This Stock Licensing Agreement (the “AGREEMENT”) is entered into effective upon images being sent by the artist/us/we/our (DRONE SCOTLAND LIMITED) to you (THE CLIENT) upon your request or upon the artist receiving payment from you for images owned by us. All references to the Client in this Agreement shall include Client’s parent companies, affiliates, and subsidiaries.
This Agreement applies to any image, video, graphics, digital assets, or digital images created or taken by the Artist and delivered to the Client (collectively known as “IMAGES”). This Agreement governs the relationship between the parties and in no communication or other exchange, shall modify the terms of this Agreement unless agreed to in writing.
All Images and rights relating to them, including copyright and ownership rights in the media in which the Images are stored, remain the sole and exclusive property of the Artist. This license provides the Client with the limited right to reproduce, publicly display, and distribute the Images only for the agreed upon terms as set forth in the Client Invoice. Images used for any purpose not directly related outside of those terms must be with the express permission of the Artist and may include the payment of additional fees, unless otherwise agreed to in writing. Images may contain copyright management information (CMI) at the discretion of the Artist in the form of either 1) a copyright notice © and/or 2) other copyright and ownership information embedded in the metadata or elsewhere unless otherwise agreed to by the Parties. Removing and/or altering such information is prohibited and constitutes a violation of the Copyright, Designs and Patents Act 1988 and the Client will be responsible to the Artist for any penalties and awards available under that Act.
The client is not permitted to sell, share, rent, distribute any of the images to any 3rd party without written consent by the Artist.
The parties agree that Artist is an independent contractor and that neither Artist nor Artist’s employees or contract personnel are, or shall be deemed to be, employees of Client. No agency, partnership, joint venture, or employee-employer relationship is intended or created by this Agreement. Neither party is authorised to act as agent or bind the other party except as expressly stated in this Agreement. Artist and the Images or any other deliverables prepared by Artist shall not be deemed a work for hire as defined under Copyright Law. All rights granted to Client are contractual in nature and are expressly defined by this Agreement.
The manner and method of creating any Image is solely at the discretion of the Artist and the Client has no right to control the Artist’s manner and method of performance under this Agreement. Unless otherwise agreed in writing, images will be provided on an ‘as is’ basis. Should the client wish to review the full resolution image prior to purchase, the client must request so in writing and agree to delete all copies of images within twenty-four (24) hours of their receipt. Failure to delete all copies, thereafter, will result in the artist invoicing the client in full for the images. The client will in turn ensure that full payment is made within seven (7) days.
‘As is’ refers to the images as represented on https://dronescotland.com. We have made every effort to ensure our images are of satisfactory quality and as described. Images are therefore sold with licence as displayed on our website and as agreed in the invoice.
Artist will deliver images in the format that the artist deems most appropriate including JPEG, DNG and MP4. It is the Client’s responsibility to verify that the Images are suitable for reproduction and that if the Images are not deemed suitable, to notify the Artist within . Artist’s sole obligation will be to replace the Images at a suitable resolution but in no event will the Artist be liable for poor reproduction quality, delays, or consequential damages. Unless otherwise specifically provided, Artist is not responsible for providing images in a format higher than 4K (prior to cropping) or in RAW format. Artist has no obligation to retain or archive any Images delivered to Client.
All fees and expenses payable under this agreement are required in advance of the delivery of the Images and payable irrespective of whether Client makes actual use of the Images. If full payment has not been received within all rights are revoked at Artist’s discretion. In the event rights are revoked, all images in the possession of Client will be removed from all forms of media and permanently destroyed within . Client shall provide Artist with written statement that all images have been removed and destroyed within ten (10) days.
The client has a fourteen (14) days, after purchase, to cancel the order and receive a full refund. Should the client download the images within 14 days of buying them, this will be accepted as giving your consent to waive the 14-day cooling-off period. If you don’t give your consent, the 14-day cooling-off period still applies, but you cannot download your digital content until this period has ended.
This Agreement does not create an exclusive relationship between the parties. Client is free to engage others to perform services of the same or similar nature to those provided by Artist, and Artist shall be entitled to offer and provide services to others, solicit other clients and otherwise advertise the services offered by Artist.
Client may not assign or transfer this agreement or any rights granted under it. No amendment or waiver of any terms is binding unless in writing and agreed by the parties. However, the invoice may reflect, and Client is bound by authorisations that could not be confirmed in writing because of insufficient time or other practical considerations.
Client will indemnify and defend Artist against all claims, liability, damages, costs, and expenses, including reasonable legal fees and expenses, arising out of the creation or any use of the Images or materials furnished by Client. It is the Client’s responsibility to obtain the necessary model or property releases are ensure they are full effect and in force.
This Agreement sets forth the entire understanding of the parties, and supersedes all prior agreements between the parties. This Agreement shall be governed, interpreted and enforced in accordance with the laws of Scotland. Any claim or litigation arising out of this Agreement or its performance may be commenced only in courts physically located in , and the parties hereby consent to the personal jurisdiction of such courts. In the event of any litigation arising out of or relating to this Agreement, the prevailing party shall be entitled to recover its legal fees incurred in the litigation. If parties are unable to resolve the dispute, either party may request mediation and/or binding arbitration in a forum mutually agreed to by the parties.
If one or more of the provisions in the Agreement is found invalid, illegal or unenforceable in any respect, the validity and enforceability of the remaining provisions shall not be affected. Any such provisions will be revised as required to make them enforceable.
No action of either party, other than in writing agreed to by the parties, may be construed to waive any provision of this Agreement and a single or partial exercise by either party of any such action will not preclude further exercise of other rights or remedies in this Agreement.
Produced on 12/9/18 ©Drone Scotland Limited 2018