This licensing agreement is between you (“Licensee”) and Female Perspective Ltd (“Shot By Women”), and sets out the terms and conditions that apply to Licensee’s license of photographs, video clips, illustrations, vectors, or other similar materials from Shot By Women.

  1. DEFINITIONS AND INTERPRETATION
    1. “Agreement” means this licensing agreement and any additional or supplementary terms that may be set out in any Invoice or otherwise.
    2. “Content” means any item of Content that has been selected (whether by Licensee or by Shot By Women on Licensee’s behalf) for the purposes of licensing reproduction rights.
    3. “Invoice” means that invoice or sales order confirmation issued by Shot By Women setting out the specific rights applicable to each Licence granted hereunder.
    4. “Licence” means the licence set out in Clause 2.
    5. “Licence Fee" means the sum(s) payable by Licensee to Shot By Women in respect of the Licence.
  2. GRANT OF LICENCE
    1. Subject to the terms of this Agreement and payment of the Licence Fee, Shot By Women grants to Licensee a non-exclusive (unless otherwise agreed in writing in advance), non-transferable and non-sublicensable right and license to use and reproduce those item(s) of Content specified in the Invoice for those purposes specified in the Invoice, in the territory specified in the Invoice, and for such period specified in the Invoice.
    2. Use of the item of Content is strictly limited to the purpose, medium, licence period, print run, position, size and territory specified in the Invoice. Unless otherwise specified in the Invoice, each licence is for single use (meaning a reproduction in one size, for one edition of a single publication in one medium only, published in one language only). There are no implied licences to any items of Content.
    3. The rights granted by Shot By Women are granted to the specific Licensee legal entity identified in the Invoice. Licensee may not in any way transfer or sublicence any of the rights granted hereunder.
    4. Where a license is identified as “exclusive”, such exclusivity applies solely to the specific item(s) of Content identified in the Invoice, and shall not extend to cover any other items of content (e.g. any out-takes, similar images, or images taken at the same event) unless otherwise specified.
    5. Shot By Women reserve all rights in relation to Content that are not expressly granted to Licensee under this Agreement, whether now known, or created later, and whether or not in the contemplation of the parties at the time of this Agreement.
  3. RESTRICTIONS AND OBLIGATIONS
    1. Licensee must comply with all applicable laws and regulations in performing Licensee’s obligations and exercising Licensee’s rights under this Agreement.
    2. Licensee may not incorporate any item of Content (or any part of them) into a logo, trademark or service mark without Shot By Women’s express prior permission. Please contact Shot By Women if you require such right.
    3. Licensee may not use Content in any pornographic, obscene, defamatory, misleading or unlawful manner, whether directly or in context or by juxtaposition with other materials.
    4. Content which is editorial in nature (e.g. any item of Content taken at a news, sports or entertainment event) may be cropped or otherwise edited for technical quality, provided that the editorial integrity of the content is not compromised. No other alterations to Editorial content are permitted.
    5. Licensee must comply with any special instructions or restriction on use notified to Licensee by Shot By Women before, after or at the time of delivery of the Content, either in the information or metadata accompanying the item of Content, the Invoice or otherwise.
    6. Content may not be made available for use or distribution separately or detached from a product or web page, or in a manner that is intended to invite or allow an end-user to download a Content file in stand-alone form.
    7. Licensee shall ensure that each use of an item of Content for editorial purposes is accompanied by the following credit: [contributor’s name]/shotbywomen]
  4. CONTENT STORAGE
    1. icensee may store the Content in a digital library, network configuration or similar arrangement to allow them to be viewed within Licensee’s organisation for planning or production purposes, but Licensee must retain the copyright symbol, the ‘shotbywomen’ name, the item of Content identification numbers and any other information which may be embedded in the electronic files containing the original item of Content. Please note that it is unlawful to remove or alter metadata associated with digital images or publish images on the internet that have had metadata removed or altered. Licensee must not remove metadata information supplied with an item of Content under any circumstances.
  5. PAYMENT
    1. No reproduction of any item of Content is fully authorised until Shot By Women has received payment in full of the amount specified in the Invoice. Any reproduction by Licensee, before payment in full has been received constitutes an infringement of copyright and a breach of this Agreement entitling Shot By Women to terminate this Agreement immediately on written notice to Licensee.
    2. Unless otherwise agreed by Shot By Women in writing, all Invoice(s) are payable by Licensee within 30 (thirty) days of the date of Invoice. If Licensee does not make full payment of an Invoice on time Shot By Women reserve the right to charge interest on the outstanding amount at the rate prescribed by the Late Payment of Commercial Debts (Interest) Act 1998 from the date payment was due until payment is made.
    3. All amounts due under this Agreement are exclusive of VAT, which shall, where applicable, be paid by Licensee at the prevailing rates on the due date for payment and on receipt of a VAT Invoice from Shot By Women.
    4. All payments to be made by Licensee under this Agreement (except any deduction or withholding which is required by law) shall be paid free and clear of any deductions or withholdings for or on account of set-offs or counterclaims.
