Ocean Visuals full terms and conditions for entries

By completing the Climate Visuals online submissions process, you as a “Photographer” are agreeing to the terms & conditions (the “Agreement”) detailed herein, as issued by Climate Outreach (“Climate Outreach”, address: The Old Music Hall, 106-108 Cowley Road, Oxford, Oxfordshire OX4 1JE, UK) , effective when you complete the online submissions process for Climate Visuals.

 

DEFINITIONS:

Climate Outreach: UK-based climate change communications charity (charity registration number 1123315, company number is 06459313, registered in England and Wales).

Climate Visuals: a programme within Climate Outreach, based around an evidence-based image library (https://climatevisuals.org).

Communications Inc Limited: “Communications Inc”, UK-based communications agency working with not-for-profit organisations around the globe (address: 43 Hassocks Road, Hurstpierpoint, West Sussex BN6 9QL, UK; company number 04957092, registered in England and Wales).

Ocean Visuals: a collaborative partnership initiative between Climate Outreach (via its Climate Visuals programme) and Communications Inc with a focus on visual communication of oceans, coasts,  climate change and solutions to it.

Image, or Submitted Image: an individual still photo (not a composite or derivative work), submitted to Climate Visuals in digital format. Section 3 of this agreement prescribes submission requirements. Climate Outreach reserves the right to eliminate non-compliant submissions at the discretion of Climate Outreach.

Selected Image: any Submitted Image which is selected as part of the final 100 Images by the Climate Visuals jury.

Photographer: the individual participant who submitted the image, who should be the copyright owner of the image(s) being submitted to Climate Visuals. If the Photographer is under the age of 18 at the point of submission, the Photographer must obtain consent from their legal guardian and Climate Outreach reserves the right to see the evidence of consent.

Parties: the Photographer and Climate Outreach are together the Parties and each a Party. In the event that the Photographer is under the age of 18 at the point of submission, the legal guardian of the Photographer will be legal Party to this agreement.

Fee: the remuneration paid by Climate Outreach to the Photographer to license their submitted and selected image.

User: following categories of users of climatevisuals.org website.

either a) a third-party editorial media publication or platform (print or digital), or b) a third-party charity/non-profit/NGO communicating about climate change and aligned with the purpose, focus or principles of Climate Outreach, Climate Visuals, or c) a third party individual or education organisation using it for non-commercial educational purposes.

 

1. COMMERCIAL TERMS:

1.1 General. The jury of Climate Visual shall select 100 Selected Images in total from across all the Submitted Images in this initiative. Climate Outreach will license each image from the Photographer for the Fee detailed herein, in exchange for being granted the usage licence detailed herein.

1.2 Term. The term of this Agreement and the Rights to Image(s) defined herein are in perpetuity, commencing on the date of completion of submission.

1.3 Territory. This Agreement and the Rights to Image(s) defined herein are applicable worldwide.

1.4 Compensation. A Fee of USD $1000 is to be paid by Climate Outreach per Selected Image chosen by the jury of Climate Visuals. The Fee will be paid to the Photographer according to the payment details provided, which shall be requested from the Photographer by Climate Outreach once the jury has the Selected Images.The Fee is inclusive of VAT or similar taxes that may be payable by the Photographer.  Where possible the Fee will be remitted in the Photographers local currency, at the exchange rate available to Climate Outreach at the time of payment. Where any transfer costs/fees are levied by third parties to issue/receive the USD $1000 payment, or indeed foreign currency exchange costs/fees to local currency, those costs shall be deducted from the USD $1000 Fee. Climate Outreach will not be able to pay into countries where trade or payments are prohibited under the law of England and Wales.

 

2. RIGHTS TO IMAGE(S):

2.1 Licence Grants. Photographer grants to Climate Outreach the non-exclusive right under copyright to license, and grant sublicences to the applicable User (as defined herein), in and to the Submitted Images or Selected Images under the terms herein. In the event that the User desires to license rights to any of the Selected Images in addition to the rights contemplated and agreed to herein, Climate Outreach shall refer them to the Photographer.

