Legals
Terms and Conditions
1. Definitions1.1.
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 Clearwater House, 4-7 Manchester Street, London W1U 3AE (“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 submission.
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.
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.
Glopho – Licence for the Use of Licensed Content
This agreement governs the use of Licensed Content and is made between Glopho Limited, of Clearwater House, 4-7 Manchester Street, London W1U 3AE (“Glopho”) and the Licensee. Use of the Licensed Content is strictly limited to the terms of this Licence for the Use of Licensed Content (“Licence”). This Licence applies to Licensed Content that is delivered online, digitally, by mobile, smart phone, tablet or desktop application and/or via physical transfer.
Glopho may change the terms of this Licence at any time and without notice. When the terms have been changed, Glopho will notify the Licensee by displaying the new terms on its Website and, where the Licensed Content was delivered other than online, by sending a copy of the new terms to the Licensee. If the Licensee does not agree to be bound by the terms of the Licence, the Licensee is not permitted to download or license any Licensed Content.
1. DEFINITIONSThe following terms shall have the following meanings:
Copying or Copy means any form of reproduction of the whole or any part of any Licensed Content, through any medium and by any means, and includes without limitation the adaptation, alteration, distortion, manipulation and cropping of the Licensed Content, and the creation of a derivative work from the Licensed Content.
Editorial Content means Licensed Content which relates to events that are newsworthy or of public interest and which is licensed for use in an editorial manner and context only.
Intellectual Property Rights means all intellectual and industrial property rights of whatsoever nature (including without limitation all copyright, names, logos, trademarks, the Website design and its ‘look and feel’, text, documents, content, selection and arrangement of elements, databases, organisation, graphics, photographs and images, compilation, magnetic translation, digital conversion, computer codes contained in the Website) and similar or analogous rights (whether or not registered, whether present, future or contingent, and including without limitation all renewals, extensions, revivals and accrued rights of action and all pending applications), existing in any jurisdiction and all rights to apply for acquisition of the same.
Invoice means the invoice issued by Glopho that sets out the terms agreed with the Licensee. The Invoice forms part of this Licence. All references to the Licence shall include the terms of the Invoice.
Licensed Content means any film, video footage, still image, visual representation, audio product, audio-visual product, accompanying text, articles, journalistic material, negatives, transparencies, film imprints, prints, original digital files, or any Copies thereof, and any other content protected by copyright, trade mark or other Intellectual Property Rights which is displayed on the Website and licensed to the Licensee by Glopho under this Licence. References to the Licensed Content shall be to the Licensed Content as a whole as well as any part of the Licensed Content.
Licensee means the person or entity purchasing a licence hereunder (including the Licensee’s officers, directors, agents, representatives and employees) or, if there is a Buyer (see clause 5), the person or entity designated as Licensee on the Invoice/during the purchasing process.
Licensed Rights means the written information which accompanies the Licensed Content, including without limitation the information provided in the Invoice, editorial feed, on the Website (for example, in the purchase area), or in any other written communication which accompanies the Licensed Content. The Licensed Rights may include without limitation details of the territory in which the Licensed Content may be used, use restrictions and price details. The Licensed Rights form part of this Licence, and all references to the Licence shall include the Licensed Rights.
User means any person connected with the Licensee e.g. employees, freelancers and/or subcontractors of the Licensee who manipulate, edit or modifies the original digital file containing the Licensed Content or incorporates the Licensed Content within any derivative work.
Website means Glopho’s website at www.glopho.com
2. LICENCE2.1.
In consideration of payment by the Licensee of the Fee (as defined in clause 4.1) for the specified purpose, Glopho hereby grants to the Licensee the non-exclusive, non-transferable, non-sub- licensable, revocable right in relation to the Licensed Content in accordance with the Licensed Rights:
2.1.1.
to make a printed copy of the Licensed Content retrieved from the Website and to download and store securely by electronic means on the Licensee’s server one copy of each item of the Licensed Content and one high-resolution backup copy for security purposes only;
2.1.2.
subject to clauses 2.1.3 and 2.1.4, to use and Copy the Licensed Content, solely to the extent explicitly stated in this Licence, and including for use in electronic publications (such as website designs) so long as such use in electronic publications does not exceed a maximum resolution of 72dpi;
2.1.3.
in relation to Editorial Content only, to crop Editorial Content, provided that the editorial integrity of the Editorial Content is not compromised, and provided that (unless otherwise agreed in writing in advance by Glopho) the Editorial Content is not used for any commercial, promotional, advertising or merchandising use;
2.1.4.
subject to clause 8.3.2 (restriction of assignments and sub-licences), to use, sell or license derivative works incorporating the Licensed Content, so long as the Licensed Content is not contained in an electronic template which can, or is intended to be, reproduced by third parties on electronic or printed products, and so long as use in electronic publications (such as website designs) does not exceed a maximum resolution of 72 dpi; and
2.1.5.
subject to the terms of this Licence, to store the Licensed Content in a digital library, network configuration or similar arrangement to allow the Licensee’s employees, partners, subcontractors or clients to view the Licensed Content, to modify and edit the original digital file containing the Licensed Content and to incorporate the Licensed Content within any derivative work. However, the Licensed Content must under no circumstances be used in this way by more than one (1) User during the Term, unless additional subscription licences are purchased for each additional User before such additional use begins.
