TERMS & CONDITIONS
“Image(s)” is defined as, any/all visual representations, whether captured, delivered or stored in photographic, magnetic, optical, electronic or any other media. “User” shall mean the individual, legal entity or agent entering into these Site Terms (hereinafter “Agreement”) or any employee or contractor of such individual, legal entity or agent that is otherwise directly involved in the creative process including but not limited to, photo editors, photo researchers, photographers, art directors or designers. “Licensing Agreement” is a document provided by Carr Clifton that specifies the reproduction rights being granted, usage fees, agreed terms and conditions and User’s legal and practical responsibilities and obligations.
All Images and content on this site are rights-managed and copyright © Carr Clifton, all rights reserved. Images are for viewing purposes only. Any form of reproduction or usage, including but not limited to, publishing, copying, saving, downloading, archiving or distributing, for any purpose is strictly prohibited without a Licensing Agreement or Carr Clifton’s express written permission. By using this site User acknowledges acceptance of, and agrees to the terms set forth herein. This web site is solely owned by Carr Clifton and all elements are protected by copyright, trademark, trade dress and other United States and International laws relating to intellectual property.
User acknowledges and understands that this is a Legal Agreement between the User and Carr Clifton. Use of this site, or obtaining reproduction rights, on behalf of a company or User’s employer, User represents to the authority and right to bind the company/employer to this Agreement and/or Licensing Agreement. Carr Clifton reserves the right to alter, modify or update this Agreement at any time and User agrees to be bound by such modifications, alterations or updates.
All Images and rights related to them, including the copyright and ownership rights in the media in which the Images are stored, remain the sole and exclusive property of Carr Clifton. All rights are reserved by Carr Clifton and User must obtain a Licensing Agreement for any usage. Images may not be used in any way, except as specified on Carr Clifton’s Licensing Agreement indicating the specific reproduction rights agreed upon between User and Carr Clifton. No rights are transferred or granted to User unless and/or until Carr Clifton has received full payment for the specific reproduction rights. Unless otherwise specifically provided and stated in a Licensing Agreement, no digital usage of any kind is permitted or granted. Unless specifically or otherwise provided in a Licensing Agreement, no reprographic, reprint, republication or other secondary reproduction usages may be made, and reproduction rights are nonexclusive, one-time rights.
The following usages, including but not limited to, are strictly prohibited:
• Creation of any derivative usage of an Image unless granted on a Licensing Agreement.
• User may not make or permit any alterations, including but not limited to, additions, subtractions or adaptations in respect to the Images, alone or with any other material, including making digital scans unless specifically permitted in a Licensing Agreement or the express written permission from Carr Clifton. Cropping and alterations for contrast, brightness and color balance, consistent with reproduction needs is permitted.
• Use of an Image in a manner that is defamatory, libelous, fraudulent, pornographic or obscene, whether directly or in context or juxtaposition with specific subject matter.
• Use of an Image in any way that violates a depicted person’s right to privacy or publicity, or to infringe on any trade name, trademark or service mark.
• Archive, republish or transmit an Image on any database without Carr Clifton’s express written permission.
• Copy or publish any Image to a network or bulletin board, or otherwise distribute or allow any of the Images to be distributed to or used by anyone other than the authorized User, without prior written permission from Carr Clifton.
• Sublicense, re-license, rent, lease or transfer rights of any Image.
• Display an Image(s) in any digital format or for any digital use at a resolution greater than 72dpi, unless specifically stated in a Licensing Agreement.
Time is of the essence in the performance by User of its obligation for payment. Payment terms of the invoice is net thirty (30) days. Thereafter, a service charge of 1.5% per month, 18% per year, is applied on the balance until paid in full. Receipt of invoice and Licensing Agreement outlining fees and subsequent rights does not constitute copyright clearance nor permit use of or distribution of an Image. Reproduction rights are conveyed or granted only upon Carr Clifton’s receipt of payment in full for the amount invoiced. Claims for adjustment of terms must be made to Carr Clifton within ten (10) days of the receipt of the Invoice/Licensing Agreement.
RETENTION OF IMAGES:
Digital Files contain information imbedded in the metadata of the image file; removing and/or altering such information is strictly prohibited and constitutes violation of the Copyright Act. All metadata/information must be retained with the digital files. Unless the right to archive an Image is specifically granted in Carr Clifton’s Licensing Agreement, User agrees to delete or destroy all Images and copies of the Images, from computers, networks and media storage devices. All digital files created by or on behalf of User containing any Images shall be deleted or destroyed, within thirty (30) days after the later of: (1) the final licensed usage as provided in the Licensing Agreement, and/or (2) if not used, within thirty (30) days after date of delivery.
