This Licence Agreement (Agreement) is between you (including your directors, employees, officers, contractors, agents, principals, or any related body corporate or affiliate) (You) and Adam Dimech, trading as Photologium.com (Photologium).
The terms of this Agreement govern your use of the image that you have chosen to licence from Photologium (Image). By licencing an Image, You are at least 18 years old and agree to be bound by all terms of this Agreement. This Agreement must be read in connection with the confirmation created as a result of Your purchase of a licence (Confirmation). Photologium may change the terms of this Agreement at any time and without notice. If You do not agree to be bound by the terms of this Agreement, You should decline any business with Photologium. In that case, you are not permitted to download or use any Image.
Licence: Photologium grants you a non-exclusive, revocable licence to reproduce the Image solely for the purpose specified in the Confirmation. The Image may not be used for a purpose other than the specified purpose without the prior written consent of Photologium. You acknowledge and agree that except for the licence granted in this Agreement, You have no right, title or interest in any of the Images. You may not reproduce, loan, sell or licence the Image without the prior written permission of Photologium. All rights not expressly granted in this Agreement are reserved by Photologium. Should You wish to use the Image a second time, for either the same or different purpose specified in the Confirmation, You must gain express, written permission from Photologium.
Use of Images: You agree not to use any of the Images in a manner which would contravene any law of any country in which any of the Images are to be published, including laws relating to defamation, pornography, rights of privacy and intellectual property. You agree not to use any of the Images in a manner or associated with material that would damage Adam Dimech's reputation or goodwill. You agree to comply with all reasonable requests by Photologium to withdraw any of the Images from publication for reason of potential illegality or legal liability. You must inform Photologium promptly of any claim of legal liability concerning the use of any of the Images. Except as provided in this Agreement, the Photologium logos and names may not be used in any way without the prior written permission of Photologium. You may not manipulate or distort the Image without the prior written permission of Photologium.
Attribution of Images: In any use of an Image in any medium, You must include a credit, or procure a credit, next to each Image in the following form: "Adam M. Dimech" or "Adam Dimech (www.photologium.com)" as specified in the Confirmation. On request of Photologium, you will provide us with a copy of the publication or document in which the Image is included, at your expense and without charge.
Electronic Storage of Images: An Image must not be duplicated, scanned or electronically retained except as necessary for the purpose specified in the Confirmation. A licencee may download a high resolution Image only onto one computer hard drive or other computer medium and may not make, use or distribute copies of the Image for any purpose other than that specified in the Confirmation. You may not store the Image on any image storage jukebox, network configuration or similar computer network arrangement. Unless otherwise agreed by Photologium, the Image must be deleted from all electronic and removable media and any other copies of the Image must be destroyed no more than 60 days from the date on which the Image is downloaded. Until You delete or otherwise destroy all copies of the Image, You must ensure that any identification number and copyright information included with the Image is retained.
Warranty: To the full extent permitted by law, Photologium excludes all warranties, statutory, express or implied, in relation to the license of the Image. Where any statutory terms may not be excluded, liability in respect of them is limited to repair or resupply of goods.
Releases: Photologium does not make any representation or warranty with respect to the use of names, likenesses, trademarks, logos, uniforms, buildings, signs, registered or copyrighted designs, or works of art depicted in an Image. You are responsible for ensuring that all necessary rights, consents, licences or permissions that may be required are obtained prior to publication, reproduction or other use of an Image. You acknowledge that any Image licensed by Photologium 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 Image be used in a manner which can be reasonably construed as derogatory or defamatory of that person. You indemnify Photologium and hold it harmless against any liability, damage, cost or expense arising out of or in connection with any failure on Your part to obtain any necessary rights, consents, licences or permissions.
Infringement of Copyright: You must notify Photologium of any activity of which you become aware which infringes, or may infringe, the copyright in any Image. If there is infringement of copyright in any Image, You agree to provide assistance to Photologium as reasonably required, including being joined in any proceeding at Photologium's expense. If Photologium takes legal proceedings at its own expense, Photologium will be entitled to retain the entire proceeds recovered in those proceedings, including any sums ordered to be due to You. Photologium will be under no obligation to take any action in the event of infringement.
No Liability: To the maximum extent permitted by law, Photologium will not be liable to You in any way for loss or damages of any kind, including (without limitation) any consequential, special, indirect or direct damages, loss of data, or loss of profits in any way connected with or arising out of this Agreement, including (without limitation) Photologium's negligence, wilful act or default or any computer virus contained in an Image. This limitation of liability applies even if Photologium has been informed of the possibility of such damages, or the damages may reasonably be supposed to have been in the contemplation of Photologium and You at the date of this Agreement as a probable result of any act or omission. In addition, You agree to indemnify and keep indemnified Photologium from and against any and all loss, damage or liability whether criminal or civil suffered by Photologium and resulting from any act, omission, negligence or default of You or Your agents, principals, customers, clients or contractors, or arising out of the use of an Image by You in any manner or for any use or purpose whatsoever.
Termination: In event of breach by You of this Agreement, Photologium may terminate upon notice to You. Upon termination or expiration of this Agreement for any reason (i) all rights granted to You will automatically revert to Photologium; and (ii) You must immediately cease any use of the Images and must delete the Images and all copies of them from all electronic and or removable media and destroy all other copies of the Images, or upon request by Photologium, return all those copies to Photologium.
Assignment: You may not assign, licence or transfer any rights granted to You or any of Your obligations under this Agreement without the express written permission of Photologium.
Enforceability: If any provision of this Agreement is held unenforceable, that provision will be deleted only to the extent necessary, and the other provisions of this Agreement will remain in full force and effect.
No Waiver: No failure to exercise or any delay in exercising any right, power or remedy by a party operates as a waiver. A single or partial exercise of any right, power or remedy does not preclude any other or further exercise of that or any other right, power or remedy. A waiver is not valid or binding on the party granting the waiver unless it is made in writing.
Payment Terms: Payment terms shall be 1 calendar month from the date of issuance of an invoice, or as stated on the invoice, or unless otherwise agreed prior. If payment has been agreed-to (and an invoice issued) or a payment made, You are not entitled to revoke the licence and cancel the licence fee or demand a refund because You have changed your mind and no longer wish to use the Image. Refunds will not be provided under any circumstances except as required under law.
Entire Agreement: This Agreement contains the entire agreement between the parties relating to Your use of the Image and supersedes any previous agreement concerning use of the Image between the parties, including any oral agreement.
Governing Law: This Agreement will be interpreted, construed and governed by or in accordance with the law of the State of Victoria, Australia. You submit to the non-exclusive jurisdiction of courts exercising jurisdiction there, in connection with matters concerning this Agreement. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods.
First Published: 9 July 2007. Last updated: 28 August 2009.