ONE SHOT TERMS AND CONDITIONS

(Last update: March 2016)

You are agreeing to these Terms and Conditions:

  • by visiting any of the Website(s) of the Licensor and viewing and/or downloading Web Display Images; and/or
  • by downloading Comping Images from the Website(s) of the Licensor; and/or
  • by downloading High Resolution Images from the Website(s) of the Licensor; and/or
  • by accepting delivery of High Resolution Image(s) covered by a Licence issued by the Licensor

 If you do not agree to these Terms and Conditions, please contact us and discontinue any use of the Website(s) and Image(s) immediately.

 1. Parties


This agreement is binding between the Licensor and You

Licensor:    CenterStock Limited, a New Zealand limited liability company operating the trading names and websites:

  • One Shot www.oneshot.co.nz
  • photonewzealand www.photonewzealand.com
  • The Shutter Club  www.theshutterclub.co.nz
  • Stockfood New Zealand  www.stockfood.co.nz

 

You:    An individual person (including your employer, if any) with one or more of the following attributes:

(i)    Casual Website User - being a person browsing the websites of the Licensor viewing Web Display Images;
(ii)    Registered Website User - being a person who has registered on the websites of the Licensor and has access to unwatermarked Web Display Images and/or High Resolution Images;
(iii)    Licensee - being a person who has agreed to License an Image from the Licensor for End Use

 

 2. Copyright


At all times the Copyright of Images remains the property of the respective Photographers and/or Suppliers represented by the Licensor. Copyright protection is covered by both New Zealand and International Copyright Laws and is strictly enforced.


 3. License


Where you are licensing images for an End Use, the Licensor, on behalf of the Photographers and Suppliers it represents, grants you a Licence to reproduce the Image(s) for the purpose(s), territory(ies) and time period specified in the Licence and on the terms and conditions set out in this document.

The Image(s) supplied to you for use by the End User named on the Licence may only be used for the creative works of that End User.

The Licence to use the Images begins from the date of the Licence as stated on the Licence. No use may be made of any Images before full payment of the Invoice without the Licensor’s express written permission, with the exception of approved clients holding credit accounts with the Licensor.

The Licence is granted to you and may not be assigned to any third party without the Licensor’s prior written permission, but may be sub-Licensed by you only on the same terms and conditions to the End User named in the Licence.

 

 4. End User Licence Agreements (EULA)


The Image(s) identified on this Licence may also be covered by a Supplier’s (third party) End User Licence Agreement (EULA).  Each image Supplier to the Licensor has its own EULA and, as such, you agree to be bound by the terms of the EULA of the Supplier(s) of the Image(s) covered by this Licence in addition to these Terms and Conditions.

Each Supplier EULA is available on our website or upon request.  Should any conflict occur between the relevant EULA and these Terms and Conditions, the EULA will prevail.

 

 5. Licence Fees


Licence fees for the use of the Images will be quoted to you by The Licensor or displayed on the Licensor’s website(s) and are to be agreed and accepted by You prior to the use of the Images.

 

 6. Licence Period


Unless otherwise stated on the Licence, the Licence Period for Rights Managed (RM) images will be a period of 12 months from the date the Image(s) has/have been supplied to you or downloaded by you. The commencement of the Licence Period can be altered by mutual agreement between the Licensor and you prior to the issue of the Licence, otherwise it will be the date the image is downloaded from the Licensor’s website(s).  The image(s) may not be used after the Licence Expiry Date (see Paragraph 7 below)

This paragraph does not apply to Royalty Free (RF) images where images are able to be used for an indefinite period.

 

 7. License Renewals/Extending License Period


Where images are Rights Managed (RM), approximately one month prior to the end of the Licence Period a Licence Expiry Notice will be delivered to you via email, notifying you that the Licence will expire on the Licence Expiry Date.

You must respond (via email) within 7 days of receipt of the Licence Expiry Notice stating either that:

  • the Image(s) are required to be used for an additional period (in which case the Licensor will contact You to discuss a License Fee and the issuing of a new Licence); or
  • the Image(s) will no longer be used past the License Expiry Date.

Failure to respond to the Licence Expiry Notice may result in an automatic renewal licence being issued with an accompanying invoice, at the discretion of The Licensor.

 

 8. Removal of images once used


You shall not, without the prior written permission of The Licensor, store the Images in any form of electronic medium, except for the purpose of the Licence, and provided that the file or other medium in which the Images are captured or stored must be destroyed immediately after its use for that purpose.

 

 9. Downloading Image Files


i) Low Resolution Web Display Images and Comping Images
Images displayed on The Licensor’s websites (including thumbnail images and preview images) are made available to you for evaluation purposes only. It is an infringement of our Terms and Conditions and of Copyright to use Web Display Images for any final application or End Use without the purchase of a License and the payment of a License Fee.

Specifically the following uses of Web Display Images are prohibited (in the absence of a License):

  • Displaying a Web Display Image on any internet website or digital presentation
  • Use of a Web Display Image in a TV Commercial or film "storyboard";
  • Use of a Web Display Image in layouts for concepts to show a photographer or other visual artist how you want a commissioned photograph/image to look; or
  • Any other use of a Web Display Image where there is no potential that the Image will be licensed.

ii) Hi Resolution Images
If you hold an active credit account with The Licensor you are able to request upgraded access to the Licensor’s websites to allow for the download of High Resolution Images.

