Updated: September 2020
This licence agreement between you and Matthew Dever explains how you can use images (individually and collectively, “content”) that you license from Matthew Dever. By downloading content from Matthew Dever, you accept the terms of this agreement.
1. Licence Types. Matthew Dever offers three licence models: royalty-free (“RF”), rights-ready (“RR”) and rights-managed (“RM”). Royalty-free means that the licence fee is paid once and there is no need to pay additional royalties if the content is reused. Royalty-free content is licensed for worldwide, unlimited, perpetual use, and pricing is based on the file size. Rights-managed and rights-ready content is licensed for specific types of use, and pricing is based on factors such as size, placement, duration of use, and geographic distribution.
2. Use of Licensed Content. You may use licensed content in any way consistent with the rights granted below and not restricted (see Restricted Uses below). Subject to those restrictions and the rest of the terms of this agreement, the rights granted to you by Matthew Dever are:
Perpetual, meaning there is no expiry or end date on your rights to use the content. Worldwide, meaning content can be used in any geographic territory. Unlimited, meaning content can be used an unlimited number of times. Any and all media, meaning content can be used in print, in digital or in any other medium or format. Non-Exclusive, meaning that you do not have exclusive rights to use the content. Matthew Dever can license the same content to other customers. If you would like exclusive rights to use royalty-free content, please contact Matthew Dever to discuss a buy-out.
Limited to the specific use, medium, period of time, print run, placement, size of content and territory selected, and any other restrictions that accompany the content on the Matthew Dever website (or any other method of content delivery) or in an order confirmation or invoice. Non-Exclusive, meaning that, unless otherwise indicated on the website, your invoice, sales order or separate agreement, you do not have exclusive rights to use the content. Matthew Dever can license the same content to other customers.
For purposes of this agreement, “use” means to copy, reproduce, modify, edit, synchronise, perform, display, broadcast, publish, or otherwise make use of. Please make sure you read the Restricted Uses section below for exceptions.
3. Restricted Uses.
3.1. No Unlawful Use. You may not use content in a pornographic, defamatory or other unlawful manner.
3.2. No Commercial Use of Editorial Content. Unless additional rights are specified on the Matthew Dever invoice or granted pursuant to a separate licence agreement, you may not use content marked “editorial” for any commercial, promotional, advertorial, endorsement, advertising or merchandising purpose. This type of content is not model or property released and is intended to be used only in connection with events or topics that are newsworthy or of general public interest.
3.3. No Alteration of Editorial Content. Content marked “editorial” may be cropped but it is necessary to submit a request before the image is reproduced and will only be granted provided that the editorial integrity of the content is not compromised. You may not otherwise alter the content.
3.4. No Standalone File Use. You may not use content in any way that allows others to download, extract or redistribute content as a standalone file (meaning just the content file itself, separate from the project or end use).
3.5. No Sensitive or Misleading Use. No disclaimer is required for content marked “editorial” that is used in a non-misleading editorial manner but all images should be reproduced with or in the spirit of the accompanying caption. If there is any doubt by the licensee, then verification should be sought before publication.
3.6. No False Representation of Authorship. You may not falsely represent that you are the original creator of a work that is made up largely of licensed content. All editorial rights-managed images should be credited. The credit line should read © Matthew Dever in a location preferably that is immediately adjacent to the image or in the acknowledgements or credits section. For all commercial and advertising uses, Matthew Dever requests that the licensee uses reasonable effort to provide the same credit line.
3.7. Copies of Publication. Matthew Dever would always request a copy of any publication featuring an image reproduction upon publication.
Restricted Uses – Additional Licences. The following are prohibited without the prior written consent of Matthew Dever and payment of an additional licence fee:
3.8. No “On Demand” Products. Unless you purchase a customised licence, you may not use content in connection with "on demand" products, which are products in which a licensed image is selected by a third party for customisation of such product on a made-to-order basis.
3.9. No Electronic Templates. Unless you purchase a customised licence, you may not use content in electronic or digital templates intended for resale or other distribution.
3.10. No Use in Trademark or Logo. Unless you purchase a customised licence, you may not use content (in whole or in part) as the distinctive or distinguishing feature of a trademark, design mark, tradename, business name, service mark or logo. Additionally, you shall not be entitled to register such content (in whole or in part) as a trademark or rely on any such registrations, prior use, and/or accrued goodwill to prevent any third party use of the content or any similar content by Matthew Dever or our customers.
3.11. No Machine Learning, AI, or Biometric Technology Use. Unless expressly authorised by Matthew Dever, you may not use content (including any caption information, keywords or other metadata associated with content) for any machine learning and/or artificial intelligence purposes, or for any technologies designed or intended for the identification of natural persons. Additionally, Matthew Dever does not represent or warrant that consent has been obtained for such uses with respect to model-released content.
3.12 No Metadata Exploitation. Unless expressly authorised by Matthew Dever, you may not use the caption information, keywords, accompanying text, or other metadata associated with the content separate and apart from the content, or allow any third parties to access or use any such information associated with content.
