THESE TERMS AND CONDITIONS CONSTITUTE A LEGAL AGREEMENT BETWEEN YOU AND US. PLEASE READ THIS AGREEMENT IN ITS ENTIRETY BEFORE YOU CONTINUE TO USE THIS WEBSITE, ANY OF OUR SERVICES OR DOWNLOAD ANY IMAGE. BY CLICKING ON THE CHECK BOX THAT STIPULATES AGREEMENT TO THE FOLLOWING TERMS AND CONDITIONS ON THE REGISTRATION FORM, AND BY USING THIS WEBSITE YOU ACKNOWLEDGE THAT YOU HAVE READ AND AGREED TO BE BOUND BY OUR TERMS AND CONDITIONS OF USE. IF YOU DO NOT AGREE, CLICK THE CANCEL BUTTON TO DECLINE THIS AGREEMENT, AND DISCONTINUE USING THE WEBSITE.
IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF YOUR EMPLOYER, THE LICENCE GRANTED AND RESTRICTIONS AND LIMITATIONS RECITED HEREIN APPLY TO YOUR EMPLOYER AND TO YOU AS A REPRESENTATIVE OF YOUR EMPLOYER. SHOULD YOU CEASE WORKING FOR YOUR EMPLOYER, YOUR EMPLOYER ONLY MAY CONTINUE TO OPERATE UNDER THIS AGREEMENT.
1- Introduction
These terms and conditions serve as a non-transferable contract (also referred to below as an "Agreement") between you and MS Associates Limited trading as Round the World Images. Round the World Images is the owner or the exclusive authorised agent for the Creators and copyright owners of the Images on this website. These Terms and Conditions supersede any other general terms and conditions of use previously published and/or provided to any Client of Round the World Images. These Terms and Conditions prevail over any of the written terms and conditions of the Client.
2- Definitions:
(2.1) "Image" or “Images” means any photograph, picture, graphic work, montage, illustration, drawing as well as any image on a computer disk, or on magnetic tape, or transmitted electronically in digital form, or stored in a computer-based retrieval system, or any other item that may be offered by us to you for the purpose of Reproduction.
(2.2) "Creator" refers to the photographer, artist or any other party (or parties) responsible for producing the Images on this website.
(2.3)"Client", "You and "Your" refer to the individual viewing Round the World Images Image Library website. If that individual or entity is not the intended Licensee then all three terms also refer to the person or entity specifically designated as the Licensee during the purchase process and as set out in the Invoice. “Round the World Images”, "Us" and "Our" refer to MS Associates Limited, owner or licensors of the Images on behalf of the Creators and content providers generally.
(2.4) "Digital" means a digital format such as a floppy disk, fixed hard disk, compact disk ("CD"), DVD, e-mail, ISDN, FTP server, etc. containing Images that have been converted into digital files and provided to you by us subject to these Terms and Conditions.
(2.5) “Invoice” means the computer-generated or pre- printed standard form invoice provided by us setting out the terms agreed with you for the use of the Images. The Invoice shall be incorporated into this Agreement and all references to this Agreement shall include the Invoice.
(2.6) "Reproduction" means any form of copying, displaying or publication of the whole or part of any Image, whether such Image is altered or manipulated in any way or not by you, and whether reproduced by printing, photography, photocopying, scanning or slide projection by electronic, digital or mechanical means. "Reproduction" also means the downloading and/or storage of an Image by any means, including digitally. "Reproduction" is also understood by you and us to include the use, either in whole or in part, of any Image for producing a comp, layout or presentation, including the display of an Image on an Internet and/or Intranet website.
(2.7) "Text" means any words, information or data, keywords, caption, extended caption or any other words in written or digitally stored or transmitted format that we may offer either for the purpose of Reproduction or for the purpose of providing specific information about an Image.
