is made between Science Photo Library of
327-329 Harrow Road, London W9 3RB, United Kingdom
SPL) and the user (
This Agreement is applicable to any Image(s) supplied by SPL via the SmartFrame Embed Widget.
Image means any still or moving image(s)
in any medium which may be offered by SPL for the purposes of
The Customer agrees to the Science Photo Library Embed Terms and Conditions, which govern the Customer’s use of the SmartFrame Image and the agreement between the parties (the Agreement). Where enabled, you may embed SPL Images on a personal website, personal blog or social media platform using the SmartFrame Embed Widget (the Embed Widget). Not all SPL Images will be available for this, and availability may change without notice. SPL reserves the right in its sole discretion to remove Images from the Embed Widget. Upon request, you agree to stop using the Embed Widget and/or SPL Images. You may only use the Embed Widget for non-commercial purposes (meaning personal uses, without any financial gain whatsoever, including advertising, retail or the promotion of goods and services). Commercial, for-profit, use of the Embed Widget, in contravention of the Science Photo Library Embed Terms and Conditions, will be subject to Licensing (and a resultant licence fee) and additional licencing terms.
Image(s) stored by the Customer must retain the copyright symbol, the name of Photographer/SPL, the Image(s) identification numbers and any other information as may be invisibly embedded in the electronic files containing the original Image(s).
Any licence granted will terminate immediately if the Customer either a) enters into voluntary or compulsory liquidation; b) has a receiver appointed; or c) fails to perform any of the Customer's obligations under these Terms and Conditions within 28 days of SPL's giving the Customer notice to comply. In the event of termination, all rights granted will immediately revert to SPL and any further exploitation of any Image shall constitute an infringement of copyright.
This Agreement contains the full and complete understanding between the parties. No variation of any of these terms shall be effective unless negotiated and agreed by both parties, made in writing and signed by authorised representatives of both parties to this Agreement. In any case, SPL explicitly excludes any variations based on terms and conditions provided by the Customer in association with any purchase order, supplier agreement or any similar document. 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 amended only to the extent necessary to make the Agreement valid, legal and enforceable.
See the Licence terms and conditions.
The Customer agrees to the Embed Terms and Conditions, which govern the Customer’s use of the SmartFrame Image and the agreement between the parties (the Agreement).
1.1. The definitions and rules of interpretation in this clause 1.1 apply in this Agreement.
SmartFrame format, the manner in which such an encrypted image file including visual features enabled by the SmartFrame Technology is presented on the Customer Website.
This Agreement shall commence on the Effective Date and shall continue for as long as the SmartFrame Images are used or hosted on the Customer Website or otherwise unless terminated earlier in accordance with the terms of this Agreement.
3.1. In consideration of SmartFrame's right to serve advertising within the SmartFrame Images, SmartFrame hereby grants to the Customer, in accordance with the terms and conditions of this Agreement, a non-exclusive, non-transferable right to permit the Customer to: use the SmartFrame Images and associated SmartFrame Technology on the Customer Website.
3.2. The Customer will receive the SmartFrame embed code through the Embed Widget in order to display the SmartFrame Images on the Customer Website.
3.3. By accepting the embed code and these terms and conditions (as amended from time to time), the Customer accepts SmartFrame’s instructions, restrictions and/or guidelines in relation to the SmartFrame Images, including the serving of advertising through the SmartFrame Images.
3.4. SmartFrame will broker and serve the advertising directly through the SmartFrame Images on the Customer Website.
4.1. In performing its obligations under this Agreement, the Customer warrants and represents that:
4.2. SmartFrame: (a) does not warrant that the Customer's use of the SmartFrame Technology will be uninterrupted or error-free; and (b) is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of content and data over communications networks and facilities, including the internet.
4.3. SmartFrame may alter or improve at any time during the Term, without notice to the Customer the content, format, features or nature of the SmartFrame Technology or the SmartFrame format.
5.1. The Customer shall:
5.2. The Customer acknowledges that SmartFrame may monitor performance of the SmartFrame Images to ensure quality, improve SmartFrame products and services and verify the Customer’s compliance with this Agreement. The Customer will not interfere with this monitoring.
5.3. The Customer understands, acknowledges and agrees that nothing in this Agreement will impact or derogate any obligations that the Customer has to any third parties regarding the use of any Intellectual Property Rights pertaining to images converted to the SmartFrame format hereunder, including but not limited to any obligations that the Customer might have to the owner of the copyrights to said images and their respective representatives and agents.
6.1. Except as expressly set out in this Agreement or as permitted by any applicable law, the Customer shall:
6.2. The Customer hereby agrees that when using the SmartFrame Technology it will comply with all applicable laws and regulations and the terms of this Agreement. The Customer agrees that, in relation to any Personal Data SmartFrame is given access to for processing, the Customer is the “data controller” for the purposes of the Data Protection Legislation. Further, the Customer agrees that it shall not:
The parties acknowledge that SmartFrame is not charging any fees to the Customer for the use of the SmartFrame images on the Customer Website in consideration of SmartFrame’s right to serve advertising in and around the SmartFrame Images and retain all revenue relating to the same.
8.1. SmartFrame reserves the right in its sole discretion to suspend or temporarily or permanently revoke the Customer’s use of the SmartFrame Images or SmartFrame Technology with or without notice if SmartFrame reasonably suspects the Customer’s access to or use of the same is in violation of the terms of this Agreement.
9.1. The Customer agrees to display any attribution(s) within the SmartFrame format or otherwise, as reasonably required by SmartFrame. SmartFrame hereby grants to the Customer a non-transferable, non-sublicensable, non- exclusive licence during the Term to display the SmartFrame name and logo for the purpose of promoting or advertising that the Customer uses the SmartFrame Technology. The Customer must only use the SmartFrame name and logo for the purpose of fulfilling its obligations under this clause 9 and in accordance (as determined by SmartFrame in its sole discretion) with any guidelines provided by SmartFrame to the Customer.
9.2. In the course of promoting, marketing, or demonstrating the SmartFrame Technology the Customer is using, SmartFrame may produce and distribute depictions, including screenshots, video, or other content from the Customer’s Website featuring image files rendered in the SmartFrame format, and may use the Customer’s company or product name in such regard. The Customer hereby grants SmartFrame all necessary rights for the above purposes.
10.1. SmartFrame is, and shall remain, the owner or the licensee of all Intellectual Property Rights in the SmartFrame Technology. Except as expressly stated herein, this Agreement does not grant the Customer any rights to, or in, any rights or licences in respect of the SmartFrame Technology.
11.1. During the Term, and for a period of two (2) years after termination of this Agreement, each party shall keep the other party's Confidential Information confidential and shall not:
11.2. The restriction in clause 11.1 does not apply to any use or disclosure authorised by the disclosing party or as required by law, or any information which is already in, or comes into, the public domain otherwise than through a party’s unauthorised disclosure.
12.1. In relation to SmartFrame, except as expressly and specifically provided in this Agreement:
12.2. Nothing in this Agreement excludes or limits SmartFrame's liability for death or personal injury arising from the party’s negligence, or the party's fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by English law.
12.3. Subject to clause 12.1 and 12.2:
The Customer agrees to defend, indemnify and hold harmless SmartFrame in full and on demand from and against any loss, damage, cost, expense, action, claim or proceeding of whatever nature (Claim) or expenses which SmartFrame may suffer or incur directly or indirectly as a result of a breach, negligent performance or non-performance of these terms and conditions by the Customer.
14.1. Either party may terminate this Agreement without notice at any time by removing and/or disabling the embed code from the Customers website.
14.2. On termination or expiry of this Agreement for any reason: