Photo and Crochet - Photo Gallery

1. Definitions: In this license the following definitions apply:
1.1 Invoice: Is the computer-generated, download-able, printable invoice provided through this Site that may include names of the Licensor and Licensee, the purchased license, the licensed material and the corresponding price.
1.2 Licensed Material: Is any still image or video footage generated digitally, electronically or by any other means, including but not limited to original digital files or any reproduction thereof.
1.3 Licensee: Is the person or entity set forth in the applicable Invoice as the "licensee" and receiving the rights to the Licensed Material as specified hereunder.
1.4 Licensor: Is the person or entity set forth on the Invoice as the "licensor" and granting the rights to the Licensed Material as specified hereunder. For the avoidance of doubt, in no event shall Photo and Crochet be deemed for any purposes as the Licensor.
1.5 Reproduction and Reproduce: Is any form of duplication, copying or publication of any or all of the Licensed Material, via any medium and by whatever means, and/or the distortion or manipulation of the whole or any part of the Licensed Material and the creation of any derivative work from the Licensed Material.
1.6 Appropriate Credit: The Licensor's name or such credit information set forth in such Invoice must appear adjacent to the Licensed Material in the credit line accompanying the Licensed Material. If no statement is mad in th invoice, "Image by 'Licensor's Name'" is seen as appropriate credit.
2. Grant of Rights and Restrictions
2.1 Subject to the terms and conditions contained herein, the Licensor grants the Licensee a non-exclusive, non-assignable and non-sub licenseable, EDITORIAL right with the obligation to give appropriate credit to the Licensor to the Licensed Material identified in the Invoice, solely to the extend as explicitely stated in this Agreement. The right may be exercised by sub-contractors of the Licensee, provided that such sub-contractors agree to abide by the terms of this Agreement.
2.2 Use of the Licensed Material is strictly limited to be used in one project where the Licensed Material is not used as the sole or main object. The Licensed Material can be used in printed form in any journal or documentation even commercial as far as the it is not the sole or main subject of the publication and appropriate credit is given to the Licensor.
2.3 Pornographic, defamatory or otherwise unlawful use of the Licensed Material is strictly prohibited.
2.4 The Licensed Material shall not be incorporated into a logo, trademark or service mark.
2.5 Licensed Material shall not be used contrary to any restriction on use that is notified to the Licensee prior to or at the time the Licensed Material is delivered to the Licensee. Such restrictions may be included in the description provided with the licensed Material on the Site, in the invoice or in any other communication by the Licensor.
2.6 Upon reasonable notice, the LIcensor may inspect any records, accounts and books relating to the reproduction of any of the Licensed MAterial to ensure that the Licensed Material is being used in accordance with this Agreement.
3. Copyright: No ownership or copyright in any Licensed Material shall pass to the Licensee by the issuance of the license contained in this Agreement. Except as expressly stated in this Agreement, the Licensor grants the Licensee no other right or license, express or implied to the Licensed Material.
4. Releases: The Licensor will notify the Licensee if it has obtained a model release and/or a property release for the Licensed Material either in the release status information accompanying the Licensed Material on this site, in the invoice or by other means. If no such notification is given, the no such model or property release has been obtained.
Except where the Licensee is specifically notified, the Licensor grants no rights and makes no warranties with regard to the use of names, people, trademarks, trade dress, registered, unregistered or copyrighted designs or works of art or architecture depicted in any Licensed Material. Where Licensed Material is unreleased, the Licensee shall be solely responsible for determining whether a release is required in connection with any proposed use of such Licensed Material. The Licensee acknowledges that some jurisdictions provide legal protection against a person's image, likeness or property being used for commercial purposes without their consent. The Licensor makes no representations or warranties as to whether or not any additional fees or payments may be due to any model depicted in Licensed Material pursuant to the requirements of any applicable trade union and the Licensee shall be solely responsible for any such additional fees or payments to such trade union. Both parties further agree and acknowledge that neither the owners or administrators of the Site have made no representations or warranty whatsoever regarding the Licensed Material.
5. Warranty and Limitation of Liability
5.1 The Licensor warrants:
- a) It has all necessary rights and authority to enter into and perform this agreement.
- b) The Licensed Material was on upload virus-free and is in quality, size and resolution as shown on this site. No warranty is made for download interruptions and loss of quality due to digital transfer.
- c) It is been produced in good faith without knowingly or willingly violating any moral rights, trademark or other intellectual property right or violate any right of privacy or right of publicity.
5.2 The Licensor makes no other warranties, express or implied, regarding the Licensed Material including, without limitation any implied warranties of merchantability or fitness for a particular purpose. The Licensor shall not be liable to the Licensee or entity for any general, punitive, special, indirect, consequential or incidental damages, or lost profits or any other damages, costs or losses arising out of the Licensee's use of the Licensed Material or otherwise, even if the Licensor has been advised of the possibility of such damages, costs or losses. The Licensor's maximum liability arising out of or in connection with the Licensee's use of or inability to use the Licensed Material (whether in contract, tort or otherwise) shall be limited to the value paid by the Licensee for the Licensed MAterial.
