Version 1 - February 2005
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GOTYOU ASSOCIATE PHOTOGRAPHER TERMS AND CONDITIONS |
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SUMMARY OF KEY COMMERCIAL TERMS |
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Copyright: Photographer retains copyright in Supplied Photographs, with but grants a licence to GotYou to make and sell copies and grant licences to others. |
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Exclusivity: GotYou licence is exclusive for Event Photography for the first 3 months. GotYou licence is non-exclusive for Bespoke Photography. GotYou licence is exclusive for at least 12 months for all Press Photography. If a GotYou customer requests exclusivity then photographer must abide by this. |
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Royalty Percentage: 70% royalty on photograph sales and licences concluded by GotYou, based on the sale price or licence fee after deductions and exclusions of costs including VAT, print costs, and e-commerce costs. |
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Royalty Payment Terms: Royalties are paid 6 weeks after end of each month, for all payments received by GotYou from its customers in that month. |
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1. |
ABOUT THIS DOCUMENT |
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This document sets out the terms on which GotYou appoints persons to be associate photographers of GotYou, and the terms which will apply to photographs provided by such associate photographers to GotYou from time to time. Any person you applies to be an associate photographer of GotYou expressly agrees to the terms of this document. |
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GotYou Limited is a company registered in England and Wales with company number 05267653 and registered office at 19 Coronation Avenue, Alvaston, Derby, Derbyshire, DE24 0LQ. |
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In these terms and conditions a reference to "this Agreement" is to the agreement which incorporates these terms and conditions. |
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"Associate Photographer" means the person identified as the Associate Photographer in this Agreement; |
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"Bespoke Photography" means the taking of photographs of a defined subject or specification or for a defined purpose, as specified by a customer of GotYou; |
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"Conditions" means these terms and conditions; |
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"Derived Photograph" means any edited, altered, adapted, merged, modified, or otherwise derived version of a Supplied Photograph, or any photograph or other image made using all or any material part of a Supplied Photograph or any derived version thereof; |
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(a) |
any event or other gathering of people for a particular activity, purpose or reason, including national, local, sporting, cultural, recreational, social, business and professional matches, dinners, meetings or events; and |
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(b) |
in relation to any Supplied Photograph, the Event at which such Supplied Photograph was taken; |
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"Event Photography" means the taking of photographs at Events for the purposes of selling copies of such photographs; |
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"Event Password" means any password or passwords set by GotYou enabling access by members of the public through the Website to Supplied Photographs taken at a particular Event; |
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"GotYou" means GotYou Limited, registered in England and Wales with company number 05267653 and registered office at 19 Coronation Avenue, Alvaston, Derby, Derbyshire, DE24 0LQ; |
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"GotYou Licence" means the licence granted by the Associate Photographer to GotYou in relation to each Supplied Photograph set out in Clause 7; |
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"Intellectual Property Rights" means any and all registered or unregistered intellectual property rights in any part of the world, including without limitation patents, design rights and registered designs, copyrights, database rights, topography rights, trade marks and service marks, domain names, know-how, rights in inventions, designs and ideas, and rights to confidence; |
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"Licence Transaction" means any agreement under which GotYou grants to any third party any licence in relation to any Supplied Photograph or Derived Photograph; |
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"Net Licence Fee" means the fee, royalty or other amount charged by GotYou for a licence under any Licence Transaction, |
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(a) |
less any Transaction Costs; |
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(b) |
less any VAT which may be included in such amount, where such amount is a VAT inclusive amount; and |
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(c) |
not including any other separate charges in that Licence Transaction, such as without limitation any VAT charged separately, any other taxes payable, and any or any charges for delivery; |
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"Net Sale Price" means the price charged by GotYou under a Sale Transaction for the supply of a print of any Supplied Photograph or any item having printed on it any reproduction of a Supplied Photograph, |
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(a) |
less all Transaction Costs; |
