Terms and Conditions of Image Asset Management Ltd. Trading through the brand known hereafter as World History Archive or WHA.
Licence Agreement (“LA”)
This agreement constitutes a legal agreement (the “Agreement”) between you or your company, firm or other organisation and its parents, subsidiaries, successors, assigns, and all employees and agents (“you”) and WHA (WHA, collectively with you, the “parties” to the Agreement). Image Asset Management Ltd. trading through the brand known hereafter as World History Archive or WHA, has been appointed agent for its’ Contributors to grant Licences on their behalf.
Please read this agreement carefully in its entirety before you download or use any Image(s). By confirming the purchase of the Image(s) or downloading the Image(s) you have selected from this website you agree to be bound by the terms of this Agreement and the Image(s) usage restrictions contained herein. If you do not wish to accept the terms of this Agreement, please delete the unused Image(s) and notify WHA by email to the following address: firstname.lastname@example.org within 21 days from the Invoice date for a full refund.
Means the terms and conditions set out in this Agreement and includes the terms contained in the Invoice. The terms contained in the Invoice replace those in this Agreement to the extent of any inconsistency.
Means the parties who have submitted the Image(s) to WHA.
Means Image Asset Management Ltd. trading through the brand known hereafter as World History Archive or WHA.
Means the computer-generated or pre-printed invoice or license document provided by WHA that may include, without limitation, details of the Image(s) selected, any limitations on the Licence in addition to those specified herein, the key terms of the Licence and the corresponding price for the Licence. The terms contained in the invoice or license document shall be incorporated into this Agreement and all references to the Agreement shall include those terms.
Means all property, intellectual, industrial design and moral rights of every kind and nature, including all applications thereof, including but not limited to copyrights, trademarks, service marks, trade names, trade dress, symbols, logos and designs, and trade secret rights and registrations, initial applications, renewal extensions, continuations, divisions or reissues thereof.
Means the non-exclusive (unless otherwise stated in the Invoice) non-sublicensable right WHA grants to you to use the Image(s).
Includes any form of copying or publication of the whole or part of any Image(s) 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. Reproduction further includes the copying or distortion or manipulation of the whole or part of any Image(s) (for example, by computer, electronically, digitally by an artist or by any other means), even though the resulting Image, may not appear to a reasonable person to be derived from the original Image(s).
Means a model or property release or any other release of a third party right or other permission which it is necessary or desirable to obtain in respect of any Image(s).
Means any sum or sums payable to WHA by you in respect of the Licence.
2. Contracting Parties
The parties to this contract are WHA and you. WHA has been appointed agent by written agreement with its Contributors to grant this Licence on their behalf.
3. Grant of rights and restrictions
3.1 For all Licences
3.1.1 Altering, cropping and manipulating Image(s)
22.214.171.124 Images when used in a news context, may be cropped or otherwise edited for technical quality, provided that the editorial integrity of the Image is not compromised and the truth of the Image is maintained, but shall not, under any circumstances, otherwise be altered.
126.96.36.199 Images of in copyright works including art and literature, may not be cropped or otherwise edited and the image may not be altered.
188.8.131.52 For all other Image(s) you may alter, crop, manipulate or adapt the image for editorial purposes.
184.108.40.206 You must not incorporate Image(s) (or any part of them) into a logo, trademark or service mark.
220.127.116.11 Image(s) must not be used as references for creating drawings or other visual works unless specifically authorised in the Invoice.
18.104.22.168 WHA does not warrant the accuracy of the captioning, keywording or any other information associated with the Image(s). In particular you acknowledge that captions, keywording and other information associated with the Image(s) may have been translated from the original language into another language, and that accordingly, WHA disclaims any liability for inaccurate, misleading, defamatory, insulting, offensive, infringing or unlawful content created as a result of or arising out of such captioning or translation process.
22.214.171.124 You may not use the Image(s) in a pornographic, defamatory, fraudulent, lewd, obscene or otherwise illegal manner, including but not limited to infringing any third party Intellectual Property or privacy rights, whether directly or in context or by juxtaposition with other materials.
If any Image(s) featuring a person is used in (i) a manner that would lead a reasonable person or their successors in law, to believe that the person uses/used/endorses/endorsed a product or service, or (ii) if the depiction of the person in the Image(s) would be unflattering or unduly controversial to a reasonable person, you must accompany each such use with a statement indicating that the Image(s) is being used for illustrative purposes only.
