TERMS AND CONDITIONS

TERMS AND CONDITIONS OF USE:

SAXON HOLT PHOTOGRAPHY WEB SITE


NOTICE TO USER:

THIS IS A LEGAL AGREEMENT BETWEEN YOU AND SAXON HOLT PHOTOGRAPHY.

 

OWNERSHIP OF THIS WEBSITE:

This web site is owned and operated by SAXON HOLT PHOTOGRAPHY. All elements of the site, including the content and the general design are protected by copyright, trademark, trade dress and other Unites States and international laws relating to intellectual property.

 

PERMITTED USAGE:

Comp Use: SAXON HOLT PHOTOGRAPHY grants you a personal, nontransferable, nonexclusive right to copy the Images you have selected onto your computer hard drive and to use the image(s) and any derivative works or copies (collectively, the "Image(s)") on one computer and with one user at a time only in the United States. The Images may only be copied, modified and incorporated in materials for sample use including comprehensive layouts (“comp use”). The Images may not be used in any final materials distributed internally or to the public. All other rights are reserved to SAXON HOLT PHOTOGRAPHY. You must contact SAXON HOLT PHOTOGRAPHY to obtain a license for additional use.

 

Other than the above Comp Use, Images may not be used in any way, until an invoice indicating User's right to use same is paid in full. Unless otherwise agreed, use of any Image is granted in the United States only and is limited to one year from date of invoice.

Additional Use Subject to Establishment of an Approved Download Account: SAXON HOLT PHOTOGRAPHY grants you the non-exclusive right to use the Images according to the rights selected and indicated on the menu of the SAXON HOLT PHOTOGRAPHY on-line licensing process.

 

RESTRICTIONS AS TO USE
The following uses are prohibited:

Use of the Image beyond the terms of the limited license agreement without first obtaining an additional license, including any electronic reproduction or promotional rights.

 

Create any derivative use of an Image unless indicated on the invoice.

 

Use of the Image in a manner that is defamatory, pornographic or obscene, whether directly or in context or juxtaposition with specific subject matter.

 

Use of the Image in any way that violates a depicted person’s right of privacy or publicity, or to infringe on any trade name, trademark or service mark.

 

Archive, republish or transmit and images on any database without SAXON HOLT PHOTOGRAPHY's prior written consent.

 

Copy or publish any of the Images 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 users, without prior written consent from SAXON HOLT PHOTOGRAPHY.

 

Sublicense, re-license, rent or lease any of the Images.

 

Use of the Images to promote a business that sells or licenses photographic images, or otherwise competes with SAXON HOLT PHOTOGRAPHY in any manner.

 

Ship, transfer or export any of the Images into any country or use any of the Images in any manner prohibited by any export laws, restrictions or regulations.

 

CREDIT:

Images used editorially should bear a credit line that includes SAXON HOLT.

 

RETENTION OF DIGITAL FILES:

Digital files may be retained for sixty (60) days or until the date indicated on the invoice. Unless this period is extended in writing, you must delete the Images from all electronic and removable media and destroy any other copy of the Images, except as licensed under this Agreement. SAXON HOLT PHOTOGRAPHY' copyright information and Image identification number must be retained with the digital files while you retain them.

 

PAYMENT TERMS:
Time is of the essence in the performance by User of its obligations for payments.

 

Payment of the invoice herein is to be net thirty (30) days. Thereafter, a service charge of one and one half (1.5%) percent per month (18% per year) is applied on the balance until paid in full. Receipt of an invoice outlining fees and subsequent rights does not constitute copyright clearance nor permit use or distribution of an image. Licensing rights are conveyed only upon SAXON HOLT PHOTOGRAPHY’ receipt of payment in full of the amount invoiced.

 

Any claims for adjustment or rejection of terms must be made to SAXON HOLT PHOTOGRAPHY within ten (10) days after receipt of invoice.

 

CANCELLATION POLICY:

Rights are being reserved for User when an invoice is created. If such rights are not being used, User must notify SAXON HOLT PHOTOGRAPHY within five (5) days of receipt of the invoice. Failure to do so amounts to the acceptance of the invoice terms and payment of invoice is due in full.

 

LINKS TO THIRD PARTY SITES:

The linked sites are not under our control and we are not responsible for the contents of any linked site or any link contained in a linked site, or any changes or updates to such sites. We are not responsible for web casting or any other form of transmission received from any linked site. We provide the links to you only as a convenience. We do not endorse the linked sites or their use or contents.

 

INDEMNITY:

You agree to indemnify and hold SAXON HOLT PHOTOGRAPHY, and the photographer, harmless from any and all claims, liabilities, damages, costs and expenses, including reasonable attorney's fees, arising from the use of an Image or any breach of this agreement.


GENERAL DISCLAIMERS:

SAXON HOLT PHOTOGRAPHY GIVES NO RIGHTS OR WARRANTIES WITH RESPECT TO THE USE OF NAMES, TRADEMARK, LOGO TYPES, REGISTERED OR COPYRIGHTED DESIGNS OR WORKS OF ART DEPICTED IN ANY IMAGE, AND THE USER MUST SATISFY ITSELF THAT ALL NECESSARY RIGHTS, CONSENTS OR PERMISSION AS MAY BE REQUIRED FOR REPRODUCTION ARE SECURED. SAXON HOLT PHOTOGRAPHY IDENTIFIED THE CAPTION FOR EACH IMAGE TO THE BEST OF ITS ABILITY, BUT CANNOT BE HELD RESPONSIBLE FOR ERRONEOUS OR INCOMPLETE CAPTION INFORMATION. NO MODEL RELEASES OR OTHER RELEASES EXIST ON ANY IMAGES UNLESS THE EXISTENCE OF SUCH RELEASE IS SPECIFIED IN WRITING BY SAXON HOLT PHOTOGRAPHY.

