Royalty-Free Image Licence Agreement This is a legal agreement ( Agreement ) between Meshroom Limited ( Meshroom ) and you for the purchase of the right to use images found in our image library. Meshroom is a limited company whose registered address is 155A West Green Road, London, N15 5EA and whose company number is 05040381. Meshroom s email address is: info@meshroom.com Last updated: December 2013. 1. Definitions In this Agreement the following definitions apply: 1.1 "Licensed Material" means any image which is licensed to the Licensee by Meshroom under the terms of this Agreement. Any reference in this Agreement to the Licensed Material shall be to each individual item within the Licensed Material and also to the Licensed Material as a whole. 1.2 "Licensee" means the entity purchasing a licence hereunder. 1.3 "New Work" means an end product or service that has been created by or on behalf of the Licensee using independent skill and effort and that incorporates a Reproduction of the Licensed Material as well as other material. 1.4 "Reproduction" and "Reproduce" mean any form of copying or publication of the whole or a part of any Licensed Material, via any medium and by whatever means, the distortion, alteration, cropping or manipulation of the whole or any part of the Licensed Material, and the creation of any derivative work from, or that incorporates, the Licensed Material. 1.5 "User" means any employee or subcontractor of the Licensee who: (i) downloads, manipulates, edits, modifies or saves the digital file containing the Licensed Material; (ii) is otherwise directly involved in the creative process utilising the Licensed Material; or (iii) incorporates the Licensed Material within any derivative work. 2. Grant of Rights 2.1 Subject to the terms of this Agreement: 2.1.1 Meshroom grants to the Licensee a perpetual, non-exclusive, non-transferable, nonsublicensable, worldwide right to Reproduce the Licensed Material an unlimited number of times in any and all media for all purposes other than those uses prohibited under Section 4 of this Agreement. 2.1.2 The Licensee may have the Licensed Material Reproduced by subcontractors of The Licensee for preparation of the New Work, provided that such subcontractors agree to abide by the provisions of this Agreement. 3. Charges And Payment 3.1 The price of the Licensed Material will be as quoted on Meshroom s website (www.meshroom.com) ( Meshroom s Site ) from time to time, except in cases of obvious error. 3.2 Image prices include VAT. 3.3 Meshroom s site contains a large number of images and it is always possible that, despite our best efforts, some of the images listed on Meshroom s site may be incorrectly priced. 3.4 We are under no obligation to provide the Licensed Material to you at the incorrect price. 4. Restrictions 4.1 The Licensee may not: 4.1.1 make the Licensed Material available in a manner intended to allow or invite a third party to download, extract, redistribute or access the Licensed Material as a standalone file separate from the New Work. 4.1.2 to the extent that source code is contained within the Licensed Material, reverse engineer, decompile, or disassemble any part of such source code; 4.1.3 remove any notice of copyright, trade mark or other proprietary right from any place where it is on or embedded in the Licensed Material;
4.1.4 sublicense, re-sell, rent, lend, assign, gift or otherwise transfer or distribute the Licensed Material or the rights granted under this Agreement. 4.1.5 include the Licensed Material in an electronic template intended to be Reproduced by third parties on electronic or printed products; or 4.1.6 use or display the Licensed Material in such a way that allows a third party to customise a product featuring the Licensed Material on a made-to-order basis, including, without limitation, postcards, mugs, t-shirts, calendars, posters, screensavers or wallpapers on mobile telephones or similar items. 4.1.7 falsely represent, expressly or impliedly, that the Licensee is the original creator of a visual work that derives a substantial part of its artistic components from the Licensed Material. 4.2 Licensed Material shall not be incorporated into a logo, corporate ID, trade mark or service mark, without obtaining the prior written consent of Meshroom. 4.3 If any Licensed Material featuring a person or property is used in connection with a subject that would be unflattering or unduly controversial to a reasonable person, the Licensee must accompany each such use with a statement that indicates that: 4.3.1 the Licensed Material is being used for illustrative purposes only; and 4.3.2 any person depicted in the Licensed Material, if any, is a model. 