Keep Things Local: Our Terms and Conditions, Terms of Service, comprise an End User Agreement and a Contributor Agreement. If you do not agree with our terms and conditions and privacy please leave the website immediately.
This is a ‘news’ website and you must consider that all content and information that you upload to the website will be published live to the internet and free for anybody to view. This includes personal information that you may add to your profile and other pages. If you are in any doubt do not use the webite, register, create a profile, blog, or post. Do not upload details that may affect your privacy. You are responsible for any content you provide or upload. Uploading materials and content that you do not own is against the law and a copyright violation. Do not use the site if you think you may be in violation of any laws. Do not place yourself or others in danger, do not break any laws.
END USER AGREEMENT:
Copyright and Restrictions on Use of Website
All material on this website, and all copyright and other intellectual property rights in and to that material, including without limitation its design structure and appearance, and all Content, are owned by Species Enterprises Limited and/or its licensors and other Content providers. You may not copy or reproduce in any form, format or medium any material on this website without our prior permission in writing. You may not use, copy, reproduce or exploit any trademark, logo, or other proprietary information relating to us for any commercial purpose without our express prior written consent, nor use or incorporate our name or trademark (or those of any of our licensors or owners of Content) in or as any keyword, meta tag or other hidden content to direct traffic to any other web site or web page without our express prior written consent. You may not engage in the framing of any name, trademark, logo, or other information relating to us without our express prior written consent. Any breach of these restrictions will automatically terminate and revoke the licence granted to you.
In these Terms and Conditions, and/or elsewhere on this website as the context admits:
(a) ‘Content’ means Images, audio recordings, audio-visual recordings, sounds, film or moving images, text, articles, blogs and any other item of information or any of them or any combination of them.
(b) ‘Licensed Content’ means only Content that you Purchase from us in accordance with these Terms and Conditions other than by buying any Product(s). Content reproduced on, in or in connection with any Product is not Licensed Content.
(c) ‘Images’ means photographs, pictures, drawings, illustrations, clipart, fonts, graphics, composites and other pictographic representations. Unless and until otherwise specifically offered by us on this website, all Images are supplied in JPG file format only.
(d) ‘Product(s)’ means (a) physical product(s) oritem(s) of merchandise reproducing Content and offered for sale by us via this website.
(e) ‘Purchase(d)’ means:
(i) in the case only of Products, your acquisition of the relevant Product(s) without any right to use any of the Content reproduced on or in that Product, and
(ii) in the context of your acquisition of Licensed Content (i.e. other than by buying any Product(s)), the acquisition by you of solely a limited licence to use such Licensed Content in accordance with these Terms and Conditions, and notwithstanding the normal meaning of that term does not imply or connote the acquisition by you of any title to or ownership of any such Licensed Content.
(f) ‘Royalty Free (‘RF’)’ in the case of an Image means the Purchase for a single fee or fees of an Image allowing use in accordance with any Royalty Free licences Purchased for use within a single project or campaign. Royalty Free Images may be incorporated in any particular project or campaign (and altered, amended and edited) only during the period of three (3) years from date of Purchase but must then be re- Purchased if altered, amended or edited within an existing project or campaign after that three (3) year period. All Royalty Free Images are sold subject to Reserved Rights (if any). Use of Royalty Free Images is at all times non-exclusive. Such Images may previously have been (and may in the future be) sold to other parties in addition to, and notwithstanding, your Purchase. Royalty Free Images may not be used on consumer merchandise of any kind, such as (by way of example and without limitation) on T-shirts or other articles of clothing. Unless otherwise clearly specified in your order, and in our acceptance of your order (see clause 3 below), all Purchases of Images from us are on our Royalty Free basis.
(g) ‘Rights Managed’ in the case of an Image means the Purchase of an Image for a single use only in accordance with specific terms agreed with you as to (for example, and without limitation) permitted media, territory and duration and subject to Reserved Rights (if any). If you wish to purchase any Image on a Rights Managed basis, please contact us.
(h) ‘Exclusive Use’ in the case of an Image Purchased by you means our agreement (but only if specifically so stated in our acceptance of your order, and then only for the period of time and/or territory agreed by us) to withdraw that Image from subsequent sale to third parties. Notwithstanding the normal definition of the word ‘exclusive’, we do not warrant, represent or guarantee that any such Image has not previously been sold or licensed to a third party or parties, or that such Image may not then be in current use by a third party or parties, and our sole obligation in respect of any agreed Exclusive Use is, for the period of time and/or territory agreed with you, not to sell that Image again to a third party. No ‘Exclusive Use’ of any Image will convey or grant to you any proprietary right in or to that Image or the copyright therein, all such rights at all times being reserved by us on behalf of our licensors, sellers and grantors.
(i) ‘Reserved Rights’ means restrictions notified by us to you on behalf of the copyright owner or controller of any particular Image as to the permitted manner and/or extent of use of that Image.
2. USE OF CONTENT
(a) We may give you a worldwide, non-exclusive, royalty-free, non-assignable and non- transferable limited and restricted licence to use Licensed Content which you purchase from us strictly on these Terms and Conditions. You acknowledge and understand that the purchase by you of any Product does not give you any right to use any of the Content reproduced in or on or in connection with that Product. All rights not specifically granted to you are reserved by us absolutely.
