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
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.
6.1 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
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
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.