Copyright Materials Licence Agreement
This is a licence Agreement between Cambridge One Limited (also trading as ‘C1 Photography’ and/or ‘C1 Media’) registered in England and Wales whose company registration number is 6492994 (the ‘Licensor’) and you (‘the Licensee’). Any images and/or video and/or audio recordings supplied by the Licensor to the Licensee (‘Materials’) may also be detailed on the relevant invoice and are subject to the Standard Licencing Terms (‘Terms’) as detailed below and amended from time to time by the Licensor. Unauthorised use of any of the Licensor’s Materials is prohibited and legal enforcement action may be taken. Unauthorised use of the Materials will also incur an unauthorised usage penalty fee (see 6. below).
By accepting a quote from the Licensor and / or by downloading, storing or using Materials in whole or in part in any way, you agree to be bound by these Terms and this Agreement.
In the event that copyright is also transferred by the Licensor to the Licensee then, upon payment, receipt and clearance of funds of an agreed transfer fee, save for this clause and clauses 2, 3, 5, 7 and 12 below this Agreement shall not apply. In the event of such a transfer, the Licensee agrees to grant to the Licensor the right to use the Materials in whole or in part for display, portfolio or showreel purposes which may include competitions or other exhibitions. Where any such use results in a benefit (for example a competition prize or exhibition fee) that benefit shall be retained exclusively by the Licensor and the Licensee shall have no claim to any portion of any such benefit. For the avoidance of doubt, the grant of any licence does not also transfer copyright ownership to the Licensee unless such a transfer is explicitly stated on the invoice and separately in writing by the Licensor.
1. Copyright and Usage
Unless otherwise agreed in writing by the Licensor, the entire copyright in the Materials is retained by the Licensor at all times throughout the world. The Licensor may from time to time at their sole discretion select Materials (in part or in whole, in physical and/or digital form) for inclusion in a display, showreel or portfolio or for other purposes including but not limited to entering into photographic competitions or other exhibitions. Where any such use results in a benefit (for example a competition prize or exhibition fee) that benefit shall be retained exclusively by the Licensor and the Licensee shall have no claim to any portion of any such benefit.
Unless otherwise agreed in writing by the Licensor, on payment of the agreed fee the Licensee is granted a non-exclusive and non-transferrable licence to use the Materials subject always to the Terms. Any restrictions on the Licensee’s use of the Materials will be detailed on the relevant invoice.
For example the Licensee may only be permitted to reproduce the Materials up to a certain size or for a limited time period. The invoice will also detail whether any exclusivity of use has been included (for example, the Licensor may agree to only supply the Materials to the Licensee on an exclusive basis for a certain time period or in a specific geographic territory). Unless otherwise stated on the invoice, the Licensee is permitted the following uses of the Materials:
- non-exclusive use of the specified Materials; and
- for a one year period following the date of invoice (the ‘Term’); and
- in the United Kingdom including the Channel Islands; and
- in any medium (e.g. print, online, inclusion in presentations etc); and
- for ‘below the line’ use only (i.e. excluding paid for advertising); and
- uses which do not require a release (see Clause 2 below).
In any event (including, for the avoidance of doubt, where an ‘all use’ licence is granted) the Licensee may not use the Materials for any ‘Non-Permitted Uses’ (see Clause 4 below).
When the Term has expired the Licensee will destroy the Materials and any copies held by the Licensee and cease all uses of the Materials within a period of 30 (thirty) days. This shall not apply to printed materials containing any images from the Materials produced by the Licensee in the course of its usual trade activities which may continue to be used in the normal way. However no new use of the Materials may be made including but not limited to reprinting or copying any items which may contain the Materials unless the Materials are re-licenced.
Unless otherwise agreed in writing by the Licensor, no licence granted under these Terms may transferred to any third party.
Unless specifically stated in writing by the Licensor, Materials are not model or property released and may not be used for advertising or other uses requiring such a release (e.g. product endorsement etc). However, they may be used for news or similar uses which do not require such a release. In any event, it is the responsibility of the Licensee to determine where such a release may or may not be required for any use.
3. Third Party Rights
It is the responsibility of the Licensee to ensure that usage of any Materials does not infringe the rights (whether in law or other rights) of any person who appears in or property owner whose property (including and intellectual property) is depicted in any of the Materials. The Licensee agrees that it will indemnify and hold the Licensor and its directors, employees, agents and representatives harmless for any liabilities or damages arising out of the Licensee’s use of any Materials supplied under these Terms and also for any breach of these Terms by the Licensee.
4. Non-permitted Uses
The Licensee agrees that it will not use any Materials for any of the following uses without the prior written approval of the Licensor:
- creation of a skin, splash-screen, wall-paper, screen saver or other on-screen graphic which will be supplied as part of any physical or digital paid-for package or other download or streamed offering
- creation of a postcard, greetings card, poster, mouse mat, mug, key ring or any other form of printed material which will be sold for commercial gain except that images may be used in newspapers, newsletters, magazines, brochures or similar printed materials which will be sold where the image is not the primary focus of the publication or product
- any use which in the Licensor’s sole discretion may be deemed offensive, embarrassing or otherwise inappropriate – including but not limited to pornography; materials discriminating on grounds of race, gender, sexuality, age; illegal or immoral activities; promotion of alcohol or tobacco; birth control activities; usage that implies or otherwise suggests any characteristic or trait onto any person(s) depicted – for example implying that a person in an image is of a specific sexuality, has a criminal record, suffers from a disease or uses medication or other drugs etc
- any political or similar campaign uses
Any sale of any Materials or onward transfer of any licence in relation to the Materials is expressly prohibited without the prior written consent of the Licensor.
