Image Use Terms and Conditions

TERMS AND CONDITIONS OF IMAGE USE

You have made a request to Impey Showers Limited ("We", "Us") to use an image ("Image") made available to registered users of www.impeyshowers.com ("Our site").  Please read these Terms and Conditions of Image Use ("Terms") carefully.  By making use of the Image you confirm that you accept these Terms and that you agree to abide by them.  If you do not agree to these Terms, you must refrain from making use of the Image.  You agree the following with Us:

1.GRANT OF LICENCE

1.1 We are the owner or licensee of all intellectual property rights in the Image and all such rights are reserved.

1.2  Notwithstanding clause 1.1 and in consideration of payment to Us, if We demand it, of the licence fee defined below ("Licence Fee") and compliance by you with these Terms, We hereby grant to you a non-exclusive licence to use the Image for so long as We sell the product to which the Image relates (and you shall cease to use the Image if We notify you that We no longer sell such product) with all necessary consents including under the Copyright, Designs and Patents Act 1988 as amended from time to time or any enactment that replaces it to enable you to change, publish, distribute, exhibit, use and otherwise exploit the Image whether alone or incorporated in or in conjunction with other works worldwide ("Territory") [and in all media whether now known or hereafter devisedORand in the following forms of media] and for the sole purpose of promotion by you of the product sold by Us to which the Image relates ("Permitted Purpose") ("Licensed Rights").

2.  LICENCE FEE AND PAYMENT

The Licence Fee shall be £1 and is payable (but only if we demand it) upon you accepting these Terms.  You agree to pay the Licence Fee electronically on demand to such account as We may notify.

3. OUR UNDERTAKINGS

3.1       We hereby warrant and undertake that:

3.1.1    We are the sole owner of the Licensed Rights and have full authority to enter into a licence with you on these Terms;

3.1.2    the Image does not, to our reasonable knowledge and belief, incorporate any material that infringes the copyright or any other rights of any third party, including any right of confidentiality or privacy, nor does it contain any obscene, blasphemous or defamatory matter, and its exploitation shall not, to our reasonable knowledge or belief, place any person in contempt of court nor in breach of any provision of any statute;

3.1.3 We are not aware of any claim by any third party that the Image or any pre-existing material incorporating the Image or included within the Image, or the exploitation of the Image by either of Us, has infringed or will infringe any rights of any third party and We agree to immediately inform you if We become aware of any such claim.

3.2 We hereby waive in favour of you and all your assignees and successors in title all the moral rights in the Image to which We may be entitled under the Copyright, Designs and Patents Act 1988 as amended from time to time and under all similar legislation from time to time in force anywhere in the world to the extent necessary for you to exploit the Licensed Rights subject to these Terms.

4.  YOUR OBLIGATIONS

You hereby agree that:

4.1.1    you shall not exercise the Licensed Rights in any way that is or renders the Image obscene, defamatory or in breach of the privacy or any other rights of a third party or of any law in the Territory;

4.1.2    the Licensed Purpose notwithstanding, you shall not without our prior approval amend, adapt, use or position the Image so as to suggest that you or any of the persons appearing in the Image endorse any commercial product or service or any political party or belief or use tobacco or alcohol or drugs without our prior approval in writing; and

4.1.3  you shall secure all third-party permissions and clearances as is necessary to enable you to exercise the rights granted to you under this agreement.

4.1.4  you indemnify Us and shall at all times keep Us indemnified against all actions, proceeds, costs, claims and damages whatsoever incurred by or awarded against Us and compensation agreed by Us in consequence of any breach or non-performance by you of any of the warranties and undertakings in this agreement.

5.  CREDIT

You shall accord Us credit on any use or reproduction of the Image in the form "© [DATE OF CREATION OF IMAGE] Impey Showers Limited", such credit to be placed as close as possible to the parameters of the Image and shall provide contractually in agreements with all other parties who display the Image that they shall accord Us the same credit.

6.  OUR LIABILITY

6.1  To the extent permitted by law, We, other members of our group of companies and third parties connected to Us hereby expressly exclude:

6.1.1    All conditions, warranties and other terms in relation to use by you of the Image which might otherwise be implied by statute, common law or the law of equity, and

6.1.2    Any liability for any direct, indirect or consequential loss or damage incurred by you in connection with the use, inability to use, or results of the use of the Image, including:

6.1.2.1       loss of income or revenue;

6.1.2.2       loss of business;

6.1.2.3       loss of profits or contracts;

6.1.2.4       loss of anticipated savings;

6.1.2.5       loss of goodwill;

6.1.2.6       wasted management or office time; and

whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable.

6.2  We acknowledge that this clause 6 does not affect our liability or death or personal injury arising from our negligence, nor our liability for fraudulent misrepresentation or misrepresentation as to a fundamental matter, nor any other liability which cannot be excluded or limited under applicable law.

7.  RIGHT TO ASSIGN

We shall be entitled to assign or license all the rights granted to Us under this agreement to any third party. You shall not be entitled to assign or sub-license your rights under this agreement.

8.  GOVERNING LAW AND JURISDICTION

Your use of the Image and any dispute or claim arising out of it or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales. You irrevocably agree with Us that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with use of the Image by you or its subject matter or formation (including non-contractual disputes or claims).

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