(b) Subject to any specific restrictions stated in these Terms and Conditions and/or in connection with the specific Licensed Content that you Purchase, and only where applicable to the specific available purchase choice(s) selected and submitted by you, and accepted by us, you may:
(i) back up and store the applicable Licensed Content as may be necessary on a single server for archival purposes only;
(ii) use the applicable Licensed Content comprising any Image(s) in accordance strictly with a specific licence Purchased by you for the use of that Licensed Content in appropriate media such as any electronic or print media, including advertising and editorial use, provided that such use is not intended to allow any re-distribution or re-use of the Images;
(iii) (other than in the case of Royalty Free Images, where such use is prohibited) use the applicable Image(s) purchased by you for consumer merchandise provided that such use is not intended to allow the re-distribution or re-use of any Image;
(iv) modify or alter the applicable Licensed Content Purchased by you as may reasonably be necessary for your use, subject to the provisions of clauses 2(b)(iii) and 2(c) of these Terms and Conditions, provided that if such modification or alteration constitutes a derivative work for copyright purposes, you will not acquire any copyright or other ownership in or to any of the Licensed Content and your use of any such derivative work will be subject in all respects to these Terms and Conditions. In the case of any derivative work, if requested by the copyright owner, you agree to execute a written assignment of all such rights, including copyright, without charge;
(v) any modification or alteration of any Licensed Content in a manner not outlined above must be approved in writing by us.
(c) You may not without our express prior written consent add lyrics to any Content that comprises music but you may cut or edit the music to fit the intended use. You may not use the title of any Content as the title of any commercial project without our express prior written consent.
(d) The use of any Licensed Content comprising sound recordings and music on any commercially available audio-only or audio-visual product (e.g. compact disc or other records, audio books, DVD, etc) will require additional prior written approval from the copyright owner(s), and may require the payment of additional mechanical and other licence fees to the applicable owners, publishers and/or collection societies. The public performance, broadcast or rediffusion of any recordings and music incorporating Content in any form or medium will be subject to the rules of Phonographic Performance Limited (‘PPL’), the Performing Right Society Limited (‘PRS’) and/or other applicable performing rights societies in the territory of broadcast or use and will be subject to appropriate licensing and payment. It is your sole responsibility where necessary to consult with all applicable mechanical and performing rights organisations and to ensure compliance with all applicable regulations in that respect.
(e) You may not:
(i) sub-license, distribute, transfer, re-sell, or assign (or purport to do so) any item of Licensed Content or any rights therein for any purpose or in or on any media, format or device, whether physical or intangible;
(ii) reverse engineer, decompile, translate, or disassemble any part of such Licensed Content;
(iii) use any part of any Licensed Content in or as part of a trademark, service mark, or logo without our express prior written consent;
(iv) use any Licensed Content to compete directly or indirectly with the licensing interests of Keep Things Local, Species Enterprises Limited or any of its related companies and/or their respective licensors and/ or Content providers;
(v) without our express prior written consent, and subject to specific terms for such use being agreed with us, use any Licensed Content in any downloadable format intended for multiple distribution including, without limitation, templates, website templates, software products, e-cards, and the like;
(vi) without our express prior written consent, use any Licensed Content that includes representations or depictions or suggestions of real persons in any subject matter that could reasonably be regarded as sensitive;
(vii) exploit or sell CDs, DVDs or other physical media or digital downloads reproducing any Licensed Content comprising music and sound recordings without first obtaining written permission from all third party copyright owners and publishers;
(viii) claim exclusive ownership of any Licensed Content or other digital media file. The copyright owners of all Licensed Content retain full ownership rights, which prevent your seeking to establish your own rights.
(f) You may use the website and Licensed Content for lawful purposes only. In particular, you must not use the website or any Licensed Content in such a way that causes, or might cause, the website to be damaged or access to it to be interrupted or impaired in any way. You acknowledge and understand that you alone, and not we, are responsible for all electronic communications sent from your computer to us.
(g) You must not use the website or any Licensed Content for or in connection with any of the following:
– any unlawful activity, whether civil or criminal;
– any fraudulent activity or purpose;
– any infringement of copyright, trademark, other intellectual property rights, or of rights of privacy or any other rights, or any wrongful disclosure of confidential information;
– the sending or use of any defamatory, offensive, abusive, indecent, obscene, pornographic, injurious, objectionable or threatening material;
– any computer viruses, ‘˜spam’™, spyware, Trojan horses or other malware;
– mass mailings or chain letters.
(h) We and our licensors reserve the right to refuse use of any particular Content for any reason whatsoever; and to notify you that certain Content is no longer available for use. Upon such notification, the licence to use such Licensed Content will automatically .
(i) We reserve the right to replace specific Licensed Content with alternative Content for any reason. Upon notice of such replacement, the licence for the replaced Licensed Content will immediately, and automatically, terminate in respect of any use of that Licensed Content that has not already been made, and these Terms and Conditions will govern the replacement Licensed Content. You agree not to use any replaced Licensed Content with future products or services, and to take all reasonable steps to discontinue use of the replaced Licensed Content in existing products or services.
(j) We use all reasonable efforts to ensure the accuracy and reliability of Licensed Content, but we make no representations and give no warranty as to such accuracy or reliability.
(k) Any commercial use of any Licensed Content must be accompanied by the applicable copyright notice shown, either adjacent to the particular item of Licensed Content or in a separate list of credits.
(l) No ‘model release’, ‘property release’ or other release any third party right including without limitation copyright, trade mark or any other intellectual property right exists in relation to any Image unless otherwise specifically stated in writing by us. You are solely responsible for obtaining all necessary releases in respect of each Image and the rights to any proprietary material depicted therein. Until you have obtained all necessary releases, no licence to use that Image is deemed granted to you. At our request, and without prejudice to your sole obligation to obtain releases (unless otherwise specifically agreed by us in writing), you will provide us with copies of all such releases. Notwithstanding the foregoing, other than in the case of our negligence or fraud, we disclaim all warranties as to the validity of any releases. If we erroneously make any representation as to the existence or scope of any release our liability will not exceed the price paid by you for the Purchase of the relevant Image.
(a) Your order represents an ‘offer’ to us to Purchase the specificProduct(s) and/or Licensed Content that you have itemised and selected. That offer is accepted by us only when we send you confirmation by email that your order has been accepted. Our debiting of any charges to your card does not indicate acceptance of an order. Your offer will be accepted only when we send you an e-mail confirming receipt and acceptance of your order, and containing the details of your order. Any items on the same order that are not confirmed in the confirmatory email do not form part of that contract.
