Before we publish your work in the Biology Image Library, you must sign our license agreement. We will email you a copy of the agreement to sign when you submit images to us.
The Agreement in brief
grants the library the non-exclusive right to publish your images
grants users of the library the right to use your images for non-commercial purposes
confirms that your future use of the work will not be limited by us in any way
confirms that you will receive a share of the subscription income from the library
confirms which of your images (if any) are available to download for one-off commercial purposes
confirms that you will receive a share of the income generated from commercial use of your images
confirms that BioMed Central may use your published images to promote the library
The Agreement in full
BioMed Central Limited ("BMC") operates the website BioMed Central Biology Image Library ("the Site") which contains an online collection of images, movies, illustrations and animations across biology and biomedicine, for use in education and research. You now wish to add your images to the Site and contribute them to BMC to be published on the Site.
In view of the foregoing, you agree to the following terms:
1. Licensed Content
The licensed content that is subject of this Agreement is specified in Attachment 1 (the "Licensed Content"). The individual images licensed for commercial use as defined below being part of the Licensed Content are specified in Attachment 2 (the "Licensed Individual Images").
2. Subject of Agreement
2.1
In consideration of the payment of the sums specified below and the other obligations of BMC hereunder you grant to BMC a non-exclusive worldwide licence
to reproduce, modify, adapt, publish, publicly perform, display, distribute and otherwise use the Licensed Content in electronic and/or digital form on the Site and any other websites operated by the Springer Science + Business Media Group (together the "Websites") and permit users of the Site to access, reproduce, distribute, print and/or download the Licensed Content or any part thereof (the "License"), to comprise the Licensed Content in different collections of images (the "Collections").
to commercially use the Licensed Individual Images if any or any part thereof to a third party, that means to grant non-exclusive sub-licenses to third parties to use, reproduce, and distribute the Licensed Individual Images for purposes of monetary reward by means of sale, resale, loan, transfer, hire, or other similar form of exploitation, direct or indirect, including the placement or upload of the Licensed Individual Images on a commercial entity's website, and
to use the Licensed Content to promote the Websites and other BMC or products and services of the Springer Science + Business Group upon the terms and conditions contained herein.
2.2
All rights in the Licensed Content including, without limitation, copyright shall be retained by you.
2.3
BMC shall ensure that the following statement is associated with the Licensed Content or any part thereof is accessed or viewed by any person; "Copyright: [NAME]".
2.4
All further images you provide to BMC after signing this Agreement shall be subject to the terms of this Agreement unless terminated by either party.
3. Content
3.1
You are entirely responsible for any Licensed Content that you provide to or otherwise make available on or through the Site. In particular, the Licensed Content may not contain any of the following:
Promote hatred, racism, bigotry, physical violence or emotional abuse against any individual or group.
Contain unlawful, threatening, defamatory, obscene, libelous or otherwise offensive material.
Misrepresent your identity or affiliation or connection with a person or entity seeking to disguise the origin of any Licensed Content.
Contain any false, misleading, deceptive, sexually suggestive, abusive or harassing Content.
Contain photographs or words depicting objectionable subject matter, Including, without limitation, excessive violence, obscenity or harassing Licensed Content.
Contain any Information or computer code that is intended to, or likely to, damage, interfere with, alter, Intercept or expropriate any data or system, such as Trojan horses, worms, time bombs, cancel bots and other unauthorized computer programming routines.
3.2
You acknowledge and agree that the Licensed Content shall not be considered confidential, proprietary or personal to you or anyone else.
4. Licence Fee
4.1
In consideration of the License granted herein BMC shall pay to you during the initial Term of this Agreement, in relation to Licenses granted to use the Site an annual fee ("Annual Fee") as follows: The Annual Fee payable for each Collection in which images from the Licensed Content appear shall be calculated as follows; (10% of A) x B/(C + D), where A is the total subscription revenue from licensed granted for non commercial use received by BMC in relation to the collection. B is the number of images contained in the Licensed Content reproduced in the collection accessible pursuant to licenses granted for non commercial use. C is the total number of images in the collection accessible pursuant to licenses granted for non commercial use. D is the number of Advisory Editors appointed for the collection x 100. The Annual Fee shall be paid annually in arrears on 31 January in each year of the Initial Term of this Agreement in respect of the 12 month period ending on the immediately preceding 31 December.
4.2
In consideration of the License granted herein BMC shall pay to you during the Initial Term of this Agreement in relation to sub-licenses granted for the use of the Licensed Individual Images for any commercial purposes 50% of the amount received by BMC for the use of such Licensed Individual Image.
4.3
In any period where the total sums owed to you are less than £25, the amount may be carried forward to the next accounting period.
5. Confidentiality
5.1
Neither party shall disclose the terms and conditions or the subject matter of this Agreement (including without limitation the fees) to any third party without the prior written consent of the other.
