TERMS & CONDITIONS

If and Then Ltd UK

This Agreement (“Agreement”) is made between If and Then Limited (“If and Then”) and _________________ (“Client”) under which If and Then shall provide to Client certain services (the “Services”) and certain deliverables (“Deliverables”) as agreed on the Quotation.

A. SERVICE

1. DEFINITIONS

2. COPYRIGHT

The entire copyright in the Imagery is retained by If and Then Ltd at all times throughout the world. Title to all Imagery remains the property of If and Then.

3. EXCLUSIVITY

The Agency and Advertiser will be authorised to publish the Imagery within the terms of Usage Licence agreed, to the exclusion of all other persons. However, If and Then retains the right in all cases to use the Imagery in any manner at any time and in any part of the world for the purposes of advertising or otherwise promoting If and Then’ work. After the exclusivity period indicated in the Licence to Use If and Then shall be entitled to use the Imagery for any purposes.

4. ELECTRONIC STORAGE

Save for the purposes of reproduction for the licensed use(s), the Imagery may not be stored in any form of electronic medium without the written permission of If and Then. Manipulation of the image or use of only a portion of the image may only take place with the permission of If and Then.

5. CLIENT CONFIDENTIALITY

If and Then will keep confidential and will not disclose to any third parties or make use of material or information communicated to him/her in confidence for the purposes of the Imagery, save as may be reasonably necessary to enable If and Then to carry out his/her obligations in relation to the commission.

6. INDEMNITY

If and Then agrees to indemnify the Agency and the Advertiser against all expenses, damages, claims and legal costs arising out of any failure by If and Then to obtain any clearances for which he/she was responsible in respect of third party copyright works, trademarks, designs or other intellectual property. If and Then shall only be responsible for obtaining such clearances if this has been expressly agreed before the commission. In all other cases the Agency shall be responsible for obtaining such clearances and will indemnify If and Then against all expenses, damages, claims and legal costs arising out of any failure to obtain such clearances.

7. PAYMENT

A purchase order for 100% of the agreed quote must be received by If and Then before any works commence. Payment by the Agency for the commissioned work is on the basis of 50% before production commences and 50% on delivery. Payment must be received by If and Then within 30 days from the date of invoice, as per If and Then’ standard payment terms. If the invoice is not paid, in full on delivery, If and Then reserves the right to charge interest at the rate prescribed by the Late Payment of Commercial Debt (Interest) Act1998 from the date payment was due until the late payment is made.

8. EXPENSES

Where extra expenses or time are incurred by If and Then as a result of alterations to the original brief by the Agency or the Advertiser, or otherwise at their request, the Agency shall give approval to and be liable to pay such extra expenses or fees at If and Then normal rate to If and Then in addition to the expenses shown in the quotation provided as having been agreed or estimated.

9. REJECTION

If work is rejected by the Customer on the basis of style or composition, all agreed fees for the contract will remain applicable in full.

10. CANCELLATION & POSTPONEMENT

(a) Any contract between If and Then and the Customer may only be cancelled or varied with the written consent of If and Then and upon the terms of these conditions. The giving of If and Then consent shall not in any way prejudice If and Then right to recover from the Customer full compensation for any loss or expense arising from such cancellation or variation.

(b) Without prejudice to any other rights or remedies available to If and Then, if notice of cancellation of a booking is received by If and Then less than 24 hours prior to the date for performance of the contract or the date on which the applicable facilities were to be utilized, If and Then shall be entitled to charge the customer the full contract price, or, if none is stated, the applicable amount under If and Then rate card current at the date of such cancellation.

If such a notice of cancellation is received less than ten working days but more than 24 hours prior to the date for performance of the contract, If and Then shall be entitled, without prejudice to any other rights or remedies available to it, to charge such booking at one half of the contract price or, if none is stated, one half of the applicable amount under If and Then rate card current at the date of such cancellation.

B. LICENCE TO USE

1. PURPOSE & SCOPE

The following terms and conditions are applicable to the Licencee (‘Client’) and If and Then Ltd (‘If and Then’). Using an image produced by If and Then means that you agree to be bound by the terms of this Agreement. All images are copyrighted and all rights are owned solely by If and Then. The only rights granted are specifically listed below; all others are reserved. Your rights to use an Image are based on restrictions stated in this Agreement, and are dependent upon your payment of the purchase price of the images before use. In consideration of the payment of the fees stated for accepting one or more images from If and Then, and in further consideration of your acceptance of the provisions of this agreement, If and Then hereby grants you a personal non-transferable, non-exclusive, limited right to use such images subject to the following terms and conditions.

