Site Usage Terms
AttentionPlease read this agreement ("Agreement") carefully before using our website. This Agreement applies to you, and if you are using this web site on your employers behalf, to you and your employer. Using this website indicates that you accept this Agreement. If you do not wish to be bound by this Agreement do not use this site or download any images. Theimagefile reserves the right to alter this Agreement from time to time at its sole discretion, and your use of the site will be subject to the most current version posted on the site at the time of your use.
Disclaimer
THIS WEBSITE AND ITS CONTENT ARE PROVIDED "AS IS" AND THEIMAGEFILE.COM LTD ("THEIMAGEFILE") MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, ABOUT ANY IMAGES OR THE WEBSITE INCLUDING, WITHOUT LIMITATION, WARRANTIES OF QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, AND ALL SUCH IMPLIED TERMS ARE EXCLUDED TO THE FULLEST EXTENT PERMISSABLE UNDER APPLICABLE LAW. THEIMAGEFILE WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF THIS SITE OR USING OR DOWNLOADING ANY CONTENT, INCLUDING, BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE AND CONSEQUENTIAL DAMAGES. THEIMAGEFILE IS UNABLE TO MAKE REPRESENTATIONS OR WARRANTIES AS TO THE FUNCTIONALITY OF THIS WEBSITE. YOU ACKNOWLEDGE THAT YOUR USE OF THIS WEBSITE IS AT YOUR OWN RISK.
NOTWITHSTANDING THE ABOVE, IN THE EVENT THAT THEIMAGEFILE ARE FOUND LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OUR TOTAL AGGREGATE LIABILITY IN ANY CALENDAR YEAR SHALL BE LIMITED TO THE TOTAL CHARGES (INCLUDING ANY FEES) PAID BY YOU TO US IN THAT CALENDAR YEAR. NOTHING IN THIS AGREEMENT SHALL OPERATE TO RESTRICT OR EXCLUDE A PARTY'S LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY ITS NEGLIGENCE OR FOR FRAUD.
WHERE WE AGREE TO SUPPLY GOODS AND/OR SERVICES TO YOU WE AGREE TO DO SO ON A "REASONABLE ENDEAVOURS" BASIS ONLY.
Website Ownership
This website is owned and operated by Theimagefile.com Ltd (Theimagefile). All of the content featured or displayed on this website, including, but not limited to, the design, photographs, graphics, images, moving images, sound, illustrations and software ("Content"), is (as between the parties) owned by Theimagefile, its licensors and its content providers.
Intellectual Property Protection
All elements of Theimagefile website, including, but not limited to, the general design and the Content, are protected by copyright, moral rights, database rights, trademark and other laws relating to intellectual property. Except as explicitly permitted under this Agreement, no portion or element of this website or its Content may be copied, made available to the public, re-used, distributed, or retransmitted via any means. This website, its Content and all related rights shall remain the exclusive property of Theimagefile or its licensors and content providers unless otherwise expressly agreed in writing.
Indemnification for Breach
You agree to indemnify Theimagefile, its subsidiaries, its affiliates, its content providers and licensors against any losses, expenses, costs or damages howsoever incurred by any or all of them as a result of your breach of this Agreement or your unauthorised use of the Content and related rights.
Use of this website and any Content
Images, other than watermarked images, may only be used once you have paid the relevant fee (plus any applicable VAT) and any use is subject to this Agreement and the licence terms specified on our invoice, which by ordering images you are deemed to accept. An explanation of the licence rights granted by us to you (Rights) is set out below. Watermarked images may only be used for internal evaluation and testing. Theimagefile does not grant you any licence to use watermarked images in any final materials, including electronic or online systems, distributed either internally or externally by yourself or your company.
Rights
The following definitions and additional terms shall apply to any licence granted (although in the event of any inconsistency the terms of the invoice shall govern). The rights are granted to you by Theimagefile on a non-exclusive basis and are personal to you ("the User") and may not be sub-licensed or assigned.
