Terms and Conditions

Purchase Agreement
Updated: 23rd July 2020

This Purchase Agreement is a legal Agreement between you and Gary F. Smith Photography operated by Gary F. Smith and has been created to provide to you information on how Content that you purchase from the website www.garyfsmithphotography.com can be used.

We ask that you read this Agreement carefully and in its entirety, as you will need to accept these terms to place an order or to create an account. By confirming your purchase you agree to be bound by the terms of this Agreement. No account is required to browse the contents, however, please refer to our cookie policy as cookies are used on this website.

1. Definitions
• Content - all images, and includes all metadata, keywords, descriptions and captions associated therewith
• End Use - the final work excludes comping use, created with the Content as authorised hereunder
• Invoice - includes but not limited to details of the Content selected, any limitations on the use of the Content, the corresponding fee for the License or print, including shipping costs (if applicable). The terms contained in the Invoice shall be incorporated into this Agreement and all references to the Agreement shall include those terms
• License - the rights granted to you to use the Content as specified in the terms and conditions as set out in this Agreement
• Perpetual - meaning there is no expiration date on your rights to use Content under a Royalty-Free License
• Release - a model or property release whereby permission has been obtained from all recognisable people and/or from the owner of the property depicted in the Content. Property does not include any permission for any intellectual property depicted in the Content
• Unlimited - meaning Content under a Royalty-Free License can be used in an unlimited number of projects in any media
• Worldwide - meaning Content under a Royalty-Free License can be used in any geographical location

2. Products Available
2.1. Prints
Options include; Hahnemühle fine art, professional prints and canvas wrap. The cost is calculated based on the available options with each product. Shipping costs are reflected at the time of checkout. Hahnemühle fine art and professional prints are shipped unframed and unmounted to allow you to frame and mount your purchase to your own tastes. Canvas wraps are shipped ready to hang.
All prints are produced by ‘One Vision Imaging’ our professional printing lab, who will ship your order directly to you
2.2. License Models
a) Royalty-Free (RF) License: Content is licensed for limited, worldwide and perpetual use, pricing is a one-time only payment based on file size, regardless if the Content is reused
b) Rights-Managed (RM) License: Content is licensed for limited specific uses and pricing is based on factors including but not limited to size, medium, placement, period of use and geographical location
c) Comping use is licensed for you to use low-res, watermarked Content on a complementary basis for test or sample use

3. Prints
Online print purchases are for a printed copy of your chosen image and shall remain the property of Gary F. Smith. All print orders are handled through our professional printing lab and as such carry no stock shown on our website, all prints are custom printed to order.
Prints that arrive damaged may be returned for a full refund or replacement. All refunds/replacements must be made in writing within seven (7) days from delivery quoting the Invoice number and the photo ID number; together with details of the damaged print (a photo of the damaged print will be helpful). Requests for refunds or replacements received more than seven (7) days after delivery will not be accepted. For more information on returns refer to www.onevisionimaging.com/info/terms

4. License Information
4.1. All licensed Content is purchased on a Non-Exclusive basis, meaning Gary F. Smith can License the same Content to other clients
4.2. Not all Content is offered for licensing and that there may be similar Content to that you have licensed. Nothing in this Agreement excludes Gary F. Smith from licensing similar Content to other clients
4.3. All Content under the License model; Royalty-Free comes with a ‘Standard License. An Extended RF License gives you extra rights for an additional License fee and unless an Extended RF License is purchased, your use of Content is subject to the Standard License terms. Please refer to section 5- License Restrictions
4.4. Licensed Content is labelled on the Content specific web page ‘RF’ and/or ‘RM’ with ‘Commercial ‘or ‘Editorial use only’. This determines how the Content can be used:
4.4.1. Commercial License examples:
i. Digital reproductions for websites, online advertising and marketing, social media, mobile advertising, mobile ‘apps’, e-cards, e-publications (e-books, e-magazines, blogs, etc) and email marketing
ii. Physical printed form such as posters, stationery, cards, product packaging and labelling, corporate letterheads, point of sale advertising, CD and DVD covers or advertising of tangible media such as magazines, newspapers and books
iii. ‘Out-of-Home’ media advertising campaigns including on billboards, transit displays and street furniture
iv. Incorporated into film, television or other audio-visual productions for distribution in any media without regard to audience size
v. Materials for personal, non-commercial use (not for resale, download, distribution or any commercial intent whatsoever
4.4.2. Editorial License examples:
i. Print or digital publications for articles on websites, in blogs, magazines, newspapers or in reference books of editorial context
ii. Non-commercial presentations includes television, documentaries and news broadcasts
iii. Materials for personal, non-commercial use (not for resale, download, distribution or any commercial intent whatsoever

