Terms and Conditions

Arcaid Licence Agreement (LA)

This is a legal agreement between you or your company, firm or other organisation ("you") and Capture Limited trading as Arcaid Images ("Arcaid"). Arcaid has been appointed agent by its Contributors to grant this Licence on their behalf.
Please read this agreement carefully in its entirety before you download or use any Image/Video. By confirming the purchase of the Image/Video(s) or downloading the Image/Video(s) you have selected from this website you agree to be bound by the terms of this LA (the "Agreement") and the Image/Video usage restrictions contained herein. If you do not wish to accept the terms of this Agreement, please delete the unused Image/Video(s) and notify Arcaid by email to the following address: arcaid@arcaidimages.com within thirty days from the invoice date for a full refund.

1.    Definitions

"Terms" Means the terms and conditions set out in this Agreement and include the terms contained in the Invoice. The terms contained in the Invoice replace those in this Agreement to the extent of any inconsistency

"Contributor" Means the owner(s) of the copyright in the Image/Video(s) or their agent(s) who have submitted the Image/Video(s) to Arcaid.

"Arcaid" Means Capture Limited trading as Arcaid Images

"Arcaid Live News" Means the section of the Arcaid website which contains Images relating to events that have occurred recently, or Images marked in the Arcaid search engine as being newsworthy and coming from the Arcaid Live News Feed.

"Invoice" Means the computer-generated or pre-printed invoice provided by Arcaid that may include, without limitation, details of the Images/Videos selected, any limitations on the Licence in addition to those specified herein, the key terms of the Licence and the corresponding price for the Licence. The terms contained in the Invoice shall be incorporated into this Agreement and all references to the Agreement shall include those terms. The Invoice will specify if any Images bought are Royalty Free / Broad Rights Images if applicable.

"Image(s)/Video(s)" Means the Image(s) or Video clip(s) you have selected which are identified on the Invoice.

"Licence" Means the non-exclusive (unless otherwise stated in the Invoice) non-sublicensable right Arcaid grants to you to use the Image/Video(s).

"Reproduction" Includes any form of copying or publication of the whole or part of any Image/Video whether by printing, slide projection or other display (whether or not to an audience), electronic, digital or mechanical means, use as a reference by an artist or in an artist’s illustration or by any other means. Reproduction further includes the copying or distortion or manipulation of the whole or part of any Image/Video (for example, by computer, electronically, digitally by an artist or by any other means), even though the resulting image or clip may not appear to a reasonable person to be derived from the original Image/Video.

"Release" Means a model or property release or any other release of a third party right or other permission which it is necessary or desirable to obtain in respect of any Image/Video.

"Licence Fee" Means any sum or sums payable to Arcaid by you in respect of the License.

2. Contracting parties

The parties to this contract are Arcaid and you. Arcaid has been appointed agent by its Contributors to grant this Licence on their behalf.

3. Grant of rights and restrictions

3.1. For all Licences except Royalty Free / Broad Rights Images/Video Licences

3.1.1. Arcaid grants to you a non-exclusive (unless otherwise stated on invoice), non-sublicensable and non-assignable right to Reproduce the Image(s)/Video(s) solely in the manner and for the purposes set out in the Invoice. When exercising this right you must ensure any notice of copyright, trademark or other propriety right is not removed from any place where it is placed on or embedded in the Image/Video.

3.1.2. Altering, cropping and manipulating Images/Video

3.1.2.1. Images when used in a news context, whether sourced from the Arcaid Live News feed or the general collection may be cropped or otherwise edited for technical quality, provided that the editorial integrity of the Image is not compromised and the truth of the image is maintained, but shall not, under any circumstances, otherwise be altered.

3.1.2.2. Images of in copyright artwork may be cropped or otherwise edited for technical quality, provided that the original context and setting of the image is not altered.

3.1.2.3. For all other Images/Videos you may alter, crop, manipulate and create derivative
works from the Image(s)/Video(s), so long as you ensure any notice of copyright, trademark or other propriety right is not removed from any place where it is placed on or embedded in the Image/Video.

3.1.3. Use of the Image/Video(s) is strictly limited to the use, medium, period of time, territory and any other restrictions specified in the Invoice. You may utilize the Image/Video in any production process that may be necessary for the intended use specified in the Invoice.

3.1.4. You must not incorporate Images/Video (or any part of them) into a logo, trade mark or service mark.

3.1.5. Image/Video(s) must not be used as references for creating drawings or other visual works unless specifically authorised in the Invoice.

3.1.6. Arcaid does not warrant the accuracy of the captioning, keywording or any other information associated with the Image/Video(s).

