Terms and Conditions of Use
General
1.
By accessing this site Website you agree to the following terms. By proceeding beyond this page or continuing to use the Website you agree and acknowledge that you do so upon these terms and conditions ("Terms"). These Terms form an agreement between you and Favourites Fotos Limited ("Favourite Fotos"), located at 38 The Chubb Building, Chubb Street, Wolverhampton WV1 1HT, for the use of the British Images Website (the "Website").
2.
Favourite Fotos are continually seeking to update and develop the Website. Therefore, We may make changes to any part of the Website without notice. These changes may include changes to these Terms and you will be bound by any changes to these Terms the next time you access the Website. For the avoidance of doubt it is your sole responsibility to check any amendment or alterations to these Terms.
3.
If any of these Terms are held to be invalid for any reason, such invalidity will not affect the rest of these Terms, which will remain valid and enforceable in all respects.
4.
These Terms of use are governed by English law and any disputes arising out of your use of the Website shall be determined in accordance with English Law and subject to the exclusive jurisdiction of the English Courts.
Intellectual Property Rights
5.1.
All intellectual property rights (including copyright) in the image library including any photographs, images, drawings or any other pictorial representation ("the Images") on the Website which form part of the image library is the property of Favourite Fotos or of the third parties who have licensed such Images to Favourite Fotos. Any use of the Images for commercial exploitation or personal use by you will be in accordance with the terms contained in the Image Licence Agreement.
5.2.
All intellectual property rights in the content, information, data and any other materials appearing on the Website ("Other Materials"), excluding the Images, are and remain the property either of Favourites Fotos Limited or of other third parties who have licensed such intellectual property to Favourites Fotos Limited. The Other Materials are made available by Favourite Fotos to you solely for your own personal and non commercial use unless otherwise expressly agreed in writing by favourite Fotos.
5.3.
Except as provided for in term 5.1 and 5.2, none of the Images or Other Materials appearing on the Website may be downloaded, copied, reproduced, republished, posted, transmitted, stored, sold or distributed in any form or by any means without the prior written consent of Favourite Fotos.
5.4.
You agree that you will not arrange for any third party web site to be connected to any part of Our Wesbite by way of a hyperlink, or any other means, where the content of such third party web site is in the sole opinion of Favourite Fotos profane, obscene, racist, sexist, promotes or is engaged in any illegal activity of any kind. For the avoidance of doubt Favourite Fotos reserves the right to remove, for any reason whatsoever, any hyperlink to the Site.
5.5.
Modification of any of the information, Images or Other Materials appearing on the Website or use of any of the same for any purpose other than as set out in these Terms of use (including without limitation on any other website or computer network) is prohibited.
5.6.
You may not use the Website to publish or post, distribute or disseminate any material which is or may be defamatory, obscene, indecent, menacing, or racially motivated, or any other unlawful material or information.
Our Liabilites
6.1.
To the fullest extent permitted by law, We:6.1.1 Exclude any liability and express or implied warranties (including, but not limited to, any express or implied warranties as to fitness for purpose, accuracy and completeness of content, quality and availability), relating to your access and use of the Website and as to the content of, and products and services in the Website.
6.2.
Provide the Website to you on an 'as is' and 'as available' basis. We cannot warrant that use of this Website will be uninterrupted or error free or that it will be continuously be available. If you place reliance on the availability or content of this Website, then you do so at your own risk.
6.3.
Exclude liability for any claims, loss or damage including, but not limited to, any direct, indirect, special, incidental or consequential damage (including loss of profit or data) relating to your access and use or, or inability or any delay in being able to use, the Website and as to the content, Images, products or services featured in the Website. For the avoidance of doubt, this shall not limit our liability for fraudulent misrepresentation or personal injury or death to the extent that it is directly caused by the negligence of Favourite Fotos.
6.4.
Will use reasonable endeavours to keep the information, Other Materials and Images appearing on the Website as up to date as possible, but we cannot guarantee that the information on the Website is accurate at all times and we reserve the right to amend the information at any time without prior notice to you. No information on the Website constitutes an offer to you by Favourite Fotos or any third party of any nature.