5.3 The representations and warranties made by the Licensor in this Agreement apply only to the Licensed Material as described by the Licensor and downloaded from this site and will be invalid if the Licensed Material is used by the Licensee in any manner not specifically authorised in this Agreement or if the Licensee is otherwise in breach of this Agreement.
6. Indemnification
6.1 Provided the Licensed Material is only used in accordance with this Agreement and the Licensee is not otherwise in breach of this Agreement, it is agreed, that the Licensor's liability in terms of any claims or legal proceedings arising out of the use of the Licensed Material alleging that the Licensor is in breach of its warranties given in section 5 above shall be limited to two times the payed price for the License.
6.2 Where model and property releases for the Licensed Material have not been obtained by the Licensor or if the Licensee's use of the Licensed Material is not authorised by this Agreement, the Licensee shall defend, indemnify and hold the Licensor and its parent, subsidiaries and commonly owned or controlled affiliates and their respective officers, directors and employees harmles from all damages, liabilities and expenses (including reasonable attorneys' fees and costs), arising out of or connected with any actual or threatened lawsuit, claim or legal proceeding relating to the use of such Licensed MAterial by the Licensee, to the extend that such claim relates to the absence of a release or the Licensee's unauthorised use of the Licensed Material.
7. Notice and Defence The party seeking indemnification pursuant to section 6 shall promptly notify the other party of such a claim. At indemnifying party's option, the indemnifying party may assume the the handling, settlement or defence of any claim or litigation, in which event the indemnified party shall cooperate in the defence thereof. The indemnified party shall have the right to participate in such litigation, at it's expense, through counsel selected by the indemnified party. The indemnifying party will not be liable for legal fees and other costs incurred prior to the other party has given notice of the claim for which indemnity is sought.
8. Parties' Obligation. Upon notice from Licensor, or upon Licensee's knowledge that any Licensed Material is subject to a threatened or actual claim of infringement, violation of another right, or any other claim for which the Licensor may be liable herein, or if the Licensor withdraws any Licensed Material for any good reason, the Licensee will physically remove the Licensed Material from its premises, computer systems and storage (electronic or physical) and, if possible, cease any future use at its own expense. The Licensor shall provide the Licensee with comparable Licensed Material (which comparability will be determined by the Licensor in its reasonable commercial judgement) free of charge, but subject to the other terms and conditions of this Agreement.
9. Electronic Storage For all Licensed Material that the Licensee takes delivery of in electronic form, the Licensee must retain the copyright symbol, the name of the Licensor and the image number or other identification number associated with the Licensed Material as may be included as part of the electronic file. The Licensee may not make additional high-resolution copies of the Licensed Material and the Licensee will maintain a robust firewall to safeguard against unauthorised third-party access to the Licensed Material. Notwithstanding the foregoing, the Licensee may make one (1) high-resolution backup copy of the Licensed Material for security reasons only. Upon the expiration or earlier termination of this Agreement, the Licensee shall promptly delete the Licensed Material including any backup copy from its computer or other electronic storage system and shall ensure that its sub-contractor do likewise.
10. Condition of Licensed Material. The Licensed Material is as seen and described on the site. Specially some images taken under water with poor visibility and/or lighting conditions are uploaded more for demonstration and explanatory purposes and therefore might not meet criteria for reproduction. The Licensee should examine all Licensed Material for suitability and any defect before sending the Licensed Material for reproduction. Without prejudice to section 5.1(b) above, the Licensor shall not be liable for any loss or damage suffered by the Licensee or any third party, whether directly or indirectly, arising from any alleged or actual defect in any Licensed Material or its caption or in any way from its reproduction.
11. Miscellaneous Terms
11.1 Unauthorised Use Any use of the Licensed Material in a manner not expressly authorised by this Agreement or in breach of a term of this Agreement constitutes copyright infringement, entitling the Licensor to exercise all rights and remedies available to it under copyright laws around the world. The Licensee shall be responsible for any damages resulting from any such copyright infringement, including any claims by a third party.
11.2 Governing Law. This Agreement will be governed in all respects by the laws of Malta. Any disputes arising from this Agreement or its enforceability shall be settled by binding arbitration to be held in Malta.
11.3 Severability If one or more provisions in the Agreement is found to be invalid illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected. Such provisions shall be revised only to the extent necessary to make them enforceable.
11.4 Waiver No action of the Licensor, other than a express written waiver, may be construed as a waiver of any provision of this Agreement. A delay on the part of the Licensor in the exercise of its rights or remedies will not operate as a waiver of such rights or remedies, and a single or partial exercise by the Licensor of any such rights or remedies will not preclude other or further exercise of that right or remedy. A waiver of a right or remedy on any one occasion will not be construed as a bar to or waiver to those rights or remedies on any other occasion.
11.5 Entire Agreement. This Agreement, including the Invoice and description of the Licensed Material on this site contains all the terms of the license agreement and no terms or conditions may be added or deleted unless made in writing and signed by an authorised representative of both parties. In the event of any inconsistency between the terms contained herein and the terms contained in the invoice, any purchase order or other comunication sent by the Licensee, the terms of this Agreement shall govern.

