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Information
Legal
Photographers' Supply Agreement
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pipistock CONTENT LICENCE AGREEMENT 1. General Terms This Content Licence Agreement (the “Agreement”) together with the pipistock Membership Agreement govern the terms and conditions by which Members of pipistock obtain the right to use Content available for download from the website located at www.pipistock.co.nz (the “Site”). The Site is owned and operated by Pipistock Ltd (“pipistock”). This Content Licence Agreement incorporates the terms and conditions of the pipistock Membership Agreement provided that where there is inconsistency between the terms and conditions set out here and those in the Membership Agreement, the terms and conditions set out in this Content Licence Agreement shall prevail. This Content Licence Agreement is a legally binding agreement between the Member and pipistock, and is entered into each time the Member downloads Content. The headings in this Membership Agreement are for convenience only and shall not affect interpretation. 2. Definitions 2.1 “Member, you or your” means the Member whose Username is being used to access and download the Content. 2.2 “Content” means any photographs, images, vectors or other media and any associated keywords, information, titles or other material downloaded by you from the Site. 2.3 “End Work” means the final work product created with the Content as authorised hereunder. 2.4 “Editorial purposes” means use of Content as a descriptive visual reference for an article that is newsworthy or of public interest such as news reporting, criticism, or commentary. Accepted editorial purposes include newspaper, magazine and online articles of a non-commercial nature which are directly linked to the use of the Content. Editorial purposes do not include the use of the Content for commercial, promotional, advertising or advertorial uses. 2.5 Terms defined in the pipistock Membership Agreement shall have the same meaning here. 3. Background to Agreement This Agreement is set up as a user-determined document where you will choose during the purchasing process to enter into either pipistock’s standard royalty-free content licence (the “Standard Licence”) or pipistock’s expanded royalty-free content licence where some of the restrictions of the Standard Licence are amended to allow a wider scope of usage for the Content you download (the “Expanded Licence”). Not all Content on the Site has an Expanded Licence option. Where it is available, Content is clearly marked with the Expanded Licence option in the Image Options section located beneath the Content on the Site. If you do not select and purchase the Expanded Licence option, or there is no Expanded Licence option for the Content you have chosen, your download of the Content will be subject to the terms and conditions of the Standard Licence. 4. Standard Licence Terms and Conditions 4.1 Any and all licences granted by pipistock are conditional upon: a) the Member’s compliance with all the terms and conditions of this Agreement; and b) the Member’s payment of the number of Download Credits (as that term is described in the pipistock Membership Agreement) as stated on the Site for the selected licence. 4.2 Any and all licence(s) granted to the Member hereunder and the Member’s right to use the Content shall immediately terminate upon the Member’s failure to comply with any provision of this Agreement or to make full payment when due. 4.3 Upon the Member’s agreement to the terms and conditions of this Agreement and receipt of the Member’s full payment, pipistock grants to the Member a personal, non-exclusive, non-transferable right to use the Content for the Standard Licence Permitted Uses as set out in clause 5, subject to the Standard Licence Prohibited Uses as set out in clause 6. 4.4 All other rights in and to the Content including, without limitation, all copyright and other intellectual property rights relating to the Content are retained by pipistock or the Supplier of the Content as the case may be. 5. Standard Licence Permitted Uses 5.1 The Member may only use the Content for those advertising, promotional and other specified purposes which are Permitted Uses (as defined in clause 5.3 below). For clarity, the Member may not use the Content in products for resale, licence or other distribution, unless the Member has purchased an Expanded Licence which is available (if any) for the Content and the proposed use is allowable under that Expanded Licence. 5.2 Seat Restrictions. Only the individual actually downloading the Content is permitted to use the Content. However, the individual may transfer files containing the Content or the End Work to the Member’s clients, printers, or ISP for the purpose of reproduction for Permitted Uses (as defined in clause 5.3), provided that such recipient parties shall have no rights to use the Content for their own purposes and may only use it for the Member’s purposes. If the Member requires the Content to be used by more than one individual, the Member must obtain a Standard Licence for each individual user or obtain an Expanded Licence (if any available) to allow a multi-seat use for the Content. The Member may make one (1) copy of the Content solely for back-up purposes and must reproduce all proprietary notices on this single back-up copy. 5.3 Permitted Uses. Subject to the restrictions described under Prohibited Uses in clause 6 below, including but not limited to the stated Reproduction/Print Run Limit, the Member may use the Content for the following permitted uses: (a) on-line or electronic publications, including web pages and electronic newsletters, to a maximum size of 800 x 600 pixels; (b) décor in the Member’s office, lobby, building’s public area, restaurant, or retail store; (c) background props in video, film, or television broadcasts provided the Content does not serve as the feature of any footage; (d) print advertising and promotional projects, including business cards, pamphlets, brochures, catalogues, product packaging, panel displays for use in conventions and trade shows, presentations, promotional greeting cards, and promotional postcards (i.e. not for resale or licence); (e) advertising posters (i.e. a hardcopy) for use in promoting the sale of other products (as opposed to promoting the sale of prints, posters, etc containing the Content), provided that such prints and/or posters and/or other reproductions combine words with the Content; (f) prints, posters (i.e. a hardcopy) and other reproductions for the Member’s own personal, non-commercial use but not for resale, licence or other distribution; (g) editorial purposes when accompanied by the following credit adjacent to the Content: “Photographer’s Name/pipistock.co.nz” (unlimited reproduction limit); and (h) for any other uses specifically approved in writing by pipistock. 