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FAMOUS PICTURES & FEATURES LIMITED LICENCE AGREEMENT

THIS LICENCE FORMS A BINDING LEGAL AGREEMENT BETWEEN THE AUTHORISED LICENSEE NAMED on the invoice ("YOU") AND Famous Pictures & Features Limited of 13 Harwood Road, London SW6 4QP ("FAMOUS")

NB The Licensee should be the company or individual who will be using the licence. Individuals who accept these terms on behalf of a Licensee must be duly authorised by the Licensee to enter into this Agreement and will be held personally liable under this Agreement if they are not so authorised.

This Agreement is applicable to any Material supplied by FAMOUS whether online, digital or analogue.

In this Agreement the term: (a) MATERIAL includes any images, articles, text, written material or any physical or electronic material including captions and other rights management information or any other item in any medium which may be offered by FAMOUS for the purposes of reproduction; and (b) REPRODUCTION includes any form of publication or copying of the whole or part of any Material, altered or not, whether by printing, photography, slide projection (whether or not to an audience), xerography, artist's reference, artist's illustration, layout or presentation, electronic or mechanical reproduction, transmission or storage by any other means.

1. Licence Grant
a) No reproduction rights are granted by virtue of downloading Material unless expressly indicated. The right to reproduce Material arises only if FAMOUS' invoice relating to the grant of such right has been issued to you and is fully paid unless credit terms have specifically been agreed directly between FAMOUS and You Where credit terms have been specifically agreed, You agree that permission to use the Material shall be deemed to be revoked where You are in default of payment to FAMOUS under those terms.
b) The type of Licence and any restrictions on use are clearly stated in the Invoice. Unless otherwise stated all licences are for one time use in a print publication only and syndication and electronic rights are expressly reserved. (b) Any reproduction rights are non-exclusive except when specified on the invoice It is your responsibility to check the Invoice to ensure you have the rights you need. Additional rights may be available subject to payment of an additional fee. If you are unsure of your rights under this Licence, or if you wish to use the Material in a manner not specified on the website or in the Invoice, please contact FAMOUS. Use of the Material other than in accordance with the terms of the Agreement constitutes copyright infringement and breach of contract, and may result in legal action.
c) FAMOUS grants You a personal, non-exclusive, non-transferable, right to reproduce the Material listed in the Invoice solely for the term and usage specified in the Invoice and in this Agreement. You must inform us as soon as you intend to use the Material setting out the stated use and we will then send you an Invoice detailing all terms of the licence and the fee to be charged.
     If the Material is used in a print publication you agree to send, at your cost, to FAMOUS two (2) free tear sheets or a pdf containing a reproduction of the Material within (thirty) 30 days of publication. Failure to supply tear sheets or pdfs is a material breach of the Agreement.
     If your intended or actual usage changes you must inform us immediately and we shall send a revised Invoice>

2. Restrictions and Indemnity
a) You may not make the Material available separate from the end product into which it is incorporated in any medium accessible by persons other than You
b) You may not sublicense, sell, assign, or transfer this Agreement or any of its rights under this Agreement save that, if the Invoice so states, you may syndicate the material to clients in the Territory stated in the invoice .
c) You agree to take all commercially reasonable steps to prevent unauthorised third parties from reproducing or distributing the Material, including affixing the credit line and implementing appropriate security protection and compliance procedures.
d) Pornographic, defamatory or otherwise unlawful use of the Material is strictly prohibited, whether directly or in context or juxtaposition with specific subject matter.
e) You shall abide by any restriction on use of the Material notified by FAMOUS before, after or at the time of delivery of the Material, either in the information accompanying the Material, the Invoice or otherwise.
f) You may edit, crop, recolour, manipulate, add to or resize Material within reason but any manipulation must not amount to defamation or distortion or derogatory treatment of the Material.
g) You agree to indemnify and hold FAMOUS harmless against any claim, loss, damage or liability of any kind (including reasonable legal fees and expenses) arising from any use of the Material other than in accordance with the terms of the Agreement.

3. Content
a) The Material may not be reproduced or stored by computer or transmitted by a computer network other than is immediately necessary for the permitted use
b) Material stored, displayed or published electronically by You must retain the copyright symbol, the name of Author/FAMOUS, the Material' identification numbers and any other metadata or information which may be visibly or invisibly embedded in the electronic files containing the original Material.

4. Ownership and Derivative Materials
You acknowledge that Material is FAMOUS' valuable property, as are any digital copies and new Material created from the Material ("Derivative Material”). Derivative Material is anything sourced from or referenced from the Material. If you edit, manipulate, clone, copy, trace, retouch, shrink, stretch, darken, or lighten the Material, alter colour, flip or flop, or include the Material or any part in a montage or use the Material as the basis for an artist's reference, or change the Material in any other way you create a derivative work. Such derivative work may be used only as permitted in accordance with the Agreement, and you hereby assign any and all copyright in respect of such Derivative Material to FAMOUS. If you wish to use any Derivative Material, you must contact FAMOUS to purchase reproduction rights. Otherwise You agree to destroy all Derivative Materials including any pre-press or pre-production copies of the Materials and any copies or records of the Materials held on a database within 90 days of the date of receipt of the Materials or completion of the maximum production run, or expiry of the licence term, whichever is later.