1. Definitions: In this license the following definitions apply:
1.1 Invoice: Is the computer-generated, download-able, printable invoice provided through this Site that may include names of the Licensor and Licensee, the purchased license, the licensed material and the corresponding price.
1.2 Licensed Material: Is any still image or video footage generated digitally, electronically or by any other means, including but not limited to original digital files or any reproduction thereof.
1.3 Licensee: Is the person or entity set forth in the applicable Invoice as the "Licensee" and receiving the rights to the Licensed Material as specified hereunder.
1.4 Licensor: Is the person or entity set forth on the Invoice as the "licensor" and granting the rights to the Licensed Material as specified hereunder. For the avoidance of doubt, in no event shall Photo and Crochet be deemed for any purposes as the Licensor.
1.5 Reproduction and Reproduce: Is any form of duplication, copying or publication of any or all of the Licensed Material, via any medium and by whatever means, and/or the distortion or manipulation of the whole or any part of the Licensed Material and the creation of any derivative work from the Licensed Material.
1.6 Appropriate Credit: The Licensor's name or such credit information set forth in such Invoice must appear adjacent to the Licensed Material in the credit line accompanying the Licensed Material. If no statement is mad in th invoice, "Image by 'Licensor's Name'" is seen as appropriate credit.
2. Grant of Rights and Restrictions
2.1 Subject to the terms and conditions contained herein, the Licensor grants the Licensee a non-exclusive, non-assignable and non-sub licenseable, one time use EDITORIAL right to the Licensed Material identified in the Invoice, solely to the extend as explicitely stated in this Agreement. The right may be exercised by sub-contractors of the Licensee, provided that such sub-contractors agree to abide by the terms of this Agreement.
2.2 Use of the Licensed Material is strictly limited to be used in one project where the Licensed Material is not used as the sole or main object. The Licensed Material can be used in printed form in any journal or documentation even commercial as far as the it is not the sole or main subject of the publication.
2.3 Pornographic, defamatory or otherwise unlawful use of the Licensed Material is strictly prohibited.
2.4 The Licensed Material shall not be incorporated into a logo, trademark or service mark.
2.5 Licensed Material shall not be used contrary to any restriction on use that is notified to the Licensee prior to or at the time the Licensed Material is delivered to the Licensee. Such restrictions may be included in the description provided with the licensed Material on the Site, in the invoice or in any other communication by the Licensor.
2.6 Upon reasonable notice, the Licensor may inspect any records, accounts and books relating to the reproduction of any of the Licensed Material to ensure that the Licensed Material is being used in accordance with this Agreement.
3. Copyright: No ownership or copyright in any Licensed Material shall pass to the Licensee by the issuance of the license contained in this Agreement. Except as expressly stated in this Agreement, the Licensor grants the Licensee no other right or license, express or implied to the Licensed Material.
4. Releases: The Licensor will notify the Licensee if it has obtained a model release and/or a property release for the Licensed Material either in the release status information accompanying the Licensed Material on this site, in the invoice or by other means. If no such notification is given, the no such model or property release has been obtained.
Except where the Licensee is specifically notified, the Licensor grants no rights and makes no warranties with regard to the use of names, people, trademarks, trade dress, registered, unregistered or copyrighted designs or works of art or architecture depicted in any Licensed Material. Where Licensed Material is unreleased, the Licensee shall be solely responsible for determining whether a release is required in connection with any proposed use of such Licensed Material. The Licensee acknowledges that some jurisdictions provide legal protection against a person's image, likeness or property being used for commercial purposes without their consent. The Licensor makes no representations or warranties as to whether or not any additional fees or payments may be due to any model depicted in Licensed Material pursuant to the requirements of any applicable trade union and the Licensee shall be solely responsible for any such additional fees or payments to such trade union. Both parties further agree and acknowledge that neither the owners or administrators of the Site have made no representations or warranty whatsoever regarding the Licensed Material.
5. Warranty and Limitation of Liability
5.1 The Licensor warrants:
- a) It has all necessary rights and authority to enter into and perform this agreement.
- b) The Licensed Material was on upload virus-free and is in quality, size and resolution as shown on this site. No warranty is made for download interruptions and loss of quality due to digital transfer.
- c) It is been produced in good faith without knowingly or willingly violating any moral rights, trademark or other intellectual property right or violate any right of privacy or right of publicity.
5.2 The Licensor makes no other warranties, express or implied, regarding the Licensed Material including, without limitation any implied warranties of merchantability or fitness for a particular purpose. The Licensor shall not be liable to the Licensee or entity for any general, punitive, special, indirect, consequential or incidental damages, or lost profits or any other damages, costs or losses arising out of the Licensee's use of the Licensed Material or otherwise, even if the Licensor has been advised of the possibility of such damages, costs or losses. The Licensor's maximum liability arising out of or in connection with the Licensee's use of or inability to use the Licensed Material (whether in contract, tort or otherwise) shall be limited to the value paid by the Licensee for the Licensed MAterial.
