This licence is dated tThis licence is dated the date your Content is uploaded to The Great Imagining
(1) Your details as submitted when you created your account on www.thegreatimagining.earth and uploaded your Content to submit to The Great Imagining project (Licensor)
(2) The House of Fairy Tales incorporated in England and Wales with company number: 06604482 and registered in England with Charity registration number: 1140334, whose registered office is at 28 Bidder Street, London E16 4ST (Artist)
- The Artist operates the Site www.thegreatimagining.earth
- The Licensor is the proprietor of the Intellectual Property Rights (defined below) in the Content (defined below) and the Artist wishes to use the Content on the Site and display it as part of the The Great Imagining project and at their partner projects and any subsequent show commissioned.
- The parties have agreed that the Licensor shall provide the Content to the Artist and allow the Artist to use the Content on the Site subject to the terms and conditions set out in this licence.
The definitions and rules of interpretation in this clause apply in this licence.
Above the Fold: situated within the portion of a web page that is designed to be visible on a computer screen with a resolution of 640 pixels by 480 pixels without the need for the user to scroll horizontally or vertically through the page.
Banner Advertisement: an advertisement in the form of a banner appearing Above the Fold and containing a hypertext link to another website.
Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Content: the photograph, video, text or other digital content provided by the Licensor to the Artist for incorporation in the Site and the The Great Imagining project.
Delivery Materials: the materials comprising the Content in any electronic or physical form or to be delivered by the Licensor to the Organisation.
Effective Date: the date that the Licensor uploads the Content to the Site.
Intellectual Property Rights (IRP): patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, 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, and Intellectual Property Rights include, without limitation, any Marks.
Marks: any and all trade marks, trade names, service marks, trade dress, logos, URLs or identifying slogans of a party to this licence, whether or not registered.
Site: the website at http://www.thegreatimagining.earth.
Territory: the United Kingdom
Visitor: a visitor to the Site.
Visitor Data: all information provided by Visitors when visiting the Site.
1.2 Clause and schedule headings shall not affect the interpretation of this licence.
1.3 References to clauses and schedules are (unless otherwise provided) references to the clauses and schedules of this licence.
1.4 If there is an inconsistency between any of the provisions in the main body of this licence and the schedules, the provisions in the main body of this licence shall prevail.
1.5 Unless the context otherwise requires, words in the singular shall include the plural and those in the plural include the singular.
1.6 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.
1.7 Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
1.8 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.9This licence shall be binding on, and ensure to the benefit of, the parties to this licence and their respective personal representatives, successors and permitted assigns, and references to any party shall include that party’s personal representatives, successors and permitted assigns.
1.10 A reference to writing or written includes fax, email and electronic communication.
- GRANT OF LICENCE
2.1 Subject to Clause 2.2, during the term of this licence, the Licensor grants to the Artist a non-exclusive, royalty-free, transferable, sub-licensable, worldwide license to use, distribute, modify, run, copy, publicly perform or display, translate, and create derivative works of the Content.
2.2 The licence granted under Clause 2.1 permits the Organisation to:
(a) electronically reproduce and distribute, and publicly perform and display, the Content on the Site; and
(b) reproduce and distribute through any media now known, or hereafter developed, excerpts of the Content in advertisements (including Banner Advertisements) for, and in marketing and promotional materials related to, the Site.
2.3 The Licensor may request, based on reasonable objections, the removal of, or editorial revisions to, any of the Content that is published on the Site. The Artist shall use reasonable endeavours to take appropriate remedial action with respect to any such request within 72 hours of receipt of such request.
- PARTIES’ RESPONSIBILITIES
3.1The Licensor shall deliver the Delivery Materials to the Artist on or before the Delivery Date(s).
3.2 The Artist reserves the right to include the content on the Site.
3.3The Artist shall not include all or any part of the Content on the Site without proper attribution to the Licensor from time to time.
4.1Each party acknowledges and agrees for all purposes that all Marks associated with the other party or the other party’s services, products, literature, promotional materials or otherwise, whether or not registered, constitute the other party’s exclusive property.
4.2 Each party shall not use, register or attempt to register in any jurisdiction, or otherwise appropriate or adopt, any name, mark or logo that is confusingly similar to the other party’s Marks.
4.3 At no time during the term of this licence or thereafter shall either party attack, challenge or file any application with respect to any Mark of the other party.
The Licensor provides the Content royalty-free and no payment is expected nor will be demanded of the Artist.
6.1Each of the parties warrants to the other that it has full power and authority to enter into and perform this licence.
6.2The Licensor warrants to the Organisation that the Content, the Licensor’s Content:
(a) does not infringe any third party’s Intellectual Property Rights, other proprietary rights or rights of privacy;
(b) does not violate any law, statute, ordinance or regulation (including the laws and regulations governing export control);
(c) is not defamatory, trade libellous, unlawfully threatening or unlawfully harassing;
(d) is not obscene or pornographic or liable to incite racial hatred or acts of terrorism and do not contain images of child abuse;
(e) does not violate any laws regarding unfair competition, anti-discrimination or false advertising; and
(f) does not, to the best of the Licensor’s knowledge, contain any viruses or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information.
6.3 This licence sets out the full extent of the Licensor’s obligations and liabilities in respect of the supply of the Content. All conditions, warranties or other terms concerning the supply, purported supply or non-supply of the Content which might otherwise be implied into this licence or any collateral contract (whether by statute or otherwise) are hereby expressly excluded.
