End User Licence Agreement (EULA)
EULA for the licencing of Rights Managed Images supplied by Peter Noyce This is a legal agreement between you or your company, firm or other organisation (“you”) and Peter Noyce. Please read this agreement carefully in its entirety before you download or use any image. By confirming the purchase of the Image(s) or downloading the Image(s) you have selected from this website or from Peter Noyce you agree to be bound by the terms of this EULA (the “Agreement”) and the Image 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. “Contributor” Means the owner(s) of the copyright in the Image(s) or their agent(s) who have submitted the Image(s) to Peter Noyce. “Invoice” Means the computer-generated or pre-printed invoice provided by Peter Noyce that may include, without limitation, details of the Images selected, any limitations on the Licence in addition to those specified herein, the key terms of the Licence and the corresponding price for the Licence. The terms contained in the Invoice shall be incorporated into this Agreement and all references to the Agreement shall include those terms. “Image(s)” Means the Image(s) you have selected which are identified on the Invoice. “Licence” Means the non-exclusive (unless otherwise stated in the Invoice) non-sublicensable right Peter Noyce grants to you to use the Image(s). “Reproduction” Includes any form of copying or publication of the whole or part of any Image 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 (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. “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. “Licence Fee” Means any sum or sums payable to Peter Noyce by you in respect of the Licence.
2. Contracting parties The parties to this contract are Peter Noyce and you.
3. Grant of rights and restrictions Peter Noyce grants to you a non-exclusive (unless otherwise stated on invoice), non-sublicensable and non-assignable right to Reproduce the Image(s) solely in the manner and for the purposes set out in the Invoice. This right may be exercised by your clients, provided that such clients agree to comply with all the Terms. Use of the Image(s) is strictly limited to the use, medium, period of time, print run, placement, size of licensed material, territory and any other restrictions specified in the Invoice. You may utilize the Image in any production process that may be necessary for the intended use specified in the Invoice. You must not incorporate Images (or any part of them) into a logo, trade mark or service mark. Image(s) must not be used as references for creating drawings or other visual works unless specifically authorised in the Invoice. Unless otherwise specified in the Invoice Image(s) may not be reproduced more than once within any design, editorial piece, advertisement or other work product. A Licence to use an Image on or in a product does not imply any right on your part to use the Image in any manner in the advertising or promotion of such product, which right must be separately negotiated. Peter Noyce does not warrant the accuracy of the captioning, keywording or any other information associated with the Image(s). 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. You must abide by any restriction on use notified to you by Peter Noyce before, after or at the time of delivery of the Image(s), either in the information accompanying the Image(s), the Invoice or otherwise. Peter Noyce, after reasonable notice, may inspect any records, accounts and books relating to the Reproduction of any of the Image(s) to ensure that the Image(s) are being used in accordance with this Agreement. You may store the Image(s) in a digital library, network configuration or similar arrangement to allow them to be viewed within your organisation and by your clients but you must retain the copyright symbol, the name of Peter Noyce, the Image(s)’ identification numbers and any other information as may be invisibly embedded in the electronic files containing the original Image(s). When your licence 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 re-uses of the Image must be agreed with Peter Noyce in advance of licensing to ensure the Image is available under the rights you require. The Image(s) may not be sublicensed, resold or otherwise made available for use or distribution separately or detached from a product or web page. For example, the Image(s) may be used as an integral part of a web page design, but may not be made available for downloading separately or in a format designed or intended for permanent storage or re-use by website users. Similarly, your customers may be provided with copies of the Image(s) as an integral part of work product, but may not be provided with the Image(s) or permitted to use the Image(s) separately.
4. Copyright issues No ownership or copyright in any Image shall pass to you by the issue of the Licence. Unless otherwise agreed in writing, if any Image is reproduced by you for editorial purposes (i.e. for any non-promotional purpose) you must include the credit line “© Peter Noyce”. If a credit line is omitted then an additional fee equal to thirty percent (30%) of the original amount invoiced attributable to the Image in question shall be payable by you.