5. Captioning of content
While reasonable care has been taken to correctly identify and caption the subject matter and orientate the Material, FAMOUS does not warrant the accuracy of such information and accepts no liability for loss or damage incurred by You or any third party caused by errors connected with it.

6 Sources
Both parties understand that it is necessary for Famous to protect its confidential sources and relationships with interviewers and interviewees and therefore Famous is under no obligation to reveal to You at any time the names of any writers or sources or any details about the location, source or date of any Material.

7. Copyright and Credit
a) No ownership or copyright in any Material shall pass to You by the issue of the Licence.
b) Any publication right (as defined in the Copyright and Related Rights Regulations 1996) arising from Your use of any Material shall vest in FAMOUS and You hereby assign all such rights arising to FAMOUS.
c) Unless otherwise agreed between us and stated on the invoice You must include a credit adjacent to the Material in the form of author's name/FAMOUS. For Material used for a feature film, broadcast television or cable production, You must include a screen credit at the end.
d) Since it is difficult to quantify the loss or damage incurred due to an incorrect or missing credit, you agree that a reasonable amount of liquidated damages payable by you to FAMOUS if the credit is missing or incorrect is 100% of the licence fee charged.

8. Warranties and Limitation of Liability
You must satisfy yourself that copyright clearances and all necessary rights, model releases, trade mark permissions, or consents which may be required for reproduction of Material and inclusion of people, places or items depicted or referred to within any Material are obtained. It is acknowledged that neither the photographer, the journalist nor FAMOUS gives any warranty or undertaking that any such rights, releases or consents are or will be obtained whether in relation to the Material or use of names, facts, people, trade marks, registered or copyright designs or artistic work depicted in any picture or text . FAMOUS shall not be liable to You or any other person or entity for any general, punitive, special, direct, indirect, consequential or incidental damages, or lost profits or any other damages, costs or losses arising out of Your use of or inability to use the Material, this Agreement, any Invoice regarding the Material or otherwise, even if FAMOUS has been advised of the possibility of such damages, costs or losses.

9. Payment
You must pay FAMOUS' invoice within 30 days of issue. If you do not pay in accordance with these terms then FAMOUS may at its option rescind this Agreement and recover damages, or charge interest at the rate prescribed by the Late Payment of Commercial Debts (Interest) Act 1998 from the date payment was due until payment is made. .

10. Unauthorised Use
a) The unlicensed reproduction by whatever means of the whole or any part of any Material (including but without limitation, electronic use, storage or transmission, artist's reference, artist's illustration, layout or presentation of Materials) is strictly forbidden.
b) Any reproduction outside the terms of any licence constitutes an infringement of copyright and also a breach of this Agreement entitling FAMOUS to rescind and claim damages and to exercise all rights and remedies available to it under copyright laws around the world.
c) You shall indemnify FAMOUS in respect of any claims, damages, costs or expenses incurred arising from any reproduction without licence of any Material supplied to You including any claims made by a third party.
d) FAMOUS has calculated the licence fee by relying in good faith on the information provided by you for the use specified in the Invoice. Since it is difficult to quantify the loss or damage incurred if you use the Material other than in accordance with the Agreement, including but not limited to the number of uses, the publication utilised, or the size of reproduction, in addition and without prejudice to FAMOUS' other remedies under this Agreement, FAMOUS shall have the option to forego its right to sue for copyright infringement and breach of contract if you pay, as liquidated damages, a sum equal to three (3) times the normal fee which FAMOUS would have charged for such use, within fourteen (14) days of FAMOUS invoicing you for such fee.

11. Termination
Any licence granted will terminate immediately at the end of the specified term and earlier if You (a) enter into voluntary or compulsory liquidation; (b) have a receiver appointed; or (c) fail to perform any of Your obligations under this Agreement within 28 days of FAMOUS' giving You notice to comply. In the event of termination, all rights granted will immediately revert to FAMOUS and any further exploitation of any Material shall constitute an infringement of copyright. Upon termination, you must immediately (a) stop using the Material and (b) delete the Material and all copies of it from all electronic and/or magnetic media and destroy all other copies of the Material within your possession or control.

12. Choice of Law / Jurisdiction
This Agreement shall be governed by and construed in accordance with English law and be subject to the exclusive jurisdiction of the English courts.

13. Miscellaneous
This Agreement contains the full and complete understanding between the parties. No variation of any of these terms shall be effective unless in writing and signed by all the parties to this Agreement. If one or more of the provisions contained in the Agreement is found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected. Such provisions shall be amended only to the extent necessary to make the Agreement enforceable.

© Copyright FSI/FAMOUS 2010