Terms and Conditions for Alvey & Towers Website

IMPORTANT

Please ensure that you have read these terms and conditions before using this website. Your use of this website indicates your acceptance of these terms and conditions, and as such confirms that you agree to be bound by the terms and conditions of this agreement. If you do not wish to accept these terms and conditions do not use the website.

These terms and conditions constitute a legal agreement between you and Alvey & Towers. ("Alvey & Towers" "we" or "our"). Please read this agreement ("agreement") completely before continuing to use this website or download any image. If you do not agree, discontinue use of this site.

OWNERSHIP OF OUR WEBSITE

Alvey & Towers own and operate this website. All of the content displayed or featured on this website, including. but not limited to, photographs, images. graphics, text, illustrations and software ("Content"), is owned by Alvey & Towers, its licensors and its content providers.

INTELLECTUAL PROPERTY PROTECTION

All elements of Alvey & Towers websites, including but not limited to, the content and design, are protected by trademarking, copyright, moral rights, trademark and other laws relating to intellectual property rights. No portion or element of this website or its Content may be copied via any means unless explicitly permitted under this or another agreement with Alvey & Towers. The website Content and all related rights remain the exclusive prpoerty of Alvey & Towers or its licensors unless otherwise agreed.

INDEMNIFICATION IN THE EVENT OF BREACH

In the event of your breach of the Terms of this Agreement, or your unauthorised use of the Content and related rights, you agree to indemnify Alvey & Towers and its licensors against losses, expenses, costs or damages howsoever incurred by any or all of them.

USE OF THE WEBSITE

All of the images on this website are available for your use in layouts or comps, they may only be used commercially once you have entered into a licence agreement and paid the relevant fee,

Comp images will be watermarked and may only be used for your internal layouts for sample purposes or for proofing presentations to end clients only. Alvey & Towers does not grant you any licence to use these Images in any final materials distributed either internally or externally by yourself or your company, including any electronic or online system. Except for this limited, internal testing and sample use, Alvey & Towers grants you no other rights, and you may not distribute, sublicense or make available for use or distribution any comp images. On no account must any watermarked images be used for final reproduction in any format whatsoever.

RELEASES

Alvey & Towers gives no representation or warranties whatsoever as to the existence of any Release associated with the Image.

Alvey & Towers gives no representations or warranties whatsoever with respect to the use of names. trademarks, logos, uniforms, registered or copyrighted designs or works of art depicted in the Image.

You must satisfy yourself that all necessary rights, model releases, consents or permissions which may be required for lawful reproduction have been secured.

DISCLAIMERS

This website and its contents are provided "as is" and Alvey & Towers excludes to the fullest extent permitted by applicable law any warranty, express or implies, including, without limitation, any implies warranties of merchantability, satisfactory quality or fitness for a particular purpose. The functions embodied on, or in the materials of, this website are not warranted to be uninterrupted or without error. You, not Alvey & Towers, assume the entire cost of all necessary servicing, repair or correction due to your use of this website.

Except as specifically stated in these Terms, the Security & Privacy Policy, or elsewhere on this website, or as otherwise required by applicable law, neither Alvey & Towers nor its partners, licensors, content providers or other representatives will be liable for damages of any kind (including, without limitation, lost profits, direct, undirect, compensatory, consequential, exemplary, special, incidental, or punitive damages) arising out of, your inability to use, or the performance of this website or the Content whether or not we have been advised of the possibility of such damages.

There may be links to other websites from the Alvey & Towers website, however, these websites may not be controlled by Alvey & Towers and we are not responsible for any content contained on any such website or any loss suffered by you in relation to your use of such websites. You waive any and all claims against Alvey & Towers regarding the incusion of links to outsid ewebsites or your use of those websites.

Alvey & Towers uses reasonable efforts to ensure the accuracy, correctness and reliability of the Content, but we make no representations or warranties as to the Content's accuracy, correctness or reliability.