4.4 Pornographic, defamatory or otherwise unlawful use of Licensed Material is strictly prohibited, whether directly or in context or juxtaposition with other material or subject matter. 4.5 The Licensee shall comply with any applicable regulations and/or industry codes when using the Licensed Material. 4.6 While efforts have been made to correctly caption the subject matter of, and to provide other information (including metadata) related to, the Licensed Material, Meshroom does not warrant the accuracy of such information. If the New Work is Reproduced on a website, the Licensee shall post terms and conditions on the website that prohibit downloading, republication, retransmission, reproduction or other use of the Licensed Material as a stand-alone file. 4.7 If the Licensed Material is Reproduced on a social media platform or other third party website which seeks to exploit rights to the Licensed Material contrary to the terms of this Agreement: 4.7.1 the rights granted herein shall automatically be revoked; and 4.7.2 the Licensee shall remove any Licensed Material from such platform or website. 5. Intellectual Property 5.1 No ownership or copyright in any Licensed Material shall be assigned to the Licensee by this Agreement. Except as expressly stated in this Agreement, Meshroom grants the Licensee no right or license, express or implied, to the Licensed Material. 5.2 In connection with the use of "Meshroom" or any other of Meshroom's or its partners' trade names, trade marks, logos or service marks, including the names of all Licensed Material collections ("Marks"), the Licensee acknowledges and agrees that: 5.2.1 such Marks are and shall remain the sole property of Meshroom or its partners; 5.2.2 except as expressly required in order to satisfy the credit obligations under this Agreement, nothing shall confer upon the Licensee any right of use in or to the Marks; and the Licensee shall not now or in the future contest the validity of Meshroom's Marks. 5.3 If Meshroom s Site specifies that a credit must be stated whenever the image is used then the Licensee must use the credit as directed on the Meshroom s Site. If the Licensee omits the credit, an additional fee in an amount up to one hundred percent (100%) of the Licence Fee may be payable by the Licensee, at Meshroom's sole discretion. The foregoing fee shall be in addition to any other rights or remedies that Meshroom may have at law or in equity. 5.4 If Licensed Material is used in an audio/visual production where credits are accorded to other providers of licensed material, then the Licensee must state such credit as set out on the Meshroom Site. The credit shall, where technically feasible, be of equal size and comparable placement to such other credit. 5.5 The Licensee will immediately notify Meshroom if it becomes aware or has reason to believe that any third party is using the Licensed Material, in whole or in part, in any way which violates any of Meshroom's intellectual property rights or is otherwise illegal.
6. Warranty and Limitation of Liability. 6.1 Meshroom warrants that: 6.1.1 the Licensed Material will be free from defects for thirty (30) days from delivery (the Licensee's sole and exclusive remedy for a breach of this warranty being the replacement of the Licensed Material); 6.1.2 it has all necessary rights and authority to enter into and perform this Agreement; 6.1.3 the Licensee's use of the Licensed Material in accordance with this Agreement and in the form delivered by Meshroom will not infringe on any copyright, moral right, trade mark or other intellectual property right and will not violate any right of privacy or right of publicity; and 6.1.4 all necessary releases for use of the Licensed Material authorised under this Agreement have been obtained. 6.2 To the fullest extent allowed by law, Meshroom does not make any other warranties, express or implied, regarding the licensed material including, without limitation, any implied warranties of merchantability or fitness for a particular purpose. Meshroom shall not be liable to the licensee or any other person or entity for any punitive, special, indirect, consequential, incidental or other similar damages, costs or losses arising out of this agreement, even if Meshroom has been advised of the possibility of such damages, costs or losses. 6.3 Meshroom shall not be liable for any damages, costs or losses arising out of or as a result of modifications made to the licensed material by the licensee or the context in which licensed material is used in a the New Work. 7. Indemnification 7.1 The Licensee shall indemnify Meshroom against all liabilities, costs, expenses, damages or losses (including any direct or indirect consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) (each a Claim ) suffered or incurred by Meshroom arising out of or in connection with the Licensee's exercise of its rights granted under this Agreement or any breach by the Licensee of the terms of this Agreement. 