Terms and Conditions

You can download low-resolution Images from this web site to your computer desktop (or, send them by e-mail, either to yourself or to another party) for initial viewing and/or use in composites or preview layouts. These are the ONLY permissible reproduction rights granted by us to you for our low-resolution Images. Such uses of low-resolution images are free of charge but are subject to the prohibitions set out below as well as any other restrictions set out under these Terms and Conditions.

You can purchase any additional reproduction rights you need for the Images on this web site by contacting our office directly.
Upon payment of our Invoice, including relevant Usage Fees, you may utilise the Images we license to you on a non-exclusive basis for the specific uses and purposes stated on our Invoice and limited by these Terms and Conditions. You do not acquire any right, title or interest in or to any of our Images including, but not limited to, any electronic reproduction or promotional rights, except as specifically set forth in our invoice/Copyright License and these Terms and Conditions. You agree that you will not make, authorise or permit any use of the particular Image(s), plate(s), digital file(s) or other reproduction(s) made from our Images except as specified in our Invoice/Copyright License.

Definitions:

“Creator” refers to the photographer, artist or any other party (or parties) responsible for producing the Images (pictures) on this web site. “Client”, “You and “Your” refer to the individual viewing the Provision web site. All three terms also refer to the individual downloading Images from this web site. In addition, all three terms refer to the recipient/licensee of the Images and its/your representatives. The terms “Provision”, “Us” and “Our” refer to Provision Picture Library Limited, the authorised agent for the creators of the Images on this web site.
“Digital Medium” means a digital format such as a floppy disk, fixed hard disk, compact disk (“CD”), e-mail, ISDN, etc. containing Images that have been converted into digital files and provided to you by us subject to these Terms and Conditions.

“Image” means a photograph, picture, transparency, negative, design, artwork, painting, graphic work, diagram, montage, illustration, drawing or engraving as well as any Image on a computer disk, or on magnetic tape, or transmitted electronically in digital form, or stored in a computer-based retrieval system, or any other item that may be offered by us to you for the purpose of Reproduction, either with or without accompanying text;

“Reproduction” means any form of copying, displaying or publication of the whole or part of any Image made available to you by us, whether such Image is altered or manipulated in any way or not by you, and whether reproduced by printing, photography, photocopying, scanning or slide projection (whether or not to an audience) by electronic, digital or mechanical means. “Reproduction” also means the downloading and/or storage of an Image by any means, including digitally. “Reproduction” is also understood by you and us to include the use, either in whole or in part, of any Image as an artist’s reference, as the basis for producing an artist’s illustration, or for producing a comp, layout or presentation to a customer. Further, “reproduction” is specifically understood by you and us to include the display of an Image on an Internet web site.

“Text” means any words, information or data comprising an article, feature, interview, recipe, caption, extended caption or any other words in written or digitally stored or transmitted format that we may offer either for the purpose of Reproduction or for the purpose of providing specific information about an Image;

“Non-transferable” means that the work you produce using our Images must be for your own use, or for the use of your direct employer, client, or customer, i.e. the end-user of your work. You may not sell, rent, loan, give, sub-license, or otherwise transfer to anyone our Images or the right to use the Images and nothing you produce shall grant or purport to grant to any third party a right to use or reproduce the Image(s). You agree to take all commercially reasonable steps to prevent third parties from reproducing or distributing the Image(s), including affixing a copyright/credit line and implementing appropriate security protection and compliance procedures.

Reproduction rights:

Limited reproduction rights are granted to you for the Images on our web site in low-resolution format as follows, subject to the Terms and Conditions herein: you may view the Images on this web site and you may use them in a composite, layout or customer preview layout. In conjunction with those authorised uses, you may download low-resolution Images from this web site to your computer desktop or send them by e-mail, free of charge, subject to the prohibitions set out below.

