Licence Agreement

Effective Date: 15th April 2020

Please read these terms and conditions (“Terms”) carefully before downloading or using any images made available to license from the Exposure website at www.weareexposure.co.uk/ (“Website”).

When you place an order for images on the Website (“Order”), you agree to be bound by and comply fully with these Terms.

Your Order and these Terms shall together form a legally binding agreement between (i) Exposure Images Limited (“Exposure”, “we”, “us”, “our”) and (ii) you (as sole trader) or the legal entity or other organisation which you represent (“you”).

If you do not agree to these Terms, you do not have permission to use the Images and you must immediately delete any Images already downloaded.

In addition to this Licence Agreement, your use of the Website may also be subject to other terms and policies which are referred to below:
– our Privacy Notice, which explains what personal data we collect from you and how we use it;
our Cookie Policy, which explains what cookies we use on our website; and
– our Terms of Use, which explains the terms of using this Website.

Definitions and interpretation

The following definitions and rules of interpretation apply in these Terms:
– Additional Fee: has the meaning given in section 6.2.
– Contributor: the owner of the copyright in an Image.
Contributor Agreement: the agreement entered into between Exposure and a Contributor authorising Exposure (on an exclusive basis) to grant licences to Exposure customers to use the Images.
Credit Line: the credit line applicable to an Image as specified on the Website and/or in the Order Confirmation.
Customer: your customer or client who is the ultimate end user or beneficiary of the Image.
Fees: the Licence Fee, any Additional Fee and any fee referred to in section 8.4 which may apply in respect of each Image.
Image(s): the image(s) specified in the Order.
Intellectual Property Rights: patents, rights to inventions, copyright and neighbouring and related rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Insolvency Event: one or more of the following events: (i) you are unable to pay your debts either within the meaning of section 123 of the Insolvency Act 1986 or if we reasonably believe that to be the case; (ii) you become the subject of a company voluntary arrangement under the Insolvency Act 1986; (iii) you have a receiver, manager, administrator or administrative receiver appointed over all or any part of your undertaking, assets or income; (iv) you have a resolution passed for your winding up; you have a petition presented to any court for your winding up or an application is made for an administration order, or any winding-up or administration order is made against you; (v) you are subject to any procedure for the taking control of your goods that is not withdrawn or discharged within 7 (seven) days of that procedure being commenced; (vi) you have a freezing order made against you; (vii) you are subject to any recovery or attempted recovery of items supplied to you by a supplier retaining title to those items; (viii) you are subject to any events or circumstances analogous to those in paragraphs (i) to (viii) above in any jurisdiction.
Licence Agreement: the Order and these Terms which shall constitute the contract between you and us for the licensing of the Images.
Licence Fee: the licence fee applicable to each Image, as specified on the Website at the time you place your Order.
Licence Period: the period of one year commencing on the date of the Order Confirmation.
Order Confirmation: our written acceptance of your Order sent to you by email.
Permitted Size: up to a maximum of A1 (594 mm x 841 mm).
Project: the campaign, product launch or other project, as more particularly defined in section 5.1.
Territory: Worldwide unless otherwise specified in the Order.

The following rules of interpretation apply in these Terms:
Any words that follow “include”, “includes”, “including”, “in particular” or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words.
A reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
A reference to “writing” or “written” includes email but not fax.

Order and acceptance

Only registered users of the Website may place an Order. Only business users may register an account with us. If you are a consumer, you are not permitted to register an account or place an Order. Please see Account Registration and our Website Terms of Use for further information on registering an account with us. 

Your Order constitutes an offer to purchase a licence to use the Images set out in your Order on the terms of the Licence Agreement.

Your Order shall only be deemed to be accepted by us when we issue the Order Confirmation, at which point the Licence Agreement shall come into existence.

Each Order shall, upon acceptance by us in accordance with this section 2, give rise to a separate Licence Agreement. 

If additional usage rights are agreed in relation to an Image pursuant to section 6.2 of these Terms, any additional terms which may apply to such additional usage rights, as notified to you in writing, shall be incorporated into these Terms upon our receipt of payment of the Additional Fee. The additional usage rights shall only be effective from the date that we receive full payment of the Additional Fee.

Delivery of images

Upon our acceptance of your Order, we shall make the Images set out in your Order available for download in the Download section of your account.

There may be a short delay following the submission of your Order and/or your receipt of our Order Confirmation before your Images become available for download. We recommend that you refresh the page periodically until the Images arrive. 

