Welcome to phmuseum.com. This page, together with the documents referred to on it, sets out the terms and conditions of the services provided on our website.
These terms and conditions apply between you, the user, and PHmuseum Ltd (company number 09474210) (PHmuseum), the London based company that owns and operates the phmuseum.com website (Site), all the related websites, services, the PHmuseum and Photographic Museum of Humanity trademarks. By accessing and using the Site you accept and agree to be bound by these terms and conditions (Terms).
Before using any of the PHmuseum Ltd services or creating an account, please ensure you read carefully and understand these terms and conditions. If you have any questions, please contact firstname.lastname@example.org. If you do not agree with these Terms please do not use our Site.
1. INTRODUCTION & DEFINED TERMS
1.1 PHmuseum is an online community that enables registered users that upgrade their account as photographers (Photographers) to upload and showcase photographs (Images) and multimedia videos (Multimedia), and organise them in visual stories on the Site (Visual Stories).
1.2 PHmuseum provides services (Services) allowing registered users that upgrade their account as photo editors (Photo Editors) to make offers (Offers) to purchase from Photographers the right to use and reproduce those Images and Multimedia (Photo Licence).
1.3 The Photo Licence shall form a contract between the Photographer and the Photo Editor, to reproduce the Image(s) or Multimedia for a specific publication (Media).
1.4 Visitors and registered users can browse the Images and Multimedia and read about photography in the News section (News).
1.5 Registered users can comment, message and follow Photographers, Photo Editors and other registered users, like and share Images, Multimedia and posts by other users, post images and embedded videos to their activity feed, send private messages to other users and make comments on other users posts. Registered users may also upload software, files, text, users comments, private messages, information, data, graphics, blog articles, photographs, images, illustrations and other content (Content).
1.6 Registered users may pay to access the Advance Search function and other premium Services (Premium Services), enabling them to search for Images, Multimedia and Photographers according to the specific criteria and parameters.
1.7 All Services are designed to produce accurate results, but we cannot guarantee any specific results from searches or the accuracy of information related to specific Images and Multimedia.
2. ACCOUNTS & REGISTRATION
2.1 To access certain features of the Site, you must register an account providing the information requested on the Site (including full name, email address, date of birth), selecting a username and creating a password, or via your existing account details with an approved social network (such as Facebook).
2.2 To access other features of the Site, you must register an upgraded account as either a Photographer or Photo Editor, and comply with the specific terms that apply to Photographers and Photo Editors respectively (see below).
2.3 We may accept, reject, suspend or remove any registration (or to select another username) in our absolute discretion and without any recourse.
2.4 You acknowledge that PHmuseum and other users rely on the accuracy and completeness of information provided by you during the registration process, including confirming email address, age and legal authority to use the Site and Services. You must provide us with accurate personal and contact information. You will only represent yourself and will not create false aliases, impersonate or create a username that is not lawfully available for use any other person (with or without their consent) while using the Site.
2.5 You must use your username and password to access the Site. It is your responsibility to keep your username and password secure and you indemnify us for any loss or damage we suffer as a result of unauthorised access to your account. You are solely responsible for the use of your account, irrespective of who it utilising it, whether with or without your permission.
3. CONDITIONS OF USE
3.1 It is a condition of using the Site and the Services that:
a) You are over the age of 18;
b) You have authority to use the payment method used to subscribe to any Premium Services and complete acquisition of any Photo Licence or other rights of reproduction to Images or Multimedia;
c) You register on the Site to view and/or display and/or acquire or licence the rights of reproduction of Images or Multimedia;
d) You only use the Site for lawful purposes and for the purposes reasonably intended by PHmuseum;
e) You are not breaking any local, state, national or international law in your relevant jurisdiction by accessing this Site or in reproduction of Images once rights are acquired; and
f) You do not create false aliases or impersonate any other person, or misrepresent any affiliation, endorsement or association with them (with or without their consent) while using the Site; and
g) You do not breach any of the Terms.
3.2 You are solely responsible for your Content and warrant that your Content is accurate, complete, honest and genuine and within your legal rights to use on the Site. You acknowledge that your Content may be made publicly available and that we are not responsible for editing or monitoring any Content. We may modify the format, layout, language, size and metadata of any Content, although we will endeavour not to change the meaning of your expression.
