|HD||Commercial Rights Managed|
These Terms & Conditions are entered into by you and the Licensor.
In these Terms & Conditions, the following definitions apply:
“Terms & Conditions”: means the terms and conditions set out in this document as amended from time to time as set out below.
“Event Outside our Control”: means any act or event beyond our reasonable control, including without limitation strikes, lock-outs or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, or failure of public or private telecommunications networks.
“Image(s)”: means the content, footage, photographs and films that are shown on the Website and available for Purchase by you on the terms of these Terms & Conditions.
“Image Purchase Form”: means you must specify upon checkout where the image will be used, which is in line with these Terms and Conditions.
“Licence Fee”: the money you must pay for the rights to Use each Image.
“Purchase” or “Purchasing”: means when you pay the Licensor the Licence Fee and the Licensor grants you a sub-licence to use an Image for the Purpose.
“Services”: the internet based services supplied by the Licensor related to Purchasing Images from the Website.
“Use”: means any form of copying or publication of the whole or part of any Image 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.
“Purpose”: is the specific purpose(s) you will use the Image(s) for as indicated on the Image Purchase Form that you complete when you Purchase an Image.
When we use the words “writing” or “written” in these Terms & Conditions, this will include e-mail unless we say otherwise.
OUR CONTRACT WITH YOU
PLEASE ENSURE THAT YOU READ THESE TERMS & CONDITIONS CAREFULLY AND ACCEPT THEM BEFORE YOU DOWNLOAD OR USE ANY IMAGE.
By clicking "I Agree" or otherwise signifying acceptance, the individual who is doing so is accepting and agreeing to be bound by this Agreement for him/herself and on behalf of his/her employer or other Person that is identified as the Member, and the Person that is designated as the Licensee. If you are accepting on behalf of your employer or other Person that is the Member and/or that is designated as the Licensee, you represent and warrant that you have full legal authority to bind such employer or other Person.
You acknowledge that you have read this Agreement, understand it, and have had an opportunity to seek independent legal advice prior to agreeing to it. In consideration of the Licensor allowing you to access or download the Content, you agree to be bound by the terms and conditions of this Agreement. Additionally, you acknowledge and agree that you have reviewed the Website Terms and any other agreements which may be incorporated by reference herein and therein, and to the extent of their incorporation in this Agreement, you agree to be bound by them. Any samples, descriptive matter or advertising issued by the Licensor and any descriptions or illustrations on the Website, are issued or published for the sole purpose of giving an approximate idea of the Services and Images. They shall not form part of these Terms & Conditions or have any contractual force.
These Terms & Conditions apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
CHANGES TO TERMS
We may revise these Terms & Conditions from time to time in the following circumstances:
If we have to revise these Terms & Conditions, we will inform you by email of any changes to these Terms & Conditions before they take effect.
USE OF IMAGES
Subject to these Terms & Conditions and you paying the Licence Fee, the Licensor grants to you a non-exclusive, non-sublicensable and non-assignable right to Use the Image(s) solely for the Purpose (the Licence). No ownership or copyright in any Image shall pass to you.
The license is good for all media, worldwide, in perpetuity. The footage is rights managed and licensed on a per project basis, meaning you can only use it on one project, per purchase. The license is good for the life of your specific project.
You may not Use an Image until payment of the Licence Fee in full has been received by the Licensor. Any Use by you or on your behalf prior to payment being received by the Licensor, constitutes a breach of these Terms & Conditions and the Licensor may immediately terminate these Terms & Conditions and seek damages.
You agree to notify the Licensor in the event that you wish to change or amend the Purpose and at the Licensor’s discretion you may be charged an additional Licence Fee. Use of an Image in a manner not specifically authorised by the Licensor constitutes a breach of these Terms & Conditions and an infringement of copyright.
You must ensure any notice of copyright, trade mark or other propriety right is not removed from where it is placed on or embedded in the Image. You may alter, crop, manipulate and create derivative works from the Image(s), so long as you ensure any notice of copyright, trade mark or other propriety right is not removed from any place where it is placed on or embedded in the Image.