6.5.
You also agree that the information, Images and Other Materials appearing on the Website are provided for your information purposes only and are not intended to address your particular requirements. You should not rely upon any information, ideas, Other Materials or Images contained on the Website when making any decision or taking any action (or when refraining from doing so).
6.6.
You also agree that Favourite Fotos will not be liable for any direct, indirect or consequential loss arising from the access or use of the Website or the Images or use of other material on the internet via web links from this Website. For the avoidance of doubt, where you use this Website for business or commercial purposes Favourite Fotos will not be liable for any loss of business, profits, contracts, goodwill and/or any other economic loss.
6.7.
You must ensure that any software, Images or any other information or material downloaded from this Website or from the internet is suitable for use on your computer and that it is free from viruses. It is solely you responsibility to virus check any software, Images or any Other Material loaded from the Website and to check it is compatible with your computer. We can accept no responsibility for any damages caused to you or to any third parties by any software, Images or Other Material which you download from this Website.
Third Party product, services and websites
7.1.
The Website may, from time to time, contain links to third party products, services and websites and it is possible that third party websites also link to the Site. Favourite Fotos do not warrant, and are not responsible for, the quality or availability of such product, services or websites and do not endorse or accept any responsibility for the content or use of that third party website, products or services.
7.2.
We are not responsible for the content of products and services offered by, or any other matters (including, but not limited to, the privacy of your information) relating to, any linked third party website. Any claim relating to any third party product or service must be made to the provider of the third party product, service or website.
7.3.
Hypertext links within this Website may cause you to leave the Website and access other websites not under the control of Favourite Fotos. We do not monitor the content of third party websites and any links provided on the Website are for your convenience only. We make no representation or warranty as to the content of such third party websites. We exclude all liability for any third party material made available on the Website or contained on any third party website that it links to. Any contract concluded with a third party company will be between you and that company only and will be subject to their terms and conditions.
Indemnity
8.1.
You agree to indemnify and hold Favourite Fotos and any of our officers, employees and agents harmless from and against all and any expenses, losses, liabilities, damages, costs or expenses incurred or suffered and any claims or legal proceedings which are brought or threatened, in each case arsing from your use of, or conduct on, the Website and/or breach of these Terms.
Termination
9.1.
Favourite Fotos may terminate the provision of the Website or restrict your access to the Website or any account or registration without any prior notice to you where (by way of example and without limitation):
9.2.
There is a regulatory or statutory change limiting our ability to provide the Website;
9.3.
Any event beyond our reasonable control prevents us from continuing to provide a Website (for example, without limitation technical difficulties, capacity problems and communications failures); or
9.4.
Favourite Fotos consider, in our sole discretion, that you are abusing the services provided by the Website or are otherwise acting in breach of these Terms.
Favourites Fotos Limited Registered Office Empire House, Sunderland Quay, Culpeper Close, Rochester Company No: 04971525
Favourite Fotos Ltd is a member of the British Association of Picture Libraries and Agencies. (BAPLA)
As a Photographer or supplier of images please refer to the Supplier Agreement detailed below.
As a Buyer please refer to the Buyer Agreement detailed below.
ROYALTY FREE - Suppliers
Favourites Fotos Image Library offers only ROYALTY FREE images.
• Advertisers and mass market publishers favour royalty free.
• The purchaser may use it as many times and in as many places as the purchaser wants. One flat fee, and
that's that. It's theirs to use — but not to sell on.
• The ultimate copyright rests with the photographer.
Under UK law, you automatically have copyright in any photograph you have taken. You do not need to register your right. Copyright lasts for life
plus70 years.
SUPPLIER AGREEMENT
The following terms and conditions (the "Agreement") set out the rights and obligations of you (the "Supplier") and us Favourites Fotos Limited,
LN16, Armstrong Housel, First Avenue, Doncaster Sheffield Airport, Doncaster DN9 3XA 1.
