JAM PRESS

Terms & Conditions

Content Licensing Terms & Conditions

THESE TERMS AND CONDITIONS SUPERSEDE AND EXCLUDE ANY TERMS AND CONDITIONS CONTAINED OR REFERENCED IN ANY ORDER OR CORRESPONDENCE FROM YOU OR ELSEWHERE, OR IMPLIED BY TRADE PRACTICE OR COURSE OF DEALING, WHETHER WRITTEN OR ORAL. BY REQUESTING MATERIAL FROM US OR DOWNLOADING SUCH MATERIAL, AND/OR BY REQUESTING A LICENSE TO REPRODUCE MATERIAL, YOU ARE DEEMED TO HAVE ACCEPTED AND WILL BE BOUND BY THESE TERMS AND CONDITIONS. IF YOU CHOOSE TO USE OUR CONTENT, WHETHER FROM US SUPPLYING IT TO YOU EXCLUSIVELY, ‘ON SPEC’ OR EVEN IF USING IT WITHOUT OUR PRIOR WRITTEN APPROVAL, THEN YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS.THESE TERMS AND CONDITIONS MAY BE UPDATED PERIODICALLY.

1.2 In these terms and conditions: -

a) "Credit" means "©[Name of author/photographer/cartoonist/illustrator etc/Jam Press

b) "Licence" means a licence to Reproduce Material under these terms and conditions

d) "Material" means any material whatsoever and in whatever form that is capable of being offered and used for Reproduction, including, but not limited to, stories in the form of text or page images, photographic prints or transparencies or digital files or any other text, pictorial or graphic item and extracts from any of the foregoing; and

e) "Reproduction" means any form of electronic or mechanical publication, or copying, of any part of any Material (whether or not altered) whether by printing, broadcasting, transcription, photography, slide projection, photocopying, artist's reference, artist's illustration, layout or presentation, storage or by any other means, and "to Reproduce" shall be construed accordingly.

Supply and Storage of Material

2.1 You are supplied with Material by way of loan solely for the purpose of reproducing such Material and you may not make any other use whatsoever of the Material unless and until a Licence is granted to you. Unless we direct you to the contrary, you may store Material supplied to you by us provided that such storage is strictly in accordance with these terms and conditions.

2.2 We and our licensors retain ownership of all Intellectual Property Rights in the Material and in any derivative work. You do not at any stage acquire any Intellectual Property Rights in any Material or any other right, title or interest in any Material, except any granted specifically to you by a Licence.

2.3 Notwithstanding Clause 2.2, should any right, title or interest in or to such Intellectual Property Rights and/or goodwill in the Material become vested in you (by the operation of law or otherwise), you shall assign to us free of charge any such right, title, interest in or to such Intellectual Property Rights and/or goodwill and, at our expense, execute any documents and perform all acts reasonably required by us for the purpose of confirming such assignment. Pending such assignment, you shall hold such right, title, interest in or to such Intellectual Property Rights and/or goodwill which has become vested in it on trust for us.

2.4 "Intellectual Property Rights "means copyrights, patents, trademarks, service marks or business names, registered designs, design rights, utility models, titles, logos, topography rights, trade secrets and know-how and any other intellectual or industrial property rights of any nature whatsoever, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

2.6 All Material will be deemed to have been delivered to you (by whatever means used for this purpose) complete and in good condition, unless you notify us to the contrary within 24 hours after receipt.

2.7 If Material is delivered to you by ftp or http download requiring you to be issued by us with a username(s) and password(s), you agree and undertake to be solely responsible for the security and proper use of such username(s) and password(s) and you further agree and undertake to take all reasonable steps to ensure that any such username(s) and password(s) is/are kept confidential, secure, used properly and not disclosed to or used by any third party without our prior written consent. In particular, you agree that each username and password is for the exclusive use of a named individual who is duly authorised by you for such purpose and no username or password supplied by us to you will be used by any other individual to access our ftp or http download site and you will, if additional usernames and passwords are required for operational reasons, make a written request to us for their provision. Usernames and passwords supplied pursuant to this Clause 2.7 may only be used in connection with the performance of any agreement between us which is governed by these terms and conditions, and in particular you will not store any Material in your systems except in accordance with Clause 2.1.

Use of Content

3.1 The Company grants to the Customer a limited, non-exclusive right to use Content in the Territory for the Permitted Use only and for no other purpose without the written consent of the Company. The licence granted in this paragraph is a single use licence and permits the Customer to use the Content in one publication only unless otherwise expressly agreed by the Company.

3.2 Content may not be used for advertising, commercial, merchandising or any other purpose and the Customer may not edit, sell, sub-license, assign or transfer the Content to any third party unless expressly agreed by the Company.

