Terms and Conditions

Terms and Conditions

Introduction

photofoundation is an online community which enables people with a passion for photography to contribute photographs, share comments, opinions and ideas to create a valuable library of imagery.
Registered charities can use these images for free and commercial organisations can also buy them,
and are given the opportunity to support good causes at the same time. (photofoundation).

photofoundation is owned and operated by Photofoundation Ltd, a limited company registered in
England & Wales with number 08336833 (we, us). Our registered office is at 27-33 Bethnal Green Rd,
London E1 6LA.

Application of these terms

These terms of service (the Terms), and any documents they referred to, govern the relationship
between us and each user (you) of photofoundation. Please read these Terms carefully before you
start using photofoundation.

By using photofoundation (including browsing, registering with us, providing images to or acquiring
images from us, etc.) you indicate that you accept these Terms and that you agree to abide by them.
If you do not agree to these Terms, please don’t use photofoundation.

By accepting these Terms you confirm that you are 18 years of age or more

We may make changes to these Terms at any time, by posting revised Terms on photofoundation.
You are expected to check this page from time to time to take notice of any changes. Your
continued use of photofoundation after the posting of any change will be deemed acceptance
of the change.

Accessing photofoundation

Access to photofoundation is permitted on a temporary basis, and we reserve the right to withdraw
or amend the service we provide on photofoundation without notice. We will not be liable if for any
reason photofoundation is unavailable at any time or for any period.

You are responsible for making all arrangements necessary for you to have access to photofoundation. You are also responsible for ensuring that all persons who access photofoundation through your internet connection are aware of these Terms, and that they comply with them.

Registering with us as a regular user

In order to license images to or from photofoundation, you will be required to register with us. You
agree that all information provided to us will be true and accurate and will not misrepresent
your identity.

When registering with us, you will be asked to choose a user identification code and password
(Login Info). Your Login Info must not contain any material that infringes the intellectual property
rights, or any other rights, of any third party or is obscene, blasphemous or defamatory.

You must treat your Login Info as confidential and not disclose it to any third party. If you know
or suspect that anyone other than you knows your Login Info, please promptly notify us at
[email protected].

We have the right to disable any Login Info at any time if, in our reasonable opinion, you have failed
to comply with any of the provisions of these Terms.

Registering with us as a charity

All registered UK charities are eligible to apply for access to photofoundation images.

In addition to the terms outlined in 'Registering with us' to receive access to photofoundation images, charities are required to register on the photofoundation site, providing their charity number, charity details and a named point of contact for photofoundation. In addition registered charity partners are required to grant photofoundation rights to use their charity name, logo and associated branding for including on the photofoundation platform and in associated publicity and marketing materials and to supply these materials.

Charity applications are subject to an approval process by the photofoundation team to verify their charitable status. Only once approved are charity partners granted access to photofoundation imagery. photofoundation reserves the right to terminate a charity’s access to free imagery with immediate effect if a charity loses its charitable status or misuses the photofoundation platform in any way.

All registered charity partners have the right to access a maximum of 365 images from photofoundation in each calendar year, free of charge. These images are licensed to registered charity partners under the same licence terms as regular image buyers (see 'Image Licence Granted To You' for details).

Contributing your images - Who can provide images

We invite individuals to provide images and become a part of the photofoundation project.

photofoundation is not intended to provide galleries, agents or related organisations with a
marketing platform. We therefore ask that only individuals provide images to photofoundation.

By uploading images to photofoundation, you warrant that you are an individual acting on your own
behalf and not for or in conjunction with any such organisation.

Image licence granted by you

When you choose to give us an image by uploading it to photofoundation, in return for the
opportunity to be a part of the photofoundation project, you grant to us a non-exclusive,
sublicensable royalty-free, perpetual licence to change, publish, distribute, exhibit, use and
otherwise exploit the image by any means, whether alone or incorporated in or in conjunction with
other works, worldwide and in all (existing or future) media.

You acknowledge that we shall be entitled to:

  • sub-license your images to third parties, including registered charities, commercial bodies and individuals, for their commercial and non-commercial use;
  • categorise, compile and collate your image along with other images as we see fit; and
  • charge a fee for the sub-licences granted by us, which we shall be free to set and alter at our
    discretion, and which may include promotional offers and/or bundling with other images.

You acknowledge that you are not entitled to any remuneration in respect of your provision of an
image or any subsequent sub-licensing of that image.

You acknowledge that we make no representations or warranties (express or implied) as to the use
of any image by any third party, including (without limitation) our sub-licensees.

