Terms and conditions

Terms and conditions by which a license to use the avidimages online photolibrary system is granted

Please read these terms and condition of use carefully before agreeing to make use of our services and provisions. If you do not agree to all of these terms and conditions you may not use our services. The use of our services signifies your agreement to be bound by these terms and conditions.  

Definitions:

Us, We - means QR8 Ltd. Registered in England No. 5353384, trading under the style of avidimages, and any authorised agents appointed by us.

You, Your - means a person or organisation who utilises the avidimages online photolibrary system, whether under license or other agreement.

Licensee - means a person or organisation who utilises the avidimages online photolibrary system under a license agreement with QR8 Ltd. or other party authorised by QR8 Ltd.

Content - means any and all digital material contained by an avidimages website, whether visible or as part of the underlying programming structure.

Digital asset - means material including but not limited to photographs, illustrations and artwork held in or transmitted via an avidimages website account by the Licensee.  

Purpose:

The purpose of the avidimages online photolibrary system is to provide the means by way of an avidimages website account for Licensees to display, market and offer for sale by download, digital still images in consideration for electronic payment directly to the Licensee. This service is provided by us in consideration of a periodic license fee as agreed at the time you sign up to use our system.  

Your agreement with us:

1) As Licensee you accept all responsibility and liability for the digital assets and any other material that you upload to, hold on or transmit via your avidimages website account and we make no claim whatsoever in regard to copyright or other intellectual rights over such material.

2) You explicitly agree that you have the legal right to transmit, display and/or offer for sale by license or other agreement any and all digital assets contained in your avidimages website account and that by doing so you are not in violation or infringement of any copyright, patent or other instrument of protection of third party rights.

3) You agree that, as Licensee, you are wholly responsible for the terms and conditions under which you agree to sell, license or otherwise assign rights of usage over the digital assets contained in or transmitted via your avidimages website account.

4) You also agree that under no circumstance will you upload, store or transmit any material that is obscene, indecent, illegal, unlawful, libellous, harmful, threatening, blasphemous, racist, or any that violates the rights including rights of privacy of any individual or party, to the extent of the laws of England and also of the laws governing the territory within which you operate. You further agree to indemnify us without limit of liability or extent of time against all and any loss, claim, legal or administrative costs that we may incur in this regard.

5) You agree to indemnify us and hold us harmless against any claim or loss or consequential loss arising directly or indirectly from your use of your avidimages website account. You further warrant to indemnify us against all legal and administrative costs arising from any action brought against us in connection with the digital assets you hold on or transmit via your avidimages website account.

6) You undertake to take all reasonable measures to ensure and protect the security of your avidimages website account in as far as your actions or inactions may affect such security. In practice this means you agree to keep confidential any means of accessing your avidimages website account including but not limited to your user password. Further, you agree to inform us immediately should your password or account become known to any third party or you suspect unauthorised access to your account. We expressly disclaim all liability in respect of unauthorised access to your account including any loss or consequential loss or claims arising from such access.

7) You agree that the avidimages name, the programming, software and storage mechanisms which underly the system is the intellectual property of QR8 Ltd. and that as a licensed avidimages website account holder you may not transfer or otherwise assign the right or ability to make use of our system to any third party without our explicit written consent.

8) You agree that we are in no way liable for the preservation or integrity of any digital assets held by or transmitted via your avidimages website account and that any such assets explicitly are copies of original material that you hold under separate provision and that this being the case the material contained in your account has no intrinsic value. You further agree that we take no part in, responsibility or liability for any financial transaction, exchange or consideration relating to the sale, transfer or assignation of rights of any digital assets held in or transmitted via your avidimages website account and that you indemnify us against any and all claims or losses arising from such transactions howsoever caused.

9) You agree that we act as a means of storage, display and sale of your digital assets and that our role is passive in as far as we do not screen, filter or otherwise implicitly or explicitly approve or endorse such material. You also agree that should we become aware of any real or perceived violation of the terms set out here that we have the absolute right to restrict access to and/or remove such material as is considered to be in such violation and also to suspend or terminate without notice your account with us should we consider this necessary and that this being the case we shall be under no obligation to offer any consideration in money or in kind or to return any digital assets to you.

10) As far as is allowed by law QR8 Ltd., its employees, directors or shareholders shall not be liable for any claim or loss or damages arising from the use, misuse or inability to use the services provided by us. Further, your use of our services is entirely at your own risk and we make no warranty in respect of fitness for any particular purpose, operational functionality, reliability or availability. You agree that from time to time and without notice we may modify any of the operational functionality of our services and our maximum liability to you shall be limited to the unused proportion of your monthly license fee in operation at such time.

11) Our agreement to provide our services to you as Licensee shall run from month to month upon receipt of or anticipation of receipt of the monthly license fee in operation at any given time. Either party may terminate this agreement with such notice as comprises the remainder of the month for which payment has been made or is due. Failure by the Licensee to pay the monthly license fee shall entitle us, though not oblige us, to terminate this agreement with immediate effect without liability or obligation.

12) You may request termination of your account with us at any time and you shall have no obligation to us beyond those stated in this agreement and the unused balance of the licence fee in operation during the month your termination instruction is received and acknowledged by us. In this case we undertake to remove your account and any associated material from our system as soon as is operationally practical. Termination in this way will mean that any digital assets associated with your account will not be returned to you and irrevocably shall no longer be available on or via our system. Termination of your account with us by either party shall not relieve you of the obligations arising out of this agreement or limit any liabilities, warranties or indemnifications contained herein.

13) We may at any time and without notice assign in whole or part our business operations and responsibilities together with these terms and conditions to any third party as is lawful.

14) By agreeing to these terms and conditions you accept them in their entirety.

15) These terms and conditions shall be subject to the jurisdiction of English law.

QR8 Ltd.
Sheffield Technology Park
Arundel Street
Sheffield
S1 2NS
UK