VISUAL ARTS LICENCE AGREEMENT TERMS AND CONDITIONS

A. Acceptance of these Terms

A.1 Copyright Agency Ltd (ABN 53 001 228 799) (Copyright Agency) grants licences in visual artwork and sells images via its Visual Arts Licensing Portal accessed via Copyright Agency’s website at www.copyright.com.au or at visualarts.copyright.com.au.

A.2 These terms and conditions (Terms) apply to the individual, company, entity or organisation who is entering into a legal agreement with us for the purchase of a Licence to use an Artistic Work or the purchase of an Image File or both (the Licensee, you or your); and

A.3 You accept these Terms by checking the “I agree to the Licence Terms and Conditions” box.

B. Licence to Use Artistic Work

B.1. Rights granted

B.1.1 Subject to payment of the Licence Fee, Copyright Agency grants to the Licensee a licence to reproduce, publish and communicate to the public the Artistic Work for the Product in the number of copies specified in the Project Details or Special Conditions, if any, in the Territory for the Duration.

B.1.2 Any uses other than those authorised by the grant of licence in clause 1.1 require a separate licence from Copyright Agency.

B.1.3 For the avoidance of doubt, the Licensee may not use the Artistic Work in connection with a generative artificial intelligence application such as Stability AI or ChatGPT including, but not limited to, prompting or training such an application.

B.1.4 The Licensee acknowledges that nothing in these Terms derogates from the moral rights of the author of the Artistic Work provided by the Copyright Act 1968 (Cth).

B.2. No alteration or modification

The Licensee may not crop, overprint or otherwise alter, add to or take away from the Artistic Work unless authorised by these Terms as set out in the Project Details or Special Conditions.

B.3. Copyright byline

B.3.1 The Licensee must use the byline set out in the Project Details or Special Conditions.

B.3.2 If the Licensee fails to comply with clause B.3.1 it agrees to pay to Copyright Agency in addition to the Licence Fee and on receipt of Copyright Agency’s invoice an amount of 50% of the Licence Fee.

B.4. Protection of Artistic Work in digital media

The Licensee must ensure that reproductions of the Artistic Work used in any digital media are presented in such a way that they are suitable for screen based viewing but not high quality reproduction.

B.5. Payment of Licence Fee

In consideration for the licence granted by these Terms the Licensee agrees to pay to Copyright Agency the Licence Fee plus the GST Amount either using the payment mechanism on the Visual Arts Licensing Portal or on receipt of Copyright Agency’s invoice.

B.6. No cancellation

For the avoidance of doubt, once the Licensee has accepted these Terms, the Licensee must pay the Licence Fee whether or not it exercises its rights to use the Artistic Work under the licence provided by these Terms.

B.7. Complimentary samples

On request by Copyright Agency the Licensee will provide Copyright Agency with a sample of the Product at no charge to Copyright Agency.

B.8. Complimentary photographs

B.8.1 If requested by Copyright Agency the Licensee will provide Copyright Agency a high resolution photograph of the Product in the form of a jpeg file at a minimum of 300 dpi.

B.8.2 The Licensee grants Copyright Agency a non-exclusive royalty free irrevocable licence to reproduce, communicate and publish any photograph supplied by the Licensee under clause B.8.1 for its internal and promotional purposes, including but not limited to use in reports and presentations and on its websites but not for commercial resale or licensing.

B.9. Copyright Agency’s warranty

B.9.1 Subject to clause B.9.2 Copyright Agency warrants that it is authorised to grant all rights in relation to the Artistic Work provided under these Terms.

B.9.2 The Licensee acknowledges that Copyright Agency makes no warranty about the right to use any Indigenous culturally sensitive material in respect of the Artistic Work and the Licensee should make its own enquiries in relation to any such material.

B.10. Licensee’s warranty

B.10.1 The Licensee warrants that:

(a) any product using the Artistic Work will be of high quality and will be suitable for its intended purpose;

(b) it will use its best endeavours to engage in ethical sourcing and fair trade practices with regard to the manufacture or creation of the Product; and

B.10.2 The Licensee indemnifies Copyright Agency from and against any damage, expense, loss or liability whatsoever suffered or incurred by Copyright Agency in respect of the breach of any warranty in clause B.10.1.