(b) Before any order is final you will have an opportunity to check the details and correct any input errors. We reserve the right to reject an order and will notify you if that happens. On rejection all fees previously paid in relation to that order will be repaid. Although we try to ensure that the prices displayed on our website are accurate, if through a clerical or other error an incorrect price is shown we may give you the option of a refund or a purchase at the correct price.
(c) In deciding whether to accept your order we may use the information you have given to us, or which we may already hold about you, or which we may obtain from any credit reference agency. Any such agency will check the details we disclose to it against any database to which it has access, and will keep a record of that check. The credit reference agency will also retain this information and may use it in the future to assist other companies with identity verification to prevent and detect fraudulent transactions. If we decline your offer on security grounds we may contact you to seek an alternative method of payment.
(d) By placing an order, you confirm and represent to us that you are not below the age of 18 years and that you have the full right and capacity under your own local law to enter into a contract.
(a) You agree to pay the applicable charges listed on this website for all Product(s) and/or Licensed Content that you Purchase. We accept payment by the credit cards, debit cards and payment gateways displayed on this website. Prices are subject to change without notice prior to acceptance of your order.
(b) Our charges are payable in the currency specified on the website. Your credit / debit card company will calculate your local currency equivalent and you are responsible for any card and/or payment gateway charges that may be imposed by your card issuer or by the payment gateway.
(c) Our charges are subject to value added tax (VAT) where required by law and the amount of VAT will be shown, where applicable, where not included in the basic charge shown for your particular purchase. VAT rates are subject to alteration from time to time and we reserve the right to add whatever is the prevailing rate of VAT from time to time.
(d) You are solely responsible for paying all third party charges such as (without limitation) for internet access to our website such as telecommunications charges and the charges of your internet service provider, and all bank charges related to each transaction.
5. APPLICABLE ONLY TO PRIVATE CONSUMER TRANSACTIONS (OTHERWISE THAN IN THE COURSE OF A BUSINESS)
If you are purchasing Products and/or Licensed Content as a consumer, and not for any business purpose, then to the extent that the EC Directive on Distance Selling (97/7/EC) and the Consumer Protection (Distance Selling) Regulations 2000 as amended by The Consumer Protection (Distance Selling)(Amendment) Regulations 2005 (as the same may be further amended) (collectively ‘the Distance SellingRegulations’) are applicable to transactions from this website, this clause 5 provides you with the information that you are entitled to receive prior to or in good time after concluding a contract with us, as follows.
(a). Supplier: The supplier is Species Enterprises Limited, a private company incorporated in England & Wales under registration number 06429448, registered office address 96 Carthew Road, Chiswick, London, W6 0DX, telephone number +44(0)20 8748 3665, email address: email@example.com.
(b) Main Characteristics of the Goods: Please see the section of this website that describes the Product(s) and/or Licensed Content you are ordering.
(c) Price of the Goods: as set out in the ordering path for your proposed transaction, subject to these Terms and Conditions.
(d). Delivery Costs: See above.
(e) Arrangements for Payment, Delivery, and Performance: Payment is by credit card, debit card or stated payment gateway unless specifically otherwise agreed by us in writing, as explained in the ordering procedure and in these Terms and Conditions. Delivery is online, via the internet, unless delivery in the form of CD, DVD or other medium is requested and is accepted by us. All orders are subject to approval and we reserve the right to reject any order.
(f) Your Statutory Rights of Cancellation: Under the Distance Selling Regulations consumers have a statutory right of cancellation, subject to certain exceptions. However, by the very nature of this type of transaction by submitting your order you recognise agree and accept agree that we will start supplying Product(s) and/or (as the case maybe) providing Licensed Content to you almost immediately after approval of the order. By placing your order you consent to the immediate supply of Products and/or (as the case may be) Licensed Content. The decision to approve your order will be made within a short period (usually no more than a few minutes) following our receipt of your order. For this reason, you acknowledge that the early commencement of delivery to you of Product(s) and/or Licensed Content will prevent the statutory right you would otherwise have to cancel your order from applying.
(g) The Period for which the Offer or Price remains Valid: We reserve the right to increase prices from time to time by notice on this website prior to your placing an order (but any price increase will not affect any order that you have then already placed with us).
(h) The Minimum Duration of theContract: Not applicable, as transactions from this website are for the purchase of Products and/or Licensed Content on a single, one- off, basis. Therefore no minimum term exists.
(i) Right to Substitute Goods or Services: We reserve the right to modify or provide substitute Products and/or (as the case may be) Licensed Content upon notice to you.
(j) After Sales Service andGuarantees: Except as specifically stated in these Terms and Conditions, we do not provide any guarantees as to our supply of Products or Licensed Content.
6. FORCE MAJEURE
We shall not be liable for any loss or delay caused by any circumstance beyond our reasonable control including without limitation any Act of God, fire, flood, extreme weather conditions, strike or other industrial action, riot, terrorist activity, civil commotion, accident or emergency, any change in the law, trade embargo or other supervening event.
7. LIMITATIONS ON LIABILITY
(a) Whilst we endeavour to ensure that all information on this website is up to date and as accurate as possible, to the fullest extent permissible by law we hereby exclude all express and implied warranties including without limitation those as to merchantability, fitness for particular purpose and satisfactory quality.
(b) Except as otherwise specifically published on this website or as required by law, neither we nor our officers, directors, employees, agents, licensors, Content providers, affiliates or other representatives will be liable for any loss or damage of any kind arising directly or indirectly from the use of or any visit to this website, or from your inability to use this website, or otherwise in relation to this website and/or any Product(s) or Content, including without limitation lost profits, incidental, consequential, special, compensatory or exemplary damages except liability for loss caused by our negligence or as a result of our fraudulent misrepresentation, whether or not we have been advised of the possibility of such loss or damage.
