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10th December 2003

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Amendments - 10th December 2003

User: info@alamy.com, Date: 01/07/03, Time: 12:00:00 GMT

Alteration to the Contributor agreement on 12.00 GMT, 10th December 2003

A detailed explanation of the changes made under each clause is outlined below. Please be aware of the following points when reviewing the amendments:

  1. Preliminary

    Clause Change Original Replacement
    N/A Amendment

    The following provisions record the legal terms and conditions upon which Alamy.com Holdings (Jersey) Limited, hereafter referred to as "Alamy.com" provides automated on-line broker services for the Licensing of Images by Copyright Owners and Agents to third parties.

    By clicking the "I agree" button, the Copyright Owner or Agent accepts that a legally binding contract has been entered into with Alamy.com on the basis set out below.

    The following provisions record the legal terms and conditions upon which Alamy.com Holdings (Jersey) Limited, hereafter referred to as "Alamy" provides services which facilitate the licensing of Images by Contributors to third parties.

    By clicking the "I agree" button, the Contributor accepts that a legally binding contract has been entered into with Alamy on the basis set out below.
    i. Amendment to add the Images contributed by the Copyright Owner or Agent to one or more of its Gallery databases as specified in the Listing Confirmation; to add the Images contributed by the Contributor to one or more of its Gallery Databases;
    ii. Amendment on behalf of the Copyright Owner to License (or permit any Alamy.com Group company to license) the Images to Customers on the basis of Alamy.com's standard Royalty-Free License or Traditional License (with or without Rights Protection); on behalf of the Contributor to license (or permit any Alamy Group company to license) the Images to Customers on the basis of a Royalty-Free Licence or Traditional Licence (with or without Rights Protection) as defined by Alamy;
    iii. Amendment to deduct its commission and fee for Listing Services as set out in the Alamy.com Fees and Commissions Schedule; and to deduct its commission and fees as set out in the Alamy Fees and Commissions Schedule; and
    a. Amendment Control country, usage, media type and industry in which their images are available for sale in. Control country, usage, media type and industry in which their Images are available for use by Customers.
    b. Amendment Control whether each image they submit is displayed as a Licensed (with or without Rights Protection) or Royalty Free image. Control whether each Image they submit is displayed as a Traditional Licence (with or without Rights Protection) or Royalty Free Licence Image.
    f. Amendment Set their own prices for their images if the Contributor is a Royalty-Free Agency. Set their own prices for their images if the Contributor is a Royalty-free agency (subject to clause c of the Section entitled Pricing and Promotion).
    N/A Deletion Where the contract is entered into by an Agent s/he represents that s/he has the authority of the Copyright Owner.  
    N/A Amendment

    A contract shall be entered into between Alamy.com and any Copyright Owner or Agent when the Registration process is completed by the Contributor and they have ticked the accepting the Contributor Agreement box during the Registration Process. The contract shall comprise that Registration Form and the terms and conditions set out or referred to below.

    The contract may be varied or substituted at any time under the section entitled "Contracting Parties" clause c below. The contract may be terminated by Alamy.com or the Copyright Owner or Agent in accordance with the section entitled "Termination" below.

    This agreement shall apply to Images submitted by the Contributor as soon as the Registration process is completed by the Contributor, or by Alamy on behalf of the Contributor with consent from the Contributor, and they have ticked the accepting the Contributor Agreement box during the Registration Process. The Registration Form shall form part of this agreement.

    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.