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(b) |
less any VAT which may be included in such price, where such price is a VAT inclusive amount; and |
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(c) |
not including any other separate charges in that Sale Transaction, such as without limitation any VAT charged separately, any other taxes chargeable or payable in respect of such Transaction, and any charges for any framing, delivery or other goods or services supplied by GotYou under that Sale Transaction which may be shown separately; |
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"Photography Work" means:- |
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(a) |
any Event Photography carried out by the Associate Photographer in respect of which the Associate Photographer promotes itself as an associate photographer of GotYou, or the Associate Photographer attended following information or instructions provided by GotYou, or otherwise provides photographs to GotYou; |
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(b) |
any Bespoke Photography or Press Photography carried out in response to or based on any information, instructions or communications on the Website or otherwise provided by GotYou to the Associate Photographer (including by text or e-mail); or |
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(c) |
any other photography work the Associate Photographer may carry out connected with GotYou or deriving from any information, instructions or communications obtained through GotYou or the Website, or in respect of which the Associate Photographer provides photographs to GotYou or indicates that it is associated with GotYou; |
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"Press Photography" means the taking of photographs for the purposes of their being offered sale for reproduction in any media, including without limitation newspapers and other printed publications (and internet versions of the same), broadcast, cable, satellite or other channels and programmes, and internet sites and publications; |
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"Promotional Materials" means any clothing bearing any branding of GotYou and any physical or digital items bearing the branding of or referring to GotYou, including business cards, posters, stands, leaflets, or brochures; |
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"Royalty" means in relation to each Transaction, the Royalty Percentage of the Net Sale Price or Net Licence Fee charged by GotYou under such Transaction; |
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"Royalty Period" means a calendar month, unless otherwise specified or agreed by GotYou; |
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"Royalty Payment Date" means, in relation to any Transaction, the date which is 42 days after the end of a Royalty Period in which such Transaction was concluded, or if that day is not a Working Day, on the next Working Day; |
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"Royalty Percentage" means 70%, unless otherwise expressly stated or agreed by GotYou; |
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"Royalty Statement" means any statement of Royalty due for a Royalty Period issued by GotYou in accordance with Clause 9; |
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"Sale Transaction" means any contract made by GotYou under which GotYou sells one or more physical prints of, or sells any other goods (including without limitation calendars, mugs and other similar items) bearing any Supplied Photograph or Derived Photograph; |
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"Supplied Photograph" means each photograph uploaded by or on behalf of the Associate Photographer to the Website at any time, or otherwise supplied by or on behalf of the Associate Photographer to GotYou at any time by any means, including without limitation photographs taken as part of any Photography Work; |
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"Transaction" means a Sale Transaction or a Licence Transaction; |
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"Transaction Costs" means all costs of GotYou in respect of a Transaction, including overheads and third party costs, printing and production costs, merchant costs (such as commissions and amounts payable in respect of payments made by credit or debit card) and fulfilment and delivery costs; |
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"Working Day" means Monday to Fridays (other than public or bank holidays); and |
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"Website" means the web site located at www.gotyou.co.uk, www.bespoke-images.com, and/or such other website(s) as GotYou may specify from time to time. |
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In this Agreement a reference to a person includes a reference to an individual, partnership, association or club, company or other body corporate, public body, or any other entity or body having separate legal personality under any law; a reference to the singular shall include the plural and vice versa; a reference to any gender shall include every gender; and a reference to any statute or provision of a statute shall be construed as a reference to that statute or provision as amended, re-enacted or extended from time to time; the words "including" and "include" shall be deemed to be followed by the words "without limitation"; reference to a photograph includes any image captured by any means and on any medium, including film, digital, or video. When reference is made to the Associate Photographer taking any photograph, this shall include any photograph taken by any person working with, engaged by, or employed by the Associate Photographer. |
