TERMS OF USE

The Important Bits

1. These Terms of Use apply to Your use of the website located at [www.superyachtmediabank.com] (“Site”) and any associated site or sites linked to it. By using the Site You agree to be bound by these term of use and any other terms set out on the Site including the Privacy Policy and Copyright/IP Policy as may be updated from time to time. If You do not wish to be bound by these terms of use, You must not use the Site. BY USING THE SITE, YOU AGREE TO THESE TERMS OF USE. IF YOU DO NOT AGREE, DO NOT USE THE SITE. In addition if You continue to use this Site, You will also be subject to any additional rules or conditions that may apply to a particular service or use of the Site from time to time.

2. All content on the Site belongs to Us including our trade marks, editorial content, photographs and images (“Content”). You may only view the Content on the Site only for Your own personal non-commercial use.  You must not copy, amend, alter or use in any way, the Content for any other purpose. You must not use the Content as an information or news source to create Your own content as it is a breach of Our rights. We will prosecute anyone who copies or otherwise uses Our Content in any way other than for their own personal and non-commercial use or as authorised by Us. 

3. We will monitor Your use of the Site to ensure that our Content is not being used in any way other than as expressly permitted by Us and Your use of the Site is Your acceptance to our monitoring of Your use. If You are a commercial user, You give us consent to monitor Your services to ensure that You have strictly complied with Our Terms of Use.

4. We accept no responsibility for any third party content or advertising on the Site.

The Other Legal Bits

We reserve the right, in Our sole discretion, to change, modify, add or remove portions of these Terms of Use, at any time. It is Your responsibility to check these Terms of Use periodically for changes. Your continued use of the Site following any changes will mean that You accept and agree to the changes. As long as You comply with these Terms of Use, We grant You a personal, non-exclusive, non-transferable, limited licence to enter and use the Site.

1. Definitions

"You" means you, the user of the Site and "Your" shall be interpreted accordingly. "We/Us" means Boat International Media Limited of

Boat International Media, 41 - 47 Hartfield Road, Wimbledon, SW19 3 RQ, London, United Kingdom.

and "Our" shall be interpreted accordingly. "Site" shall have the meaning as set out above. "User Information" means the personal details, which may be provided by You to Us via the Site. "Users" means the users of the Site collectively and/or individually as the context admits.

2. Acceptable Use

You agree that any use by You of the Site shall be in accordance with the following conditions:

2.1 You may not use any “deep-link”, “page-scrape”, “robot”, “spider” or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the Site or any Content, or in any way reproduce or circumvent the navigational structure or presentation of the Site or any Content, to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Site.  We reserve the right to monitor and to bar any such activity and Your use of the Site hereby authorises Us to monitor Your use of the Site and its Content.

2.2 You may not attempt to gain unauthorised access to any portion or feature of the Site, or any other systems or networks connected to the Site or its server, or to any of the services offered on or through the Site, by hacking, password “mining” or any other illegitimate means.

2.3 You may not probe, scan or test the vulnerability of the Site or any network connected to the Site, nor breach the security or authentication measures on the Site or any network connected to the Site. You may not reverse look-up, trace or seek to trace any information on any other User of or visitor to the Site, or any other customer of Ours, including any Site account not owned by You, to its source, or exploit the Site or any service or information made available or offered by or through the Site, in any way where the purpose is to reveal any information, including but not limited to personal identification or information, other than Your own information, as provided for by the Site.

2.4 You agree that You will not take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Site or Our systems or networks, or any systems or networks connected to the  Site.

2.5 You agree not to use any device, software or routine to interfere or attempt to interfere with the proper working of the Site or any transaction being conducted on the Site, or with any other User’s use of the Site.

2.6 You may not forge headers or otherwise manipulate identifiers in order to disguise the origin of any message or transmittal You send to the Site on or through the Site or any service offered on or through the Site. You may not pretend that You are, or that You represent, someone else, or impersonate any other individual or entity.

2.7 You may not use the Site or any Content for any purpose that is unlawful or prohibited by these Terms of Use, or to solicit the performance of any illegal activity or other activity which infringes Our rights of others.

2.8 You will not copy, download, reproduce, republish, frame, transmit in any manner whatsoever, any material on the Site except as is strictly necessary for Your own personal non-commercial home use.

2.9 Your Personal Information 
You will ensure that You, where required, will provide true accurate, current and complete information about Yourself on any registration form or otherwise and You shall promptly update such data to keep it true accurate, current and complete.  If You provide any information that is untrue, inaccurate or incomplete or We have reasonable grounds to suspect that such information is untrue, inaccurate, incomplete or otherwise, We reserve the right to suspend You from using this Site.

2.10 Security 
Certain features or services offered on or through the Site may require You to register (including setting up a User ID and password). You are entirely responsible for maintaining the confidentiality of Your registration information including your password, and for any and all activity that occurs under your registration as a result of your failing to keep this information secure and confidential. You agree to notify Us immediately of any unauthorised use of Your User ID or password, or any other breach of security. You may be held liable for losses incurred by Us or any other user of or visitor to the Site due to someone else using your User ID, password or account as a result of Your failing to keep your account information secure and confidential. You may not use anyone else’s User ID or password at any time without the express permission and consent of the holder of that User ID or password.  We cannot and will not be liable for any loss or damage arising from Your failure to comply with these obligations.

2.11 You will not intentionally or unintentionally violate any law, guideline, directive or any other regulation of any competent authority.

2.12 Site Content 
You acknowledge that We have no obligation to monitor content on the Site.  We have the right (but not the obligation) in Our discretion to refuse, move or remove any Content that is available on or via the Site.  You agree that You must evaluate and bear all risks associated with the use of any Content or any other feature of the Site including any reliance on the accuracy, completeness or usefulness of such content or the Site.

2.13 No Resale
You agree not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, any portion of the Site or any Content on it.

3. Third Party Websites and Advertisers

3.1 Linked Sites
This Site may contain links to other independent third-party websites (“Linked Sites”). These Linked Sites are provided solely as a convenience to Our Users. Such Linked Sites are not under Our control, and We are not responsible for and do not endorse the content of such Linked Sites, including any information or materials contained on such Linked Sites. You will need to make Your own independent judgment regarding Your interaction with these Linked Sites.

3.2 We do not endorse and shall not be held responsible or liable for any content, advertising, products or services on or available from any Linked Sites.

3.3 Third Party Advertisers: Any dealings between You and any third party advertisers or merchants found on or via the Site, including payment for and delivery of products, services and any other terms, conditions, warranties or representations associated with such dealings, are made between You and the relevant advertiser or merchant. Therefore, We are not responsible or liable for any loss or damage of any kind incurred as the result of any such dealings.

4. Content

4.1 All text, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, sounds, music, artwork and computer code (collectively, “Content”), including but not limited to the design, structure, selection, coordination, expression, “look and feel” and arrangement of such Content, contained on the Site is owned, controlled or licensed by or to Us, and is protected by law, copyright, patent and trademark laws, and various other intellectual property rights and unfair competition laws.

4.2 Except as expressly provided in these Terms of Use, no part of the Site and no Content may be copied, reproduced, republished, rewritten, used as a news source, uploaded, posted, publicly displayed, encoded, translated, transmitted or distributed in any way (including “mirroring”) to any other computer, server, website or other medium for publication or distribution or for any commercial enterprise or commercially exploited, without Our express prior written consent.

4.3 If You become aware of any such distribution, commercial exploitation or any other unauthorised use of Our Content, You agree to notify Us through our ‘contact us’ button.

5. Liability for information provided on the Site 

5.1 Third Party Content 
We are not liable for any material which is posted on the Site by any other person including advertisers and We are not responsible for and do not endorse such material.

