PenCarrie Limited ("We" or "PenCarrie") own and operate the website www.pencarrie.com (the "Site"). This licence agreement is between PenCarrie and your company ("You" or "Company") and applies to all text, files, images, photos, sounds, applications, videos, specifications, product data, brochures, marketing campaigns and assets, brand images and other materials that you view and/or download from any pages of the Site or that we otherwise make available directly to You in any brand marketing material (collectively "Content").
In particular, this licence agreement applies to any Content containing images or video which displays human models ("Timed Content"). The Timed Content you receive from us can only be used for a limited period as set out in paragraph 2.2 below.
We hereby grant to You a limited, non-exclusive, revocable right and licence (with no right to sub-license):
to copy, cache, store, use, distribute, display, communicate, transmit and promote the Content on or through the Company's website solely for the purposes of marketing PenCarrie products and services; and
to use any trade marks within the Content on or through the Company's website solely for the purposes of marketing PenCarrie products and services, provided that You ensure they are displayed in accordance with any reasonable guidelines issued by PenCarrie from time to time, the goodwill relating to any such use accruing to and vesting in PenCarrie.
The licence granted to You under paragraph 2.1 of these terms and conditions in relation to all Timed Content expires on 31 December 2023. You must remove, replace or delete all Timed Content by 31 December 2023.
PenCarrie reserves all rights to publish the Content itself and to licence third parties to publish the Content.
You agree to display such copyright notices with the Content on the Company's website as PenCarrie reasonably directs.
3. Use of content
Unless You have PenCarrie's express written consent or You are expressly authorised by law to do so, You undertake that You shall not (and You shall procure that the Company's officers, employees, contractors, agents and assigns shall not):
use the Content for any purpose other than as set out in paragraph 2.1.1 and 2.1.2 above and at all after the date set out in paragraph 2.2;
do anything in relation to the Content, including altering it, modifying it or using it with any other material or advertisement, that might diminish the value of the Content or the trade marks or the reputation of PenCarrie;
do anything with or in relation to the Content that may breach any law or regulation including that is libellous, obscene or defamatory or that infringes the rights of any third party; or
alter or modify the Content in any way not reasonably necessary for the purpose set out in paragraph 2.1.1 and 2.1.2 above. For the avoidance of doubt, You may alter the size, orientation and presentation of images, photos and/or text for such purposes unless notified otherwise by PenCarrie.
If PenCarrie, following supply of the Content, deems the Content unsuitable for publication, PenCarrie reserves the right to require You to remove the Content and shall give You verbal and/or written notification of the requirement. You shall act on the notification and shall remove the Content from the Company's website within one hour of notification.
You acknowledge and agree that PenCarrie may cease to supply any of the Content to the Company and may terminate this licence agreement in its absolute discretion if You are in breach of any of the terms of these terms and conditions.
Upon termination or expiry of this licence agreement You must immediately and permanently delete or destroy (to the extent technically and legally practicable) all copies of any Content that are in your possession or control.
4. Intellectual property
You acknowledge and agree that all intellectual property rights in the Content and the trade marks vest and shall always remain vested in PenCarrie or its respective licensors and that You have no right, title or interest in or to such intellectual property rights other than as expressly set out in these terms and conditions.
Notwithstanding any other provision of these terms and conditions, each party's liability to the other shall not be limited in respect of: death or personal injury caused by the negligence of either party's officers, employees, contractors or agents; fraud or fraudulent misrepresentation; and any other liability which may not be excluded by law.
Subject to paragraph 5.1:
PenCarrie expressly excludes all conditions, warranties and other terms that might otherwise be implied by law into this licence agreement;
PenCarrie's entire liability to You in respect of any breach of our contractual obligations, breach of warranty, representation, statement or tortious act or omission including negligence arising in connection with this licence agreement shall be limited to £1,000; and
PenCarrie shall not be liable for any indirect or consequential loss, loss of profits, loss of anticipated savings, loss of business opportunity, loss of goodwill, loss or corruption of data or special damage even if PenCarrie was aware of the circumstances in which such special damage could arise.
You shall indemnify and hold PenCarrie harmless from and against any and all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by PenCarrie in relation to any claims brought against PenCarrie (including any claim in contract, tort, or for defamation, obscenity or breach of privacy) based on or resulting from any breach by the Company of the terms of this licence agreement.
7. Third parties
This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.
8. Governing law and jurisdiction
This agreement and any dispute or claim arising out of or in connection with it or its subject matter are governed by English law and each party irrevocably agrees to submit all disputes arising out of or in connection with this agreement (including non-contractual disputes or claims) to the exclusive jurisdiction of the English courts.