This is a legal agreement between you or your company, firm or other organisation ("you") and GFCimages.com ("GFCimages"). GFCimages has been appointed agent by its Contributors to grant this Licence on their behalf.
Please read this agreement carefully in its entirety before you download or use any image. By confirming the purchase of the Image(s) or downloading the Image(s) you have selected from this website you agree to be bound by the terms of this EULA (the "Agreement") and the Image usage restrictions contained herein. If you do not wish to accept the terms of this Agreement, please delete the unused Image(s).
Means the terms and conditions set out in this Agreement and includes the terms contained in the Invoice. The terms contained in the Invoice replace those in this Agreement to the extent of any inconsistency.
Means the owner(s) of the copyright in the Image(s) or their agent(s) who have submitted the Image(s) to GFCimages.
Means Gianfranco Calcagno, trading as GFCimages.
Means the computer-generated or pre-printed invoice provided by GFCimages that may include, without limitation, details of the Images selected, any limitations on the Licence in addition to those specified herein, the key terms of the Licence and the corresponding price for the Licence. The terms contained in the Invoice shall be incorporated into this Agreement and all references to the Agreement shall include those terms.
Means the Image(s) you have selected which are identified on the Invoice or, in the case of a virtual CD, the CD which is identified on the Invoice.
Means the non-exclusive (unless otherwise stated in the Invoice) non-sublicensable right GFCimages grants to you to use the Image(s).
Includes any form of copying or publication of the whole or part of any Image whether by printing, slide projection or other display (whether or not to an audience), electronic, digital or mechanical means, use as a reference by an artist or in an artist’s illustration or by any other means. Reproduction further includes the copying or distortion or manipulation of the whole or part of any Image (for example, by computer, electronically, digitally by an artist or by any other means), even though the resulting image may not appear to a reasonable person to be derived from the original Image.
Means a model or property release or any other release of a third party right or other permission which it is necessary or desirable to obtain in respect of any Image.
Means any sum or sums payable to GFCimages by you in respect of the Licence.
The parties to this contract are GFCimages and you. GFCimages has been appointed agent by its Contributors to grant this Licence on their behalf.
3.1 GFCimages grants to you a non-exclusive and non-assignable right to Reproduce the Image(s) on a worldwide and perpetual basis solely as part of the following (or as otherwise agreed in writing by GFCimages):
a. advertising and promotional materials (including packaging);
b. online or other electronic distribution systems (including web page design, but subject to clause 3.8) up to a maximum resolution of 72 dpi;
c. broadcasts or theatrical exhibition. Note that GFCimages must be credited in all such instances;
d. any products (including for-sale products) or publications (electronic or print), subject to clause 3.8; and/or
e. materials for personal, non-commercial use and test or sample use, including comps and layouts. Please note, not all of GFCimages’ Images have Releases. It is your responsibility to check that all necessary Releases have been secured (see clause 8.3 below).
When exercising this right you must ensure any notice of copyright, trademark or other propriety right is not removed from any place where it is placed on or embedded in the Image.
3.2 You may alter, crop, manipulate and create derivative works from the Image(s), so long as you ensure any notice of copyright, trademark or other propriety right is not removed from any place where it is placed on or embedded in the Image.
3.3 The Image(s) may be shared by creating an image library, network configuration or other similar arrangement so long as no more than five (5) individuals employed by the same entity have access to the Image(s) This is not a "simultaneous users licence", in other words you may not have more than five (5) specific people access the Image(s) even if only five (5) people are accessing the Image(s) at any particular time. For the Image(s) to be used by more than five (5) individuals you must first contact GFCimages to negotiate an extension of the Licence.
3.4 If you are an intermediary (for example an advertising agency) you may not sublicense, sell, assign, convey or transfer this Agreement or any of its rights under this Agreement but you may sub-license an Image as part of a derivative work (for example an advertisement) to your clients. Should your clients wish to incorporate the Image in their own work they should contact GFCimages to purchase a licence.
3.5 The Image(s) as stored and shared by you must retain the copyright symbol, the name of GFCimages, the Image(s)’ identification numbers and any other information as may be invisibly embedded in the electronic files containing the original Image(s).