Whilst we are keen to share as many images as possible within our community, you acknowledge
and agree that we are under no obligation to publish or otherwise make available any given to us by
you via photofoundation. We shall also be entitled to remove any image from photofoundation, or

limit the number of images a user may give to us, at any time at our sole discretion.

Credits

You acknowledge that it may not be practical for us or our sub-licensees to credit you when using
your images. You therefore agree that, in granting the licence above, you waive all rights to be
identified as the photographer or copyright owner of the images provided by you.

Exclusive interest

Under these Terms, you grant us non-exclusive rights in the images you provide to photofoundation.

If a third party expresses an interest to us in acquiring an exclusive right to use any of your images,
we shall contact you directly. You agree that we shall be entitled to use any contact information
provided by you to us for this purpose.

Image warranties and indemnity

You acknowledge that you are exclusively responsible for all images, including their content,
provided by you to photofoundation. Photofoundation does not and cannot review all images
submitted.

In respect of any image provided by you to photofoundation, you warrant and undertake that

  • you are the sole owner of the copyright, and all other rights, in the image and you have full authority to enter into the image licence set out above;
  • you have obtained all necessary clearances in respect of the content of the image, including all required consents from any private individuals depicted in the image;
  • the image does not incorporate any material that infringes, and our use of the image in accordance with these Terms will not infringe, the copyright or any other rights of any third party;
  • the image does not contain any obscene, blasphemous, inflammatory or defamatory material;
  • the image does not depict nudity or sexually explicit material; and the image does not depict or promote violence (including, without limitation, self-harm) or discrimination,

(your Image Warranties).

You agree to indemnify us and at all times keep us indemnified against all actions, proceeds, costs,
claims and damages whatsoever incurred by or awarded against us and compensation agreed by us
in consequence of any breach or non-performance by you of your Image Warranties.

Acquiring photofoundation images

You can choose and license images from photofoundation by following our online order process.

Following completion of the online order process, your chosen image shall become
accessible by you via your registered photofoundation account. Our making available
your chosen image in this manner constitutes our acceptance of your order. Prior to
such provision, we reserve the absolute right to refuse any order for any reason without
incurring any liability to you.

We are not able to cancel your order once we have provided your chosen image.

Image licence granted by us

When you order an image from photofoundation, subject to the restrictions set out
below and in consideration for (and subject to) the payment of the Licence Fee (as
defined below) we grant to you a non-exclusive, non-sublicensable, royalty-free licence to
use the image in connection with advertising and promotional projects.

In respect of each image provided by us to you, you shall not be permitted to:

  • use the image as part of a trade-mark, design-mark, trade-name, business name, service mark, or logo;
  • affix, or permit others to affix the image to any product intended for sale;
  • use the image in connection with any adult content, alcohol or tobacco product;
  • exercise the licence granted above in any manner that renders the image obscene, defamatory or in breach of the privacy or any other rights of a third party or of any applicable law; or
  • use the image otherwise than in accordance with these Terms;
  • sell, sub-license or authorise any third party to use the image.

We may request, based on reasonable objections, the cessation of, or editorial revisions
to, any use of the Image. You agree to take appropriate remedial action with respect to
any such request within 72 hours of receipt of such request.

You agree to indemnify us and at all times keep us indemnified against all actions,
proceeds, costs, claims and damages whatsoever incurred by or awarded against us and
compensation agreed by us in consequence of any use by you of an image provided by us
otherwise than in accordance with these Terms.

Fees and payment

When licensing an image from us, you shall:

  • be required to pay a fee for licensing the image from us (the Licence Fee); and
  • have the option to make a donation to one of a choice of registered charities (the Donation).

The Licence Fee per image shall be as set out on photofoundation. We reserve the right
to alter these fees at any time. All stated fees exclude VAT which may be payable in
addition.

We shall retain the Licence Fee but shall distribute 65% of our net profits to charitable
causes each year. We shall be entitled to determine how such funds are distributed in our
sole discretion.

Any Donation you make (less any applicable transaction fee and/or relevant tax) shall be
remitted to the relevant charity.

You shall pay the Licence Fee and any Donation through photofoundation in full in
advance, by credit or debit card/via a PayPal account using the payment system on
photofoundation.

By paying using your credit or debit card/PayPal account you confirm that the card/
account is yours and that there are sufficient funds or credit available to cover the fees
and any applicable charges.

Our provision of any image ordered by you is conditional on receipt from you of cleared
payment in full of the Licence Fee.

During the order process, you will be asked to complete your payment details. All fields
indicated as compulsory must be completed. Please note that we will collect and store
your information, using an encrypted secure payment mechanism and will only use your
information in accordance with our Privacy & Cookies Policy.

