CONTENT LICENSE AGREEMENT

This Agreement lays out the terms by which members and clients of Photola.co.uk obtain the right to use stock photography provided by members of the Photola.co.uk community through the web site located at www.photola.co.uk (the "Site"). This Content License Agreement is in addition to the Terms of Use.
This document contains many important provisions that affect your rights and obligations. By signifying your acceptance in any way, you accept this Agreement either for yourself or on behalf of your employer or the entity that is identified as the member account holder, and agree to be bound by its provisions. If you are accepting on behalf of your employer or the entity that is the member account holder, you represent and warrant that you have full legal authority to bind your employer or such other entity. If you do not have such authority or you do not accept or agree with these terms, do not download the content.

In this Agreement: (1) "you" or the "client" means you or, if you are accepting on behalf of your employer or member account entity, then "you" means that employer; (2) "photola.co.uk" or "we" means Photola.co.uk., operator of the Site; and (3) "Content" means any photographic image or other material hat you are downloading from the Site.

1. License Terms

Photola.co.uk hereby grant to you a perpetual, non-exclusive, non-transferable worldwide license to use the Content for the Permitted Uses (as defined below). Unless the activity or use is a Permitted Use, you cannot do it. All other rights in and to the Content, including all copyright and other intellectual property rights relating to the Content, are retained by photola.co.uk or the supplier of the Content, as the case may be.

2. Allowable License Uses:

(a) You may only use the Content for those advertising, promotional and other specified purposes which are Permitted Uses (as defined below).

For clarity, you may not use the Content in products for resale, license or other distribution, unless the original Content has been fundamentally modified or transformed sufficiently that it constitutes an original work entitling the author or artist to copyright protection under applicable law, and where the primary value of such transformed or derivative work is not recognisable as the Content nor is the Content capable of being downloaded, extracted or accessed by a third party.

(b) Only you are permitted to use the Content, although you may transfer files containing Content or permitted derivative works to your clients, or printers for the purpose of reproduction for Permitted Uses, provided that such parties shall have no further or additional rights to use the Content.

(c) Permitted Uses. Subject to the restrictions described under Prohibited Uses below, the following are "Permitted Uses" of Content:

1. on–line or electronic publications, including web pages;
2. advertising and promotional projects, including product packaging, printed materials, presentations, film and video presentations, commercials, catalogues, brochures, greeting cards and postcards (though not in cases where the intention is to re-sell the ietms).
3. entertainment uses, such as books, magazines, newspapers, editorials, newsletters, and video, broadcast and theatrical presentations.
4. prints, posters and other reproductions for personal use or promotional purposes specified in (1) above, but not for resale, license or other distribution.

If there is any doubt that a proposed use is a Permitted Use, you should contact photola.co.uk's Client Questions for guidance.

3. License Prohibitions

(a) Prohibited Uses. You may not do anything with the Content that is not expressly permitted in the preceding section. For greater certainty, the following are "Prohibited Uses" so for example you may not:

1. use the Content in design template applications intended for resale
2. use the Content in any posters or other items for resale, license or other distribution for profit;
3. use any of the Content as part of a trade-mark, design-mark, trade-name, business name, service mark, or logo;
4. incorporate the Content in any product that results in a re-distribution or re-use of the Content (such as electronic greeting card web sites, web templates etc)/
5. use the Content in a way that is considered by photola.co.uk as or under applicable law is considered pornographic, obscene, immoral, infringing, defamatory or libelous in nature, or that would be reasonably likely to bring any person or property reflected in the Content into disrepute;
6. remove any notice of copyright, trade-mark or other proprietary right from any place where it is on or embedded in the Content;
7. sub-license, re-sell, rent, lend, assign, gift or otherwise transfer or distribute the Content or the rights granted under this Agreement;
8. post a copy of the Content on a network server or web server for use by other users;
9. use or display the Content in an electronic format that enables it to be shared in any peer-to-peer or similar file sharing arrangement;
10. use the Content for editorial purposes without including the following credit adjacent to the Content: "© photola.co.uk" or "© Member Name";

4. Term of Agreement

(a) This Agreement is effective until it is terminated. You can terminate this Agreement by destroying the Content and any Permitted Derivative Works, along with any copies or archives of it or accompanying materials (if applicable), and ceasing to use the Content for any purpose. The Agreement also terminates without notice from photola.co.uk if at any time you fail to comply with any of its terms. Upon termination, you must immediately (i) cease using the Content and for any purpose; (ii) destroy or delete all copies and archives of the Content or accompanying materials; and (iii) if requested, confirm to photola.co.uk in writing that you have complied with these requirements.

