TERMS AND CONDITIONS THAT GOVERN YOUR USE OF THIS SITE
Please read these terms carefully before using this website. These terms constitute a legal agreement between you and Arcaid. Using this website indicates that you accept these terms. If you do not accept these terms and conditions ("terms"), do not use this website. By clicking on the button that stipulates agreement to the following terms and by using this website, you agree to be bound by the terms and conditions of this agreement.
Ownership of our Website
This website is owned by Arcaid. All of the content featured or displayed on this website, including, but not limited to, text, graphics, photographs, images ("Content"), is owned by Arcaid and its content providers.
Copyright
All elements of Arcaid websites, including, but not limited to, the general design and the Content, are protected by copyright, moral rights, trademark and other laws relating to intellectual property rights. Except as explicitly permitted under this or another agreement with Arcaid, no portion or element of this website or its Content may be copied or retransmitted via any means and this website, its Content and all related rights shall remain the exclusive property of Arcaid unless otherwise expressly agreed.
Indemnification for Breach
You agree to indemnify Arcaid against any losses, expenses, costs or damages howsoever incurred as a result of your breach of the Terms of this Agreement or your unauthorised use of the Content and related rights.
How you may use the Content on this website Images, other than watermarked images, may only be used commercially once you have entered into a licence agreement and paid the relevant fee. Watermarked images may only be used for your internal "comps" and layouts. Arcaid does not grant you any licence to use these Images in any final materials distributed either internally or externally by yourself or your company, including any electronic or online system. Except for this limited, internal testing and sample use, Arcaid grants you no other rights, and you may not distribute, sublicense or make available for use or distribution any watermarked images.
Arcaid will only issue high resolution images for "comps" or layout purposes after a separate agreement is entered into.
Each digital image downloaded by you shall be recorded and labelled with the Image reference number used by Arcaid and our copyright credit information as an integral part of the image file, and held on an electronic database under your sole possession and control.
You agree to destroy all Images including any pre-press or pre-production copies of the Images and any copies or records of the Images held on a database within 90 days of receipt of the Images or completion of the maximum production run, or expiry of the licence term, whichever is later.
Licence for Use of Images
Your right to reproduce an Image arise only if licence terms are agreed and our invoice relating to the grant of such rights is fully paid. Any reproduction before payment of the invoice or outside the terms of any licence constitutes an infringement of copyright and also a breach of this Agreement entitling us to rescind and claim damages.
You must pay your invoice within 30 days of issue. If you do not pay in accordance with these terms then we may at our option rescind this Agreement and recover damages, or charge interest at the rate prescribed by the Late Payment of Commercial Debts (Interest) Act 1998 from the date payment was due until payment is made.
You must provide Arcaid with at least one complimentary copy of any publication in which the reproduction of the Images appear.
Credit where Credit is Due Full credit of Arcaid must be linked to each image used in whatever final form. A surcharge of 50% will be payable if credit is not given.
Model and Property Releases
1. Arcaid gives no representations or warranties whatsoever as to the existence of any Release associated with the image. 2. Arcaid gives no representations or warranties whatsoever with respect to the use of names, trademarks, logos, uniforms, registered or copyrighted designs or works of art depicted in the Image. 3. You must satisfy yourself that all necessary rights, consents or permissions as may be required for Reproduction of the Image have been secured.
The information you supply on the registration form will be kept on a database for purposes as registered under the Data Protection Act. If you authorise us to send you promotional materials, we may do so using either the email or the mailing addresses you have provided on the registration or billing information screens. From time to time we may notify you of special promotions, new products or services, or other information that may interest you. We will not send you information if you expressly inform us you do not wish to receive such materials.
Disclaimers
This website and its content are provided "as is" and Arcaid excludes to the fullest extent permitted by applicable law any warranty, express or implied, including, without limitation, any implied warranties of merchantability, satisfactory quality or fitness for a particular purpose. The functions embodied on, or in the materials of, this website are not warranted to be uninterrupted or without error. You, not Arcaid, assume the entire cost of all necessary servicing, repair or correction due to your use of this website.
Except as specifically stated in these Terms or elsewhere on this website, or as otherwise required by applicable law, neither Arcaid nor its directors, employees, licensors, content providers, affiliates or other representatives will be liable for damages of any kind (including, without limitation, lost profits, direct, indirect, compensatory, consequential, exemplary, special, incidental, or punitive damages) arising out of your use of, your inability to use, or the performance of this website or the Content whether or not we have been advised of the possibility of such damages.
Arcaid uses reasonable efforts to ensure the accuracy, correctness and reliability of the Content, but we make no representations or warranties as to the Content's accuracy, correctness or reliability.
Governing Law and Jurisdiction
This agreement is governed by the laws of England and Wales whose courts are the courts of exclusive jurisdiction.
This agreement will not be governed by the United Nations Convention on contracts for the international sale of goods or any other similar convention or laws, the application of which are expressly excluded.
We reserve the right to change these Terms and Conditions, prices and other information and available contractual licence terms featured on this website without notice. These conditions set out the entire agreement between Arcaid and you relating to your use of this website.
No action of Arcaid, other than an express written waiver or amendment, may be construed as a waiver or amendment of any of these Terms. Should any clause of these Terms or Security & Privacy Policy be found unenforceable, wherever possible this will not affect any other clause and each will remain in full force and effect.
Arcaid Royalty-Free End User Licence Agreement (EULA)
This is a legal agreement between you or your company, firm or other organisation ("you") and 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. By confirming the purchase of the Image(s) or downloading the Image(s) you have selected from this website you agree to be bound by the terms of this EULA (the "Agreement") and the Image usage restrictions contained herein.
1. Definitions
"Terms" Means the terms and conditions set out in this Agreement and includes 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(s) or their agent(s) who have submitted the Image(s) to Arcaid.
