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These Terms and Conditions serve as a non-transferable contract (referred as an “Agreement”) between the user (the person viewing this web site and PPL Media Ltd trading as PPL Photo Agency The User may download low-resolution Images from this web site (either to themselves or a third party) for initial viewing and/or use in composites and preview layouts. These are the ONLY permissible reproduction rights granted by PPL Media Ltd to the User for our low-resolution Images. Such uses of low-resolution images are free of charge but are subject to Clauses 2 and 3 set out below and terms set out under these Terms and Conditions. The User can purchase reproduction rights directly from this web site. Some of these reproduction rights (use on a web site, in other digital form and print projects) may be purchased directly from this web site, but more complex rights (outright purchase or multi-use) must be obtained by calling PPL’s Customer Service department in the UK +44 (0) 7768 395719.

The user can download high-resolution digital images directly from this web site OR have them sent to you via FTP of USB Drive. All deliveries are governed both by this Agreement and our Invoice/Copyright License. Upon payment of our Invoice, including relevant Usage Fees, the User may utilise the Images licensed to them on a non-exclusive basis for the specific uses and purposes stated on our Invoice and limited by these Terms and Conditions. The User does NOT acquire any right, title or interest in or to any of PPL Media Ltd’s Images other than those conditions set out specifically in our Invoice/Copyright License and these Terms and Conditions. The User agrees not to make, authorise or permit any use of a particular Image(s) or digital file(s) or other reproduction(s) made from our Images except as specified in PPL Media Ltd’s Invoice/Copyright License.

Definitions/Agreed Terminology
a) “Creator” refers to the photographer, artist or other party responsible for producing the Images on this web site.
b) “Client” and “User” refer to the individual viewing the PPL Media Ltd web site. These terms also refer to the individual downloading Images from this web site. In addition, both terms refer to the recipient/licensee of the Images and representatives.
c) The terms PPL Media, PPL Photo Agency and PPL refer to PPL Media Ltd the authorised agent for the creators of the Images on this web site.
d) “Digital Medium” refers to the digital format such as a a hard drive, USB drive e-mail and FTP, etc. containing Images that have been converted into digital files and provided to you by PPL Media Ltd subject to these Terms and Conditions.
e) “Image” refers to a photograph or video, picture, transparency, negative, design, artwork, painting, graphic work, diagram, montage, illustration, drawing or engraving, as well as any Image on a computer drive, or transmitted electronically in digital form, or stored in a computer-based retrieval system, or any other item that may be offered by PPL Media for the purpose of Reproduction, either with or without accompanying text.
f) “Reproduction” means any form of copying, displaying or publication of the whole or part of any Image made available to you by us, whether such Image is altered or manipulated in any way or not by the User, and whether reproduced by printing, photography, photocopying, scanning or slide projection (whether or not to an audience) by electronic, digital or mechanical means. “Reproduction” also means the downloading and/or storage of an Image by any means, including digitally. “Reproduction” is also understood by the User and PPL Media to include the use, either in whole or in part, of any Image as an artist’s reference, as the basis for producing an artist’s illustration, or for producing a comp, layout or presentation to a customer. Further, “reproduction” is specifically understood by both parties to include the display of an Image on an Internet web site.
g) “Text” refers to any words, information or data within an article, feature, interview, recipe, caption, extended caption or any other words in written, digitally stored or transmitted format that PPL Media may provide for the purpose of Reproduction or for the purpose of providing specific information about an Image;
h) “Non-transferable” means that the work the User produces using our Images must be for the User’s own use, direct employer, client, or customer, i.e: the end-user of this work. The User must NOT sell, rent, loan, give, sub-license, or otherwise transfer PPL Media Images or the right to use these Images to third parties, not listed in PPL Media’s invoice. Nothing the User produce shall grant or purport to grant to any third party a right to use or reproduce the Image(s). The User agrees to take all reasonable steps to prevent third parties from reproducing or distributing the Image(s), including affixing a copyright/credit line as described in Clause 9 below and implementing appropriate security protection and compliance procedures (SEE ALSO Clause 17, “Anti-Piracy”, below).