5. License Restrictions
5.1. For all Licensed Content
5.1.1. You must not use the Content in connection with or for pornographic, defamatory, obscene or other illegal manner, including infringement on any third parties intellectual property rights, whether directly or in context or juxtaposition with other material
5.1.2. You must not use any Content that is marked “EDITORIAL USE ONLY” in connection with any commercial, promotional, advertorial, advertising or merchandising purposes
5.1.3. You may not make Content available in any medium in any way that allows or invite others to download, redistribute, extract or access the Content as a standalone file, separate from the End Use
5.1.4. Content when used in an editorial context may be cropped or otherwise edited for technical quality, provided that the editorial integrity of the Content is not compromised and the truth is maintained, and shall not under any circumstances be otherwise altered
5.1.5. You may not falsely represent that you are the original creator of a work that is made up of Licensed Content
5.1.6. You may not display any Content in digital format at a resolution higher than 72dpi
5.1.7. You must not incorporate the Content (or any part of) into a logo, trademark or service mark
5.1.8. You may not sublicense, transfer, distribute, lend, sell, or lease the Content or the rights to the Content to any person or legal entity except as may be specified herein.
5.1.9. You may not use Content for “Print-on-demand” products, whereby the Content is selected from your website or platform by a third party for custom made-to-order of such products
5.2. Additional Restrictions for Royalty-Free (RF) Licensed Content
Unless you purchase an Extended RF License you may not:
5.2.1. Use Content in connection with any goods or services intended for resale or distribution, including, without limitation, framed or mounted wall-art for interior decorative purposes, stationery items, paper products, calendars, apparel items, cards, mugs, mouse mats, posters, covers for books and eBooks includes entertainment goods such as CD’s or DVD’s,
5.2.2. Use the Content in electronic or digital templates intended for resale or distribution, for example, website, business card, greeting card or brochure design templates
5.2.3. Reproduce the Content more than 500,000 times in physical print form. This restriction does not apply to electronic reproduction

6. License Grants
6.1. Any License granted by Gary F. Smith is conditional upon (i) your consent with all the terms of this Agreement (ii) you not being aware of or having received, prior to licensing any Content, any correspondence alleging that the Content in question is in breach of copyright or other third party intellectual property rights
6.2. An unlimited number of users may use the item of Content and all users must be from the same legal entity that purchased the License. You may, however,
6.2.1. Assign the rights in the License to your employer or client, solely for the purpose of generating and/or facilitating the End Use as provided herein, provided each such employer or client has agreed to comply with the terms hereof, and you shall remain liable for any breach of the terms of this Agreement by such employer/client
6.2.2. Temporary transfer the Content to third parties e.g. subcontractors who are integral to the making of the End Use, provided such third parties agree to accept to the terms of the Agreement and not use the Content for any other purpose
6.3. Royalty-Free License: You may use the Content in any way consistent with the rights granted herein. Subject to the restrictions in section 5, and the rest of the terms of this Agreement Gary F Smith grants you a non-exclusive right to use the Content for unlimited, worldwide and perpetual use as specified in the Invoice, and any other restrictions that accompany the Content on the Content specific web page. You may utilise the Content in any process that may be necessary for your End Use
6.4. Rights-Managed License: You may use the Content in any way consistent with the rights granted herein. Subject to the restrictions in section 5, and the rest of the terms of this Agreement, Gary F Smith grants you a non-exclusive (unless otherwise agreed in a separate agreement) right to use the Content as specified in the Invoice, and any other restrictions that accompany the Content on the Content specific web page. You may utilise the Content in any process that may be necessary for your End Use. When your License period as set out in the Invoice terminates, you must promptly delete all copies of the Content from all electronic storage systems
6.5. Comping: You may use the Content in any way consistent with the rights granted herein to use the Content solely for testing or sample use to evaluate if the Content is suitable for your End Use. Content cannot be used unless a License is purchased and may only be used for twenty eight (28) days following download. After this expiration you must delete all copies of the Content. No warranties or rights are granted for comping use
6.6. You may store the Content in a digital library, network configuration or similar arrangement to allow them to be viewed within your organisation and by your clients
6.7. Any Content stored or shared by you, must retain any Gary F. Smith source credit, copyright notices, Content file identification references and any other information as may be invisibly embedded or visibly provided within the original electronic Content file
6.8. You may make a back-up copy of the Content for internal back-up purposes subject to clause 6.7

