Terms & Conditions:- Buying a 'pic'
Owner
Means the creator of the works who owns the intellectual Property in the Work and has Licensed the intellectual Property in the Works to pics-4-news for the purpose of any agreement.
Images
Means a photograph, transparency, negative, illustration, design, video recording,sound recording, digital Works file or any other item created by the creator and offered by pics-4-news to you for the purpose of licensing the Intellectual Property in the Works to you.
Intellectual Property
Means copyright , design right, registered design right, database right, patents and any rights to inventions, know-how,trade and business names,trade secrets, logos and devices, trade and service marks (whether registered or unregistered), moral rights and any applications thereof and all rights in confidential information world wide.
Agreement
The terms as laid out in the Licence Confirmation issued by pics-4-news for the purpose of licensing the intellectual property in a specific Works to you.
Pics-4-news
pics-4-news trading as pics-4-news.com
1.0 Pics-4-news
1.1 Pics-4-news represents the owners of various photographic and digital images for the promotion and licensing of the pics.
1.2 These terms and conditions will form a binding agreement between you and pics-4-news and apply to all and any use of the Works. If you do not accept these terms and conditions please do not use any of the pics.
2.0 License
2.1 In consideration of the payment of the fee, pics-4-news agrees to grant you a licence to the Intellectual Property in the Pics in the Territory for the duration of the term for the purpose.
2.2 In consideration of pics-4-news granting you a licence in the Intellectual Property in the Works you agree to:
2.2.1 Pay the Fee as agreed and in accordance with the of the Agreement;
2.2.2 Use the Intellectual Property in the Works in the Territory for the duration of the Term for the Purpose only.
2.2.3 Provide the appropriate credit line as indicated in the caption accompanying the Works. If no credit line is indicated in the caption, then the credit line must read pics-4-news. If you fail to credit the image and additional 25% of the original licence fee will be payable.
2.2.4 To use any low resolution "watermarked" image(s) provided by pics-4-news to you for evaluation purposes only,and not for any purpose other than evaluation.
3.0 Intellectual Property
3.1 All and any Intellectual Property in the Works shall belong to, vest in and be the property of the creators who have licensed the same to pics-4-news for the purpose of the Agreement.
3.2 You undertake not to claim any proprietary right, title or interest in any trading names or trade marks of pics-4-news,nor register or trade using any trade mark,device or logo used by pics-4-news to identify its goods or services including the mark "pics-4-news" or any mark device or symbol which is confusingly similar, save as expressly provided by the Agreement or pics-4-news in writing.
3.3 You will not be entitled to sub-licence the Intellectual Property in the Works to any third party without prior written consent of pics-4-news.
3.4 pics-4-news is entitled to grant licences in the Intellectual Property in the Works to any number of third parties at any time unless an exclusive licence has been expressly negotiated and granted.
4.0 Price and Payment
4.1 Pics-4-news shall invoice you for the Fee upon delivery of the Works.
4.2 You agree to pay the Fee within 21 days of the receipt of the Works.
4.3 pics-4-news may charge additional Fees in the event of:
4.3.1 You requesting the supply of services in addition to those agreed under the terms of the Agreement.
4.3.2 pics-4-news incurring the other expenses agreed between you and pics-4-news prior to incurring such expenses;
4.3.3 Your failure to credit the Works upon publication as requested.
4.4 Unless expressed otherwise in the Agreement all sums are exclusive of value added tax or any other applicable sales tax or duties.
4.5 If you do not pay in accordance with our terms we may recover damages or, at our option, change interest rate prescribed by the late Payment of Commercial Debts (interest) Act 1998 from the date payment was due until payment is made.
5.0 Guarantees and Liability
5.1 pics-4-news has used reasonable efforts to ensure that the Creators own the Intellectual Property in the Works which have been licensed to pics-4-news but pics-4-news makes no guarantee and accepts no liability in relation to the Intellectual Property in the Works or the availability of the Works for licensing.