High Resolution Images are made available to you for your End Use on the basis that:    

  • You have an approved rate card issued by the Licensor and you will be invoiced for the High Resolution Images you download and use; or
  • You are familiar with the prices quoted by the Licensor and will agree a License Fee prior to the End Use of the High Resolution Images which have been downloaded.

After you have downloaded High Resolution Images you will be contacted by The Licensor to confirm which High Resolution Images have been used in an End Use and you will either be invoiced at the agreed rate per your approved rate card or provided with a quote for the End Use of the Images.

When High Resolution Images have been downloaded from the Licensor’s image server or otherwise delivered to you, refunds are only able to be made at the discretion of the Licensor (see Paragraph 11).

 

 10. Payment


Payment of Licence Fees by you must be received by the Licensor prior to delivery/download of images and can be made in the following ways:

  • Credit Account (to approved clients only)
  • Paypal
  • Credit Card (Visa/Mastercard only)
  • Direct payment/money transfer to our bank account

Where you hold an approved credit account with the Licensor, payment terms are strictly the 20th of the month following the month of invoice.  Interest of 5% per month or part thereof will be charged on amounts not received by the due date at the Licensor’s discretion.

For payment by foreign cheque or direct payment/money transfer to the Licensor’s bank account, all bank fees (both Licensee’s and Licensor’s) must be paid by you. Where bank fees are charged to the Licensor by its bank, these fees may be charged to you, at the Licensor’s discretion.

The Licensor reserves the right to suspend the distribution of any print collateral or other materials produced using the Image(s) or the continued use of the Image(s) by the Licensor and/or End User if a credit account remains unpaid past the due date. Any collection fees incurred by the Licensor as a result of referring outstanding accounts to a debt collection agency will be payable in full by you.

 

 11. Refunds


The Licensor is unable to offer refunds once digital image files have been downloaded from our Website(s) by you or otherwise delivered to you.

Please make your Image selection carefully and request Comping Images if you need to further evaluate the suitability of an Image(s) for your project. If there is a technical problem with the Image, a replacement scan or satisfactory substitution Image will be supplied. A refund will be made only where no satisfactory solution or substitution can be made by the Licensor.

In the situation where you hold an active credit account with the Licensor, the Licensor may, at its discretion, provide a refund for Rights Managed (RM) images only, in which case an administration fee of NZ$75.00 + GST will be charged to you.

No refunds are able to be given for royalty free images once they have been delivered or downloaded.

 

 12. Prohibited Usage


Images may not be used in any of the following ways:

  • Use as a trademark or use to infringe upon any copyright, trade name or trademark of any person or company; or
  • Use which is derogatory, misleading or defamatory, pornographic or which otherwise violates a person’s privacy or moral rights; or
  • Use which is considered sensitive (without the prior written approval of the Licensor) including but not limited to the following subjects:
    • Alcohol/Tobacco
    • Gay/Lesbian
    • Religious
    • Political
    • Medical/Health
    • Sexual

Please discuss any use you may consider sensitive to determine whether your proposed use of an image is considered sensitive.

If Images are used in a way that a Reasonable Person would consider such use to be Sensitive (refer to Definitions in Paragraph 19), the Licensor shall not be held responsible for any damages that may arise to you or the End User as a result of the use of the Images.

 

 13. Unauthorised Use


Where an image or images are published or reproduced without the written permission of the Licensor and/or without the purchase of a License and/or without the payment of license fees, you will be liable for the following fees, at the discretion of the Licensor:

  • Retrospective License Fee    The license fee for the image according to published rates on the Licensor’s website for the period the image has been used.  Such fee will be no less than the 12 month rate for such usage.
  • Unauthorised Use Fee       A penalty fee no less than 100% and no more than 300% of the Retrospective License Fee.
  • Debt Recovery Fee             Any fees incurred through the engagement of a debt collection agency.
  • Legal Fees                            Any fees incurred through the engagement of a legal representative.

 

 14. Online orders – Right of cancellation


The Licensor reserves the right to cancel your online order within 48 hours for any one or more of the following reasons:

  • The Rights Managed image(s), if any, are in use by another company in your/your client's same industry and territory;
  • You have used the incorrect criteria for calculating a Rights Managed license fee;
  • The Licensor believes your use of the image(s) would breach the Licensor’s Sensitive Use Policy;
  • The Licensor believes your use of the image(s) would breach the Licensor’s Terms and Conditions;


The Licensor will endeavour to contact you immediately should any of the above conditions exist. However the Licensor will not be responsible for any losses incurred by you as a result of cancelling the order.

 

 15. Model and Property Releases


Your access to Images does not entitle you to use those Images. Images may be subject to rights held by other persons or companies such as but not limited to copyright, trademarks, privacy rights, moral rights or other rights.