You must not incorporate Images (or any part of them) into a logo, trade mark or service mark.
You may not use the Image(s) in a pornographic, defamatory, fraudulent, racist, obscene or otherwise illegal manner.
You must abide by any restriction on use notified to you by the Licensor before, after or at the time of delivery of the Image(s).
After giving you reasonable notice, the Licensor may inspect any records, accounts and books relating to the Use of any of the Image(s) to ensure that the Image(s) are being used in accordance with these Terms & Conditions.
The Licensor may from time to time send you notification that an Image is no longer available for licensing in new products or designs. At this point you must promptly delete the Image from your database and no longer make it available for selection for new work.
In connection with the use of “the Licensor“, trade marks, logos or service marks, including the names of all Image collections (“Marks”), you acknowledge and agree that such Marks are and shall remain the sole property of the Licensor and nothing shall confer upon you any right of use in or to the Marks.
You will immediately notify the Licensor if you become aware or suspect that any third party has gained access to the Images through you, is wrongfully using the Images, in whole or in part, or is violating any of the Licensor intellectual property rights, including, but not limited to, trade marks and copyrights.
However, notwithstanding anything in this Agreement, the Licensor assume no responsibility whatsoever, and you are solely responsible, for (A) reviewing and if necessary confirming the Content and the releases provided by the Licensor and other Content Information, (B) determining whether or not any Content is or is not Editorial Content, (C) determining whether any additional clearance or release is required in connection with any proposed use of the Content, and (D) obtaining any additional releases and/or clearances that are legally required with regard to any Third Party IP. You must satisfy yourself that all Releases as may be required for Reproduction of the Image(s) have been secured. You are solely responsible for obtaining all such Releases and the Licence is conditional in each case on your obtaining them. If you are unsure as to whether any Releases are needed for your Image usage, then it is your responsibility to consult with relevant parties. If any Image featuring a model is used in (i) a manner that would lead a reasonable person to believe that the model personally uses or endorses a product or service, or (ii) if the depiction of the model in the Image would be unflattering or unduly controversial to a reasonable person, you must accompany each such use with a statement indicating that the person is a model and the Image is being used for illustrative purposes only.
IF YOU ARE A CONSUMER (this clause only applies if you are a consumer i.e. a private individual consumer and not another form of legal person including a business).
We intend to rely upon these Terms & Conditions and any document expressly referred to in them in relation to the contract between you and us. As a consumer, you have legal rights in relation to the Images that are faulty or not as seen on the website. Advice about your legal rights may be available from your local Citizens' Advice Bureau or Trading Standards office. Nothing in these Terms & Conditions will affect these legal rights.
IF YOU ARE A BUSINESS CUSTOMER (this clause only applies if you are a business customer)
If you are not a consumer, you confirm that you have authority to bind any business on whose behalf you use our site to Purchase Images.
You agree that you shall:
PRICE AND PAYMENT
Orders. By placing an order through the Website, you make an offer to Purchase an Image you have selected.
Prices. The Licence Fees payable for each Image you order are those displayed on the Website on the date you place your order. The Licensor reserves the right to modify its prices at any time and to cancel a contract with you in the case of printing or calculation errors.
Payment. Most payments will be due immediately on checkout, unless an agreement for an alternative method has been agreed in advance.
Late Payment. In the event of late payment, you will be charged interest on the outstanding balance as well as any reasonable administrative and legal collection costs. the Licensor reserves the right to refuse any new order until full payment of any overdue balance.
OUR LIABILITY TO YOU IF YOU ARE A CONSUMER (this clause only applies if you are a consumer i.e. a private individual consumer and not another form of legal person including a business).
