Licence Agreement (“LA”)

This is a legal agreement (the “Agreement”) between you or your company, firm or other organization, as applicable, ("you") and So.Co Investments Limited ("So.Co"), each a “party” and together the “parties”. So.Co has been appointed agent by its Photographers to grant this Licence on their behalf.

Please read this Agreement carefully in its entirety before you download or use any Content. By confirming the purchase of the Content or downloading the Content you have selected from this website you agree to be bound by the terms of this Agreement and the usage restrictions contained herein or in an Invoice. If you do not wish to accept the terms of this Agreement, please delete the unused Content and notify So.Co by email to the following address: license@so.co within fourteen (14) days from the Invoice date for a full refund.

  1. 1. Definitions

 “Content” Means the specific copy of the image, footage, video, illustration, or graphic available on the Website that you have selected, and which is identified on the Invoice.

“Photographer” Means the parties who have submitted Content to So.Co or have allowed So.Co to access and obtain the Content.

 “Intellectual Property” Means all patents, rights to inventions, copyright and related rights, moral rights, trademarks, service marks, trade names, trade dress, symbols, logos and designs, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

“Invoice” Means the computer-generated or pre-printed invoice or license document provided by So.Co that may include, without limitation, details of the Content selected, any limitations on the Licence in addition to those specified herein, the key terms of the Licence and the corresponding price for the Licence. The terms contained in the invoice or license document will be incorporated into this Agreement and all references to the Agreement will include those terms.

“Licence” Means the non-exclusive (unless otherwise stated in the Invoice) right So.Co grants to you to use the Content.

“Licence Fee” Means any sum or sums payable to So.Co by you in respect of the Licence.

“Release” Means a model or property release or any other release or clearance of a third-party right or other permission which it is necessary or desirable to obtain in respect of your use of the Content.

“Reproduction” Includes any form of copying or publication of the whole or part of any Content whether by printing, slide projection or other display (whether or not to an audience), electronic, digital or mechanical means, use as a reference by an artist or in an artist’s illustration or by any other means. Reproduction further includes the copying or distortion or manipulation of the whole or part of any Content (for example, by computer, electronically, digitally by an artist or by any other means), even though the resulting image or video clip may not appear to a reasonable person to be derived from the original Content.

 “Terms” Means the terms and conditions set out in this Agreement and includes the terms contained in the Invoice. In the event of any conflict between the terms contained in the Invoice and those in this Agreement, the terms in the Invoice will prevail.

“Website” Means the website owned and operated by So.Co at URL https://www.so.co  (as amended by So.Co from time to time).

  1. 2. Contracting parties

The parties to this contract are So.Co and you. So.Co has been appointed agent by agreement with its Photographers to grant this Licence on their behalf.