  2. Definitions

    Definition Change Original Replacement
    "Adult Release" Amendment (name changed to Model release) means any written release signed by or on behalf of any living person or the estate of a deceased person or an infant whose likeness is incorporated in whole or in part in any Image means any written release which, having regard to applicable law in any jurisdiction in the world, is necessary or desirable to secure from or on behalf of any living person or the estate of a deceased person or an infant whose Image is incorporated in whole or in part in any Image
    "Agent" Amendment means the person who acts on behalf of the Copyright Owner whose name and address is provided on-line to Alamy.com and recorded at Registration means the agent whose name and address is provided on-line to Alamy and recorded at Registration and who acts on behalf of the Copyright Owner
    "Alamy" Amendment means Alamy.com Holdings (Jersey) Limited or any other person to whom it may assign it rights under this contract means Alamy.com Holdings (Jersey) Limited or any other person to whom it may license or assign its rights under this contract
    "Alamy Group" Amendment means Alamy.com and any person which is Alamy.com's holding company or any subsidiary of such a holding company means Alamy and its Holding Company and all Subsidiaries of those entities and "Subsidiary" means a subsidiary within the meaning of Section 736 of the Companies Act 1985 as amended by Section 144 of the Companies Act 1989 and "Holding Company" means a holding company within the meaning of Section 736 of the Companies Act 1985 as amended by Section 144 of the Companies Act 1989.
    "Copyright Owner" Amendment means the person who is represented as owning the copyright in any Image and whose name and address is provided on-line to Alamy.com and recorded at Registration means the person who is represented as owning the copyright in any Image
    "Customer" Amendment means any third party individual, partnership or corporation who may be intermediaries or end-users and to whom a Royalty-Free License or Traditional License (with or without Rights Protection) is or is proposed to be granted utilising the System means any third party individual, partnership, corporation or other entity who may be intermediaries or end-users and to whom a Licence is or is proposed to be granted by Alamy
    "Custom Pricing" Amendment means pricing agreements entered into with Customers where images are Licensed for set amounts, dependent upon usage, These license prices may vary from those of the Alamy.com license calculator. means pricing agreements entered into with Customers where images are licensed for set amounts, dependent upon usage or dependent upon volumes of Images purchased. These licence prices may vary from those of the Alamy licence calculator.
    "Gallery" Amendment (Name changed to Gallery Database) means any digital library or catalogue of Images maintained or accessed via Alamy.com which shall be divided into a Royalty-Free Section, Traditional Licensing Section and a Collections Section means any digital library or catalogue of Images maintained or accessed via Alamy which may be divided in any manner including, by way of example into a Royalty-Free Section and a Traditional Licensing Section.
    "Image" Amendment means any digitised photograph which is the subject of a Listing Confirmation, accepted by Alamy.com and entered into the Gallery means any digitised photograph illustration or other image of whatever nature which is the subject of a Listing Confirmation, accepted by Alamy and entered into the Gallery Database
    "Listing Services" Deletion means the services which may be provided by Alamy.com in respect of the submission, storage, display and indexing of an Image including but not limited to translation, captioning, manner and location of display  
    "My Images" Deletion means the website pages which the images contributed by the Contributor are displayed and where relevant details for images may be added or amended.  
    "Promotional / Marketing Material" New definition   means promotional and marketing material that shall include, but not be limited to PR pieces (for example: articles in magazines or newspapers; magazine competition/subscription offers; magazine cover mounts; Front, inside and back cover images), events (for example: inclusion of work in panels or other materials for Alamy events and third party events with which Alamy is involved; trade stands), direct mail (for example: inclusion of Images in printed mailing or promotional piece, Magalogue, postcards), advertisements (for example: guides to stock; magazine advertisements; magazine inserts; banner advertisements; ambient media, e.g. projection onto a wall, image on a promotional coffee cup), email newsletters and text/image based e-promos (for example: Alamy e-newsletters; viral newsletters and competitions ), search engine listing and promotion, multi media (e.g. promotional CD-ROMs).
    "Property Release" Amendment means any written release which, having regard to applicable law in any jurisdiction in the world, is necessary or desirable to secure from the owner of any property which Image is incorporated in whole or in part in any Image means any written release from the owner and/or occupier of any property whose permission is necessary or desirable for Images incorporating in whole or in part that property to be published in any jurisdiction in the world
    "Registration" Amendment means the on-line display on the System at the time the Contributor clicks the "Register" button at the end of the Registration process and which will have detailed:
    1. the name and address of the Contributor and the bank account details (if applicable) for payment to the Contributor
    2. the currency in which the Contributor desires that Net License Fees which are Cleared Funds are to be remitted to him/her
    3. Registration details may be varied on-line and new details are applicable from the time the Contributor changes the details in My Account
    		 means the on-line display on the System at the time the Contributor completes the Registration process and which will have included:
    1. the name and address of the Contributor and the bank account details (if applicable) for payment to the Contributor
    2. the currency in which the Contributor is to be paid.