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The headings in these Conditions are for convenience only and shall not affect their construction or interpretation. |
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4. |
SCOPE OF AGREEMENT |
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Subject to the terms of this Agreement:- |
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GotYou appoints the Associate Photographer as an associate photographer of GotYou, with permission to promote him or herself as associated with GotYou and the Web Site in connection with Photography Work. |
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(b) |
Use of Promotional Materials |
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GotYou permits the Associate Photographer to use Promotional Materials in connection with Photography Work, to promote the Website and to promote him or herself as being associate photographer of GotYou. |
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(c) |
Make available photographs |
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The Associate Photographer shall make available exclusively to GotYou under the terms of the GotYou Licence all photographs taken by the Associated Photographer in relation to any Photography Work undertaken by the Associate Photographer. |
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The Associate Photographer agrees to grant to GotYou the GotYou Licence in respect of all Supplied Photographs. |
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GotYou will pay to the Associate Photographer the Royalty for each Transaction concluded by GotYou in respect of any Supplied Photograph. |
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Nothing in this Agreement shall give the Associate Photographer any territory or sole or exclusive rights, or restrict GotYou in any way, and the Associate Photographer acknowledges and agrees that GotYou may appoint as many associate photographers as it may decide, who may operate in free and open competition with the Associate Photographer. |
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4.3 |
Extent of Associate Photographer's obligation |
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Without prejudice to the obligations of the Associate Photographer in relation to Supplied Photographs under this Agreement, it shall be in the Associate Photographer's entire discretion whether the Associate Photographer chooses to undertake any Photography Work. Nothing in this Agreement shall prevent the Associate Photographer from pursuing any other employment, business or activity. |
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4.4 |
Not Employee or Agent |
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The Associate Photographer acknowledges that he or she is contracting with GotYou and carrying out any Photography Work as a self-employed independent contractor, and shall not be an employee of GotYou. The Associate Photographer shall at no time suggest that he or she is an employee or agent of GotYou and the Associate Photographer shall not have any authority to do anything on behalf of GotYou. The Associate Photographer will be responsible for making his or her own tax returns, and paying any taxes (including income tax and national insurance) which may be due on any Royalties or other amounts paid under this Agreement. The Associate Photographer shall indemnify GotYou on demand against any liability which GotYou may have or claims which may be made against GotYou by the inland revenue or any other person for any income or other tax or national insurance contributions relating to the Royalties or any other amounts paid to the Associate Photographer under this Agreement. |
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The Associate Photographer acknowledges that all Photography Work which it undertakes is carried out voluntarily and at its own risk, without any obligation or guarantee that its photographs will be accepted or that any person will buy such photographs or that any Transaction will be concluded by GotYou in respect of any Supplied Photograph. The Associate Photographer agrees that save for the Royalties, the Associated Photographer is entitled to no payment or remuneration from GotYou for any Photography Work carried out or Supplied Photographs. |
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The Associate Photographer is generally free to decide which Events it wishes to attend from time to time, subject to any restrictions which GotYou may notify to the Associate Photographer from time to time. |
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(b) |
Use of Promotional Materials |
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GotYou shall be entitled from time to time in its sole discretion to specify, exclude or limit Events at which the Promotional Materials may be used and/or from which GotYou will accept photographs. In the absence of any such specification, exclusion or limitation, the Associate Photographer may use Promotional Materials at and submit photographs from any Event the Associate Photographer may chose to attend from time to time. |
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If GotYou sets an Event Password for a given Event, then the Associate Photographer shall ensure that it promotes this Event Password at any Event where the Associate Photographer uses any Promotional Materials or otherwise informs people of the existence of the Website or GotYou. |
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(d) |
Restriction on sales by Associate Photographer |
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If the Associate Photographer uses any Promotional Materials at any Event or otherwise indicates that it is associated with GotYou, then the Associate Photographer agrees to the following restrictions:- |
