iSnap2 User Licence Agreement (“ULA”)
Our Content License Agreement outlines the available licenses, rights and ownership details, and the permitted uses of each license. The document covers the standard Royalty-free License.
This is a legal agreement (the “Agreement”) between you or your company, firm or other organisation and its parents, subsidiaries, successors, assigns, and all employees and agents (“you”) and iSnap2 Limited (“iSnap2”, collectively with you, the “parties” to the Agreement). iSnap2 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(s)/Footage. 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 Agreement and the Image(s) usage restrictions contained herein. If you do not wish to accept the terms of this Agreement, please delete the unused Image(s) and notify iSnap2 by email to the following address :firstname.lastname@example.org within thirty days from the Invoice date for a full refund.
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 parties who have submitted the Image(s)to iSnap2.
Means iSnap2 part of Imageselect B.V.
Means the computer-generated or pre-printed Invoice provided by iSnap2 that may include, without limitation, details of the Image(s) 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 specific copy of the Image(s) available on the iSnap2 website that you have selected and which is identified on the Invoice.
Means all property, intellectual, industrial design and moral rights of every kind and nature, including all applications thereof, including but not limited to copyrights, trademarks, service marks, trade names, trade dress, symbols, logos and designs, and trade secret rights and registrations, initial applications, renewal extensions, continuations, divisions or reissues thereof.
Means the non-exclusive (unless otherwise stated in the Invoice) non-sub licensable right iSnap2 grants to you to use the Image(s).
Includes any form of copying or publication of the whole or part of any Image(s)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(s)(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(s).
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(s).
Means any sum or sums payable to iSnap2 by you in respect of the Licence.
- Contracting parties
The parties to this contract are iSnap2 and you. iSnap2 has been appointed agent by written agreement with its Contributors to grant this Licence on their behalf.
- Grant of rights and restrictions
- For all Licences
- Altering, cropping and manipulating Image(s)
- Images when used in a news context may be cropped or otherwise edited for technical quality, provided that the editorial integrity of the Image is not compromised and the truth of the Image is maintained, but shall not, under any circumstances, otherwise be altered.
- Images of in copyright artwork may be cropped or otherwise edited for technical quality, provided that the original context and setting of the Image is not altered.
- For all other Image(s)you may alter, crop, manipulate and create derivative works from the Image(s), so long as you ensure any iSnap2 source credit is not removed from any place where it is embedded in the Image(s).
- You must not incorporate Image(s)(or any part of them) into a logo, trademark or service mark.
- Image(s)must not be used as references for creating drawings or other visual works unless specifically authorised in the Invoice.
- iSnap2 does not warrant the accuracy of the captioning, keywording or any other information associated with the Image(s). In particular you acknowledge that captions, keywording and other information associated with the Image(s)may have been translated from the original language into another language using an automated machine translation process that iSnap2 has had no input into or control over and that accordingly iSnap2 disclaims any liability for inaccurate, misleading, defamatory, insulting, offensive, infringing or unlawful content created as a result of or arising out of such translation process.
- 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.
- If any Image(s)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(s)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(s)is being used for illustrative purposes only.
- You must abide by any direction or instruction on use notified to you by iSnap2 before, after or at the time of delivery of the Image(s), either in the information accompanying the Image(s), the Invoice or otherwise.
- iSnap2, 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.
- You may store the Image(s)in a digital library, network configuration or similar arrangement to allow them to be viewed within your organisation and by your clients but you must retain any iSnap2 source credit, any copyright notices, the Image(s)identification numbers and any other information as may be invisibly embedded or visibility provided within the electronic files containing the original Image(s).
- The Image(s)may not be sublicensed, resold or otherwise made available for use or distribution separately or detached from a product or web page. 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.
- Not all of iSnap2’s Image(s)have Releases. It is your responsibility to check that all necessary Releases have been secured (see clause 7.3 below).
- For all Licences iSnap2 grants to you a non-exclusive (unless otherwise stated on Invoice), non-sub licensable and non-assignable right to Reproduce the Image(s)solely in the manner and for the purposes set out in the Invoice. When exercising this right you must ensure any iSnap2 source credit or other third party credit or notice, including Intellectual Property rights, is not removed from any place where it is placed on or embedded in the Image(s).
- iSnap2 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 iSnap2):
- advertising and promotional materials (including packaging).
- online or other electronic distribution systems (including web page design), but subject to clause 3.1.10. up to a maximum resolution of 72 dpi.
