Heapsong1 Image Terms & Conditions
If you would like me, Imogen Heap, to consider using your Photograph then we need to have an agreement. This agreement is separate from and different in certain ways to your Agreement with FLICKR. The agreement will be with Megaphoinc Limited which is my trading company.
I wish to use photographs provided for the purpose of creating artwork and other graphical works which are to be used in the marketing and promotion of recordings and performances by me. I wish to edit and adapt the photographs you supply as part of this process. I also wish to use (and allow others to use) the resulting images for commercial purposes. These commercial purposes would include (but are not limited to) internet uses such as displaying the images on websites, TV, in print, in posters and in all other physical and digital media including as a download in connection with recordings, performances or other services I provide. It would also include using the images on the packaging of CD, in TV programmes, Films, computer games and advertisements.
You must have taken the Photograph and if the Photograph includes a person, image or other graphical work (such as a painting for example only), then all persons included in the photograph and the owners of the graphical works must also enter this agreement. All of these people have rights that could be infringed by you providing the Photograph and its use be me.
Your Photograph must be provided prior to 28th March, 2011 to be considered for inclusion.
By joining this group and uploading images to our Flickr group you accept the following terms and conditions:
ACCEPTANCE OF TERMS AND CONDITIONS
1.3 MEGAPHONIC PARTY means MEGAPHONIC, MEGAPHONIC’s successors and assigns, Imogen Heap and the respective licensees of each of the foregoing.
2.1 In providing Photographs for Megaphonic’s use through the Website you agree to comply with all terms of your user agreement with FLICKR (“User Agreement”) and the terms of this Agreement shall survive any termination by you or FLICKR of the User Agreement.
2.2 In the event of any inconsistency between this Agreement and the User Agreement this Agreement will have precedence.
USER GENERATED CONTENT
3.1 PROVIDER has supplied through the Website one or more Photographs for use and exploitation by Megaphonic Limited. Megaphonic does not agree to make use of any Photographs provided.
3.2 For the purpose of this Agreement “Photographs” shall mean the photograph and the persons and any other images recorded in the photograph supplied by PROVIDER through the Website.
3.2 PROVIDER agrees that Megaphonic may edit, adapt, rework or otherwise change any Photograph in its absolute discretion.
3.3 PROVIDER acknowledges that each Photograph provided to Megaphonic through the Website may be protected by copyrights, trademarks, service marks, patents or other intellectual property rights and laws. PROVIDER must not upload, display, send, transmit or otherwise make available any Photograph in which PROVIDER does not have all appropriate rights to do so. Unauthorized copying, distribution, modification, display, public performance or other unauthorized use of copyrighted works by PROVIDER may constitute an infringement of the copyright holders' rights and may result in civil litigation and criminal prosecution.
REPRESENTATIONS AND WARRANTIES
4.1 PROVIDER represents and warrants to MEGAPHONIC that:
(a) each Photograph supplied by PROVIDER does not and shall not violate the rights of any third party, including, but not limited to, image rights, privacy rights, copyrights, performer’s rights, moral rights, trademark rights and/or any other intellectual property rights;
(b) each Photograph supplied by PROVIDER does not and shall not create any liability for MEGAPHONIC, its successors and assigns and their respective licensees;
(c) each Photograph supplied by PROVIDER is an original work by PROVIDER and PROVIDER has all necessary rights, licenses, consents and permissions to use, and to authorize MEGAPHONIC to use, any and all copyrights, performance rights or other intellectual property rights in and to PROVIDER’s Photographs in order to use the Photographs as contemplated herein;
(d) PROVIDER has any and all necessary licenses and consents for any and all persons, performances and copyright works recorded as part of a Photograph.
GRANT OF LICENSE
5.1 MEGAPHONIC rights in the PROVIDER’s Photographs are non-exclusive. After posting a Photograph on or through the Website, PROVIDER shall retain any rights that PROVIDER has in a Photograph but subject to the license MEGAPHONIC requires so that it can use and exploit the Photograph:
5.2 By posting a Photograph to the Website, PROVIDER grants MEGAPHONIC, its successors, licensees and assigns and each of their respective licensees an irrevocable, perpetual, worldwide, non-exclusive, royalty-free, fully paid up, license to adapt, use, copy, transmit, broadcast, make available or otherwise distribute, publicly perform, digitally perform and/or otherwise use any Photograph in any medium and in any manner now or hereafter known (including in conjunction with sounds and films) without any payment to you (or any third party) of any nature.
5.3 For the avoidance of doubt this license grants MEGAPHONIC the right to sell and otherwise commercially exploit a Photograph in any medium and in any manner now or hereafter known, under any artist names, trademarks, trade names and labels.
5.4 For the avoidance of doubt this license may not be revoked or otherwise terminated by PROVIDER.
6.1 PROVIDER agrees to indemnify, defend and hold harmless MEGAPHONIC, its successors , licensees and assigns and the licensors of each, and their respective, affiliates, vendors, distributors from and against any and all claims, obligations, damages, losses, expenses, and costs, including reasonable attorneys' fees, resulting from:
(a) any breach of this Agreement;
6.2 PROVIDER irrevocably waives the right to assert any claim against MEGAPHONIC or any MEGAPHONIC PARTY in relation to the use of Photograph, including, but not limited to any claim arising from, copyright, performer’s rights, moral rights and trademarks.
ASSIGNMENT OF RIGHTS AND DUTIES TO THIRD PARTIES
7.1 MEGAPHONIC and any MEGAPHONIC PARTY may assign the rights granted under this Agreement, in part or in whole, to any third party at any time without notice.
APPLICABLE LAW AND JURISDICTION
8.1 This Agreement shall be subject to the laws of the State of New York, USA applicable to contracts entered into within the State of New York, USA.
Should one or more provision of this Agreement be unlawful, void, or unenforceable, such provision(s) shall be deemed severable and will not affect the validity and enforceability of the remaining provisions of the Agreement and the remainder of the Agreement will thus remain in full force and effect.
This Agreement constitutes the entire agreement between MEGAPHONIC and PROVIDER , and supersedes any prior agreement between MEGAPHONIC and PROVIDER.