2. DEFINITIONS

For the purpose of this agreement “the Agency” and “the Advertiser” shall where the context so admits include their respective assignees, sub-licensees and successors in title. In cases where If and Then client is a direct client (i.e. with no agency or intermediary), all references in this agreement to both “the Agency” and “the Advertiser” shall be interpreted as references to If and Then client. “Imagery” means all photographic and CGI imagery and material furnished by If and Then, whether prints or any other type of physical or electronic material. ‘Image’ refers to a photograph, design, illustration, artwork, drawing, image on computer, video or disk, or transmitted electronically in digital form, or stored in a retrieval system, or any other item that If and Then may offer for the purpose of commercial use.

The term ‘Reproduction’ includes any form of copying, displaying or publication of the whole or part of any Image, whether by printing, photography, photocopier, scanner, or slide projection (whether or not to an audience), by electronic, digital or mechanical means, in a layout or presentation, or by any other means. Reproduction further includes the copying, manipulation or distortion of the whole or part of any image, even though the resulting image may not appear to a reasonable person to be derived from the original image. ‘Creator’ refers to the photographer, illustrator, artist or any other party responsible for producing the image(s) that If and Then makes available. The terms ‘If and Then’, ‘Us’ and ‘Our’ refer to If and Then Ltd, creator’s authorised agent. ‘Client’, ‘You’ and ‘Your’ refer to the recipient and/or licencee of the Images and your/its representatives.

3. COPYRIGHT

The entire copyright in the Imagery is retained by If and Then at all times throughout the world.

4. OWNERSHIP OF MATERIALS

Title to all Imagery remains the property of If and Then. This licence Agreement controls your right to use any image(s) supplied by If and Then for the purposes listed below. This agreement is a legal contract that specifies the terms of the licence, warranty and liability limitations between you and If and Then for any images supplied by If and Then. The agree to be bound by the terms hereof by accepting any image(s). When the Licence to Use the material has expired the Imagery must be returned to If and Then in good condition within 30 days.

5. USE

The Licence to Use comes into effect from the date of payment of the relevant invoice(s). No use may be made of the Imagery before payment in full of the relevant invoice(s) without If and Then express permission. Any permission which may be given for prior use will automatically be revoked if full payment is not made by the due date or if the Agency is put into receivership or liquidation. The Licence only applies to the advertiser and product as stated on the front of the form and its benefit shall not be assigned to any third party without If and Then permission. Accordingly, even where any form of ‘all media’ Licence is granted, If and Then permission must be obtained before any use of the Imagery for other purposes e.g. use in relation to another product or sublicensing through a photo library. Permission to use the Imagery for purposes outside the terms of the Licence will normally be granted upon payment of a further fee, which must be mutually agreed (and paid in full) before such further use. Unless otherwise agreed in writing, all further Licences in respect of the Imagery will be subject to these terms and conditions.

5.1. PROHIBITED USAGE

a) Create any derivative use of an Image unless indicated on the invoice;

b) Use an image in a manner that is defamatory, pornographic or obscene, whether directly or in context or juxtaposition with specific subject matter;

c) Use an Image in any way that violates civil and criminal laws such as those regulating pornography, obscenity, fraudulent schemes, counterfeiting, espionage, and aid to illicit activities;

d) Sublicence, re-licence, rent or lease any of the Images, except as specifically provided for in this Agreement or another Agreement with If and Then;

e) Use any of the Images to promote a business that sells or licences photographic images, or otherwise competes with If and Then in any manner;

f) Ship, transfer or export any of the Images into any country or use any of the Images in a manner prohibited by any export laws, restrictions or regulations.

g) Reverse engineer, decompile, or disassemble any part of any image or accompanying work.

5.2 UNAUTHORISED USAGE

Without limitation, Images may not be used as a trademark or service mark (unless the appropriate extended licence is being used), to defame a person, to violate a person’s right to privacy or publicity, to infringe upon any copyright, trade name, trademark, or service mark of any person/entity. Unauthorised use of If and Then’ images constitutes copyright infringement and shall entitle If and Then to exercise all rights and remedies under applicable copyright law, including an injunction preventing further use and monetary damages against all users and beneficiaries of the use of such Images. The foregoing is not a limiting statement of If and Then’ rights or remedies in connection with any authorised use.

VAT No: GB 221887989 Company Reg in England and Wales no: 09745865 Reg Office: 04 Whitchurch Parade, Whitchurch Lane, Edgware, Middlesex, England. HA8 6LR

5.3 PERMITTED USAGE

You may:

a) Use images for general, editorial, product, and promotional uses including but not limited to: products, software, newsletters, advertisements, book covers, packaging, marketing material, presentations, and within animation, films or videos, provided that such usage complies with the other provisions in this Agreement (see sections 3 & 4).

b) Edit, modify or alter images as necessary for your use, provided that the subsequent image otherwise complies with this Agreement and prior written consent is obtained If and Then. If requested by If and Then, you agree to execute a written assignment of any copyrights with respect to such derivative work when such assignment is reasonably necessary to enable If and Then to enforce intellectual property rights.

c) In the normal course of workflow, convey to third parties such as printers temporary copy of a file that is integral to your work project and without which the project could not be completed.