Definitions and Interpretation
1.1
In this Agreement, unless the context otherwise requires, the following words and expressions shall have the following meanings:-
"Effective Date" means the date on which Favourites Fotos Limited registers you as a Supplier;
"Favourites Fotos Image Library" means the database of Images administered by Favourites Fotos which may be viewed by visiting the Web Site;
"Image" means any photograph, image, drawing or other pictorial representation submitted to Favourites Fotos by the Supplier for entry into the Favourites Fotos Image Library;
"Intellectual Property Rights" means all patents, unpatented inventions, design rights, copyrights, moral rights, rights in databases, topography rights, trade marks, service marks, trade names, rights in trade secrets, know-how and all other intellectual property rights of any nature whatsoever, and all rights of a similar nature or having similar effect throughout the world whether registered or unregistered and including all applications and rights to apply for any of the same;
"Service" means the inclusion of the Image or Images by Favourites Fotos Limited in the Favourites Fotos Image Library with a view to selling that Image or those Images on behalf of the Supplier for a fee;
"Web Site" means the Favourites Fotos Limited web site located at URL http://www.favouritesfotos.co.uk
"Effective Date" means the date on which Favourites Fotos Limited registers you as a Supplier;
"Favourites Fotos Image Library" means the database of Images administered by Favourites Fotos which may be viewed by visiting the Web Site;
"Image" means any photograph, image, drawing or other pictorial representation submitted to Favourites Fotos by the Supplier for entry into the Favourites Fotos Image Library;
"Intellectual Property Rights" means all patents, unpatented inventions, design rights, copyrights, moral rights, rights in databases, topography rights, trade marks, service marks, trade names, rights in trade secrets, know-how and all other intellectual property rights of any nature whatsoever, and all rights of a similar nature or having similar effect throughout the world whether registered or unregistered and including all applications and rights to apply for any of the same;
"Service" means the inclusion of the Image or Images by Favourites Fotos Limited in the Favourites Fotos Image Library with a view to selling that Image or those Images on behalf of the Supplier for a fee;
"Web Site" means the Favourites Fotos Limited web site located at URL http://www.favouritesfotos.co.uk
1.2
In this Agreement:-
1.2.1
headings are included for convenience only and shall not affect the construction of this Agreement;
1.2.2 the expressions " Favourites Fotos " and "Supplier" shall include (where appropriate) their successors in title and permitted assigns; and
1.2.3 references to "Clauses" are, unless otherwise expressly stated, references to the clauses of this Agreement and references to the "parties" or a "party" are references to a party or the parties to this Agreement.
1.2.2 the expressions " Favourites Fotos " and "Supplier" shall include (where appropriate) their successors in title and permitted assigns; and
1.2.3 references to "Clauses" are, unless otherwise expressly stated, references to the clauses of this Agreement and references to the "parties" or a "party" are references to a party or the parties to this Agreement.
2
Authority
The Member hereby grants to Favourites Fotos Limited and Favourites Fotos Limited hereby accepts a non-exclusive right to display the Image or Images on the Web Site anywhere in the world and the right to agree the terms of and conclude with third parties on behalf of the Supplier(s) of the Supplier 's Image or Images.
The Member hereby grants to Favourites Fotos Limited and Favourites Fotos Limited hereby accepts a non-exclusive right to display the Image or Images on the Web Site anywhere in the world and the right to agree the terms of and conclude with third parties on behalf of the Supplier(s) of the Supplier 's Image or Images.
3
The Supplier hereby undertakes and agrees as follows:-
3.1
not, without the express prior written consent of Favourites Fotos Limited, to disclose the Supplier username or password(s), nor make them available
in any way to any third party and to take all reasonable precautions to prevent any unauthorised disclosure of them;
3.2
that the Supplier is responsible for all Images submitted to Favourites Fotos Limited made using the Supplier username and password(s) whether or not
use is made by the Supplier or someone else using such usernames and passwords;
3.3
that it will not:-
3.3.1
use the Favourites Fotos Image Library for any immoral or unlawful purpose; or
3.3.2 in any way interfere with or interrupt the normal operation of the Favourites Fotos Image Library or the Web Site.
3.3.3 refer or link by means of captions keywords or credits to other photographic sites without the prior written consent of Favourites Fotos Limited.
