1. licence

1.1 in consideration of the payments to be made by the owner to you under clause 2, you grant to the owner a non-exclusive, perpetual, irrevocable, worldwide licence during the term to use the works.

1.2 the licence granted under clause 1.1 shall include the right for the owner to:

(a) modify (including by cropping and affixing a watermark), reproduce and distribute, and publicly perform, make available and display the works on the site;

(b) reproduce and distribute the works (including as modified) in marketing and promotional media related to the site; and

(c) sell the works (including as modified) in any media.

1.3 the owner shall be under no obligation to use the works in any way.

2. royalties

2.1 subjet to clauses 2.4 and 2.5, the owner shall pay the royalty to you.

2.2 the royalty shall be calculated and paid within 90 days of the end of each calendar year. you shall notify the owner prior to the end of that calendar year of the details (including bank name, branch address, sort code and account number) of the sterling denominated English bank account into which you would like the royalty to be paid.

2.3 receipt by you of the royalty amount due shall be an effective discharge of the relevant payment obligation.

2.4 the owner shall not be obliged to pay any royalty to you until the royalty is, in aggregate, in excess of fifty pounds sterling.

2.5 in respect of each calendar year, the event that you do not notify the owner of your bank account details in accordance with clause 2.2, the owner shall be under no obligation to pay the royalty to you at any time.

3. IPR ownership

3.1 as between you and the owner (and his sub-licensees), you irrevocably waive all moral rights (including under the Copyright, Designs and Patents Act 1988) in relation to the works.

3.2 nothing in these terms shall affect your ownership of copyright in the works.

3.3 you acknowledge and agree that newdusk and the newdusk photography logo, the domain names newdusk.com, newduskphotography.com, newdusk.co.uk and newduskphotography.co.uk, and the content of the site (other than the works), are the exclusive property of the owner. you shall not acquire, nor claim, any right title or interest in or to any of them (or the goodwill attaching to them) by virtue of these terms or your contribution of the works. all goodwill arising from the use of them shall at all times accrue to the owner. you shall not use the newdusk mark without the prior written consent of the owner.

3.4 except to the extent that you are obliged by an order of a court or regulatory body to disclose it, you shall keep confidential all confidential information of the owner that is disclosed to you in connection with these terms.

4. contributor warranties and indemnity

4.1 you warrant that:

(a) you own all of the rights and interests in, and have title to, the works, and are entitled to grant the licence granted under clause 1;

(b) the works do not infringe any third party's intellectual property rights, other proprietary rights, or rights of publicity or privacy;

(c) the works do not breach any law, regulation or ordinance;

(d) the works are not defamatory, trade libelous, unlawfully threatening or unlawfully harassing;

(e) the works are not obscene or pornographic;

(f) the works do not violate any laws regarding unfair competition, anti-discrimination or false advertising;

(g) the works do not contain viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful; and

(h) all information that you disclose to the owner is true and complete.

4.2 you shall indemnify the owner against each and any loss, liability and cost (including reasonable legal expenses) that the owner suffers or incurs as a result of or in connection with any claim against it that results (in whole or in part) from a breach by you of your obligations under these terms.

5. infringement

5.1 you shall immediately notify the owner in writing (giving full particulars) of:

(a) any actual, suspected or threatened infringement of the works; and/or

(b) any allegation or complaint made by any third party that the use of any of the works (or any part of them) infringes any third party rights.

5.2 you shall provide any assistance reasonably requested by the owner in the conduct of such claims, actions or proceedings taken or brought by or against the owner in connection with any of the matters described in clause 5.1.

5.3 for the purpose of taking action in connection with the matter described in clause 5.1(b), the owner shall be entitled to conduct proceedings in its own name and shall have the same rights and remedies in respect of matters occurring after the grant of the licence as if the licence had been an assignment.

5.4 any award of costs or damages or other compensation payment recovered in connection with any action taken by the owner in connection with the matters described in clause 5.1 shall be for the account of the owner.

6. term

6.1 these terms shall commence on 1 January 2008 and shall remain in force until the owner states otherwise (including on the site). the owner may at any time immediately upon notice terminate your rights and obligations in respect of any and all works.

6.2 the terms of clauses 3 (IPR ownership), 4 (contributor warranties and indemnity), 5 (infringement), 7 (exclusion of owner liability), 10 (assignability and sub-licensing), 11 (legal relationship; no waiver of remedies), 14 (definitions) and 15 (jurisdiction and governing law) shall survive termination of these terms.

7. exclusion of owner liability

7.1 the owner makes no warranty with respect to the site or its content.