2.2 Licence Granted For Selected Images. Photographer grants to Climate Outreach the non-exclusive, worldwide rights in perpetuity to Selected Images as per Creative Commons license CC BY-NC-ND 4.0: https://creativecommons.org/licenses/by-nc-nd/4.0/. It is Climate Outreach’s intention under this licence to distribute Selected Images free of charge to User(s) defined herein, clearly stating to the User(s) the restricted conditions of use under which the images are being distributed to them.

2.3 Additional Promotional Use by Climate Outreach of Selected Images. Climate Outreach will additionally have the non-exclusive licence to use any of the Selected Images for any and all of their own promotional purposes (to highlight, showcase, promote, market, advertise or communicate), including to print and exhibit Selected Images, with such right surviving in perpetuity, worldwide. This includes use both within the context of the Climate Visuals initiative, and outside of that context within the broader context of climate change communication. On occasion, this may also include promotional use via third parties, partnerships, sub-grantees and sub-contractors for the charitable purposes of Climate Outreach.

2.4 Additional Promotional Use by Climate Outreach of Submitted Images. Climate Outreach will have the non-exclusive licence to store and use any Submitted Images for further research and any and all of their own promotional purposes within the context of the Ocean Visuals initiative (to highlight, showcase, promote, market, advertise or communicate Climate Visuals) with such right surviving in perpetuity, worldwide.

2.5 Additional Third-Party Partner. Climate Outreach may, at any time during the Ocean Visuals initiative, choose to add a third-party commercial, delivery, engagement, audience or research partners to the Ocean Visuals initiative, to sponsor, provide additional funding, and/or promote the initiative. At such time, this partner will also be granted the same rights as Climate Outreach as per clauses 2.3 and 2.4 herein.

2.6 Photographer’s Retained Rights. Photographer retains all other rights, title and interest in and to the Image, including copyright ownership.

2.7Restricted Uses. No Unlawful Use: Users may not use content in a pornographic, defamatory or other unlawful manner, or in violation of any applicable regulations or industry codes. No Alteration of Content: Images may be cropped or otherwise edited for technical quality, provided that the editorial integrity of the content is not compromised, but the Images may not otherwise be altered. No Standalone File Use by Third Parties: third parties that receive the Images from Climate Outreach may not use such Images in any way that allows others to download, extract or redistribute any Image as a standalone file (meaning just the Image file itself); except as incidental to the technology available, which may allow for screen shots and other recording of images that may be reasonably available to users.

2.8 Hosting Of Selected Images. The Selected Images will be hosted securely on the Climate Visuals website, accessible to Users via login, upon agreeing to conditions of use and may be shown promoted or included thereafter.

2.9 Photographer Credit. Climate Outreach will request that its Users and all partners include a photograph credit, adjacent to each published Content or, in the following format: Photographer’s Name / Climate Visuals. Climate Outreach will not encourage Customers to use the Climate Outreach or Climate Visuals credit to the exclusion of the Photographer’s credit.

2.10 Right To Withdraw Images. Completion of the Climate Visuals submissions process, and in doing so agreeing to the Terms & Conditions detailed herein, provides final, irrevocable consent to the Submitted Image(s) being included in Climate Visuals or Ocean Visuals initiative, without any retained right to withdraw images in future.

2.11 Failure To Provide Valid Payment Information. Failure by the Photographer to provide valid payment information, as referenced in clause 1.4 “Compensation” herein, shall not cause the Selected Image(s) to be withdrawn from the Climate Visuals initiative, and the Rights To Image(s) detailed herein shall persist.

2.12 Moral Rights. For the purposes of this Agreement, “Moral Rights” means all non-transferable and non-licensable rights belonging to the original creator of the Content that are automatically conferred by legislation to varying degrees in different countries. To the extent allowed by law, Photographer waives all Moral Rights relating to the Content, with exception to the above clause 2.9 “Photographer Credit”. To the extent such waivers are not permitted by applicable law, Photographer agrees not to enforce such Moral Rights against Climate Outreach,  its Customers or Partners.  Where Photographer is not the owner of any Moral Rights, Photographer confirms that all Moral Rights have been waived to this same extent or that Photographer has obtained the same commitments not to enforce Moral Rights as set forth herein.