 

DIGITAL FILES ARE PROVIDED "AS IS." SAXON HOLT PHOTOGRAPHY MAKES NO REPRESENTATION OR WARRANTY, 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. SAXON HOLT PHOTOGRAPHY MAKES NO REPRESENTATION OR WARRANTIES THAT THE USE OF THE SITE WILL BE UNINTERRUPTED OR ERROR FREE. THE USE OF THIS SITE IS AT YOUR OWN RISK.

 

YOU MAY HAVE ADDITIONAL RIGHTS UNDER SOME STATE LAWS.

 

LIMITATION OF LIABILITY

 

UNDER NO CIRCUMSTANCES WILL SAXON HOLT PHOTOGRAPHY OR THE OWNER OF THE IMAGES BE LIABLE FOR ANY DIRECT, INCIDENTAL, CONSEQUENTIAL, INDIRECT OR PUNITIVE DAMAGES AS A RESULT OF THE USE OF THIS SITE OR FROM YOUR ACCESS OR USE OF THE IMAGES ON THIS SITE. IN ANY EVENT, THE LIMIT OF LIABILITY OF THE COPYRIGHT OWNER OF THE IMAGE AND SAXON HOLT PHOTOGRAPHY SHALL BE THE FEE PAID FOR THE IMAGE TO SAXON HOLT PHOTOGRAPHY.

 

UNAUTHORIZED USE/RETROACTIVE LICENSE FEE:

Since it is difficult to determine damages resulting from unauthorized usage, in the event you utilize an Image other than for the usage indicated on our Invoice, we agree to forego our right to sue you for copyright infringement and you agree to pay, as liquidated damages, a retroactive license equal to ten (10) times the normal price we would have charged for such unauthorized use within ten (10) days of our billing such fee. If you fail to timely make such payment, this liquidated damage provision shall be void and we shall have the right to sue for copyright infringement and/or breach of contract, for which we shall seek all damages and remedies available, including attorney's fees and all associated costs.

 

DELIVERY OF IMAGES OTHER THAN DIGITAL FILES

 

TERMS RELATIVE TO SUBMISSION:

Submission of images other than digital files is for examination and reference only. On receipt of shipment, be sure to count and inspect the contents carefully. As indicated on the delivery agreement form, count shall be considered accurate and quality deemed satisfactory, unless a written explanation is received with a copy of the delivery agreement within forty eight (48) hours of delivery.

 

RETURN PERIOD AND HOLDING FEES FOR IMAGES:

are to be returned within 4 months after date of invoice. User agrees to pay, as reasonable charges, the sum of $5.00 per week per image after such 4 month period to date of return. NOTE THIS IS NOT A BAILMENT. Holding fees will accrue for one year from the stipulated return date, after which unreturned Images shall be deemed to be lost and you will be billed for lost Image fees in accordance with the Liquidated Damages provisions below. Payment of Lost or Damage fees does not entitle you to any rights whatsoever in the Images, which must be returned to SAXON HOLT PHOTOGRAPHY immediately if subsequently found. You will then be liable for holding fees rather than Lost Fees, whichever is less.


RESPONSIBILITY FOR ORIGINAL IMAGES

If original Images are delivered to User, User is responsible for loss or damage to the Images delivered to them, from time of receipt until their return to SAXON HOLT PHOTOGRAPHY. User shall be responsible for safe delivery and return of Images to SAXON HOLT PHOTOGRAPHY and shall indemnify SAXON HOLT PHOTOGRAPHY against any loss or damage to Images in transit or while in the possession of User. This agreement is not considered a bailment and is specifically conditioned upon the item so delivered being returned to SAXON HOLT PHOTOGRAPHY in the same condition as delivered. Projection of Images is not permitted. User assumes an insurer's liability herein for the safe and undamaged return of the Images to SAXON HOLT PHOTOGRAPHY. Such Images are to be returned by bonded messenger or by registered mail (return receipt requested), prepaid and fully insured.

LIQUIDATED DAMAGES

 

The monetary damage for loss or damage of an original color transparency or photograph shall be determined by the value of each individual photograph. User agrees, however, that the reasonable value of such lost or damaged photograph or transparency shall be fifteen hundred ($1,500.00 US) dollars, and the value of a duplicate transparency shall be fifty [$50.00 US] dollars, and the value of a black and white print shall be fifty [$50.00 US] dollars and SAXON HOLT PHOTOGRAPHY agrees to limit our claim to that amount unless a higher amount has been clearly set forth separately. SAXON HOLT PHOTOGRAPHY agrees to the delivery of the goods herein only upon the express covenant and understanding by User that the terms contained in this section are material to this agreement. User assumes full liability for its employees, agents, assigns, messengers and free-lance researchers for the loss, damage or misuse of the Images.


MISCELLANEOUS

 

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 hereof, 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. If User of this contract is an agent for or an employee of a non-U.S. company but operates in a place of business in the United States or its territories, said User expressly agrees that any dispute regarding this contract shall be adjudicated within the United States in the manner described here. This Agreement will not be governed by 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 SAXON HOLT PHOTOGRAPHY is caused to present claims or suit as a result of any breach of the above terms set forth, 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 User.

 

In the event that any Images are used by User in publications, User shall provide SAXON HOLT PHOTOGRAPHY with two (2) free copies of such publication immediately upon printing.

 

This contract contains all the terms of the agreement between us (SAXON HOLT PHOTOGRAPHY and User) concerning transmission, delivery and review of Images, and no term or conditions may be added or deleted unless made in writing and signed by both of us. These terms and the terms of any subsequent invoice supersede any and all terms of the client's purchase order. Any subsequent invoice you may issue may contain additional terms relating to the rights granted and the type of usage allowed.