MODERN ART PRINTS & STOCK IMAGE ARCHIVE

Copyright

All images and text on this website are the copyright and property of Paul Cooklin. All materials are protected under the United Kingdom and international copyright laws and treaties, which provide substantial penalties for infringement. The use of any images or other materials herein, in whole or part, for any purpose, including, but not limited to, reproduction, storage, manipulation, digital or otherwise, is prohibited without the written permission of Paul Cooklin.

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By purchasing the selected photographs (the "Prints") you hereby agree and acknowledge that you are not acquiring any right, title or interest in or to the Print(s) or any associated copyrights, other than the right to possess, hold and use the Print(s) for non-commercial purposes. Furthermore, you agree that you will: (i) not scan, copy, duplicate or otherwise reproduce the Print(s), (ii) not use the Print for any commercial purpose, without the express written consent of the photographer and (iii) indemnify PhotoShelter and its affiliates, officers, members, managers, employees and agents against any claims, losses or damages incurred as a result of or in connection with your breach of the foregoing restrictions.

You also hereby acknowledge that the Prints and being produced and manufactured by a third party vendor and that PhotoShelter is not involved nor otherwise responsible or liable for the production, manufacture or delivery of such Prints.

INTERPRETATION
In these Terms and Conditions the following words and phrases shall have the following meanings:

"the Buyer" means the person, firm or company who purchases the Goods from the Company:

"the Company" means Fat Cat Design UK

"Contract" means the contract between the Company and the Buyer which shall be deemed to incorporate these Terms;

"Goods" means any goods agreed in the Contract to be supplied by the Company to the Buyer;

"Place of Delivery" means the place to which the Goods are to be delivered.

In these Terms, reference to any statute or statutory provision shall be construed as a reference to such statute or statutory provision as amended, modified, re-enacted or replaced from time-to-time.

THE CONTRACT
The Contract shall be on these Terms to the exclusion of all other terms and conditions, including any such terms and conditions that are purported to be included or applied by the Buyer.

No terms and conditions contained in the confirmation of order, purchase order or other document of the Buyer will form part of the Contract.

DELIVERY
Any dates specified by the Company for delivery of the Goods are intended to be an estimate only. If no date is specified for delivery of the Goods, delivery shall be within a reasonable time.

Subject to the other provisions of these Terms, the Company shall not be liable for any loss, whether direct or consequential, economic or loss of profits or otherwise, arising directly or indirectly out of any delay in the delivery of the Goods nor will any delay entitle the Buyer to terminate or rescind the Contract unless the delay exceeds 60 days.

RISK IN AND OWNERSHIP OF THE GOODS
Risk in the Goods shall pass to the Buyer on delivery

Ownership in the Goods shall not pass to the Buyer until the Company has received in full in cleared funds all sums due to the Company in respect of the Goods and all other sums which are or may become due to the Company from the Buyer on any account.

Until ownership of the Goods has passed to the Buyer, the Buyer shall:

hold the Goods on a fiduciary basis as the Company's bailee;

store the Goods separately from all other goods of the Buyer or any third party in such a way that they remain identifiable as the Company's property;

not destroy or deface any identifying mark on the Goods or their packaging;

maintain the Goods in satisfactory condition insured with the Company's interest noted on the policy and hold any proceeds of such insurance on trust for the Company and not mix them with any other money.

PRICE
The price for the Goods shall, unless otherwise agreed, be the price set out on the date of delivery in the Company's price list. The price for the Goods shall be exclusive of all costs of carriage and insurance. VAT is inclusive. The Buyer shall pay such deposit as the Company shall direct.

PAYMENT
Payment shall not be deemed to have taken place until the receipt by the Company of cleared funds.

WARRANTIES
The Company warrants that the Goods are of satisfactory quality.

If the Buyer wishes to make a claim under this warranty, the Buyer shall give written notice to the Company within 7 days of the date of sale. Refunds or credits can only be considered after the Company has a reasonable opportunity to inspect the Goods in question.

