TERMS & CONDITIONS
 

IMPORTANT:  Read this document carefully before accepting to enter a licensing agreement with Alexander James Hamilton, a London based artist and founder of the Distil Ennui Studio™ since 1990. This is a binding agreement between you (“you”) and Alexander James Hamilton ("the artist"),  by checking the “I agree to the terms and conditions of this license agreement” checkbox, you are agreeing to be bound by the terms and conditions of this agreement. If you do not agree to be bound, do not click on the “I Accept” button. This Agreement is between you and the artist, and is effective on the date that you click “I Accept” button.
 
If you are entering into this Agreement in your capacity as an employee of an organisation, you are entering into the license hereunder on behalf of your employer and the terms and conditions herein apply to your employer, who shall herein be referred to as “You”. If you cease to be employed by your employer for any reason, this Agreement will continue with your employer and you must enter into another Agreement with Alexander James in order for you or your new employer to continue to use the Image(s), video or 3d model files (as that term is defined herein).
 
 

1.    TERMS AND CONDITIONS

The following terms & conditions apply when using Image(s), video(s) or 3d model files created by Alexander James Hamilton. (“Alexander James Hamilton”) the artist when sourced from www.UnderWaterImageLibrary.com 

 • 1.   ‘Non-Edition’ commercial prints are available by special request in sizes up to 12 metres in length, under rights managed terms; under the condition that there is to be no commercial resale of the print(s) at any time. These prints are available to interior designers, property developers and architects for permanent site specific installations only.

• 2.    Ownership. “Images, video, .stl & 3D models” in all forms on this website are owned exclusively by the artist. Each of these assets is protected by intellectual property laws including but not limited to copyright and trademark, and therefore may not be copied, duplicated, or transmitted by any means except by express written agreement with the artist. All rights not specifically granted herein are retained by the artist. This Agreement is a license to use pursuant to its terms, not a sale.

•  3.    Disclaimer Of  Warranty. the artist warrants, if applicable, the digital file that the artist provides to you, to be free from defects in material and workmanship for ninety (90) days from the date of purchase. The exclusive remedy for a breach of the foregoing warranty is the replacement of the digital file. Otherwise, all images and digital files provided to you by the artist are provided “as is” without any warranties or conditions of any  kind.  Alexander James Hamilton makes no representations with respect to any image, video or digital file, and, to the maximum extent allowed by applicable law, disclaims all representations, warranties, guarantees and conditions of any kind, express and implied, regarding the images or digital files, including without limitation, all representations, warranties, guarantees or conditions regarding non-infringement or other non-violation of rights, suitability, quality, merchantability or fitness for any particular purpose. Alexander James Hamilton makes no representations with respect to any image, video and 3d model files 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 image, and the artist gives no warranty as to the accuracy or authenticity of the images or any description of them or the identification of persons, objects or scenes appearing in them and shall not be liable to you for any of the foregoing, and you are responsible for obtaining all the necessary rights or consents regarding any of the above and/or as may be required for any use you shall make of said images.  Some jurisdictions do not permit the exclusion of implied warranties, and so the foregoing or parts thereof may not apply to you.
 
 

• 4.    Limitation Of Liability. In no event shall Alexander James Hamilton be liable for indirect, incidental, special, consequential, exemplary or punitive damages for any breach of it’s obligations or warranties, express or implied under this agreement (including loss of profits or business, lost opportunity or loss of business reputation), even if Alexander James Hamilton has been advised of the possibility of such damages. Alexander James Hamiltons entire liability and your entire remedy for any damages or loss you may suffer from any cause whatsoever, whether the action is based in contract, tort (including negligence) shall be limited to the amount paid by you for the image or the digital file. You acknowledge that the pricing reflects this allocation of risk and the limitation of liability specified in this agreement.

 

• 5.    Indemnity. You agree to indemnify Alexander James Hamilton (the artist) and its resellers, for any losses, costs, expenses, judgments, claims or damages of any kind arising out of your breach of this Agreement or your unauthorised use of any of the Images (including reasonable legal fees), including without limitation from: 

5.1    the use of any Image in breach of this Agreement or the provisions of the applicable Invoice (as that term is defined herein);

5.2    the use of any Image otherwise than in accordance with the rights granted to you herein or in the particular Invoice;

5.3    the use of any Image in such a manner that violates or infringes any right of any third party, including but not limited to the use of an Image without appropriate and/or necessary individual & property releases and permissions, consents or waivers of moral rights, and/or copyright or trademark infringement.

