The license below has two sections. Part 1 applies to low resolution watermarked comping images. Part 2 applies to high resolution & end use images.   LICENCE AGREEMENT FOR LOW RESOLUTION COMPING ONLINE IMAGES THIS AGREEMENT is made between John Herriott photography (hereinafter called "the Licensor" ) of the one part and you the user (hereinafter called "the Licensee") of the other part. In consideration of you the Licensee paying the agreed licence fee and in consideration of You agree to be bound by the terms and conditions contained in this legal agreement the Licensor agrees to allow you to use the John Herriott collection of low resolution online watermarked sample images ( hereinafter called the Website Low Res Samples) in the manner permitted by this agreement on the following terms and conditions: 1. The copyright and all other rights of a proprietary nature and title to and in the photographic images and data will remain vested in and the absolute property of the Licensor. The Licensee does not acquire any title copyright or other proprietary rights by reason of the use conferred by the Website Low Res Samples and strictly limited by the terms of this agreement. The Website Low Res Samples remain at all times the property of the Licensor and on breach of any part of this licencing agreement must be returned to the Licensor forthwith. 2. The Licensee expressly acknowledges that the photographic images and data contained on the Website Low Res Samples may only be viewed and manipulated by the Licensee in accordance with the terms of this agreement. 3(1) The photographic images and data contained on the Website Low Res Samples may only be used by the Licensee strictly for the following; (a) to view the images (b) to prepare layouts (c) to create rough visuals on documents to be shown to prospective clients for approval 3(2) The photographic images or data contained on the Website Low Res Samples may not be used for the following; (a) the production of colour separations (b) the production or compilation of CD ROM materials (c) the production of any multimedia output, materials or documentation (d) inclusion on third party databases (e) the production of any other electronic or printed output, materials or products and the photographic images may not be reproduced, distributed nor publicly communicated without the prior written consent of the Licensor. 4.The Licensee may not use the photographic images and data contained on the Website Low Res Samples in such a way as to alter, add to, insert, impose or in any other way distort, ammend or use the photographic images or data in any form other than in the form originally contained on the Website Low Res Samples. 5. The Licensee agrees not to remove, suppress or modify in any way any proprietary markings, including any trade mark or copyright notice on the photographic images or data. 6. It is strictly prohibited to use the photographic images or data in any way which could be regarded as obscene, defamatory, derogatory, blasphemous or pornographic. 7. The limited licence to use the photographic works and data granted to the Licensee by this agreement is personal to the Licensee and the Licensee may not assign or otherwise transfer its rights and obligations under this agreement without the prior written consent of the licensor. 8. The Licensee undertakes to indemnify the Licensor and keep the Licensor at all times fully indemnified from and against all actions proceedings claims demands costs (including without prejudice to the generality of this clause the legal costs of the Licensor on a solicitor and own client basis) awards and damages however arising directly or indirectly as a result of the use or misuse of the photographic images and data on the Website Low Res Samples and or arising as a result of the actual or alleged breach of any terms of this agreement by the Licensee. 9. The Licensor supplies the Website Low Res Samples as is and does not accept any responsibility or liability for any loss or damage, direct or indirect, consequential or incidental arising out of the inability to use the photographic images or data. 10. The licensee accepts and warrants that use of the photographic 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. 11(1) This agreement is the complete and exclusive statement of the agreement and supercedes all previous communications, representations and arrangements, written or oral. The Licensee acknowledges that no reliance is placed on any representation made but not but not embodied in this Agreement. The printed terms and conditions of any purchase order or any other correspondence and documents of the Licensee issued in connection with this agreement will not apply unless expressly accepted in writing by the Licensor. 11(2) No change to the terms of this agreement shall be effective unless it is in writing and signed by persons authorised on behalf of both parties to the agreement. 12. This agreement shall be construed in accordance with and governed by the laws of the Republic of Ireland, whose courts shall be the courts of sole jurisdiction in relation to this agreement. LICENCE AGREEMENT FOR HIGH DEFINITION IMAGE THIS AGREEMENT is made between John Herriott Photography (hereinafter called "the Licensor") of the one part and you the user (hereinafter called "the Licensee") of the other part. In consideration of you the Licensee paying the agreed licence fee and in consideration of your agreeing to be bound by the terms and conditions contained in this legal agreement the Licensor agrees to allow you to use the photographic images and data set out in the schedule hereto (High resolution CMYK scans and web resolution RGB scans from original transparencies or original digital images without visible embedded image watermarks ) (hereinafter called the "image") in the manner permitted by this agreement on the following terms and conditions; 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 Licensor grants to the Licensee a non transferable and (subject to the provisions of clause 3) a non exclusive licence to use and exploit the image. The said image may not be copied or manipulated by any means or in any form or sold lent or borrowed except in compliance with the terms of this Agreement. Permitted use; 2(1) The image may only be used by the Licensee for the following; (a) Advertising, promotional campaigns, presentations and brochures (b) Packaging (c) applications and end- products such as calendars, posters, postcards and greeting cards which applications are used merely for the purpose of promoting or advertising a company, business or service and which same are distributed free of charge. Restrictions will apply where such applications or end- products are sold for financial gain - see clause 2(2) (b). 