(2.8) "Non-transferable" means that the work you produce using our Images must be for your own use, or for the use of your direct employer, client, or customer, i.e.: the person or entity specifically designated as the Licensee during the purchase process and as set forth in the Invoice. You may not sell, rent, loan, give, sub-licence, or otherwise transfer to anyone our Images or the right to use the Images and nothing you produce shall grant or purport to grant to any third party a right to use or reproduce the Images. You agree to take all commercially reasonable steps to prevent third parties from reproducing or distributing the Images, including affixing a copyright/credit line. Images may not be passed from one client to another, even within the same organisation, except by prior explicit written agreement with Round the World Images management.
(2.9) “Licence” means any type licence available through Round the World Images. Round the World Images licences its Images under several forms of licensing agreement, including but not limited to Rights Protected Licensing and Royalty Free Licensing which are reproduced at Schedule 1 to this Agreement.
3-Terms and conditions of use
(3.1)The terms and conditions bind your use of this website and use of the Images.
(3.2)We may at any time revise these Terms and Conditions without notice. It is up to you to regularly review the Terms and Conditions in case there any changes. Continued use of this site after a change has been made is taken as your acceptance of the change.
(3.3)Any material found on this site including text or images, may not be printed, copied, reproduced, republished, downloaded, posted, displayed, modified, reused, broadcast or transmitted in any way, except for your own personal non-commercial use. Permission for any other use must be obtained from Round the World Images.
(3.4) If you are using this website and you are not the intended Licensee, you represent and warrant to us that you are authorised to as an agent for the intended Licensee and have full power and authority to bind the intended Licensee. Should the intended Licensee dispute your authority, you will remain bound by this Agreement and liable for any failure of the intended Licensee to comply with the terms of this Agreement.
(3.4)You may download low-resolution images from this website to your computer desktop (or, send them by e-mail, either to yourself or to another party) for initial and personal viewing only. These are the ONLY permissible reproduction rights granted by us to you for the low-resolution images available on this site.
(3.5)By using any Image on this website or from the off-line Library, you do not acquire any right, title or interest in or to any of our images including, but not limited to, any electronic reproduction or promotional rights, except as specifically set out in our Invoice on a non-exclusive basis for the specific uses and purposes stated on our Invoice and limited by these terms and conditions specific to the rights granted. You agree that you will not make, authorise or permit any use of the particular images, digital files or other reproductions made from our Images except as specified in our Invoice. The general terms of the form of Licence granted are given at Schedule 1 to this Agreement. It is your responsibility to read and comply with every aspect of the Licence applicable to the reproduction of the Images. If you are unsure about the usage rights under these terms and conditions, you should contact our offices.
4. Prohibitions
4.1You may not:
(a) alter or merge, in whole or in part, the Digital medium or any Images so as to create a derivative work;
(b) reverse engineer, disassemble the Images or any software contained on or in the Digital medium, subject to applicable law;
(c) use the Images in any way that might be deemed defamatory, libellous, pornographic, or obscene;
(d) store or transmit the Images electronically or digitally, except as provided above in these Terms and Conditions;
(e) copy or reproduce any CD, DVD that we provide to you, nor the Images it contains, or the materials that accompany it, except as specified in these Terms and Conditions; or
(f) transfer or assign any rights to the Digital medium or the Images.
5- Permissions and Releases
(5.1) Neither Round the World Images nor any party on whose behalf Round the World Images licences Images, makes any representations or warranties with regard to the use of names, people, trademarks, trade dress, logos, registered or copyrighted designs or works of art or architecture or any item capable of proprietary rights protection depicted in any Image, and you must satisfy yourself that all necessary rights, model releases, property releases, permissions or consents required for Reproduction of the Image are obtained.
(5.2) No valid model, property or other releases exists for any Image on our website unless the existence of such releases is specified in writing by us. You agree that you will obtain from the applicable right holder any other rights necessary for the intended use of any Image, including without limiting the generality of the foregoing, any personality or publicity rights. Errors might occur on the website as to the existence of a release, and therefore, you will need written confirmation for the existence of such model release from us. You agree to indemnify and hold Round the World Images and any party on whose behalf Round the World Images licences Images harmless against all claims arising out of the use of any Images where the existence of such release has not been specified in writing by us. In the event that we erroneously stated to you in writing that a release or consent existed as to any Images, the limit of our liability to you, shall be the sum invoiced and paid for the use of the particular Images involved.
