Terms and Conditions
A. The Licensor is the owner of the intellectual Property in connection with the Photographs.
B. The Licensor has agreed to grant a licence to the Licensee to use the Photographs.
General Terms and Conditions
This Agreement is made in consideration of the mutual covenants contained herein.
1. Definitions and interpretation
In this Agreement:
Agreement means this Licence Agreement
Commencement Date means the date when the Photographs have been furnished to the Licensee as the start date of the Term.
Photographs means any and all photographic material furnished by the Licensor, whether transparencies, negatives, prints or digital files to the Licensee.
(a) This Agreement commences on the Commencement Date.
(b) By accepting this Agreement by conduct such as acknowledging it in writing (including by email), the Licensor acknowledges and agrees that the Licensor has had sufficient chance to read and understand the Agreement and the Licensor agrees to be bound thereby. If any terms are proposed by the Licensor, those terms are deemed void and of no effect and the Licensee is deemed, by receipt of the Photographs furnished by the Licensor, to have made a counter-offer to use the intellectual property rights in connection with the Photographs to the Licensor subject only to this Agreement.
The Licensor grants to the Licensee a non-exclusive, perpetual, irrevocable, royalty free and worldwide licence to use the Intellectual Property to use, copy and communicate (including online) the Photographs.
4. Obligations of the Licensee
The Licensee must comply, within a reasonable time, with all reasonable directions issued by the Licensor in writing regarding the manner of use of the Photographs, provided, however, that such reasonable directions must not hindered the purpose of the licence.
5. Licensor's warranties
(a) The Licensor warrants that the use of any or all of the Photographs according to the terms and conditions of this Agreement will not result in the infringements of proprietary rights of third parties.
(b) The Licensor indemnifies the Licensee against any losses, costs, actions, claims, demands, expenses, judgments, court orders or other liabilities arising directly or indirectly out of or in connection with any claim made or threatened, whether by legal proceedings or otherwise, against the Licensee by a third party on the grounds that by virtue of rights to which such third party lays claim, under letters patent or copyright (whether registered as a design or not) or any other similar right or claim including rights arising from the disclosure under cover of confidence, such third party is entitled to prevent or interfere with the free use of any or all of the intellectual property in connection with the Photographs by the Licensee pursuant to this Agreement. The Licensor also indemnifies the Licensee against any claim by the Licensee's customers in respect of any similar loss or injury and court fees and expenses of damages and costs and loss or injury suffered by compliance with an injunction ordered on the part of such customer.
6. Applicable law
This Agreement is subject to the laws of the State of Queensland having exclusive jurisdiction over any disputes arising in respect of this Agreement.
7. No partnership or agency relationship
Nothing contained in this Agreement must be deemed to constitute partnership between the parties and nothing contained in this Agreement must deem either party to be the agent of the other party and the Licensor must not hold itself out as, engage in any conduct or make any representation which may suggest to any person that the Licensee is for any purposes, the agent of the Licensor.
8. Entire agreement
This Agreement sets out the entire agreement between the parties and it replaces all previous communications, representations, inducements, undertakings, agreements and arrangements between the parties in respect of its subject matter and this Agreement may not be modified except by written agreement signed by each party.