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WEBSITE USE AND SECURITY POLICY

Website Terms and Conditions Privacy and Security Policy

DIGITAL IMAGE LICENCE TERMS AND CONDITIONS

Garden Picture Library

GARDEN PICTURE LIBRARY LICENSE AGREEMENT
	
	
You are deemed to have accepted the following license terms and 
conditions upon requesting to download the Digital Images.

1. Defined terms
2. Grant of License
3. Fees and charges
4. Additional Reproduction rights in Digital Images
5. General

1.	Defined terms

In these terms and conditions:

(a)	'GPL' means Garden Picture Library. GPL is a division of Photolibrary 
	Group Ltd (UK Company No.4371008) of 4th Floor, 
	83-84 Long Acre, London, WC2E 9NG United Kingdom.
(b)	'You' means a party who uses the Website or downloads any Digital 
	Image. If You use the Website or download a Digital Image on behalf 
	of Your employer this definition will include Your employer. You will 
	ensure that any person supplied any Digital Image at Your request 
	will comply with these terms, and will be personally liable to GPL if 
	such person fails to do so, as if such failure were a failure by You.
(c)	'Content' means all of the content featured or displayed on the 
	Website, including, but not limited to, Digital Images, Software and 
	all other text, graphics, photographs, images, moving images, 
	sound, illustrations and software. 
(d)	'Digital Image(s)' means both Low Resolution Digital Imagery and 
	High Resolution Digital Imagery available for download on the 
	Website.
(e)	'High Resolution Digital Imagery' means high-resolution images 
	and/or film clips available for downloading on the Website.
(f)	'Invoice' means an invoice sent to You in accordance with these 
	Terms and Conditions.
(g)	'Low Resolution Digital Imagery' means low resolution comping 
	images and film clips available for downloading from the Website.
(h)	'Software' means any software program or code provided by GPL in 
	order to support the use of Digital Images which are obtained by 
	You from the Website. 
(i)	'Reproduction' means any form of colour or black and white copying, 
	publication, distribution or other communication to the public of the 
	whole or part of any Digital Image whether by printing, photography, 
	slide projection (whether or not to an audience), xerography, artist's 
	illustration, layout or presentation, or by electronic, internet, 
	multimedia, digital or mechanical means or by any other means.  
	Reproduction further includes the use the whole or part of any Digital 
	Image in the creation of another picture, which may be partly or 
	completely different from the original Digital Image whether such 
	difference is caused wholly or partly by computer, electronic, digital, 
	mechanical or any other means. "Reproduce" has a corresponding 
	meaning.
(j)	'Website' means the whole or any part of the web site pages located 
	at http://www.gardenpicture.com (including the layout of the Website, 
	graphic design elements of the web site pages, underlying code 
	elements and any text, graphics, sounds, animated elements or other 
	content of the Website).

