General "Terms and Conditions of Use” or “Agreement”
These Terms and Conditions serve as a non-transferable contract (also referred to below as an "Agreement") between you the Licensee (the person viewing this website and using any of its content/Image(s)) and Meiklejohn Graphics Licensing Ltd (Meiklejohn Graphics Licensing Ltd. hereafter referred to as MGL) the exclusive authorised agent for the creators and copyright owners of the Image(s) on this website). These Terms and Conditions are superseding any other general Terms and Conditions of Use previously printed and/or provided to any Client. The Terms and Conditions also prevail over any written terms and conditions of the Client.
2- Terms and conditions of use
Following are the terms and conditions that bind your use of this website.
THESE TERMS AND CONDITIONS OF USE CONSTITUTE A LEGAL AGREEMENT BETWEEN YOU AND MEIKLEJOHN GRAPHICS LICENSING LTD, ITS LICENSORS AND CONTENT PROVIDERS. PLEASE READ THIS AGREEMENT ("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 THE MEIKLEJOHN GRAPHICS LTD 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 LICENSE 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.
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 your acceptance of the change.
All elements of the Site are protected by copyright, trade dress, moral rights, trademark and other laws relating to the protection of intellectual property.
Any material found on this Site including text or Image(s), 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 MGL.
You may download low-resolution Image(s) 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 -on behalf of our licensee- to you for the low-resolution Image(s) available on this site.
By using any image/photographs on this website or from the off-line Library, you do not acquire any right, title or interest in or to any of our Image(s) including, but not limited to, any electronic reproduction or promotional rights, except as specifically set forth in our Invoice/Copyright License on a non-exclusive basis for the specific uses and purposes stated on our Invoice and limited by these Terms and Conditions. You agree that you will not make, authorise or permit any use of the particular Image(s), digital file(s) or other reproduction(s) made from our Image(s) except as specified in our Invoice/Copyright License.
(3.1) "Image" means a photograph, picture, film, video clip, reel, sound file, audio clip, 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.
(3.2) "Creator" refers to the photographer, artist or any other party (or parties) responsible for producing the Image(s) on this website. "Client", "You and "Your" refer to the individual viewing the MGL Image Library website. All three terms also refer to the individual downloading Image(s) from this website. In addition, all three terms refer to the recipient/licensee of the Image(s) and its/your representatives. The terms "Us" and "Our" refer to MGL, its licensors and its content providers.
(3.3) "Digital" means a digital format such as a floppy disk, fixed hard disk, compact disk ("CD"), DVD, e-mail, ISDN, FTP server, etc. containing Image(s) that have been converted into digital files and provided to you by us subject to these Terms and Conditions.
(3.4) "Reproduction" means any form of copying, displaying or publication of the whole or part of any Image made available to you by us, 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.
(3.5) "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.
(3.6) "Non-transferable" means that the work you produce using our Image(s) must be for your own use, or for the use of your direct employer, client, or customer, i.e.: the end-user of your work. You may not sell, rent, loan, give, sub-license, or otherwise transfer to anyone our Image(s) or the right to use the Image(s) and nothing you produce shall grant or purport to grant to any third party a right to use or reproduce the Image(s). You agree to take all commercially reasonable steps to prevent third parties from reproducing or distributing the Image(s), including affixing a copyright/credit line. Image(s) may not be passed from one client to another, even within the same organisation, except by prior explicit written agreement with MGL management.
(3.7) “License” means any type of license available through MGL. MGL license its image(s) within several licensing agreement, including but not limited to Rights Protected Licensing (Rights Managed identified by the abreviation RM visible next to each image reference number) and Royalty Free Licensing (identified by the abreviation RF visible next to each image reference number). The Client is responsible to read and comply with every aspect of the license applicable to the reproduction of the Image(s). If you are unsure about the usage rights under these terms and conditions, it is the Client’s responsibility to contact our offices. Each type of license agreement is available on this site.
You may not:
a) alter or merge, in whole or in part, the Digital Medium or any Image(s) so as to create a derivative work
b) reverse engineer, disassemble the Image(s) or any software contained on or in the Digital Medium, subject to applicable law;
c) use the Image(s) in any way that might be deemed defamatory, libellous, pornographic, or obscene.
d) store or transmit the Image(s) electronically or digitally, except as provided above in these Terms and Conditions. However the Licensee may store images in a digital library, network configuration or similar arrangement to allow the licensed images to be viewed by employees, partners and clients of Licensee, so long as there are no more than ten (10) Users. Licensee must purchase additional seat licenses if there are more than ten (10) users before such additional use begins.
e) copy or reproduce any CD, DVD that we may provide to you, nor the Image(s) it contains, or the materials that accompany it, except as specified in these Terms and Conditions;
f) transfer or assign any rights to the Digital Medium or the Image(s).