6. Standard Licence Prohibited Uses 6.1 You may NOT: (a) use or display the Content other than for purposes listed in clause 5 above; (b) use or display any Content that features a person in a manner that would reasonably imply that the person uses or personally endorses any business, product, service, cause, association or other endeavour; or that depicts such person in a potentially sensitive subject matter including but not limited to mental and physical health issues, social issues, immoral or criminal activity, sexual or implied sexual activity or preferences, substance abuse, physical or mental abuse, or any other subject matter that would be reasonably likely to be offensive or unflattering to any person reflected in the Content; (c) use or display the Content in any way that portrays a person or property in the Content in a bad light or depicts them in a way that they may find offensive - this includes but is not limited to the use of the Content in: i) advertisements for pharmaceutical products, including but not limited to, personal hygiene and birth control products; ii) tobacco ads; iii) ads for adult entertainment clubs or for escort or similar services; iv) pornography; v) endorsements or ads for political or other opinion-based movements or parties; and vi) uses that are defamatory, or contain otherwise unlawful, offensive or immoral content; (d) use or display the Content in any way that infringes the intellectual property or other rights of a third party; (e) use the Content in design template applications intended for resale, licence or other distribution whether on-line or not, including, without limitation, website templates, Flash templates, business card templates, electronic greeting card templates, and brochure design templates; (f) use the Content in any posters (printed on paper, plastic, canvas or any other media) or other items (e.g. framed or mounted artwork), for resale, licence or other distribution for profit; (g) sub-licence, re-sell, rent, lend, assign, gift or otherwise transfer or distribute the Content or the rights granted under this Agreement; (h) post a copy of the Content on a network server, internal network or web server for use by other individuals; (i) display any Content in any digital format or for any digital use at a size greater than 800 x 600 pixels; (j) use or display the Content in an electronic format that enables it to be extracted, downloaded or distributed or shared in any peer-to-peer or similar file sharing arrangement by a third party as a stand-alone electronic file; (k) reverse engineer, decompile, translate, or disassemble any part of the Content; (l) use the Content, or any part of the Content, as part of a trademark, trade-name, business name, service mark, or logo; (m) remove any copyright, trademark, watermark or other propietry notice from any place where it appears on or is embedded in the Content; (n) use or display any Content on websites or in connection with any service designed to sell or induce the sale, licence or distribution of “on demand” products, including but not limited to, t-shirts, postcards, posters, mugs, artwork, and custom designed websites. (o) use the Content to compete with pipistock. pipistock is in the business of licensing Content to its Members. It is the specific intent of this provision to prohibit Members from using Content to enter, either directly or indirectly, a similar or competing business. This includes, but is not limited to, displaying Content in any format (including thumbnails) for download on a website or offering pipistock Content for sale. 6.2 Reproduction/Print Run Limit. You may NOT reproduce, or procure or allow to be reproduced the Content, or an element of the Content, in excess of 100,000 times without obtaining an Expanded Licence if available (except for Editorial Purposes, which has an unlimited Reproduction Limit). For the purposes of counting the number of Reproductions: (a) each printed item (e.g. one business card, letter or catalogue) will be one reproduction; (b) each online publication (e.g. a webpage, one electronic newsletter) will be one reproduction; (c) each identifiable copy used in décor will be one reproduction; and (d) each identifiable copy used in a video, film or broadcast will be one reproduction. The number of reproductions will be the number in aggregate for the purposes set out in clause 5.3 (a) – (f). 7. Expanded Licence Terms and Conditions All the terms and conditions of the Standard Licence, including but not limited to the Standard Licence Prohibited Uses, apply to this Expanded Licence. The Expanded Licence amends some of the terms of the Standard Licence to allow you to extend the scope of usages available for the Content you download. In each case where the Standard Licence is amended by the terms of this Expanded Licence, all other terms and conditions of the Standard Licence remain in full force and effect. Not all Content on the Site has an Expanded Licence option. Where it is available, Content is clearly marked with the Expanded Licence option in the Image Options section located beneath the Content. If you do not select and purchase the Expanded Licence product, or there is no Expanded Licence product for the Content you have chosen, your download of the Content will be subject to the terms and conditions of the Standard Licence. The following provisions give effect to, and are the limit of, the expanded scope of usages available to you on the purchase of an Expanded Licence: 7.1 Multi-Seat Use Notwithstanding the Seat Restriction contained in clause 5 which limits the use of the Content to one individual, on the purchase of an Expanded Licence with respect to this specific Content you may increase usage to a maximum of 20 additional individuals within your organisation provided all such individuals are either employees or you warrant that they agree to be bound by this Agreement. You also warrant that