5.3 The representations and warranties made by the Licensor in this Agreement apply only to the Licensed Material as described by the Licensor and downloaded from this site and will be invalid if the Licensed Material is used by the Licensee in any manner not specifically authorised in this Agreement or if the Licensee is otherwise in breach of this Agreement.
6. Indemnification
6.1 Provided the Licensed Material is only used in accordance with this Agreement and the Licensee is not otherwise in breach of this Agreement, it is agreed, that the Licensor's liability in terms of any claims or legal proceedings arising out of the use of the Licensed Material alleging that the Licensor is in breach of its warranties given in section 5 above shall be limited to two times the payed price for the License.
6.2 Where model and property releases for the Licensed Material have not been obtained by the Licensor or if the Licensee's use of the Licensed Material is not authorised by this Agreement, the Licensee shall defend, indemnify and hold the Licensor and its parent, subsidiaries and commonly owned or controlled affiliates and their respective officers, directors and employees harmles from all damages, liabilities and expenses (including reasonable attorneys' fees and costs), arising out of or connected with any actual or threatened lawsuit, claim or legal proceeding relating to the use of such Licensed MAterial by the Licensee, to the extend that such claim relates to the absence of a release or the Licensee's unauthorised use of the Licensed Material.
7. Notice and Defence The party seeking indemnification pursuant to section 6 shall promptly notify the other party of such a claim. At indemnifying party's option, the indemnifying party may assume the the handling, settlement or defence of any claim or litigation, in which event the indemnified party shall cooperate in the defence thereof. The indemnified party shall have the right to participate in such litigation, at it's expense, through counsel selected by the indemnified party. The indemnifying party will not be liable for legal fees and other costs incurred prior to the other party has given notice of the claim for which indemnity is sought.
8. Parties' Obligation. Upon notice from Licensor, or upon Licensee's knowledge that any Licensed Material is subject to a threatened or actual claim of infringement, violation of another right, or any other claim for which the Licensor may be liable herein, or if the Licensor withdraws any Licensed Material for any good reason, the Licensee will physically remove the Licensed Material from its premises, computer systems and storage (electronic or physical) and, if possible, cease any future use at its own expense. The Licensor shall provide the Licensee with comparable Licensed Material (which comparability will be determined by the Licensor in its reasonable commercial judgement) free of charge, but subject to the other terms and conditions of this Agreement.
9. Electronic Storage For all Licensed Material that the Licensee takes delivery of in electronic form, the Licensee must retain the copyright symbol, the name of the Licensor and the image number or other identification number associated with the Licensed Material as may be included as part of the electronic file. The Licensee may not make additional high-resolution copies of the Licensed Material and the Licensee will maintain a robust firewall to safeguard against unauthorised third-party access to the Licensed Material. Notwithstanding the foregoing, the Licensee may make one (1) high-resolution backup copy of the Licensed Material for security reasons only. Upon the expiration or earlier termination of this Agreement, the Licensee shall promptly delete the Licensed Material including any backup copy from its computer or other electronic storage system and shall ensure that its sub-contractor do likewise.
10. Condition of Licensed Material. The Licensed Material is as seen and described on the site. Specially some images taken under water with poor visibility and/or lighting conditions are uploaded more for demonstration and explanatory purposes and therefore might not meet criteria for reproduction. The Licensee should examine all Licensed Material for suitability and any defect before sending the Licensed Material for reproduction. Without prejudice to section 5.1(b) above, the Licensor shall not be liable for any loss or damage suffered by the Licensee or any third party, whether directly or indirectly, arising from any alleged or actual defect in any Licensed Material or its caption or in any way from its reproduction.
11. Miscellaneous Terms
11.1 Unauthorised Use Any use of the Licensed Material in a manner not expressly authorised by this Agreement or in breach of a term of this Agreement constitutes copyright infringement, entitling the Licensor to exercise all rights and remedies available to it under copyright laws around the world. The Licensee shall be responsible for any damages resulting from any such copyright infringement, including any claims by a third party.
11.2 Governing Law. This Agreement will be governed in all respects by the laws of Malta. Any disputes arising from this Agreement or its enforceability shall be settled by binding arbitration to be held in Malta.
11.3 Severability If one or more provisions in the Agreement is found to be invalid illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected. Such provisions shall be revised only to the extent necessary to make them enforceable.
11.4 Waiver No action of the Licensor, other than a express written waiver, may be construed as a waiver of any provision of this Agreement. A delay on the part of the Licensor in the exercise of its rights or remedies will not operate as a waiver of such rights or remedies, and a single or partial exercise by the Licensor of any such rights or remedies will not preclude other or further exercise of that right or remedy. A waiver of a right or remedy on any one occasion will not be construed as a bar to or waiver to those rights or remedies on any other occasion.
11.5 Entire Agreement. This Agreement, including the Invoice and description of the Licensed Material on this site contains all the terms of the license agreement and no terms or conditions may be added or deleted unless made in writing and signed by an authorised representative of both parties. In the event of any inconsistency between the terms contained herein and the terms contained in the invoice, any purchase order or other communication sent by the Licensee, the terms of this Agreement shall govern.