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The Associate Photographer agrees that it will not at that Event (whether alone or in conjunction with any other person) offer to make and sell at that Event prints or digital copies of any photographs taken by the Associate Photographer at that Event, or assist anyone else to do so. |
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(ii) |
The Associate Photographer agrees that it will not at any time after that Event (whether alone or in conjunction with any other person) offer to make and sell prints or digital copies of any photographs taken by the Associate Photographer at that event, or supply any copy of any such photograph to any person to do so or grant any licence of or assign any rights in respect of any such photograph to any person to do so. This restriction shall be limited to a period of 3 months from the close of that Event for any photographs taken at that Event which were not supplied to GotYou under this Agreement. |
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Where a customer of GotYou requests any Bespoke Photography this is not a legally binding offer and is simply an invitation to all associate photographers of GotYou to submit photographs in relation to the requested brief which the customer may then it is absolute discretion decide to purchase or not. If the Associate Photographer decides to undertake any Bespoke Photography it does so at its own risk, with no guarantee that any resulting photographs will be purchased. |
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Where the Associate Photographer carries out any Bespoke Photography based on any instructions, information or communication obtained by it from the Website or otherwise from GotYou, or indicates that it is associated with GotYou when carrying out any Bespoke Photography, the Associate Photographer agrees as a condition of this Agreement not to sell any photographs taken as part of that particular instruction, brief or purpose directly to the customer for such Bespoke Photography, and shall provide all such photographs to GotYou for exploitation by GotYou in accordance with this Agreement. |
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Where an Associate Photographer carries out any Press Photography, then this again is at the risk of the Associate Photographer with no guarantee that any resulting photographs will be accepted or purchased. |
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Where the Associate Photographer carries out any Press Photography based on any instructions, information or communication obtained by it from the Website or otherwise from GotYou, or indicates that it is associated with GotYou when carrying out any Press Photography, the Associate Photographer agrees as a condition of this Agreement not to sell any photographs taken directly to any third party, and shall provide all such photographs to GotYou for exploitation by GotYou in accordance with this Agreement. |
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6. |
SUPPLY OF PHOTOGRAPHS |
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The following terms shall apply to all Supplied Photographs, whatever the nature of the Photography Work:- |
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GotYou shall be entitled to impose such limits and requirements as it may in its discretion specify as to the photographs which it will accept from the Associate Photographer from time to time. |
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Nothing in this Agreement shall oblige GotYou to accept any photograph from the Associate Photographer, and GotYou may at any time refuse or return any photograph. |
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The Associate Photographer shall endeavour to provide photographs in accordance with any timescales advised by GotYou. |
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Any photographs taken at an Event which the Associate Photographer wishes to supply to GotYou for inclusion on the Website for such Event shall be supplied by the Associate Photographer by no later than the second day from and including the day on which such photographs were taken, unless otherwise allowed by GotYou. |
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The timescales for uploading of photographs for Bespoke Photography will be indicated by the brief for that Bespoke Photography. |
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The timescales for uploading photographs for Press Photography are of the essence, with often a small window of interest or opportunity for concluding any Transaction. |
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6.4 |
Format and Resolution |
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All Supplied Photographs shall unless otherwise specified by GotYou be provided in digital form in the native format and at the resolution taken by the Associated Photography, and in any event shall be in the most lossless storage format and highest resolution and colour depth available to the Associated Photographer. |
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GotYou shall be entitled to require the Associate Photographer to provide Supplied Photographs solely by means of uploading to the Website using such upload web pages as GotYou may specify for this purpose. GotYou may in its absolute discretion accept Supplied Photographs delivered by e-mail or other means. The Associate Photographer shall be responsible for its costs of transmitting any Supplied Photograph through the internet or otherwise supplying any Supplied Photograph, including the Associate Photographer's internet access or broadband access charges. GotYou will be responsible for any internet access charges incurred by GotYou in receiving any uploaded photographs onto its Website from the internet. |