2.2.
All of the above rights may be exercised by subcontractors of the Licensee for preparation of the final product for the licensed use; provided that such subcontractors agree to abide by the terms of this Licence, and the Licensee shall at all times remain responsible and liable for all acts and infringements of each subcontractor.
2.3.
The Licensee acknowledges that all Intellectual Property Rights in the Licensed Content is and remains the property of Glopho or its licensors (as applicable), and that the Licensed Content shall only be used by the Licensee as permitted by this Licence.
2.4.
Where Glopho reasonably believes that the Licensed Content is being used outside of the scope of the Licence, the Licensee shall at Glopho’s reasonable request, provide a sworn statement detailing the scope of the use made by the Licensee of the Licensed Content, which statement shall be signed by an officer of the Licensee in a form to be approved by Glopho, or at Glopho’s reasonable request, withdraw from publication the Licensed Content. Glopho may terminate this Licence at any time with immediate effect at its sole discretion.
2.5.
All rights, title and interest not specifically and expressly granted to the Licensee under this Licence are reserved to Glopho and or its licensors (as applicable), and no use of the Licensed Content other than expressly stated in this Licence is allowed.
3.1.
The Licensee hereby acknowledges that it shall not acquire any rights, ownership, interest or goodwill in the Intellectual Property Rights or other proprietary rights of Glopho or other rights owner(s) in the Licensed Content other than the rights granted expressly under this Licence and that all such Intellectual Property Rights and other rights in the Licensed Content (whether existing at, or coming into existence after, the commencement date of this Licence) shall remain vested in, and are expressly reserved to, Glopho or the respective rights owners. This clause will survive this Licence and the Licensee’s use of the Licensed Content hereunder.
3.2.
To be clear, the Licensee may not use the name “Glopho” other than as expressly agreed in this Licence.
4.1.
The Licensee shall pay the fee for the specified purpose (“Fee”) either at the time of downloading or within 14 days of the date of the Invoice (as applicable). Any claims for adjustment or rejection of the terms of the Invoice must be made in writing to Glopho within 10 days of receipt of the Invoice. All sums specified in the purchase process are exclusive of VAT or any similar taxes which, if payable, shall be paid on presentation by Glopho of an appropriate VAT invoice.
4.2.
If the Licensee fails to pay Glopho’s invoice in full within the time specified in the invoice, Glopho may add a service charge of one and one-half percent (1.5%) per month (or such lesser amount to the extent as is permitted by law), on any unpaid balance until payment is received. Glopho reserves the right to revoke this Licence in its sole discretion if payment is not made on time.
4.3.
Except where stated otherwise in this Licence, no refunds or credits of the Fee will be issued by Glopho. The transfer of the file containing the Licensed Content from Glopho to the Licensee via the internet, or the breaking of the CD-ROM (compact disc read only memory) seal, is considered to be the complete fulfillment of Glopho’s obligations hereunder.
5.1.
Where a person or entity purchases the licence hereunder on behalf of a third party Licensee (“Buyer”), the Buyer hereby warrants that the Buyer is authorised to act as an agent on behalf of the Licensee and has full power and authority to bind the Licensee to this License. Should the Licensee dispute such power and authority, the Buyer shall be bound and liable for any failure of the Licensee to comply with the terms of this Licence. However, nothing in this clause 5 shall excuse the Buyer’s obligation to make payment to Glopho for the Licensed Content. The Buyer agrees 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 this licence by the Licensee.
6.1.
In order to access the Website, the Licensee must create a Business Account (“Business Account”). The Licensee is expressly prohibited from using any other Business Account without Glopho’s permission. In creating its Business Account the Licensee represents and warrants that all of the information provided by the Licensee is accurate and complete. The Licensee shall be solely responsible for any activity occurring on its Business Account, agrees to keep the access details confidential and secure, and will notify Glopho immediately if any unauthorised party becomes aware of any breach of security or unauthorised use of the Business Account.
6.2.
Save in respect of any negligence on the part of Glopho, Glopho accepts no liability for any losses caused by any unauthorised use of the Licensee’s Business Account. The Licensee accepts that it will be liable for losses incurred by Glopho or other third parties due to such unauthorised use.
7.1.
The Licensee will be responsible for the acquisition of any permissions, licences, software, telecommunications lines and equipment to enable the Licensee to receive the Licensed Content and/or to retrieve the Licensed Content from the Website. Any costs incurred by Glopho beyond the costs associated with the electronic download of the Licensed Content to the Licensee shall be borne by the Licensee.
7.2.
