Amendments - 8th October 2006
A detailed explanation of the changes made under each clause is outlined below. Please be aware of the following points when reviewing the amendments:
- All references to "My Account" have been changed to "My Alamy".
- All references to "Zones" have been removed.
- The Alamy Green Commission schedule is no longer available to new contributors.
- If there has been a spelling or grammatical change then this has not been listed.
- If a clause has changed in no major way except in number then this has not been listed.
- All references to Withholding tax (WHT) have been removed.
Preliminary
Clause Change Original Replacement N/A Amendment The following provisions record the legal terms and conditions upon which Alamy Limited, hereafter referred to as "Alamy" provides services which facilitate the licensing of Images by Contributors to third parties. The following provisions record the legal terms and conditions upon which Alamy Limited, hereafter referred to as "Alamy" acts as an agent in the licensing of Images by Contributors to third parties. a. Amendment Control country, usage, media type and industry in which their Images are available for use by Customers Control country, usage, media type and industry in which their Images are available for use by Customers (this applies to Traditionally Licenced images and not to Royalty Free images) b. Amendment Control whether each Image they submit is displayed as a Traditional Licence (with or without Rights Protection) or Royalty-Free Licence Image. Control, subject to clause 4(b), whether each Image they submit is displayed as a Traditionally Licenced (with or without Rights Protection) or Royalty-Free. N/A Amendment The contract may be varied at any time in accordance with the clause "Contracting Parties" clause c below. The contract may be terminated by Alamy or the Contributor in accordance with the section entitled "Termination" below. The contract may be varied at any time in accordance with the clause "Contracting Parties" clause c below, subject to the Contributor's right of termination in clause 18(a)(iii). The contract may be terminated by Alamy or the Contributor in accordance with the section entitled "Termination" below.
Definitions
Definition Change Original Replacement "Prior Rights" Amendment means in respect of any Image any Licence or other right granted by or on behalf of the Copyright Owner for the use of that Image in any territory, media or otherwise. means in respect of any Image any Licence or other right granted by or on behalf of the Copyright Owner for the use of that Image in any territory, media or otherwise. Prior Rights include without limitation, where an Image has previously been Licensed by Alamy and then deleted from the System, those previous Licences by Alamy. "Order Processing Fee" Amendment means the Alamy fee charged on the Gross Licence Fee for Credit Card Processing or Invoicing and Collection from Customers with Accounts. For the avoidance of doubt, where a company within the Alamy group licences an Image to a Customer, and this licence sale is subject to sales tax (e.g. VAT), then the order processing fee is calculated on the Net Licence Fee and the sales tax element added together. means the Alamy fee charged on the Gross Licence Fee for Credit Card Processing or Invoicing and Collection from Customers with Accounts. For the avoidance of doubt, where a company within the Alamy group licences an Image to a Customer, and this licence sale is subject to sales tax (e.g. VAT), then the order processing fee is calculated on the Gross Licence fee ( i.e. the Net Licence Fee and the sales tax element added together). By example for sales subject to Alamy's 35% commission this will amount to an Alamy commission of 35.875%.
Appointment of Alamy
Clause Change Original Replacement b. New clause N/A Where the Contributor appoints Alamy as its agent to grant Royalty-Free Licences in respect of an Image, Alamy may vary the Licences it grants in respect of that Image from Royalty-Free to Traditionally Licenced by giving 45 days prior notice to the Contributor at any time. If the Contributor notifies Alamy during the 45 day notice period that it does not agree to such variation then Alamy may either continue to grant Royalty-Free Licences in respect of that Image or, at Alamy's option, may delete that Image from the System.
Commission, Fees, Payment and Acceptance
Clause Change Original Replacement f. iv. Amendment all other amounts due to Alamy from the Contributor. all other amounts due to Alamy from the Contributor including, where Alamy is entitled to be indemnified by the Contributor in the circumstances set out in clause 10(r), a sum representing the likely total amount of such indemnity. Tax
Clause Change Original Replacement a. Removed The Contributor must (as part of the registration process or otherwise) complete a declaration confirming which territory he/she is tax resident in.
Where the Contributor is tax resident in an overseas jurisdiction, Alamy will deduct withholding tax from the royalties paid in accordance with the terms of the double tax treaty between the UK and the relevant overseas jurisdiction, where applicable.