2(2) Restrictions shall apply in relation to the use of the image for the following; (a) Internet and on-line projects (b) applications and end- products produced as a saleable item or sold for financial gain where the image is an integral part of the product, gives it added value or is the sole reason by which the product is saleable. Includedin this definition, but without prejudice to the generality of this sub-clause, are applications such as posters, postcards, greeting cards, framed prints, place mats, coasters, wall hangings and wall paper where same are sold for financial gain. (c) music packaging (d) books, magazines and other editorial works. With regard to the aformentioned, permission for use of the image for such purposes shall depend on the Licensee fulfilling certain extra conditions, which conditions shall depend upon an evaluation by the Licensor of the facts of each particular application. Such use will nonetheless be at the sole discretion of the Licensor. 3(1) Unless expressly indicated to the contrary the licence granted to the Licensee in respect of the image shall be granted on a non- exclusive basis. However, an exclusive licence to use the said image may be granted by the Licensor provided that sufficient notice is given by the Licensee to the Licensor. This exclusive licence shall operate for a limited time and shall be subject to the terms and conditions as laid down by the Licensor at the time of the granting of said exclusive licence. 3(2) The Licensor undertakes to exercise all due care in ensuring that for the period of time laid down by the Licensor the image with regard to which an exclusive licence is granted does not appear on any other application or end - product for the term of the exclusive licence, but no right of action shall acrue against the Licensor for use of said image during the operation of the exclusive licence by any person or entity not authorised to use the image under the terms of this Agreement. Warranties of the Licensee; The Licensee warrants and undertakes, confirms and agrees with the Licensor; 4(1) That all rights of a proprietary and copyright nature and title in and to the image are expressly reserved to the Licensor and subject only to the non- transferable, non exclusive licence or non-transferable, exclusive 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) That the Licensor, furthermore, retains the right in all cases to use the application or end product of which the image forms a part, in any manner and at any time for the purposes of advertising or otherwise promoting the Licensor's work. To this end the Licensee expressly agrees and undertakes to furnish to the Licensor a copy of said application or end- product within thirty days of receipt by the Licensee of a written request to this effect from the Licensor. 5. The Licensee expressly acknowledges that the Licensor shall not be responsible for obtaining any consents or permissions required in relation to the exploitation of persons and individuals featured in the image or for obtaining any consents or clearences in respect of any third party copyright works or trademarks. The obtaining of such permissions, consents or clearences shall be the sole responsibility of the Licensee and the Licensee agrees to indemnify the Licensor against all expenses, damages, claims and legal costs arising out of any failure to obtain such permissions, consents or clearences. 6. The Licensee shall use the image in the manner and in the context agreed by the Licensor and as outlined in this Agreement and shall not by any act or omission impair or prejudice the copyright in the image, or violate any moral right or deal with the image so that any third party might obtain any lein or other right of whatever nature incompatible with the rights of the Licensor, and nothing may be superimposed, inserted, transposed, merged or added to the said image nor may it 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 the image, 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. 7. The Licensee shall ensure that all copies of the image published and distributed by the Licensee shall contain full and accurate copyright notices, credit attributions and acknowledgements that the copyright is retained in the image by the Licensor, and that reproduction is permitted under limited licence from the Licensor. 8) The Licensee shall give full particulars to the Licensor as soon as the Licensee becomes aware of any threatened claim by any third party in connect ion with the image. 9) The Licensee shall retain total control and possession at all times of the image and ensure that it is kept in safe and secure storage facilities and shall not allow the said image to fall into the hands of third parties who are not licenced by this agreement. 10) The Licensee shall notify the Licensor immediately the Licensee becomes aware of any unauthorised use or copying of any part of the image by any person. 11) The Licensee undertakes to indemnify the Licensor and keep the Licensor at all times fully indemnified from all actions proceedings claims demands costs (including without prejudice to the generality of this clause the legal costs of the Licensor on a solicitor and own client basis) awards and damages however arising directly or indirectly as a result of any actual or alleged breach or non-performance by the Licensee of any of the Licensee's undertakings, warranties and obligations under this Agreement. 