The Licensee shall examine all Licensed Content for possible defects (digital or otherwise) before sending any Licensed Content for Copying. Without prejudice to clause 12.3, Glopho shall not be liable for any loss or damage suffered by the Licensee or any third party, whether directly or indirectly, caused by any alleged or actual defect in any Licensed Content or its caption or in any way from its Copying.
7.3.
If the Licensee/Buyer requests in writing to cancel this Licence within 30 days of the date of receipt of the Invoice by the Licensee/Buyer of the Licensed Content, and such Licensed Content has not been used by the Licensee, Glopho may, at its sole and unfettered discretion, cancel this Licence and issue a credit to the Licensees’ or Buyer’s account or credit card of up to 100% of the Fee minus an administrative fee that will be charged at Glopho’s current standard rate. Nothing in this clause 7.3 shall apply to research, lab, service fees, administration fees or editorial subscription fees which shall be payable according to the terms stated on the Invoice, and which are non-refundable.
8.1.
The Licensee shall:
8.1.1.
take all necessary measures to safeguard the Intellectual Property Rights of Glopho in the Licensed Content;
8.1.2.
be solely responsible for determining and obtaining before publication any release, consents or licences required for any proposed use of the Licensed Content;
8.1.3.
take all necessary steps to ensure that the Licensed Content and the Licensee’s use thereof complies with all laws, registrations, Directives and guidelines, and the principles enunciated in the Press Complaints Commission Code of Practice http://www.pcc.org.uk/cop/practice.html;
8.1.4.
ensure that all copies of the Editorial Content bear the copyright symbol © accompanied by Glopho’s and relevant author’s name (as applicable) and the year of first publication of the Licensed Content along with any other acknowledgement Glopho may, from time to time, direct the Licensee to include, and ensure that no proprietary notice, credit and identification number is removed, cut, concealed, modified, obscured or otherwise tampered with, unless expressly agreed with Glopho. For example: © Photographer Name / Glopho. If the Licensee fails to include such a credit, the Licensee shall, if required by Glopho, pay an additional fee of up to 100% of the Fee. The foregoing is without prejudice to any other rights or remedies available to Glopho;
8.1.5.
where technically feasible, provide a screen credit, equal in size and placement to similar footage in the media, for any film or video footage used in a feature film, broadcast television or cable production which must read as directed by the designated director;
8.1.6.
use its best efforts to ensure that any third party to whom the Licensee makes the Licensed Content available: (i) abides by the terms and conditions of this Licence; and (ii) does not Copy, redistribute, retransmit, publish or republish or otherwise exploit the Licensed Content except as permitted hereunder;
8.1.7.
use the most up to date version of the Licensed Content and shall cease distribution of any outdated version of which it is notified by Glopho;
8.1.8.
if any Licensed Content (other than Editorial Content) features a model or property in connection with a subject that would be unflattering or controversial to a reasonable person, accompany each such use with a statement that indicates that the Licensed Content is being used for illustrative purposes only, and any person depicted in the Licensed Content (if any) is a model; and
8.1.9.
maintain a strong firewall in accordance with accepted industry practice to safeguard against unauthorised access to the Licensed Content. On request the Licensee shall provide full details of such firewall to Glopho.
8.2.
Upon reasonable notice, (i) the Licensee shall provide to Glopho sample copies of a Copy containing Licensed Content, and (ii) Glopho may, using its own employees or a third party, audit the Licensee’s records which are related to the use of Licensed Content in order to verify compliance with the terms of this Licence. Should Glopho reasonably believe that Licensed Content is being used outside of the scope of the terms hereunder, the Licensee shall, at Glopho’s request, provide a letter signed by an officer of the Licensee in a form to be approved by Glopho, stating compliance with the Licence.
8.3.
The Licensee shall not:
8.3.1.
breach any applicable code of practice, shall not use the Licensed Content for any use which is unlawful, offensive, pornographic, defamatory or otherwise damaging to the reputation of Glopho or the people and/or, where relevant, corporate entities or other bodies appearing in the Licensed Content, and shall not otherwise store the Licensed Content transiently or permanently on any medium or transfer or transmit or Copy or loan to any third party or publish or otherwise exploit, modify or create derivative works from or combine with any other material the Licensed Content except to the extent necessary to exercise the rights granted hereunder;
8.3.2.
save as permitted herein, assign, sub-license, distribute or transfer the Licensed Content or any rights granted or obligations imposed hereunder without Glopho’s prior written consent, nor shall the Licensee assign, sub-license, distribute or transfer any derivative work which contains the Licensed Content in a way that would allow a third party to download, extract or otherwise access and use the Licensed Content as a standalone file;
8.3.3.
use, or permit third parties to use, the Licensed Content in any way which is contrary to the terms of this Licence or any restriction on use that is provided to the Licensee before or at the time of delivery of the Licensed Content, whether included in the Licensed Rights or any other written communication from Glopho, and all such restrictions which are provided to the Licensee shall be incorporated into and become part of this Licence;
8.3.4.