1. Definitions: In this license the following definitions apply:
1.1 Invoice: Is the computer-generated, download-able, printable invoice provided through this Site that may include names of the Licensor and Licensee, the purchased license, the licensed material and the corresponding price.
1.2 Licensed Material: Is any still image or video footage generated digitally, electronically or by any other means, including but not limited to original digital files or any reproduction thereof.
1.3 Licensee: Is the person or entity set forth in the applicable Invoice as the "licensee" and receiving the rights to the Licensed Material as specified hereunder.
1.4 Licensor: Is the person or entity set forth on the Invoice as the "licensor" and granting the rights to the Licensed Material as specified hereunder. For the avoidance of doubt, in no event shall Photo and Crochet be deemed for any purposes as the Licensor.
1.5 Reproduction and Reproduce: Is any form of duplication, copying or publication of any or all of the Licensed Material, via any medium and by whatever means, and/or the distortion or manipulation of the whole or any part of the Licensed Material and the creation of any derivative work from the Licensed Material.
1.6 Appropriate Credit: The Licensor's name or such credit information set forth in such Invoice must appear adjacent to the Licensed Material in the credit line accompanying the Licensed Material. If no statement is mad in th invoice, "Image by 'Licensor's Name'" is seen as appropriate credit.
2. Grant of Rights and Restrictions
2.1 Subject to the terms and conditions contained herein, the Licensor grants the Licensee a non-exclusive, non-assignable and non-sub licenseable, COMMERCIAL right to the Licensed Material identified in the Invoice, solely to the extend as explicitely stated in this Agreement. The right may be exercised by sub-contractors of the Licensee, provided that such sub-contractors agree to abide by the terms of this Agreement.
2.2 Use of the Licensed Material is strictly limited to be used in one project where the Licensed Material is not used as the sole or main object. The Licensed Material can be used as decor print on any kind of accessory (like mug, pillow, bag etc) as far as the it is not the sole or main subject. It is strictly prohibited to reproduce the Licensed Material as print, poster etc. where the Licensed Material is the sole subject.
2.3 Pornographic, defamatory or otherwise unlawful use of the Licensed Material is strictly prohibited.
2.4 The Licensed Material shall not be incorporated into a logo, trademark or service mark.
2.5 Licensed Material shall not be used contrary to any restriction on use that is notified to the Licensee prior to or at the time the Licensed Material is delivered to the Licensee. Such restrictions may be included in the description provided with the licensed Material on the Site, in the invoice or in any other communication by the Licensor.
2.6 Upon reasonable notice, the Licensor may inspect any records, accounts and books relating to the reproduction of any of the Licensed MAterial to ensure that the Licensed Material is being used in accordance with this Agreement.license-commercial
3. Copyright: No ownership or copyright in any Licensed Material shall pass to the Licensee by the issuance of the license contained in this Agreement. Except as expressly stated in this Agreement, the Licensor grants the Licensee no other right or license, express or implied to the Licensed Material.
4. Releases: The Licensor will notify the Licensee if it has obtained a model release and/or a property release for the Licensed Material either in the release status information accompanying the Licensed Material on this site, in the invoice or by other means. If no such notification is given, the no such model or property release has been obtained.
Except where the Licensee is specifically notified, the Licensor grants no rights and makes no warranties with regard to the use of names, people, trademarks, trade dress, registered, unregistered or copyrighted designs or works of art or architecture depicted in any Licensed Material. Where Licensed Material is unreleased, the Licensee shall be solely responsible for determining whether a release is required in connection with any proposed use of such Licensed Material. The Licensee acknowledges that some jurisdictions provide legal protection against a person's image, likeness or property being used for commercial purposes without their consent. The Licensor makes no representations or warranties as to whether or not any additional fees or payments may be due to any model depicted in Licensed Material pursuant to the requirements of any applicable trade union and the Licensee shall be solely responsible for any such additional fees or payments to such trade union. Both parties further agree and acknowledge that neither the owners or administrators of the Site have made no representations or warranty whatsoever regarding the Licensed Material.
5. Warranty and Limitation of Liability
5.1 The Licensor warrants:
- a) It has all necessary rights and authority to enter into and perform this agreement.
- b) The Licensed Material was on upload virus-free and is in quality, size and resolution as shown on this site. No warranty is made for download interruptions and loss of quality due to digital transfer.
- c) It is been produced in good faith without knowingly or willingly violating any moral rights, trademark or other intellectual property right or violate any right of privacy or right of publicity.
5.2 The Licensor makes no other warranties, express or implied, regarding the Licensed Material including, without limitation any implied warranties of merchantability or fitness for a particular purpose. The Licensor shall not be liable to the Licensee or entity for any general, punitive, special, indirect, consequential or incidental damages, or lost profits or any other damages, costs or losses arising out of the Licensee's use of the Licensed Material or otherwise, even if the Licensor has been advised of the possibility of such damages, costs or losses. The Licensor's maximum liability arising out of or in connection with the Licensee's use of or inability to use the Licensed Material (whether in contract, tort or otherwise) shall be limited to the value paid by the Licensee for the Licensed MAterial.