(b) photola.co.uk reserves the right to elect at a later date to revoke or amend the license granted by this Agreement and replace the Content with an alternative for any reason. Upon notice, sent to the address or contact information provided by you for your member account, or such other address as you may advise us in writing to use, from time to time, of such replacement, the license for the replaced Content immediately terminates for any products that do not already exist, and this license automatically applies to the replacement Content. You agree not to use the replaced Content, or any Permitted Derivative Works, for future products and to take all reasonable steps to discontinue use of the replaced Content, or any Permitted Derivative Works, in products that already exist.

5. Limited Representations and Warranties

(a) The Site acts as an exchange of Content between those who provide Content to the Site and those who wish to use such Content. photola.co.uk grants no rights and makes no warranties regarding the use of names, people, trademarks, trade dress, patented or copyrighted designs or works of art or architecture or other forms of intellectual property represented in any Content. While we have made reasonable efforts to correctly categorise and keyword the Content, photola.co.uk does not warrant the accuracy of such information.

(b) THE CONTENT IS PROVIDED "AS IS" WITHOUT REPESENTATION, WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. PHOTOLA.CO.UK DOES NOT REPRESENT OR WARRANT THAT THE CONTENT WILL MEET YOUR REQUIREMENTS OR THAT ITS USE WILL BE UNINTERRUPTED OR ERROR FREE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE CONTENT IS WITH YOU. SHOULD THE CONTENT PROVE DEFECTIVE, YOU (AND NOT PHOTOLA.CO.UK) ASSUME THE ENTIRE RISK AND COST OF ALL NECESSARY CORRECTIONS.

6. Limitation of Warranties and Liability

(a) photola.co.uk’s entire liability and your exclusive remedy, with respect to any claims arising out of your use of the Content, or out of your actions in downloading the Content, shall be as follows:

1. You may, upon request to photola.co.uk, be permitted to download the Content again, at a location photola.co.uk will provide for you;
2. If you continue to be unable to download the Content, photola.co.uk will refund the fee actually paid by you for such Content, provided photola.co.uk determines in its sole and absolute discretion that you have been unable to download such Content successfully.

(b) IN NO EVENT SHALL PHOTOLA.CO.UK OR ANY OF ITS AFFILIATES OR CONTENT PROVIDERS OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, PARTNERS OR AGENTS BE LIABLE FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING DAMAGES FOR LOSS OF PROFITS, INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) IN CONNECTION WITH ANY CLAIM, LOSS, DAMAGE, ACTION, SUIT OR OTHER PROCEEDING ARISING UNDER OR OUT OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION YOUR USE OF, RELIANCE UPON, ACCESS TO, OR EXPLOITATION OF THE CONTENT, OR ANY PART THEREOF, OR ANY RIGHTS GRANTED TO YOU HEREUNDER, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER THE ACTION IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR OTHERWISE.

(c) IN ANY EVENT, THE TOTAL MAXIMUM AGGREGATE LIABILITY OF PHOTOLA.CO.UK UNDER THIS AGREEMENT, THE LICENSE PROVIDED HEREUNDER, OR THE USE OR EXPLOITATION OF ANY OR ALL OF THE CONTENT IN ANY MANNER WHATSOEVER SHALL BE LIMITED TO THE FEES ACTUALLY PAID BY YOU TO PHOTOLA.CO.UK UNDER THIS AGREEMENT IN RESPECT OF THE USE OF THE RELEVANT CONTENT.

(d) SOME JURISDICTIONS DO NOT ALLOW FOR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

7. Indemnification

You agree to indemnify, defend and hold photola.co.uk and its Content providers and their respective directors, officers, employees, shareholders, partners and agents (collectively, the "photola.co.uk Parties") harmless from and against any and all claims, liability, losses, damages, costs and expenses (including reasonable legal fees on a solicitor and client basis) incurred by any photola.co.uk Party as a result of or in connection with any breach by you or anyone acting on your behalf of any of the terms of this Agreement.

8. Acknowledgement

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND UNDERSTAND IT. IN CONSIDERATION OF PHOTOLA.CO.UK AGREEING TO PROVIDE THE CONTENT, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.

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