incorporate the Licensed Content in any logo, trade mark or service mark;
8.3.5.
unless expressly agreed with Glopho, make any alterations or modifications to the Licensed Content save for such alterations or modifications only as are strictly necessary to enable the Licensee to exercise its rights under this Licence;
8.3.6.
in any form Copy or publicise the final product of the licensed use of the Licensed Content in any secondary reproductions (including without limitation screen shots and compilations) unless otherwise agreed with Glopho in writing in advance or otherwise authorised by law (failing which an additional licence may be required and additional fees fall due);
8.3.7.
make available or assist others in making available the Licensed Content for use by any third party other than as expressly permitted in this Licence, nor shall the Licensee assign, sub-license, distribute or transfer any derivative work which contains the Licensed Content in a way that would allow a third party to download, extract or otherwise access and use the Licensed Content as a standalone file, other than as expressly stated in this Licence or as otherwise agreed between the parties in writing;
8.3.8.
modify, re-purpose or re-configure for use in any mobile-directed websites or mobile application that are specifically created for viewing of Licensed Content on mobile devices, without obtaining Glopho’s prior written consent;
8.3.9.
do, or authorise any third party to do, any act which would or might invalidate or be inconsistent with any rights, including Privacy, Confidentiality and Intellectual Property Rights, of Glopho or any third party in the Licensed Content and shall not omit, or authorise any third party to omit to do, any act which by its omission would or might invalidate or be inconsistent with these rights of Glopho or any third party in the Licensed Content;
8.3.10.
infringe or seek to challenge or permit any third party to infringe or challenge the validity of Glopho’s Intellectual Property Rights; nor
8.3.11.
without prejudice to the generality of the foregoing, do anything with the Licensed Content which is in breach of or otherwise inconsistent with the moral rights of the authors of the Licensed Content.
8.4.
The Licensee shall promptly and fully notify Glopho of any actual, threatened or suspected infringement (in the territory in which the Licensee is permitted to use the Licensed Content) of any Intellectual Property Rights of Glopho or of any of Glopho’s contributors of Licensed Content, or any other rights in the Licensed Content which comes to the Licensee's notice; of any claim by any third party coming to its notice that the Licensed Content and/or the exercise by the Licensee of its rights hereunder infringes the Intellectual Property Rights or other third party rights; and if the Licensee becomes aware or suspects that any third party has gained access to the Licensed Content through the Licensee (or the Licensee’s Subscriber Account) or that any third party is wrongfully using the Licensed Content.
8.5.
If the Licensee becomes aware, or is notified by Glopho, that the Licensed Content is subject to a threatened or actual claim of infringement, violation of another right, or another other claim for which Glopho may be liable, or if Glopho withdraws any Licensed Content for any good reason, the Licensee shall physically remove the Licensed Content from its premises, computer systems and storage and, if possible, cease any future use at its own expense. Glopho shall free of charge provide the Licensee with comparable Licensed Consent (such comparability to be judged by Glopho in its reasonable judgment), subject to the terms of this Licence.
8.6.
The Licensee shall at the request and reasonable expense of Glopho do all such things as may be reasonably required to assist Glopho in taking or resisting any proceedings in relation to any infringement or claim and in maintaining the validity and enforceability of the Intellectual Property Rights of Glopho in the Licensed Content. If Glopho takes legal proceedings at its own expense, Glopho will be entitled to retain the entire proceeds recovered in those proceedings, including any sums ordered to be due to the Licensee. Glopho will be under no obligation to take any action in the event of infringement.
9.1.
Glopho will notify the Licensee in writing it if has obtained a model release and/or other property release for the Licensed Content. However, whether or not Glopho obtains a model and/or property release, the Licensee shall be solely responsible for obtaining prior to use of the Licensed Content any required releases, consents and clearances in relation to the use of the relevant Licensed Content and for determining the contents of such releases, consents and clearances. As to any release delivered by Glopho, neither Glopho nor any licensor makes any representation, warranty or guarantee as to its sufficiency in relation to any use of the Licensed Content.
9.2.
If any Licensed Content (other than Editorial Content) featuring a model or property is used in connection with a subject that would be unflattering or controversial to a reasonable person, the Licensee must accompany each such use with a statement that indicates that the Licensed Content is being used for illustrative purposes only, and any person depicted in the Licensed Content, if any, is a model.
9.3.
The Licensee acknowledges that in some jurisdictions legal protection is provided against use of a person’s image, likeness or property for commercial purposes without that person’s consent. Neither Glopho nor any party on whose behalf Glopho licenses Licensed Content represent or warrant as to whether any additional payments are due to any such person, and the Licensee shall be solely responsible for any such additional payments.
10.1.