5- Permissions and Releases
(5.1) MGL gives no rights or warranties with regards to the use of names, trademarks, logotypes, registered or copyrighted designs or works of art depicted in any Image, and you must satisfy yourself that all necessary rights, model releases, permissions or consents which may be required for Reproduction are obtained.
(5.2) No valid model or other releases exist 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 occurs on the website, and therefore, you will need written confirmation for the existence of such model release. You agree to indemnify and hold the Image Creators and MGL harmless against all claims arising out of the use of any Image(s) where the existence of such release(s) has not been specified in writing by us. In the event that Licensor(s) erroneously stated to you in writing that a release or consent existed as to any Image(s), the limit of Licensors' liability to you, shall be the sum invoiced and paid for the use of the particular Image(s) 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 or property releases 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 Image(s) in a digital format for Reproduction it shall be presumed by us that the Image(s) 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 Image(s) files.
(6.2) 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 providing the license terms have not expired or have been removed from the collection altogether. If you have continuing problems, please contact firstname.lastname@example.org
(6.3) Licensor(s) warrant the Image(s) 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 Licensor(s)' option. LICENSOR(S) MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER LICENSOR(S) NOR THEIR LICENSORS 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 LICENSE OR OTHERWISE.
7- Copyright Notice and Publication
(7.1) Our Image(s) are protected by copyright. In accordance with sections 77 and 78 of the Copyright, Designs and Patents Act 1988, a copyright and credit line must be included with the reproduction of our Image(s) in the following format ©Year Artist Name, Licensed by MGL, www.mgllicensing.com (ie. ©2011 Adrian Chesterman, Licensed by MGL, www.mgllicensing.com).
(7.2) If our Image(s) are used by you on any type of product, you agree to send us six free final samples of the products using our Image(s) within thirty days of final production. In other media, alternative evidence of use must be provided to us if requested.
In the event of breach of copyright by the client or non-respect of any part of this Terms and Conditions of Use, MGL reserves the rights to terminate this Agreement. In the event that we terminate this Agreement you must immediately (a) stop using our Image(s) in whatsoever form including but not limited to analogue or digital files and (b) return immediately all Image(s) provided in analogue form, (c) delete the Image(s) and all copies of them from all of your electronic and/or magnetic media and destroy all other copies of the Image(s) within your possession or control, or, upon request of the MGL, return all such copies to us.
10- Warranty and Indemnification
(10.1) You shall indemnify and hold us harmless against all claims, loss, damage, proceedings or costs with respect to Image(s) that have been reproduced without effective rights, model releases, permissions or consents.
(10.2) You agree to indemnify and hold harmless MGL, its licensors and content providers 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.
(10.3) Pornographic use, use that would be defamatory or libellous or use which is otherwise unlawful is prohibited. If the Image(s) featuring a person is 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 Image(s) 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 our Image(s) as a trade or service mark, or claim any proprietary rights of any sort in the Image(s) or any part thereof. You agree to indemnify and hold us harmless against any claim, loss, damage or liability of any kind (including reasonable legal fees and expenses) arising from any use of our Image(s) other than in accordance with the terms of this Agreement.
(10.4) Licensor(s) warrants the Image(s) 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 Image(s) or disc or refund of the purchase price, at Licensor(s)' option. NEITHER LICENSOR(S) NOR THEIR LICENSORS 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 LICENSE OR OTHERWISE.
THIS WEBSITE AND ITS CONTENT ARE PROVIDED "AS IS" AND MGL 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 MGL, ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION DUE TO YOUR USE OF THIS WEBSITE.
(11.1) Except as specifically stated in these Terms and Conditions of Use, or elsewhere on this website, or as otherwise required by applicable law, neither MGL 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.
(11.2) In no event will MGL be liable for any damages including, without limitation, indirect or consequential damages, or any damages whatsoever arising from use or loss of use, data or profits, whether in action of contract, negligence or other action, arising out of or in connection with these Terms and Conditions,
(11.3) MGL uses reasonable efforts to ensure the accuracy, correctness and reliability of the Content, but we make no representations or warranties as to the Content's accuracy, correctness or reliability.
12- Law & Disputes
(12.1) This Agreement shall be interpreted, construed and governed by the laws of England without reference to its laws relating to conflicts of law and not including the provisions of the 1980 United Nations Convention on Contracts for the International Sale of Goods. 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, MGL 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, in the opinion of View, such action is necessary or desirable.
(12.2) No action of MGL, 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.
© 2011 Meiklejohn Graphics Licensing Ltd. London. All rights reserved.