Reproduction rights for high-resolution Images are subject to the Terms and Conditions herein and are strictly limited within our Invoice/Copyright License to the specific uses specified, together with any limitations also specified regarding the period of time during which, or territory within which, you may use our Images. Unless otherwise specified in our Invoice/Copyright License, the use we grant to you of our high-resolution Images is for one-time use in a single publication, project or web site at a specified size and with Text (if any) in the language or languages specified.
In the absence of any contrary language in our Invoice/Copyright License, you may: use our Image(s) on any single computer at any one time. The Images as well as the contents of the Digital Medium are deemed “in use” on a computer when loaded into either the temporary or permanent memory of that computer; copy the Images into any machine-readable or printed form for back-up or archival purposes provided that any copy includes the Images’ copyright notices; reproduce and use any of the Images according to the purpose stated on the Invoice/Copyright License only, and
exercise the reasonable amount of digital manipulation necessary in order to prepare the Images for reproduction (so called “prepress” work), such as minor modifications or enhancements of colours or colour balance, minor reduction or intensification of contrast, or minor retouching, subject to the restrictions listed below.

Ownership of Images and Rights:

Unless otherwise specifically stated in writing by us, the Images on this web site remain the exclusive property of Provision, a specific creator, or an authorised agent or representative for a Creator (such as a picture agency). For the avoidance of doubt, no copyright or other intellectual property right in the Images on this web site is transferred to you without a specific Invoice/Copyright License defining the rights we have granted to you.

Derivative works:

If you intend to use any of our Images for the purpose of creating a “derivative work” you must contact us and receive prior approval to do so. A “derivative work” is defined as anything sourced from or referenced from our Images. If you clone, copy, trace, shrink, stretch, significantly alter colour, flip or flop, or include the Image(s) or any part thereof in a montage, or use the Images as the basis for an artist’s reference, or change the Images in any other way you create a derivative work. Such derivative work may be used only as permitted in accordance with a valid Invoice/Copyright Licence from us.

Condition of Digital Files and Photographic Prints:

If you choose to receive high-resolution Images in a digital format for Reproduction it shall be presumed by us that the Images we supply to you on CD, or downloaded by you from this web site, have been received in good, useable condition unless you notify us otherwise within 5 business days of receipt of the Image files. If you choose to receive high-resolution Images for reproduction from Photographic Prints instead of in digital format your pictures will be shipped to you with an accompanying Delivery Note listing all of the Images and it shall be presumed by us that they are received by you in good, useable condition unless you notify us to the contrary within 5 business days of receipt of the Images.

Copyright Notice:

Our Images are protected by copyright. All rights to the Images are owned by the Creators and licensed by Provision. A copyright and credit line must be included with the reproduction of our Images in the following format: If non-editorial use, you agree to provide copyright protection by placing proper copyright notice on any use. Proper use may be either “ã Year Client Name” (which protects the whole and all of its component parts) or ” ã Year Creator’s Name/Provision” adjacent to or within the Image(s) (which protects the pictures themselves); (ii) If editorial use, you agree to provide a credit line in the form “ã Year Creator’s Name/Provision” in type no smaller than that of related text, such credit line to appear adjacent to or within the Image(s).

Since it is difficult to quantify the loss or damage incurred by us and our Image Creators due to an incorrect or missing copyright and credit line you agree that a reasonable amount of liquidated damages payable by you to us if the copyright/credit line is omitted or incorrect is 50% of the fee specified in our Invoice/Copyright Licence.

The Creator of the Image(s) hereby asserts his or her rights to be identified as author of the works in accordance Copyright, law.