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GotYou does not have the storage capacity to store full resolution copies of all Supplied Pictures for more than a short period of time. Accordingly, the Associate Photographer shall retain a copy of each Supplied Photograph in the format and resolution in which it was supplied to GotYou, and provide transmit such copy to GotYou on demand at any time on request, for so long as the GotYou Licence is in force for that Supplied Photograph. |
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In relation to each Supplied Photograph, the Associate Photographer grants to GotYou the following licence, by way of present and future grant, with effect from receipt by GotYou of the Supplied Photograph:- |
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The Associate Photographer grants to GotYou an irrevocable licence to do any of the following things within the licence period set out in Clause 7.2:- |
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make Derived Photographs of the Supplied Photograph; |
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make and sell copies of the Supplied Photograph or any Derived Photograph; |
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to sell any goods bearing the Supplied Photograph or any Derived Photograph (including without limitation, calendars, mugs, mats and other merchandise); |
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to grant rights to any other person to do anything in relation to the Supplied Photograph, including without limitation, in the case of Bespoke Photography, to grant licences for use of the Supplied Photograph provided in response to any Bespoke Photography or Press Photography; and |
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to do anything else in relation to the Supplied Photograph or any Derived Photograph which would otherwise be a breach of any Intellectual Property Rights in the Supplied Photograph, |
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together with a right to grant sub-licences of any of these rights (including this right of sub-licence). |
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The GotYou Licence for a Supplied Photograph shall continue from and including the date on which it is received by GotYou to but excluding the same date one year later (the "Minimum Term"), and shall continue without limit of time after the Minimum Term unless and until terminated by either party at the end of or at any time following the end of the Minimum Term by not less than 30 days prior notice to the other. |
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Without prejudice to Clause 7.4, the GotYou Licence shall be exclusive to GotYou and shall give GotYou exclusive rights to exploit the Supplied Photograph, for the periods set out below, and the Associate Photographer shall not in or in relation to such period itself assign or transfer to any third party any Intellectual Property Rights in any Supplied Photograph or any Derived Photograph, or sell copies of or anything bearing the Supplied Photograph or any Derived Photograph, or grant any licence to anyone else in relation to the Supplied Photograph or any Derived Photograph, or supply a copy of the Supplied Photograph or any Derived Photograph to any third party, or do anything else forming part of the rights granted in Clause 7.1:- |
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For all Supplied Photographs in connection with Event Photography, the GotYou Licence shall be exclusive to GotYou, for the first 3 months of the period of the GotYou Licence. |
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For all Supplied Photographs in connection with Bespoke Photography, the GotYou Licence will be non-exclusive, but without affecting any restrictions in this Agreement on direct sales between the Associate Photographer and the customer. |
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For all Supplied Photographs in connection with Press Photography, the GotYou Licence shall be exclusive to GotYou, for the duration of the GotYou Licence. |
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If any person who concludes a Transaction with GotYou in relation to the Supplied Photograph has requested or otherwise agreed with GotYou any exclusive rights in relation to that Supplied Photograph, then the Associate Photographer agrees that it will not do any act which falls within or which would otherwise conflict with such exclusive rights. If the nature of these exclusive rights has not been specified, then they shall be deemed as against the Associate Photographer to be the exclusive right to anything mentioned in Clause 7.1 and the Associate Photographer shall not do any of the acts mentioned in the first paragraph of Clause 7.3 at any time and without limit of time. |
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7.5 |
Attribution of Authorship |
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If any person who is proposing to or who enters into a Transaction with GotYou, requests any right to use any Supplied Photograph without identifying the Associate Photographer as author in relation to the Supplied Photograph, then the Associate Photographer agrees that GotYou may agree to such a request without the prior approval of the Associate Photographer, and waives any rights to be identified as author in such case. |
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The Associate Photographer warrants that:- |
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the Supplied Photograph was taken by the Associate Photographer him or herself or by someone in circumstances such that the Intellectual Property Rights in the Supplied Photograph vested in the Associate Photographer; and |