The Licensee hereby agrees to indemnify, release and hold harmless Glopho as well as its officers, directors, agents, representatives and employees against any loss, injury or damage, actions, claims, proceedings, liabilities, expenses, demands, costs (including reasonable legal costs, and including any compensation, costs and disbursements paid by Glopho to compromise or settle any claim) which arise out of, or as a result of, claims by third parties relating to (i) the Licensee’s use of the Licensed Content; or (ii) a breach of any of the Licensee’s obligations under the terms of this Licence; (iii) Licensee’s failure to obtain any required release; and (iv) the infringement by the Licensee of any Intellectual Property Right or other right of any person or entity.
10.2.
This indemnity covers, without limitation, any use of Licensed Content in a manner not expressly authorised by this Licence and includes without limitation a breach of a term of this Licence which may constitute copyright infringement, entitling Glopho to exercise all rights and remedies available to it under copyright laws around the world. The Licensee shall be responsible for any damages resulting from any such copyright infringement, including any claims by a third party.
10.3.
In addition, and without prejudice to Glopho’s other remedies under this Licence, Glopho reserves the right to charge, and the Licensee agrees to pay, a fee equal to up to 10 (ten) times Glopho’s relevant standard Fee for the unauthorised use of the Licensed Content
10.4.
This indemnity clause will survive this Licence and the Licensee’s use of the Licensed Content hereunder.
11.1.
Glopho reserves the right at any time at its sole discretion and with immediate effect (i) to re-classify and/or move the Licensed Content to another database (including without limitation the archive database), (ii) to withdraw the right to use the Licensed Content, and (iii) to terminate the Licence, the Licensee’s Account and access to the Website. Glopho shall give written notice to the Licensee of such re-classification, withdrawal and termination.
11.2.
Upon expiry or termination of this Licence, the Licensee shall immediately cease all use, publication and distribution in any and all media of the Licensed Content and destroy or delete all copies of the Licensed Content (whether digital, physical or otherwise) including all partial or modified versions of the Licensed Content, and ensure that its subcontractors, clients and customers do likewise. The Licensee shall upon Glopho’s reasonable request provide Glopho with a sworn statement by an officer of the Licensee attesting to such deletion and/or destruction, and shall comply with any additional reasonable directions Glopho may give under this clause. Without prejudice to the foregoing, and unless this Licence was terminated because of the Licensee’s breach of its obligations under this Licence, the Licensee is permitted to continue using the final products into which the Licensed Content was incorporated during the Term. For the avoidance of doubt, Licensed Content must not be used in a new product or for the first time after expiry of the Term or termination, whichever is the earlier.
11.3.
Where, following service of a notice under clause 11.1 Glopho reasonably believes that the Licensed Content is continuing to be distributed, the Licensee shall at Glopho’s request provide a sworn statement detailing any continued use of the Licensed Content and any third parties to whom the Licensed Content may have been distributed in order that Glopho can provide details of the same to any authority, governmental or investigative body or rights owner who are investigating or querying the same.
12.1.
The Licensee acknowledges that it shall use the Licensed Content at its own risk.
12.2.
Whilst Glopho takes reasonable care in the creation, selection and assembly of the Licensed Content, the Licensed Content is provided on an “as is” and “as available” basis. Whilst efforts may have been made to correctly caption the subject matter of the Licensed Content, Glopho does not warrant that such information is accurate, save where stated otherwise in this Licence. To the fullest extent possible pursuant to applicable law, Glopho, its affiliates, service providers and licensors disclaim all warranties, express, implied, statutory or otherwise, in relation to the subject matter of this Licence.
12.3.
In particular, but without limitation, and to the fullest extent possible pursuant to applicable law, Glopho makes no representation or warranty as to:
12.3.1.
whether any additional fees or payments may be due to any person depicted in the Licensed Content which fees shall solely be the responsibility of the Licensee;
12.3.2.
the use of names, people, trade marks, trade dress, logos, registered, unregistered or copyrighted audio, designs or works of art or architecture depicted in any Licensed Content;
12.3.3.
the sufficiency of any release delivered with the submission of any Licensed Content;
12.3.4.
the accuracy, validity or authenticity of the Licensed Content;
12.3.5.
whether any releases and consents have been obtained from the individuals that may be featured in the Licensed Content or that the Licenced Content; and
12.3.6.
whether the Licensed Content infringes upon any intellectual property rights including copyright and moral rights or any other right of any third party; violates any law or code, including by the manner in which it was obtained or created; is not defamatory, threatening, obscene, distressing, or is not sexist, racist or otherwise offensive; was not taken by any hidden, surreptitious or illegal means; does not violate another person's privacy or publicity rights or any rights of confidentiality or does not obtain a malicious falsehood; is accurate, genuine and if it does not depict any event staged for the purpose of making the Material; Is not subject to any other contract, agreement or license.
12.4.