5.2 We will not be held responsible or liable for the content, accuracy, timing or reliability of any information or statements contained within the Site, or for statements, advice and/or opinions made or given by Users (except as required by law). If You have any claim arising from the actions or statements of another User, You agree to pursue such a claim only against that User and not from Us.

5.3 We will endeavour to provide the Site using all reasonable care. Except as required by law, We will not be responsible or liable for the quality, accuracy or fitness for a particular purpose of the Site and do not promise that the material contained in the Site, or any of the functions contained in the Site or its server will operate without interruption or delay or will be error free, free of viruses or bugs or is compatible with any other software or material.

5.4 We will be liable for any fraudulent misrepresentations We make and for any death or personal injury caused by Our negligence. We will not be responsible or liable to You for any other loss or damage that You or any third party may suffer as a result of using or in connection with Your use of the Site.

6. Disclaimers

6.1 WE DO NOT PROMISE THAT THE SITE OR ANY CONTENT, SERVICE OR FEATURE OF THE SITE WILL BE ERROR-FREE OR UNINTERRUPTED, OR THAT ANY DEFECTS WILL BE CORRECTED, OR THAT YOUR USE OF THE SITE WILL PROVIDE SPECIFIC RESULTS. THE SITE AND ITS CONTENT ARE DELIVERED ON AN “AS-IS” AND “AS-AVAILABLE” BASIS. ALL INFORMATION PROVIDED ON THE SITE IS SUBJECT TO CHANGE WITHOUT NOTICE. WE CANNOT ENSURE THAT ANY FILES OR OTHER DATA YOU DOWNLOAD FROM THE SITE WILL BE FREE OF VIRUSES OR CONTAMINATION OR DESTRUCTIVE FEATURES. WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF ACCURACY, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WE DISCLAIM ANY AND ALL LIABILITY FOR THE ACTS, OMISSIONS AND CONDUCT OF ANY THIRD PARTIES IN CONNECTION WITH OR RELATED TO YOUR USE OF THE SITE AND/OR ANY SERVICE. YOU ASSUME TOTAL RESPONSIBILITY FOR YOUR USE OF THE SITE AND ANY LINKED SITES. YOUR SOLE REMEDY AGAINST US FOR DISSATISFACTION WITH THE SITE OR ANY CONTENT IS TO STOP USING THE SITE OR ANY SUCH CONTENT. THIS LIMITATION OF RELIEF IS A PART OF THE BARGAIN BETWEEN THE PARTIES.  USE OF THIS SERVICE IS AT YOUR OWN RISK.  THE SITE IS PROVIDED ON A ‘AS AVAILABLE’ BASIS. 

TO THE FULLEST EXTENT POSSIBLE WE DISCLAIM ALL WARRANTIES, CONDITIONS AND OTHER TERMS OF ANY KIND WHETHER EXPRESS OR IMPLIED INCLUDING BUT NOT LIMITED TO ANY IMPLIED TERMS OF MECHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND ANY TERM AS TO THE PROVISION OF THE SITE OR A SERVICE TO A STANDARD OF REASONABLE CARE AND SKILL OR AS TO NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY.  ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE IS DONE AT YOUR OWN DISCRETION AND AT YOUR OWN RISK AND THAT YOU WILL SOLELY REPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTED FORM THE DOWNLOAD OF ANY SUCH MATERIAL.  NO INFORMATION OR ADVICE WHETHER ORAL OR WRITTEN OBTAINED BY YOU FROM THE SITE OR US SHALL CREATE ANY WARRANTY OR OTHER OBLIGATION NOT EXPRESSLY SET OUT IN THESE TERMS OF USE.

6.2 The above disclaimer applies to any damages, liability or injuries caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft or destruction of or unauthorized access to, alteration of, or use, whether for breach of contract, tort, negligence or any other cause of action.

6.3 We reserve the right to do any of the following, at any time, without notice: (1) to modify, suspend or terminate operation of or access to the Site, or any portion of the Site, for any reason; (2) to modify or change the Site, or any portion of the Site, and any applicable policies or terms; and (3) to interrupt the operation of the Site, or any portion of the Site, as necessary to perform routine or non-routine maintenance, error correction, or other changes.

6.4 Limitation of Liability 
Except where prohibited by law, in no event will We be liable to You for any indirect, consequential, exemplary, incidental or punitive damages, including any indirect or consequential loss of (i) profits (ii) business interruption (iii) goodwill or reputation (iv) or otherwise,  even if  We has been advised of the possibility of such damages.

6.5 If, notwithstanding the other provisions of these Terms of Use, We are found to be liable to You for any damage or loss which arises out of or is in any way connected with your use of the Site or any Content, Our liability shall in no event exceed GBP£100.00.

7. Indemnity

7.1 You undertake to indemnify, on demand, and hold Us, our officers, directors, shareholders, predecessors, successors in interest, employees, agents, subsidiaries and affiliates, harmless from any demands, loss, liability, claims or expenses (including solicitors fees), made against Us by any third party due to or arising out of or in connection with Your use of the Site. 

8. Breach or Non-compliance with our Terms of Use

8.1 We may disclose any information We have about You (including Your identity) if We determine that such disclosure is necessary in connection with any investigation or complaint regarding Your use of the Site, or to identify, contact or bring legal action against someone who may be causing injury to or interference with (either intentionally or unintentionally) Our rights or property, or the rights or property of visitors to or Users of the Site, including Our customers and advertisers. We reserve the right at all times to disclose any information that We deem necessary to comply with any applicable law, regulation, legal process or governmental request. We also may disclose Your information when We determine that applicable law requires or permits such disclosure, including exchanging information with other companies and organisations for fraud protection purposes.

8.2 You acknowledge and agree that We may preserve any transmittal or communication by You with Us through the Site or any service offered on or through the Site, and may also disclose such data if required to do so by law or We determine that such preservation or disclosure is reasonably necessary to (1) comply with legal process, (2) enforce these Terms of Use, (3) respond to claims that any such data privacy breaches or the rights of others, or (4) protect Our rights, property or the personal safety of Our employees, Users of or visitors to the  Site, and the public.

8.3 You agree that We may, in Our sole discretion and without prior notice, terminate Your access to the Site and/or block Your future access to the Site if we determine that You have  breached or failed to comply with any one or more of these Terms of Use or other agreements or guidelines which may be associated with your use of the Site. You also agree that any  breach or non-compliance by You of these Terms of Use will constitute an unlawful and unfair business practice, and will cause irreparable harm to Us, for which monetary damages would be inadequate, and you consent to Us obtaining any injunctive or equitable relief that We may deem necessary or appropriate in such circumstances. These remedies are in addition to any other remedies We may have against You at law or in equity.

8.4 You agree that We may, in Our sole discretion and without prior notice, terminate your access to the Site, for cause, which includes (but is not limited to) (1) requests by law enforcement or other government agencies, (2) a request by You (self-initiated account deletions), (3) discontinuance or material modification of the Site or any service offered on or through the Site, or (4) unexpected technical issues or problems.

8.5 If We do take any legal action against You as a result of your breach of these Terms of Use, We will be entitled to recover from You, and You undertake to pay, on demand, all reasonable legal fees and costs of such action, in addition to any other relief granted to Us. You agree that We will not be liable to You or to any third party for termination of Your access to the Site as a result of any breach or non-compliance of these Terms of Use.

9. Privacy

9.1 We shall comply with all applicable UK data protection legislation from time to time in place in respect of any personal information relating to You gathered by Us.   For further information on our Privacy Policy please see here.

9.1 Please use the Feedback form on the Site to notify Us of any changes to the information You have previously given or if You wish to withdraw Your consent to Our using Your User Information for any stated purposes or for any form of promotional contact.

