The following terms and conditions govern your use of Kestrel Solutions Material. "Kestrel Solutions Material" means any content supplied to you by Kestrel Solutions including without limitation: (a) the website with the address http://images.pressassociation.com and the content appearing on the website other than the Images including, but not limited to, text, graphics, sound, illustrations, software and the Kestrel Solutions name (the "Website"); (b) the photographs and images appearing on the Website or otherwise supplied to you by Kestrel Solutions (the "Images"); (c) the footage and moving images appearing on the Website or otherwise supplied to you by Kestrel Solutions (the “Footage”) and (d) the features that each comprise a text story with accompanying Image(s) and/or Footage appearing on the Website or otherwise supplied to you by Kestrel Solutions (the “Features”). The terms and conditions contain warranty and liability disclaimers. You will be taken to have read, understood and accepted these terms and conditions and they will continue to apply every time you use the Kestrel Solutions Material. If you do not accept these terms and conditions, do not use the Kestrel Solutions Material. 1. Ownership of the Kestrel Solutions Material 1.1 The Website is owned and operated by Kestrel Solutions Photos (“Kestrel Solutions”). 1.2 The Images, Footage and Features are owned by Kestrel Solutions or its licensors. 1.3 The Kestrel Solutions Material and all related rights shall remain the exclusive property of Kestrel Solutions and its licensors. 2. Use of the Kestrel Solutions Material 2.1 You may not publish, reproduce (which includes placing on an electronic bulletin board, corporate intranet or the Internet), display in public, communicate to the public, license, sell or otherwise distribute any Image or Footage or Feature without the express written permission to do so (in writing or by email) from Kestrel Solutions (a “Licence”). 2.2 Unless expressly agreed otherwise with Kestrel Solutions in writing, you may not frame or modify all or any part of the Website and you may not link to any part of the Website except the homepage. 2.3 If you have been supplied with a Website username and password by Kestrel Solutions, you must not disclose your username or password to any third party. Any misuse by you of your username and password may result in your access to the Kestrel Solutions Material being terminated. You will be responsible for all Images, Footage and Features downloaded using your username and password including for all payment due in respect of such Images, Footage and Features. 3. General restrictions on grant of rights in Licences 3.1 Any Licence granted to you by Kestrel Solutions will be subject to these terms and conditions as well as the terms set out in the Licence. Unless expressly agreed otherwise by Kestrel Solutions in writing, these terms and conditions shall prevail in the event of any conflict between them and any other terms in the Licence and will supersede any terms and conditions provided by you. 3.2 The Licence granted to you by Kestrel Solutions is limited to the publication, platform and/or service in which the Images and/or Footage and/or Features may be used as set out in the Licence (the “Customer’s Service”), the period of time during which the Images and/or Footage and/or Features may be used in the Customer’s Service (if specified), the territory in which the Images and/or Footage and/or Features may be published (if specified) and any other restrictions set out in the Licence. 3.3 Kestrel Solutions may at its sole discretion alter the delivery format or delivery method of the Images and/or Footage and/or Features so as to provide more effective or more efficient provision of such Kestrel Solutions Material. If a specific delivery format or method has been expressly agreed with you in writing, Kestrel Solutions will inform you in advance of any alteration that will materially affect your business. 3.4 Unless expressly agreed otherwise in writing, a Licence grants you rights to publish the Images, Footage and Features (as applicable) on a non-exclusive basis, solely for the personal use of your end users, provided that you: (a) own and operate the Customer’s Service, (b) will, except to the extent necessary to maintain records for your own internal and legal purposes, delete all Kestrel Solutions Material that you are no longer permitted to publish, including any Images and/or Footage and/or Features that Kestrel Solutions specifically instructs you to delete; (c) will publish the Images and Features only as provided to you by Kestrel Solutions without edit, adaptation or change; (d) will not edit, adapt or change the Footage in a manner that distorts the sense or meaning of such Footage; (e) will publish the Images, Footage and Features only in an editorial context; (f) will publish any Images or Footage supplied with text as part of a Feature only with such text as part of such Feature; (g) will not publish any Images at a resolution of more than 640 pixels along the longest axis in any electronic service; and (h) will not use the Kestrel Solutions Material for any purpose except as expressly permitted by the Licence and these terms and conditions. 