IMAGE USAGE AGREEMENT
KINDLY READ THE FOLLOWING TERMS OF SERVICE CAREFULLY. YOUR USE OF THIS WEBSITE IS CONDITIONAL UPON YOUR AGREEING TO THESE TERMS.
Welcome to www.africanscrapbook.com website (hereinafter called "the website”). You are required to follow the Image Use Agreement carefully. Your use of the services provided by AfricanScrapbook indicates your acceptance of these terms and conditions.
Information about us
www.AfricanScrapbook.com is a website owned and operated by Africanscrapbook Limited, a limited liability company duly registered in Kenya under the Companies Act, Chapter 486 of the Laws of Kenya of P. O. Box 63117-00619, Nairobi, Kenya (hereinafter referred to as "the Company”, "we” or "AfricanScrapbook”).
AfricanScrapbook only allows persons who are over the age of 18 to consent to be Content Providers (We may require proof of age.) Minors will only be allowed to register as Content Providers though their parents or legal guardians. Guardians who seek to register their minors take personal liability upon themselves for any of their children’s actions on the site. The Company may elect at its sole discretion to monitor any area or records pertaining the Website for compliance with this agreement or for any other reason.
Users of any content in the website must obtain a license from the Company on a non-exclusive and non-transferable basis upon payment of the requisite fees. All other rights to the image files and any accompanying materials such as copyright are retained by the Company or its content providers as the case may be.
The license is limited to one usage per download. (For example, if an image is used in a website design and in a business card design, this is considered two usages for which the image license should be purchased two times.)
2.Procedure for uploading content
Persons wishing to provide content for the Website may do so by sending the images directly to the Company or through its Resource Associates via Compact Discs, DVDs, USB drives or via online file sharing methods like Dropbox™ or Google Drive™ or by any other method that the Company or its Resource Associates deem fit. The Company shall then vet the content and shall at its sole discretion elect to display it on the content provider’s profile on the website or not. The Company shall reserve the right to add copyright information as per clause 4.4 below before uploading the same on to the Website. For the avoidance of doubt, the Member may not upload content directly on to the website but all content affiliated to a Member shall be the sole responsibility of the Member who shall keep the Company fully indemnified as per clause 5 below.
These are approved and registered agents of the Company who shall be responsible for receiving content from the copyright holders. They shall be responsible for ensuring that the Content Providers are aware of and abide by the Company’s terms and conditions for the use of the website. They shall also be responsible for adding the copyright information as per clause 4.4 on to the images before uploading them on to the website. The Resource Associates shall ensure that the Content Providers consent to the display of their images on the website and to abide by the Company’s terms and conditions.
4.1.The Content Provider
The Content Provider warrants that he has the rights and ownership of copyright for their own photographs submitted to the Company either directly or through its Resource Associates. The Content Provider undertakes not to upload photographs that he does not have the intellectual property rights over as such photographs will not be protected under the website. (Proof of ownership may be required before a photo is uploaded on to the website)
The Company also retains the exclusive rights to and ownership of its own photographs that it uploads on to the website. The Company also retains the copyrights in all photos, art, images or other files obtained from the site and integrated into a derivative work as defined in the Copyright Act, Cap 130 of the Laws of Kenya (hereinafter referred to as "the Copyright Act”). The member agrees to execute a written assignment of any copyrights with respect to such derivative work when such assignment is reasonably necessary to enable the Company or another member to enforce intellectual property rights.
All content on the website, whether uploaded by the Company or its Content Providers is protected by the Copyright Act which grants the aforementioned owners of copyrighted work the exclusive economic and moral rights over the works. These include the exclusive rights of reproduction or distribution of copyrights for any economic gain, exclusive rights of communication or broadcasting of the work to the public, exclusive rights to import and export the copyrighted work.
The Company in its sole discretion may remove any content uploaded to the Website including that appearing to infringe on the intellectual property rights of others.
4.4.Consent to use material on the website
Every person who intends to use any material or content on this website must obtain written consent from the Company.
In the absence of an explicit written statement from the Company stating otherwise, it shall be assumed that requisite consent from the models or the owners of the intellectual property rights to any image on the website has not been sought and obtained and/or is not available from the Company or its Content Providers.
The Company makes no claims or warranties as to the validity of the model or property releases associated with any image and the existence or validity of such releases should be independently verified with sources other than the company and that the usage of the content shall therefore be at the risk of the user. In other words, the user of the content on the website assumes sole responsibility to ensure that the usage of an image complies with the laws concerning intellectual property and the rights of individuals with respect to defamation, privacy, and right to publicity.
For purposes of copyright, the Company shall not be deemed to be the publisher of the images and content displayed on the Website by the members and it shall only be considered as displaying the images to potential buyers who shall be the publishers thereof after they purchase them.
The member further agrees when feasible to include the copyright information from the image file in the form of a legally effective copyright notice in this form: "[Year] © Photographer's Name. Image from www.africanscrapbook.com.”