7. Intellectual Property
All licensed Content is owned by Gary F. Smith. All rights not expressly granted in this Agreement are reserved by Gary F. Smith
No ownership or copyright shall transfer to you by the issue of a purchased print or License. You acknowledge that all rights, title and interest in and to the Content, remain with Gary F. Smith

8. Credit Line
If the End Use of any Content is created for editorial (non-promotional) purposes then a credit line must be included adjacent to or in production credits in the form of: “Gary F Smith / [Genre Name] / ©YYYY”. You do not need to include a credit line for commercial use

9. Releases
Unless specifically warranted in clause 10.2, Gary F. Smith does not give any representation or warranties whatsoever that it owns or licenses any rights with regards to the use of names, people, trademarks, logos, designs, works of art or architecture depicted in the Content. You are solely responsible for determining whether any release is/are required in connection with your proposed End Use, and you are solely responsible for obtaining any and all such releases. If you are unsure as to whether any releases are needed for your intended End Use, then it is your responsibility to consult with relevant parties. You shall not rely upon any statements given by Gary F. Smith as set out in this Agreement. You acknowledge that no releases are generally obtained for Content identified as ‘editorial’, and that some jurisdictions provide legal protection against a person’s image, likeness or property being used for commercial purposes when they have not provided a release

10. Warranties and Disclaimers
10.1. Gary F. Smith warrants that your use of the Content in accordance with this agreement and in the form delivered by Gary F. Smith (that is, excluding any modifications done by you) will not infringe on any copyright or moral rights of the owner
10.2. Where Gary F. Smith pursuant to section 9, specifically notifies you that a model and/or property release has been obtained, Gary F. Smith warrants that your use of the Content in accordance with this agreement and in the form delivered by Gary F. Smith (that is, excluding any modifications done by you) will not, where a property release has been obtained, infringe on any trademark or other intellectual property right, and/or will not, where a model release has been obtained, violate any rights of privacy or right of publicity
10.3. Gary F. Smith warrants that should any Content have defects in material or workmanship and these are notified in writing within twenty eight (28) days from the Invoice date then Gary F. Smith will either replace the Content free from defects or refund the License fee paid by you
10.4. While Gary F. Smith has made reasonable effort to correctly categorise, keyword, caption and title the Content, Gary F. Smith does not warrant the accuracy of such information, or any metadata provided with the Content
10.5. Except as provided in this section, the Content is provided “as is” without any representation, warranty or condition of any kind, either express or implied, including, but not limited to, implied representations, warranties or conditions of merchantability, or fitness for a particular purpose. Gary F. Smith does not warrant that the Content or its website will meet your requirements or that the Content or website will be uninterrupted or error free

11. Indemnity/Limitations of Liabilities
11.1. You agree to indemnify and hold Gary F. Smith harmless against all damages, liabilities and expenses or costs (including reasonable outside legal fees) arising out of or as a result of claims by third parties relating to (i) your use of any Content outside the scope of this agreement (ii) any breach or alleged breach by you (or anyone acting on your behalf) of any of the terms of this or any other agreement (iii) your failure to obtain any required releases for your End Use
11.2. Limitations of Liability; GARY F. SMITH SHALL NOT BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY LOST PROFIT, PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL COSTS OR OTHER CLAIMS ARISING OUT OF THIS AGREEMENT, EVEN IF GARY F. SMITH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSES. GARY F. SMITH’S MAXIMUM LIABILITY ARISING OUT OF OR YOUR INABILITY TO USE THE CONTENT (WHETHER IN CONTRACT, TORT OR OTHERWISE) SHALL, BE TO THE EXTENT PERMITTED BY LAW, BE LIMITED TO THE VALUE OF THE LICENSE PAID BY YOU FOR THE USE OF THE CONTENT.

12. Cancellation/Termination
12.1. Cancellation; providing you have not used the Content you can cancel the License and get a full refund within twenty eight (28) days. All cancellations must be made in writing quoting the invoice number and the photo ID number. No refunds are available for cancellation requests received more than twenty eight (28) days from the Invoice date. In the event of cancellation your rights immediately terminate, you must delete any copies and no End Use of Content may be made
12.2. Termination; The License will terminate immediately if you breach any of your obligations under this or any other Agreement within twenty eight (28) days after receipt of notice of such breach by Gary F. Smith. Upon termination neither you nor any other legal entity covered by the License shall have any further right to make use of the Content or End Use
12.3. Social Media Termination; If you use the Content on social media or other third party website; the Content may only be used as part of another work and not as a stand-alone file. If the website uses (or announces that it plans to use) the Content contrary to this Agreement, the rights granted for such use shall immediately terminate, and you agree to remove any Content from such website
12.4. In addition, Gary F. Smith may withdraw any licensed Content from the website at any time in its sole discretion. Upon a withdrawal notice from Gary F. Smith, or upon your knowledge that any Content may be subject to a claim of infringement you must immediately notify Gary F. Smith and cease all Content use, delete any copies and ensure that any other person or legal entity covered by the License do likewise. Gary F. Smith may provide you free of charge a replacement, subject to the terms of this Agreement

13. Payment
Online transactions are conducted via Stripe or PayPal; both payment service providers are well-established and provide a secure payment process and most major credit / debit cards are accepted. Payment is due on checkout and all payment information is securely kept. Refer to our privacy policy for more information. Issues relating to Stripe or PayPal should be directed to them in the first instance

14. Copyright Infringement
Any use of in-copyright Content not expressly authorised by this agreement may constitute copyright infringement, entitling Gary F. Smith to exercise all rights and remedies available to it under copyright law. You shall be responsible for any damages resulting from any such copyright infringement, including any claims by a third party. In addition and without prejudice to Gary F. Smith’s other remedies under this agreement, Gary F. Smith reserves the right to charge and you agree to pay a fee equal to up to five (5) times the license fee for the unauthorised use of the Content

15. Confidentially
During this Agreement, one party (disclosing party) may provide the other (receiving party) certain confidential information. For the purpose of this Agreement confidential information shall include without limitation that relating to the business of a party, marketing, pricing, business processes and client and supplier lists. The receiving party agrees to maintain the confidentiality of any confidential information received and shall not use nor disclose the confidential information to any third party. These obligations of confidentiality shall cease to apply to particular item of confidential information once it becomes public knowledge other than any act or default of either party

16. General Provision
16.1. This Agreement, its validity and effect, shall be interpreted under and governed by the laws of England and be subject to the exclusive jurisdiction of the English courts. If Gary F. Smith is required to enforce its rights as a result of any breach of these terms, whether legal proceedings are commenced or not, you agree to indemnify Gary F. Smith in respect of all reasonable legal fees and costs incurred by Gary F. Smith in relation thereto
16.2. You should make sure that you examine the Content for possible defects before sending for reproduction. Subject to clause 10.3, Gary F. Smith shall not be liable for any loss or damage suffered by you or any third party arising from any alleged or actual defect in any Content or its caption or in any way from its reproduction
16.3. Gary F. Smith reserves the right to update this Agreement from time to time to the nature of and/or the way in which we provide our services and, in consequence, to make variations and revisions to these terms. When changes are made, we will revise the ‘updated’ date at the top of this Agreement. We encourage you to review this Agreement whenever you visit our site
16.4. Waiver: No action of either party, other than an express written waiver, may be construed as a waiver of any provision of this agreement
16.5. Severability: Should any provision of this agreement is found to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions should not be affected and will remain in force. Such provisions should be revised only to the extent necessary to make them enforceable
16.6. If you have any concerns regarding the website content or these terms and conditions, you can contact Gary F. Smith by sending an email to info@garyfsmithphotography.com or you may use the contact form on the website. All notices to you will be sent via email to the email address identified on your account
16.7. Upon reasonable notice, you agree to provide Gary F. Smith sample copies of projects or End Use of licensed Content to ensure that the Content is being used in accordance with the terms of this Agreement