LICENSE TYPES

1. BACKGROUND TO AGREEMENT

2. DEFINITIONS

The following words and phrases have these meanings in this Agreement:

3. AGREEMENT

3.1 Acceptance. By downloading any Media from the Site, by making any Use of the Media, or by indicating Your acceptance of this Agreement in any other way, You agree to the terms of this Agreement.

3.2 Separate Agreements. This is not a master agreement: each time You download Media, You enter into a separate License Agreement for that Media.

3.3 Incorporation. This Agreement consists of this document, and also incorporates the terms of the Membership Agreement and the Order Confirmation.

3.4 Conflict. If there is any conflict between the contents of this document and the contents of the Membership Agreement or Order Confirmation, then the provisions of this document will prevail.

4. GRANT OF LICENSE

You may not make any Use of the Media without agreeing to the terms of this Agreement.

4.1 Commencement of License. The license as described in this clause will only come into being upon payment in full of the License Fee, which will be confirmed by the Order Confirmation.

4.2 Dispute. If there is a dispute between the parties relating to the payment of any License Fee, or the Use to which You put the Licensed Media, We may at Our sole discretion suspend operation of the license for the period of the dispute.

4.3 Grant of License. We grant You a non-exclusive, non-assignable and worldwide license to Use the Licensed Media subject to the Terms selected by You and reflected on the Order Confirmation. Note that the license only applies to the resolution of Media that You selected in your order.

4.4 Breach of License. Any Use of the Licensed Media not listed as a Permitted Use, or which is listed as a Prohibited Use will be a material breach of this Agreement and an infringement of copyright.

4.5 Retention of Rights. Despite anything that may appear elsewhere in this Agreement:

4.6 Enquiries. If You are not certain whether a proposed activity is a Permitted Use or a Prohibited Use, You should contact Us using the contact details published on the Site.

5. STANDARD LICENSE

The terms in this clause apply to all Use of the Licensed Media, and the terms set out in this clause are also included in all of the other Terms.

5.1 Permitted Use. Permitted Use of Licensed Media subject to this license is restricted to the following:

5.2 Prohibited Use. You may not do anything with the Licensed Media that is not expressly described as a Permitted Use. You may not Use the Licensed Media in products for resale, license or other distribution unless You purchase an Extended License Agreement. Any Use of the Licensed Media that is not a Permitted Use will constitute a breach of this license and infringement of copyright. Prohibited Use includes, but is not limited to:

5.2.1 Use of the Licensed Media in design templates intended for resale, whether online or not, including, without limitation, website templates, flash templates, business card templates, electronic greeting card templates, and brochure design templates;

5.2.2 Use or display of the Licensed Media on websites or other venues designed to induce or involving the sale, license or other distribution of any products, including postcards, mugs, T-shirts, posters and other items, as well as “on demand” products;

5.2.3 Use of the Licensed Media in any products for “on demand” resale, license or other distribution for profit, such as postcards, mugs, T-shirts, posters and other items;

5.2.4 Reproduction, either individually or in combination with others, of the Licensed Media, or any element of the Licensed Media, 500 000 times or more without obtaining an Extended License. However, You are allowed to Use the Licensed Media 500 000 times or more when Used in advertisements on websites or televised broadcasting, web-cast or theatrical production;

5.2.5 Use of the Licensed Media or a portion or adaptation thereof as part of a trademark, design trade name, businessmen, service mark, logo or get-up;

5.2.6 incorporation of the Licensed Media into any product that results in the re-distribution or re-Use of the Licensed Media or is otherwise made available in a manner such that a person can extract or access or reproduce the Licensed Media as an electronic file;

5.2.7 Use of the Licensed Media in a fashion that We (acting reasonably) consider to be pornographic, obscene, immoral, infringing of Intellectual Property Rights, defamatory in nature, or that would be reasonably likely to bring any person or property reflected in the Licensed Media into disrepute;

5.2.8 Use or display of any Media that features the model or person in a manner that may constitute identity theft. This includes Using the Licensed Media as part as an avatar or any other manner that falsely depicts the Model to be someone he or she clearly is not;

5.2.9 Use or display any Media that features a model or person in a manner that would lead a reasonable person to think that such person uses or personally endorses any business, product, service, cause, association or other endeavour;

