Photo & website Usage License Agreement

PICSY LTD user & Photography & image License Agreement 2021

PLEASE READ THIS AGREEMENT CAREFULLY AND IN ITS ENTIRETY BEFORE YOU UPLOAD OR USE ANY CONTENT. BY CONFIRMING YOU AGREE TO THE IMAGE / PHOTO CONTENT YOU ARE TO USING OUR SITE AND FOLLOWING OUR PRE SET RULES AND TERMS AND CONDITIONS WITH REGARDS TO OUR COPYRIGHT AGREEMENT AND WEBSITE USAGE.

KEY POINTS

1. 0.0 YOU AGREE THAT ALL IMAGES OR CONTENT IS OWNED AND CONTROLLED FULLY BY YOU AS THE LEGAL OWNER ANY IMAGES OR CONTENT UPLOADED BY YOU THE ARTISTS WILL BE TAKEN AS BELONGING TO YOU IF ANY IMAGES ARE FOUND TO NOT BELONG TO YOU THEY MAY BE TAKEN OFF OUR WEBSITES AND YOUR ACCOUNT MAY BE CLOSED ANY DAMAGES FROM ILLEGAL CONTENT BE PASSED ALONG TO THE OWNER.
2. 0.1 PICSY LTD AND TRADING PARTNERS AGREE TO HANDLE ALL YOUR CONTENT IN A RESPONSIBLE MANNER AND HOLD YOUR PERSONAL UPLOADS AND DATA SAFE
3. 0.2 PICSY AGREE TO HEREBY FOLLOW ALL TERMS AND CONDITIONS LISTED BUT DOES RESERVE THE RIGHT CHANGE AND UPDATE THIS AGREEMENT WITH NOTICE.
4. 1.0 THE CONTENT YOU HAVE SELECTED FROM THIS WEBSITE YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT AND THE CONTENT USAGE.
5. 1.1 THIS IS A LICENSE AGREEMENT IS BETWEEN YOU, AND ( PICSY ltd ) AND OTHER TRADING NAMES WE SELL UNDER OTHER ENTITY ON WHOSE BEHALF YOU ARE ENTERING INTO THIS AGREEMENT IF YOU AGREE TO THE TERMS LISTED IN THIS DOCUMENT.
6. 1.2 ARTISTS WILL GIVE RIGHTS TO PICSY TO DISPLAY IMAGES ON OUR WEBSITES AND TO ADVERTISE SAID IMAGE AS A CANVAS ON ANY OF OUR WEBSITE.IN DIFFERENT PRINT AND ONLINE FORMATS.
7. 1.3 ARTISTS HAVE FULL CONTROL AND OWN THE COPYRIGHT OF THE IMAGE AND REMAIN THE OWNERS OF THE IMAGE AND ORIGINAL FILES FROM THE POINT OF UPLOADING TO TAKING SIAD IMAGE OFF THE WEBSITE.
8. 1.4 ARTISTS GIVE RIGHTS TO ( PICSY ltd ) TO USE IMAGES FOR RETAIL FOR SUCH USE AS CANVAS PRINTING PICTURE PRINTS POSTERS AND OTHER PRINTING AND DIGITAL SALES AND MARKETING.
9. 1.5 PICSY HOLDS ALL COPYRIGHT USAGE ONCE SAID IMAGE / CONTENT HAS BEEN BROUGHT BY 3RD PARTY BUYER AT WHICH POINT IMAGES CAN NOT BE CLIAMED BACK BY ARTISTS BUT CAN STILL BE TAKEN OFF THE WEBSITE TO STOP OTHER SALES OF SAID CONTENT.
10. 1.6 PICSY GIVES FULL CONTROL TO ARTISTS FOR ADDING AND REMOVING CONTENT AND IMAGES THE COPYRIGHT TO EVERY IMAGE BELONG TO ATRISIT ONCE CONTENT HAS BEEN REMOVED THIS CAN TAKE UP TO 48 HOURS FOR PICSY TO REMOVE THIS OFF OUR WEBSITES IN THIS TIME ANY SALES THAT HAVE BEEN TAKEN WILL BE FULFILLED AND THE ATRISIT WILL BE GIVEN ROYALTIES TO REFLECT THIS.
11. 1.7 ARTISTS WILL BE GIVEN A PERCENTAGE OF GROSS SALE THIS AMOUNT IS 10% THIS AMOUNT CAN BE CHANGED BY ARTISTS IN THERE CONTROL PANEL THIS AMOUNT OF ROYALTIES CAN BE CHANGED AND IN TURN THE END SALE VALUE WILL BE HIGHER OR LOWER WE AGREE TO NO LESS THAN 10% UNLESS STATED IN WRITTEN.
12. 1.8 RETURNS POLICY - ANY ROYALTIES FROM SOLD CANVAS WILL BE SENT TO ARTISTS THIS AMOUNT WILL BE A PERCENTAGE OF THE TOTAL SALE VALUE THAT IS SET BY THE ARTISTS IF ANY CANVAS IS SOLD AND THEN RETURNED AND A REFUND HAS TAKEN PLACE THIS AMOUNT WILL BE DEDUCTED FROM FUTURE ROYALTIES MADE IF PAYMENT HAS ALREADY BEEN SENT FOR SAID SALE.
13. 2.0 PICSY RESERVES THE RIGHT TO CLOSE ACCOUNTS WHICH DO NOT FOLLOW OUR STRICT COPYRIGHT RULES AND USAGE AGREEMENT, WE WILL NOTIFY YOU OF A BREACH AND WILL ALWAYS DO OUR BEST TO WORK WITH YOU. CLOSING OF AN ACCOUNT IS OUR LAST RESORT RESERVE THE RIGHT TO TAKE ACTION STRAIGHT AWAY EMAILING YOUR CASE WILL BE READ AND REVIEWED AND FINAL JUDGMENT WILL BE MADE AFTER A REVIEW PROCESS TAKES PLACE.
14. 2.1 PICSY AND TRADING NAMES RESERVES THE RIGHT TO REMOVE CONTENT AND DO REGULAR MAINTENANCE WORK WE WILL ALWAYS COMMUNICATE THIS WITH YOU 24 HOURS BEFORE IN EMAIL OR ON WEBSITE COMMUNICATION.