- broadcasts or theatrical exhibition
- any products (including for-sale products) or publications (electronic or print), subject to clause 3.1.10; and/or
- materials for personal, non-commercial use and test or sample use, including comps and layouts.
- For Royalty Free Licences marked as limited for editorial and personal use only
- iSnap2 grants you a non-exclusive and non-assignable right to Reproduce the Image(s)on a worldwide basis solely as part of the following (or as agreed in writing by iSnap2):
- online or other electronic distribution systems (including web page design) of editorial (non-promotional) nature, but subject to clause 3.1.10 up to a maximum resolution of 72 dpi.
- broadcast or theatrical documentary exhibition
- any editorial products or publications (electronic or print), subject to clause 3.1.10; and/or
- materials for personal, non-commercial use and test or sample use, including comps and layouts for editorial products
- For all Royalty Free Licences, including those marked as for editorial and personal use only
- The Image(s)may be shared by creating an image library, network configuration or other similar arrangement so long as no more than ten (10) 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 ten (10) specific people access the Image(s)even if only ten (10) people are accessing the Image(s)at any particular time. For the Image(s)to be used by more than ten (10) individuals you must first contact iSnap2 to negotiate an extension of the Licence.
- If you are an intermediary (for example an advertising agency) you may sublicense an Image(s)as part of a derivative work (for example an advertisement) to your client. You may also assign the rights to your client, by entering their name in the transfer license field on the Invoice. If you assign the rights under this Agreement to your client you will rescind your rights to use the Image(s)in any other client’s work and it’s your responsibility to ensure the client understands and abides by all the Terms.
- The Image(s)as stored and shared by you must retain any iSnap2 source credit, the Image(s)identification numbers and any other third party credit or notice, including Intellectual Property rights, or other information as may be invisibly embedded or visibility provided within the electronic files containing the original Image(s).
- 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.
- Credit and Copyright issues
- No ownership or copyright, if applicable, in any Image(s)shall pass to you by the issue of the Licence. You acknowledge that, with the exception of certain Image(s)that may be in the public domain (for which you are obtaining access rights), all right, title and interest in and to the Image(s), including, without limitation, any applicable Intellectual Property rights therein remain with the Contributors, and nothing contained herein shall be construed to convey any rights or proprietary interest in the Image(s)other than the specific rights granted in Section 3 herein.
- Unless otherwise agreed in writing, if any Image(s)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)/iSnap2 Stock Photo”, or any other credit line specified by iSnap2. If a credit line is omitted then an additional fee equal to one hundred percent (100%) of the original amount Invoiced attributable to the Image(s)in question shall be payable by you.
- iSnap2’s source credit and Image(s)identification reference which appear in the Image(s)file must remain with your digital copy of the Image(s)at all times. You will retain the any iSnap2 source credit, the name of any artist if applicable, the respective Image(s)reference and any other information or metadata (“content information”) that is embedded in or provided with the electronic file that comprises any Image(s)which you have downloaded from the Website or otherwise received from iSnap2. Failure to maintain the integrity of the content information referred to in this Clause 4.3 will constitute a breach of this Agreement.
- In connection with the use of “iSnap2” or any other of iSnap2’s or its partners’ trade names, trademarks, +logos or service marks, including the names of all Image collections (“Marks”), you acknowledge and agree that (i) such Marks are and shall remain the sole property of iSnap2 or its partners; (ii) nothing shall confer upon you any right of use in or to the Marks; and (iii) you shall not now or in the future contest the validity of the Marks.
- You will immediately notify iSnap2 if you become aware or suspect that any third party has gained access to the Image(s)through you, is wrongfully using the Image(s), in whole or in part, or is violating any of iSnap2’s or any third party Intellectual Property rights, including, but not limited to, trademarks and copyrights, as applicable.
- Warranty and limitation of liability
- iSnap2 guarantees that should any Image(s)have defects in material or workmanship and these are notified in writing to iSnap2 within thirty (30) days from the date of delivery of the Image(s)then iSnap2 will either replace the Image(s)with another digital copy of the Image(s)free from defect or refund the Licence Fee paid by you to the extent attributable to the defective Image(s)/Footage, at iSnap2’s option.
- iSnap2 makes no other warranty, express or implied, including, without limitation, any implied warranties of merchantability or fitness for a particular purpose. Neither iSnap2 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 iSnap2, its servants or agents or otherwise) which arises out of or in connection with this Agreement, even if iSnap2 has been advised of the possibility of such damages, costs or losses. iSnap2’s maximum liability arising out of or in connection with your use of or inability to use the Image(s)(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(s)/Footage.
- 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 iSnap2 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.