The Company shall not be liable for any breach of warranty if the Buyer makes any further use of the Goods after giving such notice or alters or repairs the Goods without the agreement of the Company.

The Company's liability under the warranty shall be limited to repairing or replacing the Goods in question or refunding the price of such Goods.

LIMITATION OF LIABILITY
The Company's liability in contract, tort or otherwise arising out of the subject matter of the Contract shall not exceed the value of the goods and the Company shall under no circumstances be liable to the Buyer for any consequential, indirect or economic loss or damages.

FORCE MAJEUR
If either party is subject to an event of Force Majeure, that is circumstances outside its reasonable control, including but not limited to war, fire, industrial disputes or civil commotion, it shall notify the other and the first party's obligations under these Terms shall be suspended until it notifies the other party of the end of such event of Force Majeure.

GENERAL
If any part of these Terms is found to be void or unenforceable by any Court of competent jurisdiction, such part shall be severed from these Terms which will otherwise remain in full force and effect.

These Terms shall be governed by and interpreted according to English Law and the parties submit to the exclusive jurisdiction of the English Courts.

1. Definitions. In this Agreement the following definitions apply:

1.1 "Invoice" means the computer-generated or pre-printed invoice provided by or through the Site that may include, without limitation, names of the Licensor and Licensee, the permitted scope of use of the Licensed Material selected and the corresponding price for the license of such Licensed Material.

1.2 "Licensed Material" means any still image, film or video footage, audio product, visual representation generated optically, electronically, digitally or by any other means, including any negatives, transparencies, film imprints, prints, original digital files or any Reproductions thereof, or any other product protected by copyright, trademark, patent or other intellectual property right, which is licensed to Licensee by Licensor under the terms of this Agreement. Any reference in this Agreement to the Licensed Material shall be to each individual item within the Licensed Material and also to the Licensed Material taken as a whole.

1.3 "Licensee" means the person or entity set forth in the applicable Invoice as the "licensee" and receiving the rights to the Licensed Materials as specified hereunder.

1.4 "Licensor" means the person or entity set forth on the Invoice as the "licensor" and granting the rights to the Licensed Materials as specified hereunder. For the avoidance of doubt, in no event shall PhotoShelter be deemed for any purposes hereunder as the Licensor.

1.5 "Reproduction" and "Reproduce" mean any form of duplication, copying or publication of any or all of the Licensed Material, via any medium and by whatever means, and/or the distortion or manipulation of the whole or any part of the Licensed Material and the creation of any derivative work from the Licensed Material.

1.6 "User" means any employee or subcontractor of the Licensee who manipulates, edits, or modifies the original digital file containing the Licensed Material or incorporates the Licensed Material within any derivative work.

2. Grant of Rights. Subject to the terms of this Agreement:

2.1 Licensee has the non-exclusive, non-transferable, non-sublicensable right to Reproduce the Licensed Material identified in the Invoice an unlimited number of times in any and all media for the following purposes (together the "Permitted Uses"):

2.1.1 Advertising and promotional materials;

2.1.2 Broadcast and theatrical exhibitions;

2.1.3 Print publications and physical products;

2.1.4 Electronic publications including website design, up to a maximum resolution of 72dpi; and

2.1.5 Any other uses approved by the Licensor in the Invoice or otherwise in writing.

2.2 Licensee has the right to have the Licensed Material Reproduced by subcontractors of Licensee, provided that Licensee ensures that such subcontractors agree to abide by the provisions of this Agreement.

2.3 Licensee may alter, crop, manipulate and create derivative works of the Licensed Material.

2.4 Licensee's rights to the Licensed Material are worldwide and perpetual.

3. Restrictions.

3.1 Licensee may store the Licensed Material in a digital library, network configuration or similar arrangement to allow the Licensed Material to be viewed by employees, partners and clients of Licensee, but under no circumstance may the Licensed Material ever be used by more than 10 Users unless otherwise provided in writing by the Licensor.