1. Agreement
a) PPL Media Ltd agrees to fulfil your picture request and grant the use of our Images in accordance with the specifications of use stated on PPL’s Invoice/Copyright License on the condition that you agree to the Terms and Conditions herein.
b) No variations or changes of these Terms and Conditions shall be effective unless agreed in writing by PPL Media and the User. These Terms and Conditions supersede any terms on the User’s purchase order, or end Client’s purchase order, and any standard operating procedures. No action other than an express written waiver from PPL Media may be construed as a waiver of any clauses of this contract.
c) None of the rights of reproduction under the terms of this contract and PPL `Media invoice are assignable or transferable without PPL’s written permission.
d) Whilst every effort is made to represent details accurately on PPL Media’s web site, errors or omissions may occur, so tinformation shown does not constitute or form part of a sale of goods or services.

  1. Ownership of Images and Rights

Unless specifically stated in writing by PPL Media,  the Images on this web site remain the exclusive property of PPL Media Ltd, a specific creator, or an authorised agent or representative for a Creator (such as another picture agency). No copyright or other intellectual property right in the Images on this web site is transferred to you without a specific Invoice/Copyright License defining the rights PPL has granted the User

3. Reproduction rights
a. Limited reproduction rights are granted to the User for the Images on PPL’s web site in low-resolution format are subject to the Terms and Conditions herein: you may view the Images on this web site and use them in a composite, layout or customer preview layout. In conjunction with those authorised uses, you may download low-resolution Images from this web site or send them by e-mail, free of charge, subject to the prohibitions set out in Clause 4 below.
b. Reproduction rights for high-resolution Images are subject to the PPL’s Terms and Conditions and are strictly limited within PPL Media’s Invoice/Copyright License to the uses specified, together with any limitations also specified regarding the period of time during which, or territory within which, the User may use PPLImages. Unless otherwise specified in our Invoice/Copyright License, the use granted for our high-resolution Images is for one-time use in a single publication, project or web site at a specified size and with text (if any) in the language or languages specified.
c. In the absence of any contrary language in PPL’s Invoice/Copyright License, the user may:
1. Copy the Images into any machine-readable or printed form for back-up or archival purposes provided that any copy includes the Images’ copyright notices;
2. Reproduce and use any of the Images according to the purpose stated on the Invoice/Copyright License only, and subject to the provisions of Clause 5 below; and
3. exercise reasonable amount of digital manipulation necessary in order to prepare the Images for reproduction, such as minor modifications or enhancements of colours or colour balance, minor reduction or intensification of contrast, or minor retouching, subject to the restrictions in both Clauses 4.ii and 5. below

4. Prohibitions
You may not:
a) Transfer or assign any rights to the Digital Medium or the Images;
b) Alter or merge, in whole or in part, the Digital Medium or any Images so as to create a derivative work (SEE Clause 5 below);
c) Reverse engineer, decompile or disassemble the Images or any software contained on or in the Digital Medium, subject to applicable law;
d) Copy the Digital Medium or reproduce or use the Images except as provided above in Clause 3 (a) or;
1. Use the Images in any way that might be deemed defamatory, libellous, pornographic, or obscene. If the User has any doubt about chosen usage you must seek written approval from PPL Media Ltd before publishing the image.
2. Store or transmit the Images electronically or digitally, except as provided above in Clause 3.
3. Copy or reproduce any digital medium such as DVD, USB Drive etc. that PPL may provide, nor the Image(s) these contain, or the materials that accompany them, except as specified in these Terms and Conditions and the relevant Invoice/Copyright Licence;
4. The User may not remove any copyright or trademark material or notice from any place where it appears within the IPTC file header (file info) or accompanying materials.

Derivative works
When Images are intended for the purpose of creating a “derivative work” the User must contact PPL Media and receive prior approval. A “derivative work” is defined as anything sourced from or referenced from PPL Images, including clone, copy, trace, shrink, stretch, significantly alter colour, flip, used within a montage, or artist’s reference. Such derivative work may be used only as permitted in accordance with a valid Invoice/Copyright Licence from PPL Media Ltd.