3.3.2 in any way interfere with or interrupt the normal operation of the Favourites Fotos Image Library or the Web Site.
3.3.3 refer or link by means of captions keywords or credits to other photographic sites without the prior written consent of Favourites Fotos Limited.
3.4
that all information which may be inputted into the caption box associated with an Image shall be true, be a description of and accurately describe the Image with which the caption box is associated and contain nothing which is defamatory, obscene, threatening, racist, pornographic, immoral, unlawful
or misleading.
4
Warranty
4.1
1 Favourites Fotos Limited warrants that it has all requisite power and authority to execute, deliver and perform its obligations under this Agreement.
4.2
Notwithstanding anything contained in this Clause 4 Favourites Fotos Limited does not warrant that the Service will meet the Supplier’s requirements
nor that the operation of the Favourites Fotos Image Library or the Web Site will be error free or uninterrupted or that all defects will be corrected.
4.3
The Supplier warrants that:-
4.3.1
it has all requisite power and authority to execute, deliver and perform its obligations under this Agreement;
4.3.2 it owns the Intellectual Property Rights in the Images and licensing of such rights shall not infringe any third party's right to privacy;
4.3.3 the Images do not contain anything which is defamatory, obscene, threatening, racist, pornographic, immoral, unlawful, false or misleading and do not contain any data which contains viruses or is corrupted and do not infringe the Intellectual Property Rights of any person or render Favourites Fotos Limited liable for any proceedings whatsoever; and
4.3.4 each Image complies with the requirements of all relevant legislation (including subordinate legislation, the rules of statutorily recognised regulatory authorities and the law of the European Union) for the time being in force or applicable in the United Kingdom or in any other territory where the Image is to be shown and directed to the residents of that territory.
4.3.2 it owns the Intellectual Property Rights in the Images and licensing of such rights shall not infringe any third party's right to privacy;
4.3.3 the Images do not contain anything which is defamatory, obscene, threatening, racist, pornographic, immoral, unlawful, false or misleading and do not contain any data which contains viruses or is corrupted and do not infringe the Intellectual Property Rights of any person or render Favourites Fotos Limited liable for any proceedings whatsoever; and
4.3.4 each Image complies with the requirements of all relevant legislation (including subordinate legislation, the rules of statutorily recognised regulatory authorities and the law of the European Union) for the time being in force or applicable in the United Kingdom or in any other territory where the Image is to be shown and directed to the residents of that territory.
4.4
Favourites Fotos Limited shall not be liable for any breach by the Supplier of the warranties set out in Clause 4.3 and the Supplier hereby indemnifies Favourites Fotos Limited from and against any and all claims, liabilities, damages, actions, proceedings (including reasonable legal fees and expenses) that may be suffered or incurred by Favourites Fotos Limited which arise out of or in connection with such a breach.
5
Favourites Fotos Limited right to reject Images
5.1
Favourites Fotos Limited may, without prejudice to the Supplier warranties contained in Clause 4, refuse to include any Image in the Favourites Fotos
Image Library so as:
5.1.1
1 to comply with any legal or moral obligations placed on Favourites Fotos Limited or the Supplier; and/or
5.1.2 to avoid infringing any third party’s rights (including without limitation Intellectual Property Rights).
5.1.2 to avoid infringing any third party’s rights (including without limitation Intellectual Property Rights).
5.2
Favourites Fotos Limited has the right at its absolute discretion to decline to publish, to omit, suspend or cancel any image or to remove any image from the Favourites Fotos Image Library.
5.3
The Supplier acknowledges that Favourites Fotos Limited has not made any guarantees with respect to usage statistics for the Image.
6
Fees
6.1
If Favourites Fotos Limited arranges the sale of an Image (which is not guaranteed) then within 30 days of Favourites Fotos Limited receiving, in cleared funds, the fee in respect of the sold Images the Supplier will be paid by Favourites Fotos Limited the relevant fee
6.2
Unless otherwise agreed in writing by the parties this Agreement will automatically terminate in the event that the Supplier does not receive the proportion of the sale referred to Clause 6.1 above within 30 days of such fee falling due to be paid to the Supplier.