5.2.10 Use that depicts such a model or person in a potentially sensitive subject matter, including, but not limited to mental and physical health issues, social issues, sexual or implied sexual activity or preferences, substance abuse, crime, physical or mental abuse or ailments, or any other subject matter that would be reasonably likely to be offensive or unflattering to any person reflected in the Licensed Media;

5.2.11 to the extent that source code is contained within the Licensed Media, reverse engineer, decompile, or disassemble any part of such source code;

5.2.12 removal of any notice of copyright, trade-mark or other proprietary right from any place where it is on or embedded in the Licensed Media (an example of this would be to edit the IPTC data);

5.2.13 sub-license, re-sell, rent, lend, assign, donate or otherwise transfer or distribute the Licensed Media or the rights granted under this Agreement;

5.2.14 make available copies of the Licensed Media on a network server or web server for Use by others; and

5.2.15 Use or display the Licensed Media in an electronic format that enables it to be downloaded or distributed via mobile devices or shared in any peer-to-peer or similar file sharing arrangement.

5.3 Excess Production Run. If You wish to have a production run of 500 000 or more impressions of the Licensed Media, You must purchase an Extended License from Us.

5.4 Acknowledgement. When incorporated into print, film, broadcast productions or video products, You must include a copyright attribution in substantially the following form:“Film Media courtesy of Stelian Pavalache, Used by Permission”.

6. EXTENDED LICENSE

If You selected the “Extended License” Terms, then the contents of this clause apply to Your Use of the Licensed Media. The “Standard License” Terms also apply to Your Use of the Licensed Media.  

6.1 Permitted Use. Permitted Use of Licensed Media subject to the Extended License are as follows:

6.1.1 Permitted Use as defined in the Standard License, but allowing for 500 000 or more impressions;

6.1.2 Use of the Licensed Media within items for resale;

6.1.3 Use of the Licensed Media within electronic items for resale; and

6.1.4 Use of the Licensed Media within “on demand” products for sale for profit. 

7. TIME-EXCLUSIVE LICENSE

If You selected the “Time-exclusive License” Terms, then the contents of this clause apply to Your Use of the Licensed Media. The “Standard License” and “Extended License” Terms also apply to Your Use of the Licensed Media.  

7.1 Exclusivity of Licensed Media. We guarantee that the Licensed Media will not be available on the Site or on any other online stock agencies' websites for other people to download, purchase or license in any way from the License Date until the date specified in Your order and confirmed in the Order Confirmation. 

7.2 Limitation. The “Time-exclusive License” is available only in respect of Media that are exclusively available on the Site. We do not guarantee that the Licensed Media was not licensed to a third party prior to the License Date.

8. 99% BUY-OUT LICENSE

If You selected the “99% Buy-out License” Terms, then the contents of this clause apply to Your Use of the Licensed Media. The “Standard License” and “Extended License” Terms also apply to Your Use of the Licensed Media.  

8.1 Removal of Licensed Media. We will remove the Licensed Media from the Site and We undertake to make best commercial efforts to remove the Licensed Media from all major online stock agencies’ web sites within 5 Working Days after the License Date. This undertaking is not a 100% guarantee that the Licensed Media will be completely removed from distribution as the Licensed Media may have already been distributed to multiple online stock agencies and may already have been licensed to a third party. 

8.2 Duration. We will not supply or license the Licensed Media to any third party for as long as this Agreement persists.

9. PRICING, PAYMENT & DELIVERY

9.1 Payment. You must pay the License Fee as set out in the Membership Agreement. 

9.2 Delivery. The Licensed Media will be delivered to You as set out in the Membership Agreement.

9.3 Taxes. You acknowledge that depending on Your nationality and geographical position, taxes may be added to the License Fee under this Agreement.

10. WARRANTIES - GENERAL

10.1 Intellectual Property Rights Warranty.

We warrant that in licensing the Licensed Media to You on the terms set in this Agreement We are not infringing any third party’s Intellectual Property Rights in the Licensed Media.

This warranty will not apply if You know, or under the circumstances should reasonably know, that third party Intellectual Property Rights are being infringed in this way, unless You immediately inform Us of this in writing and cease all Use of the Licensed Media.

10.2 Releases. We warrant that all necessary model and/or property releases for Use of the Licensed Media in the manner specified in this Agreement have been obtained. 