3.2 Licensee may not sublicense, sell, assign, convey or transfer this Agreement or any of its rights under this Agreement but Licensee may sell or license derivative works incorporating the Licensed Material. However, Licensee may not include the Licensed Material in an electronic template intended to be Reproduced by third parties on electronic or printed products.

3.3 Licensee may not sell, license or distribute any derivative work containing the Licensed Material in a way that would allow a third party to download, extract or access the Licensed Material as a standalone file.

3.4 Licensed Material shall not be incorporated into a logo, trademark or service mark.

3.5 Licensee may not post the Licensed Material online in a downloadable format or enable it to be distributed via mobile telephone devices.

3.6 If any Licensed Material featuring a model is used in (i) a manner that would lead a reasonable person to believe that the model personally uses or endorses a product or service; or (ii) connection with a subject that would be unflattering or unduly controversial to a reasonable person, Licensee must accompany each such use with a statement that indicates that the person is a model and the Licensed Material is being used for illustrative purposes only.

3.7 The Licensed Material may not be used in a pornographic, defamatory or otherwise illegal manner.

3.8 Licensee must retain the copyright symbol, the name of Licensor or such other credit information, if any, provided in the invoice, the Licensed Material's identification number and any other information as may be invisibly embedded in the electronic file containing the original Licensed Material.

3.9 Licensee must abide by any restriction on use notified to it by Licensor before or at the time of delivery of the Licensed Material, either in the Invoice, information accompanying the Licensed Material or otherwise.

3.10 If any Licensed Material is Reproduced in an editorial manner, Licensor's name or, such other credit information, if any, provided in such Invoice, must appear adjacent to the Licensed Material in the credit line accompanying the Licensed Material.

4. Copyright. No ownership or copyright in any Licensed Material shall pass to Licensee by the issuance of the license contained in this Agreement. Except as expressly stated in this Agreement, Licensor grants Licensee no right or license, express or implied, to the Licensed Material.

5. Warranty and Limitation of Liability.

5.1 Licensor warrants that: (i) it has all necessary rights and authority to enter into and perform this Agreement; (ii) the Licensed Material will be free from defects in material and workmanship for 30 days from delivery (Licensee's sole and exclusive remedy for a breach of this warranty being the replacement of the Licensed Material); and (iii) Licensee's use of the Licensed Material in its original form, and when used in accordance with this Agreement and the Invoice, will not infringe on any copyright, moral right, trademark or other intellectual property right and will not violate any right of privacy or right of publicity.

5.2 LICENSOR MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE LICENSED MATERIAL, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. LICENSOR SHALL NOT BE LIABLE TO LICENSEE OR ANY OTHER PERSON OR ENTITY FOR ANY GENERAL, PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES, OR LOST PROFITS OR ANY OTHER DAMAGES, COSTS OR LOSSES ARISING OUT OF LICENSEE'S USE OF THE LICENSED MATERIAL OR OTHERWISE, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES. LICENSOR'S MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH LICENSEE'S USE OF OR INABILITY TO USE THE LICENSED MATERIAL (WHETHER IN CONTRACT, TORT OR OTHERWISE) SHALL, TO THE EXTENT PERMITTED BY LAW, BE LIMITED TO THE VALUE OF 5 TIMES THE VALUE PAID BY THE LICENSEE FOR THE LICENSED MATERIAL.

5.3 THE REPRESENTATIONS AND WARRANTIES MADE BY LICENSOR IN THIS AGREEMENT APPLY ONLY TO THE LICENSED MATERIAL AS DELIVERED BY LICENSOR AND WILL BE INVALID IF THE LICENSED MATERIAL IS USED BY LICENSEE IN ANY MANNER NOT SPECIFICALLY AUTHORIZED IN THIS AGREEMENT OR IF LICENSEE IS OTHERWISE IN BREACH OF THIS AGREEMENT.