Your Responsibilities

4.1 You warrant and undertake to us that:-

a) you will duly assess the need to obtain (and, where necessary, obtain) any additional releases, licences, authorisations, permits or consents for your intended use of Material and shall pay any applicable fees and royalties to any third parties and relevant collecting societies in accordance with their rules;

b) unless otherwise directed by us, you will ensure that all Reproduced Material is credited, in a prominent position, as is required or indicated thereon, or, in the absence of any such requirement or indication, with the Credit and, if you fail to do this, you will pay us immediately an additional 100% of the fee invoiced to you in respect of the Licence;

c) immediately upon Reproduction of the Material, you will provide us (if applicable) with one complimentary copy of the publication in which the Reproduction appears, specifying the page or pages on which the Reproduced Material appears, or alternatively provide such details as we may reasonably need to access the medium on which the Reproduction is to occur (if the material is on a website, you must provide a URL to that site, together with any password(s));

d) you will not in any way alter, modify, delete from, add to or adapt the Material, create digital files from it (unless specifically authorised by us), or treat the Material in any manner which is, or may be, damaging to our interests or use the Material in any way that may be deemed defamatory or obscene, or for any party political purposes whatsoever;

e) you shall not infringe any moral rights that subsist in the Material;

f) you shall not do, or omit to do, or permit to be done, any act that will or may, in our reasonable opinion, damage our reputation;

g) any publication right (as defined in the Copyright and Related Rights Regulations 1996) arising from your use of any Material will vest in us and you will do all that is necessary, and procure that any third parties in whom any such rights may vest do all that is necessary, to vest all such rights in us on our request;

h) where you have been authorised by us to create or store digital files from any of the Material, each such image will be recorded and labelled with our image reference number and our copyright credit information as an integral part of the image file and held on an electronic database owned or leased by you and under your sole control;

i) any digital images, and any copies or records of such images, held by you on a database, and any hard copy Material held by you, will be subject at all times to these terms and conditions

(notwithstanding expiry thereof) and will be destroyed (or returned to us, at your expense, as the case may be) by you either at the end of the period of use specified or upon request by us;

j) you will store hard-copy Material only in an archive or other storage medium, access to which is private and restricted to those of your employees who require it for purposes permitted under these terms and conditions and you will promptly, and in any event within 24 hours of receiving any such request, comply with any request by us for return or destruction of any Material, or its removal from any archive or other storage medium;

k) you will indemnify and keep us fully and effectively indemnified against all costs, claims, damages, expenses, losses and liabilities of whatsoever nature arising out of or in connection with your use and Reproduction of the Material and any breach of these terms and conditions, by you and, if any third party Reproduces any Material which is the subject of a loan or Licence to you as a result of an act or omission by you, you will, without prejudice, pay us all the fees which that third party would be liable to pay to us had it borrowed and Reproduced such Material under these terms and conditions;

l) you will keep the fees and charges for which you are liable under these terms and conditions, and any terms and conditions relating to your use and storage of Material which are specific to you (including, but not limited to, details of any discount arrangements with us) confidential at all times and will not disclose any such information to any third party (save to your auditors or other professional advisers) without our prior written consent; and

m) any Licence to you does not constitute or imply any endorsement or sponsorship of any product, service, campaign or organisation.

4.2 If you become aware of any misuse of the Material or any breach in connection with these terms and conditions that could compromise the integrity of the Material or otherwise adversely affect us or our Group, you shall, at your expense, promptly notify us and fully co-operate with us to remedy the issue as soon as reasonably practicable. We may suspend your rights under these terms and conditions until the misuse or breach is remedied.

Warranty

5.1 We warrant to you that we have the right to grant permission to Reproduce in a Licence. We do not warrant the accuracy of any description of Material given to you or the identification of the subjects or persons appearing in it, nor do we make any claim or warranty in respect of your use of content, text, names, people, trademarks or other Intellectual Property Rights or proprietary rights, including moral rights, or as to the existence or non-existence or validity of model or other releases in respect of any Material or as to whether there are, or are not, any other statutory or contractual restrictions in respect of any Material or its use or Reproduction.