6.3
Favourites Fotos Limited shall pay the Supplier by cheque unless otherwise agreed between the parties. Such cheque shall be sent, at the Supplier’s risk, to the last postal address notified by the Supplier to Favourites Fotos Limited.
7
Provision of Image
The Supplier will provide all Images (and required metadata) in accordance with any instructions, technical requirements and other specifications of Favourites Fotos Limited from time to time, including (without limitation) the manner of transmission to Favourites Fotos Limited. Favourites Fotos Limited will not be required to publish any Image that has not been received in accordance with any such instructions, requirements and specifications and Favourites Fotos Limited will not be liable for the loss or corruption of any materials provided by the Supplier, which the Supplier warrants that it has retained in sufficient quality and quantity for whatever purpose.
The Supplier will provide all Images (and required metadata) in accordance with any instructions, technical requirements and other specifications of Favourites Fotos Limited from time to time, including (without limitation) the manner of transmission to Favourites Fotos Limited. Favourites Fotos Limited will not be required to publish any Image that has not been received in accordance with any such instructions, requirements and specifications and Favourites Fotos Limited will not be liable for the loss or corruption of any materials provided by the Supplier, which the Supplier warrants that it has retained in sufficient quality and quantity for whatever purpose.
8
Indemnity
The Supplier agrees promptly and fully to indemnify Favourites Fotos Limited and its employees, officers, agents, and directors and hold them harmless from and against any and all expenses, damages, liabilities, claims, costs and losses of any kind (including reasonable legal fees and costs) suffered or incurred by Favourites Fotos Limited or any of its employees, officers, agents and directors in connection with any claims, proceedings, demands or actions (actual or threatened), of any kind (including, without limitation, any claim of trade mark or copyright infringement, libel, defamation, breach of confidentiality, breach of any statutory or regulatory duty, arising from any Image and/or any material of the Member or arising as a result of any breach or non-performance of any of its representations, warranties, obligations or other terms contained in this Agreement or implied by law.
The Supplier agrees promptly and fully to indemnify Favourites Fotos Limited and its employees, officers, agents, and directors and hold them harmless from and against any and all expenses, damages, liabilities, claims, costs and losses of any kind (including reasonable legal fees and costs) suffered or incurred by Favourites Fotos Limited or any of its employees, officers, agents and directors in connection with any claims, proceedings, demands or actions (actual or threatened), of any kind (including, without limitation, any claim of trade mark or copyright infringement, libel, defamation, breach of confidentiality, breach of any statutory or regulatory duty, arising from any Image and/or any material of the Member or arising as a result of any breach or non-performance of any of its representations, warranties, obligations or other terms contained in this Agreement or implied by law.
9
Limitation of Liability
9.1
In no event will Favourites Fotos Limited be liable for any costs, claims, demands, expenses and/or damages arising out of or in connection with the content of the Images.
9.2
In no event will Favourites Fotos Limited be responsible for any indirect, incidental, consequential, special or economic loss of any kind including without limitation loss of profits, business, contracts, revenues, goodwill, production or anticipated savings arising out of or in connection with this Agreement or as a result of Favourites Fotos Limited negligence or otherwise, even if such loss was reasonably foreseeable or Favourites Fotos Limited had been advised to the possibility of the Supplier incurring the same, and such liability is hereby excluded to the fullest extent permitted by law.
9.3
The Supplier acknowledges that the Web Site and the Favourites Fotos Image Library operates in an Internet based and continually developing environment. Owing to the nature of the Internet and its interconnected systems, problems such as, but not limited to, outages, link failures, power difficulties, telephone outages, network overload etc, may have an adverse effect on the operation of the Web Site. While Favourites Fotos Limited will generally strive to mitigate, if possible, the negative effect of such problems, Favourites Fotos Limited will in no way be held liable in any manner for loss suffered as a result of any such problems.
9.4
The Supplier agrees that all the limitations and exclusions of liability in favour of Favourites Fotos Limited in this Agreement are reasonable in the circumstances under which the Service is provided.
