SHOUT PICTURE LIBRARY TERMS AND CONDITIONS
By creating an account with Shout Picture Library you are agreeing to these terms and conditions, which constitute a legally binding and enforceable agreement between yourself and Shout Pictures.
In this Agreement the following definitions apply:
“Act” means the United Kingdom Copyright Designs and Patents Act 1988 (as amended);
“Author” means the author of the photographic image as defined in the Act;
“Agreement” means these terms and conditions, unconditionally and irrevocably accepted by you;
“Intellectual Property Rights” means all and any intellectual property rights, including, but not limited to, copyrights, moral rights, trade marks, designs, confidential information, know-how and trade names;
“NUJ” means the National Union of Journalists;
“Reproduction Fees” mean Shout’s fees for any Reproduction by yourself, of any Picture provided by Shout Pictures, which shall be subject always to NUJ minimum fees;
“Picture” means any image or other artistic work (as defined in the Act), whether high or low resolution, which may be displayed on the Site or otherwise made available by Shout Pictures;
“Reproduction” means any form of publication or copying of the whole or part of any Picture, altered or not, whether by printing, photography, slide projection (whether or not to an audience) xerography, artist’s reference, artist’s illustration, layout or presentation, electronic or mechanical reproduction or storage by any other means including, but not limited to, web site, Social Media and CD ROM publication;
“Shout” or “Shout Pictures” means John Callan, trading as Shout Picture s (firstname.lastname@example.org);
“Scraper Site” means any website which contains content copied from other websites;
“Social Media” means any social networking site, including but not limited to, Facebook, Twitter, Instagram, Pinterest, Tumblr, Google+, Reddit, Myspace, Storify, Flickr, WordPress; and
“Site” means http://shoutpictures.photoshelter.com/ and www.shoutpictures.com.
References to the masculine include the feminine, and vice versa. References to the singular include the plural, and vice versa;
The headings are contained for convenience only and do not form part of the interpretation of the terms and conditions.
2. APPLICATION OF THE TERMS
2.1.These terms and conditions constitute the contract between the Shout Pictures and yourself.
2.2.You are deemed to have accepted these terms and conditions by the creation of an online account through the website of Shout Pictures, or through any other medium that Shout Pictures facilitates, including email and paper registrations.
2.3.These terms and conditions prevail over any other terms and conditions, unless otherwise agreed in writing by Shout Pictures. This version supersedes all previous terms and conditions.
2.4.No variation of these terms and conditions shall be valid unless the details of such variation are agreed between Shout Pictures and yourself, and are set out in writing. Any variations or alternations must be approved in writing by Shout Pictures. Each provision within these terms and conditions is deemed to be individual of each other. In the event that a Judge with competent jurisdiction declares any of the terms and conditions within this agreement to be invalid, unlawful or unenforceable, such provision will be severed from the remaining terms and conditions. The remaining terms and conditions are still fully binding and legally enforceable.
2.5.These terms and conditions apply each time you access the site, from the first access and registration, until you have provided evidence that all pictures downloaded or reproduced by yourself, or on your authority, have been deleted, including copies taken for the purposes of storage.
2.6.Shout Pictures reserves the right to vary these terms and conditions, without prior notice. Shout Pictures do not accept any responsibility for loss or damage as a result of failure of notification of a variation.
2.7.In the event of any conflict or discrepancies between these terms and conditions and information contained elsewhere on the website or provided by Shout Pictures, these terms and conditions will prevail.
3.1.You are bound by these Terms and Conditions when you access the Site and until you have deleted all Pictures that you have downloaded or reproduced.
3.2.The provision of access to the Site is at Shout Picture’s sole discretion.
3.3.Except as stated herein the contents of the Site may not be copied reproduced distributed republished downloaded displayed posted or transmitted in any form or by any means without the prior permission of Shout Pictures.
3.4.The Site may contain technical inaccuracies or typographical mistakes. Shout Pictures does not accept any liability for any reliance on this information, Information may be changed or updated without notice. Any queries relating to the information including queries as to its accuracy should be addressed to John Callan at Shout Pictures.
3.5.The website is owned and operated by John Callan T/a Shout Pictures. All of the content contained within the sites, including but not limited to text, pictures, photographs and illustrations are owned by Shout Pictures.