7.2 This indemnity shall not cover Meshroom to the extent that a Claim results from the Meshroom's negligence or wilful misconduct. 7.3 If any third party makes a Claim, or notifies Meshroom of an intention to make a Claim which may reasonably be considered likely to give rise to a liability on the part of the Licensee under this indemnity (a Relevant Claim ), Meshroom shall: 7.3.1 as soon as reasonably practicable, give written notice of the Relevant Claim to the Licensee, specifying the nature of the Relevant Claim in reasonable detail; 7.3.2 not make any admission of liability, agreement or compromise in relation to the Relevant Claim without the prior written consent of the Licensee (such consent not to be unreasonably conditioned, withheld or delayed), provided that Meshroom may settle the Relevant Claim (after giving prior written notice of the terms of settlement (to the extent legally possible) to the Licensee, but without obtaining the Licensee's consent) if Meshroom reasonably believes that failure to settle the Relevant Claim would be prejudicial to it in any material respect; 7.3.3 give the Licensee access at reasonable times (on reasonable prior notice) to its premises and its officers, directors, employees, agents, representatives or advisers, and to any relevant assets, accounts, documents and records within the power or control of Meshroom, so as to enable the Licensee and its professional advisers to examine them and to take copies (at the Licensee's expense) for the purpose of assessing the Relevant Claim; and
7.3.4 subject to the Licensee providing security to Meshroom to Meshroom's reasonable satisfaction against any claim, liability, costs, expenses, damages or losses which may be incurred, take such action as the Licensee may reasonably request to avoid, dispute, compromise or defend the Relevant Claim. 7.4 If a payment due from the Licensee under this clause is subject to tax (whether by way of direct assessment or withholding at its source), Meshroom shall be entitled to receive from the Licensee such amounts as shall ensure that the net receipt, after tax, to Meshroom in respect of the payment is the same as it would have been were the payment not subject to tax. 7.5 The Licensee shall, at its expense, carry adequate general liability insurance coverage to support its liabilities under this agreement. 7.6 Nothing in this agreement shall have the effect of excluding or limiting any liability for death or personal injury caused by negligence or for fraud. 8. Condition of Licensed Material The Licensee should examine all Licensed Material for possible defects (whether digital or otherwise) before sending any Licensed Material for Reproduction. Without prejudice to Section 6.1.1 above, Meshroom shall not be liable for any loss or damage suffered by the Licensee or any third party, whether directly or indirectly, arising from any alleged or actual defect in any Licensed Material or its caption or in any way from its Reproduction. 9. Unauthorised Use and Termination 9.1 Any use of Licensed Material in a manner not expressly authorised by this Agreement constitutes copyright infringement, entitling Meshroom to exercise all rights and remedies available to it under copyright laws around the world. The Licensee shall be responsible for any damages resulting from any such copyright infringement, including any claims by a third party. In addition and without prejudice to Meshroom's other remedies under this Agreement, Meshroom reserves the right to charge and the Licensee agrees to pay a fee equal to up to five (5) times Meshroom's standard Licence fee for the unauthorised use of the Licensed Material. Meshroom reserves the right to terminate this Agreement in the event the Licensee: 9.1.1 enters the Agreement after having received notice of unauthorised use from Meshroom relating to the Licensed Material; 9.1.2 otherwise breaches the terms of this Agreement. Upon termination, the Licensee must immediately stop using the Licensed Material and destroy or, upon the request of Meshroom, return to Meshroom the Licensed Material and, in the case of termination by Meshroom for one of the reasons listed in 9.1.1 or 9.1.2, the New Work in the possession or control of the Licensee. 10. Effect of termination 10.1 On termination of this Agreement for any reason, all rights and licences granted under it shall automatically terminate and the Licensee shall immediately cease all use of the Licensed Material, remove any reference to the Licensed Material from the Licensee's Site and destroy all copies from any databases in his possession or control. 10.2 Termination of this agreement shall not prejudice or affect any right of action or remedy that has accrued or will thereafter accrue to either party. For the avoidance of doubt, no money paid by the Licensee to Meshroom before the date of any termination shall be refundable. 11. Audit 11.1 Upon reasonable notice, the Licensee shall provide sample copies of Reproductions containing Licensed Material to Meshroom. In addition, upon reasonable notice, Meshroom may, at its discretion, either through its own employees or through a third party, audit the
