Uniphoto Press International - TERMS AND CONDITIONS FOR THE SUBMISSION AND REPRODUCTION OF PHOTOGRAPHS
PLEASE READ THE AGREEMENT CAREFULLY. THE FOLLOWING TERMS AND CONDITIONS, THE CONTENT-SPECIFIC INVOICE (“INVOICE”) AND THE CONTENTSPECIFIC ONLINE PAGE(S) LOCATED AT www.uniphoto.co.jp (“SPECIFIC CONTENT WEB PAGE”) APPLICABLE TO THE LICENSED CONTENT (IF CONSTITUTE A BINDING AGREEEMENT (“AGREEMENT”) BETWEEN THE CLIENT AND THE Uniphoto Press International (ʻSUPPLIERʼ). BY OBTAINING, USING OR PAYING FOR ANY CONTENT FROM THE SUPPLIER, THE CLIENT AGREES TO BE BOUND BY AND COMPLY WITH ALL OF THE TERMS OF THIS AGREEMENT. IF THE CLIENT DOES NOT AGREE WITH ANY OF THE APPLICABLE TERMS, DO NOT OBTAIN OR USE ANY CONTENT FROM THE SUPPLIER.

The Client shall be deemed to have accepted the Supplierʼs Terms and Conditions. Any Reproduction by the Client of the Photographs shall in any event be deemed to be acceptance of these Terms and Conditions. Any Client who has previously dealt with the Supplier on these Terms and Conditions will be deemed to have accepted them by virtue of the Clientʼs request referred to above.
Definitions
For the purpose of these terms and conditions (a) PHOTOGRAPH means Transparencies, any digital format images, negatives, prints, footage or other representations of a Painting, or any other item which may be offered for the purposes of Reproduction, (b) PAINTING shall mean any work of art depicted in any Photograph; and (c) REPRODUCTION includes any form of publication or copying of the whole or part of any Painting whether altered or not, and derived from any Photograph whether by printing, photography, slide projection (whether or not to
an audience), xerography, artistʼs reference, artistʼs illustration, layout or presentation, electronic or mechanical reproduction or storage by any other means. (d) SUPPLIER shall mean Uniphoto Press International CLIENT shall mean the company in receipt of this consignment.
Parties
This Agreement is binding between the Supplier and The Client (ʻthe Clientʼ). Where the individual listed as the registrant of the Supplier account through which this Agreement and the license(s) granted hereunder are entered into (“Registrant”)
is entering into this Agreement and the licenses granted hereunder for the benefit of, and/or as an agent on behalf of, Registrantʼs employer (“Employer”) and/ or a third party (“Principal”), then “The Client” means such Employer and/or Principal. If Registrant is entering into this Agreement and the licenses are granted hereunder for the benefit of, and/or as an agent on behalf of Employer and/or Principal, then Registrant (a) represents and warrants that such Principal and/or Employer has authorized Registrant to enter into this Agreement, that the license granted hereunder is on the Principalʼs and/or Employerʼs behalf, that such Principal and/or Employer has agreed to be bound hereby and that Registrant has actual and express authority to act on behalf of and bind such Principal and/or Employer to the terms of this Agreement; (b) the Content and End Use is solely for the benefit for the Employer, or Principal, and that Registrant will not use the Content or End Use for the benefit of any other person or entity without entering into a separate license with the Supplier, and (c) Registrant will comply with all the terms hereof and shall be jointly and severally liable for any breach of the terms of this Agreement by Principal and/or Employer. If Registrant requests any Supplierʼs employee or contractor to facilitate Registrant entering into any license hereunder on behalf of Registrant and through use of Registrantʼs account, Registrant agrees to be bound by this Agreement.
Ownership and Intellectual Property
The Supplier and its Content sources retain all right, title, and interest in and to all of the copyrights, database rights, patent rights, trademarks, trade secrets, and all other propriety right in the Content. No rights in any Content are granted except the limited licenses specified in this Agreement. Any right, title or interest arising in any compilation or derivative work created using any Content shall not entitle the Client to use any Content except as permitted hereunder. The Client does not acquire any copyright ownership or equivalent rights in or to any Content or any other property of the Supplier or its Content sources as a result of any license the Supplier grants to the Client. The Client hereby allows the Supplier to use without charge the Clientʼs End of Use in displays and presentations for the Supplierʼs marketing purposes, solely to demonstrate how the Client has used the Content
License Grant
Complimentary copies/voucher copies:
The Client must provide a minimum of 2 complimentary copies of the publication in which the Reproduction appears free of charge and without reminder. Further copies may be supplied at an agreed fee. Credit: The Client shall ensure the credit to the Supplier is given in relation to every picture used. The credit shall be clearly visible near the reproduction or cited on the appropriate credits section.