(c) Any links that we provide to other websites are given on the strict understanding that we do not control those third party sites and so we cannot be responsible for their content or for any consequent loss suffered by you. You hereby waive any and all claims against us in respect of any matters arising from any such links.
8. OUR RIGHT OF TERMINATION
In the event of any material breach by you of these Terms and Conditions and/or any unauthorised use of any Content all licences granted to you to use any Licensed Content and all other rights granted to you will automatically and immediately terminate. Both we and our licensors and Content providers reserve all our respective rights and remedies in relation to any copyright infringement including (without limitation) in the event that such infringement occurs following termination of the licence under this clause.
9. GENERAL PROVISIONS
(a) No action or lack of action by us, other than an express written waiver or amendment, is to be construed as a waiver or amendment of any of these Terms and Conditions.
(c) These Terms and Conditions contain the entire agreement between us and you relating to your use of this website, and no purported variation, change or modification will be valid or binding unless in writing signed by us or posted by us on this website.
(d) If any of these Terms and Conditions is/are held to be unenforceable, so far as legally possible this will not affect the remaining Terms and Conditions which will continue in full force and effect.
(e) You agree that none of the Content will be used in any way contrary to export laws, regulations or restrictions or (where applicable) to the laws, rules and regulations of the European Union.
(f) These Terms and Conditions are governed by the laws of England and Wales.
We may use third parties to provide certain services, to which you may link from Our Website. Those third parties may have their own terms and conditions of use, to which you will then be subject in addition to these Terms and Conditions, and this Agreement. We are not responsible for third parties’™ terms and conditions, nor for the content or any other aspect of any third party website, nor for any consequences of your visiting any third party website.
Contributor Terms & Conditions
In these Terms and Conditions:
(a) ‘The Keep Things Local Service’ means any or all of the online services that we offer and provide, including all related technology, processes and materials that are used to such services.
(b) ‘Content’ means any Image, audio recording, audio-visual recording, sounds, film or moving images, text, story, article, blog, e-book, audio-book or similar content or any of them or any combination of the foregoing. ‘Your Content’ means Content that has been contributed by you.
(c) ‘Image’ means a photograph, picture, drawing, illustration, clipart, font, graphic, composite or other pictographic representation.
(d) ‘Product(s)’ means(a) physical product(s) or item(s) of merchandise reproducing an item or items of Your Content.
(e) ‘Our Website(s)’ means the web site(s) located at the domain name getnewsalerts.com and at such other domains or subdomain names as may be used by us from time to time to identify web sites on which we offer the Keep Things Local Service in whole or part. Where the context admits, ‘Our Website’ includes also your own website to the extent (if any) that by arrangement with us, and hosted by us, your website offers Your Content for sale upon these same (or substantially the same) Terms and Conditions.
(f) ‘Commercial Use’ means the full and unrestricted commercial licensing and usage of an item of Your Content in accordance with these Terms and Conditions for use in the Keep Things Local Service by clicking / selecting as appropriate in the relevant section of Our Website.
(g) ‘Editorial Use’ means the use of an item of Your Content in accordance with these Terms and Conditions and (by clicking / selecting as appropriate in the relevant section of Our Website) for editorial (e.g. news and current affairs reporting) purposes only via legitimate mass media to a large, anonymous audience.
(h) “Seller” means any person or entity who or which opens and maintains an account with us in connection with the uploading and supply to us of Content or on whose behalf acting as agent, wholesaler and/or retailer we offer for sale products and services.
(i) “Buyer’ means any third party to whom a Licence of Your Content is or is proposed to be granted by us on your behalf and/or to whom any Product or service offered via Our Website is supplied.
(j) ‘Term’ means the period commencing upon the date on which My Account with us is activated and continuing until the expiry of either one (1) month’™s notice of termination given by us to you or six (6) months’™ notice of termination given by you to us, subject and without prejudice to any rights of earlier termination contained in these Terms and Conditions.
(k) “Our Database(s)” means one or more digital libraries or catalogues of Content maintained and accessible via The Keep Things Local Service and/or Our Website.
(l) “Licence Fee” means a sum of money actually received by us from a Buyer in respect of the licensing by us on your behalf of Content, whether a single payment or a series of payments including but not limited to a royalty payment.
(m) “Gross Licence Fee” means the gross amount of the Licence Fee inclusive of Value Added Tax (VAT) or other sales taxes.
(n) ‘Net Licence Fee’ means the Gross Licence Fee exclusive of (i) Value Added Tax (VAT) or other sales taxes and duties, (ii) credit card transaction and electronic commerce processing fees, (iii) charges and/or commissions payable to or retainable by unaffiliated third parties in connection with transactions relating to Your Content, (iv) Buyer discounts and/ or credits, including without limitation on account of errors in billing or transmission, if any, (v) commissions, fees and/or shares of income retainable by proprietors, operators or controllers of third party websites authorised by us to effect delivery of Your Content and (vi) in the case of Your Content comprising music, where applicable, MCPS / PRS fees or the fees of other applicable collection societies.
(o) “Commission” means in each case forty per cent (40%) of the Net Licence Fee, which will be payable to and retainable by us in accordance with these Terms and Conditions.
(p) “Cleared Funds” means monies deposited in our bank account, which have been cleared by our bank and are available for payment by us out of that account without resort to any overdraft, borrowing or other facility.
(q) “Model Release” means a written document of release signed by or on behalf of any living person or the estate of a deceased person or (as the case may be) the representative of a minor whose likeness is incorporated in whole or in part in any Image.
(r) “Property Release” means a written document of release from the owner and/or occupier of any property whose permission is necessary or may be considered desirable in the case of an Image reproducing that property in whole or in part.
