THE SCHWEBOO LICENSE
AGREEMENT
You are
deemed to have accepted the following license terms and
conditions
upon requesting to download the Digital Images.
1. Defined terms
2.
Grant of License
3. Fees and charges
4. Additional Reproduction rights
in Digital Images
5. General
1. Defined
terms
In these
terms and conditions:
(a) 'Schweboo'
means Schweboo & Co of 26 Bolton Road, Chiswick, London
W4 3TB United Kingdom.
(b) 'You' means a party who uses the Website
or downloads any Digital
Image. If You use the Website or download a Digital Image on behalf
of Your
employer this definition will include Your employer. You will
ensure that
any person supplied any Digital Image at Your request
will comply
with these terms, and will be personally liable to Schweboo if
such person
fails to do so, as if such failure were a failure by You.
(c) 'Content' means all of the content
featured or displayed on the
Website, including, but not limited
to, Digital Images, Software and
all other
text, graphics, photographs, images, moving images,
sound,
illustrations and software.
(d) 'Digital Image(s)' means both Low
Resolution Digital Imagery and
High Resolution Digital Imagery
available for download on the
Website.
(e) 'High Resolution Digital Imagery' means
high-resolution images
and/or film
clips available for downloading on the Website.
(f) 'Invoice' means an invoice sent to You in accordance with these
Terms and
Conditions.
(g) 'Low Resolution Digital Imagery' means
low resolution comping
images and
film clips available for downloading from the Website.
(h) 'Software' means any software program or
code provided by Schweboo in
order to
support the use of Digital Images which are obtained by
You from the Website.
(i) 'Reproduction'
means any form of colour or black and white copying,
publication,
distribution or other communication to the public of the
whole or
part of any Digital Image whether by printing, photography,
slide
projection (whether or not to an audience), xerography, artist's
illustration,
layout or presentation, or by electronic, internet,
multimedia,
digital or mechanical means or by any other means.
Reproduction further includes the
use the whole or part of any Digital
Image in the creation of another
picture, which may be partly or
completely
different from the original Digital Image whether such
difference
is caused wholly or partly by computer, electronic, digital,
mechanical
or any other means. "Reproduce" has a corresponding
meaning.
(j) 'Website' means the whole or any part
of the web site pages located
at
http://www.schweboo.com (including the layout of the Website,
graphic
design elements of the web site pages, underlying code
elements
and any text, graphics, sounds, animated elements or other
content of
the Website).
2. Grant
of License
(a) In consideration of payment by You of the fees itemised on the
Invoice, Schweboo grants You a license to use the Digital Images and
Software subject to the conditions
agreed to by You and listed on the
Invoice and the terms and conditions
contained herein.
(b) Except as expressly set out in these
terms and conditions, You acquire
no rights,
including without limitation copyright and other
intellectual
property rights, in the Digital Images and Software, other
than a
license granted in accordance with these terms.
(c) Low-Resolution Digital Imagery may be
used ONLY for PERSONAL,
NONCOMMERCIAL use and TEST or SAMPLE
use, including COMPS and
LAYOUTS.
The Low-Resolution Digital Imagery may not be used in
any final
materials distributed internally or outside of Your company
or to the
public, including, but not limited to, advertising and
marketing
materials or any online, or broadcast or other electronic
distribution
system (except that You may transmit comps digitally or
electronically
to Your clients for their review), and may not be
distributed,
sublicensed or made available for use or distribution
separately
or individually, and as licensee, You are not entitled to
grant to
anyone else any rights in relation to the Low-Resolution
Digital Imagery.
(d) High-Resolution Digital Imagery may not
be sub-licensed, resold or
otherwise
made available for use or distribution separately or
detached
from a product or web page. For example, High-Resolution
Digital Imagery 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, third parties may be provided with copies of
High-Resolution Digital Imagery
(including digital files) as an
integral
part of work product, but may not be provided with
High-Resolution Digital Imagery or
permitted to use High-Resolution
Digital Imagery
separately. If such use is required, it is necessary
for the
third party to enter into a separate license agreement
with
Schweboo.
(e) The Digital Images may not be used in a
manner which is
pornographic,
defamatory, unlawful or absent the consent of the
model
featured in the Digital Image.
(f) If a Digital Image featuring a person
is used in a manner that implies
endorsement,
use of, or a connection to a product or service by that
model, or a
potentially unflattering or controversial subject, You must
publish a
statement which indicates that the person is a model and is
used for
illustrative purposes only.
(g) Software may be used only in conjunction
with Digital Images. One
copy of the
Digital Image and Software may be made for backup
purposes
only, but may be used only if the original Digital Image or
Software becomes defective, or is
destroyed or otherwise irretrievably
lost.
Except as specifically provided in this agreement, no Digital
Image or Software may be shared or
copied.
(h) The license hereby granted is expressly
subject to the condition that
the
copyright notice "© Chris Frost. All rights reserved."
appears
adjacent to any Digital Image sourced from the Website, or
such a
copyright notice is clearly visible on a credits page or screen.
(i) Digital
Images are not licensed for use in a downloadable or FTP
format.