Releases and Permissions

  1. No valid model, property or other releases exist for any Image on our web site unless the existence of such releases is specified in writing by PPL Media Ltd
  2. The User agrees to indemnify and hold the Image Creators and PPL Media Ltd harmless against all claims arising out of the use of any Images where the existence of such release(s) has not been specified in writing by us as specified on our website pplmedia.com. In any event you agree, the limit of our liability shall be the sum paid to us per our Invoice/Copyright License for the use of particular Images.
  3. PPL Media Ltd does NOT provide rights or warranties with regard to the use of names, trademarks, logotypes, registered or copyrighted designs or works of art depicted within any Image. The User must satisfy themselves that all necessary rights, model releases, property releases, permissions or consents, which may be required for Reproduction, are obtained.

7.Condition of Digital Files

Where the User chooses to receive high-resolution Images in a digital format for Reproduction it is presumed by PPL Media that such Images have been received in good, useable condition, unless User notifies PPL Media otherwise within 5 business days of receipt of the Image files.

8. Copyright Notice
a) PPL Images are protected by copyright. All rights to the Images are owned by the Creators and licensed by the PPL Media Ltd. A copyright and credit line must be included with the reproduction of PPL Images in the following format:
i. For non-editorial use, the User agrees to provide copyright protection by placing proper copyright notice on any use. Proper use may be either “copyright Year Client Name” (which protects the whole and all of its component parts) or “copyright Year Creator’s Name/PPL” adjacent to or within the Image(s) (which protects the pictures themselves);
ii. If editorial use, you agree to provide a credit line in the form “copyright Creator’s Name/PPL” in type no smaller than that of related text, such credit line to appear adjacent to or within the Image(s).
(b) In the event of an incorrect or missing copyright or credit line, the User agrees that a reasonable amount of liquidated damages payable to PPL Media Ltd is an additional 50% of the fee specified in PPL Media’s Invoice/Copyright Licence.
(c) The Creator of the Image(s) hereby asserts his or her rights to be identified as author of the works in accordance with sections 77 and 78 of the Copyright, Designs and Patents Act 1988.

9. Samples of Printed Publications
Where PPL Images are used by in a print publication the User agrees to send to PPL Media Ltd, at their cost, two (2) free samples (“tear sheets”) of the relevant pages containing the Images, within thirty (30) days of publication. In other media, alternative evidence of use must be provided on requeste. Failure to supply tear sheets or such alternative evidence of use will be considered a material breach of these Terms and Conditions.

10. Term of Licence
The term of the Licence PPL issue to the User for use of high-resolution Images is for a period of twelve (12) months from the date of issuance ,unless otherwise specified. Our Agreement will terminate automatically without further notice once the permitted use and term specified in PPL Media’s Invoice/Copyright Licence have
been completed.

12. Invoicing
Customers who have established an account in good standing with the PPL Media Ltd have the option of receiving an Invoice for their use of high-resolution Images. However, until such an Invoice is issued for the applicable Reproduction fee, neither party is committed to grant or use any Reproduction rights in any of our Images. After a Reproduction fee has been agreed and an Invoice/Copyright License issued and subsequently paid,the User is granted specific reproduction rights and y may then use the Images, subject to these Terms and Conditions.