10. Termination at our Discretion

We reserve the right immediately to terminate Your use of the Site if You breach or do not comply with any of our Terms of Use or We have reasonable grounds to believe that You are likely to breach these terms and conditions or You otherwise engage in conduct which We determine in Our sole discretion to be unacceptable.

11. Modifications to Site

We reserve the right at any time to modify, discontinue, temporarily or permanently the Site or any part of it with or without notice.  You agree that We shall not be liable to You or to any third party for any modification, suspension or discontinuance of the Site or any part of it.

12. Our Proprietary Rights

You acknowledge and agree that the Site and any necessary software used in connection with the Site ("Software") contain proprietary and confidential information that is protected by applicable intellectual property and other laws. You further acknowledge and agree that content contained in sponsor advertisements or information presented to You through the Site or advertisers is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Except as expressly authorised by Boat International Media Limited or advertisers, You agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Sites or any part thereof or the Software, in whole or in part.

13. Governing Law; Dispute Resolution

13.1 You agree that all matters relating to Your access to or use of the Site, including all disputes, will be governed by the laws of England and without regard to its conflicts of laws provisions. You agree to the personal jurisdiction of the Courts of England and Wales and waive any objection to such jurisdiction or venue.

13.2 The preceding provision regarding venue does not apply if You are a consumer based in the European Unionhttp://www.superyachtmediabank.com/assetbank-superyacht/action/viewEditListItem?id=conditions&listOrder=2&languageId=1&url=/action/contentSearch - _msocom_1. Any claim under these Terms of Use must be brought within one (1) year after the cause of action arises, or such claim or cause of action is barred. Claims made under the separate terms and conditions of purchase for goods and services are not subject to this limitation. No recovery may be sought or received for damages other than out-of-pocket expenses, except that the prevailing party will be entitled to costs and legal fees.

13.3 In the event of any controversy or dispute between Us and You arising out of or in connection with Your use of the Site, the parties shall attempt, promptly and in good faith, to resolve any such dispute. If we are unable to resolve any such dispute within a reasonable time (not to exceed thirty (30) days), then either party may submit such controversy or dispute to mediation. If the dispute cannot be resolved through mediation, then the parties shall be free to pursue any right or remedy available to them under applicable law.

14. Feedback

Should You wish to make any comments to Us about the Site or if You have any questions relating to the same please contact Us at the Contact Us page on the Site.

15. Our Details

Superyacht Media c/o Boat International Media, 41 - 47 Hartfield Road, Wimbledon, SW193RQ, London, United Kingdom

 

LICENCE AGREEMENTS

Boat International Media Editorial, Rights-Managed and Rights-Ready Image and Footage Licence Agreement

Last updated: December 2010

THIS IS A LEGAL AGREEMENT (THE "AGREEMENT") BETWEEN LICENSEE, PURCHASER (IF ANY) AND BOAT INTERNATIONAL MEDIA. THIS AGREEMENT APPLIES TO LICENCES ISSUED VIA THE WEB AND VIA SALES REPRESENTATIVES, AND IS APPLICABLE TO ONLINE, DIGITAL AND PHYSICAL DELIVERY OF LICENSED MATERIAL. BY ORDERING A LICENCE, LICENSEE AND, IF APPLICABLE, PURCHASER, IS CONFIRMING THAT IT HAS CAPACITY TO FORM A CONTRACT UNDER ITS LOCAL LAWS.

1. Definitions. In this Agreement the following definitions apply:

1.1 "Editorial Licensed Material" means Licensed Material relating to events that are newsworthy or of public interest and identified as such on the Boat International Media Superyacht Media website.

1.2 "Invoice" means the computer-generated or pre-printed standard form invoice provided by Boat International Media setting out the Boat International Media licensing company and the terms agreed with the Licensee. The Invoice shall be incorporated into this Agreement and all references to the Agreement shall include the Invoice.

1.3 "Licensed Material" means any still image, video or video footage, audio product, visual representation generated optically, electronically, digitally or by any other means, including any negatives, transparencies, video imprints, prints, original digital files, or any other product protected by copyright, trademark, patent or other intellectual property rights, which is licensed to Licensee by Boat International Media under the terms of this Agreement. Any reference in this Agreement to the Licensed Material shall be to each individual item within the Licensed Material and also to the Licensed Material as a whole.

1.4 "Licensee" means the entity purchasing a licence hereunder or, if there is a separate Purchaser, the entity specifically designated as Licensee during the purchase process and set forth as such in the Invoice.

 1.5 "Licensee Work" means an end product or service that has been created by or on behalf of Licensee using independent skill and effort and that incorporates a Reproduction of the Licensed Material as well as other material.

 1.6 "Purchaser" means an entity purchasing the licence hereunder on behalf of a third-party Licensee.

 1.7 "Reproduction" and "Reproduce" mean any form of copying or publication of the whole or a part of any Licensed Material, via any medium and by whatever means, the distortion, alteration, cropping or manipulation of the whole or any part of the Licensed Material, and the creation of any derivative work from, or that incorporates, the Licensed Material.

 1.8 "Rights and Restrictions" means the information available to Licensee at the time of Licensed Material selection, either: (i) accompanying the Licensed Material on the Boat International Media' website (including all areas of the purchase process); (ii) in a written quote issued by Boat International Media; or (iii) in the editorial feed (if so delivered), and as might also be reflected in the Invoice. Such restrictions may include, without limitation, the permitted scope of use, duration of licence, any territory or other use restrictions applicable to the Licensed Material selected, and the corresponding price for the licence of such Licensed Material ("Licence Fee"). The Rights and Restrictions shall be incorporated into this Agreement and all references to the Agreement shall include the Rights and Restrictions.

2. Grant of Rights & Restrictions. Subject to the terms of this Agreement:

2.1 Boat International Media grants to Licensee a non-exclusive, non-sublicensable and non-assignable right to use and Reproduce the Licensed Material identified in the Invoice, solely to the extent explicitly stated in this Agreement. This right may be exercised by subcontractors of Licensee (including Purchaser) for preparation of the Licensee Work, provided that such subcontractors agree to abide by the terms of this Agreement.

2.2 Use of the Licensed Material 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 Rights and Restrictions. Licensee may utilise the Licensed Material in any production process as may be necessary for the intended use specified in the Rights and Restrictions, including as set forth in Section 2.1 above. Licensee may license and/or transfer ownership of any Licensee Work (but not any Licensed Material contained therein) as part of any distribution process as may be necessary or appropriate for the intended use specified in the Rights and Restrictions solely as part of the distribution process contemplated in the Rights and Restrictions in connection with the intended use specified therein.

2.3 Unless additional rights are stipulated in the Rights and Restrictions or granted pursuant to a separate licence agreement, Editorial Licensed Material may not be used for any commercial, promotional, endorsement, advertising or merchandising use. For clarification, in this Agreement use of Licensed Material in an "editorial" manner means use relating to events that are newsworthy or of public interest and expressly excludes any advertorial sections (i.e. sections or supplements in relation to which Licensee receives a fee from a third-party advertiser or sponsor).

2.4 Editorial Licensed Material may be cropped, provided that the editorial integrity of the Licensed Material is not compromised, but shall not, under any circumstances, otherwise be rotated, altered, changed or tampered with, either manually or electronically, without Boat International Media' prior written permission.

2.5 While efforts have been made to correctly caption the subject matter of, and to provide other information (including metadata) related to, the Licensed Material, Boat International Media does not warrant the accuracy of such information.

2.6 Pornographic, defamatory or otherwise unlawful use of Licensed Material is strictly prohibited, whether directly or in context or juxtaposition with other material or subject matter. Licensee shall also comply with any applicable regulations and/or industry codes. 

2.7 If any Licensed Material featuring a model or property is used in connection with a subject that would be unflattering or controversial to a reasonable person (except for Editorial Material used in an editorial manner), Licensee must accompany each such use with a statement that indicates that: (i) the Licensed Material is being used for illustrative purposes only; and (ii) any person depicted in the Licensed Material, if any, is a model.