9.5
The Supplier confirms that neither Favourites Fotos Limited nor any of its representatives has made any claims or representations of guaranteed or anticipated profits that may result from the use of the service and Favourites Fotos Limited expressly disclaims liability for any profit projections which may have been provided to the Member.
10
Term
10.1
The term of this Agreement is three months from the Effective Date and thereafter this Agreement shall automatically renew for successive three month terms. Either party may terminate this Agreement at any time on giving to the other not less than 30 days written notice.
10.2
Either party may, by written notice to the other, terminate this Agreement with immediate effect if the other party commits a material breach of this Agreement and, in the case of a remediable breach, fails to remedy the same within five days of receipt of a notice from the non-breaching party requiring remedy of such breach.
11
No Assignment
The Supplier may not resell, assign, transfer, encumber or otherwise dispose of or subcontract or otherwise deal with any of its rights or obligations hereunder without the express prior written consent of Favourites Fotos Limited and any attempt to do so will entitle Favourites Fotos Limited to terminate this Agreement without prejudice to Favourites Fotos Limited other rights and remedies.
The Supplier may not resell, assign, transfer, encumber or otherwise dispose of or subcontract or otherwise deal with any of its rights or obligations hereunder without the express prior written consent of Favourites Fotos Limited and any attempt to do so will entitle Favourites Fotos Limited to terminate this Agreement without prejudice to Favourites Fotos Limited other rights and remedies.
12
No Partnership
Nothing in this Agreement shall or shall be deemed to create any partnership or joint venture between the parties hereto. Favourites Fotos Limited is authorised to act as the agent for the Supplier in accordance with the terms and conditions of this Agreement. Nothing in this Agreement shall be deemed or construed to constitute the Supplier or any of its officers or employees the agent or legal representative of Favourites Fotos Limited for any reason whatsoever and the Supplier is in no way hereby granted any right or authority to act for, or to incur, assume or create any obligation, responsibility or liability, express or implied, in the name of or on behalf of Favourites Fotos Limited or to bind Favourites Fotos Limited in any manner whatsoever.
Nothing in this Agreement shall or shall be deemed to create any partnership or joint venture between the parties hereto. Favourites Fotos Limited is authorised to act as the agent for the Supplier in accordance with the terms and conditions of this Agreement. Nothing in this Agreement shall be deemed or construed to constitute the Supplier or any of its officers or employees the agent or legal representative of Favourites Fotos Limited for any reason whatsoever and the Supplier is in no way hereby granted any right or authority to act for, or to incur, assume or create any obligation, responsibility or liability, express or implied, in the name of or on behalf of Favourites Fotos Limited or to bind Favourites Fotos Limited in any manner whatsoever.
13
Notices
All notices shall be made in writing and sent by prepaid first class post, by facsimile, e-mail or delivered by hand to the address of the recipient party set out in this Agreement (or to such other address as each party may from time to time notify in writing to the other party). Any notice served by facsimile or e-mail shall be deemed served at the time of transmission provided that a confirmatory receipt of transmission has been made and provided that if any such notice would otherwise be deemed to be served outside working hours on the next business day. Any notice served by post shall be deemed to be served two business days after the date of posting and any notice delivered by hand, upon delivery.
All notices shall be made in writing and sent by prepaid first class post, by facsimile, e-mail or delivered by hand to the address of the recipient party set out in this Agreement (or to such other address as each party may from time to time notify in writing to the other party). Any notice served by facsimile or e-mail shall be deemed served at the time of transmission provided that a confirmatory receipt of transmission has been made and provided that if any such notice would otherwise be deemed to be served outside working hours on the next business day. Any notice served by post shall be deemed to be served two business days after the date of posting and any notice delivered by hand, upon delivery.
14
Waiver
No waiver (whether express or implied) by either of the parties hereto of any of the provisions of this Agreement or of any breach of or default by the other party in performing any of those provisions shall constitute a continuing waiver and no such waiver shall prevent the waiving party from enforcing any of the provisions of this Agreement or from acting upon any subsequent breach of or default by the other party under any of the provisions of this Agreement.