(s) “Release” means (where the context admits) a Model Release, a Property Release or any other release of a third party right including without limitation copyright, trade mark or any other intellectual property right, which is necessary or may be considered desirable to obtain in respect of any Content.
(t) ‘Exploitation Restriction’ means a restriction imposed upon you by law, contract, agreement, arrangement or otherwise limiting (whether in terms of time, territory, available media or otherwise) your right to exploit the applicable Content.
(u) Royalty Free (‘RF’) in the case of an Image means the Purchase for a single fee or fees of an Image allowing use in accordance with any Royalty Free licences Purchased for use within a single project or campaign. Royalty Free Images may be incorporated by a Buyer in any particular project or campaign (and altered, amended and edited by the Buyer) only during the period of three (3) years from date of Purchase but must then be re-Purchased by the Buyer if altered, amended or edited within an existing project or campaign after that three (3) year period. Royalty Free Images are not licensed for use on consumer merchandise of any kind, such as on T-shirts or other articles of clothing.
(v) ‘Rights Managed’ in the case of an Image means the Purchase of an Image by a Buyer for a single use only in accordance with specific terms agreed with the Buyer as to (for example, and without limitation) permitted media, territory and duration and subject to Reserved Rights (if any).
(w) ‘Exclusive Use’ in the case of an Image Purchased by a Buyer means our agreement (but only if specifically so stated in our acceptance of the Buyer’™s order, and then only for the period of time and/or territory agreed by us) to withdraw that Image from subsequent sale to third parties. Notwithstanding the normal definition of the word ‘exclusive’, we do not warrant, represent or guarantee that any such Image has not previously been sold or licensed to a third party or parties, or that such Image may not then be in current use by a third party or parties.
2. CREATING YOUR ACCOUNT
(a) In order to become a Seller, you must be at least eighteen (18) years of age and you must open an account (‘MyAccount’) with us via our online registration process (‘Register’), or by requesting that an account be opened for you via email, telephone, fax, letter or in person with an Keep Things Local representative. This will require you supply your name, address and bank account details (if applicable) to enable us to make payments to you. You may modify your Register details on-line and any new details supplied will apply from the time that such details appear in My Account. Only Sellers are entitled to upload Content and use certain of the Keep Things Local Service and Our Website. In any event, by using My Account you automatically accept these Terms and Conditions.
(b) You warrant and represent that all personal, contact and payment information that you supply to us is true, accurate and complete, and that you will notify us immediately if any of this information changes.
(c) If you open an account with us, you will be required to select a password. You will be solely responsible for all uses of your password, including, without limitation, any unauthorised use of your password by any third party. You must notify us immediately if you believe that the integrity and security of your password has been compromised in any way, and/or if you become aware any other breach or attempted breach of security of our website and/or of the Keep Things Local Service.
(d) The Register form comprises part of this Agreement.
3. GRANT OF RIGHTS
(a) By opening an account with us, subject as provided below you hereby grant to us the right and licence to grant on your behalf during the Term licences to Buyers via the Keep Things Local Service to use Your Content or any part(s) thereof by means of (as selected by you) Commercial Use and/or Editorial Use. You are solely responsible for the choice and assignment (an) appropriate category/ies and/or for ticking the appropriate boxes that indicate in each case the rights that you are granting and the categories in which you agree to the licensing and use of Your Content (including without limitation whether Royalty Free, Rights Managed and/or Exclusive Use) Buyers will be fully entitled to rely on those choices as selected by you. In respect of Your Content which comprises Images, our rights hereunder are non-exclusive (which then entitles you also to sell and distribute that Content in any other way you wish) unless otherwise agreed by us and you. In respect of all other types of Your Content, our rights, insofar as online provision and supply are concerned, are exclusive (this includes for that purpose Images which are ancillary to such Content and do not comprise the main Content themselves, such as (without limitation) associated artwork which relates to musical or audio or audio-visual Content).
(b) Subject as herein stated and to any limitations from time to time stated on Our Website, Content may be supplied to us by uploading the same to Our Website, by entry through Web forms, or by sending the same to us in physical formats (such as CD or DVD masters) or via Multimedia Messaging Service (‘MMS’), PDA, mobile devices and other such technology. We shall have no responsibility or liability for any failure on our part to receive Content that is sent to us in physical formats, by whatever means, or for Content that is sent to us electronically or digitally but fails for whatever reason to reach us in good and usable form. We shall be no obligation to return any disc or other physical media by which you submit Content to us.
(c) You must at all times keep us fully informed of all Exploitation Restrictions affecting Your Content or any of it, including by clicking and entering and/or editing text where appropriate in the applicable field(s) on Our Website
(d) Acceptance of any Content by us will be at our sole and absolute discretion and we shall be entitled without having to give any reason to reject or delete any Content. If we consider that the provision, marketing, sale, exploitation or use of any of Your Content does, will or might breach or contravene this Agreement or any of these Terms and Conditions or any law, regulation or ruling, and/or does, will or might infringe the copyright, trademark, rights of privacy or other proprietary or intellectual property rights of any third party or be obscene, defamatory or illegal, or otherwise fail to meet the standards of the Keep Things Local Service, or is notsufficiently marketable or is unsuitable for any other reason then we may discontinue the provision and supply of that particular Content and (if applicable) cancel any third party order for such Content without any liability to you or to any third party, whether financial or otherwise.
(e) We shall have the right during the Term to rename and/or to encode any files and data / metadata comprising Your Content and to remove references to any third parties including without limitation references to third party websites, services, goods, products and businesses.
(f) We shall have the right to link Our Website and Your Content to social networking sites, such as MySpace, Facebook and similar sites (whether or not now in existence). Subject as provided in Clause 11(b) below, you agree to abide by and to comply with the terms and conditions of those sites.