    Registration details may be modified on-line and new details are applicable from the time the Contributor, or anyone authorised on behalf of the Contributor, changes the details in My Account
    "Releases" Amendment means an Adult Release, Property Release or any other release of a third party right which it is necessary or desirable to obtain in respect of any Image means a Model Release, Property Release or any other release of a third party right including without limitation any copyright, trade mark or other intellectual property right, which it is necessary or desirable to obtain in respect of any Image
    "Royalty-Free Licence" Amendment means any Royalty-Free License in Alamy.com's standard form from time to time granted by Alamy.com on behalf of a Copyright Owner during the period of this contract in respect of any Image included in the Royalty-Free Section means any Royalty-Free Licence as defined and granted by Alamy on behalf of a Contributor during the period of this contract in respect of any Image defined by the Contributor as Royalty-Free.
    "Royalty-Free Section" Deletion means the Alamy.com digital library or catalogue of Images intended for licensing to Customers for a single up-front payment under the terms of the Alamy.com Royalty-Free License  
    "Sub Agent" Amendment means an agent of the Contributor who represents the Contributor means an agent of the Contributor who represents the Contributor, where the Contributor is an Agent
    "Substantially Similar" Deletion means that when one Image is compared to another Image, all or most of its principal elements of subject matter are depicted in a way that may reasonably cause a person viewing each Image side by side to believe one Image is the same or substantially the same as the other Image  
    "System" Amendment means the on-line broker System operated by Alamy.com for the automatic brokering by License of Images by Contributors to Customers means the on-line System(s) operated by Alamy from time to time, including the web site at www.alamy.com and any other internet based System for the licensing of images which Alamy may operate from time to time under the Alamy brand.
    "Traditional License" Amendment means any tailored License in Alamy.com's standard form granted by Alamy.com on behalf of a Copyright Owner during the period of this contract in respect of any Image included in the Traditional Licensing Section means any tailored Licence as defined and granted by Alamy on behalf of a Contributor during the period of this contract in respect of any Image defined by the Contributor as Traditionally Licensed and combining rights defined by: territory, period, media, industry, print run and other relevant criteria.
    "Traditional Licensing" Deletion means the Alamy.com digital library or catalogue of "Images Section" intended for licensing to Customers with tailored terms selected on-line by Customers and which comprises non exclusive rights defined by:
    1. territory
    2. period
    3. industry
    4. media
    5. print run and other conditions and which also permits Customers to purchase a Rights Protection License with an exclusive element
    		  

  3. Contracting Parties

    Clause Change Original Replacement
    b. Amendment Where the Contributor is the Copyright Owner Alamy.com is agent for the Copyright Owner. Where the Contributor is itself agent for the Copyright Owner Alamy.com is sub agent but Alamy.com's contract is with the agent only Where the Contributor is itself Agent for the Copyright Owner Alamy is sub agent but Alamy's contract is with the Agent only
    c. Amendment Alamy.com may change these terms and conditions by giving 45 days prior notice at any time. Alamy may vary this agreement by altering or deleting any of its provisions or adding any new provisions by giving 45 days prior notice at any time.

  4. Appointment of Alamy

    Clause Change Original Replacement
    a. Amendment The Contributor appoints Alamy.com as its Agent to grant Royalty-Free Licenses or Traditional Licenses (with or without Rights Protection) in any Image, using the System. The Contributor appoints Alamy as its agent to grant Royalty-Free Licences or Traditional Licences (with or without Rights Protection) in respect of any Image, using the System.

