Lietuvos.net

Licence Agreements

Overview

When an image is bought from Lietuvos.net , the buyer purchases the right to use that image in a particular way. This is called a licence and we offer two types:

Rights Managed (RM)
Royalty-free (RF)

Rights Managed

Represented on the search system by Rights Managed (RM). This can be both non-exclusive or exclusive and means that the image is licensed for a specific use.

Non-exclusive:

The buyer pays a licence fee each time they use the image, but another buyer can also purchase and use the image under the same licence.
The buyer must add insertion - "Photo: Lietuvos.net" at least 8 pt size.

Exclusive:

The buyer pays a licence fee each time they use the image (by both side agreement).
The buyer obtains exclusive use of an image under the terms of the licence: these terms may affect the use, media, territory and/or duration in which the image can by used by other buyers.
Rights protection can be an advantage for high-profile projects such as ad campaigns and promotions.
Pricing for this type of licence varies depending on the terms requested.

Royalty-free licensing

Represented on the search system by Royalty-free (RF). This is a simple form of licensing and the price is determined by file size, but can vary depending on the provider.

The buyer pays a one-off fee - they do not have to pay royalties to contributors on a use-by-use basis.
The buyer can use it as many times as they like and where they like.
The buyer will not know who else is using the image.

Royalty-Free Licence Agreement

This licence agreement ("Agreement") is between you, the party licencing imagery through this Agreement ("Lisencee"), and Lietuvos.net ("Lisencor"). Lisencee's use of the Digital Media as defined below constitutes your acceptance of the terms of this Agreement.

1. Licence Terms

Covered Materials.
1. The photographs, illustrations, and all other media and content in any form delivered to Licencee by Licenser, whether via CD-ROM, by download from Licenser's website or otherwise (collectively, the "Digital Media") are licenced, not sold, to Licencee by Licenser for use pursuant to the terms of this Agreement.
2. Licencee may own the media on which the Digital Media are recorded, but Licenser, for itself or on behalf of its contributors, retains ownership of the Digital Media.
3. Any reference in this Agreement to the Digital Media shall be to each individual item within the Digital Media and also to the Digital Media taken as a whole.
Permitted Uses and Rights.
Subject to the terms of this Agreement:
1. Licencee has the non-exclusive, non-transferable, non-sublicencable right to copy, reproduce, transmit and display the Digital Media an unlimited number of times in any and all media for the following purposes:
  - Advertising and promotional materials;
  - Online or Electronic Distribution Systems, including Web page Design to a maximum resolution of 72dpi;
  - Broadcast and Theatrical Exhibitions;
  - Publications and Products; and
  - Any other uses approved in writing by Licenser.
2. Licencee has the right to have the Digital Media reproduced by subcontractors of Licencee, provided that such subcontractors agree to abide by the restrictions of this Agreement.
3. Licencee may alter, crop, manipulate and create derivative works of the Digital Media.
4. Licencee's rights to the Digital Media are worldwide and perpetual.
5. Licenser reserves all rights not expressly granted to Licencee herein.
Restrictions.
1. Licencee may not sublicence, sell, assign, convey or transfer any of its rights under this Agreement but Licencee may sell or licence derivative works incorporating the Digital Media in accordance with the Permitted Uses. Licencee may not sell, licence or distribute its work in such a way that Licencee's customer can extract or access the Digital Media as a stand-alone file.
2. Digital Media shall not be incorporated into a logo, trademark or service mark.
3. Licencee may not post the Digital Media online in a downloadable format.
4. If any Digital Media featuring a model is used in a manner that would lead a reasonable person to believe that the model personally uses or endorses a product or service (for example, any Digital Media is used in a testimonial advertisement), or if the depiction of the model in the Digital Media is used in connection with a subject that would be unflattering or unduly controversial to a reasonable person, Licencee must accompany each such use with a statement that indicates that the person is a model and the Digital Media is being used for illustrative purposes only.
5. The Digital Media may not be used in a pornographic, defamatory, libellous or otherwise illegal manner, whether directly or in context or juxtaposition with other materials.
6. Licencee must retain the copyright symbol, the name of Lietuvos.net and the Digital Media's identification number as part of the electronic file and as otherwise contained on the original Digital Media.
7. Licenser grants no rights and makes no warranties with regard to the use of names, trademarks, trade dress, registered, unregistered or copyrighted designs or works of art or architecture depicted in any Licenced Material, and Licencee must satisfy itself that all the necessary rights or consents regarding any of the above, as may be required for reproduction, have been obtained.