(5.3) Disclaimer - The information provided on the site regarding model and property releases is intended solely for general informational use. It should NOT be taken as legal advice or as an answer to specific questions you may have in regards to model or property releases. It is your responsibility to ensure that you have the correct model, property trademark or other releases necessary for your intended use and that you comply with the relevant local laws. You are advised to seek legal advice if you have specific questions regarding releases. If you choose to download an Image with no model or property release for any other usage than editorial, it is your responsibility to ask a legal professional about your specific use to be sure.
6- Digital Files - Cancellation and Refund Policy
(6.1) If you choose to receive high-resolution Images in a digital format for Reproduction it shall be presumed by us that the Images we supply to you on CD, DVD, or downloaded by you from this website or via our FTP servers, have been received in good, useable condition unless you notify us otherwise within seven (7) business days of receipt of the Images files.
(6.2) Downloading again and cancellation policy
(a)Download failure:
If your Image download fails for some reason, please do not re-purchase that Image. All purchased Images are available to you for downloading again. Royalty-free licenced images are available at all times for downloading (unless they have been removed from the collection altogether). If you have continuing problems, please contact Round the World Images at the address or using the contact details shown on our website at www.roundtheworldimages.com
(b)Refund due to quality problems
To request a refund please contact Round the World Images at the address or using the contact details shown on our website at www.roundtheworldimages.com. We will look at each case individually and refunds will be made, in the original purchase currency.
(c)Cancellation policy
Royalty-free Images
You may cancel the image licence within seven working days from the date of the invoice without charge. If you cancel less than 30 working days after the invoice date, a cancellation fee of fifty (50%) percent of the invoice will be charged. After thirty working days, no cancellations will be accepted and the full amount of the invoice must be paid. Cancelling the licence revokes any right or licence granted to you to use an Image.
Rights Managed Images
You may cancel the Image licence within seven working days from the date of the invoice without charge. If you cancel less than 30 working days after the invoice date, a cancellation fee of fifty (50%) percent of the invoice will be charged. After thirty working days, no cancellations will be accepted and the full amount of the invoice must be paid. Cancelling the licence revokes any right or licence granted to you to use an Image.
(6.3) We warrant the Images and disc to be free from defects for 60 days from delivery. The sole and exclusive remedy for a breach of the foregoing warranty is the replacement of the Image or disc or refund of the purchase price, at our option. WE MAKE NO OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WE SHALL NOT BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY GENERAL, SPECIAL, DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR OTHER DAMAGES ARISING OUT OF THIS LICENCE OR OTHERWISE.
7- Analogue Files
(7.1) By accepting delivery of our Images in a form of a transparency, print or colour Negative film, you implicitly agree to our Terms and Conditions in their entirety. If this is not acceptable, you must phone us immediately to discuss the matter or return our Images, unused at once. Unless Images are sent back by return as Special Delivery or by courier, it is understood that you are willing to pay at current Round the World Images rates for the use of Images; a Service Fee if no use is made; and a Holding Fee if Images are held beyond the agreed period.
(7.2) Return of Images: Any Image supplied by Round the World Images is on loan and must be returned as soon as it is no longer required. All Images must be returned by the due date on the delivery note. After that date, unless an extension has been granted, you are liable for a Holding fee. This fee will be charged per Image, per week at the current rate. If overdue Images are not returned within a reasonable period, Round the World Images reserves the right to invoice for loss.
(7.3) Responsibility for Images: Images collected by courier, or by your representative, are your responsibility as soon as they leave Round the World Images offices. You are at all times responsible for their safe keeping, for their return in good condition, for informing us of their use and for arranging payment. This responsibility ends when both Images and payment have been received by Round the World Images.