  5. Commission, Fees, Payment and Acceptance

    Clause Change Original Replacement
    a. Amendment Alamy.com shall charge in US Dollars to the Contributor: Alamy shall charge in US Dollars to the Contributor commission and fees in line with the Alamy Fees and Commissions Schedule:
    a.i. Deletion a commission or commissions at its published rates on all License Fees which may include the commission due to any Agent who allows an Image to be listed in a section of the Gallery maintained by him/her; and  
    a.ii. Deletion fees at its published rates for the Listing Services.  
    b. Amendment Alamy.com may on 45 days' prior notice at any time change the amount of its charges referred to in this section clause a Alamy may on 45 days' prior notice at any time change, delete or add to the commission and fees referred to in this section clause a
    c. Amendment Within 14 days of the end of each month Alamy.com shall provide the Contributor with a statement on-line for that previous month. The statement shall for that period: Within 14 days of the end of each month Alamy shall provide the Contributor with statements on-line for that previous month. The statements shall be in US Dollars and for that period:
    c.iv. Amendment specify the balance due to the Contributor being Net Licence Fees received after the deduction of the debit balances on the Contributor's account and any payment to charity; specify the balance due to the Contributor being Net Licence Fees less Commission received after the deduction of the debit balances on the Contributor's account;
    c.v. Amendment specify the date and bank account details for the payment due to the Contributor. specify the date and the amount for the payment due to the Contributor.
    d. Amendment The net balance for each Month shown in the statement shall be paid to the Contributor in the currency specified at Registration within 30 days of the end of that Month. The payment due for each Month shown in the statement shall be paid to the Contributor in the currency specified in My Account within 30 days of the end of that Month
    e. Amendment Amounts due to the Contributor shall be converted from the currency in which it has been received by Alamy.com to the currency for payment at the rate prevailing on the business day immediately preceding the date of payment. Amounts due to the Contributor where the Contributor is not paid in US Dollars shall be converted from US Dollars to the currency for payment at the rate provided by Alamy's payment provider on the date of payment.
    f.i. Amendment Alamy.com may recover by debiting a Contributor's account or otherwise any sum incorrectly or inadvertently paid to Alamy.com by a Customer which has been credited to the Contributor's account. Alamy may recover by debiting a Contributor's account or otherwise:

    any sum incorrectly or inadvertently credited to the Contributor's account.
    f.ii. New clause   any amounts due from the Contributor to Alamy or any other Alamy Group company, where the Contributor is also a purchaser from any Alamy Group company,
    f.iii. New clause   all costs and handling charges incurred by Alamy but properly payable by the Contributor including without limitation: non-payment of postage of items sent to Alamy, import taxes charged to Alamy where customs values have been incorrectly entered for submissions sent to Alamy, and charges from the Contributor's bank recharged to Alamy's payment provider.
    f.iv. New clause   all other amounts due to Alamy from the Contributor.
    g. Amendment Acceptance of an Image by Alamy.com shall be at Alamy.com's sole discretion and Alamy.com shall be entitled to reject any Image if Alamy.com considers that the Image has ceased to be sufficiently marketable. Acceptance of an Image by Alamy shall be at Alamy's sole discretion and Alamy shall be entitled to reject or delete any Image if Alamy considers that the Image has ceased to be sufficiently marketable or is unsuitable for any other reason.
    h. New clause   Net Licence Fees charged to Customers in currencies other than US Dollars are recorded on the Contributor statements in US Dollars. The exchange rate used will be reviewed monthly and adjusted in line with exchange rate fluctuations of more than 3%.

  6. Contributor reporting of sales to Alamy

    Clause Change Original Replacement
    b. Amendment The Contributor shall report each month in a format defined by Alamy.com, but which will include the following:
    1. the Alamy.com Group image reference number
    2. the date of each sale in the month, the sale amount excluding any VAT or sales tax for each Image and the customer to whom sold
    3. the amount due to Alamy.com for the month which shall be calculated as 10% of the amount collected or, if the Contributor so wishes, invoiced in respect of sales of Images (net of any transaction of sales tax including VAT) in the previous month
    4. the Traditional Licence restrictions relating to each Image, if applicable.

    If at any future time the Alamy.com Group website has the ability to have the sales information of the Traditional Licence entered online then the Contributor shall be responsible for entering such information online. For the avoidance of doubt if any Sub Agents represent the Contributor then the Contributor will be ultimately responsible for the correct entry of data onto the website and the reporting of all sales to Alamy.com made by the Sub Agents.

    		 The Contributor shall report the sale and pay 10% of the sale value (net of any transaction or sales tax including VAT) to Alamy within 30 days of receiving payment for the sale.
    c. Payment in respect of sales the subject of a reporting obligation under Clause 5b) above shall be made 30 days after the month end. Payment shall either be made in United States Dollars ("US$") or British Pounds ("GBP") at the discretion of Alamy.com. Where the base currencies for the sales are different from US$ or GBP then the exchange rate to be used for conversion to GBP or US$ will be mutually agreed by Alamy.com and the Contributor.