For the avoidance of doubt, where an ‘all use’ licence is specified on any invoice, the Licensee may not use the Materials for any of the ‘Non-permitted Uses’ as detailed above without the prior written permission of the Licensor.
Neither the Licensor nor its directors, employees, agents or representatives shall be liable for any damages howsoever caused whether direct or indirect arising out of or otherwise relating to the use of, or the inability to use, any website of the Licensor or any Materials. The Licensee agrees that it will indemnify and hold the Licensor and its directors, employees, agents and representatives harmless for any liabilities or damages arising our of the Licensee’s use of any Materials supplied under these Terms and also for any breach of these Terms.
The Payment Due Date shall be the earliest date of either:
- the date payment is due as specified on the invoice;
- the 14th (fourteenth) day following the date of invoice (where no date for payment is specified on the invoice); or
- the 30th (thirtieth) day following the date of delivery of any or all of the Materials (where the Licensee must provide a purchase order or similar reference in order for the Licensor to send a valid invoice and the Licensee has failed to provide such a purchase order or similar reference).
Where the Licensee fails to make payment of any invoice in whole or in part on or before the Payment Due Date, the Licensor may without prejudice to any other remedy available to it suspend or revoke the Licensee’s rights under this Agreement and / or charge interest at the rate prescribed by the Late Payment of Commercial Debt (Interest) Act 1998 from Payment Due Date until the date payment is received. The Licensor may also make reasonable charges to issue reminder invoices and / or notices. The Licensee or its agents may not use the Materials in any way in whole or in part after the Payment Due Date unless payment has been received by the Licensor.
A payment is deemed received either when cash is delivered to the Licensor (by prior arrangement) and a timed receipt is issued or where funds are sent (either by electronic transfer or cheque) and those funds have cleared in the Licensor’s bank account. This may include a delay of up to a further three working days to allow the Licensor to deposit any cheque. For the avoidance of doubt, it is the responsibility of the Licensee to ensure that funds are received by the Licensor on or before close of business on the Payment Due Date.
If any invoice remains unpaid in whole or in part 14 (fourteen) days after the Payment Due Date, the Licensee’s rights in respect of ALL overdue invoices will automatically be suspended until all overdue payments have been received in full. Any use of the Materials during the suspension period will be unauthorised and will incur a Penalty Charge of 5 (five) times the Licensor’s prevailing standard usage fee which will be based at the Licensor’s discretion upon on:
- the National Union of Journalists Freelance Photography ‘High Budget’ rates or similar, or
- the usage fees as calculated by the Association of Photographers usage calculator, or
- BECTU ‘Corporate’ rates, or
- a combination of the above rates.
For the avoidance of doubt, other unauthorised usage (including any usage after the Payment Due Date but where payment has not been received) may incur all or part of the Penalty Charge at the sole discretion of the Licensor. Penalty charges must also be paid and received in full before the Licensee’s rights are restored.
7. Rejection and Revisions
Unless a rejection fee has been agreed in advance, there is no right to reject any Materials on the basis of style or composition. The maximum number of revisions of the Materials available will be constrained by and shall not exceed the total time allocated on the quote.
The Licensee shall ensure that the Materials are stored safely and securely and are only made available to authorised users. The Licensee shall not pass the Materials or otherwise allow the Materials to be distributed to any third party save for the permitted use(s) as detailed in Clause 1 of this Agreement.
Subject always to the Terms and in particular clause 4 above, the Licensee may manipulate the Materials as required to achieve its desired output. Where the Licensee has manipulated the Materials by for example retouching and/or adding text or graphics to create finished products (“Output”) including but not limited to product pack shots, packaging, articles, books, advertisements etc then the Licensee grants to the Licensor the right to use images of such Output for portfolio or promotional purposes. Where the Output includes elements for which the Licensee cannot grant the said right (for example where the Materials have been used as part of a montage with other copyrighted images) then the Licensee agrees to work in good faith with the Licensor to request the relevant permissions for the Licensor to use the Output.
10. Expenses Only / TFP (Time for Prints) / Discounted Fee Arrangements
Where the Licensor has agreed to act on an expenses only, time for prints or other discounted fee arrangement, only those images which are supplied edited and re-touched may be used by the Licensee. All images used must always be accompanied by a photo credit as stated on the relevant invoice. Where no photo credit is stated within the image metadata, the default ‘C1 MEDIA’ must be used. Any other images supplied which have not been edited and re-touched by the Licensor are for preview purposes only and may not be used in any way or passed on by the Licensee until either edited and re-touched by the Licensor (which may be subject to a separate fee schedule) or otherwise edited and re-touched to the Licensor’s written satisfaction by a design or other professional agency.
The Licensor may change these Terms from time to time by notifying the Licensee in writing (including email) of such changes 30 (thirty) days in advance. In the event that the Licensee objects to any such changes it may cancel this Agreement by informing the Licensee in writing (including email) of its intention to do so. In the event that the Licensee cancels the Agreement under this Clause 11, it shall cease its use of the Materials within 12 (twelve) months of such notice to cancel being given and no refund of any monies paid by the Licensee to the Licensor shall be made.
The terms of this Agreement shall be governed by and construed in accordance with English law and the English courts shall have exclusive jurisdiction over all matters arising out of it.