5.2
This provision shall survive the termination of this Agreement, and any information obtained or received which comes within these restrictions shall remain confidential, provided always that this obligation shall not apply to any information which at the time of disclosure is in the public domain or is made available at any time by an independent third party which has not obtained it directly or indirectly in breach of any confidentiality agreement with the party whose information was so disclosed.
6. Representations, Warranties and Indemnities
6.1
You warrant to BMC that you are either the exclusive owner of the copyrights and/or licensed to use third-party copyrights which subsist in the Licensed Content, and that the exercise by us of our rights under this Agreement for it, does not violate any applicable law, contract rights or other rights of others, including, without limitation, any trade secret, copyright, publicity or privacy right. You further warrant that you are fully and legally empowered to effect the grant of the Licence to BMC in accordance with this Agreement.
6.2
You agree to indemnify BMC against any losses, costs, claims, damages and expenses (including without limitation reasonable legal fees) relating to any claim (i) that the use of the Licensed Content violates the copyright, trademark or other intellectual property rights or rights of privacy or publicity of any such third party, (ii) arising out of any alleged or actual injury of any kind to person or damage to property arising out of furnishing or providing the Licensed Content (but not related to the Licensed Content itself), (iii) arising out of any alleged or actual violation by you of any applicable statute, regulations, rules, or laws, or (iv) arising out of any of your breach of any representations, warranties or covenants hereunder resulting from your breach of this Agreement.
6.3
BMC will not be responsible for any claim, loss or liability attributable to errors, inaccuracies or other defects in the Licensed Content or any part thereof arising from any act or omission or (to the maximum extent permitted by relevant laws) any negligence.
7. Term and Termination
7.1
This Agreement shall commence on the date of signature by both parties hereof (the "Effective Date") and continue for an initial period of 5 years expiring on the fifth anniversary of the date hereof (the "Initial Term"). The Agreement shall automatically renew for additional one-year periods (each a "Renewal Term") unless either party gives written notice of non-renewal to the other party at least six months prior to the end of the then current Term (the Initial Term and each Renewal Term are hereinafter referred to as the "Term").
7.2
This Agreement may be terminated without further notice if either party materially breaches the terms of the Agreement provided that (i) the non-breaching party has notified and specified the breach in writing to the other party and stated its intention to terminate the Agreement if the default is not cured and provided that (ii) the breach is not cured within thirty (30) days. Licensee shall have no right to any refund of the License Fee in the event of any termination of the Agreement.
7.3
Termination of this Agreement shall be without prejudice to any rights of either Party against the other which may have accrued up to the expiration of the Agreement. Expiration or termination of this Agreement for whatever reason shall not affect the right of any user of the Websites to continue in perpetuity to use, reproduce, distribute or print the Licensed Content or any part thereof downloaded by a user of the Site during the term of this Agreement. All licenses granted to third parties under this Agreement will remain unaffected.
8. General Provisions
8.1
This letter sets forth the entire agreement of the Parties with respect to the subject matter contained herein and no prior oral or written statement or representation not contained herein shall have force or effect. No modification or amendment to this Agreement shall be binding on either Party unless it is agreed in writing by both Parties.
8.2
If any of the provisions or portions thereof, contained in this Agreement are or become invalid under any applicable statute or rule of law, they are to that extent to be omitted and shall be replaced with a valid provision with the same economic result and all other remaining provisions shall remain in full force and effect.
8.3
BMC may assign its rights or delegate its obligations, or any part thereof under this Agreement without your prior consent. You may not assign substantially all or any part of Licensee's business or assets or otherwise, either voluntarily, by operation of law of otherwise, any portion of your rights or obligations under this Agreement without the consent of BMC.
8.4
This Agreement shall not be deemed to constitute a partnership, agency, joint venture or contract of employment between BMC and you.
8.5
In accordance with section 1(2)(a) of the Contracts (Rights of Third Parties) Act 1999, the parties intend that no term of this Agreement may be enforced by a third party.
8.6
Any Notice shall be deemed to have been duly served if delivered by hand or sent by pre-paid airmail letter post or facsimile transmission to the address stated above for the relevant party to be served (or such address as either Party may notify to the other from time to time) and any such Notice shall be deemed to have been served on delivery if delivered by hand, the expiry of 7 (seven) days if sent by pre-paid airmail letter post, or after 24 (twenty-four) hours if sent by facsimile transmission. In proving the service of a notice it shall be sufficient to prove that the Notice was duly delivered or that the envelope containing the Notice was properly addressed and posted or that the applicable means of telecommunications was properly addressed and despatched.
8.7
All interpretations of this Agreement shall be made according to the laws of England.
Attachment 1 = Licensed Content Available for Inclusion on the Site [list of all images to be included on the Site]
Attachment 2 = Licensed Content Available for Individual Image Licensing [list only of images to be made available for commercial use]
Contributor's agreement