  7. Distribution

    Clause Change Original Replacement
    e. Amendment

    The following clause applies only to Contributors who have not agreed to the Alamy Distribution Scheme outright, or have only selected certain territories in which their images are not available to Alamy Distributors;

    From time to time Alamy produce Promotional Material that is issued to prospective and existing customers worldwide. Promotional Material is defined as solely existing in print and does not include images presented online. In cases where Promotional Material is requested by Alamy Distributors, Alamy's Distributors have the right to sell any images that are included in Alamy Promotional Material. Sales to Distributors of images included in Promotional Material will be charged at the Contributor's normal rate of commission and not at the Distributor commission rate.

    The following clause applies only to Contributors who have not agreed to the Alamy Distribution Scheme outright, or have only selected certain territories in which their Images are available to Alamy Distributors;

    From time to time Alamy produce Promotional/Marketing Material that is issued to prospective and existing customers worldwide. In cases where Promotional/Marketing Material is requested by Alamy Distributors, Alamy's Distributors have the right to sell any Images that are included in Alamy Promotional/Marketing Material. Sales to Distributors of Images included in Promotional/Marketing Material but only available for Distribution in that territory by virtue of this clause e will be charged at the Contributor's normal rate of commission and not at the Distributor commission rate. For the avoidance of doubt, if the Contributor has set licence restrictions excluding all sales of his/her Images in specific territories, this clause e shall not apply in relation to those territories.

  8. Breaches of Licences and Defaults by Customers

    Clause Change Original Replacement
    b. Amendment In the event of any alleged breach of any License by a Customer or any other infringement of intellectual property or other rights, the Contributor may either take action themselves against the customer or request Alamy.com to take action. In the event of any alleged breach of any Licence by a Customer or any other infringement of intellectual property or other rights in an Image, the Contributor may either take action themselves against the Customer or alternatively request Alamy to take action.
    b.ii. Amendment In the event of the Contributor authorising Alamy.com to take action Alamy.com may: In the event of the Contributor authorising Alamy to take action Alamy may (but shall not be obliged to):
    c. New clause   The Contributor agrees that where Alamy incurs legal and/or other specific costs relating to an outstanding amount owed by a Customer then these costs will be recouped by Alamy first before accounting to the Contributor. For the avoidance of doubt should a debt be only partially cleared by a Customer then Alamy will recoup its specific costs first and then divide the remaining amount between the Contributor and Alamy in line with the commission schedule in force at the time the debt was invoiced. Alamy shall not be obliged to pursue payment of debts owed by Customers if, in Alamy's opinion, the prospects of recovery are not good enough to justify the likely collection costs.

  9. Representations, Warranties and Undertakings by Contributor

    Clause Change Original Replacement
    a. Amendment The Contributor has detailed in the relevant field in My Images all Prior Rights applicable to each image The Contributor has detailed in the relevant fields all Licence restrictions and all Prior Rights applicable to each image
    b. Amendment except for the Prior Rights (if any) the Copyright Owner is the owner free from any third party rights of the copyright and all other intellectual property rights in the Image; except for the Prior Rights (if any) the Copyright Owner is the sole owner free from any third party rights of the entire copyright and all other intellectual property rights throughout the world in the Image;
    d. Amendment no other party's permission is required for the Contributor to enter into this contract or for Alamy.com to perform the broker services envisaged by this contract; no other party's permission is required for the Contributor to enter into this contract or for Alamy to perform the services envisaged by this contract and the Contributor is entitled to supply all Images to Alamy free from any claims by third parties of any nature;
    e. Amendment except for the Prior Rights (if any) and subject to the terms set out in the Listing Confirmation there is not and will not during the term of this contract be any fetter on Alamy.com Licensing each Image to a Customer to the fullest extent possible utilising its Royalty-Free License or Traditional License (with or without Rights Protection); except for the Prior Rights (if any) and subject to the terms set out in the Listing Confirmation there is not and will not during the term of this contract be any fetter on Alamy.com Licensing each Image to a Customer to the fullest extent possible utilising its Royalty-Free License or Traditional License (with or without Rights Protection) as defined by Alamy;
    k. Amendment none of the Images or the captioned information is defamatory or pornographic; none of the Images or the captioned information is defamatory, pornographic or otherwise unlawful;
    l. Amendment the Contributor will not supply to Alamy.com any Image which is the same or Substantially Similar to any of the Contributor's Images that have been supplied to a third party under any exclusive arrangement. These parties may include, but are not limited to, agencies and Customers; and the Contributor will not supply to Alamy any Image which is the same or similar to any of the Contributor's Images that have been supplied to a third party where the supply of such Image would conflict with any exclusive arrangement between the Contributor and a third party. These parties may include, but are not limited to, agencies and Customers;
    n. New clause   all Images supplied to Alamy are available to be used free of charge by the Alamy Group in Promotional/Marketing Material designed to promote sales of Images and/or to enhance awareness of the Alamy Group name/brand or that of the individual Contributor. Images may be used in any media format, including but not limited to print and other offline or online media, without prior consent or approval from the Contributor. Where Images are used to promote the Alamy Group name/brand in general, Alamy will make reasonable efforts to provide a photo credit to the Contributor where commercially reasonable, but the Contributor understands that Alamy cannot guarantee a photo credit to the Contributor and will not be held liable if one is not made or is made in a different format from that requested by Alamy;
    o. New clause   It is the Contributor's responsibility at all times to update the System themselves. If the Contributor gives Alamy permission to update the System, or if Alamy updates the System as they are aware of an error on the Contributor's details, Alamy shall not be liable for failure to do so or for any mistakes it may make. It is the Contributor's duty to check any updates Alamy makes.