3.1.7. You may not use the Image/Video(s) in a pornographic, defamatory, fraudulent, lewd, obscene or otherwise illegal manner, including but not limited to infringing any third party intellectual property or privacy rights, whether directly or in context or by juxtaposition with other materials.

3.1.8. You must abide by any direction or instruction on use notified to you by Arcaid before, after or at the time of delivery of the Image/Video(s), either in the information accompanying the Image/Video(s), the Invoice or otherwise.

3.1.9. Arcaid, after reasonable notice, may inspect any records, accounts and books relating to the
Reproduction of any of the Image/Video(s) to ensure that the Image/Video(s) are being used in accordance with this Agreement.

3.1.10. You may store the Image/Video(s) in a digital library, network configuration or similar arrangement to allow them to be viewed within your organisation and by your clients but you must retain the copyright symbol, the name of Arcaid, the Image/Video(s)’ identification numbers and any other information as may be invisibly embedded in the electronic files containing the original Image/Video(s). When your licence period as set out in the Invoice ends, you must promptly delete the Image/Video(s) from your computer or other electronic storage system. Any subsequent re-uses of the Image/Video must be agreed with Arcaid in advance of licensing to ensure the Image/Video is available under the rights you require.

3.1.11. The Image/Video(s) may not be sublicensed, resold or otherwise made available for use or distribution separately or detached from a product or web page. For example, the
Image/Video(s) may be used as an integral part of a web page design, but may not be made available for downloading separately or in a format designed or intended for permanent storage or re-use by website users. Similarly, your customers may be provided with copies of the Image/Video(s) as an integral part of work product, but may not be provided with the Image/Video(s) or permitted to use the Image/Video(s) separately.

3.1.12. Any content marked 'editorial use only' may not be used for non-editorial purposes. If content is not marked as 'editorial use only' this does not mean that it is can automatically be used for non-editorial use.

3.2. For all Broad Rights / Royalty Free Licences as marked on your Invoice

3.2.1. Arcaid grants to you a non-exclusive and non-assignable right to Reproduce the Image(s)/Video(s) on a worldwide and perpetual basis solely as part of the following (or as otherwise agreed in writing by Arcaid):

3.2.1.1. Advertising and promotional materials (including packaging).but excluding all merchandise and products eg; t-shirts, mugs, postcards and print on demand services.

3.2.1.2. Online or other electronic distribution systems (including web page design), but subject to clause 3.2.8. up to a maximum resolution of 72 dpi.

3.2.1.3. Broadcasts or theatrical exhibition

3.2.1.4. Publications (electronic or print), subject to clause 3.2.8; and/or.

3.2.1.5. Materials for personal, non-commercial use and test or sample use, including comps
and layouts. Please note, not all of Arcaid’s Images/Videos have Releases. It is your
responsibility to check that all necessary Releases have been secured (see clause
8.3 below). When exercising this right you must ensure any notice of copyright, trademark or other propriety right is not removed from any place where it is placed on or embedded in the Image/Video.

3.2.2. You may alter, crop, manipulate and create derivative works from the Image(s)/Video(s), so long as you ensure any notice of copyright, trademark or other propriety right is not removed from any place where it is placed on or embedded in the Image/Video.

3.2.3. The Image(s)/Video(s) may be shared by creating an image library, network configuration or other similar arrangement so long as no more than ten (10) individuals employed by the same entity have access to the Image(s)/Video(s) This is not a "simultaneous users licence", in other words you may not have more than ten (10) specific people access the Image(s)/Video(s) even if only ten (10) people are accessing the Image(s)/Video(s) at any particular time. For the Image(s)/Video(s) to be used by more than ten (10) individuals you must first contact Arcaid to negotiate an extension of the Licence.

3.2.4. If you are an intermediary (for example an advertising agency) you may sublicense an Image/Video as part of a derivative work (for example an advertisement) to your client. You may also assign the rights to your client, by entering their name in the transfer license field on the Invoice. If you assign the rights under this Agreement to your client you will rescind your rights to use the Image(s)/Video(s) in any other client's work and it's your responsibility to ensure the client understands and abides by all the terms.

3.2.5. The Image(s)/Video(s) as stored and shared by you must retain the copyright symbol, the name of Arcaid, the Image(s)/Video(s)’ identification numbers and any other information as may be invisibly embedded in the electronic files containing the original Image(s)/Video(s).

3.2.6. The Image(s)/Video(s) may not be distributed by a mobile phone device in a way that would allow any third party to download, extract or access the Image(s)/Video(s) as a standalone file.