  1. 3. Grant of rights and restrictions

1. For all Licences

  1. Content when used in a news context may be cropped or otherwise edited for technical quality, provided that the editorial integrity of the Content is not compromised and the truth of the Content is maintained, but may not, under any circumstances, otherwise be altered.
  3. You must not incorporate any Content (or any part of them) into a logo, trademark or service mark.
      1. Content must not be used as references for creating drawings or other visual works unless specifically authorised in the Invoice.
      2. So.Co does not warrant the accuracy of the captioning, keywording or any other information associated with the Content. In particular you acknowledge that captions, keywording and other information associated with the Content may have been translated from the original language into another language using an automated machine translation process that So.Co has had no input into or control over and that accordingly So.Co disclaims any liability for inaccurate, misleading, defamatory, insulting, offensive, infringing or unlawful content created as a result of or arising out of such translation process.
      3. You acknowledge that the Content licensed to you may be original Content that has had certain pre- formatting changes carried out by So.Co, as may be specified on the applicable Invoice. You are solely responsible for ensuring that the Content so altered is suitable and appropriate for your intended use. You agree that any altered Content that gives an untrue representation of reality should not be used for news or current events reporting. You accept that pre-formatting changes carried out to original Content by the Photographer may not be specified on the Invoice.
      4. You may not use the Content in a pornographic, defamatory, fraudulent, lewd, obscene or otherwise illegal manner, including but not limited to infringing any third-party Intellectual Property or privacy rights, whether directly or in context or by juxtaposition with other materials.
      5. You must abide by any direction, instruction or restriction on use notified to you by So.Co before or at the time of delivery of the Content, either in the information accompanying the Content, the Invoice or otherwise.
      6. So.Co, after reasonable notice, may inspect any records, accounts and books relating to the Reproduction of any of the Content to ensure that the Content is being used in accordance with this Agreement.
      7. Subject to the credit obligations in Clause 4.3, you may store the Content in a digital library, network configuration or other electronic storage system to allow it to be viewed within your organisation and by your clients. When your Licence period (as set out in the Invoice) ends or if your Licence is otherwise terminated, you must promptly delete the Content from your computer, digital library, network configuration or other electronic storage system. Any subsequent reuses of the Content must be agreed with So.Co in advance of such use to ensure the Content is available to use under the rights you require.
      8. The Content may not be sublicensed, resold or otherwise made available for use or distribution separately or detached from a product or web page. For example, the Content may be used as an integral part of a web page design but may not be made available for downloading separately or in a format designed or intended for permanent storage or reuse by website users. Similarly, your customers may be provided with copies of the Content as an integral part of work product but may not be provided with the Content or permitted to use the Content separately.
      9. It is your responsibility to check that all necessary Releases have been secured (see Clause 7 below).
      10. You acknowledge that certain of the Content is provided to So.Co subject to arrangements (involving intellectual property and/or any other rights or otherwise), restrictions, or prohibitions imposed by Photographers on the use of such Content. You agree to: (i) comply with any such arrangements, restrictions, or prohibitions imposed by So.Co and/or its Photographers; and (ii) where appropriate, ensure that certain arrangements (including payment of any applicable third party licence or other fee) are made directly with any such Photographer. Such arrangements, restrictions, or prohibitions will be notified to you in the captions or other metadata of the Content or otherwise in writing.
    2. For all Licences.
      1. So.Co grants to you a non-exclusive (unless otherwise stated on Invoice) right to Reproduce the Content solely in the manner and for the purposes set out in the Invoice.
      2. Use of the Content is strictly limited to the use, medium, period of time, territory and any other restrictions specified in the Invoice or pursuant to Clause 3.1.12. You may utilize the Content in any production process that may be necessary for the intended use specified in the Invoice.
    3. For all Licences, the Content may be shared by creating an image library, network configuration or other similar arrangement so long as only individuals employed by the same entity have access to the Content.
  4. Credit and Copyright issues
    1. No ownership or copyright, if applicable, in any Content will pass to you by the issue of the Licence. You acknowledge that, with the exception of certain Content that may be in the public domain (for which you are obtaining access rights), all right, title and interest in and to the Content, including, without limitation, any applicable Intellectual Property rights therein remain with the Photographers, and nothing contained herein will be construed to convey any rights or proprietary interest in the Content other than the specific rights granted in Clause 3 herein.
    2. Unless otherwise agreed in writing, if any Content is Reproduced by you for editorial purposes (i.e. for any non- promotional purpose) you must include the credit line "(Photographer’s or Agency’s name)/So.Co ", or any other credit line specified by So.Co.
    3. The Content as stored, shared or otherwise made available by you, must at all times retain any So.Co source credit, the name of any Photographer (if applicable), the Content identification reference number, any third party credit or notice and any other information or metadata (“Content Information”) that is embedded in or provided with the electronic file that comprises any Content.  Failure to maintain the integrity of the Content Information referred to in this Clause 4.3 will constitute a material breach of this Agreement.
    4. In connection with the use of "So.Co" or any other of So.Co’s, its partners' or Photographers’ trade names, trademarks, logos or service marks ("Marks"), you acknowledge and agree that: (i) such Marks are and will remain the sole property of So.Co, its partners or Photographers (as applicable); (ii) nothing will confer upon you any right of use in or to the Marks; and (iii) you will not now or in the future contest the validity of the Marks.
    5. You will immediately notify So.Co if you become aware or suspect that any third party has gained access to the Content through you, is wrongfully using the Content, in whole or in part, or is violating any of So.Co’s or any third party Intellectual Property rights.
  6. 5.Warranty and limitation of liability
    1. So.Co guarantees that should any Content contain defects in material or workmanship which are notified in writing to So.Co within fourteen (14) days from the date of delivery of the Content, then So.Co will either replace that Content with another digital copy of the Content free from defect or refund the Licence Fee paid by you to the extent attributable to the defective Content, at So.Co’s option.
    2. Where copyright subsists in the Content, So.Co warrants that it is authorised by the copyright holder to offer a licence on the terms set out in this Agreement.
    3. So.Co makes no other warranty, express or implied, including, without limitation, any implied warranties of merchantability or fitness for a particular purpose. Neither So.Co nor its Photographers will be liable to you or any other person or entity 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 So.Co, its servants or agents or otherwise) which arises out of or in connection with this Agreement, even if So.Co has been advised of the possibility of such damages, costs or losses. So.Co’s maximum liability arising out of or in connection with this Agreement and in relation to your use of or inability to use the Content will be limited to ten (10) times the value paid by you for the relevant Content.
    4. The terms of Clause 5.3 will not preclude any liability or claim: (i) for death or bodily injury; (ii) for fraud; (iii) arising from willful default or gross negligence on the part of So.Co or any of its employees, agents or otherwise; or (iv) which cannot be excluded or limited by law.. Each provision of Clause 5.3 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 will remain in force notwithstanding the termination of this Agreement.
    5. Notwithstanding any other provisions of this Agreement, each party acknowledges that the Website may contain archival or other collections that include Content that are not protected by copyright, in the public domain or for which copyright ownership is unknown and that in respect of such Content:
      1. So.Co or its Photographers do not purport to have any Intellectual Property rights in such Content and are solely providing you with access to their copy based on your compliance with the terms of this Agreement; and
      2. other copies of such Content may be available elsewhere for free.
  7. Payment