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the Associate Photographer is the sole and absolute owner of all Intellectual Property Rights in and to the Supplied Photograph; |
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(c) |
the Associate Photographer otherwise has all the necessary rights to grant the GotYou Licence in this Clause 7 and to comply with the terms of this Clause 7. |
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7.7 |
Defence of third party claims |
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If any third party claims that GotYou's use of any Supplied Photograph in accordance with the GotYou Licence infringes their Intellectual Property Rights, the Associate Photographer shall at its own cost promptly provide all reasonable assistance, information and evidence to GotYou to support GotYou's defence of any such claim. |
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If GotYou's use of any Supplied Photograph in accordance with the GotYou Licence infringes any Intellectual Property Rights of any third party in circumstances which would amount to a breach of the warranty in Clause 7.6, or any third party makes any claim alleging such is this case, (including without limitation where it is held by any court to so infringe or where GotYou reasonably accepts liability and/or settles any claim alleging such infringement) then the Associate Photographer shall:- |
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indemnify GotYou from and against any damages, accounts of profits, costs or other amounts awarded against GotYou or which GotYou undertakes to pay in any reasonable settlements or court orders, together with any costs reasonably incurred by GotYou in settling or defending any claim and in complying with the terms of any judgement, court order or settlement; and |
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repay to GotYou any Royalties paid in respect of such Supplied Photograph. |
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8. |
EXPLOITATION OF SUPPLIED PHOTOGRAPHS |
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GotYou agrees that it will in respect of each Supplied Photograph accepted by it, for a period of up to 2 weeks from the date on which it was taken, or longer if GotYou in its absolute discretion shall decide, make such Supplied Photograph available for viewing on the Website and offer to enter into Transactions in relation to such Supplied Photograph. The structure, organisation and layout of the Website shall be in the sole discretion of GotYou. |
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The prices, licence fees and other amounts charged by GotYou for any Transaction shall be in the sole discretion of GotYou, and GotYou does not commit to the Associate Photographer to achieve any particular return or to any maximum or minimum amount. |
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9. |
ROYALTY PROVISIONS |
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9.1 |
Agreement to pay Royalty |
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GotYou agrees to pay to the Associate Photographer, on and subject to the terms of this Clause 9:- |
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the Royalty Percentage of the Net Sale Price for each Sale Transaction concluded by GotYou during the Royalty Period; and |
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the Royalty Percentage of the Net Licence Fee for each Licence Transaction concluded by GotYou. |
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Where GotYou concludes a Transaction which involves the use of Supplied Photographs from the Associate Photographer together with photographs supplied by any other persons, GotYou will pay the Associate Photographer a Royalty calculated on a reasonable proportion of the Net Sale Price or Net Licence Fee. |
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9.3 |
When Royalty becomes due |
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The Royalty for any Transaction shall become due when the other party to the Transaction makes any payment in full to GotYou under the Transaction, or would have made such payment but for any breach of the terms of the Transaction by GotYou. |
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Following the end of each Royalty Period, GotYou will calculate the Royalty that became due to the Associate Photographer during that Royalty Period under Clause 9.3, less any amounts which GotYou proposes to set-off against such Royalty, and will send to the Associate Photographer a statement of the Royalty due, which may be by e-mail. |
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If the net Royalty shown on any Royalty Statement is £5 or less, then the Associate Photographer authorises GotYou to pay such Royalty to such charity as GotYou may in its absolute discretion decide. |
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If the total accumulated Royalty shown on any Royalty Statement is more than £5, then GotYou will pay such Royalty to the Associate Photographer by cheque or bank transfer (at GotYou's discretion) by the Royalty Payment Date. The Associate Photographer shall on request provide GotYou with bank details to enable any bank transfer. |
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All Royalties payable to the Associate Photographer shall be considered to be inclusive of any VAT chargeable by the Associate Photographer. |
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The Associate Photographer agrees to pay any and all taxes and charges levied by any government body in connection with any Royalty paid under this Agreement. GotYou may deduct or withhold from the Royalty any taxes or levies required by law. |