All published usages of Images will be accompanied by written credit and copyright notice as specified in the Licensing Agreement and/or as follows: © Carr Clifton. Any/all online usage requires a copyright notice with photo credit as a watermark on the image.
DISCLAIMERS & LIMITATION OF LIABILITY:
Unless otherwise specified in this Agreement, Carr Clifton may deliver, and User agrees to accept, Images encoded in an industry-standard data format. It is the User’s responsibility to ensure and verify that the digital data (including, but not limited to, color profile, captioning, etc) is suitable for reproduction and are the expected quality and color accuracy, and that all necessary steps are taken to ensure correct reproduction. If the data is not deemed suitable, Carr Clifton’s sole obligation will be to replace data, but in no event will Carr Clifton be liable for poor reproduction quality, delays or consequential damages. Unless otherwise specified, Carr Clifton has no obligation to retain or archive any of the Images after they have been delivered to the User.
Carr Clifton makes no representations or warranties, either express or implied, including but not limited to, any implied warranties of merchantability, fitness for any particular purpose, quality of image or compatibility with any computer hardware or other equipment, operating system or software program. Carr Clifton makes no representations or warranties that the use of this site will be uninterrupted or error free. The use of this site is at the User’s own risk.
Under no circumstances will Carr Clifton be liable for any direct, incidental, consequential, indirect or punitive damages as a result of the use of this site or from User’s access or use of the Images on this site. In any event, the limit of liability shall be the fee paid for the Image to Carr Clifton.
User will indemnify and defend Carr Clifton against all claims, liability, damages, costs and expenses, including reasonable attorney fees and expenses, arising out of the creation and/or use of any Images or arising out of use of or relating to any materials furnished by User.
PRIVACY: Any information you supply on this site will be utilized for the purpose of fulfilling payment and Image transactions and customer service. Your information will not be disclosed to others and will only be used for the purposes described above and for occasional promotions and updates from Carr Clifton Photography. If you do not wish to receive our promotional mailings, please contact us. By registering your name and email address on this site, or by setting up a customer login account, you declare that you are 18 years old, or older. You furthermore declare by registering that you understand and accept our Privacy policies for User’s using this site.
TRANSFER & ASSIGNMENT: User may not assign or transfer this Agreement or rights granted under and/or relating to it. This agreement binds User as well as their respective principals, employees, agents and affiliates, heirs, legal representatives, successors and assigns. User and its principals, employees, agents and affiliates are jointly and severally liable for the performance of all payments and other obligations hereunder. No amendment or waiver of any terms in binding unless set forth in writing and signed by both parties.
ENFORCEABILITY: If any provision in this Agreement is held unenforceable, that provision will be deleted and not affect the other provisions of this Agreement which will remain in full force and effect.
JURISDICTION: Any and all disputes, with the exception of copyright claims, arising out of, under or in connection with this agreement, including, without limitation the validity, interpretation, performance and breach thereof, shall be settled by arbitration in San Francisco, California, pursuant to the rules of the American Arbitration Association. Judgment upon the award rendered may be entered in the highest court of the forum, State or Federal, having jurisdiction. This agreement, its validity and effect, shall be interpreted under and governed by the laws of the State of California and User agrees that the arbitrators shall award all costs of arbitration, including reasonable legal fees to the prevailing party. If User of this site is an agent for or an employee of a non U.S. company but operates a place of business in the United States or its territories, said User expressly agrees that any dispute regarding this Agreement and site usage shall be adjudicated within the United Nations Convention on Contracts for the International Sale of Goods. Copyright claims shall be brought in the Federal Court having jurisdiction. User agrees to be Subject to the jurisdiction of the Federal Court of the Northern District of California. If Carr Clifton is caused to present claims or suit as a result of any breach of the terms contained herein, it shall be made whole for such reasonable legal fees or costs by User. This Agreement is not assignable or transferable on the part of the User. This Agreement contains all the terms and conditions between User and Carr Clifton pertaining to any/all usage of this site, including but not limited to, the Images and content, and any terms and conditions contrary to those provided herein must be agreed upon in writing by Carr Clifton.