6. Indemnification.

6.1 Provided Licensed Material is only used in accordance with this Agreement and Licensee is not otherwise in breach of this Agreement, Licensor shall defend, indemnify and hold Licensee harmless from all damages, liabilities and expenses (including reasonable attorneys' fees and permitted and authorized costs), arising out of or connected with any actual or threatened lawsuit, claim or legal proceeding alleging that Licensor is in breach of its warranties given in section 4 above.

THE FOREGOING STATES LICENSOR'S ENTIRE INDEMNIFICATION OBLIGATION TO LICENSEE UNDER THIS AGREEMENT AND LICENSEE'S SOLE AND EXCLUSIVE REMEDY FOR ANY ALLEGED OR ACTUAL BREACH OF THE REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTION 5 ABOVE.

6.2 Where Licensee's use of the Licensed Material is not authorized by this Agreement, Licensee shall defend, indemnify and hold Licensor and its parent, subsidiaries and commonly owned or controlled affiliates and their respective officers, directors and employees harmless from all damages, liabilities and expenses (including reasonable attorneys' fees and costs) arising out of or as a result of claims by third parties relating to Licensee's use of any Licensed Material outside the scope of this Agreement or any other breach by Licensee of this Agreement.

6.3 The party seeking indemnification pursuant to this section 6 shall promptly notify the other party of such claim. At indemnifying party's option, indemnifying party may assume the handling, settlement or defense of any claim or litigation, in which event indemnified party shall cooperate in the defense thereof. Indemnified party shall have the right to participate in such litigation, at its expense, through counsel selected by indemnified party. The indemnifying party will not be liable for legal fees or other costs incurred prior to the other party giving notice of the claim for which indemnity is sought.

7. Termination and Revocation.

7.1 The license contained in this Agreement will terminate automatically without notice from Licensor if Licensee fails to comply with any provision of this Agreement. Upon termination, Licensee must immediately (i) stop using the Licensed Material; (ii) destroy or, upon the request of Licensor, return the Licensed Material to Licensor; and (iii) delete or remove the Licensed Material from Licensee's premises, computer systems and storage (electronic or physical).

7.2 Licensor reserves the right to revoke the license to use the Licensed Material for good cause and elect to replace such Licensed Material with alternative Licensed Material. Upon notice of any revocation of a license for any particular Licensed Material, Licensee shall immediately cease using such Licensed Material and shall where possible ensure that its clients and customers do likewise.

8 Condition of Licensed Material. Licensee should examine all Licensed Material for possible defects (whether digital or otherwise) before sending any Licensed Material for Reproduction. Without prejudice to section 5.1, Licensor shall not be liable for any loss or damage suffered by Licensee or any third party, whether directly or indirectly, arising from any alleged or actual defect in any Licensed Material or its caption or in any way from its Reproduction.

9. Miscellaneous Terms.

9.1 Unauthorized Use. Any use of Licensed Material in a manner not expressly authorized by this Agreement or in breach of a term of this Agreement constitutes copyright infringement, entitling Licensor to exercise all rights and remedies available to it under copyright laws around the world. Licensee shall be responsible for any damages resulting from any such copyright infringement, including any claims by a third party.

9.2 Governing Law. This Agreement will be governed in all respects by the laws of the State of New York, without reference to its laws relating to conflicts of law. Any disputes arising from this Agreement or its enforceability shall be settled by binding arbitration to be held in New York, New York. The United Nations Convention on Contracts for the International Sale of Goods does not govern this Agreement.

9.3 Severability. If one or more of the provisions contained in the Agreement is found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected. Such provisions shall be revised only to the extent necessary to make them enforceable.

9.4 Waiver. No action of Licensor, other than express written waiver, may be construed as a waiver of any provision of this Agreement. A delay on the part of Licensor in the exercise of its rights or remedies will not operate as a waiver of such rights or remedies, and a single or partial exercise by Licensor of any such rights or remedies will not preclude other or further exercise of that right or remedy. A waiver of a right or remedy by Licensor on any one occasion will not be construed as a bar to or waiver of rights or remedies on any other occasion.

