NOTICE TO USER: THIS IS A LEGAL AGREEMENT BETWEEN YOU AND SOHO EDITOR LTD. BY USING THIS WEBSITE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. SOHO EDITOR LTD RESERVES THE RIGHT TO CHANGE THIS AGREEMENT FROM TIME TO TIME AT ITS SOLE DISCRETION. YOUR USE OF THE SITE, AND ITS USE BY YOUR DIRECTORS, EMPLOYEES OR AGENTS, WILL BE SUBJECT TO THE MOST CURRENT VERSION OF THIS AGREEMENT POSTED ON THE SITE AT THE TIME OF SUCH USE.

OWNERSHIP OF THIS WEBSITE

This website is owned and operated by Soho Editor Ltd ("Soho Editors"). All elements of the site, including the content and the general design are protected by copyright, trademark and other English and international laws relating to intellectual property and copyright. All images and related information on this website (collectively referred to as "Image Files") are owned or controlled by Soho Editors.

Except as stated below, the contents of this website may not be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means without the prior express written permission of Soho Editors.

You may not distribute, display or copy any of the contents of the pages contained in this website to third parties including, but not limited to "caching" any material on this website for access by third parties and "mirroring" any material on this website. You may not provide a link to this website from any other website without Soho Editor's prior written consent.

All references to "you" herein are also deemed to be references to your directors, employees and agents or anyone else who accesses this website on your behalf or using information obtained by or from you.

NO PERFORMERS' CONSENTS, PERSONALITY RIGHTS, MUSIC OR OTHER CONSENTS OR RELEASES EXIST ON ANY IMAGE FILE.

LICENCE OF PREVIEW IMAGE FILES ("PREVIEW LICENCE")

Soho Editors grants you the personal, nontransferable, and nonexclusive right to copy the Preview Image File(s) you have selected onto your computer hard drive and to use the Preview Image Files (such downloaded Preview Image Files being herein referred to as the "Downloaded Preview Image Files") in the following manner only:

1. The usage must be non-commercial;
2. The usage must be for personal, research or private study, criticism; and
3. The Streamed Preview Files must not be made available via websites on the worldwide web and may only be made available on an internal website (i.e. an intranet which is not accessible to the general public) which is available in the UK only on an educational non-profit-making basis.
4. The downloaded preview files must not be removed from the computer cache of your computer.

Soho Editors grants you the personal, nontransferable, and non-exclusive right to copy the High Resolution Image Files you have selected into your computer cache and to use the High Resolution Image Files (such High Resolution Image Files being herein referred to as the "Downloaded High Resolution Image Files") in the manner selected only:

• Each Downloaded High Resolution Image File must be used in linear form and may not be edited into any form of traditional television or radio programme, re-voiced, re-edited or changed in any way.
• Downloaded Preview Image Files and Downloaded High Resolution Image Files are herein together referred to as "Downloaded Image Files".
• Save as provided herein, the Downloaded Image Files shall not be altered or used in any manner whatsoever.

SUPPLY OF IMAGE FILES

Before Soho Editors will allow you to download Image Files, you will need to register. You agree to furnish accurate information when registering with Soho Editors. You are responsible for maintaining the confidentiality of your user name and password ("Access Information"). You will not permit any third party to obtain your Access Information and you will notify Soho Editors of any unauthorised access or suspected unauthorised access as soon as you become aware of the same. Where any payment is due for any Image File, you will be liable for payment for all Image Files downloaded by others, with or without your knowledge or permission prior to the time that you notify Soho Editors of any unauthorised use.

Your details are held in accordance with our Data Protection Registration and our privacy policy privacy policy.

If you wish to download Preview Image Files only then once your registration data has been received and you have informed Soho Editors of which Preview Image File(s) you wish to download, Soho Editors will enable you to download your chosen Preview Image File(s).

