Standard Buyers' Licence

This is a legal contract between you and picturenation Limited.

By registering and downloading images from our website, you agree to be bound by the terms of this Agreement in respect of those images. If you do not accept or agree with these terms do not download the images. This is a licence, not a sale. We or our Members continue to own the intellectual property rights of the images. The images are provided under the terms of the following licence agreement ("Agreement") that states what you may and may not do with the images and contains limitations on warranties and remedies. Only you are permitted to use the images. If more people in your organization wish to use the images then a different licence must be purchased. It is your responsibility to ensure you have purchased the correct licence for use. Within this Agreement, "picturenation", "we", "our" and "us" refers to picturenation Limited, and "you" and "your" refers to you, the customer.

1. This Agreement governs your use of picturenation's images that you are downloading from the picturenation website in conjunction with you entering into this Agreement with picturenation Limited.
2. We hereby grant to you a perpetual, non-exclusive, non-transferable licence to use the images on the terms and conditions contained in this Agreement. Unless the activity is expressly permitted, you cannot do it. All other rights to and in the images are retained by picturenation or its Members.

GENERAL PERMITTED USES:

You can:

• (a) make one (1) copy of the image solely for back-up purposes
• (b) use the image as many times as you like but not for any of the prohibited uses listed below;
• (c) use the Content in the following applications:
  
  • (i) websites, marketing, film and video presentations, personal use in the home, leaflets, educational projects, business presentations, dissertations, flyers, newspapers and magazines, advertising, promotional and information projects, including printed materials, travel brochures, mobile phones, screensavers, television graphics and insets, business cards, and e-commerce businesses.
  • (ii) online or electronic publications and presentations (but not for re-sale) , including website pages, to a maximum of 6000 x 6000 pixels @ 72 dpi;
• (royalty payments are only applicable for print copies for commercial/business reproductions over 300,000 - see below)

GENERAL PROHIBITED USES:

You may not do anything with the images that is not expressly permitted. You may not provide a copy of the image or part of an image to anyone or allow anyone to gain access to the images who hasn't registered and paid for that or those images.

You may not:

• (a) use the images in design template applications for resale, including website templates, flash templates, and brochure design templates;
• (b) display the images on websites designed to induce sales of "print on demand" products, including postcards, mugs, t-shirts, posters and other items
• (c) use the images or any part thereof as part of a trade-mark, design-mark, trade-name, business name, service mark, or logo;
• (d) incorporate the images in any product that results in a re-distribution of those images (such as electronic greeting card web sites);
• (e) use the images in a fashion that is considered by picturenation Limited as pornographic, obscene, defamatory or libellous in nature;
• (f) use any image that depicts a person or product to endorse a business, product or service unless the photographer has marked the photograph as being model or property released.;
• (g) use any image that depicts a person in a potentially sensitive subject matter, including, but not limited to mental and physical health issues, social issues, contraband or crime unless the photographer has marked the photograph as being model released and not put a restriction notice next to the image.
• (h) to the extent that source code is contained within the image or accompanying materials (if applicable), reverse engineer, decompile, or disassemble any part of such source code;
• (i) remove any notice of copyright, trade-mark or other proprietary right from any place where it appears on or in the image or its accompanying materials;
• (j) sub-license, re-sell, rent, lend, or otherwise distribute the images;
• (k) post a copy of the image on a network server or web server for use by other users; or
• (l) transfer the rights to the image (if applicable), except as specifically provided for elsewhere in this Agreement;
• (m) display picturenation website resolution images bigger than the size of the file we provide to you;
• (n) use website resolution images (72dpi) for commercial print;
• (o) use an image or part of an image to incorporate into your own work and pass off as your own work

REGISTRATION:

If you have registered with picturenation then this Agreement is personal to you. If you register as an organisation, i.e. a company, business, school, charity, college or website, then this Agreement is for the sole benefit of that organisation. Only the organisation that registers is permitted to use the images it downloads. You may not transfer, duplicate, sell or share those images to or with another organisation.

