HQ Photography License Agreement

This is a legal agreement (the “Agreement”) between you or your company, firm or other organization and its parents, subsidiaries, successors, assigns, and all employees and agents (“you”) and HQ Photography. (“HQ Photography,” collectively with you, the “parties” to the Agreement).

Please read this agreement carefully in its entirety before you download or use any Image(s). By confirming the purchase of the Image(s) or downloading the Image(s) you have selected from this website you agree to be bound by the terms of this “Agreement” and the Image(s) usage restrictions contained herein.

  1. Definitions

    “Terms”
    Means the terms and conditions set out in this Agreement and includes the terms contained in the Invoice. The terms contained in the Invoice replace those in this Agreement to the extent of any inconsistency.

    “Invoice”
    Means the computer-generated or pre-printed invoice or license document provided by HQ Photography that may include, without limitation, details of the Image(s) selected, any limitations on the License in addition to those specified herein, the key terms of the License and the corresponding price for the License. The terms contained in the invoice or license document shall be incorporated into this Agreement and all references to the Agreement shall include those terms. The invoice or license document will specify if any Image(s) bought are Royalty Free Images if applicable.

    “Image(s)”
    Means the specific copy of the Image(s) available on the HQ Photography website that you have selected and which is identified on the Invoice.

    “Intellectual Property”
    Means all property, intellectual, industrial design and moral rights of every kind and nature, including all applications thereof, including but not limited to copyrights, trademarks, service marks, trade names, trade dress, symbols, logos and designs, and trade secret rights and registrations, initial applications, renewal extensions, continuations, divisions or reissues thereof.

    “License”
    Means the non-exclusive (unless otherwise stated in the Invoice) non-sub-licensable right HQ Photography grants to you to use the Image(s).

    “Reproduction”
    Includes any form of copying or publication of the whole or part of any Image(s) whether by printing, slide projection or other display (whether or not to an audience), electronic, digital or mechanical means, use as a reference by an artist or in an artist’s illustration or by any other means. Reproduction further includes the copying or distortion or manipulation of the whole or part of any Image(s) (for example, by computer, electronically, digitally by an artist or by any other means), even though the resulting Image may not appear to a reasonable person to be derived from the original Image(s).

    “Release”
    Means a model or property release or any other release of a third party right or other permission which it is necessary or desirable to obtain in respect of any Image(s).

    “License Fee”
    Means any sum or sums payable to HQ Photography by you in respect of the License.

  2. Contracting parties

    The parties to this contract are HQ Photography and you.

  3. Grant of rights and restrictions

    1. For all Licenses
      1. Altering, cropping and manipulating Image(s)
        1. Images when used in a news context may be cropped or otherwise edited for technical quality, provided that the editorial integrity of the Image is not compromised and the truth of the Image is maintained, but shall not, under any circumstances, otherwise be altered.
        2. Images of in copyright artwork may be cropped or otherwise edited for technical quality, provided that the original context and setting of the Image is not altered.
      2. You must not incorporate Image(s) (or any part of them) into a logo, trademark or service mark.
      3. Image(s) must not be used as references for creating drawings or other visual works unless specifically authorized in the Invoice.
      4. You may not use the Image(s) in a pornographic, defamatory, fraudulent, lewd, obscene or otherwise illegal manner, including but not limited to infringing any third party Intellectual Property or privacy rights, whether directly or in context or by juxtaposition with other materials.
      5. If any Image(s) featuring a model is used in (i) a manner that would lead a reasonable person to believe that the model personally uses or endorses a product or service, or (ii) if the depiction of the model in the Image(s) would be unflattering or unduly controversial to a reasonable person, you must accompany each such use with a statement indicating that the person is a model and the Image(s) is being used for illustrative purposes only.
      6. You may store the Image(s) in a digital library, network configuration or similar arrangement to allow them to be viewed within your organization and by your clients but you must retain any HQ Photography source credit, any copyright notices, the Image(s) identification numbers and any other information as may be invisibly embedded or visibility provided within the electronic files containing the original Image(s). When your License period as set out in the Invoice ends, you must promptly delete the Image(s) from your computer or other electronic storage system. Any subsequent re­uses of the Image(s) must be agreed with HQ Photography in advance of re-­licensing to ensure the Image(s) is available to use under the rights you require.
      7. The Image(s) may not be sub-licensed, resold or otherwise made available for use or distribution separately or detached from a product or web page.
      8. Not all of HQ Photography’s Image(s) have Releases. It is your responsibility to check that all necessary Releases have been secured.
    2. For all Licenses
      1. HQ Photography grants to you a non-exclusive (unless otherwise stated on Invoice), non-sub-licensable and non-assignable right to Reproduce the Image(s) solely in the manner and for the purposes set out in the Invoice.
      2. Use of the Image(s) is strictly limited to the use, medium, period of time, territory and any other restrictions specified in the Invoice. You may utilize the Image(s) in any production process that may be necessary for the intended use specified in the Invoice.
  4. Credit and intellectual property issues

