1. Definitions
For the purposes of these Terms and Conditions:
Image means a digital file, photograph, transparency or negative which may be offered for the purpose of Reproductions, but for the avoidance of doubt does not include any actual work of art that may be depicted in any of the above.
License means the license granted to You for the use and Reproduction of the Image.
Reproduction means the reproduction of any Image in any form, including the publication or copying of the Image in whole or in part whether altered or not, and derived from the Image whether by printing, photography, slide projection, xerography, artists reference, artists illustration, layout or presentation, electronic or mechanical Reproduction or storage by any other means.
Website means the website at www.World Animal Protection.org.uk
World Animal Protection is a company limited by guarantee incorporated in England whose offices are at 5th Floor, 222 Grays Inn Road, London, WC1X 8HB.
You means the person or entity in receipt of this agreement.
2. Terms and Conditions
You accept and agree to these Terms and Conditions as soon as you download any Image from the Website or receive an Image from World Animal Protection through any other means or medium. These Terms and Conditions constitute a binding legal agreement ("Agreement") between you and World Animal Protection. If you are entering into this Agreement on your employer's or organisation's behalf then this Agreement applies both to you and your employer/organisation. If you do not wish to be bound by these Terms and Conditions do not use the World Animal Protection Images Online website, download or use any Images.
3. Use of Images
All Images obtained from World Animal Protection Images Online are licensed on a non-transferable, one-time, non-exclusive basis, and are strictly limited to the use, medium, time period, print run, placement, size of Image, territory, and any other restrictions indicated on the World Animal Protection Images Online website for the relevant Image, and are licensed for use within a maximum of one year from the date of download, or thirty (30) days for internal evaluations ("comps"). The fact that an Image may be made available for download without requiring the payment of a royalty fee does not mean that the use of that Image is license free, and the License terms in this Agreement and any listed restrictions in respect of an Image must be strictly adhered to at all times.
4. Listed Restrictions
Images may contain listed restrictions, including without limitation restrictions as to time, manner and territory of use, and pre-approval by a depicted person or their representative. Your ability to access an Image does not in itself entitle you to use that Image. Use of any Image contrary to a listed restriction is prohibited. If you do not understand or are unsure as to any restriction, you must contact World Animal Protection prior to download or use of any Image.
5. License granted by World Animal Protection
Unless otherwise agreed by World Animal Protection in writing, your reproduction of Images is limited to (i) internal evaluation or comps, or (ii) the specific use approved by World Animal Protection at the time of download, which together with these terms shall constitute the full license granted. Additional restrictions indicated on the World Animal Protection Images Online website or in the invoice may contain limitations on your use, medium, time period, print run, placement, size of Image, territory, and any other restrictions. Any license granted by World Animal Protection is conditional on you meeting all conditions and restrictions imposed by World Animal Protection on the use of each Image downloaded. Your failure to comply fully with such conditions and restrictions shall terminate any license granted to you and entitles World Animal Protection to pursue all remedies available under copyright laws. You may not otherwise make, use or distribute copies of any Images for any purpose except as authorised. World Animal Protection reserves all rights to the Images to the fullest extent permitted by law, and you do not acquire any copyright, ownership or equivalent rights in or to any Image as a result of any license World Animal Protection grants to you.
The limited license granted to you and/or your organisation pursuant to these Terms and Conditions is personal and non-transferable. Any work you produce incorporating the Image must be for your own use or for the use of your direct employer/organisation. You may not sell, rent, loan, give, sublicense or otherwise transfer to anyone the Image or any right to reproduce the Image.
6. Use of Digital Images
In the event that an Image that is downloaded by you is to be used as a digital image (a "Digital Image") the following additional conditions shall apply. Every Digital Image created by you must be labeled with our Image reference number and our copyright credit information as an integral part of the Digital Image file, and must be stored on a computer system under your sole possession and control. Digital Images must not be greater in size than 640x480 pixels, 72ppi. Digital Images should be in a format designed to prevent alteration or manipulation during normal use.
7. Storage of Images
You may place Images on your internal computer hard drive/network for a limited time, provided you limit access to the Images to those having a bona-fide need to facilitate production or creation of any licensed use, but you shall not otherwise distribute or permit access to any Images. Following your licensed use, you agree to cease use of all Images and delete/destroy any digital copies within fifteen (15) days. You agree not to store or maintain any archive of any Images downloaded from World Animal Protection Images Online in any format or medium. This section shall survive termination of the Agreement.
8. No Alterations
When using editorial and news type Images you may not make or permit any modifications to or alterations of the Images (except for standard colour correction or minor cropping for space limitations) or to the caption information unless specifically agreed in writing by World Animal Protection.
9. Model Releases and Clearance
The rights World Animal Protection grants to you to use an Image does not include a license to any persons, places, property, or subject matter depicted in an Image, which may be subject to copyrights, trademarks, rights of publicity, moral rights, property rights or other rights belonging to third persons. You should assume that no model or property releases, or other releases or licenses exist in connection with any of the Images, unless specifically stated in a separate writing by World Animal Protection.
World Animal Protection makes no representations or warranties that it owns or licenses any rights nor does World Animal Protection grant you any rights including copyright, trademarks, or rights of publicity belonging to any person, place, property, or subject matter depicted in any Image. In addition World Animal Protection makes no representation or warranty as to the accuracy of any information provided with any Image. You are solely responsible for determining whether your use of any Image requires the consent of any third party or the license of any additional rights, and you should not rely solely on the information provided by World Animal Protection.