Where Image(s) have the necessary permissions from relevant persons and/or property holders featured in the Image(s) this will be noted next to each Image as either “Model Released” or “Property Released”. Unless otherwise stated on the Licensor’s website(s), adjacent to each Image, Image(s) featuring people and/or property are NOT MODEL OR PROPERTY RELEASED and will only be available for Editorial Use. 

The Licensor will not be held responsible for individual rights which have been infringed by the use of an Image(s) by you, where the Licensor has made no representation as to the availability of a valid model or property release for that Image(s).

While the Licensor takes every precaution to control the supply of Images where releases might be required, and to advise you as to the need for, or the existence or non-existence of a release, you are solely responsible for determining (with or without legal counsel) whether the proposed use of an Image requires the consent of any other party or the licensing of any additional rights and obtaining such consent or license if required.


 16. Warranties


The Licensor warrants that:

  • it has all necessary rights and authority to enter into and perform this Agreement.
  • Subject to Sections 12,13, 14 & 15, your use of an image in its original form and when used in accordance with the License and these Terms and Conditions, will not infringe on any copyrights, privacy rights, publicity rights, trademark or other intellectual property right of any other person or entity.

 

Provided that images are only used in accordance with the License and these Terms and Conditions and you are not otherwise in breach of the License and these Terms and Conditions.

 

 17. Indemnities


The Licensor shall defend, indemnify and hold you, your employer, its parent, subsidiaries and commonly owned or controlled affiliates and their respective officers, directors and employees harmless from all damages (except punitive damages not directly attributable to acts of the Licensor), liabilities and expenses (including reasonable attorneys' fees and permitted and authorised costs) arising out of or connected with any actual or threatened lawsuit, claim or legal proceeding alleging that the Licensor is in breach of its warranties. The foregoing states your entire indemnification obligation under this Agreement.

You 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 (except punitive damages not directly attributable to acts of Licensee), liabilities and expenses (including reasonable attorneys' fees and permitted and authorised costs) arising out of or as a result of claims by third parties relating to:

(i)   your use of any Images outside the scope of this Agreement;
(ii)  any other actual or alleged breach by you of this Agreement; or
(iii) your failure to obtain any required release; or
(iv) your use of an image in any Prohibited Use (pursuant to Section 12) or Unauthorised Use (pursuant to Section 13)

 

 18. Disclaimer


The Licensor uses reasonable efforts to ensure the accuracy, correctness and reliability of the images and metadata (hereinafter the ‘Content’), but makes no representations or warranties as to the Content's accuracy, correctness or reliability. While the Licensor takes reasonable care to correctly identify, caption and orientate the pictures, it does not accept any liability for loss or damage incurred by you or any third party caused by any errors.

The Licensor excludes to the fullest extent permitted by New Zealand and International Law any warranty, express or implied, including, without limitation, any implied warranties of merchantability, satisfactory quality or fitness for a particular purpose.  Except as specifically stated in these Terms and Conditions or as otherwise required by law, neither the Licensor nor its directors, employees, contributors, suppliers or other representatives will be liable for damages of any kind (including but without limitation to, lost profits, direct, indirect, compensatory, consequential, exemplary, special, incidental, or punitive damages) arising out of your use of or inability to use images licensed from the Licensor, whether or not we have been advised of the possibility of such damages.

 

 19. Definitions


Images                                 includes digitised images or images in electronic or any other medium

Web Display Images           Low Resolution digitised images for display on the websites of The Licensor. Not for End Use.

Comping Images                Medium Resolution digitised images available for download from the websites of The Licensor for evaluation by you prior to committing to a License for End Use

High Resolution Images     Print quality digitised images made available to you after the issue of a Licence

End User                              The entity for which the Images are being Licensed for use by.

End Use                                The final application(s) or purpose for which the images are being Licensed.

License Fee                          The fee payable by You to the Licensor for the image reproduction rights specified in the Licence.

Penalty Fee                          The fee payable by You in the event of an unauthorised use of an image(s) by You.       

Debt Collection Fee            The fee payable by You in the event a debt collection agency must be used to recover unpaid License Fees and/or Penalty Fees payable by You.

Sensitive Use                      The use of an image featuring an identifiable person(s), regardless of the presence of model release(s) signed by that person(s) in any media where the publication of such an image is used to depict or illustrate unflattering situations or sensitive social situations, or whether the publication of such likenesses or photographs would hold the person(s) to ridicule, scandal, reproach, scorn, indignity or embarrassment of any kind.

Online Order                      An order conducted entirely on a website of the Licensor where an image license is purchased and paid for using an online payment service such as Paypal and a High Resolution Image is downloaded as a result of that transaction.

 

 20. Variations


These Terms and Conditions in conjunction with the License and any EULA (where applicable) contain all the terms of agreement between the Licensor and Licensee concerning the display, review, delivery and licensing of images and no terms or conditions may be added or deleted unless made in writing and signed by both the Licensor and Licensee.

 

 21. Disputes


Any and all disputes arising out of or in connection with this contract including without limitation, the validity, interpretation, performance and breach hereto, shall be settled by the Courts of New Zealand in Nelson, New Zealand.