2.13 Right to Control Claims. Photographer shall have the right at their own expense to proceed against any third party for any unauthorised use of the Content, the exclusive right to make, control, settle and defend any claims related to infringement of copyright in the Content and any associated intellectual property rights (“Claims”). Photographer and Climate Outreach agree to provide reasonable cooperation to each other and not to unreasonably withhold or delay cooperation in these Claims.

 

3. IMAGE SUBMISSION REQUIREMENTS.

3.1 Image Manipulation. Submitted Images must not have been manipulated to change the content of the image, beyond basic editorial photo industry standards such as balancing of brightness, contrast and colour.

3.2 Copyright & Caption. Submissions must detail the copyright of each Submitted Image, and each must come accompanied with the date and location of the Submitted Image’s creation, and also include a written caption explaining what the Submitted Image shows. All Submissions must adhere to the specific caption guidance specified at the point of entry/submission. [specific caption guidance will be provided separately on the entry site].

3.3 Image Size. Entries must be high resolution images, according to industry standards, in JPEG format, sized to at least 3000 pixels along the longest side.

3.4 Verification Of Authorship And Copyright, Submitted Image(s). As a means for Climate Outreach to verify the authorship and copyright of the Submitted Image during the online Climate Visuals submissions process, if the Submitted Image exists online with attribution to the author on a public-facing web site or on social media you agree to include a link to the Submitted Image where it exists online.

3.5 Verification Of Authorship And Copyright, Selected Image(s). As a means for Climate Outreach to verify the authorship and copyright of the Selected Image, if contacted by Climate Outreach you agree to provide additional confirmation of authorship and copyright, and/or additional information about the Selected Image(s), and/or the original file.

3.6 Collaboration In Promotion Of Oceans Visuals. Climate Outreach aims to help showcase and promote the Photographers behind the 100 Selected Images where possible, and the overall Climate Visuals initiative. This may include the chance to engage further with an individual Photographer in an interview, to discuss their broader interest in climate change, their role in photography, and more. Photographer agrees to provide reasonable cooperation to Climate Outreach, and not to unreasonably withhold or delay cooperation in this further engagement.

 

4. REPRESENTATIONS AND WARRANTIES, INDEMNIFICATION & LIMITS ON LIABILITY.

4.1 Representations and Warranties. Each Party represents and warrants that it has the power and authority to enter into the Agreement and to perform its obligations hereunder and that it will comply with all applicable laws, including without limitation the Foreign Corrupt Practices Act or UK Bribery Act, Proceeds of Crime Act or Money Laundering and Terrorist Financing Regulations in the UK . Photographer represents and warrants to Climate Outreach as follows: (a) Photographer does not have any obligations to any third party nor hold membership in any trade group or collective society that would impair Photographer’s obligations or impose additional requirements on Climate Outreach hereunder; (b) Photographer is the sole and exclusive owner of the Content or is the authorised representative of such copyright owner; (c) the Content, to the best of Photographer’s knowledge after due investigation and prior to modification or re-captioning by Climate Outreach, will not infringe the copyright of any third party, will not contain any matter, content or location which violates any applicable law or regulation and, if model-released ad/or property-released, will not defame, violate the right of privacy or publicity, or infringe the trademark or other personal or property interests of the parties signing such release; and (d) all caption information provided by Photographer will be accurate.

4.2 Indemnification. Each Party (an “indemnitor”) agrees  to indemnify and make good of loss or damage incurred from third-party losses and damages arising out of or in connection with breach of this Agreement. This indemnification will not cover third-party losses. The indemnifying party's liability is limited to the maximum amount covered by indemnitor’s insurance.

4.3 Indemnification. Each Party (an “Indemnitor”) agrees to defend, indemnify and hold harmless the other Party and its affiliates, licensees, officers, directors, employees and agents (each an “Indemnitee”) from and against any and all actual or alleged third-party claims and accompanying liabilities, losses, damages, costs and expenses (including reasonable external legal fees) arising out of or in connection with any actual or alleged breach of the Agreement or any duty, representation, or warranty contained herein by the Indemnitor, any actual or alleged act or material omission of the Indemnitor or its employees or agents, or, in the case of Photographer as Indemnitor, any breach of any agreement between Photographer and a third party relating to the Content. Indemnitor may at its option defend such claim at Indemnitor’s expense, and Indemnitee shall cooperate fully in defending or settling such claim, provided that Indemnitor may not settle without Indemnitee’s prior written consent, which shall not be unreasonably withheld.