5.3 The representations and warranties made by the Licensor in this Agreement apply only to the Licensed Material as described by the Licensor and downloaded from this site and will be invalid if the Licensed Material is used by the Licensee in any manner not specifically authorised in this Agreement or if the Licensee is otherwise in breach of this Agreement.
6. Indemnification
6.1 Provided the Licensed Material is only used in accordance with this Agreement and the Licensee is not otherwise in breach of this Agreement, it is agreed, that the Licensor's liability in terms of any claims or legal proceedings arising out of the use of the Licensed Material alleging that the Licensor is in breach of its warranties given in section 5 above shall be limited to two times the payed price for the License.
6.2 Where model and property releases for the Licensed Material have not been obtained by the Licensor or if the Licensee's use of the Licensed Material is not authorised by this Agreement, the Licensee shall defend, indemnify and hold the Licensor and its parent, subsidiaries and commonly owned or controlled affiliates and their respective officers, directors and employees harmles from all damages, liabilities and expenses (including reasonable attorneys' fees and costs), arising out of or connected with any actual or threatened lawsuit, claim or legal proceeding relating to the use of such Licensed MAterial by the Licensee, to the extend that such claim relates to the absence of a release or the Licensee's unauthorised use of the Licensed Material.
7. Notice and Defence The party seeking indemnification pursuant to section 6 shall promptly notify the other party of such a claim. At indemnifying party's option, the indemnifying party may assume the the handling, settlement or defence of any claim or litigation, in which event the indemnified party shall cooperate in the defence thereof. The indemnified party shall have the right to participate in such litigation, at it's expense, through counsel selected by the indemnified party. The indemnifying party will not be liable for legal fees and other costs incurred prior to the other party has given notice of the claim for which indemnity is sought.
8. Parties' Obligation. Upon notice from Licensor, or upon Licensee's knowledge that any Licensed Material is subject to a threatened or actual claim of infringement, violation of another right, or any other claim for which the Licensor may be liable herein, or if the Licensor withdraws any Licensed Material for any good reason, the Licensee will physically remove the Licensed Material from its premises, computer systems and storage (electronic or physical) and, if possible, cease any future use at its own expense. The Licensor shall provide the Licensee with comparable Licensed Material (which comparability will be determined by the Licensor in its reasonable commercial judgement) free of charge, but subject to the other terms and conditions of this Agreement.
9. Electronic Storage For all Licensed Material that the Licensee takes delivery of in electronic form, the Licensee must retain the copyright symbol, the name of the Licensor and the image number or other identification number associated with the Licensed Material as may be included as part of the electronic file. The Licensee may not make additional high-resolution copies of the Licensed Material and the Licensee will maintain a robust firewall to safeguard against unauthorised third-party access to the Licensed Material. Notwithstanding the foregoing, the Licensee may make one (1) high-resolution backup copy of the Licensed Material for security reasons only. Upon the expiration or earlier termination of this Agreement, the Licensee shall promptly delete the Licensed Material including any backup copy from its computer or other electronic storage system and shall ensure that its sub-contractor do likewise.
10. Condition of Licensed Material. The Licensed Material is as seen and described on the site. Specially some images taken under water with poor visibility and/or lighting conditions are uploaded more for demonstration and explanatory purposes and therefore might not meet criteria for reproduction. The Licensee should examine all Licensed Material for suitability and any defect before sending the Licensed Material for reproduction. Without prejudice to section 5.1(b) above, the Licensor shall not be liable for any loss or damage suffered by the Licensee or any third party, whether directly or indirectly, arising from any alleged or actual defect in any Licensed Material or its caption or in any way from its reproduction.
11. Miscellaneous Terms
11.1 Unauthorised Use Any use of the Licensed Material in a manner not expressly authorised by this Agreement or in breach of a term of this Agreement constitutes copyright infringement, entitling the Licensor to exercise all rights and remedies available to it under copyright laws around the world. The Licensee shall be responsible for any damages resulting from any such copyright infringement, including any claims by a third party.
11.2 Governing Law. This Agreement will be governed in all respects by the laws of Malta. Any disputes arising from this Agreement or its enforceability shall be settled by binding arbitration to be held in Malta.
11.3 Severability If one or more provisions in the Agreement is found to be invalid illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected. Such provisions shall be revised only to the extent necessary to make them enforceable.
11.4 Waiver No action of the Licensor, other than a express written waiver, may be construed as a waiver of any provision of this Agreement. A delay on the part of the Licensor in the exercise of its rights or remedies will not operate as a waiver of such rights or remedies, and a single or partial exercise by the Licensor of any such rights or remedies will not preclude other or further exercise of that right or remedy. A waiver of a right or remedy on any one occasion will not be construed as a bar to or waiver to those rights or remedies on any other occasion.
11.5 Entire Agreement. This Agreement, including the Invoice and description of the Licensed Material on this site contains all the terms of the license agreement and no terms or conditions may be added or deleted unless made in writing and signed by an authorised representative of both parties. In the event of any inconsistency between the terms contained herein and the terms contained in the invoice, any purchase order or other comunication sent by the Licensee, the terms of this Agreement shall govern.

