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Licensing for MULTIPLE USE Library Photographs from
the Adrian Warren Photo Library

THE TERMS AND CONDITIONS FORM A BINDING LEGAL AGREEMENT BETWEEN THE AUTHORISED LICENSEE ("YOU") AND THE ADRIAN WARREN PHOTO LIBRARY. READ THIS AGREEMENT CAREFULLY.

The terms:

(a) PHOTOGRAPH includes a photograph, transparency, digital file or any other item which may be offered for the purposes of reproduction; and

(b) REPRODUCTION includes any form of publication or copying of the whole or part of any photograph, altered or not, whether by printing, photography, slide projection (whether or not to an audience), xerography, artist's reference, artist's illustration, layout or presentation, electronic or mechanical reproduction, transmission or storage by any other means.

1. Licensing structure and permitted usage
Subject to the other terms of the Agreement the Adrian Warren Photo Library grants to you a personal, non-exclusive, non-transferable, right to use the Photograph(s) for the selected use and subject to payment of the calculated fee.
 
The Photograph(s) may be accessed and used by up to ten (10) designated people employed by you (the "Designated Users") for the purposes set out below only. This is not a simultaneous user licence. Only the Designated Users may access and use the Photograph(s) even if fewer than ten (10) persons are accessing and using the Photograph(s) at any particular time.

You may:
Incorporate the Photograph(s) into your own original work or product and publish, display and distribute your work or product in any media other than the exemptions stated below. You may not re-sell, sublicense or otherwise make available the Photograph(s) for use or distribution separately or detached from such work or product. You may provide third parties with copies of the Photograph(s) as an integral part of a work or product, but you may not provide, or permit or allow the use of, the Photograph(s) separately or as part of any other work or product. For example, the Photograph(s) may be used as part of a web site page design, but they may not be made available for downloading separately or in a format designed or intended for permanent storage or re-use by others.

Modify or alter the Photograph(s) as is necessary for your use provided that any derivative work created, as detailed in paragraph 12, belongs to the Adrian Warren Photo Library. Such derivative work may be used only as permitted in accordance with our Agreement, and you hereby assign any and all copyright in respect of such derivative work to the Adrian Warren Photo Library. If requested by the Adrian Warren Photo Library, you agree to execute such further documents or perform such acts as the Adrian Warren Photo Library may request to give affect to such assignment and you agree that the Adrian Warren Photo Library may execute such documents or perform such acts as your agent if you fail to do so within fourteen (14) days of a request to do so.

Store, reproduce and transmit the Photograph(s) on a computer, local area network, storage jukebox or similar electronic device provided that only the Designated Users are permitted access to the Photograph(s).

Make one (1) copy of these Photograph(s) for backup or archive purposes only. Any copy made must include the copyright and credit line as detailed in paragraph 2 and remain subject to the other terms of the agreement.

You may NOT use, or permit or allow the use of, the Photographs:
for cards, calendars, posters, prints or merchandise for re-sale.
in electronic, Internet, on-line or other digital applications unless BOTH of the following conditions are met:
(i) the Photograph(s) are incorporated for viewing purposes only and a notice is included with the Photograph(s) specifying that the Photograph(s) may not be saved or downloaded and are only to be used for viewing purposes; and
(ii) the Photograph(s) are embedded at a base resolution no higher than 512 x 768.

The right to use the Photograph(s) is only granted for the use specified and for no other purpose. Any rights not granted above are specifically reserved for the Adrian Warren Photo Library's use and future disposition without any limitations whatsoever. You do not acquire any right, title or interest in or to the Photograph(s) except as specifically specified. The rights granted are subject to due payment in full of the calculated fee specified in accordance with the terms of the Agreement and no rights are otherwise granted by your possession of the Photograph(s) or this Licence. You agree to pay the fee specified, and any other fees or charges payable to the Adrian Warren Photo Library, in advance of your use of the Photograph(s). Unless otherwise specified all fees are exclusive of VAT which you must also pay to the Adrian Warren Photo Library. Additional rights may be available subject to payment of an additional fee. If you are unsure of your rights under this Licence, or if you wish to use the Photograph(s) in a manner not specified, please contact the Adrian Warren Photo Library at info@lastrefuge.co.uk.

Use of the Photograph(s) other than in accordance with the terms of the Agreement constitutes copyright infringement and breach of contract and may result in appropriate legal action.

2. Copyright & Credit Line
The Photograph(s) is/are protected by copyright. All rights to the Photograph(s) are owned by the photographers and licensed by the Adrian Warren Photo Library.

Where customary, or required by law, a copyright and credit line must be included with the reproduction of the Photograph(s) in the following format : (photographer name)/the Adrian Warren Photo Library. Since it is difficult to quantify the loss or damage incurred due to an incorrect or missing credit, you agree that a reasonable amount of liquidated damages payable by you to the Adrian Warren Photo Library if the credit is missing or incorrect is 50% of the fee specified.

3. Unauthorised use
The Adrian Warren Photo Library calculates the specified fee by relying in good faith on the information provided by you for the use specified. Since it is difficult to quantify the loss or damage incurred if you use the Photograph(s) other than in accordance with the Agreement, including but not limited to the number of uses, the publication utilised, or the size of reproduction, the Adrian Warren Photo Library shall have the option to forego its right to sue for copyright infringement and breach of contract if you pay, as liquidated damages, a sum equal to three (3) times the normal fee which the Adrian Warren Photo Library would have charged for such use, within fourteen (14) days of the Adrian Warren Photo Library invoicing you for such fee. If you fail to make such payment the Adrian Warren Photo Library shall have the right to sue for copyright infringement and breach of contract.