Licensee's records directly related to this Agreement and use of Licensed Material in order to verify compliance with the terms of this Agreement. 11.2 If any such audit reveals an underpayment by the Licensee to Meshroom of five percent (5%) or more of the amount the Licensee should have paid for the time period that is the subject of the audit, in addition to paying Meshroom the amount of such underpayment, the Licensee shall also reimburse Meshroom for the costs of conducting such audit. 12. Electronic Storage 12.1 For all Licensed Material that is delivered to the Licensee in electronic form, the Licensee must retain the copyright symbol, the name of Meshroom, the Licensed Material's identification number and any other information as may be embedded in the electronic file containing the original Licensed Material. 12.2 The Licensee shall maintain a robust firewall to safeguard against unauthorised third-party access to the Licensed Material. 13. Withdrawal 13.1 Upon notice from Meshroom, or upon the Licensee's knowledge that any Licensed Material may be subject to a claim of infringement of another's right for which Meshroom may be liable, Meshroom may require the Licensee to immediately and at its own expense: 13.1.1 stop using the Licensed Material; 13.1.2 delete or remove the Licensed Material from its premises, computer systems and storage (electronic or physical); and 13.1.3 ensure that its clients do likewise. 13.2 Meshroom shall provide the Licensee with comparable Licensed Material (comparison to be determined by Meshroom in its reasonable commercial judgement) free of charge, but subject to the other terms and conditions of this Agreement. 14. Severability If one or more of the provisions contained in the Agreement is found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected. Such provisions shall be revised only to the extent necessary to make them enforceable. 15. Waiver No action, inaction or delay of either party, other than express written waiver, may be construed as a waiver of any provision of this Agreement and a single or partial exercise by either party of any such rights or remedies will not preclude other or further exercise of that right or remedy. A waiver of a right or remedy on any one occasion will not be construed as a bar to or waiver of rights or remedies on any other occasion. 16. Entire Agreement This Agreement contains all the terms of the licence agreement. No terms or conditions may be added or deleted unless made in writing and either accepted in writing by an authorised representative of both parties or issued electronically by Meshroom and accepted in writing by an authorised representative of the Licensee. 17. Exclusion of third party rights The Contracts (Rights of Third Parties) Act 1999 shall not apply to this Agreement and no person other than the parties to this Agreement shall have any rights under it, nor shall it be enforceable under that act by any person other than the parties to it. 18. Taxes All Licence Fees are exclusive of any applicable sales, use, withholding or other transactional taxes, which are the sole responsibility of the Licensee (if any).
19. Notices 19.1 Any notice or other communication required to be given under this Agreement, shall be in writing and shall be delivered personally, or by email, or sent by pre-paid first class post or recorded delivery or by commercial courier, to each party required to receive the notice or communication. Meshroom s address is set out at the beginning of this Agreement and the Licensee s address will be the address entered by the Licensee at the point of purchasing the licence. 19.2 Any notice or other communication shall be deemed to have been duly received: 19.2.1 if delivered personally, when left at the address and for the contact referred to in this clause; or 19.2.2 if delivered by email, upon leaving the sender s outbox; or 19.2.3 if sent by pre-paid first class post or recorded delivery, at 9.00 am on the second business day after posting; or 19.2.4 if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed. 20. Applicable Law This Agreement, its subject matter and its formation, are governed by the laws of England and Wales. You and we both agree to that the courts of England and Wales will have nonexclusive jurisdiction.