1. Definitions

• “Content” means photographs, vectors, drawings, cinemagraphs, illustrations, fonts, graphics and any other such digital material featured on the Picsy website or archives and that has been selected and identified on the invoice.
• “Footage” means any moving Content, animations, films, videos or other audio/visual representations, excluding still Content, recorded in any format that are available for license from the website or Picsy.
• “Image(s)” means photographs, vectors, drawings, cinemagraphs, and the like available for license from the Picsy website or archives.
• “Terms” means the terms of service 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.
• “Contributor” means the owner of the copyright in the Content or their agent(s) who have submitted the Content to Picsy.
• “Invoice” means the computer-generated or pre-printed invoice provided by Picsy that may include, without limitation, details of the Content selected, any limitations on the License in addition to those specified herein, the key terms of the License and the corresponding price for the License. The terms contained in the Invoice shall be incorporated in this Agreement and all references to the Agreement shall include those terms.
• “License” means the non-exclusive (unless otherwise states in the Invoice) non-sub-licensable right Picsygrants to you to use the Content.
• “Reproduction” includes any form of copying or publication of the whole or part of any Content 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 Content (for example, by computer, electronically, digitally by an artist or by any other means), event though the resulting content may not appear to a reasonable person to be derived from the original Content.
• “Release” 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 Content.
• “License Fee” means any sum or sums payable to Picsy Photography by you in respect of the License.
• “Non-Exclusive Right” means you do not have exclusive rights to use the content. Preserved Light can license the same content to other customers.
• “Comp Use” means content that is copied, modified and incorporated in materials for sample use including comprehensive layouts.
• “Model” means any person depicted in Content.

2. Grant of rights and restrictions

• Picsy grants to you a personal, non-exclusive (unless otherwise stated on Invoice), non-sub-licensable and non-assignable right to reproduce the Content solely in the manner and for the purposes set out in the Invoice. The Content may only be copied, modified and incorporated in materials for sample use including comprehensive layouts (“Comp Use”). The Content may only be used in any final materials distributed internally or to the public once the image(s) have been purchased and an appropriate license obtained. All other rights are reserved to Picsy Photography. You must contact Picsy at info@Picsy.co.uk. to obtain a license for additional use. Other than for Comp Use, Content may not be used in any way, until an invoice granting usage rights is issued and paid in full.
  This right may be exercised by your clients, provided that such clients agree to comply with all the Terms. 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 Content.
• Use of Content. Use of the Content is strictly limited to the use, medium, period of time, print run, placement, size of licensed material, territory and any other restrictions specified in the Invoice so long as any notice of copyright, trademark or other propriety right is not removed from any place where it is placed on or embedded in the Content.