If you wish to download High Resolution Image Files then the following terms will apply:

SECURITY Any information being passed over the internet, whether credit card details, names, addresses, phone numbers or other sensitive information, is encrypted to the highest industry standard so that no one can read or obtain your details for fraudulent means.
CONFIDENTIALITY All confidential information, including credit card details, are held securely and only transmitted in encrypted form.
FORMATION OF THE CONTRACT No contract will subsist between you and Soho Editors for the licence to you of any High Resolution Image File. At this point, there will be a legally binding contract between us.
You confirm you are over 18 years of age and if you are ordering any service on behalf of a company or partnership that you have the necessary authority to do so.
DELIVERY Once there is a legally binding contract between you and Soho Editors, Soho Editors will enable you to download your chosen High Resolution Image File

Unless otherwise agreed or unless this agreement is otherwise terminated, use of any Downloaded High Resolution Image File is strictly limited to individual downloads form the date that there is a legally binding contract between you and Soho Editors.

The licence period for Downloading Preview Image Files is indefinite or until you are notified that such period has ended by Soho Editors.

Following the end of the licence period, then unless, in the case of Downloaded High Resolution Image Files, this period is otherwise extended in writing by Soho Editors, you must delete the Downloaded Image Files from all electronic and removable media and destroy any other copy of the same.

RESTRICTIONS AS TO USE AND STORAGE OF DOWNLOADED IMAGE FILES

Save as otherwise permitted herein, the following are strictly prohibited unless the prior written consent of Soho Editors has been previously obtained:

• Use of any Downloaded Image File other than in accordance with the terms of the licence granted herein;
• Creation of any derivative of a Downloaded Image File;
• Use of any Downloaded Image File in a manner that is defamatory, pornographic or obscene, whether directly or in context or juxtaposition with specific subject matter is strictly prohibited;
• Use of any Downloaded Image File in any way that violates a depicted person's right of privacy or publicity, or to infringe on any trade name, trademark or service mark is strictly prohibited;
• Use of any Downloaded Image File to promote a business that sells or licenses moving or photographic images, or otherwise competes with Soho Editors in any manner is strictly prohibited.
• Shipping, transferring or exporting any Downloaded Image File into any country or use any Downloaded Image File in any manner prohibited by any export laws, restrictions or regulations.
• Using, copying, archiving, publishing, distributing, republishing, transmitting, sub-licensing, re-licensing, renting, leasing or otherwise dealing with any Downloaded Image Files and you will not permit any of the foregoing actions to be undertaken by anyone other than you or other authorised users of any Downloaded Image File;
• Copying or publishing any Downloaded Image File to a network or bulletin board, or otherwise distributing or allowing any of the Downloaded Image Files to be distributed to or used by anyone other than the authorised users;
• Removing any copyright, watermarks or other notices contained in any Downloaded Image Files.

TERMINATION

Without prejudice to its other rights, Soho Editors shall have the right to terminate any licence granted to you immediately by notice in writing if:

1. you shall default on any payment due hereunder or shall otherwise be in breach of the terms of this Agreement or any other agreement between you and Soho Editors;
2. you enter into a voluntary arrangement or a petition for bankruptcy is presented or a bankruptcy order is made against you or if you have a receiver or administrative receiver appointed over you or over any part of your undertakings or assets or shall pass a resolution for winding up (otherwise than for the purpose of a bona fide scheme of solvent amalgamation or reconstruction where the resulting entity shall assume all of your liabilities) or a court of competent jurisdiction shall make an order to that effect or if you shall become subject to an administration order or shall enter into any voluntary arrangement with your creditors or shall cease or threaten to cease to carry on your business.

In the case of Preview only, Soho Editors reserves the right to restrict or remove your access to Image Files at any time, or revoke your authorisation to view, download and use the Image Files and information on this website at any time, and you shall immediately discontinue your use of the same upon written notice from Soho Editors.

Upon termination of this Agreement for whatever reason, the following provisions shall apply:

1. termination of this Agreement shall not prejudice any right, action or remedy which shall have accrued or thereafter accrue to either you or Soho Editors;
2. you shall immediately cease use of any Downloaded Image Files licensed to you by Soho Editors under this Agreement or any other agreement between you and Soho Editors;
3. Soho Editors shall not be obliged to refund to you any payments previously made to Soho Editors.

INDEMNITY

You agree to indemnify and hold Soho Editors and/or the rights owner(s) of any Downloaded Image File, harmless from any and all claims, liabilities, damages, costs and expenses, including reasonable legal expenses, arising from the use of any Downloaded Image File or any breach or alleged breach of this Agreement.

