THIS AGREEMENT is made on the day of purchase BETWEEN STOCKBYTE¬
of Tralee (herein after called "the Company") of the one part and you the user
(herein after referred to as "the Licensee") of the other part. In consideration of you
paying the agreed licence fee and in consideration of your agreeing to be
bound by the terms and conditions contained in this legal agreement,
Stockbyte¬ agrees to allow you to use the image/s in the manner permitted by this
Agreement on the terms and conditions as follows:
1 Grant of Rights
1.1 In consideration of the obligations, warranties and undertakings of the
Licensee in this Agreement, and subject to and conditional upon their full and
timely performance and observance, the Company grants to the Licensee a
non-transferrable non-exclusive licence to use the photographic images.
1.2 The image/s may be accessed and used by the Licensee and up to nine other
people employed by the named entity which purchased the image/s, on a computer
network. For sharing on larger networks, an upgrade licence is required.
2. Warranties of the Company
The Company warrants, agrees and undertakes with the Licensee that:
2.1 To the best of the Company's knowledge, the photographic works the
subject matter of this Agreement are not defamatory, obscene or blasphemous, and
do not infringe any rights of copyright or other intellectual property or
proprietary rights of third parties, but no right of action shall accrue against
the Company in the event of the said photographic works being deemed or found
to be defamatory, obscene or blasphemous or an infringement of third party rights.
2.2 The Company warrants that all permissions and consents required in
relation to the exploitation of persons and individuals featured in the said
photographic works have been obtained but that this permission expressly and
exclusively relates only to activities and uses permitted by the terms of this
Agreement as outlined above. Furthermore, no claim or action of any sort can arise
against the Company in this Agreement for the use of these images and no liability
Licensee to comply with the terms of this Agreement.
3. Remuneration
3.1 The Licensee agrees to pay in advance for the licensed use of the photographic
images and data as agreed under the terms of this Agreement in advance of any use
of such images or data.
3.2 The Licensee warrants, undertakes and accepts that permission to use the said
photographic works, the subject matter of this Agreement will only be deemed to
have been given after receipt by the Company of the agreed remuneration, and the Licensee fully accepts that the Licensee has no right to use the said photographic works in any
manner until the said remuneration has been paid.
4. Warranties of the Licensee
The Licensee warrants and undertakes, confirms and agrees with the Company:
4.1 That all rights of a proprietary and copyright nature and title in and to the
photographic works and materials are expressly acknowledged as the property of
the Company and subject only to the non-exclusive, non-transferrable licence
contained in this Agreement, which does not confer any copyright or proprietary
rights of any nature whatsoever on the Licensee aside from the uses specified in
this Agreement.
4.2 The Licensee shall use the photographic works in the manner and in the context
agreed by the Company and as outlined in this Agreement and shall not
by any act or omission impair or prejudice the copyright in the
photographic works, or violate any moral right or deal with the photographic works
or materials so that any third party might obtain any lien or other right of
whatever nature incompatible with the rights of the Company, and nothing may be
superimposed, inserted, transposed, merged or added to the said photographic
works nor may they be altered or distorted in any way or used in any
fashion which could be regarded as derogatory, offensive, blasphemous,
defamatory, libellous, obscene or pornographic Furthermore, no part,
segment or piece of any photographic image or data, no matter how small, may
be used or merged in connection with other images or artwork so as to create a
new image which could be regarded as derogatory, offensive, blasphemous,
defamatory, obscene, pornographic or libellous.
4.3 The Licensee shall ensure that all copies of the photographic works and
materials published and distributed by the Licensee shall contain full and
accurate copyright notices, credit attributions and acknowledgements that
the copyright is retained in the works by the Company, and that reproduction is
permitted under limited licence from the Company.
4.4 The Licensee shall give full particulars to the Company as soon as the
Licensee becomes aware of any actual or threatened claim by any third party in
connection with the photographic works.
4.5 The Licensee shall retain total control and possession at all times of
the photographic works and materials and ensure that these are kept in safe and
secure storage facilities and shall not allow the photographic works or materials
to fall into the hands of third parties who are not licensed by this Agreement.
4.6 The Licensee shall indemnify and keep fully indemnified the Company from and
against all actions, proceedings, claims, demands, costs (including any legal costs
compensation costs and disbursements paid by the Licensee on the advice of their legal advisors to compromise or settle any claim), awards and damages arising directly or indirectly as a result of any breach or non-performance by the Licensee of any of the Licensee's undertakings, warranties or obligations under this Agreement.
4.7 The Licensee warrants and undertakes not to assign or licence the use of the photographic works and materials or any image or any portion thereof for any purpose other than those purposes specifically agreed between the Company and the Licensee under this Agreement. In particular, the Licensee may not loan, rent, hire or otherwise transfer or purport to transfer the right to use the photographic materials or works in any way to any other person or entity.
4.8 The Licensee accepts that the Company supplies the photographic works and materials "as is" and that the Company makes no warranty either express or
implied of merchantability, fitness for purpose, type or quality of image or
compatibility with any other facility. The company shall not be liable for any
of the use of the said photographic works either as permitted under this Licence
Agreement or otherwise.
4.9 The Licensee accepts and warrants that use of the photograph images, and
data shall not infringe any third party rights, of any nature, and any liability
for the infringement of third party rights, of whatsoever nature, shall rest
with the Licensee.
5. Determination
It shall constitute repudiation by the Licensee of its obligations under this
Agreement if:
5.1 The Licensee fails to pay any amount due under this Agreement within two weeks
of the due date.
5.2 The Licensee is in breach of any other term of this Agreement.
5.3 Any of the Licensee' representations shall prove to have been incorrect.
5.4 The Licensee is declared or becomes insolvent or bankrupt, or the Licensee is
put into examinership, receivership, administration or liquidation.
The Company reserves the right to accept such repudiation on the part of the
Licensee and to determine the Licence Agreement forthwith and to demand the
immediate return of all photographic works and materials in whatever form
supplied or held created or produced by the Licensee.
6. Miscellaneous
6.1 The provisions of this Agreement shall be governed by and construed in
accordance with the laws of Ireland, whose courts shall be the courts of sole
jurisdiction in relation to this Agreement.
6.2 This Agreement contains the full and complete understanding between the
parties, and supersedes all prior arrangements and understandings whether
written or oral appertaining to the subject matter of this Agreement, and may
not be varied except by an instrument in writing signed by all the parties to this
Agreement.
Please carefully read the full text of your Licence Agreement. By using the images you are consenting to the full terms of the licence.
Stockbyte¬ is a trademark of Star Media Ltd. ¬. All other trademarks and logos are the property of their respective owners. ⌐ Stockbyte¬ 2000. All rights reserved. Made in Ireland.