(7.4) Damage and loss: If you receive Images in a damaged condition, or there is any discrepancy between the number of Images received and the number registered on the delivery note, you must inform Round the World Images immediately. Unless you do so within 3 days, we must assume Images have been lost or damaged while in your possession and will invoice accordingly. You should inform Round the World Images of any misuse or damage to Images whilst in your possession.
8- Copyright, Copyright Notice and Publication
(8.1) No ownership or copyright in the Images shall pass to you by the grant of any Licence under this Agreement.
Our Images are protected by copyright and a copyright and credit line must be included with the reproduction of our Images in the following format © World on Film Limited 2003-7 /Round the World Images (together with contributor co-credits, when indicated).
(8.2) If our Images are used by you in a print publication you agree to send to us two free samples of the pages containing our Images within thirty days of publication. In other media, alternative evidence of use must be provided to us if requested.
9- Rates, payment and right to use
(9.1) Rates: It is your responsibility to be aware of our current rates, which are updated from time to time. New rates automatically invalidate all previous rates information.
(9.2)Payment in advance: In some cases, when a fee is agreed off-line, Round the World Images may request payment, or part payment, in advance.
(9.3)Round the World Images current rates apply unless there is written agreement to the contrary. If you wish to negotiate a special rate for the right to use a picture, you should do so in advance.
(9.4) Expenses: any expenses occurred by our photographers while on assignment on behalf of the Client will always be paid in full by the Client within 30 days. In case of any event or dispute arises, and for whatsoever reasons, including but not limited to accident, loss of films, fire, storm, flood, act of God, war, act of terrorism, civil disturbance or loss of materials photographers’ expenses must be honoured in full.
(9.5) You only have the right to reproduce our Images when our Invoice is paid in full. Therefore, you agree to pay our Invoice within 30 days of the date of Invoice.
(9.6) Right to use:
The borrowing, download, order, reception or purchase of Images from Round the World Images does not confer the right to use the Images. This right is conferred only on FULL payment of our invoice. NO RIGHTS OF REPRODUCTION ARE GRANTED UNTIL PAYMENT IS RECEIVED BY ROUND THE WORLD IMAGES. Any Reproduction by you before the full payment of the relevant Invoice constitutes an infringement of copyright and a breach of this Agreement, thus entitling us to rescind the Licence and rendering you liable for the payment of a penalty fee and damages. Any Images copyrighted to Round the World Images or represented by Round the World Images on behalf of the Creator or copyright holder that are used without our permission or any grant of Licence to use will be subject to a penalty fee. The penalty fee for infringement of copyright is a minimum of 200% of the standard fee applicable for the unauthorised use. Additionally Round the World Images reserves the right to take legal action for copyright infringement for additional damages.
(9.7) If payment is not made by you in accordance with the above, then in addition to the remedies available to us expressed in clause 9.4 above we will charge interest to you on the overdue amount at 5% above the official dealing rate of The Bank of England per annum on the outstanding balance. You will pay Round the World Images any expenses incurred by Round the World Images in connection with the recovery of monies outstanding (including legal costs on an indemnity basis).
(9.8) We calculate the fee specified in our Invoice by relying in good faith on the information you provide to us for the intended use and reproduction specified in that Invoice\Licence. As it is difficult to quantify the loss or damage incurred if you use the Images other than in accordance with this Agreement, including but not limited to the number of uses, the publication utilised, or the size of reproduction, we shall have the option to forego our right to sue for copyright infringement and breach of contract if you pay, as liquidated damages, a sum equal to three (3) times the normal fee which we would have charged for such use, payable within ten (10) days. If payment has not been received within ten days, we shall have the right to sue you for copyright infringement and seek damages for breach of the terms of this agreement.
(9.9) All sums required to be paid to us under these Terms and Conditions are expressed net of Value Added Tax.
(9.10) It is your responsibility to inform Round the World Images when and how a picture is to be used. When doing so, it is essential to provide us with the identifying reference number of each picture. Payment need not be made until the time of use but is then due immediately.