4. Users of Licensed Content. The rights granted to you are non-transferable or sub-licensable other than in two exceptions:
4.1. Employer or client. If you are purchasing on behalf of your employer or client, then your employer or client can use the content. If you do not have the authority to bind your employer or client to the terms of this agreement then your employer or client may not use the content. The rights purchased may only belong to the named ‘Licensee’ (you or your employer/client) at the time of purchase. If you purchase a royalty-free image, only you or your employer/client may reuse that image for multiple projects.
4.2. Sharing and Storage Restrictions for RF Content. Sharing and storage restrictions apply for royalty-free content. Up to 10 individuals in total (not at any given time) may use an item of content, and all individuals must be from the same legal entity, however you may make RF content available for viewing by any of your employees, clients and subcontractors. There are no restrictions on where each individual may store the content. The raw file of content may not be provided to anyone outside of your legal entity other than subcontractors. To purchase rights for additional users please contact Matthew Dever. All sharing rights terminate at the end of the term and all content must be removed from your shared server, digital asset management system or other storage system and stored only on individual devices.
4.3. No User Restrictions for Download Packs. If you purchase a Download Pack, sharing and storage restrictions do not apply and an unlimited number of users within the same legal entity may use licensed content.
4.4. Subcontractors. You may allow subcontractors or distributors to use content in any production or distribution process related to your final project or end use. Subcontractors and distributors must agree to be bound by the terms of this agreement and may not use the content for any other purpose.
5. User Accounts. You are be responsible for tracking all activity for each user account and you agree to: maintain the security of all passwords and usernames, notify Matthew Dever immediately of any unauthorised use or other breach, and accept all responsibility for activity that occurs under each user account. Matthew Dever reserves the right to monitor downloads and user activity to ensure compliance with the terms of this agreement. Matthew Dever may suspend access to your account and seek further legal action if it is determined that you are in breach of this or any other term of this agreement.
6. Intellectual Property Rights.
6.1. Ownership of content. All licensed content is owned by Matthew Dever. All rights not expressly granted in this agreement are reserved by Matthew Dever. You may not assert any right to revenue from a social media website, content sharing platform or any other third party in respect of photocopying, digital copying, sharing, distribution or other secondary uses of the licensed content.
6.2. Attribution. All editorial rights-managed images should be credited. You must include a credit adjacent to the content or in production credits. The credit should be in the following form or as otherwise stipulated in the caption information accompanying the content on the Matthew Dever website: © Matthew Dever. You do not need to include a photo credit for commercial use but Matthew Dever requests that the licensee uses reasonable effort to provide the same credit line.
6.3. Use of the Matthew Dever name. You may use the name of Matthew Dever as necessary to give attribution.
7.1. Termination. This agreement may be terminated by Matthew Dever at any time if you breach any of the terms of this or any other agreement with Matthew Dever. In the case of termination you must immediately: cease using the content; delete or destroy any copies; and, if requested, confirm to Matthew Dever in writing that you have complied with these requirements.
7.2. Social Media Termination. The rights granted for using the content on a social media platform or other third party website shall immediately terminate if you use the content for its own purpose or in a way contrary to this agreement and in that event, upon Matthew Dever’ request, you agree to remove any content from such platform or website.
7.3. Content Withdrawal. Matthew Dever may discontinue licensing any item of content at any time in its sole discretion. On notice from Matthew Dever, or upon your knowledge, that any content may be subject to a claim of infringement of a third party’s right for which Matthew Dever may be liable, Matthew Dever may require you to immediately, and at your own expense: cease using the content, delete or destroy any copies; and ensure that your clients, distributors and/or employer do likewise. Matthew Dever will provide you with replacement content free of charge, subject to the other terms of this agreement.
8. Representations and Warranties.
8.1. Warranty of Non-Infringement. Matthew Dever warrants, for all licenced content, that your use of such content in accordance with this agreement and in the form delivered by Matthew Dever.
8.2. Additional Warranties for Certain Content.
8.2.1. RF: For licensed royalty-free content (excluding content marked “editorial”), Matthew Dever warrants that your use of such content in accordance with this agreement and in the form delivered by Matthew Dever will not infringe on any trademark or other intellectual property right, and will not violate any right of privacy or right of publicity.
8.2.2. RM/RR: For licensed rights-managed content where Matthew Dever specifically notifies you that a model and/or property release has been obtained, Matthew Dever warrants that your use of such content in accordance with this agreement and in the form delivered by Matthew Dever and will not, where a property release has been obtained, infringe on any trademark or other intellectual property right and/or will not violate any right of privacy or right of publicity.
8.3. Warranty Disclaimer. Unless specifically warranted above, Matthew Dever does not grant any right or make any warranty with regard to the use of names, people, trademarks, trade dress, logos, registered, unregistered or copyrighted audio, designs, works of art or architecture depicted or contained in the content. In such cases, you are solely responsible for determining whether release(s) is/are required in connection with your proposed use of the content, and you are solely responsible for obtaining such release(s). 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. You are also solely responsible for payment of any amounts that may be due under, and in compliance with any other terms of, any applicable collective bargaining agreements as a result of your use of the licensed content.