126.96.36.199 You must abide by any direction or instruction on use notified to you by WHA before, after or at the time of delivery of the Image(s), either in the information accompanying the Image(s), the Invoice or otherwise.
188.8.131.52 WHA, after reasonable notice, may inspect any records, accounts and books relating to the Reproduction of any of the Image(s) to ensure that the Image(s) are being used in accordance with this Agreement.
184.108.40.206 You may store the Image(s) in a digital library, network configuration or similar arrangement to allow them to be viewed within your organisation and by your clients but you must retain any WHA source credit, any copyright notices, the Image(s) identification numbers and any other information as may be invisibly embedded or visibility provided within the electronic files containing the original Image(s). When your Licence period as set out in the Invoice ends, you must promptly delete the Image(s) from your computer or other electronic storage system. Any subsequent re-uses of the Image(s) must be agreed with WHA in advance of re-licensing to ensure the Image(s) is available to use under the rights you require.
220.127.116.11 The Image(s) may not be sublicensed, resold or otherwise made available for use or distribution separately or detached from a product or web page. For example, the Image(s) may be used as an integral part of a web page design, but may not be made available for downloading separately or in a format designed or intended for permanent storage or re-use by website users. Similarly, your customers may be provided with copies of the Image(s) as an integral part of work product, but may not be provided with the Image(s) or permitted to use the Image(s) separately.
18.104.22.168 None of WHA’s Image(s) have Releases. It is your responsibility to check that all necessary Releases have been secured (see clause 7.3 below). This includes clearing artist’s Rights before using images which depict works by artists or authors still within copyright.
3.2. For all Licences
3.2.1 WHA grants to you a non-exclusive (unless otherwise stated on Invoice), non-sublicensable and non-assignable right to Reproduce the Image(s) solely in the manner and for the purposes set out in the Invoice. When exercising this right you must ensure any WHA source credit or other third party credit or notice, including Intellectual Property rights, is not removed from any place where it is placed on or embedded in the Image(s).
3.2.2 Use of the Image(s) is strictly limited to the use, medium, period of time, territory and any other restrictions specified in the Invoice. You may utilize the Image(s) in any production process that may be necessary for the intended use specified in the Invoice.
3.2.3 If you are an intermediary (for example an advertising agency) you may sublicense an Image(s) as part of a derivative work (for example an advertisement) to your client. You may also assign the rights to your client, by entering their name in the transfer license field on the Invoice. If you assign the rights under this Agreement to your client you will rescind your rights to use the Image(s) in any other client’s work and it’s your responsibility to ensure the client understands and abides by all the Terms.
The Image(s) as stored and shared by you must retain any WHA source credit, the Image(s) identification numbers and any other third party credit or notice, including Intellectual Property rights, or other information as may be invisibly embedded or visibility provided within the electronic files containing the original Image(s).
3.2.4 The Image(s) may not be distributed by a mobile phone device in a way that would allow any third party to download, extract or access the Image(s) as a standalone file.
4. Credit and Copyright issues
4.1 No ownership or copyright, if applicable, in any Image(s) shall pass to you by the issue of the Licence. You acknowledge that, with the exception of certain Image(s) that may be in the public domain (for which you are obtaining access rights), all right, title and interest in and to the Image(s), including, without limitation, any applicable Intellectual Property rights therein remain with the Contributors, and nothing contained herein shall be construed to convey any rights or proprietary interest in the Image(s) other than the specific rights granted in Section 3 herein.
4.2 Unless otherwise agreed in writing, if any Image(s) is reproduced by you for editorial purposes (i.e. for any non-promotional purpose) you must include the credit line “World History Archive”, or any other credit line specified by WHA. If a credit line is omitted then an additional fee equal to one hundred percent (100%) of the original amount Invoiced attributable to the Image(s) in question shall be payable by you.
4.3 WHA’s source credit and Image(s) identification reference which appear in the Image(s) file must remain with your digital copy of the Image(s) at all times. You will retain the any WHA source credit, the name of any artist if applicable, the respective Image(s) reference and any other information or metadata (“content information”) that is embedded in or provided with the electronic file that comprises any Image(s) which you have downloaded from the Website or otherwise received from WHA. Failure to maintain the integrity of the content information referred to in this Clause 4.3 will constitute a breach of this Agreement.
