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END USER LICENCE AGREEMENT

Last Updated:29th November 2013

1. Introduction

RooM the Agency allows its registered users (“Members”) to from time to time download photographs, illustrations, images, vectors, videos, audio and other media content together with associated keywords, titles, descriptions and other information (collectively “Works”) from the website located at www.roomtheagency.com (the “Website”).


This RooM the agency End User Licence Agreement (“Agreement”) constitutes a legally binding agreement between you and RooM the Agency (“RooM”, “we”). It sets out the rights and obligations that will apply to you and RooM in relation to all Works (Rights Managed, Royalty Free and Editorial (Street) Licenced Material) downloaded by you from time to time from the Website (“Content”).


For the purposes of this Agreement “you” means you, or if you are accepting this Agreement on behalf of your employer or any corporate or other entity who is a Member (a “Corporate User”), means that CorporateUser.


This Agreement contains important legally binding provisions so please do read it carefully and make sure you understand its terms. Please make a note of the “last updated” date at the beginning of this Agreement to identify whether it has been updated since you first agreed it and re-review its terms if so.


By downloading, using or paying for Content you agree to be bound by this Agreement and comply with all of its terms. If you do not agree with any of the terms of this Agreement, you are not licensed to and should not download or use any Works from the Website.


We encourage you to print a copy of this Agreement for your future reference.

2. Grant of Licence

Subject to the terms of this Agreement RooM hereby grants you a licence to use the Content in accordance with the provisions below for the term of this Agreement. This licence is conditional upon your compliance with the terms of this Agreement and terminates in default of such compliance and/ or in default of payment in full of all licence fees and any other charges relating to any particular Content and licence from time to time.


You must not do anything with the Content that is not expressly permitted in the relevant licence in this Agreement.


RooM and its licensors retain all rights, title, and interest in and to the Content, including but not limited to all copyright, trade marks, patents, trade secrets, and all other proprietary rights. No rights in any Content are granted to you except the licences specified in this Agreement. Any title, right or interest arising in any compilation or derivative work created using the Content will not entitle you to use the Content except as permitted under this Agreement. You do not acquire ownership or any equivalent rights as a result of any licence under this Agreement.

3. Types of RooM the Agency Licences

The extent to which you are permitted to use any Content depends on the type of licence requested by you, and granted by RooM to you, in relation to the particular Content in question from time to time.


RooM may make all or some only of the following types of licences available to you in relation to Content: a RooM Basic RF Licence, a RooM Multi-Seat RF Licence, a RooM Unlimited Reproduction RF Licence, a RooM Product for Resale RF Licence, a RooM Rights Managed Licence and a RooM Editorial (Street) Licence (each a “RooM Licence”).


You acknowledge and agree that not all RooM Licences may be available in relation to any particular Content from time to time.


The rights granted under the different RooM Licences are set out in the sections 4, 5 and 6.

4. Royalty Free (RF) Licences

Subject to the terms of this Agreement RooM hereby grants you a worldwide, non-exclusive, non-sublicencable, non-transferable licence, solely to the extent stated in this Agreement. This licence is conditional upon your compliance with the terms of this Agreement and terminates in default of such compliance and/or in default of payment in full of all licence fees and any other charges relating to any particular Content and licence from time to time.


You must not do anything with the Content that is not expressly permitted in this Agreement.


RooM and its licensors retain all rights, title, and interest in and to the Content, including but not limited to all copyright, trade marks, patents, trade secrets, and all other proprietary rights. No rights in any Content are granted to you except the licences specified in this Agreement. Any title, right or interest arising in any compilation or derivative work created using the Content will not entitle you to use the Content except as permitted under this Agreement. You do not acquire ownership or any equivalent rights as a result of any licence under this Agreement.


BASIC RF LICENCE


Under the RooM Basic Licence which is applicable to all Royalty Free images, you are granted the right to:


  1. Download and copy into electronic storage the Content onto one (1) personal computer that may only be operated by you. If you are accepting this Agreement on behalf of a Corporate User, the relevant personal computer may only be operated by a single person at a time, acting under the direction or control of such Corporate User. You may not make the Content available for the use by multiple persons, or from multiple terminals. Network or server-based use of the Content is also not permitted.
  2. Subject to the restrictions of this Agreement and the Terms of Use as well as the restrictions set out in section 8 below, you may reproduce, publicly display, make certain works derived from, and distribute the Content for the permitted uses, and may distribute such works subject to the limits, set out below (the “Permitted Use”):
    1. advertising and promotional projects, including hard copy printed materials, product packaging, presentations, advertising and promotional purpose, film and video presentations, commercials, catalogues, brochures, promotional greeting cards and promotional postcards (i.e. not for resale or licence) up to 500,000 copies;
    2. publications such as books and book covers, magazines, newspapers, editorials, newsletters up to 500,000 copies, and including the resale of these publications;
    3. theatrical presentations, including video, webcast and broadcast, (unlimited copies), and including the resale of these presentations;
    4. on-line, electronic, and mobile publications and mobile applications, including web pages and advertising and promotional projects, to a maximum of 800 x 600 pixels display size (unlimited copies); and
    5. hard copy prints, posters and other reproductions for personal use, but not for resale, licence or further distribution, up to 500,000 copies. If there is any doubt that a proposed use is a Permitted Use, you should contact RooM Customer Service using the contact details given in section 18 below for assistance.
  3. You may not do anything with the Content that is not expressly sanctioned as a Permitted Use under section 4. For the avoidance of doubt, the following uses are prohibited under the RooM Basic Licence and you must not:
    1. conduct any electronic resale (including “on demand” sales): use of the Content in design template applications intended for resale, whether on-line or not, including, without limitation, website templates, Flash templates, business card templates, electronic greeting card templates, and brochure design templates;
    2. conduct any physical resale (including “on demand” physical sales): use of the Content in any posters (printed on paper, canvas or any other media) or other items for resale, licence or other distribution for profit, including using or displaying the Content on websites or other venues designed to induce or involving the sale, licence or other distribution of “on demand” products, including postcards, mugs, t-shirts and other apparel, fabric, posters, electronic templates, and other items (this includes custom designed websites); and
    3. install and use the Content in more than one location at a time or make available or post a copy of the Content on a network server or web server or by a third party provider for use by other users.


MULTI-SEAT RF LICENCE


Under the RooM Multi-Seat Licence as a Corporate User you are granted the rights available under the RooM Basic Licence in section 4 above and subject to the conditions of that licence, in addition to and as amended by the following rights:


Seat Restrictions: A Corporate User, and persons employed by or acting as agents under the direction and control of a Corporate User, may access, download and copy into permanent electronic storage the Content onto one or more personal computers or specific computer network file servers provided access to the content on such computers is securely confined to the persons employed by or acting as agents under the direction and control of that Corporate User.



UNLIMITED RF REPRODUCTION LICENCE


Under the RooM Unlimited Reproduction Licence you are granted the rights available under the RooM Basic Licence in section 4 above and subject to the conditions of that licence, in addition to and as amended by the following rights.


  1. Subject to the restrictions of this Agreement, in particular those set out at section 4 above, and the Terms of Use, you may reproduce, publicly display, make certain works derived from, and distribute the Content for the following uses, and may distribute such works subject to the limits, set out below:
    1. Unlimited copies for advertising and promotional projects, including hard copy printed materials, product packaging, presentations, advertising and promotional film and video presentations, commercials, catalogues, brochures, promotional greeting cards and promotional postcards (i.e. not for resale or licence);
    2. Unlimited copies for publications such as books and book covers, magazines, newspapers, editorials, newsletters and including the resale of these publications; and
    3. Unlimited online display size: on-line, electronic, and mobile publications and mobile applications, including web pages and advertising and promotional projects, containing Content displayed larger or smaller than 800 x 600 pixels.

For the avoidance of doubt, under the RooM Unlimited Reproduction Licence the rights available include those under the RooM Basic Licence relating to theatrical presentations and hard copy prints and other printed matter, section 4 above.



PRODUCT FOR RESALE RF LICENCE


Under the RooM Unlimited Reproduction Licence you are granted the rights available under the RooM Basic Licence in section 4 above and subject to the conditions of that licence, in addition to and as amended by the following rights.


Subject to the restrictions of this Agreement, in particular those set out at section 4 above, and the Terms of Use, you may reproduce, publicly display, make certain works derived from, and distribute the Content for the permitted uses, and may distribute such works subject to the limits, set out below:


  1. Non-paper products: The following products/merchandise bearing or incorporating licenced Content: mugs, T-shirts and other apparel, mouse pads, games (electronic, computer and all other media) toys, entertainment goods, framed artwork, or packing for the same, up to 10,000 impressions, for resale or other distribution for profit.
  2. Paper products: The following products/merchandise bearing or incorporating licenced Content in “hard copy” media: posters, calendars, cards, stationery items, stickers, up to 100,000 impressions, for resale or other distribution for profit.
  3. Electronic products: Items in downloadable, electronic or digital format intended for multiple distribution (unlimited copies): screensavers, web site templates, presentation templates, wallpapers, application or other software products and templates, (other than games) and Content used on or in connection with mobile devices, including but not limited to mobile telephones and personal digital assistants, for resale or other distribution for profit.
  4. Electronic “on demand” resale: Use of the Content in design template applications intended for resale, whether on-line or not, including, without limitation, website templates, Flash templates, business card templates, electronic greeting card templates, and brochure design templates; up to 100,000 copies.
  5. Physical “on demand” resale: Use or display of the Content on websites or other venues designed to induce or involving the sale or other distribution of “on demand” products, including postcards, mugs, t-shirts, posters, and other items (this includes custom designed websites); up to 10,000 Non-Paper and 100,000 Paper Product copies.