9.5 Entire Agreement. This Agreement contains all the terms of the license agreement and no terms or conditions may be added or deleted unless made in writing and signed by an authorized representative of both parties. In the event of any inconsistency between the terms contained herein and the terms contained on any purchase order or other communication sent by Licensee, the terms of this Agreement shall govern.

1. Definitions. In this Agreement the following definitions apply:

1.1 "Invoice" means the computer-generated or pre-printed invoice provided by or through the Site that may include, without limitation, names of the Licensor and Licensee, the permitted scope of use of the Licensed Material selected and the corresponding price for the license of such Licensed Material.

1.2 "Licensed Material" means any still image, film or video footage, audio product, visual representation generated optically, electronically, digitally or by any other means, including any negatives, transparencies, film imprints, prints, original digital files or any Reproductions thereof, or any other product protected by copyright, trademark, patent or other intellectual property right, which is licensed to Licensee by Licensor under the terms of this Agreement. Any reference in this Agreement to the Licensed Material shall be to each individual item within the Licensed Material and also to the Licensed Material taken as a whole.

1.3 "Licensee" means the person or entity set forth in the applicable Invoice as the "licensee" and receiving the rights to the Licensed Materials as specified hereunder.

1.4 "Licensor" means the person or entity set forth on the Invoice as the "licensor" and granting the rights to the Licensed Materials as specified hereunder. For the avoidance of doubt, in no event shall PhotoShelter be deemed for any purposes hereunder as the Licensor.

1.5 "Reproduction" and "Reproduce" mean any form of duplication, copying or publication of any or all of the Licensed Material, via any medium and by whatever means, and/or the distortion or manipulation of the whole or any part of the Licensed Material and the creation of any derivative work from the Licensed Material.

2. Grant of Rights & Restrictions.

2.1 Subject to the terms and conditions contained herein, Licensor grants to Licensee a non-exclusive, non-assignable and non-sub licensable right to Reproduce the Licensed Material identified in the Invoice, solely to the extent explicitly stated in this Agreement. This right may be exercised by subcontractors of Licensee, provided that such subcontractors agree to abide by the terms of this Agreement.

2.2 Use of the Licensed Material is strictly limited to the use, medium, period of time, print run, placement, size of image, territory and any other restrictions specified in the Invoice. Licensee may utilize the Licensed Material in any production process that may be necessary for the intended use specified in the Invoice.

2.3 If any Licensed Material featuring a model is used in (i) a manner that would lead a reasonable person to believe that the model personally uses or endorses a product or service; or (ii) in connection with a subject that would be unflattering or controversial to a reasonable person, Licensee must accompany each such use with a statement that indicates that the person so pictured is a model and is used for illustrative purposes only.

2.4 Pornographic, defamatory or otherwise unlawful use of Licensed Material is strictly prohibited.

2.6 Licensed Material shall not be incorporated into a logo, trademark or service mark.

2.7 Licensed Material shall not be used contrary to any restriction on use that is notified to Licensee prior to or at the time the Licensed Material is delivered to Licensee. Such restrictions may be included in the information provided with the Licensed Material on the Site, in the Invoice, or in any other communication by the Licensor. Any such restriction provided to the Licensee shall be incorporated in this Agreement by reference.

2.8 Upon reasonable notice, Licensor may inspect any records, accounts and books relating to the Reproduction of any of the Licensed Material to ensure that the Licensed Material is being used in accordance with this Agreement.

3. Copyright. No ownership or copyright in any Licensed Material shall pass to Licensee by the issuance of the license contained in this Agreement. Except as expressly stated in this Agreement, Licensor grants Licensee no right or license, express or implied, to the Licensed Material.