    1. Nothing herein is intended or shall be construed to transfer or assign any Intellectual Property rights, if applicable, to you.
    2. Unless otherwise agreed in writing, if any Image(s) is reproduced by you for editorial purposes (i.e. for any non-promotional purpose) you must include the credit line “HQ Photography Stock Photo”. If a credit line is omitted then an additional fee equal to one hundred percent (100%) of the original amount Invoiced attributable to the Image(s) in question shall be payable by you.
    3. You will immediately notify HQ Photography if you become aware or suspect that any third party has gained access to the Image(s) through you, is wrongfully using the Image(s), in whole or in part, or is violating any of HQ Photography’s or any third party intellectual property rights, including, but not limited to, trademarks and copyrights, as applicable.
  5. Warranty and limitation of liability

    1. HQ Photography gives no warranties, express or implied. The Image(s) are provided “as is.”
    2. HQ Photography shall not be liable to you or any other person or entity by reason of any representation (unless fraudulent) or any implied warranty, condition or other term, or any duty at common law, or under the express terms of this Agreement for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other Claims (whether caused by the negligence of HQ Photography, its servants or agents or otherwise) which arises out of or in connection with this Agreement, even if HQ Photography has been advised of the possibility of such damages, costs or losses. HQ Photography’s maximum liability arising out of or in connection with your use of or inability to use the Image(s) (whether in contract, tort or otherwise) shall, to the extent permitted by law, be limited to five (5) times the value paid by you for the relevant Image(s).
    3. Notwithstanding any other provisions of this Agreement HQ Photography and you acknowledge that the HQ Photography’s website may contain archival or other collections that include Image(s) that are not protected by copyright, in the public domain or for which copyright ownership is unknown and that in respect of such Image(s):
      1. HQ Photography does not purport to have any Intellectual Property rights in such Image(s) and are solely providing you with access to their copy based on your compliance with the terms of this Agreement; and
      2. Other copies of such Image(s) may be available elsewhere for free.
  6. Payment

    Any Reproduction by you or on your behalf without reporting of use as soon as practicable, and in any event within 4 months, and payment being received by HQ Photography constitutes a breach of this Agreement which entitles HQ Photography immediately to terminate this Agreement and further may, in some instances constitute an infringement of copyright and/or other Intellectual Property rights.

  7. Release information

    1. HQ Photography gives no representations or warranties whatsoever as to the existence of any Releases associated with the Image(s).
    2. HQ Photography gives no representations or warranties whatsoever with respect to the use of names, trademarks, logos, uniforms, registered or copyrighted designs or artistic works depicted in any Image(s).
    3. You are solely responsible for obtaining all such Releases and the License is conditional in each case on your obtaining them. If you are unsure as to whether any Releases are needed for your Image(s) usage, then it is your responsibility to consult with relevant parties.
    4. Failure or refusal by you to secure the relevant Releases for Reproduction of the Image(s) is considered a breach of this Agreement and a breach of Intellectual Property rights, for which you shall be solely liable and for which you shall indemnify and hold harmless HQ Photography. This indemnification is in addition to, not in lieu of, the indemnification set forth in Section 8 herein and shall survive the expiration or earlier termination of this Agreement.
  8. Indemnity

    You agree to indemnify and hold harmless HQ Photography, against any and all claims, damages, losses, expenses or costs, including but not limited to any reasonable attorney’s fees, arising out of any unauthorized use or allegedly unauthorized use of any Image(s), or of the depiction of any person or thing contained in any Image(s) supplied to you by HQ Photography, or any other breach by you of any of your obligations under this Agreement. The terms of this clause 8 shall survive the expiration or earlier termination of this Agreement.