5.4    the unauthorised use by any third party to which you may have supplied any Image provided by the artist.

2.    LICENSING TERMS

• 6.    Grant. Subject to the terms and conditions of this Agreement, Alexander James Hamilton grants to You (and your employer if applicable) a non-exclusive (unless otherwise stated) non-sub licensable right to reproduce the selected Image(s) strictly in accordance with the rights and restrictions set forth in your Invoice, including but not limited to usage, media, time limits, print run, size, placement, industry, and geographic region(s). For the purposes of this Agreement, “Invoice” shall mean any and all documents provided to You that sets out the amount(s) payable by You in respect of the license of an Image hereunder and/or that sets out the rights and restrictions in respect of the use of the Image by You. Your payment of any such invoice shall constitute consent to such rights and restrictions and your agreement to adhere thereto.
 
 

• 7.    Electronic Storage of Images. Electronic storage by you of any Image is limited to a single copy on a single computer. You are not authorised to store an Image hereunder in a disc library, jukebox, network or other storage facility. Digital image files are encrypted with tagging information unique to individual clients, it is a requirement of this agreement that clients agree to operate secure data usage and access management at all times.
 
 

• 8.    Fees and Payment. Your fee for the rights granted herein is set out in your Invoice in respect of the particular Image. No use or reproduction of an Image is permitted prior to full payment of the Invoice amount. Any prior use or reproduction of an Image shall constitute a breach of this Agreement and a violation of the intellectual and property rights of the artist. Your fees in respect of an Image shall be paid as set out in the Invoice for the Image. Such fee is based on the rights and restrictions set forth in this Agreement and in your Invoice in respect of the particular Image, and there can be no enlargement or expansion of those rights without the prior written consent from the artist.
 
 

• 9.    Late Payment Charge. If You fail to pay any amount set out in an invoice in full within thirty (30) days of the amount becoming payable under the terms of the Invoice, a service charge of one and one half percent (1.5%) per month (eighteen percent (18%) per year), or the maximum amount allowable by applicable law, shall be charged to You on such unpaid amount. Alexander James Hamilton reserves the right, in its sole and absolute discretion, to terminate the license granted herein if payment is not made in full by You within thirty (30) days of the amount becoming so payable, subject to the artists right to damages arising out of such non- payment. 

• 10.    Cancellation. Cancellation of a license in respect of an Image is permitted if you so request it in writing as follows: 

Within 14 days of entering into an agreement and provided no use of the Image has been made by you, a credit will be issued of up to (50%) percent of the invoiced amount.

 If any use of the Image has been made by you and/or if such request is made after 14 days - no credit will be issued. 
 
 

• 11.    Comping. If Alexander James Hamilton provides an Image to You for comping purposes, then: 

11.1    Subject to the terms and conditions of this Agreement, the artist hereby grants to You (and your employer if applicable) a non-exclusive, non-sub licensable right to use the Image(s) on your personal computer for a period of thirty (30) days from the date that the Image(s) is provided to You and the grant of rights set out in Section 5 hereof shall not apply;
 

11.2    You agree to restrict the use of any comped Images to materials solely distributable within your organisation for test or sample use or for demonstration purposes for a client. No other use, and specifically no other use outside of your organisation in print, digital or any format whatsoever is permitted; and 

11.3    At Alexander James Hamiltons' or the company’s authorised distributor’s discretion, you shall pay, prior to being provided any Image, an up-front comping fee of £35 per high resolution, non-watermarked comping Image. If, at any time within the thirty (30) day comping license period, You agree in writing to license such comped Image in  accordance with Section 5 hereof (a full license), the amount of your comping fee will be deducted from your license fee for the full license. 