13. Payment
(a) The User has the right to reproduce PPL Images ONLY when the PPL Media Invoice/Copyright License is paid in full. Therefore, the User agrees to pay the PPL Media Ltd Invoice/Copyright License within 30 days of issuance.
(b) Any Reproduction by the User before payment of the relevant Invoice/Copyright License constitutes an infringement of copyright and a breach of this Agreement. This entitles PPL Media Ltd to rescind the Invoice/Copyright License and render the User lliable for the payment of damages. NO RIGHTS OF REPRODUCTION ARE GRANTED UNTIL PAYMENT IS RECEIVED
(c) If payment is not made in accordance with 13.(a) above then PPL Media Ltd may revoke the applicable Invoice/Copyright License and recover damages or, at our option, we may charge interest to you on the overdue amount at 4% above the official dealing rate of The Bank of England per annum on the outstanding balance.
14. Termination
Either party may terminate this Agreement without payment of compensation, or other damages caused to the other party solely by such termination, by giving written notice to the other party if any one of the following events occurs:
a) the other party commits a material breach of any of its obligations under this Agreement which cannot be remedied;
b) the other party fails to remedy, or persists in, any breach of any of its obligations under this Agreement after having been required in writing to remedy or desist from such breach within a period of 30 days;
c) the other party or any partner in the other party proposes a voluntary arrangement within the meaning of Section 1 or Section 253 of the UK Insolvency Act 1986, or an interim order is made in relation to the other party under Section 252 of the Insolvency Act 1986, or any other steps are taken or negotiations commenced by the other party or any of its creditors with a view to proposing any kind of composition, compromise or arrangement involving the other party and any of its creditors;
d) the other party is deemed unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986, or calls a meeting for the purpose of passing a resolution to wind it up, or such a resolution is passed, or a resolution is passed by the directors of the other party to seek a winding up or administration order, or the other party presents, or has presented, a petition to appoint an administrator, or has an administrative receiver, or receiver appointed for all or any part of its business, undertaking, property or assets.
e) in the event that PPL Media Ltd terminates this Agreement, the User must immediately:
(i) stop using PPL Images
(ii) delete the Images and all copies of them from all electronic and/or magnetic media and destroy all other copies of the Images within the User’s possession or control, or, upon request from PPL Media Ltd, return all such copies to

15. Anti-piracy and Unauthorised Use
(a) The User must provide PPL with any information which we might reasonably request regarding the anti-piracy measures you have undertaken, i.e., actions you have taken to ensure and prevent the illegal copying and reproduction of PPL media Images or Digital Media the by friends, associates, colleagues or co- workers.
(b) PPL calculates the fee specified in our Invoice/Copyright Licence by relying in good faith on the information the User provides for the intended use and reproduction specified in that Licence. When Images are used other than in accordance with this Agreement,/license including but not limited to the number of uses, the publication utilised, or the size of reproduction, PPL Media retains the option to forego our right to sue for copyright infringement and breach of contract if the User pays, as liquidated damages, a sum equal to three (3) times the normal fee which we would have charged for such use, within fourteen (14) days of PPL Media Invoicing for such fee. If the User fails to make such payment , PPL Media retains the right to sue the User for copyright infringement and breach of contract.

16. Indemnification
a) The Use shall indemnify and hold PPL Media harmless against all claims, loss, damage, proceedings or costs with respect to Images that have been reproduced without effective rights, model releases, permissions or consents.
b) The User agrees to indemnify and hold harmless PPL Media Ltd against all claims, demands, costs, damages and related expenses, whether foreseeable or not, arising directly or indirectly in respect of any claims that the reproduction of any Image provided to the User by PPL infringes the intellectual property rights of a third party. The term “Intellectual Property Rights” includes: copyright, database right, patents, registered designs, trademarks and service marks (whether registered or not), design right, and all similar property rights including those subsisting in any part of the world in drawings, software inventions and confidential information.
c) The User must not use or permit the use of PPL Images to defame any person or violate any person’s right of privacy or publicity, for any obscene or indecent purpose, or in any other way which is illegal or unlawful.
d) The User agrees not to use or permit the use of PPL Images as a trade or service mark, or claim any proprietary rights of any sort in the Image(s) or any part thereof. The User also agrees to indemnify and hold PPL Media harmless against any claim, loss, damage or liability of any kind (including reasonable legal fees and expenses) arising from any use of our Images other than in accordance with the terms of this Agreement.