If we cannot supply you with the image you ordered, we will inform you of this by email
and, if you have already paid the Licence Fee and/or any Donation, refund you in full as
soon as reasonably possible.

photofoundation content

We are the owner or the licensee of all intellectual property rights in photofoundation, and in
the material we publish on it. Those works are protected by copyright laws and treaties around
the world. All such rights are reserved. You may not copy or distribute such material without the
copyright owner’s prior written consent.

Commentary and other materials posted by us on photofoundation are not intended to amount
to advice on which reliance should be placed. We therefore disclaim all liability and responsibility
arising from any reliance placed on such materials by any visitor to photofoundation, or by anyone
who may be informed of any of its contents.

We may change the content on photofoundation at any time. If the need arises, we may suspend
access to photofoundation, or close it indefinitely. Any of the material on photofoundation may be
out of date at any given time, and we are under no obligation to update such material.

You are solely responsible for any content you post or otherwise submit to photofoundation. We
make no warranties or representations as to the accuracy or integrity of any user-generated content.
You undertake and warrant that no content submitted by you to photofoundation shall be offensive,
indecent or unlawful.

We are not able to actively monitor or moderate all images or other content submitted to
photofoundation. However, if we are notified of any issues arising in respect of any such image or
content, we will endeavour to investigate the matter as soon as reasonably practicable and (where
appropriate) remove any image or content which we believe to contravene the law or the principles
underpinning photofoundation. You can notify us of any such issues by emailing us at the address set
out below.

Our liability

The material displayed on photofoundation is provided without any guarantees, conditions or
warranties as to its accuracy.

In respect of your use of photofoundation, we and any group companies, and the officers, directors,
employees, shareholders and agents of any of them, exclude all liability for any amount or kind
of loss or damage that may result to you or a third party (including without limitation, any direct,
indirect, punitive or consequential loss or damages, or any loss of income, profits, goodwill, data,
contracts, use of money, or loss or damages arising from or connected in any way to business
interruption, and whether in tort (including without limitation negligence), contract or otherwise) in
connection with the use, inability to use or the results of use of photofoundation, including but not
limited to loss or damage relating to any image provided by or acquired by you or due to viruses that
may infect your computer equipment, software, data or other property, on account of your access
to, use of, or browsing of photofoundation.

The foregoing does not affect any liability we may have which cannot be excluded or limited under
applicable law.

Information about you

We process information about you in accordance with our Privacy & Cookies Policy. By using photofoundation, you consent to such processing and you warrant that all data provided by you is accurate.

Viruses, hacking etc.

You must not misuse photofoundation by knowingly introducing viruses, trojans, worms, logic
bombs or other material which is malicious or technologically harmful. You must not attempt to
gain unauthorised access to photofoundation, the server on which photofoundation is stored or any
server, computer or database connected to photofoundation. You must not attack photofoundation
via a denial-of-service attack or a distributed denial-of service attack.

We will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses
or other technologically harmful material that may infect your computer equipment, computer
programs, data or other proprietary material due to your use of photofoundation or to your
downloading of any material posted on it, or on any website linked to it.

Links

You may link to photofoundation, provided you do so in a way that is fair and legal and does not
damage our reputation or take advantage of it, but you must not establish a link in such a way as to
suggest any form of association, approval or endorsement on our part where none exists.

We reserve the right to withdraw linking permission without notice.

Where photofoundation contains links to or from other websites and resources provided by third
parties, these links are provided for your information only. We have no control over the content of
those sites or resources, and accept no responsibility for them or for any loss or damage that may
arise from your use of them.

General

We shall be entitled to assign or license all the rights granted to us under these Terms to any
third party. You shall not be entitled to assign or sub-license your rights under these Terms.

Nothing in these Terms is intended to, or shall be deemed to, constitute a partnership
or joint venture of any kind between us and you, nor constitute any party the agent of
another party for any purpose.

These Terms and the documents expressly referred to herein constitute the entire
agreement between us and you.

If any court or competent authority decides that any of the provisions of these Terms are
invalid, unlawful or unenforceable to any extent, the term will, to that extent only, be
severed from the remaining terms, which will continue to be valid to the fullest extent
permitted by law.

The failure by either party to enforce any right granted by these Terms will not constitute
a waiver of such right and will not prevent the later exercise of such right.

The English courts will have exclusive jurisdiction over any claim arising from, or related
to, these Terms.

These Terms and any dispute or claim arising out of or in connection with them or their
subject matter or formation (including non-contractual disputes or claims) shall be
governed by and construed in accordance with the law of England and Wales.