If you would like the Vaccines to consider using your Photograph then we need to have an agreement. The agreement will be with Sony Music Entertainment UK Limited which is the Vaccines’ record company. If you are using the Instagram App, this agreement is separate from and different to your agreement with Burbn’ Inc T/A Instagram.
We wish to use photographs provided for the purpose of creating videos, artwork and other graphical works which are to be used in the marketing and promotion of recordings by the Vaccines. We may edit and adapt the photographs you supply as part of this process. We also wish to use (and allow others to use) the resulting video and images for commercial purposes. These commercial purposes may include (but are not limited to) digital distribution of the resulting video and images by means of streaming and download, distribution of the resulting video and images in physical formats, displaying the images on websites, TV, in print, in posters, in advertising and in all other physical and digital media in connection with the Vaccines and/or their recordings.
You must have taken the Photograph and if the Photograph includes a person, image or other graphical work (such as a painting for example only), then all persons included in the photograph and the owners of the graphical works must also enter this agreement and/or you must ensure that you have each of their full consent to enter this agreement. All of these people have rights that could be infringed by you providing the Photograph and its use by us. By Ticking the box below you accept the following terms and conditions:
1.1 You acknowledge and agree that the following Terms of Use constitute a legally binding agreement (hereinafter the “Agreement”) between you (hereinafter the “PROVIDER”) and Sony Music Entertainment UK Limited (hereinafter “SONY”) in relation to the supply by you of one or more Photographs through the Instagram App or website or by email to the Vaccines Video website currently located at the URL http://www.vaccinesvideo.com/ (hereinafter “Website”) and the subsequent uses of those Photographs. You represent and warrant to SONY that you have read and understood the Terms of Use, and that you have the legal capacity to enter into this Agreement.
1.2 SONY reserves the right to change, alter, replace or otherwise modify these Terms of Use at any time. The date of last modification is noted at the end of the Terms of Use. It is the PROVIDER’s responsibility to check the Terms of Use from time to time for updates.
1.3 SONY PARTY means SONY, SONY’s successors and assigns, the Vaccines and the respective licensees of each of the foregoing. INSTAGRAM APP
2.1 In providing Photographs to the Website for Sony’s use using the Instagram App you agree to comply with all terms of your user agreement with Burbn’ Inc T/A Instagram (“User Agreement”) and the terms of this Agreement shall survive any termination by you or Burbn’ Inc T/A Instagram of the User Agreement.
2.2 In the event of any inconsistency between this Agreement and the User Agreement this Agreement will have precedence. USER GENERATED CONTENT
3.1 PROVIDER has supplied through the Website one or more Photographs for use and exploitation by SONY. SONY does not agree to make use of any Photographs provided.
3.2 For the purpose of this Agreement “Photographs” shall mean the photograph and the persons and any other images recorded in the photograph supplied by PROVIDER through the Website.
3.2 PROVIDER agrees that SONY may edit, adapt, rework or otherwise change any Photograph in its absolute discretion.
3.3 PROVIDER acknowledges that each Photograph provided to SONY through the Website may be protected by copyrights, trademarks, service marks, patents or other intellectual property rights and laws. PROVIDER must not upload, display, send, transmit or otherwise make available any Photograph in which PROVIDER does not have all appropriate rights to do so. Unauthorized copying, distribution, modification, display, public performance or other unauthorized use of copyrighted works by PROVIDER may constitute an infringement of the copyright holders' rights and may result in civil litigation and criminal prosecution.
4.1 PROVIDER represents and warrants to SONY that:
(a) each Photograph supplied by PROVIDER does not and shall not violate the rights of any third party, including, but not limited to, image rights, privacy rights, copyrights, performer’s rights, moral rights, trademark rights and/or any other intellectual property rights;
(b) each Photograph supplied by PROVIDER does not and shall not create any liability for SONY, its successors and assigns and their respective licensees;
(c) each Photograph supplied by PROVIDER is an original work by PROVIDER and PROVIDER has all necessary rights, licenses, consents and permissions to use, and to authorize SONY to use, any and all copyrights, performance rights or other intellectual property rights in and to PROVIDER’s Photographs in order to use the Photographs as contemplated herein;
(d) PROVIDER has any and all necessary licenses and consents for any and all persons, performances and copyright works recorded as part of a Photograph.
5.1 SONY rights in the PROVIDER’s Photographs are non-exclusive. After posting a Photograph on or through the Website, PROVIDER shall retain any rights that PROVIDER has in a Photograph but subject to the license SONY requires so that it can use and exploit the Photograph:
5.2 By posting a Photograph to the Website, PROVIDER grants SONY, its successors, licensees and assigns and each of their respective licensees an irrevocable, perpetual, worldwide, non-exclusive, royalty-free, fully paid up, license to adapt, use, copy, transmit, broadcast, make available or otherwise distribute, publicly perform, digitally perform and/or otherwise use any Photograph in any medium and in any manner now or hereafter known (including in conjunction with sounds and films) without any payment to you (or any third party) of any nature.
5.3 For the avoidance of doubt this license grants SONY the right to sell and otherwise commercially exploit a Photograph in any medium and in any manner now or hereafter known, under any artist names, trademarks, trade names and labels.
5.4 For the avoidance of doubt this license may not be revoked or otherwise terminated by PROVIDER.
6.1 PROVIDER agrees to indemnify, defend and hold harmless the Vaccines and SONY, its successors , licensees and assigns and the licensors of each, and their respective, affiliates, vendors, distributors from and against any and all claims, obligations, damages, losses, expenses, and costs, including reasonable attorneys' fees, resulting from:
(a) any breach of this Agreement;
(b) any use of a Photograph supplied by PROVIDER or by any other person or third party under these terms of use, including, but not limited to, any third party claim of infringement of a copyright or other intellectual property right or invasion of privacy.
6.2 PROVIDER irrevocably waives the right to assert any claim against the Vaccines or SONY or any SONY PARTY in relation to the use of Photograph, including, but not limited to any claim arising from, copyright, performer’s rights, moral rights and trademarks.
MISCELLANEOUS7. SONY and any SONY PARTY may assign the rights granted under this Agreement, in part or in whole, to any third party at any time without notice.
8. This Agreement shall be subject to the laws of England.
9. Should one or more provision of this Agreement be unlawful, void, or unenforceable, such provision(s) shall be deemed severable and will not affect the validity and enforceability of the remaining provisions of the Agreement and the remainder of the Agreement will thus remain in full force and effect.
10. This Agreement constitutes the entire agreement between SONY and PROVIDER, and supersedes any prior agreement between SONY and PROVIDER.
19th July 2011