Any delay in receipt of the Licence Fee by So.Co constitutes a material breach of this Agreement. Such material breach entitles So.Co to immediately terminate this Agreement and may, in some instances, constitute an infringement of copyright and/or other Intellectual Property rights.

  1. Release information
    1. Unless the Content is marked as having a Release available on the Website at the time you download or order it, So.Co gives no representations or warranties whatsoever: (i) as to the existence of any Releases associated with the Content; or (ii) with respect to the use of names, trademarks, logos, uniforms, registered or copyrighted designs or artistic works depicted in any Content.
    2. You must satisfy yourself that all Releases as may be required for the Reproduction of the Content have been secured and are appropriate for your intended use. You are solely responsible for obtaining all such Releases and will be solely liable in the event that a suitable Release is not obtained. If you are unsure as to whether any Releases are needed for your Content usage, then it is your responsibility to consult with relevant parties. You will not rely upon any representation or warranty given by So.Co employees or representatives save as set out in this Agreement.
  2. Indemnity

You will indemnify and keep So.Co and its Photographers indemnified against any and all claims, damages, losses, expenses or costs, including reasonable legal costs, arising in any manner whatsoever from: (i) your unauthorised use of any Content; (ii) any third party claim in relation to your failure to secure any necessary Releases; and (iii) any other breach by you of any of your obligations under this Agreement. The terms of this Clause 8 will survive the expiration or earlier termination of this Agreement.

  1. Licence fee

The Licence Fee depends on the nature of the rights granted. You agree to notify So.Co in the event that you wish to expand the usage for the Content and pay any additional Licence Fee. Use of any Content in a manner not specifically authorised under the terms set out in the Invoice or otherwise in the Agreement constitutes a material breach of the Agreement and may in some instances constitute an infringement of copyright and/or other Intellectual Property rights.

  1. Licence cancellation
    1. If you haven't used the Content file you may cancel the Licence and get a full refund within fourteen (14) days of the Invoice date. You'll need to send us an email to license@so.co, with the Invoice number (e.g. IY11110000) and the Content file number (e.g.AT4WHG). If you cancel, you will not be able to use the Content and you will need to remove it from your archives.
    2. In addition, So.Co may terminate or withdraw your Licence in relation to the Content based on a potential or actual legal claim. Upon such termination or withdrawal, you and your client (if applicable) must immediately discontinue all future use of the Content, delete the Content and all copies from all magnetic/electronic media and destroy all other copies in its or your possession or control. So.Co may replace the Content with alternate Content upon its discretion.
  2. Confidentiality

Each party agrees and undertakes that, both during and after the term of this Agreement, it will keep confidential, will not use for its own purposes and will not without the prior written consent of the other party disclose to any third party (other than to any company in either party’s group of companies) any information concerning the business and affairs of the other (including the terms (but not the fact) of this Agreement) which may become known to such party in connection with this Agreement unless such information is public knowledge other than as a result of a breach of this paragraph, has been independently acquired from a third party without restriction on disclosure, or is required by law or any regulatory body or for the purposes of litigation by or against either party to be disclosed.