2.8 Licensed Material shall not be incorporated into a logo, corporate ID, trademark or service mark, without obtaining the prior written consent of Boat International Media.

2.9 Licensee may not make the Licensed Material available in any medium in a manner intended to allow or invite a third party to download, extract or access the Licensed Material as a standalone file, such as for a screensaver.

2.10

Editorial Licensed Material may not be modified, reconfigured or repurposed for use in any mobile-directed web sites or mobile applications that are specifically created for viewing of Licensed Material and/or the Licensee Work on mobile devices, without obtaining the prior written consent of Boat International Media, which consent might require payment of an additional Licence Fee. For clarification, this restriction on mobile use is not breached if Licensed Material that is licensed for website use can be viewed via mobile devices in a "pull" (as opposed to "push") fashion, provided it is not so specifically modified, reconfigured or repurposed for this purpose.

2.11 Unless otherwise specified in the Rights and Restrictions, Licensee may not, directly or indirectly, Reproduce the Licensee Work in any secondary Reproductions, such as compilations, screen shots, in-context promotions or on file-sharing or social networking websites such as YouTube, Facebook, MySpace, Bebo, etc.

2.12 Licensed Material shall not be used contrary to the Rights and Restrictions.

2.13 Where Purchaser is licensing Licensed Material on behalf of a Licensee, Purchaser hereby represents and warrants that: (i) Purchaser is authorised to act as an agent on behalf of Licensee and has full power and authority to bind Licensee to this Agreement; and (ii) if Licensee subsequently disputes such power or authority, Purchaser shall be liable for any failure of Licensee to comply with the terms of this Agreement. Nothing in this Section 2.13 shall excuse Purchaser's obligation to make payment to Boat International Media of the Licence Fee.

2.14 Licensee may not falsely represent, expressly or impliedly, that Licensee is the original creator of a visual work that derives a substantial part of its artistic components from the Licensed Material.

2.15 If the Rights and Restrictions include website use, Licensee shall post terms and conditions on its permitted websites that include restrictions on downloading the Licensed Material for purposes other than personal use, and prohibit republication, retransmission, reproduction or other use of the Licensed Material.

3. Credit and Intellectual Property.

3.1 Copyright. No ownership or copyright in any Licensed Material shall pass to Licensee by the issuance of the licence contained in this Agreement. Except as expressly stated in this Agreement, Boat International Media grants Licensee no right or licence, express or implied, to the Licensed Material. 

3.2 Trademarks. In connection with the use of "Boat International Media" or any other of Boat International Media' or its partners' trade names, trademarks, logos or service marks, including the names of all Licensed Material collections ("Marks"), Licensee acknowledges and agrees that (i) such Marks are and shall remain the sole property of Boat International Media or its partners; (ii) except as expressly required in order to satisfy the credit obligations under this Agreement, nothing shall confer upon Licensee any right of use in or to the Marks; and (iii) Licensee shall not now or in the future contest the validity of the Marks.

3.3 Photo Credit. Except as otherwise noted in Section 10, all Licensed Material used in an editorial context must include the following credit line adjacent to the Licensed Material: "[Photographer's Name]/[Collection Name]/Superyacht Media" or as otherwise shown on the Boat International Media website. If Licensee omits the credit, an additional fee in an amount up to one hundred percent (100%) of the Licence Fee may be payable by Licensee, at Boat International Media' sole discretion. The foregoing fee shall be in addition to any other rights or remedies that Boat International Media may have at law or in equity. 

3.4 Audio/Visual Production Credit. If Licensed Material is used in an audio/visual production in either an editorial context or a non-editorial context but where a credits are accorded to other providers of licensed material, credit shall be accorded, where technically feasible, in equal size and comparable placement to such credit(s), substantially in the following form: "[Footage] [Imagery] supplied by [Collection Name]/Superyacht Media".

3.5 Notice of Violations. Licensee will immediately notify Boat International Media if it becomes aware or suspects that any third party that has gained access to the Licensed Material through Licensee is wrongfully using the Licensed Material, in whole or in part, or is violating any of Boat International Media' intellectual property rights, including, but not limited to, Marks and copyrights.

4. Releases.

4.1 Boat International Media will notify Licensee in the Rights and Restrictions if it has obtained a model release and/or a property release for Licensed Material. The warranty and indemnity set forth in Sections 5.1(iv) and 6.1 below are only provided if and when such written notification is given. If no such notification is given, then no such model or property release has been obtained. No releases are generally obtained for Editorial Licensed Material. Licensee acknowledges that some jurisdictions provide legal protection against a person's image, likeness or property being used for commercial purposes when they have not provided a release. Licensee shall be responsible for payment of any amounts that may be due under, and compliance with any other terms of, any applicable collective bargaining agreement(s) (such as Screen Actors Guild in the US) as a result of Licensee's use of the Licensed Material.

4.2 Except where Licensee is specifically notified that a model and/or property release has been obtained, Boat International Media does not grant any right nor make any warranty with regard to the use of names, people, trademarks, trade dress, logos, registered, unregistered or copyrighted audio, designs or works of art or architecture depicted in any Licensed Material. Licensee shall be solely responsible for determining whether release(s) is/are required in connection with any proposed use of Licensed Material, and Licensee shall be responsible for obtaining such release(s).

5. Warranty and Limitation of Liability.

5.1 Boat International Media warrants that: (i) the Licensed Material will be free from defects in material and workmanship for thirty (30) days from delivery (Licensee's sole and exclusive remedy for a breach of this warranty being the replacement of the Licensed Material); (ii) it has all necessary rights and authority to enter into and perform this Agreement; (iii) Licensee's use of the Licensed Material in accordance with this Agreement and in the form delivered by Boat International Media (i.e., excluding any modifications, overlays or re-focusing by Licensee) will not infringe on any copyrights or moral rights of any person or entity; and (iv) if a release is provided by Boat International Media pursuant to Section 4.1, Licensee's use of the Licensed Material in accordance with this Agreement and in the form delivered by Boat International Media (i.e., excluding any modifications, overlays or re-focusing by Licensee) will not, where a property release is provided, infringe on any trademark or other intellectual property right and/or will not, where a model release is provided, violate any right of privacy or right of publicity.

5.2 BOAT INTERNATIONAL MEDIA DOES NOT MAKE ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE LICENSED MATERIAL OR ITS DELIVERY SYSTEMS, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. BOAT INTERNATIONAL MEDIA SHALL NOT BE LIABLE TO LICENSEE OR ANY OTHER PERSON OR ENTITY FOR ANY PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR OTHER SIMILAR DAMAGES, COSTS OR LOSSES ARISING OUT OF THIS AGREEMENT, EVEN IF BOAT INTERNATIONAL MEDIA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES. SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES OR LIABILITY FOR CERTAIN CATEGORIES OF DAMAGES. BOAT INTERNATIONAL MEDIA SHALL NOT BE LIABLE FOR ANY DAMAGES, COSTS OR LOSSES ARISING OUT OF OR AS A RESULT OF MODIFICATIONS MADE TO THE LICENSED MATERIAL BY LICENSEE OR THE CONTEXT IN WHICH LICENSED MATERIAL IS USED IN A LICENSEE WORK.