GOVERNING LAW AND JURISDICTION

This agreement is governed by the laws of England and Wales whose courts are the courts of exclusive jurisdiction.

This agreement will not be governed by the UNited Ntions Convention on contracts for the international sale of goods or any other similar convention or laws, the application of which are expressly excluded.

We reserve the right to change these Terms, the Security & Privacy Policy, prices, information and available contractual license terms featured on this website without notice. These conditions set out the entire agreement between Alvey & Towers and you relating to your use of this website.

No action of Alvey & Towers, other than an express written waiver of amendment, may be construed as a waiver or amendment of any of these Terms or Security & Privacy Policy. Should any clause of these Terms or Security & Privacy Policy be found unenforceable, wherever possible this will not affect any other clause and each will remain in full force and effect.
Alvey & Towers Rights-Managed End User Licence Agreement (EULA)

This is a legal agreement between you or your company, firm or other organisation ("you") and Alvey & Towers ("Alvey & Towers"). Alvey & Towers has been appointed agent by its Contributors to grant this Licence on their behalf.

Please read this agreement carefully in its entirety before you download or use any image. By confirming the purchase of the Image(s) or downloading the Image(s) you have selected from this website you agree to be bound by the terms of this EULA (the "Agreement") and the Image usage restrictions contained herein. If you do not wish to accept the terms of this Agreement, please delete the unused Image(s) and notify Alvey & Towers by email to the following address: office@alveyandtowers.com within ten days from the invoice date for a full refund.

Definitions

"Terms"
Means the terms and conditions set out in this Agreement and includes the terms contained in the Invoice. The terms contained in the Invoice replace those in this Agreement to the extent of any inconsistency.

"Contributor"
Means the owner(s) of the copyright in the Image(s) or their agent(s) who have submitted the Image(s) to Alvey & Towers.

"Alvey & Towers"
Means Alvey & Towers.

"Invoice"
Means the computer-generated or pre-printed invoice provided by Alvey & Towers that may include, without limitation, details of the Images selected, any limitations on the Licence in addition to those specified herein, the key terms of the Licence and the corresponding price for the Licence. The terms contained in the Invoice shall be incorporated into this Agreement and all references to the Agreement shall include those terms.

"Image(s)"
Means the Image(s) you have selected which are identified on the Invoice.

"Licence"
Means the non-exclusive (unless otherwise stated in the Invoice) non-sublicensable right Alvey & Towers grants to you to use the Image(s).

"Reproduction"
Includes any form of copying or publication of the whole or part of any Image whether by printing, slide projection or other display (whether or not to an audience), electronic, digital or mechanical means, use as a reference by an artist or in an artist’s illustration or by any other means. Reproduction further includes the copying or distortion or manipulation of the whole or part of any Image (for example, by computer, electronically, digitally by an artist or by any other means), even though the resulting image may not appear to a reasonable person to be derived from the original Image.

"Release"
Means a model or property release or any other release of a third party right or other permission which it is necessary or desirable to obtain in respect of any Image.
"Licence Fee"

Means any sum or sums payable to Alvey & Towers by you in respect of the Licence.

Contracting parties

The parties to this contract are Alvey & Towers and you. Alvey & Towers has been appointed agent by its Contributors to grant this Licence on their behalf.

Grant of rights and restrictions

Alvey & Towers grants to you a non-exclusive (unless otherwise stated on invoice), non-sublicensable and non-assignable right to Reproduce the Image(s) solely in the manner and for the purposes set out in the Invoice. This right may be exercised by your clients, provided that such clients agree to comply with all the Terms.

Use of the Image(s) is strictly limited to the use, medium, period of time, print run, placement, size of licensed material, territory and any other restrictions specified in the Invoice. You may utilize the Image in any production process that may be necessary for the intended use specified in the Invoice.

You must not incorporate Images (or any part of them) into a logo, trade mark or service mark.

Image(s) must not be used as references for creating drawings or other visual works unless specifically authorised in the Invoice.