4.4 Limitation of Liability. Climate Outreach shall not be liable for any punitive, indirect, consequential, special or incidental damages arising out of or in connection with the Agreement, even if it has been advised of the possibility of such. In addition, Climate Outreach shall not be liable to Photographer under any circumstances arising out of the misuse of the Content by any third party. 

 

5. MISCELLANEOUS.

5.1 Entire Agreement; Severability; Waiver. This Agreement constitutes the entire agreement among the Parties relating to its subject matter and may not be amended, except (a) in writing by an authorised representative of each Party; or (b) where a court or other competent legal authority finds a provision to be invalid, illegal or unenforceable (in which event such determination shall not affect any other provision in the Agreement all of which shall remain in full force, and the Parties shall in good faith consult to agree on the extent of any amendment that might be possible to make the provision valid, enforceable or legal while reflecting as far as possible the original intention of the Parties). If a Party waives any provision of this Agreement, the waiver in such an instance shall not be deemed to be a continuing waiver, and no waiver by either Party shall prevent such Party from enforcing any and all other provisions of this Agreement.

5.2 Assignment. Photographer may not assign his, her or its rights or obligations under this Agreement without the prior approval of Climate Outreach, which will not be unreasonably withheld and shall never be withheld in the case of an assignment of rights to a corporation or to a trust controlled by Photographer or for the sole benefit of Photographer or Photographer’s immediate family. Climate Outreach may assign its rights, obligations and duties under this Agreement, in whole or in part, to any entity controlling, controlled by, or under common control with Climate Outreach or as part of a merger, reorganisation or sale of assets by Climate Outreach.

5.3 Nature of Relationship. Climate Outreach and Photographers are independent contractors. The Parties expressly acknowledge and agree that their relationship is not one of partnership, employment, joint venture, or any other legal identity. Photographer will be solely responsible for any taxes or penalties with respect to the Licence Fee.

5.4 Governing Law and Arbitration. This Agreement will be construed and enforced in accordance with the laws of England and Wales, excluding its laws relating to conflict of laws. Any dispute arising out of or in connection with the Agreement shall be settled by binding, confidential arbitration before a single arbitrator to be selected using the rules and procedures for arbitrator selection under the International Dispute Resolution Centre ("IDRC") in effect on the date of commencement of the arbitration, to be held in London, England. Photographer may select the applicable rules and the venue from the foregoing. The arbitration proceedings shall be conducted in English and all documentation shall be presented and filed in English. The decision of the arbitrator shall be final and binding on the Parties, and judgement may be entered on the arbitration award and enforced by any court of competent jurisdiction. The substantially prevailing Party will be entitled to recover its reasonable legal costs. If both Parties prevail on particular claims, or defences of a claim, then each Party will be entitled to recover its reasonable legal costs for those claims it successfully asserts or defends, and the awards will be offset.  Nothing contained in this Section will limit or delay the right of either Party to seek injunctive relief from a court of competent jurisdiction located in England and Wales, whether or not such Party has pursued arbitration in accordance with this Section. The Parties agree that, notwithstanding any otherwise applicable statute(s) of limitation, any proceeding within the scope of this paragraph shall be commenced within two years of the acts, events, or occurrences giving rise to the claim.

5.5 Further Assurances. Each Party will, and will use its reasonable efforts to cause any third party to, execute and perform such further acts, deeds and documents as may from time to time be required to give full legal and practical effect to the terms of this Agreement.

5.6 Notices. The Parties shall provide all notices in writing via email to info@climateoutreach.org with the subject line titled “Climate Visuals” or to the registered postal address at the time. Notices to Photographer will be sent to the mail or email address reflected in the online submissions process for Climate Visuals.

5.7 Personal Data Transfer. To participate in the Oceans Visuals initiative, you will need to agree to our data protection terms.