(g) To facilitate the linking and proliferation of Your Content, we shall have the right to include Your Content to the extent that the same comprises Images (whether as the primary Content or ancillary to other primary Content (for example, and without limitation audio or musical Content) in RSS feeds, mobile devices, MMS, posters, flyers, social bookmarking services and other media.
We are granted the following rights by you:
(a) to transfer all Your Content as contributed by you to one or more of Our Databases and to store Your Content in Our Databases;
(b) on your behalf to license Your Content to Buyers for such licence fees as we may from time to time determine. The Fees and Licensingsection of Our Website provides a guide and a rough (non-binding) estimate for illustration purposes only of possible licensing fees for different uses, which may be changed by us from time to time by notice posted on Our Website;
(c) to deduct and retain our Commission and to remit the balance of Net Licence Fees represented by Cleared Funds to you in accordance with the method of transfer specified at Register [and shown on the My Account page]. This may include payment by cheque, direct bank transfer or other means.
(d) from time to time, we may license Your Content in bulk and/or on a subscription basis and/or at specially negotiated and reduced rates. Payments to you in respect of such licensing will be calculated on a pro rata basis having regard to the total amount of Your Content as a proportion of the total Content accessed by the relevant licensee. By way of example only, if we license for a single licence fee fifty (50) downloads of items of Content to a Buyer of which ten (10) are items of Your Content, you will be entitled to 10/50 x sixty per cent (60%) of the total net fee paid by that Buyer for bulk licence.
(e) to use all Your Content without charge and without the need for prior consent in any and all media and formats, including without limitation in print and other offline or online media, in or for the promotion and marketing of Content, Our Website and/or the Keep Things Local Service. Unless you notify us of your election to opt out of this specific use, we may also use Your Content without charge to help promote registered charities and other good causes. Where Content is used to promote us, Our Website and/or the Keep Things Local Service we shall endeavour to include a credit for you where commercially reasonable and customary to do so, but we shall not be liable for any failure for whatever reason to procure such a credit.
(f) to offer discounts or special promotions to Buyers to induce them to become Sellers and/or to purchase Content, without having to seek your prior consent.
(g) subject to the regulations of any applicable industry collection societies, to stream and/or broadcast Your Content on to any internet television mobile or other channels and services owned and/or operated by us or by any parent, associated, affiliated or subsidiary company of ours free of charge. You hereby grant us a royalty-free, worldwide, non-exclusive licence for that purpose.
(h) in the event no payment is due or received for any contributions or content provided by you then no payment will be due to you.
5. YOUR GENERAL RESPONSIBILITIES AND OBLIGATIONS
(a) You are bound by and must comply with all of these Terms and Conditions and this Agreement and all applicable laws and regulations whenever you use the Keep Things Local Service, whether you become a Seller or just visit Our Website to browse and/or use any free services.
(b) All Content must comply with all of our technical specifications as to quality, content and other criteria as set out on Our Website at the time of its submission. The default upload format may vary but you will ensure the highest quality images are available should they be required. We reserve the right to delete any Content that fails to comply with any of those specifications and criteria, without compensation.
(c) You will not use the Keep Things Local Service to post, create, market or sell any Content that either (i) infringes the rights of any third party, including, without limitation, any copyright, trademark, patent or right of privacy or (ii) is defamatory or (iii) contains explicitly sexual content (including nudity), or (iv) offends any ethnic, racial, gender, religious or other group through use of language, images or otherwise, or (v) harasses, threatens or abuses others, or (vi) exploits minors, or (vii) encourages or promotes the use of drugs or (viii) is otherwise offensive or in bad taste.
(d) You will not directly or indirectly (i) seek to interfere with the Keep Things Local Service by employing any virus or other program or technology to disrupt or damage any software or hardware, or (ii) modify, create derivative works from, reverse engineer, decompile or disassemble any technology used to provide the Chiswick- Village Service, (iii) employ a robot, spider or any other device or process to monitor the activity on or copy pages from Our Website,(iv) collect information (including without limitation electronic mail addresses) from third parties by using the Keep Things Local Service or (v) prejudice or interfere with any third party’s ability to use the Keep Things Local Service.
(e) Any breach or attempted breach by you of this Clause 5 will automatically terminate your status as a Seller and your right to use the Keep Things Local Service, without prejudice to our other rights.
(f) Subject to applicable data protection legislation (including without limitation The Data Protection Act 1998 as the same may be modified, altered or re-enacted), we may from time to time at our discretion provide you with information relating to Buyers who buy Your Content. This information may include the names and addresses of such Buyers. You may use this information only for your own internal purposes and in no circumstances may you share or sell any of this information to any third party nor use it to market or advertise any goods, products or services, including (without limitation) Your Content.
(g) You accept that we are under no duty or obligation to investigate or check the integrity or status or the financial or other position of any Buyer expressing an interest in licensing Your Content. In the event of any breach or alleged breach of any licence by a Buyer and/ or any other infringement or alleged infringement of any intellectual property or other rights in any of Your Content, you will be solely responsible for taking action against the Buyer and/or any other third party/ies, and our sole obligation will be (subject to any restrictions imposed by data protection legislation) to supply you with such information as we may possess in relation to that Buyer or third party and, at your sole expense, to provide a written statement evidencing the terms of the contract entered into. You agree to indemnify us fully from and against all costs, expenses, claims, demands, losses and liabilities (including legal fees on an indemnitybasis) suffered or incurred by us as a result of or in relation to any such action.
6. PAYMENT AND ACCOUNTING
(a) Within thirty (30) days of the end of each calendar quarter we shall provide you online (or at our election via email) a statement showing the transactions in relation to Your Content during that preceding quarter. Statements will be in pounds sterling and will specify (i) details of the licences granted, (ii) the Licence Fees received during that quarter, (iii) the Commission due to us, (iv) the share due to you after the deduction of any debit balance on your account and (v) the date for and the amount of the relevant payment due to you.