  1. Data Privacy

We will collect and process personal information either submitted by you or collected by us to enable us to perform our contractual obligations to you and to provide services related to this Agreement. We will at all times adhere to applicable data protection laws and will process your personal information in accordance with our Privacy Policy.

  1. Overdue Invoices
    1. Unless otherwise agreed by us in writing, all Invoices are payable by you within fourteen (14) days.
    2. If you do not make full payment of an Invoice on time, we reserve the right to: (i) charge interest on the outstanding amount at the rate prescribed by the Late Payment of Commercial Debts (Interest) Act 1998 from the date payment was due until payment is received by So.Co; and/or (ii) terminate the Licence and/or suspend further services for you.
  2. Condition of Content

You should make sure that you examine the Content for possible defects (whether digital or otherwise) before sending the Content for Reproduction. Subject to Clause 5.1, So.Co will not be liable for any loss or damage suffered by you or any third party arising from any alleged or actual defect in any Content or its caption or in any way from its Reproduction.

  1. Downtime

Due to the nature of server provision, downtime and lost transmissions may occur as part of routine maintenance. You are advised to maintain a copy of your account status and details of Content purchased.

  1. Miscellaneous terms
    1. The Licence will terminate immediately if you: (i) enter into voluntary or compulsory liquidation, have a receiver appointed, or suffer any other insolvency or bankruptcy event, (ii) cease or threaten to cease to carry on trading (if applicable);or (iii) commit a material breach of this Agreement and, if such breach is remediable, it is not remedied within fourteen (14) days of receipt of notice requiring remedy. In the event of termination, all rights granted will immediately revert to us and any further exploitation of any Content may in some instances constitute an infringement of copyright and/or other Intellectual Property rights.
    2. The Licence is conditional on your not being aware of or having received, prior to licensing any Content, any correspondence, representations, complaints or claims from So.Co or third parties (collectively ‘Claims’) alleging that the Content in question is in breach of copyright or other third party Intellectual Property rights or is in some other way unauthorised. Any such Claims existing at the time the Content is purported to be Licenced will render any Licence granted void from the beginning. Any use of in-copyright Content in a manner not expressly authorised by this Agreement may constitute copyright infringement, entitling So.Co to exercise all rights and remedies available to it under copyright laws around the world. You will be responsible for any damages resulting from any such copyright infringement, including any Claims by a third party. In addition, and without prejudice to So.Co's other remedies under this Agreement, So.Co reserves the right to charge and you agree to pay a fee equal to up to five (5) times So.Co's standard Licence fee for the unauthorised use of the Content.
    3. No variation of any of these Terms will be effective unless in writing and signed by So.Co and you.
    4. The failure or delay by either party to enforce at any time any one or more of the terms or conditions of this Agreement will not be a waiver of such rights or any other rights.
    5. In the event of any inconsistency between the Terms and the terms contained in any purchase order or other communication sent by you, the Terms of this Agreement will prevail.
    6. Each party acknowledges that, in entering into this Agreement, it has not relied on any representation made by the other party that has not been set out in this Agreement.
    7. Neither party will be liable to the other under or in connection with this Agreement for any failures, interruptions, delays or other matters of a similar nature arising out of circumstances beyond its reasonable control.
    8. Subject to Clause 3.1.13, neither party will assign, sub-contract, sub-license or otherwise transfer its rights or obligations under this Agreement without the prior written consent of the other party, not to be unreasonably withheld or delayed.
    9. The parties agree that for the purpose of Section 1(2) of the Contracts (Rights of Third Parties) Act 1999 no term of this Agreement shall be enforceable by a third party.
    10. If any provision of this Agreement is held to be void or unenforceable in whole or in part, this Agreement will continue in force in relation to the unaffected provisions and the remainder of the provision in question.
    11. This Agreement, its validity and effect, will be interpreted under and governed by the laws of England and be subject to the exclusive jurisdiction of the English courts. If So.Co is required to enforce its rights as a result of any breach of these terms, whether legal proceedings are commenced or not, you agree to indemnify So.Co in respect of all reasonable legal fees and costs incurred by So.Co in relation thereto.