(9.11) Retention of Images: you may store copies of high resolution Images provided on CD, DVD for the duration of the project for which the Images have been purchased. This does not entitle you to any Reproduction rights beyond those explicitly agreed by Round the World Images. Round the World Images products and Images are tagged and unauthorised use can be detected electronically.
10- Termination
In the event of breach of copyright or any of the terms of this Agreement by the client, Round the World Images reserves the rights to terminate this Agreement. In the event that we terminate this Agreement you must immediately (a) stop using our Images in whatsoever form including but not limited to analogue or digital files and (b) return immediately all Images provided in analogue form, (c) delete the Images and all copies of them from all of your electronic and/or magnetic media and destroy all other copies of the Images within your possession or control, or, upon request of the Round the World Images, return all such copies to us.
11- Warranty and Indemnification
(11.1) You shall indemnify and hold Round the World Images and any party on whose behalf we licence Images (each a ‘Licensor’) harmless against all claims, loss, damage, proceedings or costs with respect to the Reproduction of Images where you have failed to procure effective rights, model or property releases, permissions or consents.
(11.2) You agree to indemnify and hold harmless Licensor, against all claims, demands, costs, damages and related expenses, whether foreseeable or not, arising directly or indirectly in respect of any claims that the Reproduction of any Image provided to you by us infringes the intellectual property rights of a third party. For the purposes of this clause, the term "Intellectual Property Rights" shall include: copyright, database right, patents, registered designs, trademarks and service marks (whether registered or not), design right, and all similar property rights including those subsisting in any part of the world in drawings, software inventions and confidential information.
(11.3) Pornographic use, use that would be defamatory or libellous or use which is otherwise unlawful is prohibited. If the Images featuring a person are used in a manner that implies endorsement, use of, or a connection to a product or service by that model, or a potentially unflattering or controversial subject, you must print a statement that indicates that the person is a model and is used for illustrative purposes only. You agree that you will not use or permit the use of our Images to defame any person or violate any person's right of privacy or publicity, for any obscene or indecent purpose, or in any other way which is illegal or unlawful. You further agree not to use or permit the use of the Images as a trade or service mark, or claim any proprietary rights of any sort in the Images or any part thereof. You agree to indemnify and hold Licensor harmless against any claim, demand, costs, loss, damage or liability of any kind (including reasonable legal fees and expenses) arising from any use of the Images other than in accordance with the terms of this Agreement.
(11.4) Licensors warrants the Images and disc to be free from defects for 90 days from delivery. The sole and exclusive remedy for a breach of the foregoing warranty is the replacement of the Images or disc or refund of the purchase price, at Licensors' option. NO LICENSOR SHALL BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY GENERAL, SPECIAL, DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR OTHER DAMAGES ARISING OUT OF THIS LICENCE OR OTHERWISE.
12- Disclaimers
(12.1)THIS WEBSITE AND ITS CONTENT ARE PROVIDED "AS IS" AND ROUND THE WORLD IMAGES EXCLUDES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY WARRANTY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE. THE FUNCTIONS EMBODIED ON, OR IN THE MATERIALS OF, THIS WEBSITE ARE NOT WARRANTED TO BE UNINTERRUPTED OR ERROR-FREE. YOU, NOT ROUND THE WORLD IMAGES, ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION DUE TO YOUR USE OF THIS WEBSITE.
(12.2) Except as specifically stated in these Terms and Conditions, or elsewhere on this website, or as otherwise required by applicable law, neither Round the World Images nor its directors, employees, licensors, content providers, contributors, affiliates or other representatives will be liable for damages of any kind (including, without limitation, lost profits, direct, indirect, compensatory, consequential, exemplary, special, incidental, or punitive damages) arising out of your use of, your inability to use, or the performance of this website or the Content whether or not we have been advised of the possibility of such damages.
(12.3) Round the World Images uses reasonable efforts to ensure the accuracy, correctness and reliability of the content of this Website, but we make no representations or warranties as to the accuracy, correctness or reliability of the content.