3.2.7. You must not incorporate Images/Videos (or any part of them) into a logo, trade mark or service mark

3.2.8. The Image(s)/Video(s) may not be sublicensed, resold or otherwise made available for downloading, use or distribution separately. For example, the Image(s)/Video(s) may be used as an integral part of a web page design, but may not be made available for downloading separately or in a format designed or intended for permanent storage or re-use by website users. Similarly, subject to clause 3.2.4, your customers may be provided with copies of the Image(s)/Video(s) as an integral part of work product, but may not be provided with the Image(s)/Video(s) or permitted to use the Image(s)/Video(s) separately.

3.2.9. If any Image/Video featuring a model is used in (i) a manner that would lead a reasonable person to believe that the model personally uses or endorses a product or service, or (ii) if the depiction of the model in the Image/Video would be unflattering or unduly controversial to a reasonable person, you must accompany each such use with a statement indicating that the person is a model and the Image/Video is being used for illustrative purposes only.

3.2.10. Arcaid does not warrant the accuracy of the captioning keywording or any other information associated with the Image(s)/Video(s).

3.2.11. You may not use the Image(s)/Video(s) in a pornographic, defamatory, fraudulent, lewd, obscene or otherwise illegal manner, including but not limited to infringing any third party intellectual property or privacy rights, whether directly or in context or by juxtaposition with other materials.

3.2.12. You must abide by any restriction on use notified to you by Arcaid before, after or at the time of delivery of the  Image(s)/Video(s), either in the information accompanying the Image(s)/Video(s), the Invoice or otherwise.

3.2.13. Arcaid, after reasonable notice, may inspect any records, accounts and books relating to the Reproduction of any of the Image(s)/Video(s) to ensure that the Image(s)/Video(s) are being used in accordance with this Agreement. Any content marked 'editorial use only' may not be used for non-editorial purposes. If content is not marked as 'editorial use only' this does not mean that it is can automatically be used for non-editorial use.

4. Credit and Copyright issues

4.1. No ownership or copyright in any Image/Video shall pass to you by the issue of the Licence.

4.2. Unless otherwise agreed in writing, if any Image/Video is reproduced by you for editorial purposes (i.e. for any non-promotional purpose) you must include the copyright / credit line "(Photographer’s or Agency’s name)/Arcaid", or any other copyright / credit line specified by Arcaid. If a copyright / credit line is omitted then an additional fee equal to one hundred percent (100%) of the original amount invoiced attributable to the Image/Video in question shall be payable by you.

4.3. Arcaid’s copyright notice and Image/Video identification reference which appear in the Image/Video file must remain with your digital copy of the Image/Video at all times. You will retain the copyright notice, the name of Arcaid and the respective artist, the respective Image/Video reference and any other information or metadata that is embedded in the electronic file that comprises any Image/Video which you have downloaded from the Website or otherwise received from Arcaid. Failure to maintain the integrity of the  copyright information will constitute a breach of this Agreement.

4.4. In connection with the use of "Arcaid" or any other of Arcaid’s or its partners' trade  names, trademarks, logos or service marks, including the names of all Image collections ("Marks"), you acknowledge and agree that (i) such Marks are and shall remain the sole property of Arcaid or its partners; (ii) nothing shall confer upon you any right of use in or to the Marks; and (iii) you shall not now or in the future contest the validity of the Marks.

4.5. You will immediately notify Arcaid if you become aware or suspect that any third party has gained access to the Images/Videos through you, is wrongfully using the Images, in whole or in part, or is violating any of Arcaid’s intellectual property rights, including, but not limited to, trademarks and copyrights.

5. Warranty and limitation of liability

5.1. Arcaid guarantees that should any Image/Video have defects in material or workmanship
and these are notified in writing to Arcaid within thirty (30) days from the date of delivery of the Image/Video then Arcaid will either replace the Image/Video with another digital copy of the Image/Video free from defect or refund the Licence Fee paid by you to the extent attributable to the defective Image/Video, at Arcaid’s option.

5.2. Arcaid makes no other warranty, express or implied, including, without limitation, any implied warranties of merchantability or fitness for a particular purpose. Neither Arcaid nor its contributors shall be liable to you or any other person or entity by reason of any representation (unless fraudulent) or any implied warranty, condition or other term, or any duty at common law, or under the express terms of this Agreement for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the negligence of Arcaid, its servants or agents or otherwise) which arises out of or in connection with this Agreement, even if Arcaid has been advised of thepossibility of such damages, costs or losses. Arcaid’s maximum liability arising out of or in connection with your use of or inability to use the Image/Video (whether in contract, tort or otherwise) shall, to the extent permitted by law, be limited to five (5) times the value paid by you for the relevant Image/Video.