  10. Obligations of Alamy

    Clause Change Original Replacement
    a. Deletion to comply with its obligations under the sections entitled "Broker Commission, Fees, Payment and Acceptance" and "Breaches of Licenses by Customers";  

  11. Pricing and Promotion

    Clause Change Original Replacement
    b. Amendment Alamy.com offers its Customers the ability to price up all images on its site by using a license calculator. The Contributor agrees that Alamy.com can sell images at the prices from this calculator without Alamy.com having to consult Contributors, subject to this section's clause c below. Alamy offers its Customers the ability to price up all images on its site by using a license calculator. The Contributor agrees that Alamy can sell images at the prices from this calculator without Alamy having to consult Contributors.
    c. Amendment Promotion - Alamy.com shall have the right to offer Customers promotions on Images to promote the Alamy.com service. For example promotions may include, but are not limited to, acquiring new customers or stimulating buying from existing customers by offering discounts. Promotion - Alamy shall have the right to offer Customers promotions on Images to promote the Alamy service without Alamy having to consult Contributors. For example promotions may include, but are not limited to, acquiring new Customers or stimulating buying from existing Customers by offering discounts.

  12. Audit Rights of Alamy on Contributor

    Clause Change Original Replacement
    c. Amendment The audit of the Contributor shall be paid for by the Alamy.com group except where the Contributor is found to have not paid amounts due to the Alamy.com group in excess of US$ 500 in any 12 month period, above which level the Contributor will have to pay the costs of the audit. The audit of the Contributor shall be paid for by the Alamy Group except where the Contributor is found to have underpaid amounts due to the Alamy Group in excess of US$500 in any 12 month period, above which level the Contributor will have to pay the costs of the audit.
    d. Deletion If the Contributor is found to have withheld payments from Alamy.com then Alamy.com shall have the right to the following:
    1. interest on all delayed payments calculated at the Bank of England base rate plus 4% from the date from which payment was due to Alamy.com.
    2. to be reimbursed the audit costs where the audit reveals an underpayment of 10% or more.
    		  
    e. Deletion Alamy.com reserves the right that if the Contributor has withheld funds in excess of US$ 500 in any one calendar year to terminate the contract with the Contributor.  
    d. (previously clause f) Amendment Alamy.com also reserves the right to carry out spot checks on Contributors to assess whether they are complying with the requirement to report sales which have originated from a search of the Alamy.com Group website. These spot checks may include, but are not limited to, contacting customers who have downloaded a comp image to see if they have bought the image direct from the Contributor and buying via a third party an image from the Contributor, in respect of which the Contributor agrees a refund shall be given if demanded. Alamy also reserves the right to carry out spot checks on Contributors to assess whether they are complying with the requirement to report sales which have originated from a search of the Alamy Group website. These spot checks may include, but are not limited to, contacting Customers or other third parties who have downloaded an Image to see if they have bought the Image direct from the Contributor and buying via a third party an Image from the Contributor, in respect of which the Contributor agrees a refund shall be given if demanded.