C. Image purchase

C.1 In consideration for the supply of a selected Image File by Copyright Agency the Licensee agrees to pay to Copyright Agency the Image Purchase Fee plus the GST Amount either using the payment mechanism on the Visual Arts Licensing Portal or on receipt of Copyright Agency’s invoice.

C.2 The Licensee may only use an Image File purchased via the Visual Arts Licensing Portal for the purpose of using the Artistic Work contained in the Image File to create the Product in accordance with the Licence or to use it in accordance with any other permission obtained from the copyright holder of the artistic work contained in the Image File and may not use it for any other purpose.

C.3 The Licensee must delete or otherwise destroy the Image File and any copies of it once it is no longer required for use under the Licence or other permission from the relevant copyright owner.

D. General

D.1. Termination

D.1.1 Copyright Agency may terminate these Terms by giving written notice to the Licensee if:

(a) the Licensee uses the Artistic Work or the Image File in any way not authorised by these Terms;

(b) the Licensee fails to pay the Licence Fee by the due date;

(c) the Licensee is in breach of an obligation of these Terms other than the requirement to pay the Licence Fee in accordance with clause B.5 and has failed to reasonably satisfy Copyright Agency that the Licensee is taking all reasonable steps to remedy the breach within one week of a written request to do so by Copyright Agency;

(d) subject to the Licensee’s rights under the Corporations Act 2001, the Licensee becomes an externally-administered body corporate within the meaning of the Corporations Act 2001; or

(e) subject to the Licensee’s rights under the Corporations Act 2001, the Licensee becomes insolvent within the meaning of the Corporations Act 2001 or ceases to carry on business.

D.1.2 On termination of these Terms the Licensee must cease using the Artistic Work and any purchased Image File.

D.2. Assigning or sublicensing

The Licensee must not sub-license, assign or otherwise alienate any of the rights granted under these Terms except in accordance with these Terms or otherwise with the express written consent of Copyright Agency.

D.3. Applicable law

These Terms shall be construed in accordance with the laws of New South Wales, Australia and each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of New South Wales.

D.4. Definitions

Artist means the artist or artists identified in the Project Details or Special Conditions;

Artistic Work means the artistic work or works identified in the Project Details or Special Conditions to which Copyright Agency controls the right of reproduction, publication and communication to the public as agent for the Artist;

Duration means the term of the Licence as set out in the Project Details or Special Conditions;

GST means the goods and services tax imposed under A New Tax System (Goods and Services Tax) Act 1999 (Cth);

GST Amount means the Licence Fee multiplied by the appropriate rate of GST (currently 10%);

Image File means a high resolution JPEG file of an artistic work, including but not limited to a painting, drawing, sculpture, work of graphic art or photograph available for purchase from Copyright Agency’s Visual Arts Licensing Portal accessible via Copyright Agency’s website at www.copyright.com.au or at visualarts.copyright.com.au;

Image Purchase Fee means the fee payable by the Licensee for an Image File as set out in the Visual Arts Licensing Portal or as notified to the Licensee by Copyright Agency via email or other written communication;

Licence means the licence to use the Artistic Work for the Product granted by the Terms, the Project Details and any Special Conditions;

Licence Fee means the fee payable by the Licensee for the Licence as set out in the Visual Arts Licensing Portal;

Product means the product or products on or in which the Artistic Work is used as described in the Project Details or Special Conditions;

Project Details means the section of the Visual Arts Licensing Portal that sets out details of your project including the Product, the Licence Fee and other matters on a page called “Your request” or similar;

Special Conditions means the section of the Visual Arts Licensing Portal that contains special conditions or any special conditions notified to the Licensee by Copyright Agency via email or other written communication; and

Territory means the territory of the Licence set out in the Project Details or Special Conditions.

D.5. Interpretation

In these Terms, unless the context otherwise requires:

(a) headings and underlinings are for convenience only and do not affect the interpretation of these Terms;

(b) words importing the singular include the plural and vice versa;

(d) a reference to any statute includes all statutes amending, consolidating or replacing it.