Terms and Conditions
Relating to the Licensing of Your JPEG Image to Oyster Images Limited
We refer to the JPEG image that you have uploaded to Inkifi.com (JPEG).
By uploading your JPEG to inkifi.com you confirm that you agree to the terms and conditions set out below pursuant to which you agree to grant to us, Oyster Images Limited, (incorporated in the United Kingdom with company registration number 06603508 and registered address Unit 11, The Cobden Centre, Vere Street, Salford, Manchester, M50 2PQ) a licence to exploit certain rights in the JPEG.
We have agreed the following:
In consideration of payment to you of the Royalty defined below (Royalty) you hereby grant to us a non-exclusive licence to use the JPEG for the full period of copyright in it including all periods of renewal, extension and revival of the copyright and thereafter in perpetuity and all necessary consents including under the Copyright, Designs and Patents Act 1988 as amended from time to time or any enactment that replaces it to enable us to change, publish, distribute, exhibit, use and otherwise exploit the JPEG whether alone or incorporated in or in conjunction with other works worldwide (Territory) and in all media and/or physical reproduction whether now known or hereafter devised including without limitation via the internet (Licensed Rights).
The Royalty shall be the amount selected by you when uploading the JPEG to inkifi.com and we shall pay it electronically monthly in arrears to your PayPal account (the details of which were supplied by you when you opened your artist account with us). If you are represented by an agent and you opt to insert that agent's account details above, that agent's receipt of the Royalty shall be valid acceptance of it and binding on you. You agree that you shall be responsible for all fees or commissions due to such agent.
3.1 You hereby warrant and undertake that:
(a) You shall provide the JPEG to us in such dimensions and resolutions as we reasonable require from time to time;
(b) You are the sole owner of the Licensed Rights and you have full authority to enter into this letter agreement;
(c) The JPEG does not incorporate any material that infringes the copyright or any other rights of any third party, including any right of confidentiality or privacy, nor does it contain any obscene, blasphemous or defamatory matter, and its exploitation shall not place any person in contempt of court nor in breach of any provision of any statute;
(d) You are not aware, having made full and reasonable enquiry, of any claim by any third party that the JPEG or any pre-existing material incorporating the JPEG or included within the JPEG, or the exploitation of the JPEG by either of us, has infringed or will infringe any rights of any third party and you agree that you shall immediately inform us if you become aware of any such claim; and
(e) You have secured all third-party permissions and releases necessary to grant the Licensed Rights to us and have made or will make in a timely manner all payments due to any such third parties necessary to enable us to exercise the rights granted to us under this agreement. You hereby acknowledge that we shall not be liable for any such payments.
3.2 You hereby waive in favour of us and all our assignees and successors in title all moral rights in the JPEG to which you may be entitled under the Copyright, Designs and Patents Act 1988 as amended from time to time and under all similar legislation from time to time in force anywhere in the world to the extent necessary for us to exploit the Licensed Rights subject to the terms of this licence.
3.3 You hereby indemnify us and shall at all times keep us indemnified against all actions, proceeds, costs, claims and damages whatsoever incurred by or awarded against us and compensation agreed by us in consequence of any breach or non-performance by you of any of the warranties and undertakings in this agreement.
3.4 For the avoidance of doubt, we shall be permitted in our absolute, unfettered and sole discretion:
(a) To decline to display any JPEG on inkifi.com where we deem such JPEG to be unsuitable including where (without limitation) we consider the JPEG to be defamatory, obscene or unethical; and
(b) Remove any such JPEG from inkifi.com without notice to you.
We hereby agree that:
(a) We shall not to the best of our knowledge and belief exercise the Licensed Rights in any way that is, or renders the JPEG, obscene or defamatory; and
(b) We shall not without your prior written consent amend, adapt, use or position the JPEG so as to suggest that you or any of the persons appearing in the JPEG endorse any commercial product or service or any political party or belief or use tobacco or alcohol or drugs.
1.1 We shall accord you credit on any use or reproduction of the JPEG in the form "[Display name]", such credit to be placed as close as possible to the parameters of the JPEG.
1.2 Any inadvertent failure by us to accord such credit and any failure by any third party to accord such credit shall not constitute a breach of this agreement by us provided that we use our reasonable endeavours to remedy any such failure that you make us aware of, as soon as reasonably practicable and on a prospective basis only, provided that we are not required to recall any print or other material already ordered nor incur any legal costs or expenses.
We shall be entitled to assign or license all the rights granted to us under this agreement to any third party. You shall not be entitled to assign or sub-license your rights under this agreement.
This letter agreement and any dispute or claim arising out of it or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed exclusively in accordance with the laws of England and Wales. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this letter agreement or its subject matter or formation (including non-contractual disputes or claims).