To the fullest extent possible pursuant to applicable law, Glopho shall not be liable to the Licensee or any other person or entity:
12.4.1.
for any loss, injury or damage, actions, claims, proceedings, demands or costs incurred or suffered by the Licensee or any third party, whether directly or indirectly, arising out of the Licensee’s use of this Licence and the Licensed Content including without limitation:
a.
any alleged or actual defect in any of the Licensed Content or in any way from its use;
b.
the refusal or failure of the Licensee to cease distribution of, or to delete, all copies and versions of the Licensed Content in respect of which a notice has been served by Glopho pursuant to clause 11.1;
c.
the refusal or failure of the Licensee to use any modified version or new release of the Licensed Content supplied by Glopho to the Licensee to replace or complement an earlier version or release;
d.
the unauthorised alteration or modification of the Licensed Content or the combination of the Licensed Content with other material or software not licensed by Glopho;
e.
for loss of data or corruption of data, loss of programs, loss (whether direct or indirect) of goodwill, reputation, profits, business or business opportunities or anticipated savings or for any special, indirect, incidental or consequential loss or damage whatsoever;
f.
for claims that the Licensed Content infringes 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; violates any law or code, including by the manner in which it was obtained or created; is defamatory, threatening, obscene, distressing, or is sexist, racist or otherwise offensive; was taken by any hidden, surreptitious or illegal means; violates another person's privacy or publicity rights or any rights of confidentiality or contains a malicious falsehood; depicts any event staged; is subject to any other contract, agreement or license.
12.5.
Subject to clause 12.6, Glopho’s maximum aggregate liability under or in connection with this Licence, whether in contract, tort (including negligence) or otherwise, will in no circumstances exceed the total Fee paid by the Licensee in respect of the Licensed Content.
12.6.
Nothing in the Licence is intended to exclude or limit Glopho’s liability for death or personal injury caused by its negligence, for fraud or any other liability that cannot be excluded or limited under applicable law.
13.1.
Any notice, consent or similar communication (“Notice”) given under the Licence shall not be binding unless in writing and may be given personally or sent to the party to be notified by pre-paid first class post or by electronic mail or facsimile transmission at its address as notified to the other. Notice given personally shall be deemed given at the time of its delivery. Notice sent by post in accordance with this clause shall be deemed given at the commencement of the second business day of the recipient following its posting. Notice sent by electronic mail or facsimile transmission in accordance with this sub-clause shall be deemed given at the time of its actual transmission provided that the sender does not receive any indication that the electronic mail message or facsimile transmission has not been successfully transmitted to the intended recipient.
13.2.
The failure by either party to enforce at any time or for any period any one or more of the terms or conditions of the Licence shall not be a waiver of them or of the right at any time subsequently to enforce any or all such terms and conditions.
13.3.
Variations to this Licence will only be valid if they have been signed by the authorised signatories of the parties.
13.4.
Nothing in the Licence shall create or be deemed to create a partnership or the relationship of principal and agent between the parties and the Licensee shall have no right or authority to bind or to make any representation or warranty on behalf of Glopho.
13.5.
Other than as expressly stated in this Licence, this Licence is not intended to create any right enforceable by any person not a party to it. All rights and remedies available to the parties under the terms of the Licence and under the general law shall be cumulative and no exercise by either of the parties of any such right or remedy shall restrict or prejudice the exercise of any other right or remedy granted hereunder or otherwise available to it.
13.6.
If any provision of the Licence is declared by any judicial or other competent authority to be void, voidable, illegal or otherwise unenforceable or indications of this are received by either of the parties from any relevant competent authority, the parties shall amend that provision in such reasonable manner as achieves the intention of the parties without illegality or at the discretion of Glopho it may be deleted from the Licence and in either event the remaining provisions of the Licence shall remain in full force and effect.
13.7.
The Licence shall be governed by and construed according to the laws of England and the parties submit to the exclusive jurisdiction of the English Courts.
Privacy Policy
The Definitions used in this Privacy Policy are as set out in the Terms and Conditions.
IntroductionYou warrant that the personal information which you are required to provide when you register with us is true, accurate, current and complete in all respects.
We are committed to the privacy and confidentiality of the information provided by you to us and especially your Personal Data. The term “Personal Data” refers to personally identifiable information about you, such as your name, job description, health related data, birthday, e-mail address or mailing address.
This Privacy Policy describes our current policies and practices with regard to Personal Data collected by us from you directly and/or through the website where such Personal Data is protected by the Data Protection Act 1998 (“DPA”).
Please note that by submitting Personal Data manually or in electronic form to us and/or by using our website you give your consent that all Personal Data on each occasion that you submit may be processed by, and/or shared within the Glopho Ltd Group, in the manner and for the purposes described in this Privacy Policy.
Unfortunately, the transmission of information via the internet is not completely secure. Although we will do our best to protect your personal data, we cannot guarantee the security of your data transmitted to our site; any transmission is at your own risk. Once we have received your information, we will use strict procedures and security features to try to prevent unauthorised access.
Notification of changes to this Privacy PolicyWe are continually improving our methods of communication and adding new functionality and features to this website and to our existing services. Because of these ongoing changes, changes in the law and the changing nature of technology, our data practices will change from time to time. If and when our data practices change, we will notify you of the changes via this page. Please encourage you to check this Privacy Policy frequently.