3. General Restrictions on Use of Content

You shall not under any circumstances:

• Use Content beyond the terms of this License Agreement without first obtaining additional License(s), including but not limited to any electronic reproduction or additional promotional rights.
• Remove any watermarks or copyright notices contained in the Picsy Content.
• Create any derivative use of Content unless indicated on the invoice.
• Sublicense, re-license, rent or lease the Content.
• Use Content designated “Editorial Use Only” for commercial purposes.
• Archive, republish or transmit any images on any database or to a network or bulletin board or otherwise distribute or allow any of the Content to be distributed to or used by anyone other than the authorized you without prior written consent from Picsy
• Use Content in any electronic template or application, including those that are web based, where the purpose is to create multiple impressions of an electronic or printed product, including, but not limited to, website designs, presentation templates, electronic greeting cards, business cards or any other electronic or printed matter without obtaining a license for such purpose.
• Use Content to promote a business that sells or licenses photographic images, or otherwise competes with Picsy Photography in any manner.
• Ship, transfer or export the Content into any country or use the Content in any manner prohibited by any export laws, restrictions or regulations.
• Use Content in a manner that fringes upon any third party’s trademark or other intellectual property, or would give rise to a claim of deceptive advertising or unfair competition.
• Use any Content (in whole or in part) as a trademark, service mark, logo, or other indication of origin, or as part thereof.
• Use “stills” derived from Footage except solely in connection with the in-context marketing, promotion, and advertising of your derivative works incorporating the Footage.
• Falsely represent, expressly or by way of reasonable implication, that any Content was created by you or a person other than the copyright holder(s) of that Content.
• You must abide by any restriction on use notified to you by Picsy before, after or at the time of delivery of the Content, either in the information accompanying the Content, the Invoice or otherwise.

4. Limited Use of Content

A License to use Content on or in a product does not imply any right on your part to use the Content in any manner in the advertising or promotion of such product, which right must be separately negotiated.

5. Sensitive Use of Content

You shall not under any circumstances:

• Portray any person depicted in the Content (a “Model”) in a way that a reasonable person would find offensive, including but not limited to depicting a Model: a) in connection with pornography, “adult videos”, adult entertainment venues, escort services, dating services, or the like; b) in connection with advertisement or promotion of tobacco products; c) in a political context, such as the promotion, advertisement or endorsement of any party, candidate, or elected official, or in connection with any political policy or viewpoint; d) as suffering from, or medicating for, a physical or mental ailment; or e) engaging in immoral or criminal activities.
• Use the Content in any manner that would be deemed offensive to the Model. Offensive uses include but are not limited to the use of a Content that involves or implies illegal activities, medical conditions or procedures, other health and mental health issues, substance abuse, welfare or economic aid, dating agencies, sexual preference, teen pregnancy, abortion and adoption, political or religious affiliation, smoking or alcohol usage, feminine hygiene, incontinence or impotence.
• Use any Visual Content in a pornographic, defamatory, or deceptive context, or in a manner that could be considered libellous, obscene, or illegal.
• If any Content featuring a Model is used in (1) a manner that would lead a reasonable person to believe that the model personally used or endorses a product or service; or (2) in connection with a subject that would be unflattering or controversial to a reasonable person, you must accompany each such use with a conspicuous statement that indicated that the “person so pictured is a model and the Content is used for illustrative purposes only”.

6. Accuracy of Content

Piscy ltd does not warrant the accuracy of the captioning, keyboarding or any other information associated with the Content.

7. User Compliance

Piscy ltd Photography, after reasonable notice, may inspect any records, accounts and books relating to the Reproduction or any of the Content to ensure that the Content is being used in accordance with this Agreement.

8. User Deletion of Content

You may store the Content in a digital library, network configuration or similar arrangement to allow them to be viewed within your organization and by your clients but you must retain the copyright symbol, the name of Picsy Photography, and related websites the Content identification numbers and any other information as may be invisibly embedded in the electronic files containing the original Content. When your license period or license purpose as set out in the Invoice ends, you must promptly delete the Content from your computer or other electronic storage system. Any subsequent re-uses of the Content must be agreed with Picsy Photography in advance of licensing to ensure the Content is available under the rights you require.

9. Singularity of Use

The Content may not be sub-licensed, resold or otherwise made available for use or distribution separately or detached from a singular product or web-page. For example, the Content 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 reuse by website users for a different webpage or product. Similarly, your customers may be provided with copies of the Content as an integral part of work product, but may not be provided with the Content or permission to use the Content separately.

10. Credit and Copyright Notice

• Photographer Credit. No ownership or copyright in any Content shall pass to you by the issue of the License. Credit attributions are not required in connection with any other use of Images unless another stock Content provided is afforded credit in connection with the same use. In all cases the credit and attribution shall be of such size, colour and prominence so as to be clearly and easily readable by the unaided eye.
• Credit Lines. Unless otherwise agreed in writing, if any Content is reproduced by you for editorial purposes (i.e. for any non-promotional purpose) you must include the credit line: “Photographer’s name/Picsy Photography), or any other credit line specified by Picsy If a credit line is omitted then an additional fee equal to thirty percent (%) of the original amount invoiced attributable to the Content in question shall be payable by you.