Royalty Free (RF) Licence
The User may use the image without further payment for any lawful purpose for an indefinite period. Use includes reproduction, making the image available on the Internet and any other commercial or non-commercial use worldwide.
Rights Managed (RM)
This is where a licence is granted for a specified purpose, territory and duration as specified on our invoice to you. For example this may be in respect of the following:
* Editorial use - for reproduction in specified publications or media
Montage
The User may only use the image to create or to assist in the creation of a new image different from the original image ("Montage"). For example, the User takes part of the image and uses this in another work.
Model and Property Releases/clearances
The rights granted to you with an image by Theimagefile do not include a license, consent or release in respect of any persons, places, property or subject matter depicted in an image. You must satisfy yourself that all necessary rights, consents or permissions as may be required for your use of the image have been secured. If necessary you should contact the image-creator to seek any consent required.
Charges/Fees
You agree to pay all charges and/or fees ("Charges") as specified in the 'My Monthly Bill' Link found in the finance section on your control panel.
All Charges are payable in advance.
All Charges are exclusive of Value Added Tax, which you agree to pay in addition, where applicable.
You authorise us to charge to your chosen account or credit card for all Charges as specified either in our invoice to you or, if you have one, in the 'My Monthly Bill' Link found in the finance section on your control panel.
Security
In order to access the website and any content you will be issued with a set of unique passwords and user names. You are responsible for the security and proper use of all such passwords and must take all necessary steps to ensure that all passwords are kept confidential, secure and are used properly.
You must inform us immediately if you have any reason to believe that any password or user name has become known to someone not authorised to use it or if any password or user name is being or is likely to be used in an unauthorised way.
If we have reason to believe that there is likely to be a breach of security or misuse of the website:
a) we may change your password or user name and notify you accordingly; and/or
b) suspend your user name and password access to the website.
If you forget your password a new one can be requested from the system and this will be emailed to your registered email address.
You agree to notify us immediately of any changes to the information you give to us during your registration process including any changes to your account details.
You confirm and warrant that all the information supplied by you when you register or which is subsequently supplied to us is true, complete and accurate in all respects.
Use of the Website
The website and any content may not be accessed or used more than once by any given user at any given time.
You must not use the website or any content:
a) fraudulently or in connection with a criminal offence;
b) to send, knowingly receive, upload, download, use or re-use any material which is offensive, abusive, indecent, defamatory, obscene or menacing, or in breach of copyright, confidence, privacy or any other rights;
c) to cause annoyance, inconvenience or needless anxiety;
d) in an unlawful manner, in contravention of any applicable legislation or licence as may be amended by us from time to time and which you are strongly advised to read; or
e) in any way that does not comply with any instructions that we have given to you.
If anyone other than you uses the website and any content with or without your knowledge or approval in contravention of any of the provisions of this Agreement we can treat such contravention as a breach by you of this Agreement.
You must tell us immediately if any third party makes or threatens to make any claim or issue legal proceedings against you relating to your use of the website or any content and you will, at our request, immediately stop the act or acts complained of. If we ask you to, you must confirm the details of the claim(s) in writing.
You must ensure that your contact details e.g. email address are included in a clear and legible form on all messages sent to the website, for receipt of any enquiries or complaints. We reserve the right to disclose to any person with an enquiry or complaint your contact details if such person cannot readily locate these details.
Cancellation/Returns
1. Cancellation/Returns: Where we supply goods (including images) to you and these are not of satisfactory quality you have the right to return them to us at your cost within 30 days of receipt and we will at your request either provide replacement goods of satisfactory quality or provide a refund. Where goods are returned any licence granted in respect of the goods shall automatically terminate (subject to the payment of our Charges for any use (if any) made of the goods). Where the image-creator has agreed to supply goods or services to you directly we have no liability or responsibility in respect of this - this is a matter between you and the image-creator.