10.3 Limited Warranty. With the exception of the warranties given above, the Licensed Media is provided "as is” without representations or warranties of any kind whether express or implied in respect of the Licensed Media, and in particular makes no representations or warranties regarding the quality of the Licensed Media or the fitness of the Licensed Media for the purpose for which You acquired it.

10.4 CPA. If the CPA is applicable to this Agreement, the provisions of this Agreement or of this clause will not be interpreted so as to exclude Your rights under sections 54, 55, and 56 of the CPA, which are admitted only to the minimum possible extent. Unless the contrary is stated elsewhere in this Agreement, You will have no rights in respect of quality of service, safe & good quality goods or implied warranty of quality beyond those explicitly stated in this Agreement or the aforementioned sections. 

11.TERMINATION 

11.1 Termination for Breach. if You commit a material breach of this Agreement and fail to remedy the breach within 5 (five) Working Days after having received a written notice to do so, We may terminate this Agreement (including Your license to Use the Licensed Media) without further notice to You.

11.2 Termination for Convenience. You may terminate this Agreement at any time by giving Us written notice. 

11.3 Consequences of Termination. If this Agreement is terminated for any reason then You must: destroy all copies of the Licensed Media in Your possession, and ensure that all copies in the possession of Your clients, printers and service providers are destroyed too; cease any Use of the Licensed Media for any purpose.

11.4 Right to Claim Damages. Termination of this Agreement will not affect Our right to claim damages against You for breach of this Agreement and / or copyright infringement.


 TERMS AND CONDITIONS

IT IS IMPORTANT TO NOTE THAT THE USE OF THIS WEBSITE IS SUBJECT TO THE TERMS AND CONDITIONS OF USE SET OUT BELOW. BY USING THIS WEBSITE YOU AGREE TO OBSERVE ALL TERMS & CONDITIONS OF USE, INCLUDING ANY PRIVACY OR OTHER POLICIES WHICH MAY APPEAR ELSEWHERE ON THIS WEBSITE.

1. DEFINITIONS

The following words and phrases have these meanings in this Agreement:

“Agreement” means these Terms of Use.

"ECT Act" means the Electronic Communications and Transactions Act 25 of 2002.

“Intellectual Property Rights” means copyright, patents, registered designs, trademarks (whether registered or not), trade secrets, database rights, design rights, service marks and other intellectual property rights and rights to claim something as confidential information, including in other jurisdictions that grant similar rights.

“License Agreement” means a license agreement with Us that allows You to download and use the Media separately and apart from the Site.

“Media” means photographs, images, vectors, films, videos, animations or other audio / visual media offered for distribution through the Site, and includes portions and adaptations

“Site” means the Internet World Wide website at URL www.lifeographies.com or such other URL as We may indicate from time to time.

“Us”, “We”, or “Our” means Lifeographies.com Media, a company incorporated in terms of the company laws of Switzerland, and also includes reference to our holding company and its subsidiaries.

“You” or “Your” refers to you, or your employer or any other entity that you have full legal authority to bind and may be accepting this Agreement on behalf of.

2. USE SUBJECT TO THESE TERMS AND CONDITIONS

2.1 Your use of and access to this Site is at all times governed by the terms of these terms and conditions, and by accessing this Site You agree to adhere to these terms. Your agreement to these terms and conditions will be deemed to have been given on the date when You first accessed this Site.

2.2 If You do not agree to these terms and conditions, You must cease Your access of this Site

2.3 These terms and conditions include Our Privacy Policy, which is included by reference.

2.4 Please note that, due to legal and other developments, We may be required to amend these terms and conditions from time to time without notice. It is Your duty to familiarise Yourself with the current version of these terms and conditions. Please refer to the last revision number and date at the top of this document. Continued use of the Site subsequent to any amendments having been affected constitutes Your acceptance of the terms and conditions

3. CONTENT

3.1 NO OFFER. You should regard nothing contained in this Site as an offer, but as an invitation to do

3.2 No Warranty on Content. All information viewed or accessed from this Site are provided “as is” without any warranty, whether express or implied unless You enter into a License Agreement or this is specifically imposed by law.

3.3 Intention of the Site. A lot of the content on the Site consists of royalty-free Media and is available for use under license. The Media can be used according to the relevant License Agreement and any usage without a License Agreement is unlawful.