5. Warranty and limitation of liability Peter Noyce guarantees that should any Image have defects in material or workmanship and these are notified in writing to Peter Noyce within thirty (30) days from the date of delivery of the Image then Peter Noyce will either replace the Image with another digital copy of the Image free from defect or refund the Licence Fee paid by you to the extent attributable to the defective Image, at Peter Noyce’s option. Peter Noyce makes no other warranty, express or implied, including, without limitation, any implied warranties of merchantability or fitness for a particular purpose. Peter Noyce 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 Peter Noyce, its servants or agents or otherwise) which arises out of or in connection with this Agreement, even if Peter Noyce has been advised of the possibility of such damages, costs or losses. Peter Noyce’s maximum liability arising out of or in connection with your use of or inability to use the Image (whether in contract, tort or otherwise) shall, to the extent permitted by law, be limited to the value paid by you for the relevant Image. The terms of clause 5.ii shall not preclude any liability or claim for death or bodily injury or any claim arising from wilful default or gross negligence on the part of Peter Noyce or any of its employees, agents or otherwise. Each provision of clause 5.ii is to be construed as a separate limitation (applying and surviving even if for any reason one or other of such provisions is held to be inapplicable, unreasonable or unenforceable in any circumstances) and shall remain in force notwithstanding the termination of this Agreement.
6. Payment No Reproduction of any Image is authorised until payment in full has been received by Peter Noyce. Any Reproduction by you or on your behalf prior to payment being received by Peter Noyce constitutes a breach of this Agreement which entitles Peter Noyce immediately to terminate this Agreement and further constitutes an infringement of copyright.
7. Indemnity You agree to indemnify and hold Peter Noyce and its Contributors harmless against any claims, damages, losses, expenses or costs, including legal costs, arising in any manner whatsoever from your unauthorised use of any Image supplied to you by Peter Noyce, on behalf of the Contributor, or any other breach by you of any of your obligations under this Agreement.
8. Release information Peter Noyce gives no representations or warranties whatsoever as to the existence of any Releases associated with the Image(s). Peter Noyce gives no representations or warranties whatsoever with respect to the use of names, trade marks, logos, uniforms, registered or copyrighted designs or artistic works depicted in any Image. You must satisfy yourself that all Releases as may be required for Reproduction of the Image(s) have been secured. You are solely responsible for obtaining all such Releases and the Licence is conditional in each case on your obtaining them. If you are unsure as to whether any Releases are needed for your Image usage, then it is your responsibility to consult with relevant parties. You shall not rely upon any representation or warranty given by Peter Noyce employees or representatives save as set out in this Agreement.
9. Licence fee The Licence Fee depends on the nature of the rights granted. You agree to notify Peter Noyce in the event that you desire to expand the usage for the Image and pay any additional Licence Fee. Use of an Image in a manner not specifically authorised under the terms set out in the Invoice or otherwise in the Agreement constitutes a breach of the Agreement and an infringement of copyright.
10. Licence cancellation Provided you have not used the Image(s) you may cancel the Licence within five (5) days from the date of the invoice by sending Peter Noyce an email with notification of the cancellation to the following address: email@example.com. A cancellation fee of fifty (50%) percent of the Invoice will be charged. After five (5) days, no cancellations will be accepted and the full amount of the invoice must be paid. Cancelling the Licence revokes any right to publish, reproduce or use the Image(s) in any manner whatsoever.
11. Interest on overdue invoices and reasonable recovery costs Unless otherwise agreed by us in writing, all Invoices are payable by you prior to delivery of the images.. If you do not make full payment of an Invoice on time we reserve the right to charge interest on the outstanding amount at the rate prescribed by the Late Payment of Commercial Debts (Interest) Act 1998 from the date payment was due until payment is made.
12. Condition of images 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, Peter Noyce 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 or its caption or in any way from its Reproduction.
13. Miscellaneous terms The Licence 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 shall constitute an infringement of copyright. No variation of any of these Terms shall be effective unless in writing and signed by Peter Noyce and you. No action of Peter Noyce, other than an express written waiver, may be construed as a waiver of any clause of this Agreement. In the event that Peter Noyce waives any specific part of this Agreement, such fact does not mean that any other part is waived. In the event of any inconsistency between the Terms and the terms contained in any purchase order or other communication sent by you, the terms of this Agreement shall prevail. 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. This agreement, its validity and effect, shall be interpreted under and governed by the laws of England and be subject to the exclusive jurisdiction of the English courts. If Peter Noyce is required to enforce its rights as a result of any breach of these terms, whether legal proceedings are commenced or not, you agree to indemnify Peter Noyce in respect of all reasonable legal fees and costs incurred by Peter Noyce in relation thereto.
14. Applicable law This agreement shall be governed by the laws of England & Wales
15. Variation These Terms and Conditions shall not be varied except by agreement in writing.