1) Definitions

i."Ikon" means New Paradigm Images Ltd trading as Ikon Images

ii."You" means the person or entity named as the client. If you are entering into an agreement on behalf of your employer the terms of the license apply to your employer and to you as a representative of your employer

iii."Image(s)" means the illustrations, artworks or other media You have selected and which are identified on your Invoice

iv."Reproduction" includes any form of copying or publication of the whole or part of any Image whether by printing, projection or other display (whether or not to an audience) by electronic, digital or mechanical means

v."Invoice" means the computer generated or pre-printed document provided by Ikon, which will include the name of the person, entity or client entering into an agreement, details of the Image(s) selected, the permitted scope of the Image(s) Reproduction and the corresponding price for this licensed material. Once paid this will serve as the Reproduction licence for the Image(s)

vi."License" means the non-exclusive (unless otherwise stated) non-sublicensable right grants You to reproduce the Image(s)

2) Grant Of Rights

i.Subject to the terms and conditions herein and payment by You of the licence fee and full compliance with the terms of the Licence, Ikon grants to You a non-exclusive (unless otherwise stated on the Invoice) non-sublicensable and non-assignable right to reproduce the Images(s) solely in the manner and for the purpose set out

ii.Unless otherwise stated Reproduction rights are limited to a single use only where a single use means a single Reproduction at one size for one project (such as magazine, brochure, mailing, website or presentation) and in one language only

iii.Use of the Image(s) is strictly limited to the use, medium, period of time, print run, size of Reproduction and territory specified in the Invoice. Any use before payment of the Invoice or outside the terms of the License constitutes an infringement of copyright as well as a breach of these terms and Conditions entitling us to rescind and claim damages

iv.You must not incorporate Image(s) (or any part of them) into a logo. trademark or service mark

v.Should You, through the use of the Image(s), create a derivative work You agree that You do not acquire copyright through the use of the Image(s) in that work and your use of this derivative work remains at all times subject to the terms of the Licence

vi.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 any other materials

vii.When you License period, as set out in the Invoice ends, You must promptly remove or delete the Image(s) from all storage systems. Any subsequent re-use(s) of the Image(s) must be agreed with Ikon in advance of the re-use to ensure the availability under the rights You require and then only after payment of a new Invoice

3) Copyright

i.No ownership or copyright in the image(s) shall pass to You by the grant of any Licence

ii.The Image(s) is protected by copyright and a copyright and credit line must be included with the Reproduction of the Image(s) in the following format :- Ikon Images followed by artists name

iii.You will retain the copyright notice, the name of Ikon and the respective artist, the Image(s) reference number and any other information or metadata that is embedded in the electronic file that comprises any Image(s) which You have downloaded from the website or otherwise received from Ikon. Failure to maintain the integrity of the copyright information will constitute a breach of this agreement

4) Warranty And Limitations Of Liability

i.You must satisfy yourself that all necessary rights, model releases or consents that may be required have been obtained and that the use of any Image(s) is not obscene, indecent or libellous or unlawful. Ikon makes no claim or warranty with regard to your use of content, text, people, trademarks or copyright material depicted in any Image(s) and You will indemnify Ikon in respect of any such claims, damages, costs or expenses arising from the use of any Images(s) supplied to You

ii.Except as specifically stated in the Licence, or as otherwise required by applicable law, neither Ikon nor its Directors, employees, content providers or contributors, will be liable for damages of any kind (including, without limitation, lost profits, incidental, or punitive damages) arising out of the License or your use of, or inability to use, the Image(s), whether or not we have been advised of the possibility of such damages

5) Payment Terms

i.Unless otherwise agreed by Ikon in writing, all Invoices are payable within 30 days

ii.You will have been deemed to have accepted these Terms and Conditions by confirming the purchase of the Images(s) or by downloading the Image(s) You have selected. If You do not wish to accept these Terms and Conditions, please delete the unused Image(s) and notify Ikon in writing within 10 days of receipt of this Invoice

iii.If You do not make full payment of an Invoice Ikon reserves 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

iv.Any Reproduction before payment of the Invoice or outside the terms of any License constitutes and infringement of copyright and also breach of these Terms and Conditions entitling Ikon to rescind and claim damages

6) Law and Disputes

i. Any License granted will be terminated immediately if You a) leave your post b) enter into voluntary or compulsory liquidation c) have a receiver appointed d) fail to perform any of your obligations under these terms and conditions with 28 days or our giving you notice to comply. In the event of termination all rights granted will immediately revert to Ikon and any further exploitation of the Image(s) shall constitute an infringement of copyright

ii.Any publication right (as defined in the Copyright and Related Rights Regulations Act 1996) arising from your use of the Image(s) shall rest with Ikon and You hereby assign all such rights arising to Ikon

iii.Failure by Ikon to exercise or enforce any rights will not be deemed to be a waiver of such rights nor bar their exercise or enforcement in future

iv.Should any disagreement arise the parties will attempt to settle by mutual agreement, if that is not successful then mediation accordance with The Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure and the parties jointly agree on the appointment of a mediator. If no agreement is reached within 28 days the mediator will be nominated by CEDR

v.These Terms and Conditions shall be governed by the laws of England and Wales and the parties agree to submit to the jurisdiction of the English courts