3.6 The Image(s) may not be distributed by a mobile phone device in a way that would allow any third party to download, extract or access the Image(s) as a standalone file.
3.7 You must not incorporate Images (or any part of them) into a logo, trade mark or service mark.
3.8 The Image(s) may not be sublicensed, resold or otherwise made available for downloading, use or distribution separately. For example, the Image(s) may be used as an integral part of a web page design, but may not be made available for downloading separately or in a format designed or intended for permanent storage or re-use by website users. Similarly, your customers may be provided with copies of the Image(s) as an integral part of work product, but may not be provided with the Image(s) or permitted to use the Image(s) separately.
3.9 If any Image featuring a model is used in (i) a manner that would lead a reasonable person to believe that the model personally uses or endorses a product or service, or (ii) if the depiction of the model in the Image would be unflattering or unduly controversial to a reasonable person, you must accompany each such use with a statement indicating that the person is a model and the Image is being used for illustrative purposes only.
3.10 GFCimages does not warrant the accuracy of the captioning, keywording or any other information associated with the Image(s).
3.11 You may not use the Image(s) in a pornographic, defamatory, fraudulent, lewd, obscene or otherwise illegal manner, including but not limited to infringing any third party intellectual property or privacy rights, whether directly or in context or by juxtaposition with other materials.
3.12 You may not use GFCimages' Images in a manner that competes with GFCimages' business. This includes, by way of illustration only and not by way of limitation, displaying Images in any format (including thumbnails) for download on a website, offering GFCimages for sale, or including GFCimages in templates of any nature, including templates for websites, social networking websites (e.g., MySpace.com, Facebook, etc.) documents, projects or otherwise for distribution and/or sale to third parties.
3.13 Promotional uses must comply, in all respects, with the restrictions set forth in this document. You may not sell or distribute items (e.g., mousepads, calendars, mugs, t-shirts, bookmarks, etc.) that incorporate Images.
3.14 You must abide by any restriction on use notified to you by GFCimages before, after or at the time of delivery of the Image(s), either in the information accompanying the Image(s), the Invoice or otherwise.
3.15 GFCimages, after reasonable notice, may inspect any records, accounts and books relating to the Reproduction of any of the Image(s) to ensure that the Image(s) are being used in accordance with this Agreement.
No ownership or copyright in any Image shall pass to you by the issue of the Licence. Unless otherwise agreed in writing, if any Image is reproduced by you for editorial purposes (i.e., for any non-promotional purpose) you must include the credit line "(Photographer’s or Agency’s name)/GFCimages", or any other credit line specified by GFCimages. If a credit line is omitted then an additional fee equal to thirty percent (30%) of the original amount invoiced attributable to the Image in question shall be payable by you.
GFCimages' copyright notice and image identification reference which appear in the Image file must remain with your digital copy of the Image at all times. You will retain the copyright notice, the name of GFCimages and the respective artist, the respective RF Image reference and any other information or metadata that is embedded in the electronic file that comprises any Image which you have downloaded from the Website or otherwise received from GFCimages. Failure to maintain the integrity of the copyright information will constitute a breach of this Agreement.
5.1 GFCimages guarantees that should any Image have defects in material or workmanship and these are notified in writing to GFCimages within thirty (30) days from the date of delivery of the Image then GFCimages will either replace the Image with another digital copy of the Image free from defect or refund the Licence Fee paid by you to the extent attributable to the defective Image, at GFCimages’ option.
5.2 GFCimages makes no other warranty, express or implied, including, without limitation, any implied warranties of merchantability or fitness for a particular purpose. Neither GFCimages nor its contributors shall be liable to you or any other person or entity by reason of any representation (unless fraudulent) or any implied warranty, condition or other term, or any duty at common law, or under the express terms of this Agreement for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the negligence of GFCimages, its servants or agents or otherwise) which arises out of or in connection with this Agreement, even if GFCimages has been advised of the possibility of such damages, costs or losses. GFCimages’ maximum liability arising out of or in connection with your use of or inability to use the Image (whether in contract, tort or otherwise) shall, to the extent permitted by law, be limited to five (5) times the value paid by you for the relevant Image.