2. Indemnity

Licencee agrees to indemnify and hold Lietuvos.net harmless against all claims arising out of any breach of this Agreement.

3. Warranties

Licenser warrants the Digital Media to be free from defects in material and workmanship for 30 days from delivery. The sole and exclusive remedy for a breach of the foregoing warranty is the replacement of the Digital Media.

LICENSER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE DIGITAL MEDIA, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. LICENSER SHALL NOT BE LIABLE TO LICENCEE 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 LICENCEE'S USE OF THE DIGITAL MEDIA, THIS AGREEMENT, ANY INVOICE REGARDING THE DIGITAL MEDIA OR OTHERWISE, EVEN IF LICENSER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES.

4. Termination and Revocation

The licence contained in this Agreement will terminate automatically without notice from Licenser if Licencee fails to comply with any provision of this Agreement. Upon termination, Licencee must immediately (i) stop using the Digital Media, (ii) destroy or, upon the request of Licenser, return the Digital Media to Licenser (in the case of analogue materials), and (iii) delete or remove the Digital Media from Licencee's premises, computer systems and storage (electronic or physical).

Licenser reserves the right to revoke the licence to use the Digital Media for good cause and elect to replace such Digital Media with alternative Digital Media. Upon notice of any revocation of a licence for any particular Digital Media, Licencee shall immediately cease using such Digital Media and shall ensure that its clients and customers do likewise.

5. Severability

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 reformed only to the extent to make it enforceable.

6. Choice of Law

This agreement is governed by the laws of EU whose courts are the courts of exclusive jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not govern this Agreement.

Notwithstanding the foregoing, Licenser shall have the right to commence and prosecute any legal or equitable action or proceeding before any court of competent jurisdiction to obtain injunctive or other relief against Licencee in the event that, in the opinion of Licenser, such action is necessary or desirable.

7. Waiver

No action of Licenser, other than express written waiver, may be construed as a waiver of any provision of this Agreement.

8. Entire Contract

This contract contains all the terms of the licence agreement and no terms or conditions may be added or deleted unless made in writing and signed by an authorised representative of both parties.

Lietuvos.net Rights Managed Licence Agreement:

THIS IS A LEGAL AGREEMENT BETWEEN YOU ("LICENCEE") AND Lietuvos.net, ("LICENSER"). BY PAYING MONEY 'YOU ACCEPT THE LICENCE(S) FOR THE ABOVE IMAGES'. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT PAY FOR PHOTOS. THIS AGREEMENT APPLIES TO LICENCES ISSUED VIA THE WEB AND VIA LOCAL SALES REPRESENTATIVES, AND IS APPLICABLE TO ONLINE, DIGITAL AND ANALOGUE (PHYSICAL) DELIVERY OF LICENCED MATERIAL. THEREFORE, CERTAIN TERMS MAY BE INAPPLICABLE. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT US.

IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF YOUR EMPLOYER, THE LICENCE GRANTED AND RESTRICTIONS AND LIMITATIONS RECITED HEREIN APPLY TO YOUR EMPLOYER AND TO YOU AS A REPRESENTATIVE OF YOUR EMPLOYER.

1. Definitions

In this Agreement the following definitions apply:

“Licenced Material” means any still image, visual representation generated optically, electronically, digitally or by any other means, including any negatives, transparencies, film imprints, prints, original digital files or any reproductions thereof, or any other product protected by copyright, trademark, patent or other intellectual property rights, which is licenced to Licencee by Licenser under the terms of this Agreement.
"Invoice" means the invoice provided by Licenser that sets forth, without limitation, the specific party contracting as Licenser, the specific areas of use for the Licenced Material selected, grants Licencee the Reproduction rights chosen, sets forth limitations on the licence (if any) and states the corresponding price(s) for the licence of such Licenced Material. The Invoice shall be made a part of this Agreement and shall be incorporated by reference herein, and together with this Agreement shall constitute the entire agreement between Licenser and Licencee regarding the Licenced Material. All references to the Agreement shall include the Invoice.
"Reproduction" and “Reproduce” include any form of copying or publication of the whole or a part of any Licenced Material, whether by printing, photography, photocopying, slide projection (whether or not to an audience), layout or presentation, use in a production process, electronic, digital or mechanical means, use as a reference by an artist or in an artist's illustration or by any other means. Reproduction further includes the distortion or manipulation of the whole or a part of the Licenced Material (for example, by computer, electronically, digitally by an artist or by any other means), even though the resulting Licenced Material may not appear to a reasonable person to be derived from the original Licenced Material. Reproduction also includes distribution in whole or in part of any Licenced Material via television, cable, telecommunications network or internet transmission.

2. Grant of Rights

Unless stated otherwise in the Invoice, Licenser grants to Licencee a nonexclusive non-sublicensable, non-transferrable and non-assignable right to use and Reproduce the Licenced Material identified in the Invoice to the extent explicitly stated therein. Licenser further grants to Licencee the right to have the Licenced Material Reproduced, solely to the extent explicitly stated in the Invoice, by subcontractors of Licencee, provided that such subcontractors agree to abide by the restrictions of this Agreement. See Section 3 below for more information about the nature of the rights granted to Licencee hereunder.
The Licenced Material is strictly limited to the use, medium, period of time, print run, placement, size of image, territory and any other restrictions specified in the Invoice. Licenser grants Licencee the right to utilise the Licenced Material in the sales and production process that may be necessary for the intended use specified on the Invoice. The terms specified in the Invoice, or in this Agreement, shall not be modified without the express written consent of Licenser, and any attempt to modify the Agreement without such express written consent, or any attempted deviation from the terms thereof of this Agreement, shall nullify Licenser’s indemnity obligations, and the representations and warranties made by Licenser hereunder. Fees assessed for Licencee’s use of the Licenced Material depend on the nature of the rights granted. Licencee shall not undertake any expanded use of the Licenced Material without the prior approval of Licenser and the payment of any additional licence fee required by Licenser for such expanded use. Licencee shall promptly notify Licenser of any expanded use of the Licenced Material for which Licencee has not received Licenser's prior approval, and shall pay to Licenser any additional licence fee required by Licenser for such expanded use. The rights and remedies of Licenser hereunder shall be in addition to, and not in lieu of, any other rights or remedies that Licenser may have at law or in equity.
Licenser grants no rights and makes no warranties with regard to the use of names, trademarks, trade dress, registered, unregistered or copyrighted designs or works of art or architecture depicted in any Licenced Material, and Licencee must satisfy itself that all the necessary rights or consents regarding any of the above, as may be required for Reproduction, have been obtained.
Use of Licenced Material in a manner not expressly authorised by the Invoice and this Agreement (i) may constitute an infringement of the proprietary rights of Licenser or a third party and (ii) may result in Licencee incurring or being responsible for any damages resulting from any such use, including any damages resulting from any claims for infringement of the intellectual property or proprietary rights of Licenser or a third party.
If any Licenced Material featuring a model is used in an authorised manner that implies endorsement of, use of, or a connection to a product or service by that model or a potentially unflattering or controversial subject, Licencee must accompany each such use with a statement that indicates that the person is a model and is used for illustrative purposes only. Licenser’s grant of rights regarding use of Licenced Material on or in a product does not grant Licencee the right to use that Licenced Material in any manner, directly or indirectly (such as, without limitation, in any image or illustration of such product) in the advertising of such product unless that right is also specifically granted.
While Licenser makes efforts to correctly caption the subject matter of the Licenced Material, Licenser does not warrant that such information is accurate.
Pornographic, defamatory, libellous or otherwise unlawful use of Licenced Material is strictly prohibited whether directly or in context or juxtaposition with specific subject matter.

3. Credit Lines

The following credit line must appear adjacent to any Licenced Material utilised in an editorial manner: (Photographer's name)/Lietuvos.net or E-lith.net.