NO WARRANTY

The files are provided "as is." To the fullest extent permitted by law, Soho Editors excludes all warranties and representations, expressed or implied, including but not limited to any implied warranties of satisfactory quality, fitness for any particular purpose, arising from a course of dealing or course of performance, noninfringement, quality of image, or compatibility with any computer hardware or other equipment, operating system or software programme.

Without limiting the foregoing, Soho Editors gives no rights or warranties with respect to the use of names, trademarks, registered or copyrighted designs or works of art depicted in any Downloaded Image File, and you must satisfy yourself that all necessary rights, consents or permissions as may be required for reproduction are secured. Soho Editors identifies each image to the best of its ability, but cannot be held responsible for erroneous or incomplete information.

Soho Editors makes no representation or warranties as to the accuracy of the content, or that the use of this website will be uninterrupted or error free or that this website is free from viruses or any other malicious or impairing computer programme. This website could include technical or other mistakes, inaccuracies or typographical errors. The use of this site is at your own risk.

LIMITATION OF LIABILITY

Under no circumstances shall Soho Editors be liable to you under, or in connection with, this Agreement, or your use of this site or from your access or use of any Image File, in contract or tort or otherwise and whether or not arising as a result of negligence for any loss of business, contracts, profits, anticipated savings or data or for any other indirect or consequential or economic loss whatsoever.

Soho Editors's liability to you arising out of or in connection with this Agreement or the performance of or the observance of its obligations under this Agreement shall be limited to the fee paid to Soho Editors for the licence for such Downloaded Image.

You are solely responsible for determining whether an Image File or any related information is appropriate for your intended use and complies with any applicable laws, regulations, codes of practice or rules relating to such use.

Neither party shall be liable for any delay or non-performance under this Agreement caused by any event beyond its reasonable control (a "Force Majeure event") PROVIDED THAT the party affected gives prompt notice in writing to the other party of such Force Majeure event and uses all reasonable endeavours to continue to perform its obligations under this Agreement. Either party may terminate this Agreement if such Force Majeure event continues and has continued for more than one month.

PROTECTION OF IMAGES

All Downloaded Image Files remain the property of Soho Editors. Use is granted for the United Kingdom only, unless otherwise specified. You will not acquire any right, title or interest in or to any Downloaded Image File, including, without limitation, any electronic reproduction or promotional rights, and you will not make, authorise or permit any use of the digital files made therefrom other than as specified herein.

All rights not specifically granted to you are reserved to Soho Editors. Soho Editor's copyright information and Image File identification number must be retained with the digital files while you retain them.

CREDIT

Images used editorially should bear a credit line to "Soho Editors".

GOVERNING LAW

This Agreement will be interpreted and construed in all respects in accordance with the laws of England and any dispute in relation to such agreement shall be subject to the exclusive jurisdiction of the English Courts.

MISCELLANEOUS

This Agreement is not assignable or transferable by you.

This website may contain links to other websites not under the control of Soho Editors and are not associated with Soho Editors. Soho Editors is not responsible for the content of these sites and does not necessarily endorse the material on these sites.

This Agreement contains all the terms of the agreement between Soho Editors and you concerning the use of Downloaded Image Files, and no terms or conditions may be added or deleted unless made in writing and signed by both of us. These terms and/or any other terms agreed in writing by Soho Editors supersede any and all terms of your purchase order or other purported terms and conditions.

If any term, condition, or provision of these terms and conditions is determined to be unlawful, invalid, void , or for any reason unenforceable, the validity and enforceability of the remaining terms, conditions and provisions shall not in any way be affected or impaired thereby.

No failure to exercise and no delay in exercising on the part of either of the parties any right, power or privilege shall operate as a waiver thereof nor shall any single or partial exercise of any right, power or privilege preclude any other or future exercise of any right, power or privilege.

In the event that any Downloaded Image(s) are used by you in any web publication, you shall provide Soho Editors with the relevant URL for the usage.

CONTACT INFORMATION

In the event that you wish to contact Soho Editors for any reason, contact details are as set out in Company Information or you may email talent@sohoeditors.com

If you have any questions or queries regarding any of the services or products featured please send an email to talent@sohoeditors.com

Company Information

Soho Editor Ltd is an English company. Registered Office: 69 Wells Street, London, W1T 3QB. Registration No: 489543. Telephone number: 020 7734 1286. VAT number GB 761 4602 42

For General Terms and Conditions

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