4. Releases. Licensor will notify Licensee if it has obtained a model release and/or a property release for Licensed Material, either in the release status information accompanying the Licensed Material on the Site, in the Invoice or by other means. If no such notification is given, then no such model or property release has been obtained. Except where Licensee is specifically notified, Licensor grants no rights and makes no warranties with regard to the use of names, people, trademarks, trade dress, registered, unregistered or copyrighted designs or works of art or architecture depicted in any Licensed Material. Both parties further agree and acknowledge that PhotoShelter makes no warranties with regard to the use of names, people, trademarks, trade dress, registered, unregistered or copyrighted designs or works of art or architecture depicted in any Licensed Material. Where Licensed Material is unreleased, Licensee shall be solely responsible for determining whether a release is required in connection with any proposed use of such Licensed Material. Licensee acknowledges that some jurisdictions provide legal protection against a person's image, likeness or property being used for commercial purposes without their consent. Licensor makes no representations or warranties as to whether or not any additional fees or payments may be due to any model depicted in Licensed Material pursuant to the requirements of any applicable trade union and Licensee shall be solely responsible for any such additional fees or payments to such trade union. Both parties further agree and acknowledge that PhotoShelter has made no representation or warranty whatsoever regarding the Licensed Material.

5. Warranty and Limitation of Liability.

5.1 Licensor warrants that: (i) it has all necessary rights and authority to enter into and perform this Agreement; (ii) the Licensed Material will be free from defects in material and workmanship for 30 days from delivery (Licensee's sole and exclusive remedy for a breach of this warranty being the replacement of the Licensed Material); and (iii) subject to Section 4 above (Releases), Licensee's use of the Licensed Material in its original form, and when used in accordance with this Agreement and the Invoice, will not infringe on any copyright, moral right, trademark or other intellectual property right and will not violate any right of privacy or right of publicity.

5.2 LICENSOR MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE LICENSED MATERIAL, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. LICENSOR SHALL NOT BE LIABLE TO LICENSEE OR ANY OTHER PERSON OR ENTITY FOR ANY GENERAL, PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES, OR LOST PROFITS OR ANY OTHER DAMAGES, COSTS OR LOSSES ARISING OUT OF LICENSEE'S USE OF THE LICENSED MATERIAL OR OTHERWISE, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES. LICENSOR'S MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH LICENSEE'S USE OF OR INABILITY TO USE THE LICENSED MATERIAL (WHETHER IN CONTRACT, TORT OR OTHERWISE) SHALL, TO THE EXTENT PERMITTED BY LAW, BE LIMITED TO THE VALUE OF 10 TIMES THE VALUE PAID BY THE LICENSEE FOR THE LICENSED MATERIAL.

5.3 THE REPRESENTATIONS AND WARRANTIES MADE BY LICENSOR IN THIS AGREEMENT APPLY ONLY TO THE LICENSED MATERIAL AS DELIVERED BY LICENSOR AND WILL BE INVALID IF THE LICENSED MATERIAL IS USED BY LICENSEE IN ANY MANNER NOT SPECIFICALLY AUTHORIZED IN THIS AGREEMENT OR IF LICENSEE IS OTHERWISE IN BREACH OF THIS AGREEMENT.

6. Indemnification.

6.1 Provided Licensed Material is only used in accordance with this Agreement and Licensee is not otherwise in breach of this Agreement, Licensor shall defend, indemnify and hold Licensee harmless from all damages, liabilities and expenses (including reasonable attorneys' fees and permitted and authorized costs), arising out of or connected with any actual or threatened lawsuit, claim or legal proceeding alleging that Licensor is in breach of its warranties given in section 5 above.

THE FOREGOING STATES LICENSOR'S ENTIRE INDEMNIFICATION OBLIGATION TO LICENSEE UNDER THIS AGREEMENT AND LICENSEE'S SOLE AND EXCLUSIVE REMEDY FOR ANY ALLEGED OR ACTUAL BREACH OF THE REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTION 5 ABOVE.