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If under any Transaction, it is subsequently cancelled or GotYou allow a whole or partial refund for any reason (other than due to a breach of the Transaction by GotYou which was not due to any act or omission of the Associate Photographer or any breach of this Agreement by the Associate Photographer), then the Associate Photographer shall on demand refund any Royalty paid to the Associate Photographer in respect of refunded amount, which may be set-off by GotYou against any other Royalty payable to the Associate Photographer. |
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9.9 |
Withholding of Royalty |
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If GotYou has any grounds for believing that the Associate Photographer may be in breach of any provision of this Agreement, or may be liable under any indemnity in this Agreement, GotYou shall be entitled on notice of the alleged breach or liability to the Associate Photographer to withhold further payment of any Royalties to the Associate Photographer pending resolution of such breach or liability and any related claims (including third party claims against GotYou), and shall be entitled to set-off against such Royalties any damages or other compensation ultimately awarded or agreed to be payable by the Associate Photographer. |
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10.1 |
General Restrictions |
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The Associate Photographer shall comply with any controls, limitations or restrictions which GotYou may in its absolute discretion impose, whether permanently or temporarily, in relation to when and how the Associate Photographer may promote or indicate his or her association with GotYou. |
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10.2 |
Promotion as Associate Photographer |
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If the Associate Photographer uses any Promotional Materials or otherwise indicates that it is associated with GotYou when carrying out any Photography Work, then the Associate Photographer shall not promote itself as being associated with any other person (including without limitation any other web site or photography service). |
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10.3 |
Branding and Goodwill |
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The Associate Photographer acknowledges that all trademarks, copyright, goodwill and other intellectual property rights and interests in and in relation to the GotYou name, logos, Website and GotYou brand shall be the absolute property of GotYou and that all goodwill generated by the activities of the Associate Photographer in carrying out any Photography Work shall vest in GotYou. The Associate Photographer shall have no rights in relation to such trademarks, copyright, goodwill or branding. |
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The Associate Photographer shall comply with any policies or codes of conduct established by GotYou from time to time with respect to Photography Work, including child protection policies. |
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10.5 |
General photography rules |
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The Associate Photographer shall ensure that he or she complies will all applicable laws when taking photographs, and shall not take photographs which infringe any rights of any third party, or breach any obligation of confidentiality, or are obscene. |
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10.6 |
Promotional Materials |
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Where GotYou sells or otherwise supplies to the Associate Photographer any Promotional Materials, the following general terms shall apply:- |
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(a) |
GotYou shall all any times and from time to time be entitled to alter the Promotional Materials which the Associate Photographer may use or suspend use of any Promotional Materials. |
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(b) |
The Associate Photographer shall cease to use and shall return to GotYou on demand all Promotional Materials on termination of this Agreement. In any event, where Promotional Materials are provided free of charge to the Associate Photographer, the Associated Photographer shall return these on demand from GotYou at any time. |
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10.7 |
Health and Safety of the Associate Photographer |
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The Associate Photographer shall be responsible for maintaining his or her own personal safety and exercising due care and diligence when undertaking any Photography Work, and agrees that the risk of undertaking any Photography Work shall be with the Associate Photographer. |
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If any third party claims that GotYou is liable (including vicariously liable or directly liable) for any act or omission of the Associate Photographer or any person who worked with or was otherwise associated with the Associate Photographer, including for any negligent, tortious, or criminal act or omission of the Associate Photographer, breach of any statutory duty by the Associate Photographer, or any personal injury, loss or damage caused by the Associate Photographer, then the Associate Photographer shall:- |
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(a) |
at its own cost promptly provide all reasonable assistance, information and evidence to GotYou to support GotYou's defence of any such claim; and |
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(b) |
indemnify GotYou on demand from and against any damages, accounts of profits, costs or other amounts awarded against GotYou in respect of any such claim or which GotYou undertakes to pay in any reasonable settlements or court orders in respect of such claim, together with any costs reasonably incurred by GotYou in settling or defending any claim and in complying with the terms of any judgement, court order or settlement. |