12. The Licensee warrants and undertakes not to assign or licence the use of the image or any portion thereof for any purpose other than those purposes specifically agreed between the Licensor 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 image in any way to any person or entity. 13.The Licensee acknowledges that the Licensor's obligations and liabilities in respect of the image are exhaustively defined in this agreement. The Licensee agrees that the express obligations and warranties made by the Licensor in this Agreement are in lieu of and to the exclusion of any other warranty, condition, term, undertaking or representation of any kind, express or implied, statutory or otherwise relating to the image. The Licensor supplies the said image "as is" and the Licensor makes no warranty either express or implied of merchantability, fitness for purpose, type or quality of image or compatibility with any other facility. The Licensor shall not be liable for any damages whether direct, indirect, consequential or incidental arising out of the use of the said image either as permitted under the licence Agreement or otherwise. 14. The Licensee accepts and warrants that the use of the image shall not infringe the right of copyright, right of trademark, right of privacy, right of publicity, performers' right, right of personality, moral right or any other right whatsoever of any third party and any liability for the infringement of any third party rights of whatsoever nature shall rest solely with the Licensee. 15. With regard to the use of the image for advertising purposes, the Licensee shall be responsible for obtaining and paying for all necessary consents and clearences required for the display in the advertisement of any copyright material or trademark appearing in the image. The Licensee shall similarily be resposible for obtaining permissions and consents required in relation to the exploitation for advertising purposes of any persons and individuals featured in the image.Furthermore, the licensee accepts and warrants that the use of the image in any advertisement shall not be in breach of the copyright or any other rights whatsoever or be defamatory of any third party. Remuneration; 16. The Licensee agrees to pay in advance for the licensed use of the image as agreed under the terms of this Agreement in advance of any use of the said image. 17. The Licensee warrants, undertakes and accepts that permission to use the said image the subject matter of this agreement will only be deemed to have been given after receipt by the Licensor of the agreed remuneration, and the licensee fully accepts that the Licensee has no right to use the said image in any manner until the said remuneration has been paid. 18. The scale of remuneration will be dependent upon whether the licence granted is exclusive or non-exclusive, the proposed application of the image, the number of times the image is to be reproduced in the same or different publications, the size of such reproduction, the positioning of same on the printed material together with any other considerations as shall be laid down from time to time by the Licensor and agreed with the Licensee. Without prejudice to the generality of the foregoing the scale of remuneration for the basic non-exclusive licence will be based on one use of the image in one issue of one publication. Assignment; 19. The licence to use the image granted to the Licensee by this agreement is personal to the Licensee and the Licensee may not assign or otherwise transfer its rights and obligations under this Agreement without the prior written consent of the Licensor. Termination; 20(1) The Licensor may terminate the licence at any time by written notice to the Licensee. 20(2) If the Licensee: (a) Fails to pay any ammount due under this Agreement within two weeks of the due date; or (b) expressly or impliedly repudiates this Agreement by refusing or threathening to refuse to comply with any of the provisions of this Agreement; or (c) makes representations which shall prove to be incorrect; or (d) is declared or becomes insolvent or bankrupt; or (e) has a receiver appointed over the whole or part of its assets or is put into examinership, administration or liquidation, then (and in any such case) the Licensor may, without prejudice to any other of its rights or remedies and without being liable to the Licensee for any loss or damage which may be occasioned, give written notice to the Licensee terminating this Agreement (and accordingly the Licence) with immediate effect. In such instances the Licensee shall return immediately to the Licensor the image in whatever form supplied or held created or produced by the Licensee. Miscellaneous: 21 (1) This Agreement is the complete and exclusive statement of the Agreement between the parties relating to the subject matter of the Agreement and supercedes all previous communications, representations and arrangements, written or oral. The Licensee acknowledges that no reliance is placed on any representation made but not embodied in this Agreement. The printed terms and conditions of any purchase order or any other correspondence and documents of the Licensee issued in connection with this Agreement will not apply unless expressly accepted in writing by the Licensor. 21 (2) No change to the terms of this Agreement shall be effective unless it is in writing and signed by persons authorised on behalf of both parties to the Agreement. 22. If any part of this Agreement is found by a court of competent jurisdiction or other competent authority to be invalid, unlawful or unenforceable then such part shall be severed from the remainder of this Agreement which will continue to be valid and enforceable to the fullest extent permitted by the law. 23. This Agreement shall be construed in accordance with and governed by the laws of the Republic of Ireland, whose courts shall be the courts of sole jurisdiction in relation to this Agreement. An order placed and the licence fee paid shall be deemed acceptance by the Licensee of the above conditions.
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