3.6.All communication made in relation to these terms and conditions will be in writing to John Callan T/a Shout Pictures at [address].
4. . DATA PROTECTION
4.1.All information supplied by you will be kept secure and stored in accordance with the Data Protection Act 1998 by Shout Pictures.
4.2.Your details will not be passed on to third parties except:
4.2.1. Where it is believed that you have, or have attempted to, break the law in regards to clause 10 of these terms and conditions, ‘pictures of children’, details will be shared with the relevant authorities; and
4.2.2. Where you are perceived to have breached the intellectual property rights of Shout Pictures, details will be shared with a Solicitor of Shout Pictures choosing and any other party which is required for the protection of the intellectual property rights of Shout Pictures.
5. USE OF THE SITE
5.1.Access to the site, to view and download pictures, is password protected. You are responsible for keeping your own password(s) secure. There is no search fee for viewing the Site. Shout Pictures accepts no liability for any loss or damage incurred through miss-management of passwords.
5.2. Use of the site is personal to you, the individual or company named in the registration process, and may not be assigned to any third party. Pictures can not be assigned, transferred or provided on loan to any third party, save for the purpose of reproduction of a specific picture in accordance with these terms and conditions.
5.3.As the contracting party it is your responsibility to ensure that your employees, agents, contractors or any other third party who may from time to time have necessary access to any picture will not:
5.3.1. make or permit to be made a copy of any Picture or any part thereof or anything derived or downloaded from the Site; or
5.3.2. effect or attempt to effect any modification merger or change to any Picture including any alteration of the file information text embedded in any Picture.
5.4.Shout Pictures reserves the right to vet all applications. Shout Pictures has the right to, without explanation, refuse any request for a licence agreement in relation to the intended use of the photograph, or the nature of the individual/ organisation requesting the photograph. Shout Pictures will not withhold this permission unreasonably.
5.5.The work captured in the photographs of Shout Pictures is incredibly sensitive. All photographs contained on the site, or provided in any other manner by Shout Pictures must be used in a positive light. Any use of the photographs to convey negative connotations will result in a material breach of the contract.
5.6.Any photographs available on the site or otherwise provided by Shout Pictures can not be used on Social Media or similar sites.
5.7.Any photographs available on the site or otherwise provided by Shout Pictures can not be used on Pinterest.
5.8.Any photographs available on the site or otherwise provided by Shout Pictures can not be used on Scraper Sites.
5.9.Any photographs available on the site or otherwise provided by Shout Pictures can not be hot-linked.
5.10.All pictures are provided on a non-exclusive licence agreement, unless expressly stated otherwise in writing by Shout Pictures.
6. REPRODUCTION AND CHARGES
6.1.You may use any Picture for the purposes of its Reproduction subject to your payment of the Reproduction Fees and to your compliance with these Terms and Conditions.
6.2.Licences will be granted for a minimum of one year.
6.3.Shout Pictures is automatically notified of any pictures downloaded by you from the Site and will contact you on a monthly basis to confirm the details of any Reproduction of downloaded pictures.
6.4.Any pictures downloaded will be charged at the rate set out in the licence agreement. Reproduction Fees will also be charged in accordance with these Terms and Conditions. PDF web use requires approval at the time of the granting of the licence. PDF web use will not be available after the granting of the initial licence.
6.5.You will be invoiced on a monthly basis for download fees and any Reproduction Fees. Invoices will be issued in GBP (£) Sterling, and will be payable in this currency only. You will bear the costs of any international transfer fees or commission applied on any payment in this currency.
6.6.All invoices and other sums payable to Shout Pictures in accordance with these Terms and Conditions must be paid within 28 days of date of issue. Time for payment will be of the essence. Failing payment within 28 days, interest will be charged on the overdue amount at 8% above the bank base rate from time to time of Barclays Bank Plc (or such other bank as Shout Pictures may nominate from time to time) which interest shall accrue on a daily basis on the outstanding balance until payment in full has been received by Shout.
6.7.You will reimburse Shout Pictures for any costs, including legal costs, in association with the late repayment of debt.