Comps:
Subject to the Terms and Conditions of this Agreement (including any applicable Invoices and Specific Content Web pages) grants the Client the right to use Comps solely for internal evaluation to determine whether the Client intends to obtain a non-Comp license for the Content. The Client may not use Comps in any manner except for internal evaluation of this applicable Content to determine whether the Client wishes to apply for a license. Unless otherwise stated in the applicable invoice, the Term of the Comps license is sixty (60) days from the date of the download or
receipt. The Client may not copy, distribute, publish, display or otherwise use in any way the Comps after the Term without obtaining an appropriate license for that Content. If the Client does not obtain such a license, upon expiration of the Term, the Client must destroy all copies of the Comps Content.
Destruction of content:
The Client agrees to destroy or return all Photographs loaned in digital format and any pre-press or pre-production copies of the Photographs within 60 days of the date of receipt of the Photographs. The Client acknowledges that such reproduction-quality digital images are the valuable property of the Supplier and are protected by copyright. The Client also agrees not to remove any watermarks or copyright notices or similar notices or protections in connection with the Photographs nor to circumvent any copy protection or similar technologies used by the Supplier.
Who May Use the Content:
The licenses granted under section Ownership and Intellectual Property are limited and are non-transferable and non-sub licensable, unless otherwise specified on the applicable Invoice. Only the Client may use the Content and the End Use must be solely for the Clientʼs own use. The Clientʼs employees and contractors (if any) may use the Content as necessary to create the End Use as provided herein, provided that each such employee or contractor has agreed to comply with the terms hereof, and further provided that the Client remains jointly and severally liable for any breach of the terms of this Agreement by such employee(s) and/or contractor(s). Except as may otherwise be specifically stated herein and except insofar as it has been incorporated by the Client into the permitted End Use, The Client may not sell, rent, loan, give, sublicense or otherwise transfer to anyone the Content or any right to reproduce the Content.
Responsibility for checking the content:
the Client acknowledges that Prior to any consent for Reproduction of the Photographs being granted by the Supplier, the Client: (a) has been afforded a reasonable opportunity to inspect the Photographs or to have them inspected by experts; (b) has in fact inspected the Photographs or had them inspected; (c) has satisfied itself by such inspection as to the nature and quality of the Photographs as to their fitness for their intended purpose; and (d) has not in any way relied upon
the judgement of the Supplier as to suitability and fitness of the Photographs for their intended purposes and uses. Futhermore the Client acknowledges that any Content may become unavailable for the requested use at any time prior to the issue of an Invoice.
Alterations to Content:
Special ethical considerations apply to art Content. When using such Content, the Client is solely responsible for, and shall indemnify the Supplier against any claims related to or arising from any modifications to or alterations of the Content (except for standard colour correction or minor cropping for space limitations) or to the caption information. Notwithstanding the preceding sentence, under no circumstances may the Client alter or modify in any way (except for standard colour correction or minor cropping for space limitations) any Content document found at http://www.uniphotopress.com and its subsidiary websites at the time the applicable license is granted without the prior written consent of the Supplier. Inappropriate or pejorative use of the content, particularly in respect to personalities is forbidden.
Written consent:
The Reproduction of the Photographs is strictly forbidden without the specific written consent of the Supplier and subject always to paragraph Cancellation and Termination. In particular but without limitation electronic use, storage,
communication to the public or transmission of Photographs is forbidden without the express, written permission of the Supplier and is subject to an additional contract. It is the responsibility of the Client to inform the Supplier when and how a picture is to be used, including any self billing clients prior to reproduction.
Low resolution images for selection:
Low Resolution images are for reference only and must not be used for any kind of reproduction. To reproduce any images for reproduction you must use the licensing process and inform your library contact so that reproduction permission can be cleared with museums.
Releases and Clearances:
The Supplier does not make or give either expressly or impliedly any warranties that any rights to Reproduce the Art depicted in the Photographs have been granted nor does it purport to grant the same nor does it warrant that no third parties own rights in the Paintings therein depicted. The copyright holder concerned must be approached and their permission must be sought by the Client. In addition, the Supplier makes no claim or warranty with regard to the use by the Client of names, people or trademarks depicted in any Photograph including model release unless specifically stated, nor does the Supplier purport to grant such rights. Again the relevant rights holder must be approached and their permission must be sought by the Client. It is also entirely the responsibility of the Client that it should not use or reproduce the Photographs in any way as may result in any breach or infringement of the moral rights of any artist or their successor, nor any personality rights. In the event that any Photograph is used by or with the authority of the Client, then the Client shall indemnify the Supplier against any loss, damage, proceedings or costs arising where such rights, releases or consents have not been obtained or where any Photograph is used in a manner which infringes the rights of a third party. Please note that a few governments assert so-called ʻMuseum Rightsʼ over the
reproduction of works of art in the ownership of their state institutions. Further Permissions may need to be sought through the relevant authority.