3.4 Removal of Media. All Media may be subject to the 99% Buyout License or the Time-Exclusive License and may therefore be removed at any time by Us. In addition to this, any content We feel is inappropriate or inconsistent with the Site may be removed at Our own discretion.

3.5 Use at own Risk. Any use of or reliance on this Site, the contents of this Site or the information provided through this Site will be at Your sole risk. We make no representations or warranties whatsoever as to the accuracy of the information contained in this Site.

3.6 No Warranty on Availability. We do not warrant that this Site or the delivery, hosting and ancillary services or facilities of third party suppliers utilised by Us will continue to operate, will operate without interruptions or will be error-free or that it will be free of any software virus or other harmful component. You will be entirely responsible for any resulting damage to software or computer systems and/or any resulting loss of data caused as a result of any use of this Site

4. THIRD PARTY SITES.

4.1 Content of 3rd Party Sites The Site contains hyperlinks to websites owned and / or operated by third parties. We are not responsible for the content of such websites, and does not endorse or approve the contents thereof.

4.2 Disclaimer of 3rd Party Website Content. We consequently do not accept any liability in connection with any third party websites that may be linked to this Site (regardless of whether or not a link has been permitted by Us) and are not responsible for the content of any website that is linked to this Website. The fact that a website is linked to this Site does not imply that Our sponsors, endorses or is affiliated or associated with the entity that owns or is responsible for the website.

5. INTELLECTUAL PROPERTY

5.1 Reservation of Rights. Except where expressly stated to the contrary, copyright in the HTML, text, graphics, audio clips, video clips, source and / or object code and all other works contained in this Site is owned by Us, and We assert and reserve all of Our rights in this regard. Access to or use of this Site will not in any way result in an assignment or license of any intellectual property owned by Us or any other party.

5.2 Limited Use. The contents of this Site may not be transmitted, transcribed, reproduced, stored or translated into any other form without Our prior written permission. However, We permit You to display the content of this Site on Your computer as part of Your viewing of the Site

5.3 No Other Use. No other use of this Site or its content is permitted unless You enter into a License Agreement with Us. Without restricting the generality of the foregoing, You may not make commercial use of the content of this Site, include the content of this Site in or with any product that You create or distribute, or copy the content of this Site onto Your own or another's website, unless as set out in these terms and conditions.

6. LINKING, FRAMING AND CRAWLING

6.1 Hyperlinking Restricted. Our express written permission is required before any hyperlink other than to the Home Page of this Site is created. Permission, if granted, will be subject to the condition that the party linking to this Site alerts users to the application of these terms and conditions. Requests for permission can be emailed to contact@lifeographies.com

6.2 Permission. Permission to link to this Site is given without assumption of any liability. We reserve the right to withdraw permission granted to link to this Site at any time and for any reason.

6.3 Framing Restricted. Our express written permission, which may be subject to conditions, is required before this Site, any of its pages and/or any of the information contained on the Site is framed. Requests for permission can be emailed to contact@lifeographies.com

6.4 Automated Searches Restricted. Apart from legitimate search engine operators and use of the search facility provided on the Site for users, no person may use or attempt to use any technology or applications (including web crawlers or web spiders) to search or copy content from the Site for any purpose without Our prior written consent.

7. ACCEPTABLE USE

7.1 Prohibitions. You agree and acknowledge that You will not use the Site in any unlawful manner or in a manner not approved by Terms of Use. You agree to treat all other users of the Site with respect and will not engage in any of the following activities:

7.2 No Liability You agree and acknowledge that We will not be held liable for content created by You and/or other members, and that You maintain all responsibility for Your actions and statements made on the Site

7.3 Removal of Content. We reserve the right to remove content created by users of the Site at any time.

8. SECURITY

8.1 No Liability. While We take all reasonable security precautions, no liability will lie for damage caused by the malicious use of this Site or by destructive data or code that is passed on to You through the use of this Site.

8.2 Prosecution. We will pursue prosecution of and compensation from any person who delivers or attempts to deliver any destructive code to this Site or attempts to gain unauthorized access to any page on this Site.

9. PERSONAL INFORMATION

9.1 Privacy Policy. Further information regarding the manner in which We respect the privacy of Your personal information is contained in the Privacy Policy.