4. Copyright

No ownership or copyright in any Licenced Material shall pass to Licencee by the issuance of the Licence contained in this Agreement. Except as expressly set forth in this Agreement, Licenser grants Licencee no right or licence, express or implied, to the Licenced Material. Licencee shall provide applicable copyright notice and/or protection. Upon demand, Licencee shall immediately assign to Licenser (or Licenser’s designee) any copyright of or to the Licenced Material arising out of the publication of the Licenced Material. No copyright information shall be removed from any digital file.

Unless otherwise agreed in writing, if any Licenced Material reproduced by Licencee for editorial purposes (i.e., for any non-promotional purpose) omits the credit line specified in Section 3 above, or any other credit line specified by Licenser, an additional fee equal to twenty percent (20%) of the original amount invoiced shall be payable by Licencee at Licenser’s discretion. The foregoing fee shall be in addition to, and not in lieu of, any other rights or remedies that Licenser may have at law or in equity.

5. Warranty and Limitation of Liability.

THE REPRESENTATIONS AND WARRANTIES OF LICENSER MADE HEREIN WILL HAVE NO FORCE OR EFFECT IF THE LICENCED MATERIAL IS USED BY LICENCEE IN ANY MANNER NOT SPECIFICALLY AUTHORISED IN THIS AGREEMENT OR IF LICENCEE IS OTHERWISE IN BREACH OF THIS AGREEMENT.

Licenser warrants to Licencee that the digital or analogue copy of the Licenced Material in the form downloaded by Licencee or delivered by Licenser by any means to Licencee will be free from defects in material and workmanship (not including "artefacts" or other flaws inherent in prints of the particular vintage) for 30 days from the date of delivery. The sole and exclusive remedy for a breach of the foregoing warranty is the replacement of the digital or analogue copy of the Licenced Material or refund of the Reproduction fee paid by Licencee, at Licenser’s option.
Licenser represents and warrants to Licencee that:
1. It has all necessary rights and authority to enter into and perform this Agreement in accordance with its terms, including, but not limited to, the right and authority to licence the use of any Licenced Material as expressly set forth in the Invoice, including the rights to licence the copyrights in and to the Licenced Material on the terms and conditions set forth in this Agreement;
2. The rights of Reproduction granted hereunder do not infringe on any copyrights to the Licensed Material or moral rights of any person or entity;
3. All necessary model and property releases are available to Licenser except where specifically stated in this Agreement, Licenser’s web site or other notice from Licenser;
4. A copy of any model or property release will be provided to Licencee upon request so that Licencee can satisfy itself as to the extent and validity of that release. Licencee understands and agrees that the personal information of that model or property owner will be redacted for the protection of the privacy of the model or property owner.
5. Licenser makes no representations or warranties as to whether or not any additional fees or payments may be due to any model depicted in Licensed Material pursuant to the requirements of any applicable trade union. Licencee shall be solely responsible for such additional fees or payments.
  The foregoing representations and warranties apply only to the Licenced Material as delivered by Licenser when used in accordance with the terms of this Agreement and the uses expressly provided for in the Invoice.
EXCEPT AS EXPRESSLY SET FORTH IN SECTIONS 5(a) AND 5(b) ABOVE, LICENSER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. LICENSER SHALL NOT BE LIABLE TO LICENCEE OR ANY OTHER PERSON OR ENTITY FOR ANY GENERAL, PUNITIVE, SPECIAL, DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, LOST PROFITS OR OTHER DAMAGES ARISING OUT OF THIS AGREEMENT, THE INVOICE OR OTHERWISE, EVEN IF LICENSER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