4.4 In connection with the use of WHA or any other of WHA’s or its partners’ trade names, trademarks, logos or service marks, including the names of all Image collections (“Marks”), you acknowledge and agree that (i) such Marks are and shall remain the sole property of WHA or its partners; (ii) nothing shall confer upon you any right of use in or to the Marks; and (iii) you shall not now or in the future contest the validity of the Marks.
4.5 You will immediately notify WHA if you become aware or suspect that any third party has gained access to the Image(s) through you, is wrongfully using the Image(s), in whole or in part, or is violating any of WHA’s or any third party Intellectual Property rights, including, but not limited to, trademarks and copyrights, as applicable.
5. Warranty and limitation of liability
5.1 WHA guarantees that should any Image(s) have defects in material or workmanship and these are notified in writing to WHA within thirty (30) days from the date of delivery of the Image(s) then WHA will either replace the Image(s) with another digital copy of the Image(s) free from defect or refund the Licence Fee paid by you to the extent attributable to the defective Image(s), at WHA’s option.
5.2 WHA makes no other warranty, express or implied, including, without limitation, any implied warranties of merchantability or fitness for a particular purpose. Neither WHA nor its Contributors shall be liable to you or any other person or entity by reason of any representation (unless fraudulent) or any implied warranty, condition or other term, or any duty at common law, or under the express terms of this Agreement for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other Claims (whether caused by the negligence of WHA, its servants or agents or otherwise) which arises out of or in connection with this Agreement, even if WHA has been advised of the possibility of such damages, costs or losses. WHA’s maximum liability arising out of or in connection with your use of or inability to use the Image(s) (whether in contract, tort or otherwise) shall, to the extent permitted by law, be limited to five (5) times the value paid by you for the relevant Image(s).
5.3 Each provision of clause 5.2 is to be construed as a separate limitation (applying and surviving even if for any reason one or other of such provisions is held to be inapplicable, unreasonable or unenforceable in any circumstances) and shall remain in force notwithstanding the termination of this Agreement.
5.4 Notwithstanding any other provisions of this Agreement WHA and you acknowledge that the WHA website may contain archival or other collections that include Image(s) that are not protected by copyright, in the public domain or for which copyright ownership is unknown and that in respect of such Image(s):
WHA or its Contributors do not purport to have any Intellectual Property rights in such Image(s) and are solely providing you with access to their copy based on your compliance with the terms of this Agreement; and Other copies of such Image(s) may be available elsewhere for free.
Any Reproduction by you or on your behalf without reporting of use as soon as practicable, and in any event within 3 months, and payment being received by WHA constitutes a breach of this Agreement which entitles WHA immediately to terminate this Agreement and further may, in some instances constitute an infringement of copyright and/or other Intellectual Property rights.
7. Release information
7.1 WHA gives no representations or warranties whatsoever as to the existence of any Releases associated with the Image(s).
7.2 WHA gives no representations or warranties whatsoever with respect to the use of names, trademarks, logos, uniforms, registered or copyrighted designs or artistic works depicted in any Image(s).
7.3 You must satisfy yourself that all Releases as may be required for Reproduction of the Image(s) have been secured and are appropriate for your intended use. 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(s) usage, then it is your responsibility to consult with relevant parties. You shall not rely upon any representation or warranty given by WHA employees or representatives save as set out in this Agreement.
You agree to indemnify and hold WHA and its Contributors harmless against any claims, damages, losses, expenses or costs, including legal costs, arising in any manner whatsoever from your unauthorised use of any Image(s) or of the depiction of any person or thing contained in any Image(s) supplied to you by WHA, or any other breach by you of any of your obligations under this Agreement.
9. Licence fee
The Licence Fee depends on the nature of the rights granted. You agree to notify WHA in the event that you desire to expand the usage for the Image(s) and pay any additional Licence Fee. Use of an Image(s) in a manner not specifically authorised under the terms set out in the Invoice or otherwise in the Agreement constitutes a breach of the Agreement and may in some instances constitute an infringement of copyright and/or other Intellectual Property rights.
10. Licence cancellation
If you haven’t used the Image(s) file you can cancel the Licence and get a full refund within 30 days of the Invoice date. You’ll need to send us an email email@example.com with the Invoice number and the Image file number. If you cancel, you won’t be able to use the Image file and you’ll need to remove it from your archives. In addition, WHA may withdraw any Image(s) based on a potential or actual legal claim. Upon termination or withdrawal, you and your client, if applicable, must immediately discontinue all future use of the Image(s), delete the Image(s) and all copies from all magnetic/electronic media and destroy all other copies in its possession or control. WHA may replace the Image(s) with alternate Image(s) upon its discretion.