6. Indemnification.

6.1 Provided Licensed Material is only used in accordance with this Agreement and Licensee is not otherwise in breach of this Agreement and as Licensee's sole and exclusive remedy for any breach of the warranties set forth in Section 5.1(ii)-(iv) above, Boat International Media shall, subject to the terms of Section 5.2 above and Sections 6.3 and 11.4, defend, indemnify and hold harmless Licensee and its parent, subsidiaries and commonly owned or controlled affiliates and their respective officers, directors and employees from all damages, liabilities and expenses (including reasonable outside attorney fees), arising out of or or as a result of claims by third parties ( “Claims”) relating to any actual or alleged breach by Boat International Media of its warranties set forth in Section 5.1(ii)-(iv) above. Boat International Media shall have no obligation under this Section 6.1 for any Claims that arise out of or are a result of: (i) Licensee’s modification, overlay or re-focusing of the Licensed Material, where the Claim would not have arisen but for the modification, overlay or re-focusing made by Licensee; (ii) the context in which Licensed Material is used in a Licensee Work; where the Claim would not have arisen but for such context; or (iii) Licensee’s failure to comply with the terms of this Agreement. The foregoing states Boat International Media' entire indemnification obligation under this Agreement.

6.2 Licensee shall, subject to the terms of Section 6.3 below, defend, indemnify and hold harmless Boat International Media and its parent, subsidiaries, commonly owned or controlled affiliates, and content providers and their respective officers, directors and employees from all damages, liabilities and expenses (including reasonable outside attorneys' fees), arising out of or as a result of claims by third parties relating to: (i) Licensee's use of any Licensed Material outside the scope of this Agreement; (ii) any other actual or alleged breach by Licensee of this Agreement; or (iii) Licensee's failure to obtain any required release.

6.3 The party seeking indemnification pursuant to this Section 6 shall promptly notify the other party of such claim. At indemnifying party's option, indemnifying party may assume the handling, settlement or defence of any claim or litigation, in which event indemnified party shall cooperate in the defence of any such claim or litigation as may be reasonably requested by indemnifying party. Indemnified party shall have the right to participate in such litigation, at its expense, through counsel selected by indemnified party. Indemnifying party will not be liable for legal fees and other costs incurred prior to the other party giving notice of the claim for which indemnity is sought and Boat International Media shall not be liable for any losses arising from Licensee's failure to discontinue use pursuant to Section 11.4 below.

7. Condition of Licensed Material.
Licensee should examine all Licensed Material for possible defects (whether digital or otherwise) before sending any Licensed Material for Reproduction. Without prejudice to Section 5.1(i) above, Boat International Media shall not be liable for any loss or damage suffered by Licensee or any third party, whether directly or indirectly, arising from any alleged or actual defect in any Licensed Material or its caption or in any way from its Reproduction.

8. Licence Cancellation Fee.
If Licensee or Purchaser requests in writing to cancel this Agreement within 30 days of the date of receipt by Licensee or Purchaser of the Licensed Material, and such Licensed Material has not been used by Licensee, Boat International Media may cancel this Agreement and issue a credit to Licensee's or Purchaser's account or credit card as follows: (i) with respect to non-footage Licensed Material only, an amount up to 100% of the Licence Fee may be credited if the request is received within 7 days of receipt of the Licensed Material; or (ii) an amount up to 50% of the Licence Fee may be credited if the request is received between 8 and 30 days of receipt of the Licensed Material (or any time within the first 30 days for footage); in each case an administration fee of US$50 (or local currency variation) will be charged. No credits are available for any cancellation request received after 30 days from receipt of Licensed Material. Nothing in this Section 8 shall apply to research, lab, service, or subscription fees which shall be payable according to the terms stated on the Invoice and shall be non-refundable.

9. Electronic Invoicing; Interest on Overdue Invoices.
Licensee and Purchaser agree to receive invoices from Boat International Media electronically via the email address associated with Licensee’s and/or Purchaser’s Boat International Media account. If Licensee fails to pay Boat International Media' Invoice in full within the time specified in the Invoice, Boat International Media may add a service charge of one-and-one-half percent (1.5%) per month, or such lesser amount as is allowed by law, on any unpaid balance until payment is received.

10. Miscellaneous Terms.

10.1 Unauthorised Use and Termination. Any use of Licensed Material in a manner not expressly authorised by this Agreement constitutes copyright infringement, entitling Boat International Media to exercise all rights and remedies available to it under copyright laws around the world. Licensee shall be responsible for any damages resulting from any such copyright infringement, including any claims by a third party. In addition and without prejudice to Boat International Media' other remedies under this Agreement, Boat International Media reserves the right to charge and Licensee agrees to pay a fee equal to up to five (5) times Boat International Media' standard licence fee for the unauthorised use of the Licensed Material. Boat International Media reserves the right to terminate this Agreement in the event Licensee: (i) enters the Agreement after having received notice of unauthorised use from Boat International Media relating to the Licensed Material; (ii) provides inaccurate information regarding its proposed use of the Licensed Material at the time of entering the Agreement; (iii) fails to pay the Licence Fee on the due date; or (iv) otherwise breaches the terms of this Agreement. Upon termination, Licensee must immediately (I) stop using the Licensed Material; and (II) destroy or, upon the request of Boat International Media, return to Boat International Media the Licensed Material and, in the case of termination by Boat International Media for cause, the Licensee Work in the possession or control of Licensee. 

10.2 Audit/Certificate of Compliance. Upon reasonable notice, Licensee shall provide sample copies of Reproductions containing Licensed Material to Boat International Media. In addition, upon reasonable notice, Boat International Media may, at its discretion, either through its own employees or through a third party, audit Licensee's records directly related to this Agreement and use of Licensed Material in order to verify compliance with the terms of this Agreement. If any such audit reveals an underpayment by Licensee to Boat International Media of five percent (5%) or more of the amount Licensee should have paid for the time period that is the subject of the audit, in addition to paying Boat International Media the amount of such underpayment, Licensee shall also reimburse Boat International Media for the costs of conducting such audit. Where Boat International Media reasonably believes that Licensed Material is being used outside of the scope of the licence granted under this Agreement, Licensee shall, at Boat International Media' request, provide a certificate of compliance signed by an officer of Licensee, in a form to be approved by Boat International Media.

10.3 Electronic Storage. For all Licensed Material that is delivered to Licensee in electronic form, Licensee must retain the copyright symbol, the name of Boat International Media, the Licensed Material's identification number and any other information as may be embedded in the electronic file containing the original Licensed Material. Licensee may not make additional high-resolution copies of the Licensed Material and Licensee shall maintain a robust firewall to safeguard against unauthorised third-party access to the Licensed Material. Notwithstanding the foregoing, Licensee may make one (1) high-resolution backup copy of the Licensed Material for security purposes only.

10.4 Withdrawal. Upon notice from Boat International Media, or upon Licensee's knowledge, that any Licensed Material may be subject to a claim of infringement of another's right for which Boat International Media may be liable, Boat International Media may require Licensee to immediately and at its own expense: (i) stop using the Licensed Material; (ii) delete or remove the Licensed Material from its premises, computer systems and storage (electronic or physical); and (iii) ensure that its clients do likewise. Boat International Media shall provide Licensee with comparable Licensed Material (which comparability will be determined by Boat International Media in its reasonable commercial judgement) free of charge, but subject to the other terms and conditions of this Agreement.

10.5 Severability. If one or more of the provisions contained in the Agreement is found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected. Such provisions shall be revised only to the extent necessary to make them enforceable.

10.6 Waiver. No action of either party, other than express written waiver, may be construed as a waiver of any provision of this Agreement. A delay on the part of either party in the exercise of its rights or remedies will not operate as a waiver of such rights or remedies, and a single or partial exercise by either party of any such rights or remedies will not preclude other or further exercise of that right or remedy. A waiver of a right or remedy on any one occasion will not be construed as a bar to or waiver of rights or remedies on any other occasion.

10.7 Entire Agreement. This Agreement is intended for business customers of Boat International Media and contains all the terms of the licence agreement. No terms or conditions may be added or deleted unless made in writing and either accepted in writing by an authorised representative of both parties or issued electronically by Boat International Media and accepted in writing by an authorised representative of Licensee. In the event of any inconsistency between the terms contained herein and the terms contained on any purchase order sent by Licensee, the terms of this Agreement shall govern.

