Terms and Conditions

1.1.

These Terms and Conditions shall apply to your use of the Glopho website located at www.glopho.com and any related sites (the "Website").

1.2.

The Website is owned and operated by Glopho Ltd whose registered address is at 8 Fairlawn Grove, London W4 5EH ("Glopho"). The company Registered Number is 7440237 and our VAT Registration Number is 106113469.

1.3.

The terms "Glopho", "we", "us", "our" and "ours" when used in these Terms and Conditions mean Glopho Ltd which includes associated companies including companies under common ownership or control of Glopho Ltd.

1.4.

The terms "user", "you", "your" and "yours" when used in these Terms and Conditions mean any user of this Website.

2.1.

By using the Website including if you wish to submit any contribution e.g. any text, photographs, graphics, video or audio material (the "Material") to the Website you agree to be bound by these Terms and Conditions. Any Material you submit shall be bound by and in accordance with these Terms and Conditions.

3.1.

You may upload to the Website any Material which you believe it is of interest to the public. You should not upload offensive Material or any Material that breaches any law, third party rights or any code of practice applicable where the Material may be viewed. You agree to comply with the principles contained in the Press Complaints Commission Code of Practice [http://www.pcc.org.uk/cop/practice.html].

3.2.

By submitting your Material, you warrant that such Material:

a.

Is your own original work and/or that you have all the necessary rights to grant the license set out in these Terms and Conditions.

b.

Was not produced by you in the course of your employment for another person or organization.

c.

Does not infringe upon any intellectual property rights including copyright and moral rights or any other right whether statutory or common law right, proprietary right, or any right of any third party.

d.

Does not violate any law or code, including by the manner in which it was obtained or created.

e.

Is not defamatory, threatening, obscene, distressing, or is sexist, racist or otherwise offensive.

f.

Was not taken by any hidden, surreptitious or illegal means.

g.

Does not violate another person's privacy or publicity rights or any rights of confidentiality or contain a malicious falsehood.

h.

Is accurate, genuine and does not depict any event staged for the purpose of making the Material.

i.

Where it includes images of children under age 16, the images have been obtained with the consent of the child's parent or guardian.

j.

Is not subject to any other contract, agreement or license.

k.

You hereby unconditionally and irrevocably waive all moral rights which you may now, or at any future time, be entitled under the Copyright, Designs and Patents Act 1988 as amended from time to time.

3.3.

Copyright in any Material you submit to the Website will remain with you, subject to any license granted under these Terms and Conditions.

3.4.

If you do not want to grant Glopho the permissions set out above subject to these Terms and Conditions please do not submit your Material to the Website.

3.5.

Glopho does not endorse any Material or any opinion, recommendation or advice that may be expressed in the Material and Glopho expressly disclaims any and all liability in connection with any Material submitted to the Website.

3.6.

Glopho does not permit copyright infringing activities and any infringement of intellectual property rights or other third party rights on its Website, and Glopho will remove any Material if properly notified that such Material infringes another's intellectual property or other rights. Glopho reserves the right to remove Material without prior notice.

4.1.

You hereby grant Glopho and each user of the Website the non-exclusive license to access your Materials through the Website, and to use, reproduce, distribute, display and perform the Materials as permitted in accordance with the relevant license granted through the functionality of the Website and under these Terms and Conditions.

4.2.

You grant Glopho the licence to use, display and to grant further licenses to users in respect of your Materials for the period beginning from when you upload the Material onto the Website. This licence will terminate thirty (30) days after you remove or delete your Materials from the Website.

4.3.

At no time does Glopho hold or own any right of ownership over the Material. Glopho only holds a temporary licence to market and use your Material through the functionalities of this Website.

4.4.

You understand and agree, however, that Glopho may retain, but not display or distribute (with the exception of any marketing material commissioned prior to the Material's removal from the website) server copies of Material that has been removed or deleted by you.

4.5.

You understand and agree that users who have obtained a licence to use your Material may continue to store and/or provide access to the public to issues of their publications (whether printed and/or on-line publications) which featured your Material even after you have withdrawn the Material from the Website.

5.1.

You may submit Material to our Website on an exclusive or non-exclusive basis.

5.2.

By submitting Material to the Website on an exclusive basis (the "Exclusive Material") you agree that you will not grant or attempt to grant any rights in such Exclusive Material to any third parties and that you will be entitled to payment for Exclusive Material at our current payment rates.

5.3.

Where you submit Material on a non-exclusive basis (the "Non-Exclusive Material") you agree that you will be entitled to payment for Non-Exclusive Material at our current payment rates.

5.4.

You agree that you will not grant any rights to any third parties which would conflict with the rights you have already granted to Glopho under this clause and that wherever possible you will seek to enforce your rights against any infringers and/or co-operate with Glopho if we seek to pursue any legal remedies against them.

5.5.

Nothing in these Terms and Conditions shall prevent or seek to prevent you using your Material for your own personal and non-commercial purposes.

5.6.

From time to time Glopho may enter into promotions with third parties whereby all Material may be offered at discounted rates or gratis for specified periods and you will not accrue any rights to any payment or you shall be paid pro-rata depending on the terms of the promotion agreed by Glopho in its sole discretion.

6.1.

In order to submit Material to our Website, you must create a Glopho user account ("Your Glopho Account"). You are expressly prohibited from using any other Glopho Account without permission.

6.2.