An Image designated as "model released" means that the person depicted in the Image has signed a release permitting reproduction of the Image depicting such person, subject to the restrictions contained in this Agreement, including without limitation sensitive subject uses. If World Animal Protection erroneously advises you that an Image is model-released when it is not, World Animal Protection's liability shall be limited to the amount of £100.
If an Image depicts a person and is used in a manner that implies the use or endorsement of a product or service by that model, you must indicate that the person depicted is a model and used only for illustrative purposes. Any license granted by World Animal Protection is conditional on you obtaining all necessary third-party rights, releases and permissions. You agree to provide World Animal Protection with proof of such releases and permissions upon request.
10. Unauthorized Use
Without limitation, Images may not be utilized as a trademark or service mark, or for any pornographic, obscene, defamatory or unlawful purpose, or to violate any person's right of privacy or publicity, or to infringe upon any copyright, trade name, trademark, or service mark of any person or entity. Unauthorized use of Images constitutes copyright infringement and shall entitle World Animal Protection to exercise all rights and remedies under applicable copyright law, including an injunction preventing further use and monetary damages against all users and beneficiaries of the use of such Images.
11. Compatible Use of Images
World Animal Protection makes the Images available to selected users with the intention that the use of the Images will help to promote awareness of the objectives and work of World Animal Protection and its affiliated organization around the World. Any use of the Images must be in a way that is consistent and harmonious with World Animal Protection's objects and Images must not be used in such a manner or context as to depict World Animal Protection, its affiliated organisations or work in a negative or unfavourable light or to subject any persons to ridicule or disparagement. Any license granted by World Animal Protection shall not constitute a representation that an Image is compatible for use with any other material. You are solely responsible for the use of any Image in combination with any other material, and you agree not to use an Image in a way that may infringe this clause 11 without first obtaining World Animal Protection's written agreement to the proposed use.
12. Copies
World Animal Protection shall exclusively retain all publication rights arising from your use of our Images.
13. Publication Rights
At World Animal Protection's request you will provide World Animal Protection free of charge with copies of any printed products or publications you create using the Images, or if Digital Images are used then the URL and any required passwords or the screen captures for our records.
14. Indemnification
You agree to indemnify and hold World Animal Protection harmless against all claims (including without limitation claims by third parties), liability, damages, costs and expenses, including reasonable legal fees and expenses, arising out of or related to (i) a breach by you of this Agreement and any Image restrictions, (ii) the use by you of any Image either alone or in combination with any other material, (iii), your failure to abide by any restriction regarding the use of an Image.
15. Credit and Copyright Notice
Whenever an Image is used you shall include a copyright notice and photo credit adjacent to each Image in the format: "© Credit given in credit line of each image". Receiving credit is an important aspect of the Agreement for World Animal Protection, and if you fail to give credit for an Images you will be liable to a license fee of £100 for the use of the Image.
16. World Animal Protection Trademark
Except for credits as required above you may not use any trade mark or name of World Animal Protection or the World Society for the Protection of Animals without World Animal Protection's prior written consent.
17. Jurisdiction
Any dispute regarding this Agreement shall be governed by the laws of the United Kingdom and the parties agree to accept the exclusive jurisdiction of the United Kingdom courts.
18. Limited Warranty
World Animal Protection warrants that it has sufficient rights to grant you the limited license under this Agreement subject to the restrictions and limitations set out in these Terms and Conditions. While World Animal Protection makes efforts to use accurate caption information World Animal Protection does not warrant that such information is accurate. World Animal Protection provides access to the website on an 'as is' basis and makes no other warranty or representation regarding any Images, or any rights or licenses under this Agreement.
19. Limitation of Liability
Except for any liability which cannot by law be excluded or limited, World Animal Protection shall not be liable to you or any third party claiming through you for any direct, indirect, incidental or consequential loss or damages arising out of or relating to the use or inability to use any of the Images whether as a breach of warranty, title, non-infringement fitness of purpose, in tort, contract or otherwise. In no event shall World Animal Protection's liability for use of any Image exceed £100.
20. Miscellaneous
You acknowledge that you have read this Agreement and understand it, and agree to be bound by all its terms and conditions. This Agreement and any listed restrictions constitute the entire agreement between the parties with respect to the subject matter hereof and merge all prior and contemporaneous communications. This Agreement shall not be modified except by a written agreement signed by duly a authorised representative of World Animal Protection, and no purchase order or similar document issued by you shall modify this Agreement. If any provision of this Agreement is found invalid or unenforceable, the remainder of this Agreement shall remain valid and enforceable according to its terms. The parties intend that the provisions of this Agreement be enforced to the fullest extent permitted by applicable law. Accordingly, the parties agree that if any provisions are deemed not enforceable, they shall be deemed modified to the extent necessary to make them enforceable and in such manner as comes closest to the intentions of the parties to this Agreement as is possible. This Agreement will survive for the benefit of and be binding upon the parties, their successors and assigns, except that you may not assign or transfer this Agreement without World Animal Protection's prior written consent. Any license granted under this Agreement will terminate immediately if you (a) die, (b) enter into voluntary or compulsory liquidation; (c) have a receiver appointed; or (d) fail to perform any of your obligations under this Agreement within 14 days of World Animal Protection giving you notice to comply. In the event of termination, all rights granted will immediately revert to World Animal Protection and any further exploitation of any Image shall constitute an infringement of copyright.