10.8 Taxes. All Licence Fees are exclusive of any applicable sales, use, withholding or other transactional taxes, which are the sole responsibility of Licensee or Purchaser (if any).

10.9 Boat International Media Licensing Company. The licensing entity under this Agreement shall be determined by the billing address of the Licensee or, if any, Purchaser, as follows. 

Boat International Media' Royalty-Free Image and Footage Licence Agreement

THIS IS A LEGAL AGREEMENT (THE "AGREEMENT") BETWEEN LICENSEE, PURCHASER (IF ANY) BOAT INTERNATIONAL MEDIA, THIS AGREEMENT APPLIES TO LICENCES ISSUED VIA THE WEB AND VIA LOCAL SALES REPRESENTATIVES, AND IS APPLICABLE TO ONLINE, DIGITAL AND ANALOGUE (PHYSICAL) DELIVERY OF LICENSED MATERIAL. BY ORDERING A LICENCE, LICENSEE AND, IF APPLICABLE, PURCHASER, IS CONFIRMING THAT IT HAS CAPACITY TO FORM A CONTRACT UNDER ITS LOCAL LAWS.

Last updated: Dec 2010

1. Definitions. In this Agreement the following definitions apply:

1.1 "Invoice" means the computer-generated or pre-printed standard form invoice provided by Boat International Media that shall include, without limitation, the Boat International Media licensing company, the Licensed Material selected and the corresponding price for the licence of such Licensed Material ("Licence Fee"). The Invoice shall be incorporated into this Agreement and all references to the Agreement shall include the Invoice.

1.2 "Licensed Material" means any still image, film or video footage, audio product, visual representation generated optically, electronically, digitally or by any other means, including any negatives, transparencies, film imprints, prints, original digital files, or any copies thereof, or any other product protected by copyright, trademark, patent or other intellectual property right, which is licensed to Licensee by Boat International Media under the terms of this Agreement. Any reference in this Agreement to the Licensed Material shall be to each individual item within the Licensed Material and also to the Licensed Material as a whole.

1.3 "Licensee" means the entity purchasing a licence hereunder or, if there is a separate Purchaser, the entity specifically designated as Licensee during the purchase process and set forth as such in the Invoice.

1.4 "Licensee Work" means an end product or service that has been created by or on behalf of Licensee using independent skill and effort and that incorporates a Reproduction of the Licensed Material as well as other material.

1.5 "Purchaser" means the entity purchasing the licence hereunder on behalf of a third-party Licensee.

1.6 "Reproduction" and "Reproduce" mean any form of copying or publication of the whole or a part of any Licensed Material, via any medium and by whatever means, the distortion, alteration, cropping or manipulation of the whole or any part of the Licensed Material, and the creation of any derivative work from, or that incorporates, the Licensed Material.

1.7 "User" means any employee or subcontractor of Licensee who: (i) downloads, manipulates, edits, modifies or saves the digital file containing the Licensed Material; (ii) is otherwise directly involved in the creative process utilising the Licensed Material; or (iii) incorporates the Licensed Material within any derivative work.

2. Grant of Rights. Subject to the terms of this Agreement:

2.1 Boat International Media grants to Licensee a perpetual, non-exclusive, non-transferable, non-sublicensable, worldwide right to Reproduce the Licensed Material identified in the Invoice an unlimited number of times in any and all media for all purposes other than those uses prohibited under Section 3 of this Agreement.

2.2 Licensee may have the Licensed Material Reproduced by subcontractors of Licensee (including Purchaser) for preparation of the Licensee Work, provided that such subcontractors agree to abide by the provisions of this Agreement.

2.3 Licensee may store the Licensed Material in a digital library, network configuration or similar arrangement to allow the Licensed Material to be viewed by employees, partners and clients of Licensee, so long as there are no more than ten (10) Users. Licensee must purchase additional seat licences if there are more than ten (10) Users before such additional use begins.

3. Restrictions.

3.1 Licensee may not: (i) make the Licensed Material available (separate from the Licensee Work) in any medium accessible by persons other than authorised Users; or (ii) make the Licensee Work available in any medium or manner intended to allow or invite a third party to download, extract or access the Licensed Material as a standalone file, such as for a screensaver.

3.2 Licensee may not, without obtaining the prior written consent of Boat International Media and the payment of additional Licence Fees: (i) include the Licensed Material in an electronic template intended to be Reproduced by third parties on electronic or printed products; or (ii) use or display the Licensed Material on websites or in any other medium designed to induce or involving the sale, licence or other distribution of "on demand" products, including, without limitation, postcards, mugs, t-shirts, calendars, posters, screensavers or wallpapers on mobile telephones, or similar items.

3.3 Licensee may not falsely represent, expressly or impliedly, that Licensee is the original creator of a visual work that derives a substantial part of its artistic components from the Licensed Material.

3.4 Licensed Material shall not be incorporated into a logo, corporate ID, trademark or service mark, without obtaining the prior written consent of Boat International Media.

3.5 If any Licensed Material featuring a model or property is used in connection with a subject that would be unflattering or unduly controversial to a reasonable person, Licensee must accompany each such use with a statement that indicates that: (i) the Licensed Material is being used for illustrative purposes only; and (ii) any person depicted in the Licensed Material, if any, is a model.

3.6 Pornographic, defamatory or otherwise unlawful use of Licensed Material is strictly prohibited, whether directly or in context or juxtaposition with other material or subject matter. Licensee shall also comply with any applicable regulations and/or industry codes.

3.7 While efforts have been made to correctly caption the subject matter of, and to provide other information (including metadata) related to, the Licensed Material, Boat International Media does not warrant the accuracy of such information.

3.8 Where Purchaser is licensing Licensed Material on behalf of a Licensee, Purchaser hereby represents and warrants that: (i) Purchaser is authorised to act as an agent on behalf of Licensee and has full power and authority to bind Licensee to this Agreement; and (ii) if Licensee subsequently disputes such power or authority, Purchaser shall be liable for any failure of Licensee to comply with the terms of this Agreement. Nothing in this Section 3.8 shall excuse Purchaser's obligation to make payment to Boat International Media of the Licence Fee.

3.9 If the Licensed Material is Reproduced on a website, Licensee shall post terms and conditions on the website that include restrictions on downloading the Licensed Material for purposes other than personal use, and prohibit republication, retransmission, reproduction or other use of the Licensed Material.

4. Credit and Intellectual Property.

4.1 Copyright. No ownership or copyright in any Licensed Material shall pass to Licensee by the issuance of the licence contained in this Agreement. Except as expressly stated in this Agreement, Boat International Media grants Licensee no right or licence, express or implied, to the Licensed Material.

4.2 Trademarks. In connection with the use of "Boat International Media" or any other of Boat International Media' or its partners' trade names, trademarks, logos or service marks, including the names of all Licensed Material collections ("Marks"), Licensee acknowledges and agrees that (i) such Marks are and shall remain the sole property of Boat International Media or its partners; (ii) except as expressly required in order to satisfy the credit obligations under this Agreement, nothing shall confer upon Licensee any right of use in or to the Marks; and (iii) Licensee shall not now or in the future contest the validity of Boat International Media' Marks.

4.3 Photo Credit. All Licensed Material used in an editorial context, must include the following credit line adjacent to the Licensed Material: "[Photographer's Name]/[Collection Name]/Boat International Media" or as otherwise shown on the Boat International Media website. If Licensee omits the credit, an additional fee in an amount up to one hundred percent (100%) of the Licence Fee may be payable by Licensee, at Boat International Media' sole discretion. The foregoing fee shall be in addition to any other rights or remedies that Boat International Media may have at law or in equity.