6.8. Responsibility for ensuring that the Pictures are only used in accordance with these Terms and Conditions passes to you from the time they are downloaded by you. You are required to immediately inform Shout Pictures in writing of any known loss, misuse, or damage to any picture while in your possession or that of any third party authorised by you. Any Pictures which you have downloaded must be deleted from all files (whether belonging to you or third parties which you have authorised permitted hereunder these terms and conditions ) as soon as reproduction has occurred. It isyour responsible for ensuring that this is done.
6.9.Following any Reproduction by yourself or any other third party with your authority, you agree to notify Shout Pictures of its Reproduction as soon as possible thereafter and will provide the following information to Shout Pictures:
6.9.1. Where the picture is reproduced in a printed publication, you agree to supply two copies of the relevant page(s) containing any Reproduction to Shout Pictures, free of charge, within two weeks of publication;
6.9.2. Where the picture is reproduced online, you agree to supply screenshots and links showing the use of the picture, within two weeks of the initial publication; and
6.9.3. Where the picture is reproduced in any other medium, you agree to supply the evidence requested by Shout Pictures. Such requests will not be excessive or unnecessary.
6.10.Shout Pictures reserves the right at any time inspect any records, accounts and books relating to the Reproduction of any Pictures by you to ensure that the Pictures are being used only in accordance with these Terms and Conditions
7. INTELLECTUAL PROPERTY
7.1.The pictures are provided on a licence only agreement. No intellectual property rights, in any picture of part thereof will pass to you in any downloaded or reproduced photographs, at any time.
7.2.All elements of the sites including, but not limited to, pictures and text are protected by the intellectual property rights of Shout Pictures. Shout Pictures reserves the right to exercise these rights.
7.3.The Photographers and Authors of the photographs contained within the site or otherwise made available by Shout Pictures, have asserted their moral rights under sections 77 and 78 of the Act. It is your responsibility to check who the identity of the photographer and author, for each downloaded photograph. To do so right click and view the ‘properties’ where it will tell you the relevant details. Any reproduction of the Picture must carry with it the name of the author and photographer.
7.4.Any reproduction must contain a credit line. Unless otherwise notified the credit line is “www.shoutpictures.com”. Shout Pictures reserves the right to change this credit line at any time without notice. It is your responsibility to check that the correct credit line is used. Any omission of the credit line or the removal of meta data is considered to be a material breach of the terms and conditions. Furthermore should quantification of damages arise, breaches under this provision are considered to be flagrant breaches.
7.5.Shout Pictures reserve all intellectual property rights.
7.6.No part of this website or its contents may be copied or reproduced in any manner. Its content and all rights related shall remain the exclusive property of Shout Pictures, unless expressly agreed in writing by the approval of Shout Pictures.
7.7.A breach of any provision contained within this section (intellectual property) is deemed to be a material breach of the terms and conditions.
7.8.You will provide any information reasonably requested by Shout Pictures regarding anti-piracy measures.
8. EXPIRY/ TERMINATION
8.1.The licence agreement comes into force on the date that you downloaded the picture, and it remains in force until the expiry of the term stated within the licence agreement, unless Shout Pictures terminates the licence agreement.
8.2.Shout Pictures may terminate any licence agreement without prior indication in the following circumstances:
8.2.1. If you commit a material breach of these Terms and Conditions that is capable of remedy and you fail to remedy the breach within a reasonable time period;
8.2.2. If you commit a material breach of these Terms and Conditions which cannot be remedied;
8.2.3. If you repeatedly breach these Terms and Conditions;
8.2.4. If you become the subject of a bankruptcy order, become insolvent, make any arrangement or composition with or assignment for the benefit of your creditors, if you go into either voluntary (other than for reconstruction or amalgamation) or compulsory liquidation or if a receiver or administrator is appointed over your assets;
8.2.5. If you do or allow others to carry out any act or omission, which in Shout Pictures’s opinion may jeopardise any intellectual property in the Pictures of the Site; or
8.2.6. If you fail to pay any sums due to Shout Pictures under these Terms and Conditions.
8.3. Upon expiry or termination all sums owed to Shout Pictures becomes due and immediately payable.
8.4.Upon expiry or termination you must cease use of all licensed Pictures, deleting all copies, including any copies which have been taken for the purpose of storage.
8.5.If the contract is terminated by any other method than expiry of contract Shout Pictures will inform you in writing at its earliest convenience.