  6. MODEL AND OTHER RELEASES; CAPTIONS AND OTHER INFORMATION
    1. Unless otherwise expressly confirmed in writing, Shot By Women give no warranties and makes no assurances of any kind whatsoever as to the existence of any model, property or other releases associated with any item of Content. Additionally, Shot By Women grants no rights and gives no warranties whatsoever with respect to names, trademarks, logos, uniforms/kits, registered or unregistered designs, artistic works or other material depicted in any item of Content which may be subject to intellectual property rights or other restrictions.
    2. Licensee is solely responsible for satisfying itself that all releases, consents, licences or permissions as may be required for use of the item of Content have been secured in advance. Licensee is solely responsible for obtaining any necessary releases, consents, licences or permissions.
    3. Shot By Women does not warrant the accuracy of the captioning, keywording or any other information associated with the item of Content. Licensee must satisfy itself that all such information is correct.
  7. AUDIT
    1. Licensee shall maintain detailed records of all uses of the item of Content to enable Shot By Women to verify Licensee’s compliance with the terms of this Agreement. After giving written notice of 10 days, Shot By Women, or any other person authorised by Shot By Women, may inspect Licensee’s records, premises and/or servers during normal business hours, and take away copies to verify the information provided by Licensee. This right of inspection shall remain in effect for a period of one year after the expiry or termination of this Agreement.
  8. INDEMNITY
    1. Licensee agree to indemnify and hold Shot By Women, and its parent, subsidiaries, affiliates, and content suppliers, and each of their respective officers, directors, and employees harmless against any claims, damages, losses, expenses or costs (including any direct, indirect or consequential losses, loss of profit and loss of reputation and all interest, penalties and legal costs and other expenses) arising in any manner whatsoever from or as a result of Licensee’s unauthorised use of any item of Content supplied by Shot By Women to Licensee, or any other breach by Licensee of any of Licensee’s obligations under this Agreement.
  9. TERMINATION
    1. Shot By Women may (by written notice to Licensee) terminate this Agreement immediately if:
      • (a) Licensee fails to pay any amount due under this Agreement in full within its due date; or
      • Licensee commits any breach of Licensee’s obligations under this Agreement which is incapable of remedy, or if capable of remedy, is not remedied within 14 (fourteen) days of Shot By Women’s giving written notice requiring the breach to be remedied; or
      • Licensee ceases, or threatens to cease, to carry on business, or any of the following events occur in respect of Licensee or any of Licensee’s holding companies:
      • (i) A proposal is made for a voluntary arrangement or for any other composition scheme or arrangement with or assignment for the benefit of creditors;
      • (ii) A resolution for winding-up is passed;
      • (iii) A petition for winding-up is presented, or an application is made for the appointment of a provisional liquidator, or a creditors' meeting is convened;
      • (iv) A receiver, administrative receiver or similar officer is appointed over the whole or any part of Licensee’s business or assets; or
      • (v) An application is made either for the appointment of an administrator or for an administration order.
    2. On any expiry or termination of this Agreement, the Licence shall automatically terminate and there must be no further use of the item of Content. All items of Content must be promptly deleted from Licensee’s computer or other electronic storage systems.
    3. Shot By Women may require Licensee to cease all use of any of the item of Content if Shot By Women reasonably believes that Licensee’s use of such item of Content may infringe the rights of any third party, or breaches any applicable law or regulation, or give rise to any claim for which Shot By Women or Licensee may be liable. In such circumstances, Shot By Women may, at Shot By Women’s option either:
      • (a) Provide Licensee with alternative item of Content; or
      • (b) Terminate this Agreement immediately on written notice in respect of the relevant item of Content.
  10. WARRANTY AND LIMITATION OF LIABILITY
    1. Shot By Women warrants that (a) the Content will be free from defects in material and workmanship for 30 days from delivery (Licensee’s sole remedy for a breach of this warranty being the replacement of the defective item of Content); (b) Shot By Women has all necessary rights and authority to enter into and perform this Agreement; and (c) Licensee’s use of the item of Content in accordance with this Agreement and in the form delivered by Shot By Women will not infringe any copyright in the item of Content or any moral rights of the authors of the item of Content.
    2. Save where expressly provided, all terms which might be implied into this Agreement or any collateral contract, whether by statute, common law or otherwise, are hereby excluded to the maximum extent permitted by law.
    3. Nothing in this Agreement shall operate to exclude or limit Shot By Women’s liability for (a) death or personal injury caused by Shot By Women’s negligence.
    4. SHOT BY WOMEN WILL NOT BE LIABLE TO LICENSEE OR ANY OTHER PERSON OR ENTITY FOR ANY LOST PROFITS, PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR OTHER SIMILAR DAMAGES, COSTS OR LOSSES ARISING OUT OF THIS AGREEMENT, EVEN IF SHOT BY WOMEN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES. SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES OR LIABILITY.
    5. Subject to Clause 12.3, Shot By Women’s maximum liability arising out of or in connection with this Agreement (whether such liability arises due to breach of contract, negligence or for any other reason) will be limited to five (5) times the total license fees paid by you during the twelve (12) month period immediately prior to the notification to Shot By Women by you of an intention to make a claim under this Agreement
  11. GOVERNING LAW
    1. This Agreement and any dispute or claim or dispute arising out of or in connection with its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) that arises out of or in connection with this agreement or its subject matter or formation.