MASS COMMERCIAL REPRODUCTION ROYALTY FEES:

Where you use a print reproduction of a single image for commercial/business purposes in excess of 300,000 times in aggregate, a royalty fee of GBP £0.01 is payable for each print reproduction above the aggregate limit of 300,000. You agree to advise picturenation in writing as soon as you reproduce the image, or an element of the image in excess of 300,000 times. In that first notice to us you should advise us of the number of reproductions made by you which are in excess of 300,000. Thereafter, you must advise us in writing on a monthly basis of how many times you have reproduced the image, or an element of the image is reproduced, that month.

This does not apply to images used on websites, newspapers, in schools or for educational establishments or charities. The 300,000 reproductions does not apply to website downloads.

SENSITIVE ISSUES:

Pictures that clearly show a person's face and are used to illustrate negative or controversial news stories such as abuse, truancy, road rage, dementia, poor education results, etc. must carry a by-line underneath or to the side of them saying 'Model used in this picture'. This includes images that carry a signed Model Release Form. No picturenation image may be downloaded for pornographic or illegal purposes.

If you use an image in a way that makes the model look like he/she is representing a product you must carry a by-line underneath or to the side of them saying 'Model used in this picture'.

Before purchasing an image featuring a child you may be referred to our Child Picture Policy.

You, the buyer, are responsible for whether the image(s) you download can be used for the purpose for which you have purchased the license to use that image(s), and you, the buyer, are responsible for ensuring that all necessary release forms and documents needed for the use of that image(s) are in place before you use that image.

RELEASE FORMS

Where images on the picturenation website are indicated as having associated releases picturenation gives no warranties or representations as to the accuracy of any information contained in such releases or any signatures thereon.

picturenation gives no warranties or representations with regard to the use of trademarks, names, logos, registered or copyrighted designs or artistic works featured in any image.

You must satisfy yourself that all releases as may be required for your use of the image have been secured. You are solely responsible for obtaining all such releases. If you are not sure if any releases are needed for your image usage, then it is your responsibility to consult with relevant parties. You shall not rely upon any warranty or representation given by picturenation save as set out in this Agreement.

CREDIT USE DURATION:

Credits can be used to download images for up to 6 calendar months from the date of payment. Any credits not used by that time cannot be refunded.

VAT:

All images are subject to 17.5% VAT where applicable. Non EC countries are exempt from VAT. If you are eligible to pay VAT then this will be added to your invoice prior to purchase.

REFUNDS:

If you have problems downloading content you have paid for, you should contact us and make a request to picturenation to be able to download that content to an alternative suitable location. If you continue to be unable to download the content, picturenation will refund you the fee paid by you for the content if picturenation determines that you have indeed been unable to download that content. Refunds are not permitted for content that has successfully downloaded.

Notification of any problem downloading an image must be received within 7 days of purchase. Refunds cannot be considered after 7 days from the purchase date.

TERM:

This Agreement and any licence granted under it shall (subject to earlier termination pursuant to this clause) continue from indefinitely, unless terminated by either party by giving one month's notice in writing.

picturenation Limited may terminate this licence immediately at any time by written notice to you if you commit any material breach of your obligations under this Agreement or any license granted under it which (if remediable) is not remedied within 14 days after the service of written notice specifying the breach and requiring it to be remedied.

On termination of this Agreement:

all provisions of this Agreement and any licence granted under it shall cease to have effect, except that any provision which can reasonably be inferred as continuing, or is expressly stated to continue, shall continue in full force and effect; and

you agree to:

• (a) cease using the images along with any copies or accompanying materials thereof;
• (b) promptly return to picturenation Limited, or certify the destruction or deletion of, all the images along with any copies or archives of the images or accompanying materials (if applicable); and
• (c) immediately pay to picturenation Limited any outstanding amounts due under this Agreement.

WARRANTIES:

picturenation Limited warrants that the images:

• (a) do not infringe in the UK any third party's intellectual property rights, other proprietary rights or rights of privacy;
• (b) do not violate any law, statute, ordinance or regulation in the UK (including the laws and regulations governing export control);
• (c) are not defamatory, trade libellous, unlawfully threatening or unlawfully harassing;
• (d) are not obscene or pornographic and do not contain child pornography;
• (e) do not violate any UK laws regarding unfair competition, anti-discrimination or false advertising; and
• (f) do not, to the best of picturenation Limited's knowledge, contain any viruses or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information.