5.2 pics-4-news has made every endeavour that the descriptions of the Works are as accurate as possible.
5.3 pics-4-news has obtained an indemnity from the Creator on behalf of pics-4-news and you in the event that any representations by the creator cause loss or damage to pics-4-news or you. You may therefore rely on this indemnity.
5.4 You must satisfy yourself that all necessary rights, model releases or consents which may be required are obtained and that the use of the image is not obscene, indecent, libellous or unlawful.
5.5 pics-4-news will not be liable for any indirect or consequential loss to you arising from the use of the Works.
5.6 Except as provided above pics-4-news will give no other warranties,conditions or other terms,express or implied, statutory or otherwise and all such terms are hereby excluded to the maximum extent permitted by law and common law except your consumer rights which will remain in full force and effect.
6.0 Party's Obligations
6.1 pics-4-news agrees and undertakes to :
6.1.1. Use all reasonable efforts to ensure that all works are of satisfactory quality and correspond with the description of the works given.
6.1.2. Notify you forthwith of any changes to the fees and any other matters which pics-4-news considers relevant to you.
6.2 You agree to :
6.2.1. Inform pics-4-news forthwith of any complaint concerning the works which is experienced by you , or bought to your attention.
6.2.2. Provide pics-4-news with such information, documentation and assistance as is required to enable pics-4-news to carry out its obligations as herein described.
6.2.3. Not to sub-licence or sell the works to any third party.
6.3 Both parties agree to:
6.3.1. Keep the other party informed of their contact details.
6.3.2. Act in good faith towards the other party and not do anything, which might prejudice the intellectual property,reputation,goodwill or business relations of the other party.
7.0 Confidentiality
7.1 pics-4-news and you agree to :
7.1.1. Keep confidential all information ( written and oral) concerning the business and affairs of the other party that it shall have obtained or received as a result of discussions leading up to or the entering into or performance of the agreement.
7.1.2.Not without the other party's written consent disclose the information in whole or in part to any other person or company save those of its personnel and representatives involved in the implementation or services and who have a need to know the same.
7.1.3. Use the information solely in connection with the terms of the agreement and not for its own benefit or the benefit of any third party.
7.2 the provisions of clause 7.1 above shall not apply to the whole or any part of the information to the extent that it is :
*Trivial or obvious.
*In the public domain.
*Already in the other's possession other than as a result of a breach of this clause.
*Required to be disclosed by law.
7.3 Each of the parties undertakes to the other party to make all relevant employees, agents and sub-contractors aware of the confidentiality of the information and the provisions of this clause 7 and without prejudice to the generality of the foregoing to take all reasonable steps as shall from time to time be necessary to ensure compliance.
8.0 Warranties and Indemnities
8.1 pics-4-news warrants that to the best of it's knowledge:
8.1.1. The works or any other material or information in possession of pics-4-news do not infringe the intellectual property rights of any third party and that pics-4-news has (and will continue to hold throughout the term) all rights necessary for the featuring and supply of the works.
8.2 You warrant that:
8.2.1. You will not make any amendments or alterations to the works that would make the works racist,defamatory,obscene,immoral or otherwise illegal.
8.2.2. You will not use the works in or for racist,defamatory,obscene,immoral or otherwise illegal context or purpose.
8.2.3. You will not add any text or additional images that might apply any false or misleading meaning to the content and subject matter of the works or that may cause the public or a court of competent jurisdiction to misconstrue the meaning or original circumstances of the works.
8.3. You undertake to pics-4-news to indemnify and hold pics-4-news harmless in full and defend pics-4-news at your own expense against all costs and losses whatsoever and howsoever incurred by pics-4-news, its servants or nominees arising out of any claim made against it or any of them in any jurisdiction in the world following your use of any image supplied by or acquired from pics-4-news.
8.4 Except as expressly provided in the agreement, all conditions and warranties and terms and undertakings expressed or implied statutory or otherwise in respect of the website and the works are expressly excluded.
8.5 pics-4-news' liability for loss or damage,direct or otherwise,and howsoever caused shall not exceed the fee paid by you under the terms of the agreement. You agree to keep a digital copy of all works submitted to pics-4-news,and to provide with out delay an additional copy to pics-4-news,if requested.
8.6 pics-4-news shall not be liable for any consequential loss or damage.
8.7 When instructions or advice are given to pics-4-news , then pics-4-news shall accept no liability to you for any misunderstanding or representation which may arise except in relation to fraudulent misrepresentation.
8.8 Neither party shall exclude liability for death or personal injury caused by that party's negligence in performing its obligations under the agreement.
9.0 Duration and Termination
9.1. The agreement will come into force upon your confirmation of your order of the works and will continue in force for the term.
9.2. Save as otherwise provided herein, the agreement may be terminated:
9.2.1. Forthwith by either party if the other party commits any material breach of any term of the agreement and which (in the case of a breach capable of being remedied) shall not have been remedied within 7 days of a written request to remedy the same:
9.2.2.Forthwith by either party if the other party shall convene a meeting of its creditors or if a proposal shall be made for a voluntary arrangement or a proposal for any other composition scheme or arrangement with its creditors or if the other party shall be unable to pay its debts or if found guilty of trading fraudulently.
9.2.3. By pics-4-news if you amend or alter the works in any way making it racist obscene defamatory,immoral or otherwise illegal or an infringement of a third party's intellectual property,privacy or use the works in any context or for any purpose which is racist obscene, defamatory,immoral or otherwise illegal.
9.3 Any termination of the licence pursuant to this clause shall be with out prejudice to any other rights or remedies a party may be entitled to hereunder or at law, and shall not affect any accrued rights or liabilities of either party nor the coming into or the continuance in force of any provision hereof which is expressly or by implication intended to come into force on or after such termination.
9.4 Upon termination of the agreement pics-4-news shall be entitled to immediately restrict and suspend the use of the intellectual property in the works by you.
9.5 All and any fees paid prior to termination by you to pics-4-news are non-refundable and remain the property of pics-4-news.
10.0 Assignment and Successors
10.1 You cannot assign the agreement or the licence without the prior written consent of pics-4-news,such consent not being unreasonably withheld.For the avoidance of doubt pics-4-news will be allowed to assign this agreement and the licence to a third party.
10.2 The agreement shall be binding upon and endure for the benefit of the successors in title of the parties hereto.
11.0 Data Protection
11.1 pics-4-news undertakes at all times to comply with and adhere to the provisions of the Data Protection Act 1998 any amendments to the same and equivalent legislation.
12.0 General
12.1 The agreement sets out the entire understanding between the parties with respect to its subject matter and supersedes all prior terms and conditions of contract and non fraudulent representations,arrangements and understandings between the parties relating thereto.
12.2 pics-4-news will not be liable for any default in performance of it's obligations if it is caused by an event of force majeure which will include without limitation an act of God,an act of terrorism,industrial action or sabotage,breakdown of machinery or equipment,and any failure on the part of the owner,or subcontractors or suppliers.
12.3 Nothing in these terms shall be deemed to constitute a partnership or agency relationship between the parties and neither party shall do or suffer to be done anything whereby it may be represented as a partner or agent of the other party.
12.4 If at any time any part of the agreement is or becomes unenforceable,such part will be construed as far as possible to reflect the parties' intentions and the remainder of the provisions will remain in full force and effect.
12.5 No forbearance,delay or indulgence by either party in enforcing the provisions of the agreement shall prejudice or restrict the rights of that party nor shall any waiver of rights operate as a waiver of any subsequent breach of this agreement.
12.6 No person who is not a party to the agreement shall be entitled to enforce any of the terms pursuant to the Contracts(Rights of Third Parties) Act 1999.
12.7 The agreement will be construed in accordance with the laws of England and the parties submit to the non-exclusive jurisdiction of the English Courts.
[/box]