Except as required by law both parties shall procure that all confidential information disclosed by one party to the other in accordance with this Agreement or which may at any time until termination of this Agreement come into the other party’s knowledge, possession or control shall not be used for any purposes other than those required or permitted by this Agreement and shall remain confidential and shall not be disclosed to any third party except insofar as this may be required for the proper operation of this Agreement and then only under appropriate confidentiality provisions approved by the other party. For the purposes of this agreement confidential information shall include without limitation that relating to the business of a party, its business systems, pricing, trade secrets, business processes and client and supplier lists. These obligations of confidentiality shall cease to apply to any particular item of confidential information once it becomes public knowledge other than by any act or default of either party.
12. Interest on overdue Invoices and reasonable recovery costs
Unless otherwise agreed by us in writing, all Invoices are payable by you within 30 days.
If you do not make full payment of an Invoice on time we reserve the right to charge interest on the outstanding amount at the rate prescribed by the Late Payment of Commercial Debts (Interest) Act 1998 from the date payment was due until payment is made.
13. Condition of Image(s)
You should make sure that you examine the Image(s) for possible defects before sending the Image(s) for Reproduction. Subject to clause 5.1, WHA shall not be liable for any loss or damage suffered by you or any third party arising from any alleged or actual defect in any Image(s) or its caption or in any way from its Reproduction.
Due to the nature of server provision, downtime and lost transmissions may occur as part of routine maintenance. You are advised to maintain a copy of your account status and details of Image(s) purchased.
15. Miscellaneous terms
15.1 The Licence will terminate immediately if you (a) enter into voluntary or compulsory liquidation, (b) have a receiver appointed or (c) fail to perform any of your obligations under the Agreement within 28 days of our giving you notice to comply. In the event of termination, all rights granted will immediately revert to us and any further exploitation of any Image(s) may in some instances constitute an infringement of copyright and/or other Intellectual Property rights.
15.2 The Licence is conditional on you not being aware of or having received, prior to licensing any Image(s), correspondence, representations, complaints or Claims from WHA or third parties (collectively ‘Claims’) alleging that the Image(s) in question is in breach of copyright or other third party Intellectual Property rights or is in some other way unauthorised. Any such Claims existing at the time the Image(s) is purported to be Licenced will render any Licence granted void from the beginning. Any use of in-copyright Image(s) in a manner not expressly authorised by this Agreement may constitute copyright infringement, entitling WHA to exercise all rights and remedies available to it under copyright laws around the world. You shall be responsible for any damages resulting from any such copyright infringement, including any Claims by a third party. In addition and without prejudice to WHA’s other remedies under this Agreement, WHA reserves the right to charge and you agree to pay a fee equal to up to five (5) times WHA’s standard Licence fee for the unauthorised use of an Image(s).
15.3 No variation of any of these Terms shall be effective unless in writing and signed by WHA and you. No action of WHA, other than an express written waiver, may be construed as a waiver of any clause of this Agreement. In the event that WHA waives any specific part of this Agreement, such fact does not mean that any other part is waived. In the event of any inconsistency between the Terms and the terms contained in any purchase order or other communication sent by you, the Terms of this Agreement shall prevail.
15.4 Should any clause of this Agreement be found unenforceable, that will not affect any other clause and each will remain in full force and effect.
15.5 This agreement, its validity and effect, shall be interpreted under and governed by the laws of England and be subject to the exclusive jurisdiction of the English courts. If WHA is required to enforce its rights as a result of any breach of these terms, whether legal proceedings are commenced or not, you agree to indemnify WHA in respect of all reasonable legal fees and costs incurred by WHA in relation thereto.
16.1 Any notice required or permitted to be given by either party to the other under this agreement, shall be in Writing addressed to that other party at its registered office or principal place of business or other such address as may at the time be relevant having been notified pursuant to this provision to the party giving notice.
16.2 If any provision of this agreement is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provisions in question shall not be affected.
16.3 This agreement shall be governed by the laws of England and the Buyer agrees to submit to the non-exclusive jurisdiction of the English courts.
Copyright © 2018 Image Asset Management Ltd. (World History Archive). All rights reserved.
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