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This Agreement shall commence on execution by both parties, and may be terminated by either party at any time without cause immediately on giving notice to the other. |
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12. |
TERMINATION FOR BREACH |
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GotYou may terminate this Agreement immediately by notice to the Associate Photographer if the Associate Photographer (1) commits an irremediable material breach of this Agreement, or (2) the Associate Photographer commits any breach of this Agreement (however minor, and whether or not remediable) and does not take reasonable steps to prevent such breach recurring following notice from GotYou, or (3) the Associate Photographer commits any remediable breach of this Agreement (however minor) and does not remedy that breach in a reasonable period after notice of the breach. |
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13. |
EFFECTS OF TERMINATION |
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The effects of any termination of this Agreement shall be as follows:- |
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13.1 |
Appointment as Associate Photographer |
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The appointment of the Associate Photographer as an associate photographer of GotYou shall immediately end, the Associate Photographer's rights and permissions under this Agreement shall terminate, and the Associate Photographer shall cease to use any Promotional Materials or otherwise represent him or herself as being associated with GotYou. GotYou may cease to accept any further photographs from the Associate Photographer and may cease to send to the Associate Photographer any details concerning Photography Work. |
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Termination of this Agreement shall not affect the GotYou Licence in respect of each Supplied Photograph, which shall continue in full force and effect, and GotYou will continue to pay Royalties in respect of Transactions concluded under any such GotYou Licence in accordance with the terms of this Agreement. |
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Termination of this Agreement shall not affect any rights for any breach of this Agreement, any provisions which are implicitly by their purpose are to have continuing effect, and Clauses 4.4 (Not Employee), 6.6 (Retain Copy of photographs), 7 (GotYou Licence), 9 (Royalties), 10.6 (Return of Promotional Materials), or 10.8 (Third Party Claims) of these Conditions which shall continue in full force and effect. |
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GotYou shall not be considered to be in breach of this Agreement, and shall not have any liability to the Associate Photographer for any failure to perform, part performance, defective performance or delay in performance of this Agreement, where due to any event or circumstance beyond GotYou's reasonable control. |
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This Agreement constitutes the entire agreement between the parties relating to its subject matter. Without prejudice to the express written terms of this Agreement, the Associate Photographer agrees that in entering into this Agreement it has not been induced by and is not relying on any statement or representation of GotYou (or its officers, employees or representatives), but without affecting any liability of GotYou for fraudulent misrepresentation. |
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The Associate Photographer may not assign, transfer, charge, declare a trust over this Agreement or any amounts payable under this Agreement, or any interest therein, without GotYou's prior written consent which may be withheld absolutely. |
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Nothing in this Agreement shall create a partnership between the Associate Photographer and GotYou. |
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Where a notice is specified under this Agreement, such notice shall be in writing, and shall be sent by hand, first class post, facsimile, or e-mail to the other party using its address or other contact details notified from time to time. The Associated Photographer must keep up to date its contact details. Notices shall be deemed to be received: if sent by hand, on delivery; if sent by post, on the second day from and including the day of posting; if sent by fax on completion of transmission; and if sent by e-mail, on receipt at the mail server of the intended recipient. |
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GotYou may unilaterally vary this Agreement and/or these Conditions in any respect, by notice to the Associate Photographer, or by a notice generally published on its Website. No variation will affect the rights of the Associate Photographer in relation to any Transactions concluded prior to the date of such notice. If the variation affects the GotYou Licence or Royalties payable with respect to any Supplied Pictures received prior to the date of such variation, then the Associate Photographer may by notice to GotYou given within 7 days of notice of such variation be entitled to reject such variation, in which event such variation shall have no effect in relation to such Supplied Photographs. |
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GotYou may on occasion, and at its sole and absolute discretion, allow the Associate Photographer extra time to perform this Agreement or GotYou may decide not to exercise or wait before exercising its rights. However if GotYou does so, it shall s | |