4.4 Audio/Visual Production Credit. If Licensed Material is used in an audio/visual production in either an editorial context or a non-editorial context but where credits are accorded to other providers of licensed material, credit shall be accorded, where technically feasible, in equal size and comparable placement to such other credit(s), substantially in the following form: "[Footage] [Imagery] supplied by [Collection Name]/Boat International Media".

4.5 Notice of Violations. Licensee will immediately notify Boat International Media if it becomes aware or suspects that any third party that has gained access to the Licensed Material through Licensee is wrongfully using the Licensed Material, in whole or in part, or is violating any of Boat International Media' intellectual property rights, including, but not limited to, Marks and copyrights. 

5. Warranty and Limitation of Liability.

5.1 Boat International Media warrants that: (i) the Licensed Material will be free from defects in material and workmanship for thirty (30) days from delivery (Licensee's sole and exclusive remedy for a breach of this warranty being the replacement of the Licensed Material); (ii) it has all necessary rights and authority to enter into and perform this Agreement; (iii) Licensee's use of the Licensed Material in accordance with this Agreement and in the form delivered by Boat International Media (i.e., excluding any modifications, overlays or re-focusing by Licensee) will not infringe on any copyright, moral right, trademark or other intellectual property right and will not violate any right of privacy or right of publicity; and (iv) all necessary model and/or property releases for use of the Licensed Material authorised under this Agreement have been obtained. Licensee shall be responsible for payment of any amounts that may be due under, and compliance with any other terms of, any applicable collective bargaining agreement(s) (such as Screen Actors Guild in the US) as a result of Licensee's use of the Licensed Material.

5.2 BOAT INTERNATIONAL MEDIA DOES NOT MAKE ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE LICENSED MATERIAL OR ITS DELIVERY SYSTEMS, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. BOAT INTERNATIONAL MEDIA SHALL NOT BE LIABLE TO LICENSEE OR ANY OTHER PERSON OR ENTITY FOR ANY PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR OTHER SIMILAR DAMAGES, COSTS OR LOSSES ARISING OUT OF THIS AGREEMENT, EVEN IF BOAT INTERNATIONAL MEDIA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES. SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES OR LIABILITY FOR CERTAIN CATEGORIES OF DAMAGES. BOAT INTERNATIONAL MEDIA SHALL NOT BE LIABLE FOR ANY DAMAGES, COSTS OR LOSSES ARISING OUT OF OR AS A RESULT OF MODIFICATIONS MADE TO THE LICENSED MATERIAL BY LICENSEE OR THE CONTEXT IN WHICH LICENSED MATERIAL IS USED IN A LICENSEE WORK.

6. Indemnification.

6.1 Provided Licensed Material is only used in accordance with this Agreement and Licensee is not otherwise in breach of this Agreement and as Licensee's sole and exclusive remedy for any breach of the representations and warranties set forth in Section 5.1(ii)-(iv) above, Boat International Media shall, subject to the terms of Section 5.2 above and Sections 6.3 and 10.3 below, defend, indemnify and hold harmless Licensee and its parent, subsidiaries and commonly owned or controlled affiliates and their respective officers, directors and employees from all damages, liabilities and expenses (including reasonable outside attorney fees), arising out of or as a result of claims by third parties ( “Claims”) relating to any actual or alleged breach by Boat International Media of its warranties set forth in Section 5.1(ii)-(iv) above. Boat International Media shall have no obligation under this Section 6.1 for any Claims that arise out of or are a result of: (i) Licensee’s modification, overlay or re-focusing of the Licensed Material, where the Claim would not have arisen but for the modification, overlay or re-focusing made by Licensee; (ii) the context in which Licensed Material is used in a Licensee Work; where the Claim would not have arisen but for such context; or (iii) Licensee’s failure to comply with the terms of this Agreement. The foregoing states Boat International Media' entire indemnification obligation under this Agreement.

6.2 Licensee shall, subject to the terms of Section 6.3 below, defend, indemnify and hold harmless Boat International Media and its parent, subsidiaries, commonly owned or controlled affiliates, content providers and their respective officers, directors and employees from all damages, liabilities and expenses (including reasonable outside attorneys' fees), arising out of or as a result of claims by third parties relating to Licensee's use of any Licensed Material outside the scope of this Agreement or any other actual or alleged breach by Licensee of this Agreement.

6.3 The party seeking indemnification pursuant to this Section 6 shall promptly notify the other party of such claim. At indemnifying party's option, indemnifying party may assume the handling, settlement or defence of any claim or litigation, in which event indemnified party shall cooperate in the defence of any such claim or litigation as may be reasonably requested by indemnifying party. Indemnified party shall have the right to participate in such litigation, at its expense, through counsel selected by indemnified party. Indemnifying party will not be liable for legal fees and other costs incurred prior to the other party giving notice of the claim for which indemnity is sought and Boat International Media shall not be liable for any losses arising from Licensee's failure to discontinue use pursuant to Section 10.3 below.

7. Condition of Licensed Material.
Licensee should examine all Licensed Material for possible defects (whether digital or otherwise) before sending any Licensed Material for Reproduction. Without prejudice to Section 5.1(i) above, Boat International Media shall not be liable for any loss or damage suffered by Licensee or any third party, whether directly or indirectly, arising from any alleged or actual defect in any Licensed Material or its caption or in any way from its Reproduction.

8. Electronic Invoicing; Interest on Overdue Invoices.
Licensee and Purchaser agree to receive invoices from Boat International Media electronically via the email address associated with Licensee’s and/or Purchaser’s Boat International Media account. If Licensee fails to pay the Invoice in full within the time specified in the Invoice, Boat International Media may add a service charge of one-and-one-half percent (1.5%) per month, or such lesser amount as is allowed by law, on any unpaid balance until payment is received.
 

9. Unauthorised Use and Termination.
Any use of Licensed Material in a manner not expressly authorised by this Agreement (including, without limitation, use of Licensed Material by more than ten (10) Users without purchase of additional seat licences) constitutes copyright infringement, entitling Boat International Media to exercise all rights and remedies available to it under copyright laws around the world. Licensee shall be responsible for any damages resulting from any such copyright infringement, including any claims by a third party. In addition and without prejudice to Boat International Media' other remedies under this Agreement, Boat International Media reserves the right to charge and Licensee agrees to pay a fee equal to five (5) times Boat International Media' standard licence fee for the unauthorised use of the Licensed Material. Boat International Media reserves the right to terminate this Agreement in the event Licensee: (i) enters the Agreement after having received notice of unauthorised use from Boat International Media relating to the Licensed Material; (ii) fails to pay the Licence Fee in full within the time specified in the Invoice; or (iii) otherwise breaches the terms of this Agreement. Upon termination, Licensee must immediately (I) stop using the Licensed Material; and (II) destroy or, upon the request of Boat International Media, return to Boat International Media the Licensed Material and, in the case of termination by Boat International Media for cause, the Licensee Work in the possession or control of Licensee.

10. Miscellaneous Terms.

10.1 Audit/Certificate of Compliance. Upon reasonable notice, Licensee shall provide sample copies of Reproductions containing Licensed Material to Boat International Media. In addition, upon reasonable notice, Boat International Media may, at its discretion, either through its own employees or through a third party, audit Licensee's records directly related to this Agreement and use of Licensed Material in order to verify compliance with the terms of this Agreement. If any such audit reveals an underpayment by Licensee to Boat International Media of five percent (5%) or more of the amount Licensee should have paid for the time period that is the subject of the audit, in addition to paying Boat International Media the amount of such underpayment, Licensee shall also reimburse Boat International Media for the costs of conducting such audit. Where Boat International Media reasonably believes that Licensed Material is being used by more than the authorised number of Users, or that Licensed Material is being used outside of the scope of the licence granted under this Agreement, Licensee shall, at Boat International Media' request, provide a certificate of compliance signed by an officer of Licensee, in a form to be approved by Boat International Media.

