Image Use

Royalty Free End User Licence Agreement (EULA)

This is a legal agreement between you or your company, firm or other organisation ("you") and Natural Photo Library ("NPL"). NPL 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. 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 EULA (the "Agreement") and the Image usage restrictions contained herein. 

Definitions

1. "Terms"
   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.
   "Contributor"
   Means the owner(s) of the copyright in the Image(s) or their agent(s) who have submitted the Image(s) to NPL.
   "NPL"
   Means Natural Photo Library.
   "Invoice"
   Means the computer-generated or pre-printed invoice provided by NPL that may include, without limitation, details of the Images 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.
   "Image(s)"
   Means the Image(s) you have selected which are identified on the Invoice or, in the case of a virtual CD, the CD which is identified on the Invoice.
   "Licence"
   Means the non-exclusive (unless otherwise stated in the Invoice) non-sublicensable right NPL grants to you to use the Image(s).
   "Reproduction"
   Includes any form of copying or publication of the whole or part of any Image 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 (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.
   "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 Image.
   "Licence Fee"
   Means any sum or sums payable to NPL by you in respect of the Licence.
   
   
2. Contracting parties
   The parties to this contract are NPL and you. NPL has been appointed agent by its Contributors to grant this Licence on their behalf.
3. Grant of rights and restrictions
1. NPL 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 NPL):
1. advertising and promotional materials (including packaging);
2. online or other electronic distribution systems (including web page design, but subject to clause 3.8) up to a maximum resolution of 72 dpi;
3. broadcasts or theatrical exhibition;
4. any products (including for-sale products) or publications (electronic or print), subject to clause 3.8; and/or
2. You may alter, crop, manipulate and create derivative works from the Image(s).
3. 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 NPL to negotiate an extension of the Licence.
4. If you are an intermediary (for example an advertising agency) you may not sublicense, sell, assign, convey or transfer this Agreement or any of its rights under this Agreement but you may sub-license an Image as part of a derivative work (for example an advertisement) to your clients. Should your clients wish to incorporate the Image in their own work they should contact NPL to purchase a licence.
5. 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.
6. You must not incorporate Images (or any part of them) into a logo, trade mark or service mark.
7. The Image(s) may not be sublicensed, resold or otherwise made available for downloading, use or distribution separately. 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.
8. If any Image 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 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 is being used for illustrative purposes only.
9. NPL does not warrant the accuracy of the captioning, keywording or any other information associated with the Image(s).
10. 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.
11. You must abide by any restriction on use notified to you by NPL before, after or at the time of delivery of the Image(s), either in the information accompanying the Image(s), the Invoice or otherwise.
12. NPL, 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.
4. Copyright issues
   No ownership or copyright in any Image shall pass to you by the issue of the Licence. Unless otherwise agreed in writing.
5. Warranty and limitation of liability
1. NPL guarantees that should any Image have defects in material or workmanship and these are notified in writing to NPL within thirty (30) days from the date of delivery of the Image then NPL will either replace the Image with another digital copy of the Image free from defect or refund the Licence Fee paid by you to the extent attributable to the defective Image, at NPL’s option.
2. NPL makes no other warranty, express or implied, including, without limitation, any implied warranties of merchantability or fitness for a particular purpose. Neither NPL 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 NPL, its servants or agents or otherwise) which arises out of or in connection with this Agreement, even if NPL has been advised of the possibility of such damages, costs or losses. 
3. The terms of clause 5.ii 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 NPL or any of its employees, agents or otherwise. Each provision of clause 5.ii 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.
6. Payment
   No Reproduction of any Image is authorised until payment in full has been received by NPL. Any Reproduction by you or on your behalf prior to payment being received by NPL constitutes a breach of this Agreement which entitles NPL immediately to terminate this Agreement and further constitutes an infringement of copyright.
7. Indemnity
   You agree to indemnify and hold NPL 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 supplied to you by NPL, on behalf of the Contributor, or any other breach by you of any of your obligations under this Agreement.
8. Licence fee
   Use of an Image 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 an infringement of copyright.
9. Condition of images
   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, NPL 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 or its caption or in any way from its Reproduction.
10. 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 Image(s) purchased.
11. Miscellaneous terms
1. No variation of any of these Terms shall be effective unless in writing and signed by NPL and you. No action of NPL, other than an express written waiver, may be construed as a waiver of any clause of this Agreement. In the event that NPL 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.
2. 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.
3. This agreement, its validity and effect, shall be interpreted under and governed by the laws of Australia and be subject to the exclusive jurisdiction of the Australia courts. If NPL 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 NPL in respect of all reasonable legal fees and costs incurred by NPL in relation thereto.