All Images will be supplied at a maximum resolution of 300 dpi to allow use up to the Permitted Size. If you require use of any Image at a different resolution/size, such use shall be subject to the grant of additional usage rights in accordance with the process set out in section 6 (Additional Usage Rights).

Grant of licence

The copyright in each Image is owned by us or the Contributor, as indicated on the relevant Image page on our Website. Where the copyright in any Image is owned by the Contributor, we are authorised by the Contributor under the Contributor Agreement to grant to you the rights set out in the Licence Agreement.

Subject to the terms of the Licence Agreement and the payment of all Licence Fees and Additional Fees, we grant to you (unless otherwise agreed in writing) a non-exclusive, non-transferable licence to reproduce the Images at the Permitted Size in the Territory during the Licence Period in the following print and digital media solely in connection with one Project:
Advertising, marketing and promotional materials;
Editorial materials;
Broadcast and theatrical materials;
Publications;
Products (excluding publications); and
Product packaging.

You must not grant sublicenses of or subcontract any of your rights or obligations under the Licence Agreement, except as follows:
You may sublicense or subcontract reproduction rights to printers and production suppliers (“Suppliers”) solely to the extent necessary for production purposes in connection with the Project; and
You may sublicense reproduction rights to Customers solely for the purpose of enabling such Customers to enjoy the benefit of any deliverables created by you for the Project, provided that such Customers must be prohibited in writing from granting further sublicenses, provided that any Suppliers and Customers must be required in writing to comply fully with the terms of the Licence Agreement. You remain primarily liable for the acts and omissions of your Suppliers and Customers in relation to their use of the Images.

All Contributors have entered into a Contributor Agreement with us granting us the exclusive right to grant licences in respect of the Images and all other images available on our Website. The Contributor Agreement prohibits the Contributor from granting licences of the Images and any other images available on our Website to any person directly. You agree not to seek to obtain any rights in or to any Image or other image available on our Website from the Contributor directly.

Licence restrictions

Images are licensed on a project by project basis. The Licence permits you to use all Images specified in an Order for one Project only. For the purposes of illustration only:
an Image licensed for the purposes of one Project (for example, a consumer product and related advertising campaign) may, subject to section 4.2, be used in connection with all creative materials produced for that Project but may not be used in any materials which are not directly related to that Project;
an Image licensed for use as the cover image for a publication or on a product or its packaging may continue to be used for any number of print or production runs undertaken during the Licence Period but not after expiry of the Licence Period, any such use after the expiry of the Licence Period being subject to agreeing a separate Licence Agreement; and
any products, publications or other materials featuring an Image that have been printed or produced during the Licence Period may continue to be distributed following expiry of the Licence Period, but any further print or production runs to be undertaken after expiry of the Licence Period shall be subject to agreeing a separate Licence Agreement.

You must not, without obtaining additional usage rights in accordance with the process set out in section 6 (Additional Usage Rights), reproduce and/or distribute any Image:
as a standalone product (in whatever form) or otherwise make any Image available other than as part of a derivative work. By way of example only, you must not offer an Image for sale as a ready-to-hang product, such as a poster or fine art print (whether mounted, framed or otherwise);
as part of or in relation to any calendar or stationery product; or
in connection with the provision of a custom print-on-demand service including, by way of illustration only, a service which allows customers to select an Image of their choice to be printed on a mug or t-shirt.

You may crop, alter, modify and edit Images as reasonably necessary for the purpose of the Project, provided that such cropping, alteration, modification and/or editing could not reasonably be considered to undermine the integrity of the Image or amount to derogatory treatment of the Image.

You must not:
– reproduce any Image online at a resolution greater than 72 dpi;
reproduce any Image at a size larger than the Permitted Size;
reproduce any Image after expiry of the Licence Period (subject to sections 5.1(b) and 5.1(c));
incorporate any Image into a trade mark, service mark or logo; or
remove any metadata information supplied in any Image.

You must not reproduce any Image, whether alone or in connection with other images and/or materials:
in a manner which is, or could reasonably be considered to be, unlawful, defamatory, obscene, pornographic, abusive, hateful, malicious, harmful, offensive, threatening or otherwise objectionable;
to promote sexually explicit material or activities, to promote political ideas or make political statements, to promote violence or discrimination, to invade another’s privacy, to cause annoyance, inconvenience or needless anxiety, to harass, upset, embarrass, alarm or bully any person or to disparage any person or their business, products or services; or
in a manner which infringes the rights (including the Intellectual Property Rights and rights of privacy) of any person.