4. CODE OF CONDUCT
4.1 It is a condition of using the Site, posting any Images and any Services that you:
a) treat the Site and its users with respect and courtesy;
b) do not create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you or any other person;
c) do not create a risk of any other loss or damage to any person or property;
d) involve any pornographic, sexual activity, lewd, vulgar, obscene, improper, indecent or offensive behaviour;
e) are not harmful, abusive, racially, hateful, ethnically or religiously offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, invasive of privacy, humiliating to other people (publicly or otherwise), tortious, defamatory, libellous, threatening, profane, or otherwise objectionable;
f) do not harm or exploit children by exposing them to inappropriate content, asking for personally identifiable details or otherwise;
g) do not upload or transmit material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
4.2 You must not use the Site or Services to:
a) manipulate identifiers in order to disguise the origin of any Images;
b) undertake any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation, except in those areas (such as shopping) that are designated for such purpose;
c) interfere with or disrupt the Site, Services or related servers or networks, or disobey any requirements, procedures, policies or regulations of connected networks, including using any device, software or routine to bypass our robot exclusion headers;
4.3 Except for Offers, all commercial messages are strictly prohibited and you must not without our written consent:
a) advertise products, services, other sites, companies or causes, or contact users in order to do so;
b) contact our users with promotions, offers to join other sites, services or organizations or donate money, without the written consent of Photographic Museum of Humanity.
c) create multiple accounts for the purpose of voting for photographs or images and artificially inﬂate or alter results on the Site or other Services, giving or receiving money or other compensation, or any other organised effort that in any way artificially alters the results of Services;
d) promote or sell images or other content of another person, sell or otherwise transfer your account.
4.4 We reserve the right to suspend or cancel your registration (without refund) if we form the view that you have breached any of the above conditions, including following report from another user.
5. RESPONSIBILITIES & OTHER USERS
5.1 Whilst we aim to ensure the rights of Photographers and Photo Editors are protected, we do not accept any responsibility or legal liability whatsoever for any act or omission of any Photographer, Photo Editor or other user arising from or in connection with use of the Site, Images or Multimedia.
5.2 PHmuseum does not take ownership of any Images or Multimedia and all copyright and intellectual property of Images and Multimedia remain the property of the Photographers.
5.3 You may enforce any of these Terms against another user directly, including in respect of Images and Multimedia. These Terms shall apply to any contract between a Photo Editor and a Photographer created via the Site.
5.4 Whilst we may assist with the resolution of any complaint or dispute relating to Content, Images or Multimedia, you acknowledge that any legal recourse arising from or in connection with Content, Images or Multimedia, whether for breach of contract or otherwise, is against a Photo Editor, Photographer or other user (as applicable) and not against PHmuseum, notwithstanding anything to the contrary in these Terms or on the Site.
5.5 You must cooperate with us and comply with all reasonable requirements relating to your use of the Site and any Services, including information relating to Content, Images and Multimedia.
6. PHOTOGRAPHER TERMS
6.1 Account & Status
a) If you want to upgrade your account as a Photographer, you will be requested to present a link to your portfolio, which our team will review. In case of a positive feedback, your account will be upgraded to a Photographer and you will be able to upload images or other Multimedia, organise them in Visual Stories on your profile and receive Offers. In case of a negative feedback, you may be given the opportunity to upgrade again after 180 days.
b) Each Photographer is independent from PHmuseum and not an employee of PHmuseum.
c) We may require Photographers to present their portfolio or submit Images to demonstrate their copyright or authorship, together with the professional and technical expertise necessary to join our community of Photographers.
d) A Photographer shall indemnify each Photo Editor and PHmuseum against all reasonable costs and expenses and any tax, penalty, fine or interest incurred or payable in connection with or in consequence of any liability, deduction, contribution, assessment or claim arising from or in connection with use of the Site and any Images provided by the Photographer.
6.2 Responsibility For Images & Content
a) Each Photographer represents and warrants that:
i. any Images and Multimedia are compliant with these Terms and not illegal;
ii. any Images and Multimedia are their own original work (or the Photographer has the rights to exploit the Images via the Site); they are the sole and absolute owner of all intellectual property rights in their Images and Multimedia or otherwise have the full right, authority and capacity to Licence the Images for the purposes of the Site; and
iii. reproduction or use of the Images shall not infringe any patent, trademark, trade secret, copyright or other intellectual property (including moral rights), contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements) or other third party rights.
b) Images and Multimedia displayed by any Photographer (or any other user) do not necessarily reflect the views of PHmuseum.
c) Photographers are responsible for all Images, Multimedia and related stories, descriptions content, information and communications published on, sent via or in connection with the Site and warrant that information is accurate, complete, honest and genuine and within their legal rights to use on the Site. Each Photographer acknowledges that such content may be made publicly available and that we are not responsible for editing or monitoring such content. We may modify the format, layout, language, size and metadata of such content, although we will endeavour not to change the meaning of your expression.
d) We may include sponsored content and advertisements on the Site, including near Images, Multimedia, Content and communications, without compensation to any user.
e) We reserve the right to delete any Images, Multimedia or other Content in our absolute discretion.