Collection of Personal Data including e-mail addressesYou may provide us with your Personal Data in order to receive information, advice, or services from us. We may request personal information about you such as your name, postal address, email address, telephone numbers and we may ask for information which enables us to provide a personalised service to you. The information you give us is either manually or electronically stored in our databases.
We sometimes supplement the information that you provide with information that is received from third parties. For example, if inaccurate post codes are received, we will use third party software to fix them.
We also reserve the right to monitor and/or record your communication with us by mail, voice, email or any other form of transmission for the purposes of quality control, security and other business needs. Any Personal Data contained in such recorded information will be processed in accordance with the terms of this Privacy Policy.
We may also receive your Personal Data from other companies associated with Glopho, our service providers, agents, advisers or business partners, including, without limitation, news agencies. Where Personal Data is disclosed to us by third parties, it is the obligation of the disclosing party to ensure such Personal Data is disclosed with requisite authority and consent and we will process such Personal Data in accordance with this Privacy Policy.
Use of Personal DataWe process your Personal Data and share your Personal Data with companies associated with Glopho or others only for specific and limited purposes. We ask only for data that is adequate, relevant and not excessive for those purposes. Some of these purposes may include the following:
For the purposes of accounting;
To process your request for information or advice;
To help diagnose any problems with our server and administer our website;
To register and manage your account;
To contact you with information regarding your account;
To process and administer any licensing of your Material;
Where you have consented to be contacted for such purposes, provide you with information regarding products and services which we think may be of interest to you;
Notify you of any changes to our service.
In addition to the information we collect as described above, we use technology to collect anonymous information about the use of our website. For example, we use technology to track which pages of our website our visitors view. We also use technology to determine which Web browsers our visitors use. This technology does not identify you personally; it simply enables us to compile statistics about our visitors and their use of our website.
We use this anonymous data to improve the content and functionality of our website and our e-mail updates, to better understand our customers and visitors, and to improve the services we offer.
Disclosure of your Personal DataWe do not share with, nor sell nor distribute your Personal Data to unrelated third parties, except under these limited circumstances:
Personal Data may occasionally be transferred to third parties who act for us for further processing in accordance with the purposes for which the data was originally collected or for purposes to which you have consented or otherwise in accordance with this Privacy Policy. For example, sometimes a third party may have access to your Personal Data in order to support our information technology or to handle mailings on our behalf.
Unless you have given us your consent to the processing of your Personal Data in accordance with our Privacy Policy (which includes sharing or other disclosing), we will not share or disclose your Personal Data to any unrelated third parties for their own marketing purposes.
We may share or transfer the information in our databases to comply with a legal or regulatory requirement, for the administration of justice, interacting with anti-fraud databases, to protect your interests, to protect the security or integrity of our databases or this website, to take precautions against legal liability, or in the event of our sale, merger, re-organisation, transfer of business, dissolution or similar event.
If we sell or buy any business or assets, in which case we may disclose your Personal Data to the prospective seller or buyer of such business or assets. Where appropriate, before disclosing Personal Data to a third party, we contractually require the third party to take adequate precautions to protect that data and to comply with applicable law.
Data Integrity and SecurityWe strive to maintain the reliability, accuracy, completeness and currency of Personal Data in our databases and to protect the privacy and security of our databases. The security measures in place on our website and computer systems, aim to protect the loss, misuse or alteration of the information you provide to us. We keep your Personal Data only for as long as reasonably necessary for the purposes for which it was collected or to comply with any applicable legal or regulatory requirements, or our data retention policy.
Data AccessUpon receipt of your written request and enough information to permit us to identify your Personal Data, we will (subject to the exceptions to the requirement to disclose under the DPA) disclose to you the Personal Data we hold about you, for which we may make a small charge. Requests to delete Personal Data are subject to any applicable legal and regulatory requirements or document retention obligations and any of our current contracts which are still in force. If you wish to make a subject access request, relating to Personal Data held about you by Glopho Ltd, please write to:
Glopho Ltd
Clearwater House
4-7 Manchester Street
London
W1U 3AE
We encourage you to ensure that your Personal Data is accurate and kept up to date so please regularly update any information you have given to us by sending us an email, or by writing to us. We will correct, amend or delete any Personal Data that you notify us is inaccurate and notify any third party recipients of necessary changes.
Links to other websitesOur website may contain hyperlinks to websites that are not operated by us. Any such hyperlinks are provided for your reference and convenience only and do not imply any endorsement of the activities of these third-party websites or any association with their operators. We do not control these websites and are not responsible for their data or privacy practices. We urge you to review any privacy policy posted on any site you visit before using the site or providing any Personal Data about yourself.
Our website contains hyperlinks to other pages on our website. We may use technology to track how often these links are used and which pages on our website our visitors choose to view. Again this technology does not identify you personally – it simply enables us to compile statistics about the use of these hyperlinks.
Transfer of Data AbroadWe may transfer data between members of the Glopho group and our offices and third party processors which may be located outside the EEA. Where your Personal Data is transferred outside the EEA we will ensure that the recipient agrees to keep your information confidential and hold it securely in accordance with the requirements of the DPA.