you remain liable for all use by such additional individuals. All other terms and conditions of the Standard Licence remain in full force and effect, including all Prohibited Uses. 7.2 Hardcopy Items for Resale - Limited Print Run Notwithstanding the restrictions contained in clause 6 which prohibit the use or display of the Content in items for resale, on the purchase of an Expanded Licence with respect to this specific Content you may produce the following items for resale, licence, or other distribution: (i) up to 20,000 stationery items, postcards, greeting cards, stickers, packaging or paper products (for example, books and book covers); or (ii) up to 10,000 posters, calendars, mousepads or mugs; or (iii) up to 2,000 apparel items, framed or mounted artwork, toys, games or entertainment goods. The above items in or on which the Content is used or displayed for the purposes of resale, licence or other distribution (the “Resale Merchandise”), may be produced provided that: the right to produce the Resale Merchandise in no way grants any ownership right to you, or any recipient of the Resale Merchandise, in any intellectual property or other rights to the Content; you agree to indemnify the pipistock Parties from any cost, liability, damages or expense incurred relating to or in connection with any of the Resale Merchandise; any production of Resale Merchandise in excess of the allowed run size is prohibited and requires a further Licence to be purchased; all other terms and conditions of the Standard Licence remain in full force and effect, including all Prohibited Uses. 7.3 Electronic Items for Resale - Unlimited Reproduction Run Notwithstanding the restrictions contained in clause 6 which prohibit the use or display of the Content in electronic items for resale, on the purchase of an Expanded Licence with respect to this specific Content you may produce an unlimited number of the following items for resale, licence or other distribution: electronic templates for e-greeting or similar cards, electronic templates for website or applications development, PowerPoint or Keynote templates, screensavers, and email or brochure templates. The above items in or on which the Content is used or displayed for the purpose of resale, licence or other distribution (the "E-Resale Merchandise"), may be produced provided that: the right to produce the E-Resale Merchandise in no way grants any ownership rights to you, or any recipient of the E-Resale Merchandise, in any intellectual property or other rights to the Content; you agree to indemnify the pipistock Parties from any cost, liability, damages or expense incurred by any of them relating to or in connection with any of the E-Resale Merchandise; the Content is displayed to a maximum size of 800 x 600 pixels; all other terms and conditions of the Standard Licence remain in full force and effect, including all Prohibited Uses. 7.4 Reproduction/Print Run Limits for Non-Resale Notwithstanding the restriction contained in clause 6 which limits you to 100,000 reproductions of non-resale items complying with the Permitted Uses described in clause 5, on the purchase of an Expanded Licence with respect to this specific Content you may make an unlimited number of reproductions for non-resale items. All other terms and conditions of the Standard Licence remain in full force and effect, including all Prohibited Uses. 8. Excess Reproduction/Print Run In the event you contravene the terms of this Agreement with respect to any of the relevant Reproduction/Print Run Limits stated herein, then pipistock may terminate this Agreement and may pursue remedy from you. At pipistock’s discretion, if the Content is able to be licensed for an Expanded Licence and such a licence would remedy the breach then pipistock shall invoice you for the Expanded Licence fee and you agree to pay such invoice within 30 days of receipt together with interest on the amount from the date of download at pipistock’s bank overdraft rate. 9. Additional Terms 9.1 pipistock reserves the right to not permit the use of any Content for any reason whatsoever and has the right to notify you that certain Content is no longer available for use. On such notification, you agree not to use the Content in any future End Work and to take all reasonable steps to discontinue your use of the Content in any End Work that already exists. 9.2 Notwithstanding the above, where any Content infringes a third party’s rights, including but not limited to intellectual property rights, this Content Licence Agreement will terminate immediately upon pipistock giving notice to you. 9.3 Upon termination of this Agreement, you must immediately cease using the Content, and destroy or delete all copies and archives of the Content and accompanying materials. If requested, you must also confirm to pipistock in writing that you have complied with these requirements. 9.4 All other rights not expressly granted to you are retained by pipistock or the Supplier of the Content as the case may be. 10. Claims If the Member is unable to download the Content, pipistock may permit the Member to download the Content again at a location provided by pipistock. If the Member continues to be unable to download the Content, pipistock will refund the fee actually paid for such Content, provided pipistock is satisfied that the Member has been unable to download such Content successfully. 11. Contact If you have concerns relating to the Site or this Content Licence Agreement, please contact pipistock at contactus@pipistock.co.nz 12. Acknowledgement You acknowledge that you have read the terms and conditions of this Content Licence Agreement and the Membership Agreement, fully understand them, and have had a reasonable opportunity to seek independent advice prior to agreeing to them. In consideration of pipistock agreeing to provide the Content, you agree to be bound by the terms and conditions of this Content Licence Agreement. You further agree that it is the complete and exclusive statement of the agreement between you and pipistock, which supersedes any proposal or prior agreement, oral or written, and any other communication between you and pipistock relating to the subject of this Agreement. By checking “I Agree to the Content Licence Agreement” you accept the terms and conditions set forth herein and agree to be bound by these terms and conditions. |
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