You must not reproduce any Image featuring a model or other identifiable individual:
in connection with any sensitive or controversial subject matter, including sexual activity, sexually transmitted diseases, sexual or physical abuse, physical or mental health, abortion, alcohol or drug abuse, tobacco, gambling or any activity that could be considered immoral by a reasonable person without our prior written consent and subject to the inclusion of any statement that we require to be reproduced alongside the reproduction of the Image;
in a manner that could reasonably be considered to give the impression that such individual personally approves or endorses any product or service; or
in a manner that could reasonably be considered to be unflattering or derogatory of the individual in question or which could cause adverse publicity to the individual in question.

Additional usage rights

Your use of Images is strictly subject to the rights and restrictions set out in these Terms and, in particular, sections 4 (Grant of Licence) and 5 (Licence Restrictions).

If you wish to use an Image in a manner which is not expressly authorised under the Licence Agreement, such additional usage rights shall be subject to our prior written approval, upon negotiating with the Contributor and an additional licence fee (“Additional Fee”) and/or additional terms may apply.

If you have not yet placed an Order, you must direct your additional usage request to us using the contact details in section 18. If we agree to your request, we shall notify you of any Additional Fee and/or additional terms that apply to the additional usage rights. We will issue you an invoice and the image will be supplied via email.

If you have already placed an Order and subsequently wish to obtain additional usage rights in relation to an Image, you must direct your additional usage request to us using the contact details in section 18. If we agree to your request, we shall notify you of any Additional Fee and/or additional terms that apply to the additional usage rights and issue an invoice for any Additional Fee that may apply to the additional usage rights. The additional usage rights shall not be effective until we have received payment of any Additional Fee.

Intellectual property rights

The copyright and all other rights, title and interest (including Intellectual Property Rights) in and to the Images is and remains at all times vested in either Exposure or the relevant Contributor (as applicable).

Nothing in the Licence Agreement is intended to or does grant to you any rights in any Image except the limited right to reproduce the Image as expressly set out in the Licence Agreement.

All rights in any Image not expressly granted to you under the Licence Agreement are reserved to us or the relevant Contributor (as applicable).

Any publication right (as defined in the Copyright and Related Rights Regulations 1996) and equivalent rights in all other jurisdictions arising from your or your Customer’s use of any Image shall vest in us or the relevant Contributor (as applicable) and you hereby assign and agree to procure the assignment of all such rights arising to us or the relevant Contributor (as applicable). 

You shall not challenge the validity or enforceability of our or any Contributor’s rights, title and interest in or to any Image.

You shall promptly notify us if you become aware or have reason to believe that the copyright in any Image is being infringed by any person, providing full written details of such actual or suspected infringement. You shall provide such cooperation and take such action as we may reasonably require in connection with any infringement including in relation to any legal proceedings and/or settlement negotiations. 

Credits

If the Image is reproduced in a publication or in editorial materials, you must include the Credit Line in a manner which is legible and appropriately positioned. This requirement shall not apply to internal-only publications and editorial materials.

If the Image is reproduced in a broadcast or theatrical presentation, then to the extent that credit lines are granted to other licensed copyright works appearing in such broadcast and/or theatrical presentation, you shall include the Credit Line in a comparable size, format and placement.

For the avoidance of doubt, no Credit Line is required where an Image is reproduced in any of the materials referred to in sections 4.2(a), 4.2(e) and 4.2(f).

If, without our prior written consent, a required Credit Line is omitted in respect of any Image, an additional fee equivalent to 75% (seventy five per cent) of the applicable Licence Fee and any Additional Fee shall be payable by you. This section 8.4 shall be without prejudice to the relevant Contributor’s moral right to be identified as author of such Image under section 77 of the Copyright Designs and Patents Act 1988 and equivalent laws in other jurisdictions. 

Audit rights

You shall keep complete and detailed records of the reproduction of the Images to enable us to verify your compliance with sections 4 (Grant of Licence), 5 (Licence Restrictions), 6 (Additional Usage Rights), 7 (Intellectual Property Rights) and 8 (Credits). Such records shall be kept separate from any records not relating solely to the Images.

Subject to giving you five (5) days’ written notice, we and/or our representatives shall be entitled to inspect and take copies of such records at the premises where the records are held during normal working hours. Such right of inspection shall remain in effect for a period of one year after the expiry of the Licence Period or termination of the Licence Agreement.

