These Photo Licensing Terms and Conditions ("Agreement") govern the licensing of photographs ("Photographs") by the photographer ("Photographer") to the licensee ("Licensee"). By using or downloading the Photographs, the Licensee agrees to be bound by

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the terms and conditions outlined below:

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1. Grant of License:

1.1. The Photographer grants the Licensee a non-exclusive, non-transferable license to use the Photographs for the agreed purposes and within the specified territory, as outlined in the licensing agreement or as separately agreed upon in writing.

 

1.2. The Licensee may use the Photographs in the following ways, subject to the limitations outlined in this Agreement:

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• Marketing and advertising materials, including brochures, catalogs, and online promotions.

• Website and social media platforms for promotional purposes.

• Print or digital publications, including magazines and newsletters.

• Display and exhibition in physical locations.

 

1.3. The Licensee acknowledges that the Photographer retains the copyright to all Photographs and that this Agreement does not transfer ownership of the Photographs.

 

​2. Usage Restrictions:

 

2.1. The Licensee shall not sublicense, sell, lease, distribute, or otherwise transfer the Photographs to third parties without the Photographer's express written permission.

 

2.2. The Licensee shall not use the Photographs in any manner that is defamatory, obscene, unlawful, or in violation of any third party's rights, including but not limited to copyright, trademark, or privacy rights.

 

2.3. The Licensee shall not alter, manipulate, or modify the Photographs without the Photographer's prior written consent, except for resizing or cropping the Photographs for the intended use, provided that such alterations do not distort or misrepresent the original content.
 

3.Credit and Attribution:

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3.1. The Licensee shall provide appropriate credit and attribution to the Photographer whenever the Photographs are used, in the form of a visible and legible copyright notice, such as "© Errbodysaycheese".
 

3.2. In the case of online use, the Licensee shall include a hyperlink to the Photographer's website or social media account, if provided by the Photographer.
 

4. Payment and Fees:

 

4.1. The Licensee shall pay the Photographer the agreed-upon licensing fee as outlined in the licensing agreement or as separately agreed upon.
 

4.2. If the Licensee exceeds the agreed-upon usage rights or desires additional usage rights beyond the scope of this Agreement, the Licensee shall notify the Photographer and pay any additional fees or royalties as mutually agreed upon.
 

5. Copyright and Ownership:
 

5.1. The Photographer retains all copyrights and ownership of the Photographs. The Licensee acquires only the rights expressly granted in this Agreement.
 

5.2. No copyright, trademark, or other intellectual property rights are transferred to the Licensee, except as explicitly stated in this Agreement.
 

6. Termination:
 

6.1. Either Party may terminate this Agreement with written notice if the other Party fails to fulfil its obligations under this Agreement. Upon termination, the Licensee shall cease all use of the Photographs and destroy any copies in their possession, unless otherwise agreed upon in writing.
 

7. Limitation of Liability:
 

7.1. The Photographer shall not be liable for any direct, indirect, consequential, or incidental damages arising out of the Licensee's use of the Photographs, including but not limited to loss of profits, loss of data, or loss of business opportunities.
 

8. Governing Law:
 

8.1. This Agreement shall be governed by and construed in accordance with the laws of United Kingdom, without regard to its conflict of laws principles.

 

9. Entire Agreement:

9.1. This Agreement constitutes the entire understanding between the Photographer and the Licensee concerning the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written, between the Parties. No amendments, modifications, or alterations to this Agreement will be valid unless in writing and signed by both Parties.

9.2. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The invalid or unenforceable provision shall be deemed modified to the extent necessary to make it valid and enforceable, or if not possible, severed from this Agreement, and the remaining provisions shall remain unaffected.

9.3. The headings in this Agreement are for convenience only and shall not affect the interpretation of any terms.

9.4. The failure of either Party to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by the Party in writing.

10. Notices:

10.1. All notices or other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given if delivered personally, sent by certified mail, return receipt requested, or by email with a confirmation of receipt, to the addresses or email addresses provided by the Parties.

11. Force Majeure:

11.1. Neither Party shall be liable for any failure or delay in performing its obligations under this Agreement due to circumstances beyond its reasonable control, including but not limited to acts of God, war, terrorism, strikes, government actions, or natural disasters. In such event, the affected Party shall notify the other Party as soon as reasonably possible and take all reasonable steps to resume performance.

12. Assignment:

12.1. The Licensee shall not assign or transfer any rights or obligations under this Agreement without the prior written consent of the Photographer. Any attempted assignment without such consent shall be null and void.

13. Independent Contractors:

13.1. The relationship between the Photographer and the Licensee is that of independent contractors. Nothing in this Agreement shall create any partnership, joint venture, agency, or employment relationship between the Parties.

14. Counterparts:

14.1. This Agreement may be executed in counterparts, each of which shall be deemed an original and together shall constitute one and the same agreement. Signatures delivered electronically or by facsimile shall be considered binding.

15. Survival of Terms:

15.1. Any provisions of this Agreement that by their nature should survive the termination or expiration of this Agreement, including but not limited to sections on copyright, payment, limitation of liability, and governing law, shall survive and continue to be enforceable.

16. Acknowledgment:

16.1. By using or downloading the Photographs, the Licensee acknowledges that they have read, understood, and agree to be bound by the terms and conditions of this Agreement.