3.5 You may not use the Kestrel Solutions Material in any way that is or might be deemed (a) defamatory, libellous, pornographic, obscene or immoral or (b) to suggest a sponsorship or endorsement or official relationship that does not exist. 3.6 You will indemnify and keep indemnified Kestrel Solutions against all loss, damage and expense (including any legal and other professional expenses) incurred or suffered by Kestrel Solutions directly or indirectly arising (in whole or in part) from any use, reproduction or distribution by you (or any person authorised or permitted by you) of any part of the Kestrel Solutions Material in a manner not authorised by the Licence and these terms and conditions. 3.7 Where any Customer’s Service is an electronic service, the general terms and conditions of the Customer’s Service will include provisions substantially similar to the following: (a) the Images, Footage and Features may only be used for the user's personal use and the distribution or commercial exploitation of the Images, Footage or Features is prohibited; (b) use of the Images, Footage and Features is at the sole risk of the user; (c) neither you nor Kestrel Solutions/any of Kestrel Solutions’s licensors gives any warranty that the supply of the Images or Footage or Features will be uninterrupted or as to the accuracy of the Images or Footage or Features. As soon as you become aware of any unauthorised use of any Image or Footage or Feature by any user of the Customer’s Service, you shall give Kestrel Solutions full written details of such use. Kestrel Solutions shall have the right to require you to enforce the relevant general terms and conditions of the Customer’s Service against any user of the Customer’s Service and to enable and assist Kestrel Solutions to enforce the relevant general terms and conditions against any user of Customer’s Service in your name, and will pay your reasonable expenses in so doing. 4. Intellectual Property Rights and Third Party Rights 4.1 You acknowledge that Kestrel Solutions is dependent on certain third parties which provide information/material used or contained in the Kestrel Solutions Material to Kestrel Solutions or permit Kestrel Solutions to access and obtain such information/material (“Third Party Licensors”) and that any Licence and the provision of the Kestrel Solutions Material is always subject to any arrangements (involving intellectual property and/or any other rights or otherwise), restrictions or prohibitions imposed by any Third Party Licensor of any of the Kestrel Solutions Material, whether imposed prior to, on or at any time after the date of the Licence. 4.2 You acknowledge that, as between you and Kestrel Solutions, all rights (including intellectual property rights) in the Kestrel Solutions Material are the property of Kestrel Solutions or its Third Party Licensors. Kestrel Solutions (or its Third Party Licensors) will, at its (or their) option, have the conduct of all proceedings relating to the enforcement of such rights. You agree to give your full co-operation in protecting such rights including taking any reasonable action in respect of such rights as requested by Kestrel Solutions or any of its Third Party Licensors, and Kestrel Solutions will pay your reasonable expenses in giving such co-operation. Kestrel Solutions may terminate the Licence if you challenge the ownership of such rights. 4.3 You agree to comply with any restrictions imposed by Kestrel Solutions and/or its Third Party Licensors and to ensure that, where appropriate, copyright and/or other arrangements (including payment of any applicable third party licence or other fee) are made directly with any such third parties. Restrictions, including third party restrictions, may be notified to you in the captions or other metadata to Images or Footage or Features, on the Special Information page of the Website, elsewhere on the Website, in another manner by Kestrel Solutions or directly by third parties. If you have access to the Website, it is your responsibility to check whether restrictions have changed between the time you download / receive an Image or Footage or Feature from Kestrel Solutions and the time of publication. 4.4 Kestrel Solutions does not offer any licence and gives no warranty or representation in respect of: (a) the existence or validity of any model (or other) releases in respect of any Image or Footage; (b) the use of names, people, likenesses, trade marks (registered or unregistered) or works of art depicted in any Image or Footage; or (c) moral rights (as set out in chapter IV of the Copyright Designs and Patents Act 1988 or equivalent rights in other jurisdictions) in respect of any Image or Footage. It is your responsibility to ensure that all necessary clearances are obtained, and not that of Kestrel Solutions. 