If you are visiting our website from a country other than the country in which our servers are located, the various communications will necessarily result in the transfer of information across international boundaries.
By providing us with your Personal Data, you consent to the processing and transfer of your data as set out in this section.
UnsubscribeWe hope you will be delighted with everything that Glopho is and is striving to be, however if you no longer wish to receive information from us and want to be removed from our standard mailing list you can "unsubscribe" by email or post by contacting us at the address given below. Please allow twenty-eight days for the unsubscribe process to be completed.
Remember that by stopping the information that you receive from us about our products and services may not benefit you.
If you do not want to receive unsolicited mail from any source, you can stop this by registering with the "Mailing Preference Service". There are also telephone, fax and email preference services. For more information on the preference services, please visit the Direct Marketing Association's website.
Governing LawThis Privacy Policy forms part of our website Terms of Use and as such shall be governed by and construed in accordance with the laws of England. You agree to submit any dispute arising out of your use of this website to the exclusive jurisdiction of the courts of England.
FeedbackWe welcome comments about this Privacy Policy. If you have any questions about this Privacy Policy, or any part of our service, you may contact us by email.
Cookies Policy
What we do with 'cookies'Most websites you visit will use cookies in order to improve your user experience by enabling that website to ‘remember’ you, either for the duration of your visit (using a ‘session cookie’) or for repeat visits (using a ‘persistent cookie’).
Cookies do lots of different jobs, like letting you navigate between pages efficiently, storing your preferences, and generally improving your experience of a website. Cookies make the interaction between you and the website faster and easier. If a website doesn’t use cookies, it will think you are a new visitor every time you move to a new page on the site – for example, when you enter your login details and move to another page it won’t recognise you and it won’t be able to keep you logged in.
Cookies may be set by the website you are visiting (‘first party cookies’) or they may be set by other websites who run content on the page you are viewing (‘third party cookies’).
A cookie is a simple text file that is stored on your computer or mobile device by a website’s server and only that server will be able to retrieve or read the contents of that cookie. Each cookie is unique to your web browser. It will contain some anonymous information such as a unique identifier and the site name and some digits and numbers. It allows a website to remember things like your preferences. Some people find the idea of a website storing information on their computer or mobile device a bit intrusive, particularly when this information is stored and used by a third party without them knowing. Although this is generally quite harmless you may not, for example, want to see advertising that has been targeted to your interests. If you prefer, it is possible to block some or all cookies, or even to delete cookies that have already been set; but you need to be aware that you might lose some functions of that website.
Cookies enable us to identify your device, or you when you have logged in. We use cookies that are strictly necessary to enable you to move around the site or to provide certain basic features. We use cookies to enhance the functionality of the website by storing your preferences, for example. We also use cookies to help us to improve the performance of our website to provide you with a better user experience.
Cookies fall into roughly three categories: those that are absolutely required for the site to work properly, those that are functional and those related to performance. Some cookies are strictly necessary in order to enable you to move around the website and use its features. Without these cookies, we will not be able to determine the number of unique users of the site or provide certain features, such as automatic sign in to the Glopho site. Functionality cookies record information about choices you’ve made and allow us to tailor the website to you. For example, if you set your location in your personal profile, we use cookies to save your location preference. Functionality cookies may also take the form of Flash cookies, which are stored in your Adobe Flash Player rather than your browser. We use Performance cookies on the Glopho website for internal purposes to help us to provide you with a better user experience. Information supplied by cookies helps us to understand how our community uses Glopho so that we can improve how we present our content to you. They also allow us to test different design ideas for particular pages. We reserve the right to contract with independent measurement and research companies to perform these services for us and when this is the case, these cookies may be set by a third party company (third party cookies).
In order to collect the anonymous data described in the preceding paragraphs, we may use temporary “cookies” that remain in the cookies file of your browser until the browser is closed or we may retain information for the reasons described above. By using the site you are granting us permission to do so. We don’t sell the information collected by cookies, nor do we disclose the information to third parties, except where required by law (for example to government bodies and law enforcement agencies).
Personal Safety Instructions
Being Sensible
Professional news photographers benefit from often years of experience and may even get full emergency situation training before they find themselves caught up in the middle of what might be a hazardous situation. The vast majority of us simply stumble upon the news and although that is what makes us so valuable - one of us is always in the right place at the right time - it also makes us venerable. Please be safe.
Reporters Without Borders (with UNESCO) has compiled a Practical Guide for Journalists for those going to dangerous parts of the world, listing international norms protecting them and containing practical advice on how to stay alive and safe.
Removal Request Conditions
What is a Removal Request?
If you see a photograph on the site that you think has in some way contravened our Terms and Conditions, or is offensive, then you simply click on the remove request button.
This then brings it to our attention and we will look into removing it. It may be that we’ve not seen it and you’re right. Glopho is a community and your help is what will make it better.