4. Statement of use
If the Photograph(s) is/are used in a print publication you agree to send, at your cost, to the Adrian Warren Photo Library two (2) free tear sheets containing a reproduction of the Photograph(s) within (thirty) 30 days of publication. In other media alternative evidence of use must be provided if requested. Failure to supply these tear sheets or such alternative evidence shall be considered to be a material breach of the Agreement.

5. Term of licence
The term of this Licence is for a period of twelve (12) months from the date stated above unless otherwise specified. The Agreement will terminate automatically without notice from the Adrian Warren Photo Library once the permitted use has been completed or if you fail to pay the applicable fees or fail to comply with any other provision of the Agreement or if you are declared bankrupt, insolvent or if a resolution, petition or order or winding-up is made against you or any representation made by you proves to be false. Upon termination, you must immediately (a) stop using the Photograph(s) and (b) delete the Photograph(s) and all copies of it from all electronic and/or magnetic media and destroy all other copies of the Photograph(s) within your possession or control, or upon request of the Adrian Warren Photo Library, return all such copies to the Adrian Warren Photo Library.

6. Non-transferable
"Non-transferable," as used in paragraph 1, means that the work you produce using the Photograph(s) must be for your own use, or for the use of your direct employer, client, or customer, who must be the end-user of your work. You may not sell, rent, loan, give, sublicense, or otherwise transfer to anyone the Photograph(s) or the right to use the Photograph(s) (except insofar as it has been incorporated by you into the permitted use specified in paragraph 1), and nothing you produce shall grant or purport to grant to any third party a right to use or reproduce the Photograph(s). You agree to take all commercially reasonable steps to prevent third parties from reproducing or distributing the Photograph(s), including affixing the credit line as detailed in paragraph 2 and implementing appropriate security protection and compliance procedures.

7. Storing the Photograph(s)
The Photograph(s) may not be reproduced or stored by computer or transmitted by a computer network other than is immediately necessary for the permitted use specified. Where the Photograph(s) is/are provided by the Adrian Warren Photo Library on CD you may not:

8. Indemnification
You agree that you will not use, or permit or allow the use of, the Photograph(s) to infringe any copyright, trade mark rights or any other intellectual property rights, moral rights or similar rights, to defame any person or violate any person's right of privacy or publicity, for any obscene, indecent or blasphemous purpose, or in any other way which is illegal or unlawful. You agree not to use, or permit or allow the use of, the Photograph (s) as a trade or service mark, or claim any proprietary rights of any sort in the Photograph(s) or any part. You agree to indemnify and hold the Adrian Warren Photo Library harmless against any claim, loss, damage or liability of any kind (including reasonable legal fees and expenses) arising from any use of the Photograph(s) other than in accordance with the terms of the Agreement.

9. Warranties
the Adrian Warren Photo Library provides its online image system, the Photograph(s), the accompanying data (including captions) and any media on which the Photograph(s) (the "Materials") are supplied "as is" and on an "is available" basis without any representation or endorsement and without warranty of any kind whether express or implied, including, but not limited to, warranties of satisfactory quality, fitness for a particular purpose, non-infringement, compatibility, security and accuracy. The the Adrian Warren Photo Library does not warrant that use of the Materials will be uninterrupted, error free or free of viruses or bugs or that defects will be corrected, or give any warranty otherwise as to their functionality, accuracy, or reliability.

10. Limitations of liability
In no event will the Adrian Warren Photo Library be liable for any damages including, without limitation, indirect or consequential damages, or any damages whatsoever arising from use or loss of use, data, or profits, whether in action of contract, negligence or other tortious action, arising out of or in connection with the Agreement including without limitation (a) the use of or inability to use the Photograph(s) or (b) the inability to obtain additional rights to the Photograph(s) (including making additional copies), even if the Adrian Warren Photo Library has been advised of the possibility of such damages. In any event, the limit of liability of the Adrian Warren Photo Library shall be the fee paid for the Photograph(s) to the Adrian Warren Photo Library.

11. Interpretation and Governing Law
The Agreement contains the entire agreement and understanding between the parties relating to the Photograph(s) and supersedes any prior agreement. If any provision of the Agreement should be determined to be illegal, invalid or otherwise unenforceable by reason of the laws of any state or country in which the Agreement is intended to be effective, then to the extent and within the jurisdiction which that provision is illegal, invalid or unenforceable, it shall be severed and deleted from this Agreement and the remaining terms and conditions shall survive, remain in full force and effect and continue to be binding and enforceable. The Agreement shall be governed by and construed in accordance with the laws of England and Wales. Disputes arising under the Agreement shall be exclusively subject to the jurisdiction of the courts of England and Wales.

12. Derivative work
A derivative work is anything sourced from or referenced from the Photograph (s). If you manipulate, clone, copy, trace, or include the Photograph(s) or any part in a montage or use the Photograph(s) as the basis for an artist's reference, or change the Photograph(s) in any way you create a derivative work.