When creating Your Glopho Account, you represent and warrant that all the information you provide is accurate and complete. You are solely responsible for any activity occurring on Your Glopho Account.

6.3.

You must keep Your Glopho Account password secure and notify Glopho immediately of any breach of security or unauthorised use of Your Glopho Account.

6.4.

Glopho accepts no liability for your losses caused by any unauthorized use of Your Glopho Account, however, you may be liable for losses incurred by Glopho or other third parties due to such unauthorised use.

6.5.

We normally show your name or nickname (as specified by you when you open Your Glopho Account) with any Material you submit to the Website, unless you request otherwise when you set up Your Glopho Account, but for operational reasons this is not always possible. Glopho accepts no liability whatsoever if you are identified from or on any Material you submit to the Website.

6.6.

Glopho may need to contact you for administrative or verification purposes in relation to your Material, or in relation to particular projects. You understand that by agreeing to create Your Glopho Account you may receive mailings from us. You may unsubscribe at any time from receiving marketing information by emailing us. For full details of when and how we may use the information you provide to us please see our Privacy Policy.

6.7.

We will not be liable or responsible for any failure to perform or delay in performing any of our obligations under a contract that is caused by events outside our reasonable control i.e. a force majeure event. Our performance under a contract is deemed to be suspended for the duration of the force majeure event and we will have an extension of time for the duration of the event. We will use our reasonable endeavours to bring the force majeure event to an end or to find a solution by which our obligations under the contract may be performed despite the force majeure event.

7.1.

Glopho will terminate a user's access to its Website if, in its sole discretion, it determines that user to be a perceived, serious, or repeat infringer, or for any other reason whatsoever in its unfettered discretion.

7.2.

Glopho reserves the right to decide in its sole and unfettered discretion whether Material submitted by any user is appropriate and complies with these Terms and Conditions and if Material violates any relevant Term and/or Condition or is otherwise unsuitable including but not limited to because of infringement of third party rights including infringement of intellectual property and privacy rights, pornography, is obscene or contains defamatory material. Glopho may remove such Material and/or terminate a user's access for uploading such material in violation of these Terms and Conditions at any time, without prior notice and at its sole and unfettered discretion.

8.1.

You expressly accept and acknowledge that you are entirely responsible for the contents of any Material which you submit to the Website. It is your responsibility to evaluate (and, where appropriate, take professional advice on) and to ensure that the Material complies with the warranties you have provided to Glopho, that the publication of the Material would be legal and would not infringe any third party's rights and that the Material complies with these Terms and Conditions generally. You agree to indemnify Glopho and our officers, Directors and employees immediately and on demand against all claims, liability, damages, costs and expenses, including legal fees, arising out of any breach of these Terms and Conditions by you or any other liabilities arising out of your use of the Website.

9.1.

You confirm that you are more than 18 years of age and that you consent and are fully able and competent to enter into these Terms and Conditions (which for the avoidance of doubt include the Privacy Policy) and any terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms and Conditions and to abide by and comply with these Terms and Conditions.

10.1.

These Terms and Conditions and any rights and licenses granted hereunder may not be transferred or assigned by you but may be assigned by Glopho without restriction.

11.1.

These Terms and Conditions shall be governed by and construed in accordance with the laws of England and the courts of England shall have exclusive jurisdiction.

11.2.

These Terms and Conditions, together with the Privacy Policy and any other legal notices published by Glopho on the Website shall constitute the entire agreement between you and Glopho concerning the Website.

11.3.

If any provision of these Terms and Conditions is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms and Conditions which shall remain in full force and effect.

11.4.

No waiver of any term of these Terms and Conditions shall be deemed a further or continuing waiver of such term or any other term, and Glopho's failure to assert any right or provision under these Terms and Conditions shall not constitute a waiver of such right or provision.

11.5.

Glopho reserves the right to amend these Terms and Conditions at any time and without notice and it is your responsibility to review these Terms and Conditions for any changes. Your use of this Website following any amendment of these Terms and Conditions will signify your assent to and acceptance of its revised terms.

12.1.

At all times you will continue to own the copyright or other existing rights in your Material. You give Glopho the right to market and license the Material you have contributed for use. In exchange, Glopho will split any licensing fee received with you on a 50:50 basis. Payment to you will be made by cheque or another method specified by Glopho within 60 days of receipt by Glopho of the full sum agreed with the user. Glopho shall not be responsible for paying you if it does not receive the full sum agreed with the user.

12.2.

You can choose to offer the Material you have contributed for free usage should you so wish.

12.3.

You retain the rights to remove the Material you have contributed from the Glopho website. Just let us know that you want to make a change, and we'll remove the image from our servers.

12.4.

Always get the permission of the parent before photographing a child. If you confirm the consent of the individuals featured in your Materials and obtain a signed model/property release form for your imagery, it stands a greater chance of being licensed and may achieve a larger licensing fee than Material that is not supported with this documentation.

12.5.

Glopho can attempt to sell your images on an exclusive or non-exclusive basis. The choice is yours.

12.6.

Glopho markets images both on and offline, as well as to publishing houses and picture resellers.

12.7.

These Terms and Conditions apply between us and users. No other third party is entitled to rely on these Terms and Conditions.

12.8.

In the event of a sale, transfer, reorganization or other disposal of the Website and/or Glopho, in whole or in part, your details may form part of the transferred business assets and as such may be shared with our advisors and any prospective purchasers and their advisors.