This agreement sets out the full extent of picturenation Limited's obligations and liabilities in respect of the supply of images. All conditions, warranties or other terms concerning the supply, purported supply or non-supply of the images which might otherwise be implied into this agreement or any collateral contract (whether by statute or otherwise) are hereby expressly excluded.

LIMITATION OF REMEDIES AND LIABILITY:

Nothing in this licence shall operate to exclude or limit picturenation Limited's liability for:

• (a) death or personal injury caused by its negligence; or
• (b) any breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or
• (c) fraud; or
• (d) any other liability which cannot be excluded or limited under applicable law.

picturenation Limited shall not be liable to you for any damage to software, damage to or loss of data, loss of profit, anticipated profits, revenues, anticipated savings, goodwill or business opportunity, or for any indirect or consequential loss or damage.

Subject to [this clause], picturenation Limited's aggregate liability in respect of claims based on events in any calendar year arising out of or in connection with this agreement or any collateral contract, whether in contract or tort (including negligence) or otherwise, shall in no circumstances exceed [100]% of the total fees payable by you to picturenation Limited under this Agreement in that calendar year.

INDEMNITY:

You agree to indemnify and keep indemnified picturenation Limited and/or its members from and against all costs, claims, demands, liabilities, expenses, damages or losses (including without limitation any direct or indirect consequential losses, loss of profit and loss of reputation, and all interest, penalties and legal and other professional costs and expenses) arising out of or in connection with any breach by you or anyone acting on your behalf of any of the terms of this Agreement

WAIVER AND REMEDIES:

Any failure by picturenation Limited to exercise or any delay by picturenation Limited in exercising a right or remedy provided by this Agreement or by law does not constitute a waiver of any right or remedy or a waiver of other rights or remedies.

A waiver by picturenation Limited of a breach of any of the terms of this Agreement or of a default under this Agreement does not constitute a waiver of any other breach or default and shall not affect the other terms of this Agreement.

The rights and remedies provided by this Agreement are cumulative and (subject as otherwise provided in this Agreement) are not exclusive of any rights or remedies provided by law.

ASSIGNMENT:

picturenation Limited may at any time assign, transfer, charge or deal in any other manner with this Agreement or any of its rights under it, or sub-contract any or all of its obligations under it so long as any assignee agrees to be bound by the terms of this Agreement.

Subject to and upon any succession or assignment permitted by this Agreement, any successor or assignee of picturenation Limited shall in its own right be able to enforce any term of this Agreement in accordance with the terms of this Agreement as if it were a party, but until such time any such successor or assignee of the parties shall have no such rights whether as a third party or otherwise.

You agree not without the prior written consent of picturenation Limited to assign, transfer, charge or deal in any other manner with this Agreement or any of your rights under it, or purport to do any of the same, nor to sub-contract any or all of your obligations under this Agreement.

General Provisions

You confirm that you have read and agree to be bound by the terms of this Agreement [along with the terms of Website - Terms of Use] and any other agreements which may be incorporated by reference herein to the extent of their incorporation in this agreement.

You agree to pay and be responsible for any value added tax and/or any other sales taxes or duties imposed upon you by any jurisdiction as a result of the licence granted to you under this Agreement or of your use of the images in accordance with the terms of this Agreement.

Severance:

If any provision (or part of a provision) of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.

If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

Governing Law and Jurisdiction:

This Agreement shall be governed by and construed in accordance with the law of England and Wales.

Each party irrevocably agrees to submit to the exclusive jurisdiction of the courts of England and Wales over any claim or matter arising under or in connection with this Agreement or the legal relationships established by this Agreement.

It will be necessary from time to time to update and revise these Terms and Conditions and it is advisable for you to occasionally re-check this page so you can familiarise yourself with any new information relevant to you.

Picture Nation Ltd., registered Office: Festival Way, Festival Park, Stoke-on-Trent, ST1 5SJ | Registered in England & Wales No: 5308570| VAT number 881 1411 42 | Picture Nation is a UK Registered Trademark No:2432378