Releases

We give no warranties or representations whatsoever in relation to:
the existence and/or enforceability of any model, property or other releases associated with the Images; and
– the use of names, trade marks, service marks, logos, registered or unregistered designs, artistic works or other materials featured in any Image which may be subject to Intellectual Property Rights or other rights and restrictions.

The licence to use the Images granted to you in the Licence Agreement is conditional on you obtaining (at your own cost) all releases and other licences, consents and permissions that may be required in connection with your reproduction of the Images under the Licence Agreement. You are solely responsible for satisfying yourself that all releases and other licences, consents and permissions have been obtained in any relevant jurisdiction. You shall not be entitled to rely on any warranty or representation given by us or our representatives in this regard unless given in writing (and writing shall not be deemed to include our Website).    

Fees and payment

You must pay the Licence Fee at the time you place the Order.

If you request additional usage rights pursuant to section 6 (Additional Usage Rights) in relation to an Image prior to placing your Order, you must pay any applicable Additional Fee.

If you request additional usage rights pursuant to section 6 (Additional Usage Rights) in relation to an Image after you have already placed your Order, you must pay any applicable Additional Fee within 2 (two) days of the date of our invoice but in any case prior to the exercise of such additional usage rights.

If you become liable to pay any fees under section 8.4, you must pay such fees to us within 30 days of the date of our invoice for such fees.

All Fees payable by you under the Licence Agreement are exclusive of VAT which you shall additionally be liable to pay to us at the prevailing rate. We shall issue a VAT invoice in respect of all Fees.

If you do not make full payment of our invoice by the due date for payment, we may charge you interest on the overdue amount in accordance with our rights under the Late Payment of Commercial Debts (Interest) Act 1998.

Warranties

We warrant that all Images made available to you to download as digital files pursuant to an Order shall be free from defects in materials and workmanship for a period of 30 (thirty) days commencing on the date of the Order Confirmation. In the event of a breach of this warranty, your sole and exclusive remedy shall be for us (at our option):
– To replace the defective digital file for the relevant Image; or
To terminate the Licence Agreement in respect of the relevant Image and refund the Fees applicable to the relevant Image.

We warrant that we have the right and authority to enter into the Licence Agreement with you and to grant all the rights granted in the Licence Agreement.

We warrant that your use of the Images in accordance with the Licence Agreement and in the form delivered by us to you shall not infringe the copyright in the Images or the moral rights (if any) of the relevant Contributor(s).

In the event of a breach of either of the warranties in sections 12.2 or 12.3, your sole and exclusive remedy shall be for us (at your option):
– To supply to you an alternative Image available on our Website so as to avoid infringement; or
To terminate the Licence Agreement in respect of the infringing Image and refund the Fees applicable to the infringing Image.

Except as expressly provided in the foregoing provisions of this section 12, we make no warranty or representation, whether express or implied, in relation to the Images or any of our products or services, including implied warranties, representations or conditions of satisfactory quality or fitness for a particular purpose and all terms which might be implied into the Licence Agreement by statute, common law or otherwise are excluded to the fullest extent permitted by law.

Indemnity and limitation of liability

Nothing in these Terms limits or excludes our liability to you for:
– Death or personal injury arising from our negligence;
Fraud or fraudulent misrepresentation;
Breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or
Any other liability which cannot be limited or excluded as a matter of law, and all provisions set out in these Terms which purport to limit or exclude our liability to you under the Licence Agreement shall be subject to this section 13.1.

You shall indemnify us and the Contributors and hold us and the Contributors harmless from and against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by us and/or any Contributor and/or any third  party licensors of the  Images arising out of or in connection with your unauthorised use of the Images or any breach by you of any of your obligations under the Licence Agreement.

We shall have no liability to you under or in connection with the Licence Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, howsoever arising, for any of the following (whether direct or indirect):
Loss of profit;
Loss of revenue;
Loss of contract;
Loss of business opportunity;
Loss or corruption of data;
Loss of savings (whether actual or anticipated);
Wasted management time; or
Loss of or damage to goodwill or reputation.

We shall have no liability to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, howsoever arising, for any indirect, consequential or special loss.

Our total liability to you in respect of all other losses arising under or in connection with the Licence Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, howsoever arising, shall in no circumstances exceed an amount equivalent to a multiple of five (5) times the Fees applicable to the Image giving rise to the liability.

Termination

The Licence Agreement shall expire automatically without notice at the end of the Licence Period.