13- Recall
At any time we may notify you that certain images are no longer available and from the date of such notification the Licence granted to you shall be terminated and with immediate effect. We may at our discretion provide you with an alternative image in substitution or refund the fee paid by you for the use of the Licence, or such part of the fee taking into account your use to the date of notification.
14- Law & Disputes
(14.1) This Agreement shall be interpreted, construed and governed by the laws of England. Venue for all disputes arising under this Agreement shall lie exclusively in the English Courts and each party agrees not to contest the personal jurisdiction of these courts. Notwithstanding the foregoing, however, Round the World Images shall have the right to commence and prosecute any legal or equitable action or proceeding before any non-UK court of competent jurisdiction to obtain injunctive or other relief in the event that such action is necessary or desirable.
(14.2) No action of Round the World Images, other than an express written waiver or amendment, may be construed as a waiver or amendment of any of these Terms and Conditions of Use. Should any clause of these Terms and Conditions of Use be found unenforceable, wherever possible this will not affect any other clause and each will remain in full force and effect.
SCHEDULE 1
PART A: RIGHTS MANAGED LICENCE
A rights-managed licence is granted on a ‘use’ basis. The fee payable for using the Image is calculated from several factors and these include size, placement, duration of use and proposed distribution territory. When you order a rights managed Image you will first need to submit sufficient information to enable us to be able to clearly specify the rights you want granted for the specific use. From this information we will determine a price. Exclusive rights can be granted on some rights-managed Images. All licences for a rights managed Image are subject to the terms and conditions expressed in the Agreement (which term includes the Invoice) and in this Schedule 1 Part A.
(1). A rights managed Licence gives you a non-exclusive (unless otherwise stated on invoice), non-sub licensable and non-assignable right to Reproduce the Image solely as specified in this Agreement (including the Invoice).
(2 )Use of the Image is strictly limited to the proposed use, medium, period of time, print run, placement, size of licensed material, geographical or commercial territory and any other restrictions specified in the Invoice. The Image may be used in any production process that may be necessary for the intended use specified in the Invoice.
(3)The Images must not be incorporated into a trade mark or logo or service mark.
(4) The Image must not be used as references for creating drawings or other visual works unless specifically authorised in the Invoice
(5) The Image must not be Reproduced more than once within any product, design, editorial piece or wherever unless such multiple use is specified in the Invoice.
(6)The Licence to use an Image on or in a product does not grant implicitly or otherwise the right for the Image to be used in the advertising or promotion of such product. You must negotiate a separate right for such use.
PART B: ROYALTY FREE LICENCE
A royalty free licence may be used by you multiple times for many projects without the payment of additional fees. Royalty free pricing is based on the file size of the Image and number of people who are to be licenced to use it. The rights granted however are non-transferable and are personal to the Licensee and are always non-exclusive. All licences for a royalty free licence to use the Image are subject to the terms and conditions expressed in the Agreement (which term includes the Invoice) and in this Schedule 1 Part B.
(1)A royalty free Licence gives you a non-exclusive, non-assignable non-sublicensable right to reproduce the Image on a worldwide and perpetual basis solely for the following purposes (unless otherwise agreed in writing by us):
1.1 For use in adverts,and promotional materials ;
1.2 electronic and online disitribution systems ;
1.3 theatrical productions or broadcasts;
1.4 products generally
1.5 non-commercial use or test and sample or comp use.
PROVIDED ALWAYS THAT the Images may not (i) generally be sold, sublicensed or made available for downloading, distribution or for any use separately (ii) and with respect to 1.2 and 1.4 the Image may not be sold, sublicensed or made available for downloading, distribution or for any use separately to the product or item into which the Image is incorporated.
(2)The royalty free Licence granted to you permits no more than ten (10) specific individuals within the one contracting organisation to access and use the Images at any particular time, and where you wish to increase the number of individuals licensed to use the Images you must agree with us the use of those additional individuals using the Image.
(3)The Images must not be incorporated into a trade mark or logo or service mark.