(b) Payment for each quarter which sums are due to you will be paid within fourteen (14) days after delivery to you of the applicable online statement.
(c) The exchange rate for any monies received by us other than in pounds sterling will be the rate in effect on the date on which we issue statements. If payment is made to you other than in pounds sterling, the exchange rate will be that prevailing on the date that we make payment to you.
(d) We may recover any sum incorrectly credited to your account and/or any amounts due from you to us for any reason and/ or any costs and charges incurred by us but properly payable by you such as (without limitation) any charges from your bank recharged to our payment provider, and any and all other amounts due from you to us, including without limitation a reasonable calculation ad/or estimate of your liability under any indemnity provisions these Terms and Conditions, by debiting your account with us accordingly.
(e) If you are registered for Value Added Tax (VAT) in the United Kingdom, you must at Register make and complete a declaration to that effect. If you are VAT registered, we shall issue self- billing invoices to you in accordance with our self-billing VAT scheme for all taxable supplies (as defined by HM Customs & Excise) made by us to you. Such invoices will include your name, address and VAT number, together with any other relevant details. We shall then add VAT to the amounts payable to you at the prevailing rate of VAT from time to time. If it is subsequently found that you were not VAT registered or failed to provide up to date and accurate details of your VAT status, then you will immediately on demand repay to us any VAT incorrectly paid by us, together with any interest and penalties incurred by us, failing which (without prejudice to our other rights) we may debit any such overpayment to your account. You must immediately notify us of any change in your VAT registered status.
(f) You may at any time during the Term or within twelve (12) months thereafter by prior appointment following not less than twenty eight (28) days’™ prior written notice to us appoint a duly qualified accountant or professional auditor to inspect those of our books and records of account at our principal place of business in the United Kingdom or (at our election) at the offices of our auditors as may be necessary to enable you to verify the accuracy of our accounting. Such inspection will be made at your sole expense provided however that if an acknowledged underpayment to you of ten per cent (10%) or more of the total sum properly payable to you for the entire audited period or two thousand five hundred pounds (?2,500) (whichever is greater) is found in the said books and records the reasonable and proper professional expenses of such inspection will be reimbursed by us excluding travel accommodation and subsistence expenses in any event. All acknowledged underpayments to you will be made good by us upon settlement of the audit claim.
7. WARRANTIES AND REPRESENTATIONS
You hereby warrant, represent and undertake to us as follows:
(a) that subject only to any Exploitation Restrictions notified to us as provided above you are the sole owner and controller of the copyright and all other rights in and to all items of Your Content; without limiting the generality of the foregoing at the time of supply to us of each item of Your Content you will have (where applicable, and as the case may be) (i) in the case of Content comprising Images all necessary signed and valid Model Releases and Property Releases, (ii) in the case of Content comprising sound and/ or visual recordings and/or music, signed and valid licences, clearances and permissions from all artists, musicians, vocalists, performers, producers, engineers, songwriters, publishers and other participants in or contributors to such sound and/or visual recordings and/or music and/or all other third parties having any interest therein such as (without limitation) unions and collective bargaining organisations and (iii) in the case of all other Content signed and valid licences, Releases, clearances and permissions from all contributors, participants and other third parties having any interest therein;
(b) that at our request you will supply us with the original or a properly certified copy of each Model Release, Property Release, other Release, licence, clearance and permission;
(c) that subject only to any Exploitation Restrictions notified by you to us as provided above there is and will be no restriction, obstacle or impediment against our ability and entitlement to license all of Your Content without restriction in any and all media, channels and forms of use whether now known or unknown;
(d) that without limiting the generality of the foregoing, other party’™s permission is required for you to enter into and perform this Agreement or for us to supply the Keep Things Local Service, and that you are fully and lawfully entitled to supply all Your Content to us free from any claims by third parties;
(e) that all information that you provide to us by any means will be true, complete and accurate;
(f) that all information that you provide for display with any Content, including without limitation captions, key words and descriptions does not and will not include information that does not relate directly to the applicable Content, such as (without limitation) rights management information, contact details, web addresses and Uniform Resource Locators (URLs);
(g) that you will comply fully with all these Terms and Conditions, and will abide by all restrictions contained in this Agreement;
(h) that you will not provide us with any Content the supply of which would conflict with any contract, agreement or arrangement that you have entered into with any third party, such as (without limitation) agencies;
(i) that you hereby agree to indemnify save and hold us and our licensees and assigns harmless from any and all damages liabilities costs losses and expenses (including legal costs on a full indemnity basis) arising out of or connected with any claim demand or action which is inconsistent with any of the warranties representations or agreements made by you in this Agreement. You will reimburse us on demand for any payment made by us at any time with respect to any damage liability cost loss or expense to which the foregoing indemnity applies. Pending the determination of any claim demand or action, and without prejudice to our other rights, we may withhold payment of any monies otherwise payable to you hereunder in an amount commensurate with our potential liability thereunder (including legal costs) until such time as such claim demand or action has finally been resolved determined and paid and we have been reimbursed with all out-of- pocket expenditure incurred by us in relation to such claim demand or action.
We usually request Buyers who license Content from us for Editorial Use and/or Commercial Use to provide a credit for you and for us. You recognise however that the provision of credits is not always practicable, and therefore we are unable to guarantee the inclusion of any credit in any particular instance. Accordingly we shall not be liable if any of Your Content is utilised without any such credit being given.