1. Definitions: In this license the following definitions apply:
1.1 Invoice: Is the computer-generated, download-able, printable invoice provided through this Site that may include names of the Licensor and Licensee, the purchased license, the licensed material and the corresponding price.
1.2 Licensed Material: Is any still image or video footage generated digitally, electronically or by any other means, including but not limited to original digital files or any reproduction thereof.
1.3 Licensee: Is the person or entity set forth in the applicable Invoice as the "licensee" and receiving the rights to the Licensed Material as specified hereunder.
1.4 Licensor: Is the person or entity set forth on the Invoice as the "licensor" and granting the rights to the Licensed Material as specified hereunder. For the avoidance of doubt, in no event shall Photo and Crochet be deemed for any purposes as the Licensor.
1.5 Reproduction and Reproduce: Is any form of duplication, copying or publication of any or all of the Licensed Material, via any medium and by whatever means, and/or the distortion or manipulation of the whole or any part of the Licensed Material and the creation of any derivative work from the Licensed Material.
1.6 Appropriate Credit: The Licensor's name or such credit information set forth in such Invoice must appear adjacent to the Licensed Material in the credit line accompanying the Licensed Material. If no statement is made in the invoice, "Image by 'Licensor's Name'" and a link to this site (http://photoandcrochet.com) is seen as appropriate credit.
2. Grant of Rights and Restrictions
2.1 Subject to the terms and conditions contained herein, the Licensor grants the Licensee a non-exclusive, non-assignable and non-sub licenseable, NON PROFIT right to the Licensed Material identified in the Invoice, solely to the extend as explicitely stated in this Agreement. The right may be exercised by sub-contractors of the Licensee, provided that such sub-contractors agree to abide by the terms of this Agreement.
2.2 Use of the Licensed Material is strictly limited to where no profit is made out of any use or reproduction. If the Licensed Material is part of any non-profit publication like in a monthly publication of a association or a club, appropriate credit has to be given to the Licensor.
You can even make prints where the Licensed Material is the main subject as long as they are not exhibited in public or for any commercial or other profitable reason as long as appropriate credit is given to the Licensor.
2.3 Pornographic, defamatory or otherwise unlawful use of the Licensed Material is strictly prohibited.
2.4 The Licensed Material shall not be incorporated into a logo, trademark or service mark.
2.5 Licensed Material shall not be used contrary to any restriction on use that is notified to the Licensee prior to or at the time the Licensed Material is delivered to the Licensee. Such restrictions may be included in the description provided with the licensed Material on this Site, in the invoice or in any other communication by the Licensor.
2.6 Upon reasonable notice, the Licensor may inspect any records, accounts and books relating to the reproduction of any of the Licensed MAterial to ensure that the Licensed Material is being used in accordance with this Agreement.
3. Copyright: No ownership or copyright in any Licensed Material shall pass to the Licensee by the issuance of the license contained in this Agreement. Except as expressly stated in this Agreement, the Licensor grants the Licensee no other right or license, express or implied to the Licensed Material.
4. Releases: The Licensor will notify the Licensee if it has obtained a model release and/or a property release for the Licensed Material either in the release status information accompanying the Licensed Material on this site, in the invoice or by other means. If no such notification is given, the no such model or property release has been obtained.
Except where the Licensee is specifically notified, the Licensor grants no rights and makes no warranties with regard to the use of names, people, trademarks, trade dress, registered, unregistered or copyrighted designs or works of art or architecture depicted in any Licensed Material. Where Licensed Material is unreleased, the Licensee shall be solely responsible for determining whether a release is required in connection with any proposed use of such Licensed Material. The Licensee acknowledges that some jurisdictions provide legal protection against a person's image, likeness or property being used for commercial purposes without their consent. The Licensor makes no representations or warranties as to whether or not any additional fees or payments may be due to any model depicted in Licensed Material pursuant to the requirements of any applicable trade union and the Licensee shall be solely responsible for any such additional fees or payments to such trade union. Both parties further agree and acknowledge that neither the owners or administrators of the Site have made no representations or warranty whatsoever regarding the Licensed Material.
5. Warranty and Limitation of Liability
5.1 The Licensor warrants:
- a) It has all necessary rights and authority to enter into and perform this agreement.
- b) The Licensed Material was on upload virus-free and is in quality, size and resolution as shown on this site. No warranty is made for download interruptions and loss of quality due to digital transfer.
- c) It is been produced in good faith without knowingly or willingly violating any moral rights, trademark or other intellectual property right or violate any right of privacy or right of publicity.
5.2 The Licensor makes no other warranties, express or implied, regarding the Licensed Material including, without limitation any implied warranties of merchantability or fitness for a particular purpose. The Licensor shall not be liable to the Licensee or entity for any general, punitive, special, indirect, consequential or incidental damages, or lost profits or any other damages, costs or losses arising out of the Licensee's use of the Licensed Material or otherwise, even if the Licensor has been advised of the possibility of such damages, costs or losses. The Licensor's maximum liability arising out of or in connection with the Licensee's use of or inability to use the Licensed Material (whether in contract, tort or otherwise) shall be limited to the value paid by the Licensee for the Licensed Material.