6. Indemnification

Provided that Licencee uses the Licenced Material only as permitted under the terms of this Agreement and as specified on the Invoice, and is not otherwise in material breach of this Agreement, and subject to section 7, Licenser shall defend, indemnify and hold Licencee and its parent, subsidiaries, and commonly owned or controlled affiliates and their respective officers, directors and employees harmless from all damages (except punitive damages), 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 possession, distribution or use of the Licenced Material by Licencee pursuant to and in accordance with this Agreement infringes on any of the following intellectual property or personal rights of any third party:
1. Invasion or infringement of the right of privacy or publicity, including but not limited to, the torts of intrusion into one’s private affairs, public disclosure of private facts, false light, misappropriation of the name or likeness arising as prescribed by applicable law;
2. Copyright infringement; and
3. Product disparagement, trade libel, dilution or infringement of title, slogan or trademark, trade name, service mark or service name as prescribed by applicable law.
THE FOREGOING STATES LICENSER’S ENTIRE INDEMNIFICATION OBLIGATION UNDER THIS AGREEMENT AND LICENCEE'S SOLE AND EXCLUSIVE REMEDY FOR ANY ALLEGED OR ACTUAL BREACH OF THE REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTION 5(b) ABOVE.
If Licenser is required to commence or threaten legal proceedings against Licencee to enforce any of the terms and conditions of this Agreement, whether a lawsuit is filed or not, Licencee shall indemnify and hold harmless Licenser for the reasonable legal fees and costs incurred by Licenser.
Where Licenser has communicated to Licencee that model or property releases for Licenced Material have not been obtained by Licenser, Licencee shall defend, indemnify and hold Licenser and its parent, subsidiaries, and commonly owned or controlled affiliates and their respective officers, directors and employees harmless from all damages, liabilities, and expenses (including reasonable attorneys’ fees and costs), arising out of or connected with any actual or threatened lawsuit, claim or legal proceeding alleging that the possession, distribution or use of such Licenced Material by Licencee results in an invasion or infringement of the proprietary rights of any third party, including, but not limited to, the right of privacy or publicity of any third party:
1. Invasion or infringement of the right of privacy or publicity, including but not limited to, the torts of intrusion into one’s private affairs, public disclosure of private facts, false light, misappropriation of the name or likeness arising as prescribed by applicable law;
2. Copyright infringement; and
3. Product disparagement, trade libel, dilution or infringement of title, slogan or trademark, trade name, service mark or service name as prescribed by applicable law.

7. Notice of Defence

Licenser's indemnification obligation set forth in Section 6 is expressly contingent upon the following requirements: (1) if any such actual or threatened lawsuit, claim or legal proceeding arises, Licencee must give Licenser written notice within five (5) business days after receipt of notice of such lawsuit, claim or legal proceeding, whether threatened or initiated; (2) Licenser shall have the right, at its expense and in its sole discretion, to select and employ counsel to defend Licencee against such lawsuit, claim or legal proceeding for which indemnification is sought; (3) Licenser shall have the right to control the legal defence and shall have sole discretion as to whether or not to compromise, settle or otherwise dispose of any such lawsuit, claim or legal proceeding; (4) Licencee agrees to cooperate fully in defending any such lawsuit, claim or legal proceeding (including, without limitation, making available to Licenser such books and records as Licenser reasonably requests and making available its employees, agents, officers and directors for depositions, consultations and otherwise when requested); (5) Licenser will not indemnify Licencee for legal fees and other costs incurred prior to Licencee giving notice to Licenser of the pending action for which indemnity is sought; and (6) Licenser will not indemnify Licencee for the cost of any salaries, wages or benefits payable to Licencee’s personnel involved in any legal action for which indemnity is sought.

Upon receipt of Licenser's notice that Licenser chooses not to undertake to defend against or resist any lawsuit, claim or legal proceeding after receiving written notice from Licencee, Licencee shall have the right to incur reasonable costs to investigate, defend, compromise, settle or otherwise dispose of the claim, for the account and at the expense of Licenser. Licencee shall not take any action that incurs a cost to Licencee or Licenser without Licenser’s prior written permission.

8. Parties’ Obligation

Upon notice from Licenser, or upon Licencee’s knowledge, that any Licenced Material is subject to a threatened or actual claim of infringement, violation of another right, or any other claim for which Licenser may be liable herein, or if Licenser retires any Licenced Material for any reason, Licencee will physically remove the Licenced Material from its network, if possible, and cease any future use at its own expense. Licenser shall provide Licencee with comparable Licenced Material (which comparability will be determined by Licenser in its reasonable commercial judgment) free of charge, but subject to the other terms and conditions of this Agreement.

Licenser’s indemnification obligation shall continue for use of any Licenced Material that occurred prior to the date on which Licenser notified Licencee of, or Licencee became aware of, any threatened or actual claim involving the Licenced Material.