- LIMITATION OF REMEDIES AND LIABILITY
7.1Nothing in this licence shall operate to exclude or limit the Licensor’s liability for:
(a) death or personal injury caused by its negligence; or
(b) fraud; or
(c) any other liability which cannot be excluded or limited under applicable law.
7.2 The Licensor shall not be liable to the Organisation for any damage to software, damage to or loss of data, loss of profit, anticipated profits, revenues, anticipated savings, goodwill or business opportunity, or for any indirect or consequential loss or damage.
- INTELLECTUAL PROPERTY RIGHTS
8.1 The Organisation retains all Intellectual Property Rights in the Site and its Marks, and nothing in this licence shall be taken to grant any rights to the Licensor in respect of such Intellectual Property Rights.
8.2 Title to and ownership of all Intellectual Property Rights embodied by or otherwise incorporated into the Content shall remain with the Licensor. Except as expressly provided in this licence, nothing shall be construed to grant to the Organisation any right, title or interest in or to the Content.
8.3 Any and all Visitor Data (such as name, address and e-mail address) that is collected through any user registration process or otherwise shall be owned by the Organisation.
8.4 The Licensor shall indemnify the Artist against all costs, claims, damages, losses and expenses arising as a result of any claim or action that the Content or the Delivery Materials infringe any Intellectual Property Rights belonging to a third party.
8.5 The indemnity in 8.4 is subject to the following conditions:
8.6 The indemnity in Clause 8.5 is subject to the following conditions:
(a) the Artist promptly notifies the Licensor in writing of the claim or action;
(b) the Artist makes no admissions or settlements without the Licensor’s prior written consent; and
(c) the Artist gives the Licensor all information and assistance that the Licensor may reasonably require.
8.7 The indemnity in clause 8.4 may not be invoked to the extent that the action or claim arises out of the Licensor’s compliance with any designs, specifications, materials or instructions of the Organisation.
- TERM AND TERMINATION
This licence shall commence on the Effective Date. Unless terminated earlier in accordance with this Clause 9, this licence shall continue for 24 months (Initial Term) and shall automatically extend for 24 months (Extended Term) at the end of the Initial Term and at the end of each Extended Term. Either party may give written notice to the other party, not later than one month before the end of the Initial Term or the relevant Extended Term, to terminate this licence at the end of the Initial Term or the relevant Extended Term, as the case may be.
9.2 Without affecting any other right or remedy available to it, either party may terminate this licence with immediate effect by giving written notice to the other party if:
(a) the other party commits a material breach of any term of this licence which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so;
(b) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 as if the words “it is proved to the satisfaction of the court” did not appear in sections 123(1)(e) or 123(2) of the IA 1986;
(c) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with any of its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
(d) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
(e) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party;
(f) the holder of a qualifying floating charge over the assets of that other party has become entitled to appoint or has appointed an administrative receiver;
(g) a person becomes entitled to appoint a receiver over all or any of the assets of the other party or a receiver is appointed over all or any of the assets of the other party;
(h) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party’s assets and such attachment or process is not discharged within 14 days;
(i) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in Clause 9.2(b) to Clause 9.2(h) (inclusive); or
(j) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.
9.3 On expiry or termination of this licence:
(a) all provisions of this licence shall cease to have effect, except that any provision which can reasonably be inferred as continuing, or is expressly stated to continue, shall continue in full force and effect; and
(b) the Organisation shall promptly return to the Licensor the Content and all Delivery Materials or certify the erasure of the same from all of the Organisation’s computer and communications systems and devices used by it, including such systems and data storage services provided by third parties (to the extent technically and legally practicable).
- FORCE MAJEURE
Neither party shall be in breach of this agreement nor liable for delay in performing, or failure to perform, any of its obligations under this agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for 30 days, the party not affected may terminate this agreement by giving 30 days written notice to the affected party.
11.1 Any notice or other communication given to a party under or in connection with this agreement shall be in writing and shall be:
(a) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office if a company; or
(b) sent by email to the address specified in the registration document for the Licensor and in this agreement for the Organisation.
11.2 Any notice or communication shall be deemed to have been received:
- if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address;
- if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service.
- if sent by email, at 9.00 am on the next Business Day after transmission.
11.3 This Clause 11 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
- ENTIRE AGREEMENT
12.1 This licence constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, licences, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.This licence constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, licences, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
12.2 Each party acknowledges that in entering into this licence it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this licence.
12.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this licence.
- THIRD PARTY RIGHTS
No one other than a party to this licence, their successors and permitted assignees, shall have any right to enforce any of its terms.
- WAIVER AND RIGHTS AND REMEDIES
14.1 No failure or delay by a party to exercise any right or remedy provided under this licence or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
14.2 Except as expressly provided in this licence, the rights and remedies provided under this licence are in addition to, and not exclusive of, any rights or remedies provided by law.
15.1 If any provision or part-provision of this licence is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this licence.
15.2 If any provision or part-provision of this licence is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
- GOVERNING LAW
This licence and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
The parties irrevocably agree that the courts of England and Wales have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) that arises out of or in connection with this licence or its subject matter or formation .
This licence has been entered into on the date the Licensor uploads their photograph to the Organisation’s website.