5.3 The terms of clause 5.2 shall not preclude any liability or claim for death or bodily injury or any claim arising from wilful default or gross negligence on the part of GFCimages or any of its employees, agents or otherwise. Each provision of clause 5.2 is to be construed as a separate limitation (applying and surviving even if for any reason one or other of such provisions is held to be inapplicable, unreasonable or unenforceable in any circumstances) and shall remain in force notwithstanding the termination of this Agreement.
No reproduction of any Image is authorised until payment in full has been received by GFCimages. Any Reproduction by you or on your behalf prior to payment being received by GFCimages constitutes a breach of this Agreement which entitles GFCimages immediately to terminate this Agreement and further constitutes an infringement of copyright.
You agree to indemnify and hold GFCimages and its Contributors harmless against any claims, damages, losses, expenses or costs, including legal costs, arising in any manner whatsoever from your unauthorised use of any Image supplied to you by GFCimages, on behalf of the Contributor, or any other breach by you of any of your obligations under this Agreement.
8.1 GFCimages gives no representations or warranties whatsoever as to the existence of any Releases associated with the Image(s).
8.2 GFCimages gives no representations or warranties whatsoever with respect to the use of names, trade marks, logos, uniforms, registered or copyrighted designs or artistic works depicted in any Image.
8.3 You must satisfy yourself that all Releases as may be required for Reproduction of the Image(s) have been secured. You are solely responsible for obtaining all such Releases and the Licence is conditional in each case on your obtaining them. If you are unsure as to whether any Releases are needed for your Image usage, then it is your responsibility to consult with relevant parties. You shall not rely upon any representation or warranty given by GFCimages employees or representatives save as set out in this Agreement.
Use of an Image in a manner not specifically authorised under the terms set out in the Invoice or otherwise in the Agreement constitutes a breach of the Agreement and an infringement of copyright.
GFCimages shall be under no obligation to refund your fee under any circumstances. However, in the event that GFCimages determines that you are entitled to a refund of all or part of your fee, such refund shall only be made to the credit card account originally used by you to purchase the Image.
Cancelling the Licence revokes an right to publish, reproduce or use the Image(s) in any manner whatsoever.
11.1 Unless otherwise agreed by us in writing, all Invoices are payable by you within 30 days.
11.2 If you do not make full payment of an Invoice on time we reserve the right to charge interest on the outstanding amount at the rate prescribed by the Late Payment of Commercial Debts (Interest) Act 1998 from the date payment was due until payment is made.
You should make sure that you examine the Image(s) for possible defects (whether digital or otherwise) before sending the Image(s) for Reproduction. Subject to clauses 5.1 and 5.4, GFCimages shall not be liable for any loss or damage suffered by you or any third party arising from any alleged or actual defect in any Image or its caption or in any way from its Reproduction.
Due to the nature of server provision, downtime and lost transmissions may occur as part of routine maintenance. You are advised to maintain a copy of your account status and details of Image(s) purchased.
14.1 The Licence will terminate immediately if you (a) enter into voluntary or compulsory liquidation, (b) have a receiver appointed or (c) fail to perform any of your obligations under the Agreement within 28 days of our giving you notice to comply. In the event of termination, all rights granted will immediately revert to us and any further exploitation of any Image shall constitute an infringement of copyright.
14.2 No variation of any of these Terms shall be effective unless in writing and signed by GFCimages and you. No action of GFCimages, other than an express written waiver, may be construed as a waiver of any clause of this Agreement. In the event that GFCimages waives any specific part of this Agreement, such fact does not mean that any other part is waived. In the event of any inconsistency between the Terms and the terms contained in any purchase order or other communication sent by you, the terms of this Agreement shall prevail.
14.3 Should any clause of this Agreement be found unenforceable, that will not affect any other clause and each will remain in full force and effect.
14.4 This agreement, its validity and effect, shall be interpreted under and governed by the laws of England and be subject to the exclusive jurisdiction of the English courts. If GFCimages is required to enforce its rights as a result of any breach of these terms, whether legal proceedings are commenced or not, you agree to indemnify GFCimages in respect of all reasonable legal fees and costs incurred by GFCimages in relation thereto.