5.3 The representations and warranties made by the Licensor in this Agreement apply only to the Licensed Material as described by the Licensor and is been downloaded from this site and will be invalid if the Licensed Material is used by the Licensee in any manner not specifically authorised in this Agreement or if the Licensee is otherwise in breach of this Agreement.
6. Indemnification
6.1 Provided the Licensed Material is only used in accordance with this Agreement and the Licensee is not otherwise in breach of this Agreement, it is agreed, that the Licensor's liability in terms of any claims or legal proceedings arising out of the use of the Licensed Material alleging that the Licensor is in breach of its warranties given in section 5 above shall be limited to two times the payed price for the License.
6.2 Where model and property releases for the Licensed Material have not been obtained by the Licensor or if the Licensee's use of the Licensed Material is not authorised by this Agreement, the Licensee shall defend, indemnify and hold the Licensor and its parent, subsidiaries and commonly owned or controlled affiliates and their respective officers, directors and employees harmless from all damages, liabilities and expenses (including reasonable attorneys' fees and costs), arising out of or connected with any actual or threatened lawsuit, claim or legal proceeding relating to the use of such Licensed MAterial by the Licensee, to the extend that such claim relates to the absence of a release or the Licensee's unauthorised use of the Licensed Material.
7. Notice and Defence The party seeking indemnification pursuant to section 6 shall promptly notify the other party of such a claim. At indemnifying party's option, the indemnifying party may assume the the handling, settlement or defence of any claim or litigation, in which event the indemnified party shall cooperate in the defence thereof. The indemnified party shall have the right to participate in such litigation, at it's expense, through counsel selected by the indemnified party. The indemnifying party will not be liable for legal fees and other costs incurred prior to the other party has given notice of the claim for which indemnity is sought.
8. Parties Obligation. Upon notice from Licensor, or upon Licensee's knowledge that any Licensed Material is subject to a threatened or actual claim of infringement, violation of another right, or any other claim for which the Licensor may be liable herein, or if the Licensor withdraws any Licensed Material for any good reason, the Licensee will physically remove the Licensed Material from its premises, computer systems and storage (electronic or physical) and, if possible, cease any future use at its own expense. The Licensor shall provide the Licensee with comparable Licensed Material (which comparability will be determined by the Licensor in its reasonable commercial judgement) free of charge, but subject to the other terms and conditions of this Agreement.
9. Electronic Storage For all Licensed Material that the Licensee takes delivery of in electronic form, the Licensee must retain the copyright symbol, the name of the Licensor and the image number or other identification number associated with the Licensed Material as may be included as part of the electronic file. The Licensee may not make additional high-resolution copies of the Licensed Material and the Licensee will maintain a robust firewall to safeguard against unauthorised third-party access to the Licensed Material. Notwithstanding the foregoing, the Licensee may make one (1) high-resolution backup copy of the Licensed Material for security reasons only. Upon the expiration or earlier termination of this Agreement, the Licensee shall promptly delete the Licensed Material including any backup copy from its computer or other electronic storage system and shall ensure that its sub-contractor do likewise.
10. Condition of Licensed Material. The Licensed Material is as seen and described on the site. Specially some images taken under water with poor visibility and/or lighting conditions are uploaded more for demonstration and explanatory purposes and therefore might not meet criteria for reproduction. The Licensee should examine all Licensed Material for suitability and any defect before sending the Licensed Material for reproduction. Without prejudice to section 5.1(b) above, the Licensor shall not be liable for any loss or damage suffered by the Licensee or any third party, whether directly or indirectly, arising from any alleged or actual defect in any Licensed Material or its caption or in any way from its reproduction.
11. Miscellaneous Terms
11.1 Unauthorised Use Any use of the Licensed Material in a manner not expressly authorised by this Agreement or in breach of a term of this Agreement constitutes copyright infringement, entitling the Licensor to exercise all rights and remedies available to it under copyright laws around the world. The Licensee shall be responsible for any damages resulting from any such copyright infringement, including any claims by a third party.
11.2 Governing Law. This Agreement will be governed in all respects by the laws of Malta. Any disputes arising from this Agreement or its enforceability shall be settled by binding arbitration to be held in Malta.
11.3 Severability If one or more provisions in the Agreement is found to be invalid illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected. Such provisions shall be revised only to the extent necessary to make them enforceable.
11.4 Waiver No action of the Licensor, other than a express written waiver, may be construed as a waiver of any provision of this Agreement. A delay on the part of the Licensor in the exercise of its rights or remedies will not operate as a waiver of such rights or remedies, and a single or partial exercise by the Licensor of any such rights or remedies will not preclude other or further exercise of that right or remedy. A waiver of a right or remedy on any one occasion will not be construed as a bar to or waiver to those rights or remedies on any other occasion.
11.5 Entire Agreement. This Agreement, including the Invoice and description of the Licensed Material on this site contains all the terms of the license agreement and no terms or conditions may be added or deleted unless made in writing and signed by an authorised representative of both parties. In the event of any inconsistency between the terms contained herein and the terms contained in the invoice, any purchase order or other comunication sent by the Licensee, the terms of this Agreement shall govern.

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