5.3. The terms of clause 5.2 shall not preclude any liability or claim for death or bodily injury or any claim arising from wilful default or gross negligence on the part of Arcaid or any of its employees, agents or otherwise. Each provision of clause 5.2 is to be construed as a separate limitation (applying and surviving even if for any reason one or other of such provisions is held to be inapplicable, unreasonable or unenforceable in any circumstances) and shall remain in force notwithstanding the termination of this Agreement.

6. Payment

Any Reproduction by you or on your behalf without reporting of use as soon as practicable, and in any event within 4 months, and payment being received by Arcaid constitutes a breach of this Agreement which entitles Arcaid immediately to terminate this Agreement and further constitutes an infringement of copyright.

7. Indemnity

You agree to indemnify and hold Arcaid and its Contributors harmless against any claims, damages, losses, expenses or costs, including legal costs, arising in any manner whatsoever from your unauthorised use of any Image/Video supplied to you by Arcaid, on behalf of the Contributor, or any other breach by you of any of your obligations under this Agreement.

8. Release information

8.1. Arcaid gives no representations or warranties whatsoever as to the existence of any Releases associated with the Image/Video(s).

8.2. Arcaid gives no representations or warranties whatsoever with respect to the use of names, trademarks, logos, uniforms, registered or copyrighted designs or artistic works depicted in any Image/Video

8.3. You must satisfy yourself that all Releases as may be required for Reproduction of the Image/Video(s) have been secured. You are solely responsible for obtaining all such Releases and the Licence is conditional in each case on your obtaining them. If you are unsure as to whether any Releases are needed for your Image/Video usage, then it is your responsibility to consult with relevant parties. You shall not rely upon any representation or warranty given by Arcaid employees or representatives save as set out in this Agreement.

9. Licence fee

The Licence Fee depends on the nature of the rights granted. You agree to notify Arcaid in the event that you desire to expand the usage for the Image/Video and pay any additional Licence Fee. Use of an Image/Video in a manner not specifically authorised under the terms set out in the Invoice or otherwise in the Agreement constitutes a breach of the Agreement and an infringement of copyright.

10. Confidentiality

Except as required by law both parties shall procure that all confidential information disclosed by one party to the other in accordance with this Agreement or which may at any time until termination of this Agreement come into the other party's knowledge, possession or control shall not be used for any purposes other than those required or permitted by this Agreement and shall remain confidential and shall not be disclosed to any third party except insofar as this may be required for the proper operation of this Agreement and then only under appropriate confidentiality provisions approved by the other party. For the purposes of this agreement confidential information shall include without limitation that relating to the business of a party, its business systems, pricing, trade secrets, business processes and client and supplier lists. These obligations of confidentiality shall cease to apply to any particular item of confidential information once it becomes public knowledge other than by any act or default of either party.

11. Interest on overdue invoices and reasonable recovery costs

11.1. Unless otherwise agreed by us in writing, all Invoices are payable by you within 30 days.
11.2. If you do not make full payment of an Invoice on time we reserve the right to charge interest on the outstanding amount at the rate prescribed by the Late Payment of Commercial Debts (Interest) Act 1998 from the date payment was due until payment is made.

12. Condition of Images/Videos

You should make sure that you examine the Image/Video(s) for possible defects (whether digital or otherwise) before sending the Image/Video(s) for Reproduction. Subject to clause 5.1, Arcaid shall not be liable for any loss or damage suffered by you or any third party arising from any  alleged or actual defect in any Image/Video or its caption or in any way from its Reproduction.

13. Downtime

Due to the nature of server provision, downtime and lost transmissions may occur as part ofroutine maintenance. You are advised to maintain a copy of your account status and details of Image/Video(s) purchased.

14. Miscellaneous terms

14.1. The Licence will terminate immediately if you (a) enter into voluntary or compulsory liquidation, (b) have a receiver appointed or (c) fail to perform any of your obligations under the Agreement within 28 days of our giving you notice to comply. In the event of termination, all rights granted will immediately revert to us and any further exploitation of any Image/Video shall constitute an infringement of copyright.

14.2. The Licence is conditional on you not being aware of or having received, prior to licensing any Image/Video, any correspondence, representations, complaints or claims from Arcaid or third parties (collectively ‘Claims’) alleging that the Image/Video in question is in breach of copyright or other third party intellectual property rights or is in some way unauthorised. Any such Claims existing at the time the Image/Video is purported to be licensed will render any Licence granted void from the beginning. Any use of the Image/Video in a manner not expressly authorised by this Agreement constitutes copyright infringement, entitling Arcaid to exercise all rights and remedies available to it under copyright laws around the world. You 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 Arcaid's other remedies under this Agreement, Arcaid reserves the right to charge and you agree to pay a fee equal to up to fifteen (15) times Arcaid's standard Licence fee for the unauthorised use of the Image/Video.