2.	Grant of License

(a)	In consideration of payment by You of the fees itemised on the 
	Invoice, GPL grants You a license to use the Digital Images and 
	Software subject to the conditions agreed to by You and listed on the 
	Invoice and the terms and conditions contained herein.
(b)	Except as expressly set out in these terms and conditions, You acquire 
	no rights, including without limitation copyright and other 
	intellectual property rights, in the Digital Images and Software, other 
	than a license granted in accordance with these terms.
(c)	Low-Resolution Digital Imagery may be used ONLY for PERSONAL, 
	NONCOMMERCIAL use and TEST or SAMPLE use, including COMPS and 
	LAYOUTS. The Low-Resolution Digital Imagery may not be used in 
	any final materials distributed internally or outside of Your company 
	or to the public, including, but not limited to, advertising and 
	marketing materials or any online, or broadcast or other electronic 
	distribution system (except that You may transmit comps digitally or 
	electronically to Your clients for their review), and may not be 
	distributed, sublicensed or made available for use or distribution 
	separately or individually, and as licensee, You are not entitled to 
	grant to anyone else any rights in relation to the Low-Resolution 
	Digital Imagery.
(d)	High-Resolution Digital Imagery may not be sub-licensed, resold or 
	otherwise made available for use or distribution separately or 
	detached from a product or web page. For example, High-Resolution 
	Digital Imagery 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, third parties may be provided with copies of 
	High-Resolution Digital Imagery (including digital files) as an 
	integral part of work product, but may not be provided with 
	High-Resolution Digital Imagery or permitted to use High-Resolution 
	Digital Imagery separately. If such use is required, it is necessary 
	for the third party to enter into a separate license agreement 
	with GPL.
(e)	The Digital Images may not be used in a manner which is 
	pornographic, defamatory, unlawful or absent the consent of the 
	model featured in the Digital Image.
(f)	If a Digital Image featuring a person is used in a manner that implies 
	endorsement, use of, or a connection to a product or service by that 
	model, or a potentially unflattering or controversial subject, You must 
	publish a statement which indicates that the person is a model and is 
	used for illustrative purposes only. 
(g)	Software may be used only in conjunction with Digital Images. One 
	copy of the Digital Image and Software may be made for backup 
	purposes only, but may be used only if the original Digital Image or 
	Software becomes defective, or is destroyed or otherwise irretrievably 
	lost. Except as specifically provided in this agreement, no Digital 
	Image or Software may be shared or copied. 
(h)	The license hereby granted is expressly subject to the condition that 
	the copyright notice "© Garden Picture Library. All rights reserved." 
	appears adjacent to any Digital Image sourced from the Website, or 
	such a copyright notice is clearly visible on a credits page or screen. 
(i)	Digital Images are not licensed for use in a downloadable or FTP 
	format.

Use of the Digital Images and Software must be in compliance with all 
applicable laws, including, but not limited to, laws and regulations relating 
to copyright.  Where GPL's or its licensor's rights with respect to any Digital 
Image and Software are adversely affected by any third party, GPL reserves 
the right to terminate any license granted with respect to such Digital Image 
and Software.  In the event of such termination, Your sole remedy will be 
the replacement of such license with a license for alternative Digital 
Image(s) and Software as determined by GPL.

3.	Fees and charges

3.1	Direct Debit

You can elect at the time of purchase to pay for the Digital Image(s) 
instantaneously through direct credit card debit. GPL will automatically debit 
Your chosen credit card and following download of the Digital Image(s), GPL 
will send You an Invoice confirming the transaction details and Reproduction 
rights granted with respect to each Digital Image licensed.

3.2 	GPL Account Holders

(a)	Should you be an approved GPL account holder at the time of purchase, 
	You can elect to pay for the Digital Image(s) via Your GPL account by 
	entering Your commit code on the Order Page of the Website.  
	Following download of the Digital Image(s) GPL will forward an Invoice 
	to You confirming all fees payable and Reproduction rights granted 
	with respect to each Digital Image licensed. 
(b)	The total amount shown on the Invoice is due and payable by You to 
	GPL within thirty (30) days of the date of Invoice.  GPL will be entitled 
	to charge interest on amounts not so paid at the rate of two (2) 
	percent per annum above the Barclays Bank prime rate 
	from the due date until the total Invoice sum has been paid and, 
	at GPL's discretion, invoice any end-user directly for any Reproduction 
	fees payable with respect to Digital Images supplied by or on Your 
	behalf . Your company directors, partners or proprietors agree to 
	accept joint and several liability with respect to all debts incurred 
	by You.  Your right to use any image licensed is subject to the payment 
	of the amount outstanding on the invoice.

3.3	Death, Bankruptcy, Winding Up….

On Your death or bankruptcy, or in the event of a resolution, petition 
or order for winding up being made against You, or if a receiver is 
appointed, or if You are unable to trade because of Your inability to 
pay Your creditors, GPL may at any time thereafter gain immediate 
access to inspect any records, accounts and books relating to the 
Reproduction of GPL's Digital Images to ensure that the Digital Images 
are being used only in accordance with the Reproduction rights 
granted to You and where it is found that the Digital Images are not 
being used in accordance with the Reproduction rights granted to You, 
GPL may terminate the license and do all things necessary to prevent 
Your use of the Digital Images.