Unauthorized Uses:
Without limitation, Content may not be used as a trademark, or for any pornographic use, uses relating to tobacco or alcohol without express permission, unlawful purpose or use, or to defame any person, or to violate any personʼs rights of privacy, publicity or moral rights, or to infringe upon any copyright trade name or trademark of any person or entity. The Client does not acquire, and shall not claim, any rights (trademark, copyright or otherwise) in the Content itself apart from the End Use. Unauthorized use of Content constitutes infringement of copyright and other applicable rights and shall entitle the Supplier to exercise all rights and remedies under applicable copyright and other laws, including monetary damages against all users and beneficiaries of the use of such Content. As compensation for the Supplierʼs costs in taking action against the Client in respect of any unauthorized use, the Supplier in its sole discretion reserves the right to bill the Client (and the Client hereby agrees to pay) ten (10) times the license fee for any unauthorized use, in addition to any other fees, damages and penalties the Supplier may be entitled to under this Agreement and applicable law.
Website: The Client is forbidden to pass on to any third party, website password details provided by the Supplier. The Client is liable for any misuse of their password.
Payment/Reporting
Permission to Reproduce is conditional and contingent upon payment of the fee. The License shall not commence until payment has been made by the Client. The License granted is conditional upon full compliance of the Terms and Conditions including payment of fees. Any use outside the scope of these terms will be an infringement of copyright and other rights and the Client shall be liable to the Supplier for all damages, costs or expenses incurred by the Supplier in respect
thereof. The Client is required to pay the Supplier for all the Content that the Client obtains under the terms of this Agreement, regardless of whether the Client uses the Content (except as may be provided in Section 14 below entitled “Cancellation/Termination”). This may, as set forth in the applicable Invoice, include an obligation to submit accounting or other records verifying the Clientʼs use of the Content. Payment is due within thirty (30) days of the date the applicable Invoice is issued, or the date specified in the Invoice, whichever comes first. A further late payment charge of 2% per month may be added to any unpaid balance after thirty (30) days. All sums payable under these Terms and Conditions are payable in full without any deduction whether by way of set-off or counterclaim otherwise.
Taxes
All fees payable under these Terms and Conditions are exclusive of VAT or sales tax where appropriate, which is made payable by the Client at the standard rate applicable at the time. The Client is also responsible for the payment of all sales and use taxes when applicable and the Supplier shall be entitled to charge these to the Client in addition to payment for the Content.
Cancellation & Termination
If the Client cancels rights granted in the Invoice, the Client will be charged a cancellation fee equal to fifty percent (50%) of the amount of the Invoice will be charged. For any cancellations, The Client must pay any and all service charges, production fees, processing and handling fees and shipping fees. All licenses applicable to the cancellation shall immediately terminate upon cancellation. All cancellations are final.
Confidentiality
During this Agreement, the Supplier may provide the Client with certain pricing,
technical, marketing and other confidential information. The Client acknowledges that such confidential information encompasses valuable trade secrets and is proprietary to the Supplier. The Client agrees that the Client will maintain the confidentiality of any “confidential information” that the Supplier may provide to the Client, and the Client shall not use or disclose the same without the prior written consent of the Supplier. “Confidential information” includes any information that is either designated as confidential by the Supplier or that, under the circumstances surrounding the disclosure, ought in good faith to be treated as confidential by the Client.
Partnership disclaimer
Nothing in these Terms and Conditions constitutes a partnership, agency relationship or joint venture between the parties. Neither Party shall act or describe itself as the agent of the other, nor shall it make or represent that it has authority to make any commitments on the otherʼs behalf.
Governing Law and Jurisdiction
These Terms and Conditions shall be governed by the laws of Japan & jurisdiction of Japanese courts or the Jurisdiction of the relevant Supplierʼs office. This Agreement and any listed restrictions constitute the entire agreement between the parties with respect to the subject matter hereof and merge all prior and contemporaneous communications. This Agreement shall not be modified except by a written agreement signed by a duly authorized representative of the Supplier, provided that no purchases or order of similar documents issued by the Client shall modify this Agreement even if signed by the Supplier. If the Supplierʼs performance of any of its obligations hereunder is delayed by labor dispute, war, government action, acts of terrorism, flood, fire, explosion, other act of nature, the public enemy, or any other matter not within the Supplierʼs reasonable control, then the date for performance shall be extended by the time of such delay. If any provision of this
Agreement is found invalid or unenforceable, the remainder of this Agreement shall remain valid and enforceable according to its terms. Accordingly, the parties agree that if any provisions are deemed not enforceable, they shall be deemed modified to the extent necessary to make them enforceable and in such manner as comes closest to the intentions of the parties to this Agreement as is possible. This Agreement will inure to the benefit of and be binding upon the parties, their successors and assigns, except that the Client may not assign or transfer this Agreement without the Supplierʼs prior written consent. No term of this Agreement is intended to confer a benefit on, or to be enforceable by, any person who is not a party to this Agreement.