Licence to use IDS Images - Conditions of their use by IDS customers
IDS has developed a portfolio of IDS Images to support the marketing of its products. This portfolio is refreshed and updated annually and represents a substantial time and financial investment to IDS. The IDS Images also reflect the brand, quality and image which IDS seeks to maintain and portray to its customers and to users of the dance-related products. IDS therefore enforce a strict policy of usage to ensure that IDS Images are used properly and consistently in the market place in the presentation of IDS dance-related products and to ensure that the models are protected.
This Licence agreement sets out the legal basis upon which IDS permits its intellectual property in the form of the IDS Images to be used by you as an IDS third party licensee. IDS retain the ownership of all IDS Images and Intellectual Property Rights under this agreement.
By using IDS Images you are deemed to acknowledge and agree to the terms of this Licence.
|“Expiry Date”||=||31 August each year or the publication of the next following annual IDS Diamond Catalogue.|
|“Fee”||=||One pound (if demanded by IDS) or free of charge to active IDS customers when using the Images under the terms of this Licence.|
|“IDS”||=||International Dance Supplies Ltd, a company registered in England with registered number 05452207 with trading and registered office address at Harlequin House, Forde Court, Forde Road, Newton Abbot, Devon TQ12 4BT.|
|“IDS Images”||=||any digital, electronic, video, audio, mechanical or other image files together with any proofs, thumbnails or printed photographs or video footage or any other image format or derivation in which IDS owns the copyright and which have been released for the current season.|
|“IDS Watermark”||=||images displayed on the Website or in the Materials which display the IDS watermark are to bear the IDS watermark and it should not be removed from the images.|
|“Materials”||=||the promotional, publicity and sales materials of the Licensee using any IDS Images.|
|“Permitted Use”||=||the publication of IDS Images on the Website or in the Materials for retailing purposes only and in a manner which does not, in the sole discretion of IDS, compromise or misrepresent the values, ethos, quality and style which IDS seeks to represent in the dance marketplace.|
|“Website”||=||any web pages hosted at or pointed to the Licensee’s web domain.|
2. Licence: in consideration of the Fee being paid, IDS hereby grants the Licensee the non-exclusive licence to use the IDS Images until the Expiry Date for the Permitted Use only and in the manner set out in this Licence. The Licensee agrees to ensure that all Materials will either bear the IDS Watermark or include the following notice © IDS and that its use of the IDS Images will not adversely affect the reputation, image and prestige of IDS.
3. Prior approval of auction Website: any commercial use of the IDS Images on an auction website (such as Ebay) requires the prior written approval of IDS which approval may be refused in IDS’s absolute discretion.
4. Review of Website/Materials: a Website and/or Materials do not require the prior approval of IDS provided that IDS Images are faithfully reproduced as supplied by IDS and are to include the IDS watermark. However, IDS reserves the right to request copies of all Materials used and to require that changes be made to the manner in which the IDS Images are used in the Materials or on a Website in its sole discretion. Copies of any Materials requested must be provided to IDS within 7 days of the request. If in doubt you should request prior written approval of Materials or Website.
5. Format and Resolution: the IDS Images must be used only in the original format supplied by IDS and may not be cropped or otherwise manipulated without the prior approval of IDS. The resolution of the IDS Images must be maintained at a level sufficient to prevent loss of image quality in the Materials or on the Website.
6. Changes and Removal of IDS Images: If IDS require you to change or remove any IDS Images within your Material or Website, the necessary changes should be made by you within 7 days of the request. You should notify IDS once the necessary removal or changes have been made and you should provide copies of the changed Materials upon IDS’ request.
7. Child protection: certain IDS Images feature models engaged by IDS. All models have given their written consent to IDS, and IDS will not tolerate misuse or abuse of these IDS Images.
8. Confidentiality: Each party is to ensure that any information of a confidential nature is kept confidential and is not disclosed to third parties, unless it is agreed that disclosure of such information is necessary.
9. Cost: IDS shall not be responsible for any costs incurred by you in making changes to the Website or Materials at our request, or for any other direct or indirect costs associated with or resulting from the use of the IDS Images.
10. Infringement: Each party shall promptly notify the other of any actual or suspected infringement of the IDS Images or infringement of third party rights as a result of its use of the IDS Images. You agree to assist IDS in dealing with any potential action relating to such infringements and that you will not do anything that could adversely affect IDS’ position.
11. No further licence: this Licence is for your use only and does not permit you to sub-licence the IDS Images to a third party. A person who is not a party to this agreement shall not have any rights under or in connection with it.
12. Time restriction: this Licence expires automatically upon the later of the annual release of a revised set of IDS Images (upon issue of a new catalogue) or the Expiry Date and requires positive renewal by IDS and the Licensee.
13. Withdrawal/Termination of Licence: this Licence may be withdrawn at any time by IDS in its absolute discretion by written notice. Upon withdrawal, termination or expiry and non-renewal of this Licence the Licensee shall remove all IDS Images from its Materials and/or Website within 14 days.
14. Law: this Licence is governed by English Law and any dispute shall be settled by the courts of England and Wales.