If and where commercially reasonable, the use of Content in Merchandise or Production shall be accompanied by a credit to Picsy Photography in substantially the following form:

• “Image(s) or Footage (as applicable), used under license from Picsy Photography”
• Picsy Photography’s copyright notice and Content identification reference which will appear in the Content file must remain with your digital copy of the Content at all times. You will retain the copyright notice, the name of Picsy Photography, the respective artist, and any other information or metadata that is embedded in the electronic file that comprises any Content which you have downloaded from the Website or otherwise received from Picsy Failure to maintain the integrity of the copyright information will constitute a breach of this Agreement.

11. Warranty and Limitation of Liability

• Defective Content. If any Content contains defects in material or workmanship and these are notified in wiring to Picsy Photography within thirty (30) days from the date of delivery of the Content then Picsy will either replace the Content with another digital copy of the Content free from defect or refund the License Fee paid by you to the extent attributable to the defective Content, at Picsy’s option.
• No Warranty.Picsy makes no other warranty, express or implied, including, without limitation, any implied warranties of merchantability or fitness for a particular purpose.
• Limitation of Liability. Neither Picsy 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 its Picsy servants or agents or otherwise) which arises out of or in connection with this Agreement, even if Picsy has been advised of the possibility of such damages, costs or losses. Picsys maximum liability arising out of or in connection with your use of or inability to use the Content (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 Content.
• The terms 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 Picsy or any of its employees, agents or otherwise. Each provision is to be constructed as a separate limitation (applying and surviving even if for any reason one or other of such provisions is to be inapplicable, unreasonable or unenforceable in any circumstances) and shall remain in force notwithstanding the termination of this Agreement.

12. Payment

No reproduction of any Content is authorized until payment in full has been received by Picsy. Any Reproduction by you or on your behalf prior to payment being received byPicsy constitutes a breach of this Agreement which entitles Picsy to immediately terminate this Agreement and further constitute an infringement of copyright.

13. Indemnity

You agree to indemnify and hold Picsyand its Contributors harmless against any claims, damages, losses, expenses or costs, including legal costs, arising in any manner whatsoever from your unauthorized use of any Content supplied to you by Picsy, on behalf of the Contributor, or any other breach by you of any of your obligations under this Agreement.

14. Release Information

• Sufficient Release. You must satisfy yourself that all Releases as may be required for Reproduction of the Content have been secured. You are solely responsible for obtaining all such Releases and the License is conditional in each case on your obtaining them. If you are unsure as to whether any Releases are needed for your Content usage, then it is your responsibility to consult with relevant parties. You shall not rely upon any representation or warranty given by Picsy employees or representatives save as set out in this Agreement.
• No warranty of Release.Picsy gives no representations or warranties whatsoever as to the existence of all required Releases associated with the Content or with respect to the use of names, trade marks, logos, uniforms, registered or copyrighted designs or artistic works depicted in any Content.

15. License Fee

The License Fee depends on the nature of the rights granted. You agree to notify Preserved Light in the event that you desire to expand the usage for the Content and pay any additional License Fee. Use of Content in a manner not specifically authorized under the terms set out in the Invoice or otherwise in the Agreement constitutes a breach of the Agreement and an infringement of copyright.

16. Downtime

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 Content purchased.

17. Miscellaneous Terms

• Insolvency or Bankruptcy Proceedings. The License 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 Content shall constitute an infringement of copyright.
• No Variation of Terms and No Waiver. No variation of any of these Terms shall be effective unless in writing and signed by Picsy Ltd and you. No action of, other Picsy than an express written waiver, may be construed as a waiver of any clause of this Agreement. In the event that Picsy 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.
• Should any clause of this Agreement be found illegal or enforceable, that will not affect any other clause and each will remain in full force and effect.
• Governing Law. This Agreement, its validity and effect shall be interpreted under and governed by the laws of United Kingdom and EU Law and be subject to the exclusive jurisdiction of the United Kingdom courts. If Picsy 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 Picsy in respect of all reasonable legal fees and costs incurred by Picsy in relation thereto.

RESTRICTIONS CONTAINED HEREIN. IF YOU DO NOT WISH TO ACCEPT THE TERMS OF THIS AGREEMENT ACCESS TO OUR ARTIST PAGE WILL NOT BE AVAILABLE.