500 Use Limited Commercial Licence
Commercial Digital Licence Agreement - 500 Uses
Please read this Agreement carefully before downloading any Images.
1. Ownership of Images
Licensor and/or its contributors, as the case may be, own or control all rights, including the copyrights in and to the Images. Licensor and/or its contributors reserve all rights in and to the Images not expressly granted to Licencee in this Agreement.
2. Licence Terms
2.1. Subject to the terms of this Licence Agreement, Licensor grants the Licencee a perpetual, worldwide, royalty-free, non-exclusive, non-transferable, non-sub-licensable in any way (including, without limitation, re-selling, distribution, transfer, etc.) and limited right to use the Images for any commercial purposes, in websites and/or digital applications, print, TV, film or merchandisable products.
2.1.1. Licencee is not required to incorporate a credit to the Images, except for in connection with use of the Images for editorial purposes, in such an event, the credit “© Allison Cullimore” will be added.
2.2. In the event that Licencee creates a derivative work based on or incorporating one or more Images, all rights in and to such Images shall continue to be owned by Licensor or its contributor, subject to Licencee’s rights to use such Image(s) pursuant to the terms of this Licence Agreement.
2.3. Licencee grants Licensor the right to display or reference Licencee’s derivative work using or incorporating Licenced Images for any marketing, educational, and/or promotional purposes as an example of customer usage.
3. Restrictions on Image Use
Licencee may NOT without obtaining specific prior written consent from Licensor, do the following:
3.1. Sublicence, sell, assign, convey or transfer any of its rights under this Agreement;
3.2. Sell, Licence or distribute its final product in such a way that permits Licencee’s end-users to extract or access any Image as a stand-alone unmodified file.
3.3. Use any Image in a pornographic, defamatory, libelous or otherwise illegal manner, whether directly or in context or juxtaposition with other subject matter and materials.
3.4. Use any Image in any manner prohibited by any international export laws, restrictions or regulations.
3.5. Falsely represent (either expressly or by implication) that Licencee is the original creator of a visual work that derives a substantial part of its artistic components from any Image.
3.6. Without obtaining the prior written consent of Licensor, upload an Image as an unmodified standalone file to file-sharing websites or social networking websites or other third party website that claims to acquire ownership rights in the Images contrary to the terms of this Agreement. Upon Licensor’s request, Licencee shall immediately remove any Images from such platform or website.
3.7. Use the Images for editorial purposes without including the following credit adjacent to the Image or included in production credits “© Allison Cullimore”.
4. Permitted Uses of Images
4.1. Permitted limitation of 500 uses - Incorporate the Images into, limited print or electronic products for resale or distribution, (including templates and on-demand products), with regard to the limited 500 use size of the print run, manufacturing units, or impressions of such products (including individual downloads).
4.2 Including (within the permitted limitation usage), screen-savers or wallpapers for mobile devices, website designs, presentation templates, greeting cards, business cards, t-shirts or other clothing or accessories, tote bags, mugs, magnets, calendars, posters or any other electronic or printed matter.
4.3 Within the permitted limitation usage, print on any surface material such as acrylic, paper, canvas, metal or wood or other product material.
4.4 Within the permitted limitation usage, incorporate any Image into a logo, trademark or service mark.
Model and/or property releases can be provided to Licencee for Images containing identifiable persons upon request, if Licensor indicates that such is available. Other than model or property releases for recognisable persons or properties on Images identified as released, Licensor grants no rights and makes no warranties with regard to the use of names, likeness, trademarks, trade dress, registered, unregistered or copyrighted designs or other work depicted in any Image, and Licencee must satisfy itself that all the necessary rights or consents regarding any of the above, as may be required for reproduction, have been obtained.
6.1. Licensor may terminate this agreement at any time if Licencee breaches any of the terms of this Licence Agreement, in which case Licencee must immediately: cease using the Image(s); delete or destroy any copies; and, if requested, confirm to Licensor in writing that you have complied with these requirements.
6.2. If Licencee uses the Licenced Images on a social media platform or other third party website and the platform or website uses (or announces that it plans to use) the content for its own purpose or in a way that is contrary to this agreement, the rights granted for such use shall immediately terminate, and in that event, upon Licensor’s request, Licencee agrees to remove any Image from such platform or website.