2. Details of your cancellation right, and an explanation of how to exercise it, are provided in the dispatch confirmation
3. THIS PROVISION DOES NOT AFFECT YOUR STATUTORY RIGHTS.
Termination
Any licence lasts for the duration specified on the invoice. This Agreement and any licence may be terminated earlier by Theimagefile as follows:
a) You commit a material breach of this Agreement (which includes a breach of any licence) which cannot be remedied or which (if remediable) is not remedied within 15 days of a written request by us to remedy the same.
b) You fail to pay any Charges when due.
c) you fail to pay your debts when they fall due, or are declared insolvent, or bankrupt, or convene a meeting of or makes or proposes to make any arrangement or composition with your creditors; or a liquidator, receiver, administrator, administrative receiver, manager, trustee, trustee in bankruptcy or similar officer is appointed over any of your assets.
d) The bandwidth used for traffic to and from the web site is exceeded beyond Theimagefile's considered acceptable use and is deemed by Theimagefile to affect the performance of other clients' business websites. Without prejudice to any other remedies it may have under these Terms and Conditions or in law, Theimagefile, in the event that the acceptable bandwidth is exceeded, may elect to charge you for any excess usage.
Termination or expiry of this Agreement (or any licence) shall be without prejudice to the accrued rights and obligations of the parties. Upon any termination or expiry of this Agreement (howsoever caused) you will immediately cease all use of any images and any other content, and you will destroy all copies of any images or other content in your possession, custody or control or (where we so direct) return all such copies to us at your cost and expense.
Privacy
While you will be asked to provide certain information about yourself in connection with licensing reproduction rights to theimagefile images, we will only use this information in granting licenses to you, fulfilling our obligations to you, and in the administration of our website, to inform the content provider/image-creator that has licensed you the image, and for the purposes of protecting our intellectual property or facilitating the protection of the intellectual property of our licensors or any content providers. By registering with us you agree that we may also send you by email or otherwise information about new products, services or other promotions from us or our affiliates or partners which may be of interest to you. If you do not wish to receive this information, please amend your account profile or contact us at email@theimagefile.com. Theimagefile.com Ltd is the data controller and is registered under the Data Protection Act 1998 - please contact howard@theimagefile.com if you have any data protection queries.
IP Addresses and Cookies
We may collect information about your computer, including where available your IP address, operating system and browser type, for system administration.
For the same reason, we may obtain information about your general internet usage by using a cookie file which is stored on the hard drive of your computer. Cookies contain information that is transferred to your computer's hard drive. They help us to improve our site and to deliver a better and more personalised service. They enable us:
* To estimate our audience size and usage pattern.
* To store information about your preferences, and so allow us to customise our site according to your individual interests.
* To speed up your searches.
* To recognise you when you return to our site.
You may refuse to accept cookies by activating the setting on your browser which allows you to refuse the setting of cookies. However, if you select this setting you may be unable to access certain parts of our site. Unless you have adjusted your browser setting so that it will refuse cookies, our system will issue cookies when you log on to our site.
Where We Store Your Personal Data
The data that we collect from you may be transferred to, and stored at, a destination outside the European Economic Area ("EEA"). It may also be processed by staff operating outside the EEA who work for us or for one of our suppliers. Such staff maybe engaged in, among other things, the fulfilment of your order, the processing of your payment details and the provision of support services. By submitting your personal data, you agree to this transfer, storing or processing. We will take all steps reasonably necessary to ensure that your data is treated securely and in accordance with this privacy policy.
Trademarks
You acknowledge that Theimagefile is a registered trademark of Theimagefile.com Ltd and that all rights in the mark are vested in the registered proprietor. No use of this trademark may be made by you without our prior written consent.
Force Majeure
We are not liable to you for any failure to perform our obligations due to any event outside our reasonable control including without limitation postal or courier delays, failure of third party communications, or lack of availability of supplies or utilities.
Governing Law and Jurisdiction
This Agreement shall be governed by the laws of England without giving effect to any principles of conflicts of law. Any claim or proceeding arising under or otherwise concerning this Agreement (other than claims relating to intellectual property, which may be commenced by us in any jurisdiction) shall exclusively be brought in England and you consent to personal jurisdiction. Should any clause of these Terms be found unenforceable, wherever possible this will not affect any other clause and each will remain in full force and effect.