Unless otherwise specified in the Invoice Image(s) may not be reproduced more than once within any design, editorial piece, advertisement or other work product.

A Licence to use an Image on or in a product does not imply any right on your part to use the Image in any manner in the advertising or promotion of such product, which right must be separately negotiated.

Alvey & Towers does not warrant the accuracy of the captioning, keywording or any other information associated with the Image(s).

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 other materials.

You must abide by any restriction on use notified to you by Alvey & Towers before, after or at the time of delivery of the Image(s), either in the information accompanying the Image(s), the Invoice or otherwise.

Alvey & Towers, after reasonable notice, may inspect any records, accounts and books relating to the Reproduction of any of the Image(s) to ensure that the Image(s) are being used in accordance with this Agreement.

You may store the Image(s) in a digital library, network configuration or similar arrangement to allow them to be viewed within your organisation and by your clients but you must retain the copyright symbol, the name of Alvey & Towers, the Image(s)’ identification numbers and any other information as may be invisibly embedded in the electronic files containing the original Image(s). When your licence period as set out in the Invoice ends, you must promptly delete the Image(s) from your computer or other electronic storage system. Any subsequent re-uses of the Image must be agreed with Alvey & Towers in advance of licensing to ensure the Image is available under the rights you require.

The Image(s) may not be sublicensed, resold or otherwise made available for use or distribution separately or detached from a product or web page. For example, the Image(s) may be used as an integral part of a web page design, but may not be made available for downloading separately or in a format designed or intended for permanent storage or re-use by website users. Similarly, your customers may be provided with copies of the Image(s) as an integral part of work product, but may not be provided with the Image(s) or permitted to use the Image(s) separately.

Copyright issues

No ownership or copyright in any Image shall pass to you by the issue of the Licence. Unless otherwise agreed in writing, if any Image is reproduced by you for editorial purposes (i.e. for any non-promotional purpose) you must include the credit line"Alvey & Towers", or any other credit line specified by Alvey & Towers. If a credit line is omitted then an additional fee equal to thirty percent (30%) of the original amount invoiced attributable to the Image in question shall be payable by you.

Warranty and limitation of liability

Alvey & Towers guarantees that should any Image have defects in material or workmanship and these are notified in writing to Alvey & Towers within thirty (30) days from the date of delivery of the Image then Alvey & Towers will either replace the Image with another digital copy of the Image free from defect or refund the Licence Fee paid by you to the extent attributable to the defective Image, at Alvey & Towers option.

Alvey & Towers makes no other warranty, express or implied, including, without limitation, any implied warranties of merchantability or fitness for a particular purpose. Neither Alvey & Towers nor its contributors shall be liable to you or any other person or entity by reason of any representation (unless fraudulent) or any implied warranty, condition or other term, or any duty at common law, or under the express terms of this Agreement for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the negligence of Alvey & Towers, its servants or agents or otherwise) which arises out of or in connection with this Agreement, even if Alvey & Towers has been advised of the possibility of such damages, costs or losses. Alvey & Towers maximum liability arising out of or in connection with your use of or inability to use the Image (whether in contract, tort or otherwise) shall, to the extent permitted by law, be limited to five (5) times the value paid by you for the relevant Image.

The terms of clause 5.ii shall not preclude any liability or claim for death or bodily injury or any claim arising from wilful default or gross negligence on the part of Alvey & Towers or any of its employees, agents or otherwise. Each provision of clause 5.ii is to be construed as a separate limitation (applying and surviving even if for any reason one or other of such provisions is held to be inapplicable, unreasonable or unenforceable in any circumstances) and shall remain in force notwithstanding the termination of this Agreement.

Payment

No Reproduction of any Image is authorised until payment in full has been received by Alvey & Towers. Any Reproduction by you or on your behalf prior to payment being received by Alvey & Towers constitutes a breach of this Agreement which entitles Alvey & Towers immediately to terminate this Agreement and further constitutes an infringement of copyright.