If for any reason the Contributor is not entitled to benefit from the reduced rate of withholding tax under the treaty (including, without limitation, where the Contributor supplies incorrect or inaccurate information in connection with the declaration required under this Clause 6), the Contributor shall immediately on demand by Alamy pay to Alamy any additional withholding tax due (together with any associated interest and penalties incurred by Alamy). The Contributor must immediately notify Alamy in the event of any change in his/her tax residence
N/A b. Amendment Alamy may recover by debiting the Contributor's account any moneys due to Alamy under clauses a or b above in respect of tax and any associated interest or penalties. Alamy may recover by debiting the Contributor's account any moneys due to Alamy under clause a above in respect of tax and any associated interest or penalties.
Representations, Warranties and Undertakings by Contributor
Clause Change Original Replacement f. Amendment where the Contributor has indicated that a Release is available he/she must have access to that Release and must be able to make the original available to Alamy if it is requested by Alamy; where the Contributor has indicated that a Release is available he/she must have access to that Release and must be able to make the original available to Alamy if it is requested by Alamy; the Contributor warrants that all such Releases will (a) be legally binding and (b) (except as otherwise notified to Alamy via the Alamy web site or, with the agreement of Alamy, via email) authorise all uses of the Images anywhere in the world including without limitation uses in relation to sensitive issues; g. Amendment The Contributor warrants that all information he/she gives to Alamy by any means (including without limitation via the Alamy web site or through spreadsheets) concerning for any Images will be true and accurate and that all of which Alamy is informed of by the Contributor will (a) be legally binding and (b) (except as otherwise notified to Alamy via the Alamy web site or, with the agreement of Alamy, via email) authorise all uses of the Images anywhere in the world including without limitation uses in relation to sensitive issues. The Contributor agrees to indemnify Alamy against all losses, damages, expenses and costs (including legal costs) arising out of any breach of this warranty, including without limitation where the Contributor has stated there is a Release for an Image but no such Release exists, or where the Contributor has stated information regarding the Release which proves to be incorrect; The Contributor warrants that all information he/she gives to Alamy by any means (including without limitation via the Alamy web site or through spreadsheets) concerning any Images will be true and accurate and will not infringe any copyright; j. Amendment the Contributor understands that they assign the licence types available on the website to each Image they submit, and that the Contributor understands the implications of each licence type(s) they select. The Contributor understands that once a licence type is chosen it cannot be changed; the Contributor understands that they assign the licence types available on the website to each Image they submit, and that the Contributor understands the implications of each licence type(s) they select. The Contributor understands that once a licence type is chosen it cannot be changed unless changed by Alamy from Royalty-Free to Traditionally Licenced under clause 4(b); k. New clause N/A none of the keywords supplied by the Contributor for any Image has been copied from the keywords for an Image of any other contributor. Alamy reserves the right to delete any group of keywords which in Alamy's opinion contain copies of another contributor's keywords. q. New clause N/A The Images comply with all Alamy's technical, quality, content and other criteria and requirements as set out on the Alamy site at the time of their submission. Alamy reserves the right to delete any Images which do not comply with any of these criteria. r. New clause N/A The Contributor will keep Alamy fully indemnified against all losses and all actions, claims, proceedings, costs and damages (including any damages or compensation paid by Alamy on the advice of its legal advisors to compromise or settle any claim) and all legal costs or other expenses arising out of any breach of any of the above warranties or of any other obligations of the Contributor under this Agreement.
Pricing and promotion
Clause Change Original Replacement e. New clause Alamy shall have the right to add, amend or delete any keywords for an Image if in Alamy's opinion this would be likely to increase the sales potential for that Image. Termination
Clause Change Original Replacement a. iii. New clause where Alamy gives 45 days notice to vary the contract pursuant to clause 3(c), by written notice to Alamy at any time during that 45 day period expiring at the end thereof. e. Amendment Alamy may at its discretion delete any Image which has not been licensed during such period as Alamy may determine. Alamy may at its discretion, without terminating this contract in relation to the Contributor’s other Images, delete any individual Image(s) which have not been licensed during such period as Alamy may determine.