5.1.Prohibited uses without licenses
The member who is the end user of the website is hereby prohibited from doing any of the following acts:
i.Use an image obtained from the website in products in which the image is a dominant feature if the product is to be subsequently sold or distributed. Examples include posters, postcards, greeting cards, mugs, shirts, hats, mouse pads, magnets, art prints, paintings, or calendars.
ii.Use an image obtained from the website in screensavers, software, web page builders, gallery, or any system where the image file can be unincorporated from the software or system or be shared among, transferred to, or otherwise distributed to a number of users.
iii.Display or post images obtained from the website in a gallery or library format or size larger than 800 pixels that makes it easy for people to copy, save, or otherwise infringe the copyright to an image. If more than 10 images from the website are being used, the size thereof must be no more than 400 pixels in height or width.
iv.Use images obtained from the website in any way that violates the rights of individuals such as defamation, intrusion on privacy, misappropriation of likeness, or depiction in a false light. Images that are designated for editorial use only or as not being model-released may not be used for advertising or promotional purposes.
v.Use images obtained from the website in any way that violates civil and criminal laws such as those regulating pornography, obscenity, fraudulent schemes, counterfeiting, espionage, and aid to illicit activities.
vi.Use images obtained from the website in a manner which the depicted person or a person owning the depicted property would find objectively offensive including but not limited to usages associated with sexual entertainment, sexual products, or intoxicating, addictive, or pharmacological products, violent or other unlawful activity.
vii.Reverse engineer, decompile, or disassemble any part of a file or accompanying materials from the website.
viii.Use any part of an image obtained from the website in a trademark, service mark, logo, or any part thereof.
ix.Remove any copyright or trademark information from any image, file, or accompanying materials from the website.
5.2.Permissible Image File Uses
The Content Provider hereby allows the Company to use his images for general, editorial, product, and promotional uses including but not limited to: products, software, newsletters, advertisements, book covers, packaging, marketing material, school assignments, presentations, and within films or videos, provided that such usage complies with the other provisions in this Agreement and the Copyright Act.
6.Totally prohibited uses
Edit, modify or alter images as necessary for your use, provided that the subsequent image otherwise complies with this Agreement. The copyrights in all photos, art, images or other files obtained from AfricanScrapbook and integrated into a derivative work will remain with AfricanScrapbook or the Content Provider. If requested by AfricanScrapbook, you agree to execute a written assignment of any copyrights with respect to such derivative work when such assignment is reasonably necessary to enable AfricanScrapbook or a content provider to enforce intellectual property rights.
7.Disclaimer on uses
Users downloading images that are designated as "for editorial use” assume full responsibility for their use of the image(s). The use of editorial use images may require additional rights that the Company may or may not be able to provide. In such a case, the user should consult with his legal counsel to be sure that the intended use is legal.
Such images do not require model releases and are intended solely for editorial use. By downloading such images, the member indicates that he understands and agrees to all of these terms and assumes full liability for the use of the image(s) and further agrees to fully indemnify the Company from any liability that may arise from such use.
8.Removal of defective content
From time to time, the porting of particular content may not be feasible and the Company may remove any such content from the Website without any liability to the member. The member is responsible for assessing their computer and transmission network needs, and the results to be obtained there from.
Image credit purchases are non-refundable.
10.License to resell
A member must obtain a license from the Company to resell or reassign any image uploaded on to the website.
The member expressly agrees that any use of the images, files, or software distributed by the Company is at his sole risk. The company does not warrant or guarantee that images are free from copyright or other intellectual property concerns. Likewise, the member agrees that he is responsible to ensure that the publication of an image obtained from the website does not violate any rights with respect to privacy, defamation, or publicity. The member further agrees to indemnify the Company in the event a claim is made with respect to the rights described in this section.
The Company expressly disclaims all warranties and conditions of any kind, either express or implied, including without limitation to any implied warranties or conditions of merchantability, fitness for a particular purpose, non‑infringement of third party rights, and those arising in the course of dealing or usage of trade.
12.2.Reliance on Information
the materials contained on our site are provided for general information purposes only and do not claim to be or constitute professional advice and shall not be relied upon as such. We do not accept any responsibility for any loss which may arise from accessing or reliance on the information on this site.
Should any clause of this agreement be found unenforceable, the same will not affect any other clause and the entire of the agreement shall remain in full force and effect.
14.Dispute resolution clause
A material part of this Agreement is that you agree to arbitrate any and all disputes arising out of, under, or in connection with this Agreement including without limitation, its validity, interpretation, performance, and breach. Such disputes shall be submitted to arbitration in Nairobi, Kenya after a reference to the Chartered Institute of Arbitrators, Kenya Branch and shall be governed by the Arbitration Act (Act No. 4 of 1995) or any other Act succeeding, repealing, amending or governing the same at the time arbitration is demanded.
15.Revision of Agreement
The Company may at its sole discretion revise this Agreement at any time and such revision shall be effective immediately upon the posting of the revised Agreement on the Website. If any such revision is unacceptable to the Content Provider, he may terminate his membership by notifying the Company’s Member Support by email of his desire to terminate. Notice of termination will be effective immediately upon receipt by the Company.
You (the Content Provider) acknowledge that you have read this Agreement, understood it and agree to be bound by its terms and conditions. You further agree that it is the complete and exclusive statement of the agreement between you and the Company which, supersedes any proposal or prior agreement, oral or written, and any other communication between you and the Company relating to the subject of this agreement.