Bytestock Terms and Conditions

BUYER AGREEMENT
The following terms and conditions together with the relevant Specification set out the terms on which the Image(s) is licensed to you (the “Buyer”) by Bytemedia Limited acting as agent for the Supplier.
1. Definitions and Interpretation
1.1 In this Licence, unless the context otherwise requires, the following words and expressions shall have the following meanings:
“Fees” means the fees payable by the Buyer to Bytemedia Limited in accordance with Clause 6 and as more particularly described in the Specification;
"The Company" means Bytemedia Limited, of Metropole Chambers, Salubrious Passage, Swansea SA1 3RT.
" Bytestock Library" means the database of Images administered by Bytemedia which may be viewed by visiting the Web Site;
“Image” means any photograph, image, drawing or other pictorial representation which forms part of the Bytestock Library;
"Supplier" means the owner of the Image or Images which are the subject of this Licence;
“Specification” means the licence specification in relation to an Image or Images.
1.2 In this Licence:
1.2.1 headings are included for convenience only and shall not affect the construction of this Licence;

1.2.2 references to “Clauses” are, unless otherwise expressly stated, references to the clauses of this Licence and references to the “parties” or a “party” are reference to a party or the parties to this Licence.
2. Grant
2.1 In consideration of and subject to the payment by the Buyer of the Fees and the performance by the Buyer of all the other obligations of the Buyer set out in this Licence, the Supplier hereby grants to the Buyer a non-exclusive, non-transferable right to reproduce and use the Image(s) in accordance with the Specification and subject to and upon the terms of this Licence.
2.2 This Licence is personal to the Buyer and the Buyer may not further sub-license, sub-contract, assign or otherwise deal with any of its rights under this Licence and any attempt to do so will entitle the Supplier to terminate this Licence without prejudice to the Supplier's other rights and remedies.
3. Specification

3.1 The Royalty-Free license grants you non-exclusive use of the image you select for a one-time flat fee. Once you purchase an image, it is pre-cleared and ready to use in a variety of ways including advertising, brochures, packaging, websites, multimedia projects, and more. There are very few restrictions placed on how you can use these images. The Royalty-Free license also allows you to alter an image and create unique works of your own.

3.2 The Exclusive-Use License grants you exclusive use of the image you select for a one-time flat fee. Once you purchase an Exclusive-Use License the image is removed from the library. The image is pre-cleared and ready to use in a variety of ways including advertising, brochures, packaging, websites, multimedia projects, and more.

4. Buyer’s Undertakings

The Buyer shall:
4.1 use the Image solely in accordance with the Specification and these terms and conditions;
4.2 not permit any third party to use the Image for any purpose whatsoever; and
4.3 promptly notify Bytemedia Limited, in writing, of any actual, threatened or suspected action by any third party or parties which may constitute or is likely to constitute an infringement of any of the Supplier's rights in the Image.
5. Payment
5.1 The Buyer will pay to Bytemedia Limited the Fee for the grant of this Licence including VAT (where applicable).
5.2 Images may not be used by the Buyer until payment has been received by Bytemedia Limited in cleared funds.
5.3 In the event of any failure by the Buyer to make payment, the Licensee will be responsible for all expenses (including legal fees) incurred by Bytemedia Limited in recovering such payment
6. Limitation of Liability
6.1 Save in respect of liability for death or personal injury arising as a result of the Supplier's negligence, the Supplier's total aggregate liability howsoever arising under or in connection with this Licence, shall not exceed the total of the amounts paid and payable by the Buyer under this Licence.
6.2 In no event will the Supplier be responsible for any indirect, incidental, consequential, special or economic loss of any kind including without limitation loss of profits, business, contracts, revenues, goodwill, production or anticipated savings arising out of or in connection with this Licence.
7. Entire Agreement
This Licence together with the Specification set out the entire agreement and understanding between the parties and supersedes all previous agreements, arrangements, understandings and commitments and the Licensee confirms that it is not placing the Specification or accepting this Licence or any of the arrangements contemplated hereby in reliance upon any representation or warranty not expressly set out in this Licence (save that no liability for fraudulent misrepresentation is excluded by this provision).
8. No Partnership
Nothing in this Licence shall or shall be deemed to create any partnership or joint venture between the parties hereto. Nothing in this Licence shall be deemed or construed to constitute either party or any of its officers or employees the agent or legal representative of the other party for any reason whatsoever except only as and to the extent specifically stated in this Licence and, except as so stated, neither party is hereby granted any right or authority to act for, or to incur, assume or create any obligation, responsibility or liability, express or implied, in the name of or on behalf of the other party or to bind the other party in any manner whatsoever.

9. Waiver
No waiver (whether express or implied) by either of the parties hereto of any of the provisions of this Licence or of any breach of or default by the other party in performing any of those provision shall constitute a continuing waiver and no such waiver shall prevent the waiving party from enforcing any of the provisions of this Licence or from acting upon any subsequent breach of or default by the other party under any of the provisions of this Licence.
10. Severability
If any one or more of the provisions contained in this Licence shall be deemed by any Court or other competent authority to be invalid, illegal or unenforceable in any respect the validity, legality and enforceability of the remaining provisions of this Licence shall not in any way be affected or impaired thereby.
11. Force Majeure
Neither party shall be liable to the other party for any breach or non-performance of it obligations under this Licence arising from any event beyond its reasonable control (an “Event of Force Majeure”) including, but not limited to, Act of God, governmental act, war, fire, drought, failure of power supply, lock out, strike, explosion, accident, civil commotion, refusal of any licence by any telecommunications body, impossibility or delay in obtaining materials or telephone lines. Each party agrees to notify the other party immediately upon becoming aware of an Event of Force Majeure and to use all reasonable endeavours to overcome the circumstances affecting its performance and fulfil all outstanding obligations as soon as practicable.
12. Proper Law and Jurisdiction
This Licence and the Specification are governed and shall be construed in accordance with English law and the parties hereby irrevocably submit to the non-exclusive jurisdiction of the English Courts.