Use of the
Digital Images and Software must be in compliance with all
applicable
laws, including, but not limited to, laws and regulations relating
to
copyright. Where Schweboo's
or its licensor's rights with respect to any Digital
Image and
Software are adversely affected by any third party, Schweboo reserves
the right
to terminate any license granted with respect to such Digital Image
and
Software. In the event of such
termination, Your sole remedy will be
the
replacement of such license with a license for alternative Digital
Image(s) and Software as determined by Schweboo.
3. Fees
and charges
3.1 PayPal
You can
elect at the time of purchase to pay for the Digital Image(s)
instantaneously through PayPal. PayPal
will automatically debit
Your chosen
credit card and following download of the Digital Image(s), Schweboo
will send
You an Invoice confirming the transaction details and Reproduction
rights
granted with respect to each Digital Image licensed.
3.2 Death, Bankruptcy, Winding Up….
On Your
death or bankruptcy, or in the event of a resolution, petition
or order
for winding up being made against You, or if a receiver is
appointed,
or if You are unable to trade because of Your inability to
pay Your
creditors, Schweboo may at any time thereafter gain immediate
access to
inspect any records, accounts and books relating to the
Reproduction
of Schweboo's Digital Images to ensure that the
Digital Images
are being
used only in accordance with the Reproduction rights
granted
to You and where it is found that the Digital Images are not
being
used in accordance with the Reproduction rights granted to You,
Schweboo
may terminate the license and do all things necessary to prevent
Your use of the Digital Images.
3.4 VAT
All
Invoices will have added to it Value Added Tax at the rate which
applies from
time to time if you are a resident of the United Kingdom.
4. Additional Reproduction rights in Digital
Images
(a) Should You
require additional Reproduction rights in any Digital
Image, You
must revisit the Website and repurchase the desired
Digital Image and must specify the
additional Reproduction rights
required,
including the proposed use, period of use, print run, media
usage, end
user customer, industry, territory and size and position of
proposed
Reproduction with respect to each Digital Image required.
Alternatively You
can contact a Schweboo sales representative on
+44 (20) 8742 8995 (international)
or send an email to
enquiries@schweboo.com
(b) A corresponding Invoice will be emailed
to You confirming the
transaction
details or fees payable and Reproduction rights granted
with
respect to each Digital Image in which additional Reproduction
rights are granted by Schweboo. Such Reproduction fee as advised by
Schweboo to You may vary per Digital Image depending on a
number of factors
including but not limited to the period of
use, print run, media usage,
end user
customer, industry, territory and size and position of
proposed
Reproduction.
(c) You acknowledge and agree to the
following:
(i) Reproduction rights are strictly
limited to the specific use
granted
by Schweboo with respect to each Digital Image and as
detailed
on the corresponding Invoice emailed to You.
(ii) Reproduction
and re-use of any Digital Image without the
required
consent granted by Schweboo constitutes an infringement of
copyright
by You. Reproduction rights and license
to use are
only
granted on payment of the Invoice. Reproduction
availability
must be confirmed by Schweboo before Your Reproduction.
(iii) Reproduction rights are granted by Schweboo for each Digital
Image
solely
to You and are not assignable without the prior written
consent
of Schweboo .
(d) You acknowledge that any Digital Image
licensed by Schweboo of a person,
including a
person well known to the general public or engaged in
competitive
sport, may not be used in a manner which can be
reasonably
construed as that person's endorsement of a product or
service,
nor may any Digital Image be used in a manner which can be
reasonably
construed as derogatory, libelous, defamatory or
slanderous
of that person.
(a) Schweboo warrants that it owns or is
licensed to supply for Reproduction the
Digital Images supplied. Unless
specified in writing Schweboo does not
warrant to
You the existence or validity of model, property or other
releases
with respect to any Digital Images downloaded to You. You
must
satisfy Yourself as to Digital Image suitability, Reproduction
quality and
caption accuracy and that all necessary rights, consents,
permissions
and releases have been obtained prior to Reproduction of
each
Digital Image by You.
(b) To the full extent permitted by law,
Schweboo excludes all warranties,
statutory,
express or implied, from these terms of supply and license,
except as
expressly set out above. Where any
statutory terms may
not be
excluded, liability in respect of them is limited to repair or
resupply of goods, or the supply of services
again. These terms are
the entire agreement
between the parties regarding the Digital
Images, Software and any services
supplied by Schweboo .
(c) You agree to indemnify and keep
indemnified Schweboo from and against any
and all
loss, damage or liability whether criminal or civil suffered by
Schweboo and resulting from any act
omission, negligence or default of You
or Your
agents, principals, customers, clients or contractors, or
arising out
of the Reproduction of a Digital Image or use of
Software, in any manner or for any
use or purpose whatsoever
by You.
(d) Neither party may assign this Agreement
without the prior written
consent of
the other party. Notwithstanding the
foregoing, Schweboo may
assign this
Agreement or any of its rights under this Agreement and
may transfer
its obligations under this Agreement to a related body
corporate
(as that term is used in the Corporations Law) of Schweboo, or an
organisation
which during the term of this Agreement becomes a
related
body corporate of Schweboo, without the consent of You.
(e) In
the event of any offer to the public of shares in Schweboo, Schweboo
shall be entitled to disclose this
Agreement and use in or incidental to such
public
offer all or any of the Digital Images, without liability to You.
(f) Amendments, modifications or changes to
these terms and conditions
are not
effective unless agreed in writing by Schweboo and You.
(g) These terms and conditions are governed
by the law of the United Kingdom.