6.3 Offers, Commissions & Payments
a) You must register an account and successfully upgrade to Photographer to receive any Offer for Image(s) and Multimedia. Other users cannot access this Service.
b) All amounts payable for any Photo Licence is exclusive of VAT and any other sales tax (unless otherwise specified).
c) PHmuseum shall be entitled to retain a commission as specified on the Site or expressly agreed otherwise, calculated as a percentage of the VAT exclusive amount payable for each Photo Licence contracted using the Service.
d) An invoice from the Photographer shall be issued to PHmuseum via the Site for the VAT exclusive amount payable under the Photo Licence (less the commission with PHmuseum), including for any VAT or sales tax.
e) PHmuseum shall pay any VAT or other sales taxes with respect to the Photo Licence, calculated using the billing address specified in your account registration. In particular, VAT shall apply to all Images purchased by Photo Editors having a billing address in the UK or EU.
f) PHmuseum may charge you additional fees and charges as specified on the Site, including for Premium Services. Payments must be made in advance by credit card or any other payment method specified on the Site (such as Stripe or PayPal). Surcharges may apply for certain payment methods.
7. PHOTO EDITOR TERMS
7.1 Account & Status
a) If you upgrade your account as a Photo Editor, you will be requested to provide a series of information (Media(s) you work for, your position and a link to the Media URL), which our team will review. We may upgrade your account to Photo Editor and you will be able to make Offers for purchasing the right to publish Image(s) or Multimedia featured on our Site. We may otherwise provide you another opportunity to upgrade again after 180 days.
a) You must register an account and successfully upgrade to Photo Editor in order to make any Offer for Image(s) and Multimedia. Other users cannot access this Service.
b) All Images are offered subject to availability and all specifications are subject to change at any time. We make no guarantee that Images and Multimedia will be available for purchase or any specific result from any Offer.
c) Photo Editors will be guided on the Site through the steps required to make an Offer. All Offers and related communications with Photographers must be made via the Site.
d) An Offer may be withdrawn at any time by the Photo Editor, or by PHmuseum (including if we discover an error in the amount payable or specifications), unless the Photographer has already accepted it and the Photo Editor has already paid the agreed amount under the Photo Licence.
e) Any Offer will automatically be withdrawn if not Accepted nor Rejected by the Photographer within 30 days.
f) Photographers will be contacted via the Site (and by email, subject to account settings) to review any Offers and shall be responsible for monitoring for Offers. Photographers may Decline Offer, propose a varied Offer, or Accept Offer.
g) No rights shall be transferred for any Image, unless and until the Photographer confirms Accept Offer or the Photo Editor confirms Accept Counter Offer, and payment has been made in accordance with these Terms.
7.3 Offer Terms
a) Each Offer or Counter Offer must include the mandatory information required on the Site (Offer Terms), including Amount, Media Date, Images Required Resolution, Publisher Details (Media Name, Media Type, Exclusivity (if any) and Publisher Legal Name and Address), and any other specifications.
b) Photo Editors are responsible for all details and any errors in any Offer or varied Offer accepted.
c) The Photo Licence contract shall be formed when a Photographer Accepts an Offer or when an Photo Editor Accepts a Counter Offer for the license of the relevant Image(s) and Multimedia subject to the Offer Terms.
d) The Photo Editor agrees to make payment of the Licence Amount in accordance with these Terms.
7.4 Amounts Payable
a) All amounts payable for any Photo Licence are specified exclusive of VAT and any other sales tax (unless otherwise specified).
b) Photo Editors shall pay the full amount payable under any Photo Licence. Photo Editors also agree to pay any duties or taxes with respect to the Photo Licence, calculated using the billing address specified in the Photo Editor’s account registration.