6.2 Where model or property releases for Licensed Material have not been obtained by Licensor, or if Licensee's use of the Licensed Material is not authorized by this Agreement, Licensee shall defend, indemnify and hold Licensor and its parent, subsidiaries and commonly owned or controlled affiliates and their respective officers, directors and employees harmless from all damages, liabilities and expenses (including reasonable attorneys' fees and costs), arising out of or connected with any actual or threatened lawsuit, claim or legal proceeding relating to the use of such Licensed Material by Licensee, to the extent that such claim relates to the absence of a release or the Licensee's unauthorized use of the Licensed Material.

7. Notice of Defense. The party seeking indemnification pursuant to section 6 shall promptly notify the other party of such claim. At indemnifying party's option, indemnifying party may assume the handling, settlement or defense of any claim or litigation, in which event indemnified party shall cooperate in the defense thereof. Indemnified party shall have the right to participate in such litigation, at its expense, through counsel selected by indemnified party. The indemnifying party will not be liable for legal fees and other costs incurred prior to the other party giving notice of the claim for which indemnity is sought.

8. Parties' Obligation. Upon notice from Licensor, or upon Licensee's knowledge that any Licensed Material is subject to a threatened or actual claim of infringement, violation of another right, or any other claim for which Licensor may be liable herein, or if Licensor withdraws any Licensed Material for any good reason, Licensee will physically remove the Licensed Material from its premises, computer systems and storage (electronic or physical) and, if possible, cease any future use at its own expense. Licensor shall provide Licensee with comparable Licensed Material (which comparability will be determined by Licensor in its reasonable commercial judgment) free of charge, but subject to the other terms and conditions of this Agreement.

9. Electronic Storage. For all Licensed Material that Licensee takes delivery of in electronic form, Licensee must retain the copyright symbol, the name of Licensor and the image number or other identification number associated with the Licensed Material as may be included as part of the electronic file. Licensee may not make additional high-resolution copies of the Licensed Material and Licensee will maintain a robust firewall to safeguard against unauthorized third-party access to the Licensed Material. Notwithstanding the foregoing, Licensee may make one (1) high-resolution backup copy of the Licensed Material for security reasons only. Upon the expiration or earlier termination of this Agreement, Licensee shall promptly delete the Licensed Material from its computer or other electronic storage systems and shall ensure that its sub-contractors do likewise.

10. Interest. If Licensee fails to pay Licensor invoice in full within the time specified in the invoice, Licensor may add a service charge of one percent (1%) per month, or such lesser amount as is allowed by law, on any unpaid balance until payment is received. Licensor also reserves the right, in its sole discretion, to revoke the license if payment is not made in full on time.

12. Condition of Licensed Material. Licensee should examine all Licensed Material for possible defects (whether digital or otherwise) before sending any Licensed Material for Reproduction. Without prejudice to section 5.1.(ii) above, Licensor shall not be liable for any loss or damage suffered by Licensee or any third party, whether directly or indirectly, arising from any alleged or actual defect in any Licensed Material or its caption or in any way from its Reproduction.

13. Credit Lines for Editorial Use. If any Licensed Material is Reproduced in an editorial manner, Licensor's name or such credit information, if any, set forth on such Invoice, must appear adjacent to the Licensed Material in the credit line accompanying the Licensed Material.

15. Miscellaneous Terms.

15.1 Unauthorized Use. Any use of Licensed Material in a manner not expressly authorized by this Agreement or in breach of a term of this Agreement constitutes copyright infringement, entitling Licensor to exercise all rights and remedies available to it under copyright laws around the world. Licensee shall be responsible for any damages resulting from any such copyright infringement, including any claims by a third party.

15.2 Governing Law. This Agreement will be governed in all respects by the laws of the State of New York, without reference to its laws relating to conflicts of law. Any disputes arising from this Agreement or its enforceability shall be settled by binding arbitration to be held in either New York, NY. The United Nations Convention on Contracts for the International Sale of Goods does not govern this Agreement.

15.3 Severability. If one or more of the provisions contained in the Agreement is found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected. Such provisions shall be revised only to the extent necessary to make them enforceable.