17. Exclusions/Limitations of Liability
a) The User agrees to accept these Terms and Conditions with the full knowledge that PPL Media’s liability is limited and that the prices and charges payable have been calculated accordingly.
b) PPL Media Ltd provides its web site and online Images, the accompanying data (including captions) and any Digital Medium in which the Images are provided “as is” and on an “as available” basis without any representation or endorsement and without warranty of any kind, whether express or implied, including, but not limited to, warranties of satisfactory quality, fitness for a particular purpose, non-infringement, compatibility, security and accuracy. PPL Media does not warrant that use of the Images will be uninterrupted, error free or free of computer viruses or computer bugs, or that defects will be corrected, or give any warranty otherwise as to their functionality, accuracy, or reliability.
c) Except as specified in this Agreement, all express, statutory or implied representations, warranties and conditions, including but not limited to any implied warranty and/or condition of satisfactory quality, fitness for a particular purpose or non-infringement, are hereby disclaimed.
d) In no event will PPL Media Ltd be liable for any damages including, without limitation, indirect or consequential damages, or any damages whatsoever arising from use or loss of use, data or profits, whether in action of contract, negligence or other action, arising out of or in connection with these Terms and Conditions, including without limitation:
1.1.1. the use of or inability to use the Images or
1.1.2. the inability to obtain additional rights to the Images (including making additional copies). In any event, the limit of liability of t PPL Media Ltd shall be the fee paid for the Images .
e) Some U.S. states and countries outside the United Kingdom do not permit the exclusion or limitation of implied warranties or liability for certain categories of damages. Therefore, some or all of the limitations above may not apply to the User to the extent they are prohibited or superseded by the User’s state or national provisions.

18. Other Provisions
a) If any provision or portion of these Terms and Conditions should be determined to be illegal, invalid or otherwise unenforceable by reason of the laws of any state or country in which this Agreement is intended to be effective, then to the extent and within the jurisdiction which that provision is illegal, invalid or unenforceable it shall be severed and deleted from this Agreement and the remaining Terms and Conditions shall survive, remain in full force and effect and continue to be binding and enforceable.
b) From time to time PPL Media may change the contents of these Terms and Conditions, Privacy Policy, prices, license terms, and other information and data; these changes will be made without prior notice to you.

19. Interpretation, Governing Law & Disputes
These Terms and Conditions, as well as any disputes or claims arising under or relating to this Agreement, shall be governed by, and construed in accordance with, the laws of England. Disputes arising under this Agreement shall be exclusively subject to the jurisdiction of the courts of England. Notwithstanding the foregoing, PPL Media Ltd shall have the right to commence and prosecute any legal or reasonable action or proceeding before any non-English court of relevant jurisdiction to obtain injunctive or other relief in the event that, in the opinion of PPL Media Ltd, such action is necessary or desirable.
For the purpose of this Agreement the term “The Content” shall mean any photographic image, illustration, digital animation, film, video or other visual representation together with any auditory representation recorded in any format. If the User entering this agreement on behalf of an employer, the license granted and restrictions and limitations recited herein apply to both employer as well as to the User as a representative of said employer. Should The User cease working for that employer, the employer may continue to operate under this agreement. however, the User, on termination of that employment, is not entitled to take the original file or copy images included in this licence.

GRANT OF LICENSE
PPL Media ltd grants the User non-exclusive, non-transferable license to use and modify The Content subject to the restrictions contained herein.
This license Agreement DOES PERMIT the following uses of The Content. The User may use The Content in personal, professional, internal, editorial and client projects including printed materials, advertisements, packaging, presentations, video, on-line or multimedia projects.
This license Agreement DOES NOT PERMIT the following uses of The Content: T
a) The User may not post The Content on any electronic bulletin board, place The Content on-line in a downloadable format, under the terms of this Agreement use the Images in commercial products where the Images make up a significant part of the re-sale value of the product (i.e., postcards, posters, calendars, etc.). For such usages of an Image you must acquire an extended one-time Commercial Product Image Licence from PPL Media Ltd;
b) use any of the Images to promote a business that sells or licenses photographic images, or otherwise competes with PPL Media Ltd in any manner; or use The Content in a Website at a resolution higher than 72dpi.
c) The User may not use, or allow anyone else to use any of The Content to create pornographic, libellous, obscene or defamatory material.
d) The Content may not be copied in its entirety.
e) You may not rent, transfer or grant any rights to any Third Parties without written consent from PPL Media Ltd. The content may be distributed within the same company within a network or similar asset management system to no more than 10 named individuals within the company or similar legal entity. If the content is to be placed onto a network of servers accessible by more than 10 named individuals, please contact PPL Media you will require an additional Seat License for which you may need to purchase at an additional fee.
f) Using The Content in a way not covered by this Agreement or tis specifically prohibited, without prior written consent from PPL Media Ltd, is a violation of United States Federal and United Kingdom copyright law. This license is in force until it is terminated. If you do not comply with the terms and conditions above, this license PPL Media Ltd immediately and removed from all User Data servers, hard drives and memory cards.