10. DISCLAIMER AND INDEMNITY

10.1 Disclaimer. We expressly disclaim all liability for any direct, indirect or consequential loss or damage occasioned from the use or inability to use this Site whether directly or indirectly resulting from inaccuracies, defects, errors, whether typographical or otherwise, omissions, out of date information or otherwise. Consequential and indirect loss and damage will include but not be limited to loss of profits, loss of goodwill, and wasted

10.2 Indemnity. You agree to indemnify and hold Us, Our servants, subcontractors, subsidiaries and affiliates harmless from any demand, action or application or other proceedings, including for attorney's fees and related costs such as tracing fees, made by any third party and arising out of or in connection with the Your use of or access to this Site.

11. OWNER INFORMATION

The following are the details of the Website owner.

12. ADVERTISING AND SPONSORSHIP

12.1 3rd Party Content. This Site may contain advertising and sponsorship. Advertisers and sponsors are responsible for ensuring that material submitted for inclusion in this Site complies with all applicable laws and regulations.  

12.2 No Liability. We accordingly exclude, to the fullest possible extent permissible under law, any responsibility or liability for any error or inaccuracy appearing in advertising or sponsorship

13. MONITORING AND INTERCEPTION OF DATA MESSAGES

In order to provide a relevant, efficient and secure service, and where required and permitted to do so under law, We may monitor and/or intercept electronic communications such as e-mail which are sent to this Site. To the full extent necessary under law You acknowledge that Youare aware of the potential monitoring and/or interception and consent to it.

14. RECEIPT OF DATA MESSAGES

14.1 Data messages, including e-mail messages, sent by You to Us will be deemed to be received only when acknowledged or responded to. 

14.2 A data message sent by Us to You will be regarded as received when the complete data message enters an information system designated or used for that purpose by the recipient and is capable of being retrieved and processed by the recipient. 

14.3 We reserve the right not to respond to any e-mail or other data message which contains obscene, threatening, defamatory or otherwise illegal, unlawful or inappropriate content, and to take the appropriate action against the sender of such e-mail where necessary.

14.4 You agree that data messages sent to this Site will not be regarded as confidential unless otherwise agreed.

15. DISPUTES

15.1 Arbitration. Any dispute between the parties arising out of or in connection with Your visit to the Site or from this Agreement must be submitted to confidential arbitration. Such arbitration will be held in Cape Town (South Africa), subject to the arbitral law of South Africa. The parties consent to the sole jurisdiction of the High Court of South Africa in adjudicating disputes arising from or connected with the arbitration. The Arbitration Foundation of South Africa will act as the appointing authority.  

15.2 Urgent Relief. The aforegoing will not restrict Our right to apply to a competent court for relief should its intellectual property rights be violated or threatened, and the parties consent to the jurisdiction of the Cape Division of the High Court of South Africa for such purposes.

16. INTERPRETATION & GENERAL

16.1 Whole Agreement. This Agreement is the whole of the agreement between the parties, and no document or statement not mentioned above will form part of it. Only a written variation, or cancellation agreed to by both parties will be of any effect.

16.2 Applicable Law & Jurisdiction. The law of the Republic of South Africa will apply to this Agreement, its interpretation and any matter or litigation relating to or arising from it, and the parties consent to the jurisdiction of the courts of Republic of South Africa in this regard.

16.3 Survival. For the avoidance of doubt, any provision of this Agreement that anticipates any right or duty extending beyond the termination or expiry of this Agreement will survive the termination or expiry of this Agreement and continue in full force and effect.

16.4 No Indulgence. If one party chooses not to enforce any part of this Agreement, that does not mean that the party cannot enforce that part at a later time. If any part of the Agreement is found to be unenforceable, the rest will still be enforceable.

16.5 Representatives. The signatories hereto acting in representative capacities warrant that they are authorised to act in such capacities, and accept personal liability under this Agreement should they prove not to be so authorised.

16.6 Severance. In the event that any part of this Agreement is found to be partially or fully unenforceable for any reason, this will not affect the application or enforceability of the remainder of this Agreement.

16.7 Broken Links. Notwithstanding the fact that hyperlinks in these terms and conditions to certain documents should be deemed part of these terms and conditions in terms of section 11 of the Electronic Communications and Transactions Act 25 of 2002, the fact that some or all of the hyperlinks may be non-operational, will not play a role in determination of the validity and interpretation of these terms and conditions.