All Content must include the following credit line adjacent to the Licenced Material and Editorial Licenced Material: “Photographer’s name/RooM”.

5. Rights Managed (RM) Licence

Subject to the terms of this Agreement RooM hereby grants you a non-exclusive (unless otherwise negotiated and stated on the invoice), non-sublicencable, non-transferable licence, solely to the extent stated in this Agreement.


  1. Usage of the Content is strictly limited to the details specified on the invoice, specifically the use, medium, image placement, size of the image, print run, period of use and territories as well as any other additional restrictions that may be included. Unless otherwise stated, the use is limited to a single design or placement and the Content may only be reproduced once. Multiple use or extended use once the licence expires must be agreed with RooM in advance of further use to ensure that the rights are available for new products and designs. You may use the use the Content in any production process relating to the intended use provided that the appropriate copyright, trademark or propriety right is not removed.
  2. You may manipulate, crop and alter the Licenced Material, in addition to creating derivative works, provided you also ensure that any notice of copyright, trademark or propriety right is not removed. Editorial (Street) Licenced Material, however, may only be cropped and edited for technical quality reasons provided that the editorial integrity of the image is not affected - it must not under any circumstances be otherwise altered.
  3. You may download and copy into electronic storage the Content onto one (1) personal computer that may only be operated by you. If you are accepting this Agreement on behalf of a Corporate User the relevant personal computer may only be operated by a single person at a time, acting under the direction or control of such Corporate User. You may not make the Content available for the use by multiple persons, or from multiple terminals. Network or server- based use of the Content is also not permitted.
  4. Once the licence period (as outlined in the invoice) ends, you must immediately delete the Content from your computer and any other electronic storage system.
  5. This licence is conditional upon your compliance with the terms of this Agreement and terminates in default of such compliance and/or in default of payment in full of all licence fees and any other charges relating to any particular Content and licence from time to time.
  6. You must not do anything with the Content that is not expressly permitted in this Agreement.
  7. RooM and its licensors retain all rights, title, and interest in and to the Content, including but not limited to all copyright, trade marks, patents, trade secrets, and all other proprietary rights. No rights in any Content are granted to you except the licences specified in this Agreement. Any title, right or interest arising in any compilation or derivative work created using the Content will not entitle you to use the Content except as permitted under this Agreement. You do not acquire ownership or any equivalent rights as a result of any licence under this Agreement.
  8. All Content must include the following credit line adjacent to the Licenced Material and Editorial (Street) Licenced Material: “Photographer’s name/RooM”.

6. Grant of Editorial (Street) Licence

In addition to the applicable RM Licence terms listed above, additional rights and restrictions apply to Editorial (Street) Licenced Material as follows:


  1. Editorial (Street) Licenced Material may only be used for editorial purposes, specifically in a newspaper or magazine article, on a blog or website for descriptive purposes and in a non-commercial presentation. It must not under any circumstances be used for any commercial purpose including advertising, promotional, merchandising or endorsement use.
  2. In addition, you may also never use Editorial (Street) Licenced Material for advertorial use in supplements or sections where you pay or receive a fee from a third party advertiser or sponsor.
  3. Editorial Licenced (Street) Material is not model or property released.

7. General Restrictions

The following restrictions will apply to you irrespective of the type of any licence granted by RooM to you in relation to any particular Content from time to time. You may never:


  1. use the Content in any product, merchandise or service that results in a re-distribution or re-use of the Content or is otherwise made available in a manner that a person can access, extract or use the Content as an electronic file;
  2. use any Content or part thereof as part of a trade mark, service mark, logo, design, trade dress, business name, trade name or internet domain name;
  3. use the Content in any way that infringes the trade mark or rights in other intellectual property of any third party;
  4. use or display any Content that features a model or person in any manner that we (in our reasonable discretion) consider would lead a reasonable person to think that:
    1. such featured model or person uses or personally endorses any business, product, service, cause, association or other endeavour; or
    2. that such featured model or person is involved in a potentially sensitive subject matter, including but not limited to mental and physical health issues, social issues, creed, race, disability, gender, sexual or implied sexual activity or preferences, substance abuse, crime, physical or mental abuse, or any other subject matter that would reasonably likely to be offensive or unflattering;
  5. use the Content in any way that we (in our reasonable discretion) consider or that may under applicable under law be considered illegal, inflammatory, obscene, immoral, defamatory or pornographic in nature or would reasonably likely bring any person or property reflected in the Content into disrepute;
  6. remove any notice of copyright, trade mark or other proprietary right from any place in the Content;
  7. remove any notice of copyright, trade mark or other proprietary right from any place in the Content;
  8. use or display the Content in an electronic format that enables it to be downloaded or distributed via mobile devices or shared in any peer- to-peer or similar file sharing arrangement; or
  9. further sublicence, re-sell, rent, lend, assign or otherwise transfer or give away the Content or the rights granted under this Agreement.

8. Additional Software

Content may be available for download in alternate formats. To view and use Content in certain formats you may require additional software, which you must obtain from the manufacturer of such software, subject to any terms and conditions that such manufacturer may impose. Any such software is not included in the licence fee.

9. Fees and Taxes

You agree to:


  1. in relation to each particular item of Content and each applicable RooM Licence, pay RooM a licence fee in accordance with RooM’s royalties and payments policies in force from time to time; and
  2. to pay and be responsible for any and all sales taxes, use taxes, value added taxes and duties imposed by any jurisdiction as a result of any licence granted to you, or your use of the Content, pursuant to this Agreement.

10. Your Representations and Warranties

By downloading Content you represent and warrant to RooM that:


  1. you are an adult of 18 years or older and have legal capacity and the full power and authority to enter into this Agreement;
  2. if you are entering into this Agreement on behalf of your employer or another entity that is the Member as a Corporate User, you have the full actual and express authority to act on behalf of and to bind, and the Content (and the use thereof) is only for the benefit of your employer or other such entity.

11. Indemnity

  1. You agree to indemnify and keep indemnified RooM the Agency and its affiliates and their respective directors, officers, employees, agents, licensors and licensees (each an “Indemnified Party”) harmless from all claims, liability, losses, damages, cost and expenses (including allowed costs and reasonable legal fees and disbursements) arising out of or incurred by an Indemnified Party as a result of or in connection with”

    1. any breach by you of this Agreement; and
    2. any use by you of Content from time to time,

    including but not limited to any claims or actions made by any person against an Indemnified Party on the basis of infringement or violation of copyright, right to privacy or publicity or any other intellectual property, defamation, whether intentional or not.
  2. If we believe, in our discretion, that any situation or matter has arisen which could result in a claim by a third party or any such claim is brought against RooM or any other Indemnified Party we are entitled (but not obliged), by written notice to you, to assume the exclusive conduct and defence of such matter including the right to settle this upon any terms. You will in this case, at your expense, fully cooperate with us in relation to the conduct of such a matter.

12. Term and Consequences of Termination

This Agreement and all licences under it will be effective from the date you agree to be bound and will endure until terminated in accordance with this section 12 or as otherwise expressly provided in this Agreement. This Agreement and all licences under it will terminate without notice if you breach any of your obligations under it, including but not limited to failure to make payment in full of any licence fees or any other charges due to RooM in relation to any Content from time to time. Either party may at any time terminate this Agreement by giving written notice to this effect to the other.


Upon the termination of this Agreement for whatever reason you must:


  1. immediately cease to use the Content for any purpose;
  2. destroy and delete all copies of the Content; and
  3. c. upon request from RooM confirm in writing that you have complied with the obligations under this section 12 in full.

The termination of this Agreement will not affect any of your outstanding payment obligations under this Agreement or any other separate agreements between you and RooM.

Any provision which by its nature must survive the termination of this Agreement, including but not limited to sections 10, 11 and 13, in order to give effect to its meaning shall survive such termination.


Upon notice from RooM, or upon your knowledge that any Content is subject to a threatened, potential or actual claim for which RooM may be liable, you must immediately and at your own expense :

  1. stop using the Content and any permitted uses of the Content;
  2. delete or remove the Content and any permitted uses of the Content from your premises, computer systems and storage (electronic or physical) or in your control; and
  3. ensure that your clients, partners and any entity to whom you’ve provided Content or permitted uses do likewise.


RooM shall endeavour to provide you with equivalent replacement Content (which shall be determined by RooM in its reasonable commercial judgment) free of charge, but subject to the other terms and conditions of this Agreement.