- Notwithstanding any other provisions of this Agreement iSnap2 and you acknowledge that the iSnap2 website may contain archival or other collections that include Image(s)that are not protected by copyright, in the public domain or for which copyright ownership is unknown and that in respect of such Image(s):
- iSnap2 or its Contributors do not purport to have any Intellectual Property rights in such Image(s)and are solely providing you with access to their copy based on your compliance with the terms of this Agreement; and
- Other copies of such Image(s)may be available elsewhere for free.
Any Reproduction by you or on your behalf without reporting of use as soon as practicable, and in any event within 4 months, and payment being received by iSnap2 constitutes a breach of this Agreement which entitles iSnap2 immediately to terminate this Agreement and further may, in some instances constitute an infringement of copyright and/or other Intellectual Property rights.
- Release information
- iSnap2 gives no representations or warranties whatsoever as to the existence of any Releases associated with the Image(s).
- iSnap2 gives no representations or warranties whatsoever with respect to the use of names, trademarks, logos, uniforms, registered or copyrighted designs or artistic works depicted in any Image(s).
- You must satisfy yourself that all Releases as may be required for Reproduction of the Image(s)have been secured and are appropriate for your intended use. 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(s)usage, then it is your responsibility to consult with relevant parties. You shall not rely upon any representation or warranty given by iSnap2 employees or representatives save as set out in this Agreement.
You agree to indemnify and hold iSnap2 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(s)or of the depiction of any person or thing contained in any Image(s)supplied to you by iSnap2, or any other breach by you of any of your obligations under this Agreement.
- Licence fee
The Licence Fee depends on the nature of the rights granted. You agree to notify iSnap2 in the event that you desire to expand the usage for the Image(s)and pay any additional Licence Fee. Use of an Image(s)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 may in some instances constitute an infringement of copyright and/or other Intellectual Property rights.
- Licence cancellation
If you haven’t used the Image(s)file you can cancel the Licence and get a full refund within 30 days of the Invoice date. You’ll need to send us an email email@example.com, with the Invoice number and the Image file number. If you cancel, you won’t be able to use the Image file and you’ll need to remove it from your archives.
In addition, iSnap2 may withdraw any Image(s)based on a potential or actual legal claim. Upon termination or withdrawal, you and your client, if applicable, must immediately discontinue all future use of the Image(s)/Footage, delete the Image(s)and all copies from all magnetic/electronic media and destroy all other copies in its possession or control. iSnap2 may replace the Image(s)with alternate Image(s)upon its discretion.
Except as required by law both parties shall procure that all confidential information disclosed by one party to the other in accordance with this Agreement or which may at any time until termination of this Agreement come into the other party’s knowledge, possession or control shall not be used for any purposes other than those required or permitted by this Agreement and shall remain confidential and shall not be disclosed to any third party except insofar as this may be required for the proper operation of this Agreement and then only under appropriate confidentiality provisions approved by the other party. For the purposes of this agreement confidential information shall include without limitation that relating to the business of a party, its business systems, pricing, trade secrets, business processes and client and supplier lists. These obligations of confidentiality shall cease to apply to any particular item of confidential information once it becomes public knowledge other than by any act or default of either party.
- Interest on overdue Invoices and reasonable recovery costs
- Unless otherwise agreed by us in writing, all Invoices are payable by you within 30 days.
- If you do not make full payment of an Invoice on time we reserve the right to charge interest on the outstanding amount from the date payment was due until payment is made.
- Condition of Image(s)
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 clause 5.1, iSnap2 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(s)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.
- Miscellaneous terms
- 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(s)may in some instances constitute an infringement of copyright and/or other Intellectual Property rights.
- The Licence is conditional on you not being aware of or having received, prior to licensing any Image(s), any correspondence, representations, complaints or Claims from iSnap2 or third parties (collectively ‘Claims’) alleging that the Image(s)in question is in breach of copyright or other third party Intellectual Property rights or is in some other way unauthorised. Any such Claims existing at the time the Image(s)is purported to be Licenced will render any Licence granted void from the beginning. Any use of in-copyright Image(s)in a manner not expressly authorised by this Agreement may constitute copyright infringement, entitling iSnap2 to exercise all rights and remedies available to it under copyright laws around the world. You shall be responsible for any damages resulting from any such copyright infringement, including any Claims by a third party. In addition and without prejudice to iSnap2’s other remedies under this Agreement, iSnap2 reserves the right to charge and you agree to pay a fee equal to up to five (5) times iSnap2’s standard Licence fee for the unauthorised use of the Image(s)/Footage.