  9. License fee

    The License Fee depends on the nature of the rights granted. You agree to notify HQ Photography in the event that you desire to expand the usage for the Image(s) and pay any additional License Fee. Use of an Image(s) in a manner not specifically authorized under the terms set out in the Invoice or otherwise in the Agreement constitutes a breach of the Agreement and may in some instances constitute an infringement of copyright and/or other Intellectual Property Rights.

  10. Confidentiality

    Except as required by law both parties shall procure that all confidential information disclosed by one party to the other in accordance with this Agreement or which may at any time until termination of this Agreement come into the other party’s knowledge, possession or control shall not be used for any purposes other than those required or permitted by this Agreement and shall remain confidential and shall not be disclosed to any third party except insofar as this may be required for the proper operation of this Agreement and then only under appropriate confidentiality provisions approved by the other party. For the purposes of this agreement confidential information shall include without limitation that relating to the business of a party, its business systems, pricing, trade secrets, business processes and client and supplier lists. These obligations of confidentiality shall cease to apply to any particular item of confidential information once it becomes public knowledge other than by any act or default of either party.

  11. Data Privacy

    We will collect and process personal information either submitted by you or collected by us to enable us to perform our contractual obligations to you and to provide services related to this Agreement. We will at all times adhere to applicable data protection laws and will process your personal information in accordance with our Privacy Policy.

  12. Condition of Image(s)

    You should make sure that you examine the Image(s) for possible defects (whether digital or otherwise) before sending the Image(s) for Reproduction. Subject to clause 5.1, HQ Photography shall not be liable for any loss or damage suffered by you or any third party arising from any alleged or actual defect in any Image(s) or its caption or in any way from its Reproduction.

  13. Miscellaneous terms

    1. The License will terminate immediately if you (a) enter into voluntary or compulsory liquidation, (b) have a receiver appointed or (c) fail to perform any of your obligations under the Agreement within 28 days of our giving you notice to comply. In the event of termination, all rights granted will immediately revert to us and any further exploitation of any Image(s) may in some instances constitute an infringement of copyright and/or other Intellectual Property rights.
    2. The License is conditional on you not being aware of or having received, prior to licensing any Image(s), any correspondence, representations, complaints or Claims from HQ Photography or third parties (collectively ‘Claims’) alleging that the Image(s) in question is in breach of copyright or other third party Intellectual Property rights or is in some other way unauthorized. Any such Claims existing at the time the Image(s) is purported to be Licensed will render any License granted void from the beginning. Any use of in-copyright Image(s) in a manner not expressly authorized by this Agreement may constitute copyright infringement, entitling HQ Photography to exercise all rights and remedies available to it under copyright laws around the world. You shall be responsible for any damages resulting from any such copyright infringement, including any Claims by a third party. In addition and without prejudice to HQ Photography’s other remedies under this Agreement, HQ Photography reserves the right to charge and you agree to pay a fee equal to up to five (5) times HQ Photography’s standard License fee for the unauthorized use of the Image(s).
    3. Should any clause of this Agreement be found unenforceable, that will not affect any other clause and each will remain in full force and effect.
    4. You recognize that the Image(s) possess a special, unique and extraordinary character which makes difficult the assessment of monetary damages which HQ Photography might sustain by an unauthorized use. You agree that irreparable injury would be caused to HQ Photography by such unauthorized use, and that injunctive relief may be appropriate in the event of breach of this Agreement.
    5. If after notice to you, you fail to take any action which you are obliged to take hereunder, HQ Photography shall have the right and option, but not the duty, to bring an action for specific performance to compel such action, and obtain all reasonable costs, expenses, attorney’s fees and disbursements with respect thereto if such specific performance is awarded by a court of competent jurisdiction.
    6. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective legal representatives, successors, and assigns.
    7. This Agreement supersedes all prior understandings both oral and written between the Parties and constitutes the entire agreement between the Parties.
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