8.4. Caption/Metadata Disclaimer. While Matthew Dever has made reasonable efforts to correctly categorise, keyword, caption and title the content, Matthew Dever does not warrant the accuracy of such information, or of any metadata provided with the content.
8.5. No Other Warranties. Except as provided in this section above, the content is provided “as is” without 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. Matthew Dever does not represent or warrant that the content or its website meets your requirements or that use of the content or website will be uninterrupted or error free.
9. Indemnification/Limitation of Liability.
9.1. Indemnification of Matthew Dever. You agree to defend, indemnify and hold harmless Matthew from all damages, liabilities and expenses (including reasonable outside legal fees) arising out of or in connection with (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 with Matthew Dever; and (iii) your failure to obtain any required release for your use of content.
9.2. Indemnification of you. Provided that you are not in breach of this or any other agreement with Matthew Dever, and as your exclusive remedy for any breach of the warranties in Section 8, Matthew Dever agrees, subject to these terms, to defend, indemnify and hold harmless you and your respective employees from all damages, liabilities and expenses (including reasonable outside legal fees) arising out of or in connection with any breach or alleged breach by Matthew Dever of its warranties in Section 8 above. This does not apply to the extent any damages, costs or losses arise out of or are a result of modifications made by you to the content or the context in which the content is used by you. This also does not apply to your continued use of content following notice from Matthew Dever, or upon your knowledge, that the content is subject to a claim of infringement of a third party’s right.
9.3. The party seeking indemnification must promptly notify in writing the other party about the claim. The indemnifying party (the one covering the costs) has the right to assume the handling, settlement or defence of any claim or litigation. The indemnified party (the one not covering the costs) has to cooperate in any way reasonably requested by the indemnifying party. The indemnifying party will not be liable for legal fees and other costs incurred prior to the other party giving notice of the claim for which indemnity is sought.
9.4. Limitation of Liability. MATTHEW DEVER WILL NOT BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY LOST PROFITS, PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR OTHER SIMILAR DAMAGES, COSTS OR LOSSES ARISING OUT OF THIS AGREEMENT, EVEN IF MATTHEW DEVER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES. SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES OR LIABILITY.
10. General Provisions.
10.1. Assignment. This agreement is personal to you and is not assignable by you without Matthew Dever’s prior written consent. Matthew Dever may assign this agreement, without notice or consent, to any corporate affiliate or to any successor in interest, provided that such entity agrees to be bound by these terms.
10.2. Audit. Upon reasonable notice, you agree to provide to Matthew Dever sample copies of projects or end uses that contain licensed content, including by providing Matthew Dever with free of charge access to any pay-walled or otherwise restricted access website or platform where content is reproduced. In addition, upon reasonable notice, Matthew Dever may, either by himself or through a third party, audit your records directly related to this agreement and your use of licensed content in order to verify compliance with the terms of this agreement. If an underpayment is revealed by audit then in addition to paying Matthew Dever the amount you should have paid you also agree to reimburse Matthew Dever for the audit costs.
10.3. Electronic storage. You agree to retain the copyright symbol, the name of Matthew Dever, the content’s identification number and any other information or metadata that may be embedded in the electronic file containing the original content, and to maintain appropriate security to protect the content from unauthorised use by third parties. For back-up purposes, you may make one copy of the content.
10.4. Governing Law/Arbitration. Matthew Dever 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 you in the event that, in the opinion of Matthew Dever, such action is necessary or desirable to protect its intellectual property rights. Such arbitration proceedings shall be conducted in English and documentation presented and filed in English. The decision of the arbitrator shall be final and binding. Any arbitration proceedings shall be commenced within two years of the acts, events or occurrences giving rise to the claim.
10.5. Waiver. No action of either party, other than express written waiver, may be construed as a waiver of any provision of this agreement.
10.7. Entire Agreement. No terms of conditions of this agreement may be added or deleted unless made in writing and accepted in writing by both parties, or issued electronically by Matthew Dever and accepted by you. The terms of this agreement will apply in the event of any inconsistency between the terms of this agreement and the terms contained on any invoice sent by you.
10.8. Notice. All notices required to be sent to Matthew Dever under this agreement should be sent via email to firstname.lastname@example.org All notices to you will be sent via email to the email set out in your account.
10.9. Taxes. You agree to pay and be responsible for any and all sales taxes, use taxes, value-added taxes, withholding taxes and duties imposed by any jurisdiction as a result of the licence granted to you, or of your use of the licensed content.
10.10. Interest on Overdue Invoices. Matthew Dever may add a service charge of 1.5% per month, or a lesser amount as is allowed by law, if you fail to pay an invoice in full within the time specified, on any unpaid balance until payment is received.
10.11. Licensing Entity. The Matthew Dever licensing entity under this agreement is determined based on your billing address.