Termination:

Either party may immediately terminate this Agreement without payment of compensation, or other damages caused to the other party solely by such termination, by giving written notice to the other party if any one or more of the following events occurs: the other party commits a material breach of any of its obligations under this Agreement which cannot be remedied; the other party fails to remedy, or persists in, any breach of any of its obligations under this Agreement after having been required in writing to remedy or desist from such breach within a period of 30 days; in the event that we terminate this Agreement you must immediately stop using our Images and delete the Images and all copies of them from all of your electronic and/or magnetic media and destroy all other copies of the Images within your possession or control, or, upon request of Provision, return all such copies to us. Anti-piracy and Unauthorised Use:You will provide us with any information which we might reasonably request regarding the anti-piracy measures you have undertaken, i.e., actions you have taken to ensure and prevent the illegal copying and reproduction of the Images or Digital Media you obtain from us by friends, associates, colleagues or co- workers. We calculate the fee specified in our Invoice/Copyright Licence by relying in good faith on the information you provide to us for the intended use and reproduction specified in that Licence.

Indemnification:

You shall indemnify and hold us harmless against all claims, loss, damage, proceedings or costs with respect to Images that have been Reproduced without effective rights, model releases, permissions or consents. You agree to indemnify and hold harmless Provision against all claims, demands, costs, damages and related expenses, whether foreseeable or not, arising directly or indirectly in respect of any claims that the Reproduction of any Image provided to you by us infringes the intellectual property rights of a third party. The term “Intellectual Property Rights” shall include: copyright, database right, patents, registered designs, trademarks and service marks (whether registered or not), design right, and all similar property rights including those subsisting in any part of the world in drawings, software inventions and confidential information. You agree that you will not use or permit the use of our Images to defame any person or violate any person’s right of privacy or publicity, for any obscene or indecent purpose, or in any other way which is illegal or unlawful. You further agree not to use or permit the use of our Images as a trade or service mark, or claim any proprietary rights of any sort in the Image(s) or any part thereof. You agree to indemnify and hold us harmless against any claim, loss, damage or liability of any kind (including reasonable legal fees and expenses) arising from any use of our Images other than in accordance with the terms of this Agreement.

Exclusions/Limitations of Liability:

You agree that you accept these Terms and Conditions with the full knowledge that our liability is limited and that the prices and charges payable to us have been calculated accordingly.
Provision provides its web site and online Images, the accompanying data (including captions) and any Digital Medium in which the Images are provided “as is” and on an “as available” basis without any representation or endorsement and without warranty of any kind, whether express or implied, including, but not limited to, warranties of satisfactory quality, fitness for a particular purpose, non-infringement, compatibility, security and accuracy. We do not warrant that use of the Images will be uninterrupted, error free or free of computer viruses or computer bugs, or that defects will be corrected, or give any warranty otherwise as to their functionality, accuracy, or reliability. Some U.S. states and countries outside the Republic of Ireland do not permit the exclusion or limitation of implied warranties or liability for certain categories of damages. Therefore, some or all of the limitations above may not apply to you to the extent they are prohibited or superseded by your state or national conditions.

Interpretation, Governing Law & Disputes:

These Terms and Conditions, as well as any disputes or claims arising under or relating to this Agreement, shall be governed by, and construed in accordance with, the laws of the Republic of Ireland. Disputes arising under this Agreement shall be exclusively subject to the jurisdiction of the courts of the Republic of Ireland. Notwithstanding the foregoing, however, Provision shall have the right to commence and prosecute any legal or reasonable action or proceeding before any non-Irish court of relevant jurisdiction to obtain injunctive or other relief in the event that, in the opinion of Provision such action is necessary or desirable.

Other Conditions:

If any Provision or portion of these Terms and Conditions should be determined to be illegal, invalid or otherwise unenforceable by reason of the laws of any state or country in which this Agreement is intended to be effective, then to the extent and within the jurisdiction which that Provision is illegal, invalid or unenforceable it shall be severed and deleted from this Agreement and the remaining Terms and Conditions shall survive, remain in full force and effect and continue to be binding and enforceable. From time to time we may change the contents of our Terms and Conditions, Privacy Policy, prices, license terms, and other information and data; these changes will be made without prior notice to you.

® 2010 Provision Photographs Ltd. All rights reserved.