You may cancel the Licence Agreement and receive a refund of the Fees in respect of one or more Images which are the subject of an Order, subject to your compliance with the following:
– You must not have already used the relevant Image(s) in connection with the Project;
You must procure the deletion of all copies of the digital files relating to the Image(s) from any computer systems and devices in your possession or control; and
You must notify us of cancellation by sending an email to hello@weareexposure.co.uk within 10 (ten) days of the date of our Order Confirmation, specifying the relevant Order number and the name and reference number of the Image(s) which are no longer required,

and we shall use reasonable endeavours to process your cancellation request and refund the relevant Fees to you within 10 (ten) days of receipt of your cancellation request.

We reserve the right to require you to cease all use of any Image if we have reason to believe that the Image or the use of such Image infringes the rights (including Intellectual Property Rights and rights of privacy) of any third party. In such circumstances, you must immediately cease using the relevant Image, procure the deletion of all copies of the digital files relating to the Image(s) from any computer systems and devices in your possession or control, procure the removal of the Image from any publicly accessible online materials and procure the cessation of the distribution of any physical materials featuring the Image. Provided that the infringement or suspected infringement does not arise as a result of your breach of the Licence Agreement, we shall as your sole and exclusive remedy (at your option):
– Supply to you an alternative Image available on our Website so as to avoid infringement; or
Terminate the Licence Agreement in respect of the infringing Image and refund the Fees applicable to the infringing Image.

Without prejudice to any other rights or remedies we may have, we may terminate the Licence Agreement with immediate effect on giving you written notice if:
– You fail to pay any amount due under the Licence Agreement or any other agreement you may have with us by the due date for payment and such amount remains unpaid 7 (seven) days after we notify you in writing requiring payment to be made;
You breach any term of the Licence Agreement or any other agreement you may have with us and: (i) such breach is incapable of remedy; or (ii) such breach is capable of remedy but you fail to remedy such breach within 14 (fourteen) days after we notify you in writing requiring the breach to be remedied;
You stop carrying on all or a significant part of your business, or you indicate in any way that you intend to do so; or
You suffer an Insolvency Event.

If you become aware that any event has occurred, or circumstances exist, which may entitle us to terminate the Licence Agreement under this section 14 (Termination), you shall immediately notify us in writing.

Upon expiry of the Licence Agreement:
– You must cease all use of the relevant Images, except to the extent that further use is expressly permitted in the Licence Agreement under sections 5.1(b) and 5.1(c); and
You may retain for archival purposes physical and digital copies of any creative materials relating to the Project referred to in section 4.2 in which the Images appear, but you must procure the deletion of all copies of the digital files of the Images we supplied to you from any computer systems and devices in your possession or control.

Upon termination of the Licence Agreement under section 14.4:
– You must cease all use of the relevant Images;
You must procure the destruction or deletion (as applicable) of any materials relating to the Project incorporating any Images in your possession or control; and
You must procure the deletion of all copies of the digital files of the Images we supplied to you from any computer systems and devices in your possession or control.

Assignment and other dealings

Subject to section 4.3, you must not assign, transfer, mortgage, charge, sublicense, subcontract, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Licence Agreement without our prior written consent.

We may at any time assign, transfer, mortgage, charge or deal in any other manner with any or all of our rights and/or obligations under the Licence Agreement.

Notices

Any notice to be given to a party under or in connection with the Licence Agreement shall be in writing and shall be:
delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
sent by email to us at the email address specified in section 18 or to you at the email address registered to your account.

Any notice shall be deemed to have been received:
– if delivered by hand, on signature of a delivery receipt;
if sent by pre-paid first-class post or other next working day delivery service, at the time recorded by the delivery service; or
if sent by email or through your account, at the time of transmission.

This section 16 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

General

The Licence Agreement constitutes the entire agreement between you and us and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between you and us, whether written or oral, relating to its subject matter.

You and we agree that neither party shall have any remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Licence Agreement. You and we agree that neither party shall have any claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Licence Agreement.

No variation of the Licence Agreement shall be effective unless it is in writing and signed by you and us. However, we may make changes to these Terms at any time in our sole discretion, provided that any such changes shall not affect any Licence Agreement already in force.

No failure or delay by us to exercise any right or remedy provided under the Licence Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy

If any provision or part-provision of the Licence Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Licence Agreement.

Except as expressly stated in these Terms, no one other than a party to the Licence Agreement shall have any right to enforce any of its terms.

The Licence Agreement, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales.

You and we irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Licence Agreement or its subject matter or formation.

Contact us

You can contact us using the following contact details:

Email: hello@weareexposure.co.uk