7.2 to the extent permitted by law the owner hereby expressly excludes:

(a) all conditions, warranties and other terms that might otherwise be implied; and

(b) any liability for any direct, indirect or consequential loss or damage incurred by any user in connection with the site or in connection with the use, inability to use, or results of the use of the site, any websites linked to it and/or any materials posted on it, including any liability for loss of income, loss of business, loss of profits, loss of data, wasted management or office time, and for any other loss or damage of any kind, however arising and whether caused by tort (including negligence), breach of contract or otherwise.

7.3 nothing in these terms affects the owner's liability for death or personal injury arising from his negligence, nor his liability for fraudulent misrepresentation, nor any other liability which cannot be excluded or limited under applicable law.

8. linking

you may link to the site's home page and your contributor profile page, provided you do so in a way that is fair and legal and does not damage the owner's reputation or take advantage of it, but you shall not establish a link in such a way as to suggest any form of association, approval or endorsement on the owner's part, where none exists. you must not establish a link from any website that is not owned by you.

9. privacy

9.1 to the extent that you contact the owner and so disclose your personal data to him, the owner may process that personal data for the purpose of dealing with your correspondence and these terms and will store your personal data for as long as is necessary to do so.

9.2 you shall ensure that the personal data that you provide is accurate. you have a right to correct any errors in the personal data about you held by the owner and to request that it be updated. you also have the right to a copy of that information.

10. assignability and sub-licensing

10.1 you shall not, nor shall you purport to, assign, transfer or charge any of your rights and/or obligations under these terms, nor grant, declare, create or dispose of any right or interest in them, or sub-contract the performance of your obligations under them.

10.2 the owner may at any time assign, sub-license, novate, transfer or charge all or any of its rights and/or obligations under these terms, or sub-contract the performance of any of its obligations under these terms, and you shall, from time to time upon request from the owner, execute any agreements or other instruments that may be required in order to give effect to or perfect any such assignment, sub-licence, novation, transfer, charge or sub-contract.

11. legal relationship; no waiver of remedies

11.1 nothing in these terms shall constitute a partnership between the parties, nor constitute either party the agent of the other party for any purpose.

11.2 no failure or delay by the owner in exercising any right or remedy (in whole or in part) relating to these terms shall affect, or operate as a waiver or variation of that right or remedy or preclude its exercise at any time.

12. notices

12.1 any notice in connection with these terms shall be in English and delivered by email.

12.2 any notice sent by the owner to your email address disclosed to the owner shall be deemed to be received by you on the day in England on which that email was sent.

12.3 any notice sent to the owner by you shall be sent by email to contact@newdusk.com and shall be deemed to be received by the owner on day that is fourteen days after the day in England on which the email was sent, provided that you receive a delivery receipt for that email.

13. variations and further assurance

13.1 the owner may revise these terms at any time by amending this page. you are expected to check this page from time to time to take notice of any changes, as they are binding on you.

13.2 you shall do all further acts and things and execute and deliver (or procure the execution and delivery of) such further documents as may be required by law to implement and give effect to these terms in relation to the works.

14. definitions and interpretation

14.1 in these terms:

(a) "intellectual property rights" means trade marks, service marks, rights in logos, trade names, domain names, copyright (including rights in computer software) and moral rights, database rights, utility models, rights in designs, rights in get-up, rights in know-how, patents, rights in inventions, and all rights or forms of protection having equivalent or similar effect anywhere in the world;

(b) "owner" means Giles Pratt;

(c) "net profit" means the total amount (if any) invoiced and received by the owner for all sales of the works in any media less:

- any applicable value added tax (and any similar tax);
- the costs incurred by the owner in connection with producing the work in that medium (including the costs incurred in engaging a supplier in relation to that production);
- the costs of delivering the work to the customer; and
- and any other costs incurred by the owner in connection with those sales;

(d) "royalty" means twenty-five per cent. of the net profit;

(e) "site" means the website with the URL http://www.newdusk.com and any other website operated by the owner in relation to the works;

(f) "you" means the contributor of images to this site; and

(g) " works" means any work (including an image) sent by you to the owner (including to any email address with the suffix newdusk.com).

14.2 in these terms:

(a) headings do not affect the interpretation of these terms;

(b) the singular shall include the plural and vice versa;

(c) references to one gender include all genders;

(d) references to any English legal term or concept shall, in respect of any jurisdiction other than England, be construed as references to the term or concept which most nearly corresponds to it in that jurisdiction;

(e) any express reference to an enactment includes references to that enactment as amended, consolidated or re-enacted, and any subordinate legislation; and

(f) any phrase introduced by the term "including" or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

15. jurisdiction and governing law

the English courts shall have exclusive jurisdiction over any claim arising from, or related to, these terms except that the owner retains the right to bring proceedings against you for breach of these terms in your country of residence or any other relevant country. these terms are governed by English law.