9. WARRANTIES AND LIABILITIES
9.1. Shout Pictures will take all reasonable care in the performance of these Terms and Conditions, however Shout Pictures shall not be liable for any loss or damage suffered by you or by any third party arising from use or reproduction of any Picture, its caption or any information contained within our sites.
9.2.No model or version releases exist in connection with any of the Pictures. You must satisfy yourself that all necessary rights, releases or consents which may be required for reproduction are obtained. Shout Pictures gives no warranty or undertaking that any such rights, releases or consents are or will be obtained whether in relation to the use of names, people, trade marks, registered or copyright designs or works of art depicted in any Picture. In the event that a Picture is used or a Reproduction is made by or for you then you shall fully indemnify Shout Pictures against any loss, damage, proceedings or costs, including but not limited to, legal fees and expenses where such rights, releases or consents have not been obtained.
9.3.You agree that you will not use any Picture or part thereof for any purpose which has not been approved by Shout Pictures, any unlawful purpose or to defame any person. In the event that you use any Picture in a way which contravenes these Terms and Conditions, in particular Clauses 5.5 and 10, you undertake to fully indemnify Shout Pictures from all third party claims arising as a result of such use.
9.4.You must not misuse our sites by knowingly or negligently introducing viruses or any other hazardous computer articles. You assume full responsibility for the protection of your computer system including computer hardware and software, stored data on your computer system and that of third parties who may access or be otherwise connected to your computer system.
9.5.It is your responsibility to ensure that programs or other data downloaded or otherwise received from the Site are free from viruses, worms, Trojan Horses or other items of a destructive nature, before passing them on to third parties as permitted hereunder.
9.6.You agree to indemnify Shout Pictures against all losses, expenses, costs or damage incurred by Shout Pictures as a result of any breach of clauses 9.4 and
9.7.Shout Pictures makes no representations as to the security or proprietary of any web site which may be accessed through the site. Any connected web sites accessed through the sites are independent. Shout Pictures does not exercise any control of the third party sites, Linking to third party websites is not an endorsement by Shout Pictures.
10. PICTURES OF CHILDREN
10.1. Pictures of children and any other vulnerable group must not be altered or used in any way which may suggest that they are taking part in sexual or pornographic activities. Shout Pictures will not condone such use of its photographs. Shout Picture reserves the right to commence legal proceedings against any person found to be using the photographs in such a manner and will have no hesitation in informing the relevant authorities.
10.2. Shout Pictures deems vulnerable groups to include, but not to consist solely of, children, those receiving medical treatment and those without capacity.
10.3. Shout Pictures would like to remind you of the overarching principle contained within this agreement that the Pictures may only be used in a positive manner (such manner ultimately being decided by Shout Pictures in its sole opinion).
11. GOVERNING LAW AND JURISDICTION.
11.1. It is agreed that for the purpose of jurisdiction the performance of this contract and the obligations arising hereunder have or shall take place in Scotland.
11.2. Any documents which require to be provided in accordance with these terms and conditions shall be provided in the English language. If the documents are provided in a second language, Shout Pictures reserves the right to obtain a translated copy to the cost of the yourself.
11.3. This contract is deemed to have been made in Scotland and the construction, validity, performance and enforcement of these terms and conditions or any matter arising therefrom shall (unless otherwise expressly agreed in writing by Shout Pictures) be governed in all respects by Scottish law.
11.4. If any dispute regarding these terms and conditions arise, Shout Pictures may (in its sole discretion) decide that any dispute or difference arising out of or in connection with these terms and conditions, including any question regarding its existence, validity or termination, shall be determined by the appointment of a single arbitrator to be agreed between the parties, or failing agreement within fourteen days after either party has given to the other a written request to concur in the appointment of an arbitrator, by an arbitrator to be appointed by the Scottish Arbitration Centre on the written application of either party. The seat of arbitration shall be Scotland. The language to be used in the arbitral proceedings shall be English.
11.5. Unless an alternate means of dispute resolution is otherwise expressly agreed in writing by Shout Pictures (for example under clause 11.4) the Scottish Courts shall have exclusive jurisdiction in respect of any dispute governing the use of the Site, any Image or artistic work exhibited on or made available through the Site or the performance of any contractual obligation.