"Invoice" Means the computer-generated or pre-printed invoice provided by Arcaid that may include, without limitation, details of the Images 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.
"Image(s)" Means the Image(s) you have selected which are identified on the Invoice.
"Licence" Means the non-exclusive (unless otherwise stated in the Invoice) non-sub-licensable right Arcaid grants to you to use the Image(s).
"Reproduction" Includes any form of copying or publication of the whole or part of any Image 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 (for example, by computer, electronically, digitally by an artist or by any other means), even though the resulting image may not appear to a reasonable person to be derived from the original Image.
"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.
"Licence Fee" Means any sum or sums payable to Arcaid by you in respect of the Licence.
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
A. Arcaid grants to you a non-exclusive and non-assignable right to potentially Reproduce the Image(s) on a worldwide and perpetual basis solely as part of the following (or as otherwise agreed in writing by Arcaid): 1. advertising and promotional materials (including packaging); 2. online or other electronic distribution systems (including web page design, but subject to clause 3.H) up to a maximum resolution of 72 dpi; 3. broadcasts or theatrical exhibition; 4. any products (including for-sale products) or publications (electronic or print), subject to clause 3.H; and/or 5. materials for personal, non-commercial use and test or sample use, including comps and layouts. Please note, not all of Arcaid Images have Releases. It is your responsibility to check that all necessary Releases have been secured (see clause 8.C below).
B. You may reasonably alter, crop, manipulate and create derivative works from the Image(s). C. The Image(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) This is not a "simultaneous users licence", in other words you may not have more than ten (10) specific people access the Image(s) even if only ten (10) people are accessing the Image(s) at any particular time. For the Image(s) to be used by more than ten (10) individuals you must first contact Arcaid to negotiate an extension of the Licence. D. If you are an intermediary (for example an advertising agency) you may not sublicense, sell, assign, convey or transfer this Agreement or any of its rights under this Agreement but you may sub-license an Image as part of a derivative work (for example an advertisement) to your clients. Should your clients wish to incorporate the Image in their own work they should contact Arcaid to purchase a licence. E. The Image(s) as stored by you must retain the copyright symbol, the name of Arcaid, the Image(s)’ identification numbers and any other information as may be invisibly embedded in the electronic files containing the original Image(s). F. The Image(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) as a standalone file. G. You must not incorporate Images (or any part of them) into a logo, trade mark or service mark. H. The Image(s) may not be sublicensed, resold or otherwise made available for downloading, use or distribution separately. For example, the Image(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(s) as an integral part of work product, but may not be provided with the Image(s) or permitted to use the Image(s) separately. I. If any Image 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 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 is being used for illustrative purposes only. J. Arcaid may at any time hereafter notify you that certain Images are no longer available for use under this Agreement and upon such notification the Licence shall automatically and immediately terminate. Your sole remedy for any recalled Image shall be, at Arcaid’ discretion, the replacement of such recalled Image with another Image or refund of the Licence Fee to the extent attributable to such recalled Image. K. Arcaid does not warrant the accuracy of the captioning, keywording or any other information associated with the Image(s). L You may not use the Image(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. M. 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), either in the information accompanying the Image(s), the Invoice or otherwise. N. Arcaid, after reasonable notice, may inspect any records, accounts and books relating to the Reproduction of any of the Image(s) to ensure that the Image(s) are being used in accordance with this Agreement.
4. Copyright issues
No ownership or copyright in any Image shall pass to you by the issue of the Licence. Unless otherwise agreed in writing, if any Image is reproduced by you for editorial purposes (i.e., for any non-promotional purpose) you must include the credit line "Arcaid", or any other credit line specified by Arcaid. If a credit line is omitted then an additional fee equal to thirty percent (30%) of the original amount invoiced attributable to the Image in question shall be payable by you.
5. Warranty and limitation of liability
A. Arcaid guarantees that should any Image 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 then Arcaid will replace the Image with another digital copy of the Image free from defect. B. 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 the possibility of such damages, costs or losses. Arcaid’ maximum liability arising out of or in connection with your use of or inability to use the Image (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. C. The terms of clause 5.B 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.B 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
No Reproduction of any Image is authorised until payment in full has been received by Arcaid. Any Reproduction by you or on your behalf prior to 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 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
A. Arcaid gives no representations or warranties whatsoever as to the existence of any Releases associated with the Image(s). B. Arcaid gives no representations or warranties whatsoever with respect to the use of names, trade marks, logos, uniforms, registered or copyrighted designs or artistic works depicted in any Image. C. You must satisfy yourself that all Releases as may be required for Reproduction of the Image(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 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
Use of an Image 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. Licence cancellation
Provided you have not used the Image(s) you may cancel the Licence within 30 days from the date of the Invoice by sending Arcaid an email with notification of the cancellation to the following address: arcaid@arcaid.com . • You may cancel the Licence within ten (10) days from the date of the Invoice without charge. • If you cancel less than thirty (30) days after the Invoice date, a cancellation fee of fifty (50%) percent of the Invoice will be charged. • After thirty (30) days, no cancellations will be accepted and the full amount of the invoice must be paid. Cancelling the Licence revokes any right to publish, reproduce or use the Image(s) in any manner whatsoever.
11.Interest on overdue invoices and reasonable recovery costs
A. Unless otherwise agreed by us in writing, all Invoices are payable by you within 30 days. B. 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<
You should make sure that you examine the Image(s) for possible defects (whether digital or otherwise) before sending the Image(s) for Reproduction. Subject to clause 5.A, 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 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 of routine maintenance. You are advised to maintain a copy of your account status and details of Image(s) purchased.
14. Miscellaneous terms
A. 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 shall constitute an infringement of copyright. B. 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 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. C. 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. D. 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.