7.1. Due to the nature of downloadable products, no refunds are offered, implied or given. No credits or refunds are available for cancellation requests from Licencee, all purchases for digital download licences are non-refundable.
7.2. Licensor may discontinue licensing any Image at any time in its sole discretion. Upon notice from Licensor, or upon Licencee’s knowledge, that any Image may be subject to a claim of infringement of a third party’s right for which Licensor may be liable, Licensor may require Licencee to immediately, and at Licencee’s own expense: cease using the content, delete or destroy any copies; and ensure that Licencee’s clients, distributors and/or employer do likewise.
8. Indemnification/Limitation of Liability
8.1. Licencee agrees to defend, indemnify and hold harmless Licensor and its parent, subsidiaries, affiliates, and content suppliers, and each of their respective officers, directors and employees from all damages, liabilities and expenses (including reasonable outside legal fees) arising out of or in connection with (i) Licencee’s use of any content outside the scope of this Licence Agreement; (ii) any breach or alleged breach by Licencee (or anyone acting on Licencee’s behalf) of any of the terms of this or any other agreement with Licensor; and (iii) Licencee’s failure to obtain any required release for Licencee’s use of Images.
8.2. LICENSOR WILL NOT BE LIABLE TO LICENCEE OR ANY OTHER PERSON OR ENTITY FOR ANY LOST PROFITS, PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR OTHER SIMILAR DAMAGES, COSTS OR LOSSES ARISING OUT OF THIS AGREEMENT, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES.
9. Governing Law & Jurisdiction
9.1 This Agreement, its subject matter and its formation (and any non-contractual disputes or claims) are governed by English Law. Licencee and Licensor both agree that the Courts of England and Wales will have non-exclusive jurisdiction. However, if you are a resident of Northern Ireland you may also bring proceedings in Northern Ireland, and if you are a resident of Scotland, you may also bring proceedings in Scotland. The United Nations Convention on Contracts for the International Sale of Goods does not govern this Agreement.
9.2 If Licensor is obligated to go to court to enforce any of its rights, the Licencee agrees to reimburse Licensor for its legal fees and disbursements (including Lawyers’ fees and costs) if Licensor is successful.
10.1. This Licence Agreement is personal to Licencee and is not assignable by Licencee without Licensor’s prior written consent. Licensor may assign this agreement, without notice or consent, to any corporate affiliate or to any successor in interest, provided that such entity agrees to be bound by these terms.
10.2. Upon reasonable notice, Licencee agrees to provide to Licensor sample copies of projects or end uses that contain Licenced Images, including by providing Licensor with free of charge access to any restricted access website or platform where Image(s) is reproduced.
10.3. Licencee agrees to retain the copyright symbol, the name of Licensor, the Image’s identification number and any other information or metadata that may be embedded in the electronic file containing the original Image, and to maintain appropriate security to protect the content from unauthorised use by third parties.
10.4. If one or more of the provisions in this agreement is found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions should not be affected. Such provisions should be revised only to the extent necessary to make them enforceable.
10.5. No action of either party, other than express written waiver, may be construed as a waiver of any provision of this Licence Agreement.
10.6. No terms of conditions of this Licence Agreement may be added or deleted unless made in writing and accepted in writing by both parties, or issued electronically by Licensor and accepted by Licencee. In the event of any inconsistency between the terms of this Licence Agreement and the terms contained on any purchase order sent by Licencee, the terms of this Licence Agreement will apply.
10.7. All notices required to be sent to Licensor under this agreement should be sent via email to the email address provided by Licensor. All notices to you will be sent via email to the email Licencee provided Licensor.
10.8. Licencee agrees to pay and be responsible for any and all sales taxes, use taxes, value added taxes, withholding taxes, and duties imposed by any jurisdiction as a result of the Licence granted to Licencee, or of Licencee’s use of the Licenced Images.
If you have any queries relating to this Agreement, please contact me.
Gallery 68 Ltd is a Company registered in England and Wales with a company number 12372472 with registered Offices at 1st Floor, 2 Woodberry Grove, Finchley, London N12 0DR. Gallery 68’s trading address is 50 Pylewell Road, Hythe, Hampshire SO45 6AQ