15.4 Waiver. No action of Licensor, other than express written waiver, may be construed as a waiver of any provision of this Agreement. A delay on the part of Licensor in the exercise of its rights or remedies will not operate as a waiver of such rights or remedies, and a single or partial exercise by Licensor of any such rights or remedies will not preclude other or further exercise of that right or remedy. A waiver of a right or remedy on any one occasion will not be construed as a bar to or waiver of those rights or remedies on any other occasion.

15.5 Entire Agreement. This Agreement, including the Invoice, contains all the terms of the license agreement and no terms or conditions may be added or deleted unless made in writing and signed by an authorized representative of both parties. In the event of any inconsistency between the terms contained herein and the terms contained on the Invoice, any purchase order or other communication sent by Licensee, the terms of this Agreement shall govern.

Privacy & Data

PRIVACY POLICY
PaulCooklin.com values your privacy. This statement outlines our information gathering and dissemination practices for this website.


DATA PROTECTION ACT
The Data Protection Act is designed to protect individuals about whom information is entered and stored on computer and other systems. Accordingly, it lays down strict standards of accuracy, relevance and care of such data, including how it may be divulged.

Any data about individuals you enter onto our website directly or included in any message to us will be subject to the Data Protection Act and you are responsible for its accuracy and relevance and must have the authority to disclose it and for us to utilise it for the purpose of any transaction included for or by you through this website. If you are in any doubt about any data, please feel free to email us with the details of the problem first. We are registered under the Data Protection Act as a Data Controller under number [Z9917220]. If you have any enquiries relating to Data which we hold you should contact mail@paulcooklin.com

Paul Cooklin only uses personal information for the purpose for which it was given to Paul Cooklin and in connection with the business of Paul Cooklin or permitted by law. We will collate the information which you give us in the order form to provide you with our on-line ordering service. By giving us this information, you consent to our use of it in order to process your order and inform you about its progress.


COLLECTION AND USE OF DATA
On many of our pages you can order products, make requests and view and submit information. The types of personal information collected on these pages are: name; address; e-mail address; phone number; financial information including details of payment mechanisms (NOT card details) and information on goods and services which are purchased. Such personal information is collected only as part of an explicit ordering process or when requesting additional information. This information allows us to process and fulfil your order, and to contact you if we need to obtain or provide additional information.


DISCLOSURE OF DATA
As a general rule the information which you supply will be processed purely for the purpose(s) for which it is supplied and collected. However, we may on occasion use your information for the purpose of providing information to you about special offers, services, products and features on our website which we consider may be of interest to you and for other related marketing purposes. We may share your information with reputable third parties for the purposes of fulfilling any order which you may make. Otherwise, we will not reveal your personal or contact details to any third party in any circumstances other than with your specific consent or where not to do so would involve breaking the law. Your information may be transferred in connection with a sale or other disposal of all or a portion of PaulCooklin.com.


DATA COLLECTION VIA WEBSITE LOGOS
Our web site logs information about your visit that is automatically recognized by the Web server, such as your IP address and the link that brought you to us (such as a link from a search engine).They also provide information about the pages you visited whilst on the site. We use this information for internal review to improve the content of our web site. It is then discarded, and is not shared with other organizations for commercial purposes. No contact information or personal data is collected via our web site logs.


YOUR CONSENT
By using our web site, you consent to the collection and use of your information as outlined in this privacy policy. We may change our privacy policy at any time and without notice. If we decide to change our privacy policy, we will post those changes on this page so that you are aware of what information we collect, how we use it, and under what circumstances we disclose it.


COOKIES
In some areas of the site we use "cookies". A cookie is a software application that enables a site to customise its services to the interests of the user. This is achieved by tracking the user's navigation of the site and storing that information on the user's hard drive. For example, a cookie can be used to store registration information in an area of the site so that a user does not have to provide it on subsequent visits to that area. Cookies are used to better personalise the content, banners and promotions that you will see. We may use this information to research and understand how our user's habits are similar or different so that we can enhance your experience on our Web site.