No waiver (whether express or implied) by either of the parties hereto of any of the provisions of this Agreement or of any breach of or default by the other party in performing any of those provisions shall constitute a continuing waiver and no such waiver shall prevent the waiving party from enforcing any of the provisions of this Agreement or from acting upon any subsequent breach of or default by the other party under any of the provisions of this Agreement.
15
Severability
If any one or more of the provisions contained in this Agreement shall be deemed by any Court or other competent authority to be invalid, illegal or unenforceable in any respect the validity, legality and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby.
If any one or more of the provisions contained in this Agreement shall be deemed by any Court or other competent authority to be invalid, illegal or unenforceable in any respect the validity, legality and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby.
16
Further Assurance
The Supplier agrees to execute and deliver to Favourites Fotos Limited as appropriate all such other documents, assurances and acts as may be reasonably necessary to fulfil the provisions of this Agreement or to carry into effect the intentions of the parties as expressed herein.
The Supplier agrees to execute and deliver to Favourites Fotos Limited as appropriate all such other documents, assurances and acts as may be reasonably necessary to fulfil the provisions of this Agreement or to carry into effect the intentions of the parties as expressed herein.
17
Force Majeure
Neither party shall be liable to the other party for any breach or non-performance of its obligations under this Agreement arising from any event beyond its reasonable control (an “Event of Force Majeure”) including, but not limited to, Act of God, governmental act, war, fire, drought, failure of power supply, lock out, strike, explosion, accident, civil commotion, refusal of any licence by any telecommunications body, impossibility or delay in obtaining materials or telephone lines. Each party agrees to notify the other party immediately upon becoming aware of an Event of Force Majeure and to use all reasonable endeavours to overcome the circumstances affecting its performance and fulfil all outstanding obligations as soon as practicable.
Neither party shall be liable to the other party for any breach or non-performance of its obligations under this Agreement arising from any event beyond its reasonable control (an “Event of Force Majeure”) including, but not limited to, Act of God, governmental act, war, fire, drought, failure of power supply, lock out, strike, explosion, accident, civil commotion, refusal of any licence by any telecommunications body, impossibility or delay in obtaining materials or telephone lines. Each party agrees to notify the other party immediately upon becoming aware of an Event of Force Majeure and to use all reasonable endeavours to overcome the circumstances affecting its performance and fulfil all outstanding obligations as soon as practicable.
18
Entire Agreement
This Agreement sets out the entire agreement and understanding between the parties and supersedes all previous agreements, arrangements, understandings and commitments and the Member confirms that it is not accepting the terms and conditions of this Agreement or any of the arrangements contemplated hereby in reliance upon any representation or warranty not expressly set out in this Agreement (save that no liability for fraudulent misrepresentation is excluded by this provision).
This Agreement sets out the entire agreement and understanding between the parties and supersedes all previous agreements, arrangements, understandings and commitments and the Member confirms that it is not accepting the terms and conditions of this Agreement or any of the arrangements contemplated hereby in reliance upon any representation or warranty not expressly set out in this Agreement (save that no liability for fraudulent misrepresentation is excluded by this provision).
19
Third Party Rights
No person who is not a party to this Agreement shall have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
No person who is not a party to this Agreement shall have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
20
Proper law and jurisdiction
This Agreement is governed by and shall be construed in accordance with English law and the parties hereby irrevocably submit to the non-exclusive jurisdiction of the English Courts.
This Agreement is governed by and shall be construed in accordance with English law and the parties hereby irrevocably submit to the non-exclusive jurisdiction of the English Courts.
ROYALTY FREE - Buyers
The Royalty-Free license grants you non-exclusive use of the image or CD you select for a one-time flat fee. Once you purchase an image, it is pre-cleared and ready to use in a variety of ways including advertising, brochures, packaging, websites, multimedia projects, and more. There are very few restrictions placed on how you can use these images. The Royalty-Free license also allows you to alter an image and create unique works of your own. All Royalty-Free images are priced based on two available sizes:
• 300 dpi high resolution A4 (11“x8“) size
• 72 dpi low resolution web size