3.4	VAT

All Invoices will have added to it Value Added Tax at the rate which 
applies from time to time if you are a resident of the United Kingdom.

4.	Additional Reproduction rights in Digital Images

(a)	Should You require additional Reproduction rights in  any Digital 
	Image, You must revisit the Website and repurchase the desired 
	Digital Image and must specify the additional Reproduction rights 
	required, including the proposed use, period of use, print run, media 
	usage, end user customer, industry, territory and size and position of 
	proposed Reproduction with respect to each Digital Image required. 
	Alternatively You can contact a GPL sales representative on 
	+44 (0)20 7228 4332 (international) or send an email to 
	info@gardenpicture.com 
(b)	A corresponding Invoice will be emailed to You confirming the 
	transaction details or fees payable and Reproduction rights granted 
	with respect to each Digital Image in which additional Reproduction 
	rights are granted by GPL.  Such Reproduction fee as advised by GPL to 
	You may vary per Digital Image depending on a number of factors 
	including but not limited to the period of use, print run, media usage, 
	end user customer, industry, territory and size and position of 
	proposed Reproduction.
(c)	You acknowledge and agree to the following:
	(i)	Reproduction rights are strictly limited to the specific use 
		granted by GPL with respect to each Digital Image and as 
		detailed on the corresponding Invoice emailed to You.
	(ii)	Reproduction and re-use of any Digital Image without the 
		required consent granted by GPL constitutes an infringement of 
		copyright by You.  Reproduction rights and license to use are 
		only granted on payment of the Invoice. Reproduction 
		availability must be confirmed by GPL before Your Reproduction.
	(iii)	Reproduction rights are granted by GPL for each Digital Image 
		solely to You and are not assignable without the prior written 
		consent of GPL.
(d)	You acknowledge that any Digital Image licensed by GPL of a person, 
	including a person well known to the general public or engaged in 
	competitive sport, may not be used in a manner which can be 
	reasonably construed as that person's endorsement of a product or 
	service, nor may any Digital Image be used in a manner which can be 
	reasonably construed as derogatory, libelous, defamatory or 
	slanderous of that person.

5.	General

(a)	GPL warrants that it owns or is licensed to supply for Reproduction the 
	Digital Images supplied. Unless specified in writing GPL does not 
	warrant to You the existence or validity of model, property or other 
	releases with respect to any Digital Images downloaded to You. You 
	must satisfy Yourself as to Digital Image suitability, Reproduction 
	quality and caption accuracy and that all necessary rights, consents, 
	permissions and releases have been obtained prior to Reproduction of 
	each Digital Image by You.
(b)	To the full extent permitted by law, GPL excludes all warranties, 
	statutory, express or implied, from these terms of supply and license, 
	except as expressly set out above.  Where any statutory terms may 
	not be excluded, liability in respect of them is limited to repair or 
	resupply of goods, or the supply of services again.  These terms are 
	the entire agreement between the parties regarding the Digital 
	Images, Software and any services supplied by GPL.
(c)	You agree to indemnify and keep indemnified GPL from and against any 
	and all loss, damage or liability whether criminal or civil suffered by 
	GPL and resulting from any act omission, negligence or default of You 
	or Your agents, principals, customers, clients or contractors, or 
	arising out of the Reproduction of a Digital Image or use of 
	Software, in any manner or for any use or purpose whatsoever 
	by You.
(d)	Neither party may assign this Agreement without the prior written 
	consent of the other party.  Notwithstanding the foregoing, GPL may 
	assign this Agreement or any of its rights under this Agreement and 
	may transfer its obligations under this Agreement to a related body 
	corporate (as that term is used in the Corporations Law) of GPL, or an 
	organisation which during the term of this Agreement becomes a 
	related body corporate of GPL, without the consent of You.
(e)	In the event of any offer to the public of shares in GPL, GPL shall be 
	entitled to disclose this Agreement and use in or incidental to such 
	public offer all or any of the Digital Images, without liability to You.
(f)	Amendments, modifications or changes to these terms and conditions 
	are not effective unless agreed in writing by GPL and You.
(g)	These terms and conditions are governed by the law of the United Kingdom.