5.4 ADDITIONAL RIGHTS AVAILABLE

You may not assign the rights and obligations under this Agreement without obtaining the prior written consent of If and Then. If you are unsure of your usage rights under this agreement or wish to use the Image in a manner not permitted by this usage agreement (for example: as part of an advertisement, point-of-sale material, product packaging, press release etc), please contact If and Then.

6. EXCLUSIVITY

The Agency and Advertiser will be authorised to publish the Imagery to the exclusion of all other persons. However, If and Then retains the right in all cases to use the Imagery in any manner at any time and in any part of the world for the purposes of advertising or otherwise promoting If and Then’ work. After the exclusivity period indicated in the Licence to Use If and Then shall be entitled to use the Imagery for any purposes.

7. CLIENT CONFIDENTIALITY

8. SEVERABILITY

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.

9. USER WARRANTIES

You warrant that you will take all necessary steps to prohibit and prevent duplication or further distribution of the image(s).

10. IF AND THEN WARRANTIES

If and Then warrants that the supplied digital image(s) shall be free from material defects in material and workmanship for thirty (30) days from the time of delivery. Your sole and exclusive remedy for a breach of this warranty shall be the replacement of the image(s) or refund of the purchase price at the sole discretion of If and Then. If and Then makes no other warranties, express or implied, and hereby expressly disclaims any and all other warranties of merchantability, non-infringement or fitness for a particular purpose.

11. DAMAGES

In no case shall If and Then be liable for any indirect, incidental, special, punitive, cover or consequential damage or loss, including, without limitation, lost profits, loss of business, business interruption or the inability to use equipment or access data, whether such damages are based upon a breach of express or implied warranties, breach of contract, negligence, strict tort, product liability or any other legal theory. This remains the case even if If and Then is advised of the possibility of such damages. In no case will If and Then’ liability under any legal theory exceed the amount of the licence fee actually paid by you to If and Then. The foregoing limitations will apply even if the warranties in this Agreement fail in their essential purpose.

(USA only) Some jurisdictions do not allow the exclusion or limitation of liability or incidental or consequential damages, so the above limitation or exclusion may not apply to you. The limited warranty, exclusive remedies and limited liability set forth above are fundamental elements of the agreement between If and Then and you. If and Then would not be able to provide the image(s) on an economic basis without such limitations.

(Outside of the USA only) The limitations, exclusions, warranties and liability contained in this agreement do not effect or prejudice the statutory rights of a consumer; i.e., a person acquiring goods otherwise than in the course of business. If and Then shall not be liable for any general, special, direct, indirect, incidental or consequential damages arising out of the licence and use of the image(s).

12. INDEMNITY

If and Then agrees to indemnify the Agency and the Advertiser against all expenses, damages, claims and legal costs arising out of any failure by If and Then to obtain any clearances for which he/she was responsible in respect of third party copyright works, trade marks, designs or other intellectual property. If and Then shall only be responsible for obtaining such clearances if this has been expressly agreed before the commission. In all other cases the Agency shall be responsible for obtaining such clearances and will indemnify If and Then against all expenses, damages, claims and legal costs arising out of any failure to obtain such clearances. In the event that either a court or competent jurisdiction directs us to go to court, or the matter involves copyright, you agree to fully reimburse If and Then for its reasonable legal fees and disbursements if If and Then is successful in the suit.

13. PAYMENT

A purchase order for 100% of the agreed usage quote must be received by If and Then before any use of the works commences. Payment must be received by If and Then within 30 days from the date of invoice, as per If and Then’ standard payment terms. If the invoice is not paid in full, If and Then reserves the right to charge interest at the rate prescribed by the Late Payment of Commercial Debt (Interest) Act1998 from the date payment was due until the late payment is made.

14. APPLICABLE LAW

This Agreement will be governed by the laws in force in England and Wales excluding the application of its conflicting legal rules. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. If any part of this Agreement is found void and unenforceable, it will not affect the validity of the balance of the Agreement, which shall remain valid and enforceable according to its terms. You agree that neither the Images nor the Products will be shipped, transferred or exported into any country or used in any manner prohibited by export administration legislation or any other export laws, restrictions or regulation.

15. VARIATION

These Terms and Conditions shall not be varied except by agreement in writing.

16. TERMINATION

This Agreement shall immediately terminate upon violation of any of its provisions. Upon termination you must immediately stop using the image(s), delete all copies of such image(s) from your computer and all magnetic data.

TERMS & CONDITIONS

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BASTARD.LONDON is a trading name of If and Then Ltd. All rights reserved / Copyright 2019 by If and Then Ltd