COPYRIGHT LICENSE AGREEMENT
You have been referred to this page as a result of a copyright query concerning one of our hotel photography images. All photography produced by Matthew Shaw Photography is protected by copyright. If you want to use the images and do not already possess a licence to do so, our contact details can be found at the bottom of this page.
If you are entering into this agreement on behalf of your employer, the license granted and restrictions and limitations recited herein apply to your employer and to you as a representative of your employer.
Matthew Shaw Photography supplies the technical and artistic ability to illustrate an idea photographically, and sells the right to reproduce those pictures in a given context. No property or copyright in any pictures shall pass to the Client whether on its submission or on Matthew Shaw Photography's grant of reproduction rights in respect thereof. Where any form of 'all media' Licence is granted, the photographer's permission must be obtained before any use of the Photographs for other purposes eg use in relation to another product or sublicensing. The Licence only applies to the client as stated on the front of the form and its benefit shall not be assigned to any third party without the Photographer's permission.
For the avoidance of any doubt, usage is not permitted by architects, interior designers or other sub-contractor of the original client without the prior permission of Matthew Shaw Photography.
Unless otherwise agreed in writing, all further Licences in respect of the Photographs will be subject to these terms and conditions:
1) Unless stated otherwise, Matthew Shaw Photography grants to the commissioning client a nonexclusive non-sub licensable, non-transferable and non-assignable right to use and reproduce the Licensed Material to the extent explicitly stated therein. Matthew Shaw Photography further grants to the commissioning client the right to have the Licensed Material reproduced, solely to the extent explicitly agreed, by subcontractors of the commissioning client, provided that such subcontractors agree to abide by the restrictions of this Agreement. In particular, subcontractors may only use the material when it is directly promoting the commissioning client and cannot use it for general editorial purposes or promoting their own products.
2) The Licensed Material is strictly limited to the use, medium, period of time, print run, placement, size of image, territory and any other restrictions. Matthew Shaw Photography grants the commissioning client the right to utilise the Licensed Material in the sales and production process that may be necessary for the intended use specified. The terms specified in this Agreement, shall not be modified without the express written consent of Matthew Shaw Photography, and any attempt to modify the Agreement without such express written consent, or any attempted deviation from the terms thereof of this Agreement, shall nullify Matthew Shaw Photography indemnity obligations, and the representations and warranties made by Matthew Shaw Photography hereunder. The commissioning client shall not undertake any expanded use of the Licensed Material without the prior approval of Matthew Shaw Photography and the payment of any additional license fee required by Matthew Shaw Photography for such expanded use. The commissioning client shall promptly notify Matthew Shaw Photography of any expanded use of the Licensed Material for which the commissioning client has not received Matthew Shaw Photography prior approval, and shall pay to Matthew Shaw Photography any additional license fee required by Matthew Shaw Photography for such expanded use. The rights and remedies of Matthew Shaw Photography hereunder shall be in addition to, and not in lieu of, any other rights or remedies that Matthew Shaw Photography may have at law or in equity.
3) Matthew Shaw Photography grants no rights and makes no warranties with regard to the use of names, trademarks, trade dress, registered, unregistered or copyrighted designs or works of art or architecture depicted in any Licensed Material, and the commissioning client must satisfy itself that all the necessary rights or consents regarding any of the above, as may be required for Reproduction, have been obtained.
4) No releases exist for this Licensed Material unless expressly stated by Matthew Shaw Photography . The commissioning client shall be solely responsible to determine whether a release is required to use any such Licensed Material. Some jurisdictions provide legal protection to people, places and things where any Licensed Material is to be used for commercial purposes.
5) Use of Licensed Material in a manner not expressly authorised by the Appendix and this Agreement (i) may constitute an infringement of the proprietary rights of Matthew Shaw Photography or a third party and (ii) may result in the commissioning client incurring or being responsible for any damages resulting from any such use, including any damages resulting from any claims for infringement of the intellectual property or proprietary rights of Matthew Shaw Photography or a third party.
6) While Matthew Shaw Photography makes efforts to correctly caption the subject matter of the Licensed Material, Matthew Shaw Photography does not warrant that such information is accurate.
7) Limitations on Reproduction Rights and Credit Lines: the following credit line must appear adjacent to any Licensed Material utilised in an editorial manner: “Photograph: www.matthewshaw.co.uk”
8) No ownership or copyright in any Licensed Material shall pass to the commissioning client by the issuance of the License contained in this Agreement. Except as expressly set forth in this Agreement, Matthew Shaw Photography grants the commissioning client no right or license, express or implied, to the Licensed Material. the commissioning client shall provide applicable copyright notice and/or protection. Upon demand, the commissioning client shall immediately assign to Matthew Shaw Photography (or Matthew Shaw’s designee) any copyright of or to the Licensed Material arising out of the publication of the Licensed Material. No copyright information shall be removed from any digital file.
9) The representations and warranties of Matthew Shaw Photography made herein will have no force or effect if the licensed material is used by the commissioning client in any manner not specifically authorised in this agreement or if the commissioning client is otherwise in breach of this agreement.
Matthew Shaw Photography warrants to the commissioning client that the digital or analogue copy of the Licensed Material in the form downloaded by the commissioning client or delivered by Matthew Shaw Photography by any means to the commissioning client will be free from defects in material and workmanship for 30 days from the date of delivery. The sole and exclusive remedy for a breach of the foregoing warranty is the replacement of the digital or analogue copy of the Licensed Material.
10) Matthew Shaw Photography represents and warrants to the commissioning client that:
a) It has all necessary rights and authority to enter into and perform this Agreement in accordance with its terms, including, but not limited to, the right and authority to license the use of any Licensed Material as expressly agreed, including the rights to license the copyrights in and to the Licensed Material on the terms and conditions set forth in this Agreement;
b) Matthew Shaw Photography makes no representations or warranties as to whether or not any additional fees or payments may be due to any model depicted in Licensed Material pursuant to the requirements of any applicable trade union. the commissioning client shall be solely responsible for such additional fees or payments.
The foregoing representations and warranties apply only to the Licensed Material as delivered by Matthew Shaw Photography when used in accordance with the terms of this Agreement.
Except as expressly set forth in sections 10(a) and 10(b) above, Matthew Shaw Photography makes no other warranties, express or implied, including, without limitation, any implied warranties of merchantability or fitness for a particular purpose. Matthew Shaw Photography shall not be liable to the commissioning client or any other person or entity for any general, punitive, special, direct, indirect, consequential, incidental, lost profits or other damages arising out of this agreement or otherwise, even if Matthew Shaw Photography has been advised of the possibility of such damages.
11) Upon notice from Matthew Shaw Photography , or upon the commissioning client’s knowledge, that any Licensed Material is subject to a threatened or actual claim of infringement, violation of another right, or any other claim for which Matthew Shaw Photography may be liable herein, or if Matthew Shaw Photography retires any Licensed Material for any reason, the commissioning client will physically remove the Licensed Material from its network, if possible, and cease any future use at its own expense. Matthew Shaw Photography shall provide the commissioning client with comparable Licensed Material (which comparability will be determined by Matthew Shaw Photography in its reasonable commercial judgment) free of charge, but subject to the other terms and conditions of this Agreement.
12) The commissioning client agrees to indemnify and hold Matthew Shaw Photography harmless against any claim for damages, losses or any costs, including legal fees, arising in any manner whatsoever from the unauthorised use of any Licensed Material or for the commissioning client’s breach of any of the terms of this Agreement.
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