COPYRIGHT
All The Content is copyright of PPL Media Ltd. or its licensors and is protected by the United Kingdom Copyright laws, international treaty provisions and other applicable laws. No title or intellectual property rights in The Content are transferred to the User. PPL Media Ltd retains all rights not expressly granted by this license Agreement.

LIMITED WARRANTY

PPL Media Ltd warrants The Content to be free from defects in material and workmanship for 90 days from delivery. Your sole and exclusive remedy for a breach of this warranty is the replacement of The Content or a refund of the purchase price, at the option of PPL Media Ltd.

PPL Media Ltd makes no other warranty nor agrees any other condition, representation or undertaking, either express or implied, of any nature, including as to merchantability, satisfactory quality, fitness for any particular use or compatibility with any computer or other kind of equipment. Neither, PPL Media Ltd nor any of its agents or employees shall be liable to any distributor or other reseller, customer, end user or other person or any indirect, incidental, special or consequential damages (including loss of profit, business, revenue, goodwill or anticipated savings) resulting from its performance or non-performance of this Agreement or the use of, or inability to use, The Content provided under this Agreement or arising (or which might be claimed) under any other cause of action or theory of claim. Moreover, the liability of PPL Media Ltd, its agents and employees in respect of any other cause of action (whether arising in tort, contract or otherwise and notwithstanding any negligence or other fault) shall in no event exceed the sales value of The Content. Some jurisdictions do not permit the restriction of liability in respect of death, personal injury, deceit nor the exclusion of certain implied conditions and/or warranties and, accordingly, the liability of PPL Media Ltd shall not be restricted to the extent that this is not legally permitted.

Quick Download Facility
The quick download facility allows the User to download high resolution images, without a commitment to use the image at the time of download.
Having access to this feature on the PPL website signifies that we have activated the feature on your account. Should the User take advantage of this quick download facility, then the following terms apply which are in addition to our standard terms and conditions available on PPL’s website.
The User must inform PPL Media before using the image and provide PPL with all relevant usage details. Upon confirmation of usage, an invoice will be raised which must be paid in full before the image can be used.
The User must inform PPL Media of any future additional use which will then be invoiced accordingly.
If the image downloaded is not to be used now or at any point in the future, then it must be deleted unless a special agreement has been authorised by PPL Media.
If the image is being retained for use or consideration of use at a much later date, then all relevant image and usage details must be retained for anyone else within the User organisation to contact PPL with any such usage requests.

GENERAL PROVISIONS
This Agreement will be governed by the laws in force in England excluding the application of its conflicts of law 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. The User agrees that The Content will not be shipped, transferred or exported into any country or used in any manner prohibited by the United States Export Administration Act or any other export laws, restrictions or regulations. PPL Media Ltd reserves the right to discontinue the license of The Content, for any reason and to elect to replace The Content with an alternative. Upon notice of any discontinuance of a license the User, employer and client if applicable, agree not to further use The Content so discontinued.
This Agreement shall automatically terminate upon failure by The User to comply with its terms.
PPL Media Ltd – 2023.
PO Box 78, Haslemere, Surrey, GU27 9GA, UK
Tel: +44 (0)7768 395719 Email: ppl@mistral.co.uk
Web: www.pplmedia.com