14.3. No variation of any of these Terms shall be effective unless in writing and signed by Arcaid and you. No action of Arcaid, other than an express written waiver, may be construed as a waiver of any clause of this Agreement. In the event that Arcaid waives any specific part of this Agreement, such fact does not mean that any other part is other part is waived. In the event of

any inconsistency between the Terms and the terms contained in any purchase order or

other communication sent by you, the terms of this Agreement shall prevail.

14.4. Should any clause of this Agreement be found unenforceable, that will not affect any
other clause and each will remain in full force and effect.

14.5. This agreement, its validity and effect, shall be interpreted under and governed by
the laws of England and be subject to the exclusive jurisdiction of the English courts. If
Arcaid is required to enforce its rights as a result of any breach of these terms, whether legal
proceedings are commenced or not, you agree to indemnify Arcaid in respect of all
reasonable legal fees and costs incurred by Arcaid in relation thereto.

Terms and conditions of sale for credit accounts

1. Interpretation

  1.    In these conditions:

2.
"Buyer" means the person who makes the purchase of the Image online through the Arcaid website or who

authorises the Seller to make a purchase on their behalf.

"Image" means the digital image that is supplied via the Website to the Buyer or transparency to fulfil their

purchase.

"Seller" means Capture Limited trading as Arcaid Images, a company registered in England under number 03669825.

"Conditions" means the standard terms and conditions of sale for account customers set out in this document and include any special conditions agreed in writing between the Buyer and the Seller.

"Contract" means the contract for purchase and sale of Images

"Website" means the website operated by Capture Limited trading as Arcaid Images

"Writing" includes facsimile transmission and comparable means of communication.

1.2. The headings of these conditions are for convenience only and shall not affect their
interpretation.

2. Basis of the sale

2.1. The Images may be purchased in a number of ways, either directly by the Buyer online
using the Arcaid website or by the Buyer directing an employee of the Seller to purchase the
Images for them. In all cases the Buyer acknowledges that the sale has occurred.

2.2. The Buyer agrees that all Image sales are governed by the Licence agreement specific to
each Image. The respective terms and conditions can be viewed here:

2.2.1. http://www.arcaidimages.com/terms.php

2.3. The Buyer acknowledges that the Licence Terms and Conditions ("Licence Terms") referred
to in clause 2.ii are liable to change and the Licence Terms in place on the Website at the
time of each Image sale determine the Licence Terms applicable to that sale.

2.4. Any typographical, clerical or other error or omission in any sales literature, quotation, price
list, acceptance of offer, invoice or other document or information issued by the Seller shall
be subject to correction without any liability on the part of the Seller.

3. Price of the images

3.1. The Seller shall sell and the Buyer shall purchase the Images at a price which can be set in
a number of ways. The Buyer may purchase the Images at a price given by the Seller's price
calculator on the Website, by the Buyer agreeing a quotation with the Seller, or in line with a
price agreement already agreed upon by the Buyer and the Seller.

3.2. The price is exclusive of any applicable Value Added Tax (VAT) or other tax on sales, which
the Buyer shall additionally be liable to pay the Seller.

4. Terms of payment

4.1. Subject to any special terms agreed between the Buyer and the Seller the Seller will invoice
the Buyer once the order process is complete on the Arcaid website.

4.2. The Buyer shall pay the price of the Images within 30 days of the date of the Seller's invoice.
Any alterations to this payment term have to be agreed in writing with the Seller. Receipts for
payment will only be issued upon request.

4.3. The Seller operates a Cancellation Policy and its terms are summarised on each invoice.
The Seller reserves the right to change this policy without notice.

4.4. Bank charges. The Buyer will pay for the Buyer’s bank charges and not deduct these from
any amount owed to the Seller.

4.5. If the Buyer fails to make payment on the due date then, without prejudice to any other
remedy available to the Seller, the Seller shall be entitled to:

4.5.1. Cancel the Contract or suspend further services for the Buyer.

4.5.2. Charge interest on overdue invoices and reasonable recovery costs. The Seller
understands and will exercise our statutory right to claim interest and compensation for
debt recovery costs under late payment legislation if we are not paid according to
agreed terms.

4.5.2.1. * For account holders in the UK: Interest will be charged at the late payment