If the Licensor fails to comply with these Terms & Conditions, the Licensor are responsible for loss or damage you suffer that is a foreseeable result of breach of the Terms & Conditions or negligence, but the Licensor is not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if they were an obvious consequence of breach or if they were contemplated by you and the Licensor at the time you entered into this contract. To the extent permitted by law and subject to the terms of this clause, any claim you may have for loss or damage that is foreseeable shall be limited in the aggregate to three times the Purchase price you paid for the Use of the Image that has caused your loss or damage.
If you are a consumer (i.e. a private individual consumer and not another form of legal person including a business) the Licensor only supply the Services and Images for your domestic and private use. You agree not to use the Services or Images for any commercial, business or re-sale purpose, and the Licensor have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
The Licensor do not exclude or limit in any way liability for:
OUR LIABILITY TO YOU IF YOU ARE A BUSINESS (this clause only applies if you are a business customer).
Nothing in these Terms & Conditions shall limit or exclude liability for death or personal injury caused by negligence or for fraud or fraudulent misrepresentation.
Subject to the above, the Licensor will under no circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the contract between the Licensor for:
Subject to the events listed above, the Licensor total liability to you in respect of all other losses arising under or in connection with the contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited in the aggregate to three times the Licence Fee you paid for the Use of the Image that has caused your loss or damage.
You agree to indemnify the Licensor and its Image suppliers against any claims, damages, losses, expenses or costs, including reasonable legal costs, arising in any manner whatsoever from your unauthorised use of any Image supplied to you by the Licensor and/or any claim of a failure to obtain from third parties all permissions necessary to use any Third Party IP, and/or, any claim of a failure to fulfill any responsibility or obligation assumed by you under this Agreement.
It is your responsibility to verify the condition of the Image upon delivery. The Licensor guarantees that if an Image has a defect in material different to what they is shown on the website, or you experience any difficulty with its download, and these are notified in writing to the Licensor within 3 days from the date of delivery of the Image then the Licensor will replace the Image with another digital copy of the Image or similar image free from defect.
Except as expressly stated in these Terms & Conditions, the Licensor do not give any representation, warranties or undertakings in relation to the Services or Image(s). Any representation, condition or warranty which might be implied or incorporated into these Terms & Conditions by statute, common law or otherwise is excluded to the fullest extent permitted by law. In particular, the Licensor will not be responsible for ensuring that the Services or Image(s) are suitable for your purposes.
LICENCE CANCELLATION IF YOU ARE A CONSUMER (this clause only applies if you are a consumer i.e. a private individual consumer and not another form of legal person including a business).
IMPORTANT NOTICE TO CONSUMERS: As a consumer, (i) before the end of 7 days after the day on which these Terms & Conditions are entered into in respect of each Purchase; and (ii) before downloading the Image(s), you have the right to withdraw from your transaction without charge and without any reason. However, you will lose the right to cancel the transaction once you begin to download the Image(s). Both parties acknowledge and confirm that:
This does not affect your consumer rights for defective downloaded Images.
LICENCE CANCELLATION IF YOU ARE A BUSINESS (this clause only applies if you are a business customer).
Since our Images are delivered digitally, all sales are final and there are no refunds or right of cancellation.
EVENTS OUTSIDE OUR CONTROL
The Licensor will not be liable or responsible for any failure to perform, or delay in performance of, any of the Licensor’s obligations under these Terms & Conditions that is caused by an Event Outside our Control.
If an Event Outside our Control takes place that affects the performance of the Licensor’s obligations under these Terms & Conditions:
OTHER IMPORTANT TERMS
We may transfer rights and obligations under these Terms & Conditions to another organisation, and you will be notified in writing if this happens, but this will not affect your rights or our obligations under these Terms & Conditions.
This contract is between you and the Licensor. No other person shall have any rights to enforce any of its terms.
Each of the paragraphs of these Terms & Conditions operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
If the Licensor fails to insist that you perform any of your obligations under these Terms & Conditions, or if the Licensor do not enforce our rights against you, or if the Licensor delays in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If the Licensor do waive a default by you, the Licensor will only do so in writing, and that will not mean that the Licensor will automatically waive any later default by you.