- No variation of any of these Terms shall be effective unless in writing and signed by iSnap2 and you. No action of iSnap2, other than an express written waiver, may be construed as a waiver of any clause of this Agreement. In the event that iSnap2 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 unenforceable, that will not affect any other clause and each will remain in full force and effect.
- This agreement, its validity and effect, shall be interpreted under and governed by the laws of The Netherlands and be subject to the exclusive jurisdiction of the Dutch courts. If iSnap2 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 iSnap2 in respect of all reasonable legal fees and costs incurred by iSnap2 in relation thereto.
Terms and conditions of sale for credit accounts
- In these conditions:
means the person who makes the purchase of the Image(s)online through the iSnap2 website or who authorises the Seller to make a purchase on their behalf.
means the digital Image(s)that is supplied via the Website to the Buyer or transparency to fulfil their purchase.
means iSnap2 as part of Imageselect B.V., a company registered in The Netherlands under number 27198149.
means the standard terms and conditions of sale for account customers set out in this document and includes any special conditions agreed in writing between the Buyer and the Seller.
means the contract for purchase and sale of Image(s)
means the website operated by iSnap2.
includes facsimile transmission and comparable means of communication.
- The headings of these conditions are for convenience only and shall not affect their interpretation.
- Basis of the sale
- The Image(s)may be purchased in a number of ways, either directly by the Buyer online using the iSnap2 website or by the Buyer directing an employee of the Seller to purchase the Image(s)for them. In all cases the Buyer acknowledges that the sale has occurred.
- The Buyer agrees that all Image(s)sales are governed by the Licence agreement specific to each Image(s).
- The Buyer acknowledges that the Licence Terms and Conditions (“Licence Terms”) referred to in clause 2.ii are liable to change and the Licence Terms in place on the Website at the time of each Image(s)sale determine the Licence Terms applicable to that sale.
- Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, Invoice or other document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller.
- Price of the Image(s)
- The Seller shall sell and the Buyer shall purchase the Image(s)at a price which is visible on the preview page of this specific image on the website
- The price is exclusive of any applicable Value Added Tax (VAT) or other tax on sales, which the Buyer shall additionally be liable to pay the Seller.
- Terms of payment
- Subject to any special terms agreed between the Buyer and the Seller the Seller will Invoice the Buyer once the order process is complete on the iSnap2 website.
- The Seller operates a Cancellation Policy and its terms are summarised on each Invoice. The Seller reserves the right to change this policy without notice.
- Bank charges. The Buyer will pay for the Buyer’s bank charges and not deduct these from any amount owed to the Seller.
- If the Buyer fails to make payment on the due date then, without prejudice to any other remedy available to the Seller, the Seller shall be entitled to:
- Cancel the Contract or suspend further services for the Buyer.
- Charge interest on overdue Invoices and reasonable recovery costs. The Seller understands and will exercise our statutory right to claim interest and compensation for debt recovery costs under late payment legislation if we are not paid according to agreed terms.
- For account holders in the EU: Interest will be charged at the ECB base rate plus 7%.
- For account holders in the US and Rest of the World: The Seller will claim interest if we are not paid according to agreed terms, at the rate of the Bank of England base rate plus 8%.
- Credit Account Terms
- The Buyer agrees that the Seller has the right to set Credit Limits on the account as they see fit and to withhold further credit at the Seller’s discretion.
- The Seller has the right at all times to terminate the Credit account and not to allow any future purchases.
- This clause applies if:
- The Buyer makes any voluntary arrangement with its creditors or (being an individual or firm) becomes bankrupt or (being a company) becomes subject of an administration order or goes into liquidation (otherwise than for the purpose of amalgamation or reconstruction); or
- An encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Buyer; or
- The Buyer ceases, or threatens to cease, to carry on business; or
- The Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly.
- If this clause applies then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to cancel the Contract or suspend any further deliveries of Image(s)to the Buyer without liability to the Buyer, and if the Image(s)have been delivered but not paid for then the price for them shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
- Any notice required or permitted to be given by either party to the other under these Conditions shall be in Writing addressed to that other party at its registered office or principal place of business or other such address as may at the time be relevant having been notified pursuant to this provision to the party giving notice.
- The Seller’s Conditions of Sale will apply exclusively to all dealings between the Seller and the Buyer.
- No waiver by the Seller of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.
- If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provisions in question shall not be affected.
- The Contract shall be governed by the laws of The Netherlands and the Buyer agrees to submit to the non-exclusive jurisdiction of the Dutch courts.