5.2 THESE TERMS AND CONDITIONS SET OUT THE FULL EXTENT OF OUR OBLIGATIONS AND LIABILITIES IN RESPECT OF SUPPLY OF MATERIAL AND LICENSING RIGHTS THERETO. IN PARTICULAR, THERE ARE NO TERMS AS TO SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE OR OF ANY OTHER KIND WHATSOEVER EXCEPT AS SPECIFICALLY STATED IN THESE TERMS AND CONDITIONS AND/OR LICENCE TO USE (IF APPLICABLE). ANY CONDITION OR OTHER TERM IN RESPECT OF THE MATERIAL WHICH MIGHT OTHERWISE BE IMPLIED INTO OR INCORPORATED INTO A CONTRACT OR ANY COLLATERAL CONTRACT, WHETHER BY STATUTE, COMMON LAW OR OTHERWISE, IS HEREBY EXCLUDED TO THE FULLEST EXTENT PERMISSIBLE AT LAW, EXCEPT IN RESPECT OF INJURY TO OR DEATH OF ANY PERSON. WE ARE NOT LIABLE TO YOU OR ANY THIRD PARTY FOR LOSS OF PROFITS, LOSS OF CONTRACTS, LOSS OF ANTICIPATED SAVINGS, DATA, GOODWILL AND REVENUE OR OTHER INDIRECT OR CONSEQUENTIAL LOSS, WHETHER ARISING FROM THE USE OR REPRODUCTION OF ANY MATERIAL OR ITS CAPTION, BREACH OF CONTRACT OR HOWSOEVER, AND OUR MAXIMUM LIABILITY TO YOU FOR ANY LOSS OR DAMAGE ARISING OUT OF THESE TERMS AND CONDITIONS, ANY LICENCE AND YOUR USE OR REPRODUCTION OF THE MATERIAL (EXCEPT IN RESPECT OF INJURY TO OR DEATH OF ANY PERSON) IS LIMITED TO THE AMOUNT OF ANY FEE PAID BY YOU IN RESPECT OF THE LICENCE.

Cancellation and Termination

6.1 If you wish to cancel a Licence after a fee has been agreed, you must request this in writing, any cancellation is at our entire discretion and will be upon payment of a cancellation fee.

6.2 We may terminate these terms and conditions and a Licence at any time by written notice to you:

a) if you commit a breach of these terms and conditions or elsewhere which, if it is capable of remedy, you fail to remedy within 7 days of receiving written notice requiring you to do so;

b) you become insolvent, have an administrator, receiver or manager appointed over the whole or any part of your assets or business, make any composition or arrangement with your creditors, take or suffer any similar action in consequence of debt, or an order or resolution is made for your winding-up, dissolution or liquidation (other than for the purpose of solvent re-organisation), you apply to court for, or obtain, a moratorium under Part A1 of the Insolvency Act 1986, or any event occurs in a foreign jurisdiction analogous to, or comparable with, any of the above; or

c) you undergo a change of control (within the meaning of section 1124 of the Corporation Tax Act 2010).

6.3 On expiry or termination of these terms and conditions and/or a Licence for any reason and subject to any express provisions set out elsewhere in these terms and conditions all outstanding sums payable by you to us shall immediately become due and payable and all rights and licences granted pursuant to these terms and conditions and Licence to Use shall cease.

6.4 Any provision of these terms and conditions and Licence to Use that expressly or by implication is intended to come into or continue in force on or after termination or expiry of these terms and conditions shall remain in full force and effect.

Assignment

You may not transfer, assign or sub-license any or all of your rights under these terms and conditions, or any Licence, without our prior written consent.

Notices

8.1 All notices and other communications required or permitted to be served or given shall be in writing and sent by first class post, courier, at Jam Press Limited, 63/66 Hatton Garden Fifth Floor, Suite 23 London
EC1N 8LE by Phone +44 203 026 0009 or Email accounts@jampress.co.uk

8.2 Any notice and other communications required or permitted to be served or given shall be deemed to have been received: (a) if sent by first-class post or courier, at 9.00 am on the second business day after posting; or (b) if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume.

No Waiver

Our failure to exercise or enforce any rights under these terms and conditions, or under a Licence, shall not be deemed to be a waiver of such rights at any time or times thereafter.

Severability

If any of the provisions of these terms and conditions are invalid, illegal or unenforceable, that will not affect the validity, legality and enforceability of the remaining provisions of these terms and conditions.

Third Party Rights

Unless it expressly states otherwise, these terms and conditions do not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these terms and conditions.

No Partnership or Agency

12.1 Nothing in these terms and conditions are intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.

12.2 Each party confirms that it is acting on its own behalf and not for the benefit of any other person.

Entire Agreement

13.1 These terms and conditions and, if applicable, any other documents referred to within them constitutes the entire agreement between the parties.

13.2 Each of the parties acknowledges and agrees that by entering into terms and conditions it has not relied on, and shall have no remedy in respect of any statement, representation, warranty or understanding other than the statements, representations, warranties and understandings set out in these terms and conditions.

13.3 Each party agrees that it shall have no remedies in respect of any statement, representation, warranty or understanding (whether made innocently or negligently) that is not set out in these terms and conditions, and its only remedies in connection with any statement, representation, warranty or understanding shall be for breach of contract as provided in these terms and conditions. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in these terms and conditions.

Law and Jurisdiction
These terms and conditions shall be governed by the laws of England and Wales and each of us submits to the exclusive jurisdiction of the English courts to resolve any disputes between us.