13. Disclaimer and Limitation of Liability

ALL CONTENT IS PROVIDED WITHOUT ANY GUARANTEES, REPRESENTATIONS, CONDITIONS OR WARRANTIES WHATSOEVER. WE IN PARTICULAR DO NOT REPRESENT OR WARRANT THAT THE CONTENT WILL MEET YOUR REQUIREMENTS OR THAT ITS USE WILL BE UNINTERRUPTED OR ERROR FREE.


With regard to Editorial content and the use thereof, RooM does not make any representations or warranties whatsoever with respect to the use of locations, people, names, trademarks, logos, identifiable brands, uniforms, registered or copyrighted designs or works of art depicted in any image. It is your sole responsibility to consult with a legal advisor and to review the license agreement to make sure that you have secured all necessary rights, consents and permissions that may be required for the required reproduction of any such content.


RooM will not be responsible, or liable to you or any third party, for the accuracy or completeness of any image labelling or other indexing of the Content prepared or posted by us, you or any other user of the Website. To the extent permitted by applicable law, RooM hereby expressly excludes:


  1. All conditions, warranties and other terms which might otherwise be implied by statute, common law or the law of equity.
  2. Any liability for any direct, indirect or consequential loss or damage incurred by any user or Member in connection with the Content or in connection with the use, inability to use, retrieve or locate Content, or results of the use or exploitation of any Content, including, without limitation any liability for:

    1. loss of income or revenue;
    2. loss of business;
    3. loss of profits or contracts;
    4. loss of anticipated savings;
    5. loss of data;
    6. loss of goodwill;
    7. pure economic loss;
    8. wasted management or office time; and


    for any other expenses, charges, costs, loss or damage of any kind, however arising and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable, provided that this condition shall not prevent claims for loss of or damage to your tangible property or any other claims for direct financial loss that are not excluded by any of the categories set out above.

IN ANY EVENT ROOM’S TOTAL MAXIMUM AGGREGATE LIABILITY UNDER THIS AGREEMENT OR IN RELATION TO THE USE OR EXPLOITATION BY YOU OF ANY CONTENT LICENSED UNDER THIS AGREEMENT IN ANY MANNER OR FORM WHATSOEVER SHALL IN NO EVENT EXCEED ONE HUNDRED US DOLLARS ($100).


The provisions of this section 13 do not affect our liability for death or personal injury arising from our negligence, nor our liability for fraudulent misrepresentation, nor any other liability which cannot be excluded or limited under applicable law.

14. Changes to this Agreement and Application of Other RooM the Agency Agreements

RooM has the right to revise and amend the terms of this Agreement from time to time by RooM posting amended terms on the Website. Continued downloading of Works will be deemed acceptance by you of this Agreement as so amended so we encourage you to regularly check the Website for updates.


You acknowledge that this Agreement applies in addition to our Terms of Use, our Privacy Policy and all other documents and provisions applicable to the use of the Website (which are incorporated in this Agreement by reference). In the event that there is any inconsistency between this Agreement and the aforementioned documents the terms of this Agreement will prevail.

15. General

The relationship between you and RooM is that of independent contractors. Nothing in this Agreement is intended, or shall be deemed, to establish any partnership, agency or joint venture between you and RooM.


This Agreement is personal to you and is binding on your heirs, executors and legal representatives, as the case may be. You are not allowed to transfer, assign, charge or otherwise dispose of this Agreement or your rights and obligations under it to any person without RooM’s prior written consent but RooM may do any of these things.


If any court or competent authority finds that any provision of this Agreement (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of this Agreement shall not be affected. If any invalid, unenforceable or illegal provision of this Agreement would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.


If at any time RooM fails to exercise any of its rights or remedies under this Agreement, this will not constitute a waiver of such rights and remedies and will not relieve you from compliance with your obligations under this Agreement.


Unless expressly provided in this Agreement a person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement, but this does not affect any right or remedy of a third party which exists, or is available, apart from that Act. convenience of reference only and shall not affect in any way the meaning or interpretation of them. The headings of this Agreement are for


This Agreement is in the English language. In the case of its translation into any other language the English version shall govern.

16. Applicable Law and Jurisdiction

RooM and you agree that this Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) (“Claims”) shall be governed by and construed in accordance with the law of England and Wales.


RooM and you irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any Claims and hereby submit to the English courts’ jurisdiction. required notice or proceedings upon you by email, registered mail or overnight courier with proof of delivery notice, addressed to the last postal address or contact information provided by you from time to time in connection with your Membership Account. You consent to service of any

17. Contact

If you have any issues relating to this Agreement please contact RooM at sales@roomtheagency.com.