  13. Credits, Copyright Notices and Promotion

    Clause Change Original Replacement
    a. Amendment Customers of Alamy.com using images for editorial purposes will be instructed to credit the photographer and, where applicable, the agency name. Customers of Alamy using Images for editorial purposes will be instructed to credit the photographer/Alamy or, where applicable, the agency name/Alamy.
    b. New clause   Third parties who use Images with Alamy's permission will be instructed to credit the photographer/Alamy or, where applicable, the agency name/Alamy.
    c. New clause   Alamy cannot guarantee a photo credit in any instance, and will not be held liable if a photo credit is not made. Nor can Alamy guarantee if a photo credit is made that it will show the Contributor name.
    d. (previously clause b) Amendment Alamy.com shall have the right, including in advertising and publicity in any media, to use the name of any Contributor to advertise and promote the System with prior permission from the Contributor. Alamy shall have the right, including in advertising and publicity in any media, to use the name of any Contributor to advertise and promote the System and/or the Alamy brand.
    e. (previously clause c) Amendment Provided contributors acknowledge Alamy.com's rights they may use Alamy.com's trade marks in any lawful promotion or publicity without Alamy.com's prior written consent. Pornographic, defamatory or other unlawful use including use in unsolicited electronic communications is not permitted Provided Contributors acknowledge Alamy's rights they may use Alamy's trade marks (including without limitation the words ALAMY and MAGALOGUE) in any lawful promotion or publicity without Alamy's prior written consent. Pornographic, defamatory or other unlawful use including use in unsolicited electronic communications is not permitted. Alamy shall be entitled to revoke this permission if it becomes aware of any use of its trade marks which it deems inappropriate.
    f. (previously clause d) Amendment The Contributor allows the Customer the right to alter their Images providing it is not pornographic, defamatory, libellous or otherwise unlawful and the Contributor undertakes that the person who created the Image has waived all moral rights in respect of the Image. The Contributor grants to the Customer the right to alter their Images providing it is not pornographic, defamatory or otherwise unlawful and the Contributor undertakes that the person who created the Image has waived all moral rights in respect of use of the Image pursuant to this agreement by Alamy, its Customers or any other third parties.

  14. Liability of Alamy

    Clause Change Original Replacement
    a. Amendment Alamy.com's liability for breach of the sections entitled "Broker Commission, Fees, Payment and Acceptance" and "Breaches of Licenses by Customers"; or for any other breach of the provisions of this agreement or the delivery of its services shall not:
    1. exceed the lower of US$1,000 or the net payment made to the Contributor by Alamy.com for the 12 month period prior to the date of the breach; or
    2. be claimed more than 12 months after the date of the alleged breach.
    		 Subject to clause 16c below, Alamy's liability for negligence or breach of any of the provisions of this agreement shall not:
    1. exceed the total Commission payable to Alamy during the 12 month period preceding the negligence or breach, provided that this shall be deemed to be no less than $1,500 and no more than $30,000; or
    2. be claimed more than 12 months after the date of the alleged breach.
    b. New clause   Alamy shall have no liability to the Contributor by reason of any representation (unless fraudulent) or any implied warranty, condition or other term, or any duty at common law, or under the express terms of this Agreement for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the negligence of Alamy, its servants or agents or otherwise) which arises out of or in connection with this Agreement.
    c. Amendment clause a of this section shall not preclude any claim for death or bodily injury nor any claim arising from wilful default or gross negligence on the part Alamy.com or any person for whom Alamy.com is legally responsible. The terms of this clause 16 shall not preclude any liability or claim for death or bodily injury nor any claim arising from wilful default or gross negligence on the part of Alamy or any of its servants, agents or otherwise.
    d. New clause   Each provision of this clause 16 is to be construed as a separate limitation (applying and surviving even if for any reason one or other of such provisions is held to be inapplicable, unreasonable or unenforceable in any circumstances) and shall remain in force notwithstanding the termination of this Agreement.