8. PAYMENTS & VAT
a) PHmuseum may charge Photographers, Photo Editors and other registered users additional fees and charges for Premium Services as specified on the Site, including for Advanced Searches and other Services.
b) If any payment pursuant to these Terms is subject to VAT or other sales tax, the payment due shall increase by an amount equal to the tax chargeable. In particular, VAT shall apply to all Services and Photo Licences purchased by Photo Editors having a billing address in the UK or EU.
c) Payments must be made in advance by credit card or any other payment method specified on the Site (such as Stripe or PayPal). Surcharges may apply for certain payment methods. With respect to payment details registered on your account (if any), you warrant and represent that there are sufficient funds to pay for any payments under these Terms.
9. PHOTO LICENCE
9.1 In consideration for the Licence Amount, the Photographer grants a licence for the Publisher to use the Image(s) and Multimedia in accordance with the Offer Terms for publication on the Media Date(s), in the specified Media.
9.2 Subject to the Photo Licence and the specified Exclusivity (if any), all copyright and title in the Image(s) shall be retained by the Photographer at all times throughout the world.
9.3 The licence to use the Image(s) applies only to the specified Media for the Offer Terms, and may be limited to the specified Media Date(s) (if any) and for the specified Duration (if any).
9.4 Neither the Publisher (nor the Photo Editor) may assign the benefit of the Photo Licence to any third party without the Photographer’s express written permission. Any agreed permission to use the Image(s) and Multimedia for purposes other than the Offer Terms must be subject to payment of an additional Amount via the Site.
9.5 Throughout the Exclusivity Period (if any), the Client shall be authorised to use the Image(s) to the exclusion of all other parties including the Photographer (unless specified otherwise). Where no Exclusivity is specified, the Photo Licence shall be non-exclusive and the Photographer shall remain entitled to use the Image(s) and Multimedia for any purposes and to licence the Image(s) to third parties.
9.6 Notwithstanding the Photo Licence and any Exclusivity, the Photographer retains the right to use the Image(s) and Multimedia in any manner, at any time and in any part of the world for the purposes of advertising or otherwise promoting his work and services.
9.7 The Photographer hereby warrants and represents that he has the right to enter into the Photo Licence and has obtained any and all necessary clearances and permissions required to use the Images(s) and Multimedia as specified in the Photo Licence and any accepted Offer Terms.
9.8 The Photographer, Publisher and Photo Editor shall respectively indemnify and hold harmless the other against any claim, loss, damage, proceedings, settlement, costs or expenses howsoever arising, directly or indirectly, as a result of any breach or non-performance of any of obligations, undertakings or warranties as set out in the Photo Licence.
9.9 For the specific purpose of the Photo Licence, the Photographer asserts his right to be identified as the author of an artistic work for the Image(s) and Multimedia in accordance with the provisions of Chapter IV of the Copyright, Designs and Patents Act 1988.
10. SITE AVAILABILITY
10.1 You acknowledge that we are not required to keep the Site available for your use and we make no guarantees, implied or express, as to the ongoing availability of the Site.
10.2 We accept no responsibility for any unavailability of this Site and you agree that we are not liable for any loss or damage that you or any other person incurs by not being able to access the Site.
11. INTELLECTUAL PROPERTY
11.1 Without the express written permission of PHmuseum, you shall not copy the Site for your own commercial purposes, including replicating all or part of the Site in anyway or incorporating all or part of the Site in any other webpage, website, Site, application, other digital, non-digital format, source code, product recipes, usage data, ideas, enhancements, feature requests or suggestions.
11.2 Photographers grants PHmuseum a non–exclusive, perpetual, non–transferable, royalty free and worldwide licence to use, for the purposes of the Site, promoting and marketing its business the copyright and other intellectual property in the Images. Subject to these Terms and any Photo Licence, all copyright and intellectual property of the Images remain the property of the Photographers.
12. THIRD PARTY WEBSITES & ADVERTISING
12.1 The Site may from time-to-time contain information & advertising from third-party businesses, people & websites (Third Parties). You consent to receiving this information as part of your use of the Site.
12.2 We are not responsible for any information transmitted by Third Parties or liable for any reliance you make upon the information or statements conveyed by Third Parties (or in relation to your dealings with Third Parties), nor are we responsible for the accuracy of any advertisements.
12.3 PHmuseum has not reviewed all of the sites linked to its Site and is not responsible for the contents of any such linked site. The inclusion of any link does not imply endorsement by PHmuseum of the site. Use of any such linked web site is at the user’s own risk.