4.5 All Images, Footage and Features will be attributed on their publication in the Customer’s Service to “Kestrel Solutions”. Images or Footage (including those within a Feature) attributed to another agency, broadcaster or publisher will be so attributed on their publication in the Customer’s Service alongside the Kestrel Solutions credit with an appropriate copyright notice. In addition, you will comply with any credit requirements expressly notified to you in the caption to an Image, Footage or Feature, in the Licence or otherwise by Kestrel Solutions. 5. Charges and Reporting 5.1 You will pay the charges set out in the Licence in respect of your permitted use of the Kestrel Solutions Material (the “Charges”) within 30 days of the date of invoice. All amounts stated are exclusive of any applicable VAT or other sales taxes. 5.2 Any monthly or annual Charges will be increased (but not decreased) on each 1st January in line with the figure issued in December by the Office for National Statistics (or any successor body) for the “percentage change over 12 months” in the “all items” index of the Retail Prices Index. 5.3 All Charges shall be paid in full without set-off, deduction or other withholding of any amount which may be due to you. Should you be required by any law or regulation to make any deduction or withholding on account of tax or otherwise on any sum payable under the Licence, the sum payable shall be increased by the amount of such tax to ensure that Kestrel Solutions receives a sum equal to the amount to be paid under the Licence. 5.4 Without prejudice to any other rights and remedies which Kestrel Solutions may have and your continuing obligation to pay the Charges, if payment of the Charges is not received by Kestrel Solutions on the due date, Kestrel Solutions may withhold its provision of the Kestrel Solutions Material, suspend the Licence granted to you, and charge interest on any overdue Charges from the due date until payment is received at a rate to be determined by Kestrel Solutions not exceeding 4% above Lloyds TSB Bank plc base rate for the time being, such interest to be calculated on a daily basis. 6. Liability 6.1 Although Kestrel Solutions will take all reasonable steps to ensure the accuracy and timely provision of the Kestrel Solutions Material, neither Kestrel Solutions nor any of its licensors warrants that the Kestrel Solutions Material (including without limitation the captions and metadata to the Images, Footage and Features) will be free from error or uninterrupted or, unless expressly agreed otherwise in writing, that specific Images, Footage or Features will be available. 6.2 Kestrel Solutions does not accept any liability for failures or breakdowns in network connections and/or end-to-end connectivity across the Internet and/or performance problems experienced on any Internet or other networks outside Kestrel Solutions’s direct control. 6.3 No conditions, warranties or other terms (express or implied, including any implied terms as to satisfactory quality, fitness for purpose or conformance with description) apply to the Licence or to the Kestrel Solutions Material except to the extent that they are expressly set out in the Licence and these terms and conditions. 6.4 Except under the indemnity in clause 3.6, neither party shall be liable in connection with the Kestrel Solutions Material or under the Licence or these terms and conditions for any loss of profits, loss of revenue, loss of or damage to goodwill, loss of contracts, loss of customers or any indirect, special or consequential loss (even if the party concerned has been advised of the possibility of such loss), provided that this exclusion will not apply to any loss of revenue or profit that would otherwise have been obtained by or due to Kestrel Solutions under or in relation to the Licence. 6.5 Once Kestrel Solutions has told you to remove an Image or Footage or Feature from the Customer’s Service, Kestrel Solutions will not be liable for any loss arising in relation to continued publication of such Image or Footage or Feature. You will provide reasonable assistance to Kestrel Solutions to mitigate any claim arising out of Kestrel Solutions Material. 6.6 Except under the indemnity in clause 3.6, each party’s liability arising from or in connection with the Kestrel Solutions Material or the Licence and these terms and conditions and in relation to anything which the party concerned may have done or not done in connection therewith (and whether such liability arises due to breach of contract, negligence or for any other reason) shall be limited, in relation to all events or series of connected events occurring in any given year, to (in addition to any sums properly payable under the Licence) an amount equal to the total Charges payable by you to Kestrel Solutions for that year (and provided that if a series of connected events spans more than one year, for the purposes of this clause they will all be treated as having occurred in the year in which the first of the series occurred). 