  15. Termination

    Clause Change Original Replacement
    a.i. Amendment on 45 days' prior notice to Alamy.com at any time, except when Alamy.com has substantially contributed to the digitisation of the Images of any Contributor, when, in this case only, the minimum contract period shall be 12 months; on 45 days prior notice to Alamy at any time;
    a.ii.a. Amendment is in material breach of any provision of the contract having failed to remedy a 30 days' notice requiring Alamy.com to remedy such breach; is in material breach of any provision of the contract having (if the breach is capable of remedy) failed to comply with a 30 days' notice in writing requiring Alamy to remedy such breach;
    b.i. Amendment the Contributor is in material breach of this contract; the Contributor is in material breach of this contract having (if the breach is capable of remedy) failed to comply with a 30 days' notice in writing requiring the Contributor to remedy such breach;
    b.ii. Amendment the account of a Contributor is credited with License Fees in amounts of less than US$25 in any 12 month period; the account of a Contributor is credited with Licence Fees in amounts totalling less than US$25 in any 12 month period;
    b.iii. Amendment if no Image attributed to the Contributor has been the subject of a License Fee for a period of 12 months; no Image attributed to the Contributor has been the subject of a License Fee for a period of 12 months;
    b.iv. Amendment if remittances by Alamy.com shall not have been cashed in any 2 year period in which case Alamy.com may remit the balance in the account of the Contributor to a charity of Alamy.com's choice; remittances by Alamy shall not have been cashed in any 2 year period in which case Alamy.com may remit the balance in the account of the Contributor to a charity of Alamy's choice;
    c.
    (Previously b.vi.)    		 Amendment Alamy.com gives 6 months' notice to the Contributor. Alamy may terminate the contract at any time on giving 6 months' written notice to the Contributor.
    d.ii.
    (Previously c.ii.)    		 Amendment cease to grant Licenses for the Image so deleted; cease to grant Licences for the Image so deleted (but without prejudice to any Licences already granted before termination);
    d.iv.
    (previously c.iv.)    		 Amendment not return to the Contributor any data, of whatever kind, relating to an image. not return to the Contributor any data, of whatever kind, relating to an Image or an Image itself.

  16. Binding Effect

    Clause Change Original Replacement
    a. Amendment This contract will continue for the benefit of and be binding upon Alamy.com and the Contributor and their respective successors in title and assignees. The Contributor may only assign the contract with the prior consent of Alamy.com. This contract will continue for the benefit of and be binding upon Alamy and the Contributor and their respective successors in title and assignees. The Contributor may only assign the contract with the prior written consent of Alamy.
    b. Amendment Alamy.com may assign this contract to any third party and if it does so references herein to Alamy.com shall thereafter be to such third party and references herein to the Alamy.com Group shall be to any subsidiary of such third party, or the parent company of such third party or any subsidiary of such parent company. Alamy may assign this contract to any member of the Alamy Group or any third party and if it does so references herein to Alamy shall thereafter be to such third party or Alamy Group company and references herein to the Alamy Group shall be to any Subsidiary of such third party or Alamy Group company, or the Holding Company of such third party or Alamy Group company or any Subsidiary of such Holding Company or Alamy Group company.

  17. Notices

    Clause Change Original Replacement
    a. Amendment Any notice under this contract may be sent electronically to the email address notified by each party to the other and may also be sent by pre-paid first class post to the name and address notified in accordance with this clause. Contributors are requested to advise Alamy.com of a second email address at all times which shall be the default address if the first email address does not function. A notice served under this clause shall be deemed to have been received on the expiration of 48 hours after service. Any notice under this contract may be sent electronically to the email address notified by each party to the other and may also be sent either by pre-paid first class post, recorded delivery or registered post, to the name and address notified in accordance with this clause. A notice served under this clause shall be deemed to have been received on the expiration of 48 hours after service. Any notice sent by Alamy to the Contributor's email address notified to Alamy shall be deemed to have been duly served on the Contributor whether or not such notice is actually received by the Contributor.
    b. Amendment Alamy.com may also serve notice by a display on its website in a reasonably prominent position to which the attention of Contributors is drawn. Alamy may also serve notice on the Contributor by a display on its website in a reasonably prominent position to which the attention of Contributors is drawn.

  18. Choice of Law

    Clause Change Original Replacement
    N/A Amendment This contract shall be agreed by English law and the parties submit to the non-exclusive jurisdiction of the English Courts. The English language version of this contract shall be the definitive one in the event of any dispute. This contract shall be governed by English law and the parties submit to the exclusive jurisdiction of the English Courts. The English language version of this contract shall be the definitive one in the event of any dispute.