Indemnity

You agree to indemnify and hold Alvey & Towers and its Contributors harmless against any claims, damages, losses, expenses or costs, including legal costs, arising in any manner whatsoever from your unauthorised use of any Image supplied to you by Alvey & Towers, on behalf of the Contributor, or any other breach by you of any of your obligations under this Agreement.

Release information

Alvey & Towers gives no representations or warranties whatsoever as to the existence of any Releases associated with the Image(s).

Alvey & Towers gives no representations or warranties whatsoever with respect to the use of names, trade marks, logos, uniforms, registered or copyrighted designs or artistic works depicted in any Image.

You must satisfy yourself that all Releases as may be required for Reproduction of the Image(s) have been secured. You are solely responsible for obtaining all such Releases and the Licence is conditional in each case on your obtaining them. If you are unsure as to whether any Releases are needed for your Image usage, then it is your responsibility to consult with relevant parties. You shall not rely upon any representation or warranty given by Alvey & Towers employees or representatives save as set out in this Agreement.

Licence fee

The Licence Fee depends on the nature of the rights granted. You agree to notify Alvey & Towers in the event that you desire to expand the usage for the Image and pay any additional Licence Fee. Use of an Image in a manner not specifically authorised under the terms set out in the Invoice or otherwise in the Agreement constitutes a breach of the Agreement and an infringement of copyright.

Licence cancellation

Provided you have not used the Image(s) you may cancel the Licence within 30 days from the date of the Invoice by sending Alvey & Towers an email with notification of the cancellation to the following address: office@alveyandtowers.com

You may cancel the Licence within ten (10) days from the date of the Invoice without charge.
If you cancel less than thirty (30) days after the Invoice date, a cancellation fee of fifty (50%) percent of the Invoice will be charged.
After thirty (30) days, no cancellations will be accepted and the full amount of the invoice must be paid.
Cancelling the Licence revokes an right to publish, reproduce or use the Image(s) in any manner whatsoever.

Interest on overdue invoices and reasonable recovery costs

Unless otherwise agreed by us in writing, all Invoices are payable by you within 30 days.

If you do not make full payment of an Invoice on time we reserve 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.

Condition of images

You should make sure that you examine the Image(s) for possible defects (whether digital or otherwise) before sending the Image(s) for Reproduction. Subject to clause 5.1, Alvey & Towers shall not be liable for any loss or damage suffered by you or any third party arising from any alleged or actual defect in any Image or its caption or in any way from its Reproduction.

Downtime

Due to the nature of server provision, downtime and lost transmissions may occur as part of routine maintenance. You are advised to maintain a copy of your account status and details of Image(s) purchased.

Miscellaneous terms

The Licence will terminate immediately if you (a) enter into voluntary or compulsory liquidation, (b) have a receiver appointed or (c) fail to perform any of your obligations under the Agreement within 28 days of our giving you notice to comply. In the event of termination, all rights granted will immediately revert to us and any further exploitation of any Image shall constitute an infringement of copyright.

No variation of any of these Terms shall be effective unless in writing and signed by Alvey & Towers and you. No action of Alvey & Towers, other than an express written waiver, may be construed as a waiver of any clause of this Agreement. In the event that Alvey & Towers waives any specific part of this Agreement, such fact does not mean that any other part is waived. In the event of any inconsistency between the Terms and the terms contained in any purchase order or other communication sent by you, the terms of this Agreement shall prevail.

Should any clause of this Agreement be found unenforceable, that will not affect any other clause and each will remain in full force and effect.

This agreement, its validity and effect, shall be interpreted under and governed by the laws of England and be subject to the exclusive jurisdiction of the English courts. If Alvey & Towers is required to enforce its rights as a result of any breach of these terms, whether legal proceedings are commenced or not, you agree to indemnify Alvey & Towers in respect of all reasonable legal fees and costs incurred by Alvey & Towers in relation thereto.