• 12.    Obligations with Use. You shall:

12.1    retain the copyright notice of Alexander James Hamilton and the Image number as displayed on the Image and as included as part of the electronic file;

12.2    use each Image in compliance with all applicable laws, including, but not limited to, laws and regulations relating to copyright and moral rights;

12.3    immediately provide to Alexander James Hamilton the full particulars of any claim or threatened claim by a third party in respect of all or any part of an Image; or

12.4    provide a credit next to any Image used in an editorial manner as follows: ‘(c) Alexander James Hamilton – www.DistilEnnui.com'. In the event that you fail to provide such a credit for any reason for any Image used in an editorial manner, you agree to promptly pay an additional fee equal to 25% of the original Invoice amount for the particular Image as liquidated damages and to prospectively provide such credit. 
 
 

• 13.    Restrictions on Use. You shall not:

13.1    make any use of an Image in whole or in part that is not expressly provided for in this Agreement or in your Invoice in respect of the Image; or

13.2    use any Image, in whole or in part, for or in association with any pornographic purposes, or in any manner which is or could be considered to be libelous or defamatory, or that in any way is or could be potentially unflattering, demeaning or controversial for any model or person depicted in the Image, including but not limited to, “Sensitive Issue” subjects such as contraception, sexual or implied sexual activity, sexual preferences, dating services, chat lines, substance abuse, physical or mental abuse, violence, poverty, homelessness, dysfunctional family matters, alcohol, tobacco, AIDS, cancer or other serious physical or mental ailment or disability or serious physical or mental disease or any diagnostic test for same.

13.3    Use of an Image in any unauthorised manner shall constitute a breach of contract and further, may constitute an infringement of the rights of Alexander James Hamilton and may subject you to damages for infringement or unauthorised use.

Note: If you have any questions regarding application of the above limitations or restrictions, or you wish to request Sensitive Issues clearance from the artist, please do not hesitate to email immediately at: Info@DistilEnnui.com.

13.4    Model, Property and Other Releases and Consents. You can ask Alexander James Hamilton directly to obtain a copy of an individual and/or Property release where required. You acknowledge that Alexander James Hamilton gives no representation, warranty, guarantee or undertaking that any rights, releases or consents which are required, desirable or necessary for reproduction have been or will be obtained whether in relation to the use of names, people, intellectual property rights or any underlying works of whatever nature depicted in any Image, or that any waivers of any moral rights have been obtained. You must satisfy yourself that, and take full responsibility for, all necessary rights, individual releases or consents and waivers as may be required or desirable or necessary for reproduction and your usage are obtained. Delivery of an existing release (upon request) by Alexander James Hamilton to you does not warrant validity of such release.  

3.    GENERAL TERMS AND CONDITIONS

1.    Assignment. Alexander James Hamilton may assign this Agreement without your approval. You shall not assign this Agreement in whole or in part without Alexander James Hamilton’s written approval, except as may be specified in your Invoice.

2.    Digital File Condition. You are responsible for examining any digital file of the Image(s), video(s) and 3d model file(s) before effecting reproduction. Accordingly, the artist is not responsible for any damage resulting from any defect or alleged defect in any digital file or its caption or in any way from its reproduction.

3.    Access to Information. You agree to supply to the artist, upon request, complete and accurate information and copies of all records and accounts pertaining to the reproduction of Image(s), video(s) and 3d model file(s) licensed by the artist to you to ensure compliance with the terms of the Invoice provided by Alexander James Hamilton to you.

Governing Law. This agreement shall be interpreted and governed by the laws of the United Kingdom applicable to agreements fully executed and performed therein, as if so executed and performed, without regard to the conflicts of law rules applicable therein. All disputes arising hereunder shall be adjudicated in the courts of United Kingdom, except that Alexander James Hamilton shall have the right to commence an action in any other court of competent jurisdiction in your home country.

4.    Amendment and Waiver. This Agreement may only be amended by written agreement. No waiver or consent by Alexander James of or to any breach or default of this Agreement by you will be effective unless evidenced in writing. No waiver or consent effectively given as aforesaid will operate as a waiver or consent of or to any other right or other or further breach or default in relation to the same or any other provision of this Agreement.

5.    Survival. Such provisions of this Agreement that, by their nature, would be expected to survive termination of this Agreement shall survive any such termination.

6.    Breach. In the event of any breach of this agreement by You, You agree to be responsible for the reasonable legal fees and court costs of the artist in the event that Alexander James Hamilton is required to enforce its rights by commencing an action under these provisions.