9. FAILURE OF SERVICE, LOSS OF CONTENT
Whilst we shall take reasonable steps to minimise the risk of such events happening, you acknowledge the inherent possibility in server provision of so-called ‘˜downtime’™, ‘˜hacking’™, lost transmissions and lost data occurring. You therefore specifically recognise, accept and agree that we shall not be liable for the loss of, damage to or deterioration of any Content or data, nor for any interruption or failure of the Keep Things Local Service or Our Website resulting in any loss of income or opportunity or any other consequential loss whatsoever. You are solely responsible for maintaining original and digital back-up copies of all Content that you supply to us at any time, and you agree at our request at any time to supply replacement digital copies if needed.
(a) You will be entitled to terminate the Term:
(i) by not less than six (6) months’™ prior written notice to us to expire on the last day of the relevant month;
(ii) by notice in writing to us if we remain in material breach of any of our obligations under this Agreement for longer than thirty (30) days after receiving written notice from you requiring us to remedy such breach; for the avoidance of doubt, so long as we render an accounting statement no alleged inaccuracy in any such statement will give rise to termination under this sub-clause;
(iii) by notice in writing to us if we enter into insolvent liquidation or cease permanently to carry on the provision of the Keep Things Local Service;
(iv) by notice in writing to us within thirty (30) days after we post on Our Website notice of any material change(s) to these Terms and Conditions.
(b) We shall be entitled to terminate the Term by not less than one (1) month’™s prior written notice to you to expire on the last day of the relevant month
(c) Without prejudice to our other rights of termination contained herein, we shall be entitled to terminate the Term immediately by written notice to you if:
(i) you remain in material breach of this Agreement for more than thirty (30) days after receiving written notice from us requiring you to remedy such breach;
(ii) if we discontinue provision of the Keep Things Local Service.
(d) Following termination of the Term for whatever reason, we shall cease licensing Your Content (without prejudice to any licences granted before such termination), we shall continue to account to you in respect of licences granted before termination and we shall delete Your Content from our database when we are no longer under a contractual obligation to supply the same to any Buyer in respect of orders received prior to termination.
(e) Following termination of the Term you will not enter into any contract, agreement, arrangement or disposal which conflicts in any way with any licence of Your Content granted by us during the Term.
11. LIMITATION OF LIABILITY
(a) Whilst we endeavour to ensure that all information on Our Website is up to date and as accurate as possible, to the fullest extent permissible by law we hereby exclude all express and implied warranties including without limitation those as to merchantability, fitness for particular purpose and satisfactory quality. We do not warrant that the Keep Things Local Service will meet your requirements or will operate in the configuration or with the hardware or software that you use.
(b) Any links that we provide to other websites are given on the strict understanding that we do not control those third party sites and so we cannot be responsible for their content or for any consequent loss suffered by you. You hereby waive any and all claims against us in respect of any matters arising from any such links.
(c) To the fullest extent permitted by law, and except as otherwise specifically published on Our Website or as required by lawwe shall not be liable to you as a result of any representation (unless fraudulent) or any implied warranty, condition or other term, or any duty at common law, or under any of the specific Terms and Conditions of this Agreement for any loss of profit or for any indirect, special or consequential loss or for any damage, cost, expense or other liability howsoever caused (including by our negligence or that of our officers, servants, agents or otherwise) under or in connection with this Agreement. The foregoing will not preclude any liability or claim for death or bodily injury, nor any claim arising from our wilful default or as a result of gross negligence on our part or on the part of any of our officers servants or agents.
(d) Subject as above, any claim against us must be commenced within twelve (12) months from the date of the alleged breach or negligence and our total liability in respect of any such claim will not exceed the total Commission received by us in respect of Your Content during the twelve (12) month period immediately preceding the alleged breach or negligence.
(e) Each provision of this Clause 11 is a separate limitation. If for any reason any such provision is held to be unreasonable and/or unenforceable then insofar as possible the remainder of this Clause will continue in full force and effect. In any event this Clause 11 will survive the termination of the Term of this Agreement.
12. INTELLECTUAL PROPERTY RIGHTS
(a) We shall solely and exclusively own all intellectual property rights and all other rights, title and interest in and to the Keep Things Local Service and Our Website and you will not acquire any right, title or interest therein, whether under this Agreement, by operation of law or otherwise. In the event that, whether by operation of law or otherwise, you might otherwise acquire any such rights you hereby grant and assign the same to us throughout the world and without charge absolutely.
(b) Subject to our rights under this Agreement, you will retain the underlying ownership of all rights in and to Your Content.
13. MISCELLANEOUS / GENERAL
(a) Neither party will be liable for any delay or failure to perform its respective obligations hereunder arising out of causes beyond their respective control including hut not limited to acts of God, terrorism, acts of civil or military authority, labour disputes including without limitation strikes, fires, riots, war and acts of war, embargoes, acts of government or other civil or military authority, floods, epidemic, quarantine restrictions, unusually severe weather, delays in transportation, shortage or absence of power, fuel, raw materials, labour, tools, equipment or manufacturing facilities.
(b) Nothing herein will have the effect of constituting or will be deemed to give rise to the relationship of a partnership or joint venture between us and you.
(c) The headings used in this Agreement are for convenience and ease of reference only and are not to be considered or relied upon in interpreting or applying the provisions of this Agreement.
(d) All notices hereunder must be in writing and served by first class prepaid recorded delivery or registered post to the respective addresses of the parties shown at the head of this Agreement or subsequently communicated by either party to the other by notice given in conformity with this Clause, or by email to the last known email address of the party to be served. The date of service will be the second business day after such despatch. Wemay also serve notice on you by a display to that effect on Our Website in a reasonably prominent position to which your attention (and that of otherSellers) is drawn.
(e) A waiver by either party of any provision of this Agreement in any instance will not be deemed or construed as a waiver of such provision for the future or any subsequent breach thereof. All remedies rights undertakings obligations and agreements contained in this Agreement are cumulative and none of them will be in limitation of any other remedy right undertaking obligation or agreement of either party.
(f) This Agreement is subject to the laws of England and Wales and to the jurisdiction of the Courts of England. In the event that any p