13. LIMITATION OF LIABILITY & INDEMNITY
13.1 You agree that you use the Site and any Content at your own risk.
13.2 You acknowledge that we are not responsible for the conduct or activities of any user and that we are not liable for such under any circumstances.
13.3 If you are provided with a username and password to access the Site, it is your responsibility to keep your username and password secure and you indemnify us for any loss or damage we suffer as a result of unauthorised access to your account. You are solely responsible for the use of your account, irrespective of who it utilising it, whether with or without your permission.
13.4 PHmuseum does not warrant or make any representations concerning the accuracy, likely results, or reliability of the use of the Content on its Site or otherwise relating to such materials or on any sites linked to this Site. You acknowledge that in using the Site and the Content you do not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms.
13.5 You agree to indemnify and hold us harmless against any loss, damage, cost or expense that we may suffer or incur as a result of or in connection with your use of or conduct in connection with the Site, including any breach by you of these Terms, violation of any third party rights or any applicable law.
13.6 Each user shall indemnify PHmuseum against all reasonable costs and expenses and any tax, penalty, fine or interest incurred or payable in connection with or in consequence of any Content or relating to use of the Site.
13.7 In no circumstances will PHmuseum be liable for any direct, incidental, consequential or indirect damages, loss or corruption of data, loss of profits, goodwill, bargain or opportunity, loss of anticipated savings or any other similar or analogous loss resulting from your access to, or use of, or inability to use the Site or any content, whether based on warranty, contract, tort, negligence, in equity or any other legal theory, and whether or not PHmuseum knew or should have known of the possibility of such damage, to business interruption of any type, whether in tort, contract or otherwise
13.8 Certain rights and remedies may be available under the Sale of Goods Act 1979 or the Consumer Protection Act 1987 or similar legislation in other jurisdictions and may not be permitted to be excluded, restricted or modified. Apart from those that cannot be excluded, we and our related entities exclude all conditions and warranties that may be implied by law.
13.9 This clause operates for the benefit of PHmuseum, its agents, employees, officers, suppliers and affiliates, but otherwise a person who is not a party to these Terms has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce these Terms, provided that this clause does not affect a right or remedy of a person which otherwise exists or is available.
15.1 We may end the agreement formed by the Terms immediately by giving you written notice. It is not essential to provide reasons for the termination. Where these Terms have been terminated you must immediately cease using the Site.
15.2 Registered users may terminate their accounts and use of the Site on at least 14 days notice.
15.3 We may cancel your use of the Site at any time, for any reason, on a temporary or permanent basis. You must immediately cease using the Site should you receive a notice cancelling your licence to use the Site.
16.1 You can contact our team by email at email@example.com and firstname.lastname@example.org
16.2 You can direct notices, enquiries, complaints and so forth to PHmuseum using any other details published on the Site. We will notify you of a change of details from time-to-time by publishing new details on the Site.
16.3 We will send you notices and other correspondence to the email address that you submit to the Site, or that you notify us of from time-to-time. It is your responsibility to update your contact details as they change.
16.4 A consent, notice or communication under these Terms is effective if it is sent as an electronic communication (having the meaning given to that term in Electronic Communications Act 2000 and the Electronic Signatures Regulations 2002) unless required to be physically delivered under law.
17.1 PHmuseum may assign or otherwise create any interest in their rights under these Terms by giving you written notice.
17.2 PHmuseum may in its absolute discretion amend these Terms at any time, which shall become effective by giving you notice.
17.3 Any provision of these Terms, which is invalid or unenforceable in any jurisdiction, is, as to that jurisdiction, ineffective to the extent of the invalidity or unenforceability without affecting the remaining provisions of these Terms or affecting the validity or enforceability of that provision in any other jurisdiction. The parties will negotiate in good faith to replace any such provision with a provision which is valid and enforceable and consistent with the intention of these Terms, so far as is reasonably practicable.
17.4 These Terms form part of an ecommerce transaction and the parties agree that these Terms shall be accepted electronically and the agreement to these Terms is formed & validly entered into electronically.
17.5 The termination of these Terms does not affect the parties’ rights in respect of periods before the termination of these Terms.
17.6 These Terms and any non-contractual obligations arising therefrom are governed by the laws of England & Wales and you submit to the non-exclusive jurisdiction of the courts in England.
London, December 7th 2015