10.2 Electronic Storage. For all Licensed Material that is delivered to Licensee in electronic form, Licensee must retain the copyright symbol, the name of Boat International Media, the Licensed Material's identification number and any other information as may be embedded in the electronic file containing the original Licensed Material. Licensee shall maintain a robust firewall to safeguard against unauthorised third-party access to the Licensed Material.

10.3 Withdrawal. Upon notice from Boat International Media, or upon Licensee's knowledge that any Licensed Material may be subject to a claim of infringement of another's right for which Boat International Media may be liable, Boat International Media may require Licensee to immediately and at its own expense (i) stop using the Licensed Material; (ii) delete or remove the Licensed Material from its premises, computer systems and storage (electronic or physical); and (iii) ensure that its clients do likewise. Boat International Media shall provide Licensee with comparable Licensed Material (which comparability will be determined by Boat International Media in its reasonable commercial judgement) free of charge, but subject to the other terms and conditions of this Agreement.

10.4 Governing Law. This Agreement will be governed in all respects by the laws of the State of New York, U.S.A., without reference to its laws relating to conflicts of law. Any disputes arising from this Agreement or its enforceability shall be finally settled by binding arbitration by a single arbitrator selected using the rules and procedures for arbitrator selection under the Commercial Rules of the American Arbitration Association ("AAA") or of the International Chamber of Commerce ("ICC") (the applicable rules to be at License’s discretion) to be held in one of the following jurisdictions (whichever is closest to Licensee): Seattle, Washington; New York, New York; Los Angeles, California; London, England; Paris, France; Frankfurt, Germany; Tokyo, Japan; or Singapore. The United Nations Convention on Contracts for the International Sale of Goods does not govern this Agreement. The prevailing party shall be entitled to recover its reasonable legal costs relating to that aspect of its claim or defence on which it prevails, and any opposing costs awards shall be offset. Notwithstanding the foregoing, Boat International Media shall have the right to commence and prosecute any legal or equitable action or proceeding before any court of competent jurisdiction to obtain injunctive or other relief against Licensee in the event that, in the opinion of Boat International Media, such action is necessary or desirable.

10.5 Severability. If one or more of the provisions contained in the Agreement is found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected. Such provisions shall be revised only to the extent necessary to make them enforceable.

10.6 Waiver. No action of either party, other than express written waiver, may be construed as a waiver of any provision of this Agreement. A delay on the part of either party in the exercise of its rights or remedies will not operate as a waiver of such rights or remedies, and a single or partial exercise by either party of any such rights or remedies will not preclude other or further exercise of that right or remedy. A waiver of a right or remedy on any one occasion will not be construed as a bar to or waiver of rights or remedies on any other occasion.

10.7 Entire Agreement. This Agreement is intended for business customers of Boat International Media and contains all the terms of the licence agreement. No terms or conditions may be added or deleted unless made in writing and either accepted in writing by an authorised representative of both parties or issued electronically by Boat International Media and accepted in writing by an authorised representative of Licensee. In the event of any inconsistency between the terms contained herein and the terms contained on any purchase order or other communication sent by Licensee, the terms of this Agreement shall govern.

10.8 Taxes. All Licence Fees are exclusive of any applicable sales, use, withholding or other transactional taxes, which are the sole responsibility of Licensee or Purchaser (if any). 


COMPING FILE AND FOOTAGE PREVIEW LICENCE AGREEMENT

THIS IS A LEGAL AGREEMENT BETWEEN YOU ("LICENSEE") AND BOAT INTERNATIONAL MEDIA. THIS AGREEMENT APPLIES TO LICENCES ISSUED VIA THE WEB, AND IS APPLICABLE TO ONLINE, DIGITAL AND ANALOGUE (PHYSICAL) DELIVERY OF LICENSED MATERIAL (THE "AGREEMENT").

1. Grant of Licence.
Boat International Media grants to you, for a period of thirty (30) days, a non-exclusive, non-sublicensable, non-transferable and non-assignable right to use the image and/or video preview file you have selected and any derivatives or copies (collectively, the "Licensed Material"), on your personal computer and, in the case of video, in any test, sample, comp or rough cut evaluation materials. The Licensed Material may only be used in materials for personal, noncommercial use and test or sample use, including comps and layouts.

2. Restrictions.

2.1 The Licensed Material may not be used in any final materials distributed inside of your company or any materials distributed outside of your company or to the public, including, but not limited to, advertising and marketing materials or in any online or other electronic distribution system (except that you may transmit comps digitally or electronically to your clients for their review) and may not be distributed, sublicensed or made available for use or distribution separately or individually and no rights may be granted to the Licensed Material.

2.2 One copy of the Licensed Material may be made for backup purposes only but may only be used if the original Licensed Material becomes defective, destroyed or otherwise irretrievably lost. Except as specifically provided in this Agreement, the Licensed Material may not be shared or copied for example by including it in a disc library, image storage jukebox, network configuration or other similar arrangement. Use which would be defamatory, pornographic or otherwise unlawful is prohibited. If Licensed Material featuring a person is used (i) in a manner that implies endorsement, use of or a connection to a product or service by that model; or (ii) in connection with a potentially unflattering or controversial subject, you must print a statement that indicates that the person is a model and is used for illustrative purposes only.

3. Rights-Managed Still Fee.
For rights-managed still Licensed Material only, if at the end of 30 days you have not licensed the Licensed Material for end use in a final project, you will be invoiced a comp service fee in the amount of fifty Great British Pounds (£50) GBP or such other local currency amount as Boat International Media may apply from time to time. If, at any time within the 30-day comp licence period, you license such rights-managed still Licensed Material for end use in a final project and do not subsequently cancel the licence, the comp service fee will not be charged. Payment of the comp service fee relates solely to comping use during the 30-day comp licence period and does not entitle you to make any additional use of the Licensed Material either before or after expiry of the 30 days.

4. Video Access Fee.
Upon download of any video Licensed Material, you will be invoiced a non-refundable access service fee of fifty Great British Pounds (£50) GBP or such other local currency amount as Boat International Media may apply from time to time.

5. Additional Rights Available.
If you are unsure of your usage rights under this Agreement or wish to use the Licensed Material in a manner not permitted by this Agreement (for example: online or as part of an advertisement or product), please contact Boat International Media.

6. Warranty.
Boat International Media warrants the digital copy of the Licensed Material in the form downloaded by you to be free from defects in material and workmanship for 30 days from delivery. The sole and exclusive remedy for a breach of the foregoing warranty is the replacement of the digital copy of the Licensed Material. BOAT INTERNATIONAL MEDIA MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Some jurisdictions do not permit the exclusion of implied warranties, and you may have other rights which may vary from state to state and jurisdiction to jurisdiction. NEITHER BOAT INTERNATIONAL MEDIA NOR ANY OF ITS IMAGE PARTNERS SHALL BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY GENERAL, SPECIAL, DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR OTHER DAMAGES ARISING OUT OF THIS LICENCE OR OTHERWISE.

7. General.
All rights to the Licensed Material are owned by Boat International Media and/or its image partners and are protected by United Kingdom copyright laws, international treaty provisions and other applicable laws. Boat International Media and its image partners retain all rights not expressly granted by this Agreement. The licence contained in this Agreement will terminate automatically without notice from Boat International Media upon expiry of the 30-day comp licence period or, if sooner, upon you failing to comply with any provision of this Agreement. Upon termination, you must immediately stop using the Licensed Material and either destroy any digital Licensed Material or return the Licensed Material and all copies to Boat International Media.