9. Electronic Storage

For all Licenced Material that Licencee takes delivery via download, Licencee must provide the copyright symbol, the name of Licenser as part of the electronic file. In addition, Licencee may only use a single copy of the Licenced Material on a single computer. Licencee may only download the Licenced Material onto one (1) computer hard drive or other computer medium and may not otherwise make, use or distribute copies of the Licenced Material for any purpose except as otherwise provided in this Agreement and the Invoice. Notwithstanding the foregoing, Licencee shall be allowed to make one (1) backup copy for security reasons only. Licencee may not use the Licenced Material on any image storage jukebox, network configuration or similar computer network arrangement. Upon the expiration or earlier termination of this Agreement, Licencee shall promptly delete the Licenced Material from its computer or other electronic storage system.

10. Licence Cancellation Fee

If Licencee requests in writing to cancel this Agreement regarding the licencing of Licenced Material from Licenser's Image Collections within thirty (30) days of the date of delivery of the Licenced Material, Licenser may cancel this Agreement and issue a credit to Licencee's account or credit card which unless otherwise agreed in writing is equal to fifty percent (50%) of the Reproduction or licence fee.
Nothing in this Section 10 shall apply to research, lab and administration fees which shall be payable according to the terms stated on the invoice.

11. Interest on Overdue Invoices

IF LICENCEE FAILS TO PAY LICENSER’S INVOICE IN FULL WITHIN THIRTY (30) DAYS OF THE INVOICE DATE, LICENSER SHALL ADD A SERVICE CHARGE OF ONE AND ONE HALF PERCENT (1 - ½ %) PER MONTH, OR SUCH LESSER AMOUNT AS IS ALLOWED BY LAW, ON ANY UNPAID BALANCE. LICENSER ALSO RESERVES THE RIGHT, IN ITS SOLE DISCRETION, TO REVOKE THE LICENCE IF PAYMENT IS NOT MADE IN FULL.

12. Condition of Licensed Material

Licencee should examine all Licensed Material for possible defects (whether digital or otherwise) before sending any Licensed Material for Reproduction. Licenser shall not be liable for any loss or damage suffered by Licencee or any third party, whether directly or indirectly, arising from any alleged or actual defect in any Licensed Material or its caption or in any way from its Reproduction.

13. Unauthorised Use of Licenced Material

Licencee agrees to indemnify and hold Licenser (including its parent, affiliate and subsidiary companies and their respective directors, officers, employees and agents) harmless against any claim for damages, losses or any costs, including attorneys' fees, arising in any manner whatsoever from the unauthorised use of any Licenced Material or for Licencee’s breach of any of the terms of this Agreement.

14. Use of Licensed Materials in Final Elements

For purposes of this paragraph, final elements shall mean any end product produced by Licencee pursuant to this Agreement, including but not limited to use in magazines, books, feature films, television productions, commercials and print advertisements ("Final Elements") Licencee grants to Licenser the irrevocable, perpetual, royalty-free, non-exclusive right and licence to use Final Elements solely for the promotion of Lietuvos.net or any of its subsidiaries.

15. Right to Information

Licenser may at any time inspect any records, accounts and books relating to the Reproduction of any of Licensed Material to ensure that the Licensed Material is being used in accordance with this Agreement.

16. Miscellaneous Terms

No variation of any of the terms in this Agreement shall be effective unless agreed to in writing by an authorised representative of Licenser and Licencee. No part of the content of Licenser’s catalogues or other advertising materials shall form a part of this Agreement. No action of Licenser, other than an express written waiver, may be construed as a waiver of any term of this Agreement. A delay on the part of either party in the exercise of its rights or remedies will not operate as a waiver of such rights or remedies, and a single or partial exercise by a party of any such rights or remedies will not preclude other or further exercise of that right or remedy. A waiver of a right or remedy on any one occasion will not be construed as a bar to or waiver of those rights or remedies on any other occasion. Should any clause of this Agreement be found unenforceable, that will not affect any other clause and each will remain in full force and effect. In the event of any inconsistency between the terms contained herein and the terms contained on any purchase order sent by Licencee, the terms of this Agreement shall govern. This Agreement, its validity and effect, shall be interpreted under and governed by the laws of Scotland whose courts are the courts of exclusive jurisdiction. This agreement will not be governed by the United Nations Convention on contracts for the international sale of goods or any other similar convention or laws, the application of which are expressly excluded.

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