6.7 Nothing in these terms and conditions shall limit either party’s liability: (a) for fraud, (b) for death or personal injury caused by either party’s negligence or that of its servants or agents, or (c) in relation to any other liability which cannot be excluded or limited by law. 7. Confidentiality 7.1 Each party agrees and undertakes that it will keep confidential, will not use for its own purposes and will not without the prior written consent of the other party disclose to any third party (other than, in the case of Kestrel Solutions, to any company in the Kestrel Solutions Group) any information concerning the business and affairs of the other (including the terms (but not the fact) of any Licence) which may become known to such party unless such information is public knowledge other than as a result of a breach of this clause, has been independently acquired from a third party without restriction on disclosure, or is required by law or any regulatory body or for the purposes of litigation by or against either party to be disclosed. For the purposes of the Licence and these terms and conditions, the “Kestrel Solutions Group” shall mean Kestrel Solutions Group(or any holding company of it) and each subsidiary (both “holding company” and “subsidiary” as defined in the Companies Act 2006) from time to time of Kestrel Solutions Group Limited (or any holding company of it). 8. Term and Termination 8.1 The rights granted to you by Kestrel Solutions in these terms and conditions, any Licence and any accepted membership application to use the Kestrel Solutions Material may be terminated immediately by either party giving notice to the other if: (a) the other commits a material breach of these terms and conditions or the Licence and, if such breach is remediable, it is not remedied within 7 days of receipt of notice requiring remedy; (b) the other ceases or threatens to cease to carry on trading; or (c) the other becomes insolvent or bankrupt or suffers any insolvency or bankruptcy related event in any applicable jurisdiction. 8.2 Unless Kestrel Solutions expressly agrees otherwise in writing or by e-mail, on termination of any Licence: (a) Kestrel Solutions will not fulfil any outstanding orders for Images or Footage or Features placed by you; and (b) you must not exercise any rights granted to you which you have not already exercised. Other than that, termination of the rights granted to you by Kestrel Solutions in these terms and conditions and any Licence will be without prejudice to any rights or liabilities of either party that have accrued prior to such termination. 9. General 9.1 All of the terms that have been agreed between the parties in relation to the supply and licensing of the Kestrel Solutions Material are contained in these terms and conditions and any Licence Kestrel Solutions grants to you. No other terms shall apply unless expressly agreed otherwise in writing. You acknowledge that you have not relied on any representation made by Kestrel Solutions that has not been set out in these terms and conditions and the Licence. No amendments to these terms and conditions or any Licence shall be effective unless in writing and signed by an authorised signatory on behalf of each party. 9.2 Neither party will be liable to the other for any failures, interruptions, delays or other matters of a similar nature arising out of circumstances beyond its reasonable control. 9.3 Any notice required to be given under these terms and conditions or any Licence shall be in writing and shall be delivered by hand or sent by FedEx or other similar international delivery service or, in the case of a notice sent within the UK, by first class or recorded post, or by fax (provided that a hard copy is delivered or sent as set out above within 24 hours). All notices shall be delivered/sent to the address of the relevant party set out in the Licence or membership application or such other address as the relevant party has notified to the other party in writing from time to time for this purpose. 9.4 Neither party shall assign, sub-contract, sub-license or otherwise transfer its rights or obligations under this Agreement without the prior written consent of the other party, not to be unreasonably withheld or delayed, save that: (a) Kestrel Solutions may assign or transfer all or any of its rights or obligations to any Kestrel Solutions Group company; and (b) Kestrel Solutions may sub-contract the performance of its obligations provided that Kestrel Solutions's liability for the performance of its obligations shall not be affected. 9.5 The failure or delay by either party to enforce at any time any one or more of these terms or conditions shall not be a waiver of such rights or any other rights. 9.6 The parties agree that for the purpose of Section 1(2) of the Contracts (Rights of Third Parties) Act 1999 no term shall be enforceable by a third party. 9.7 If any provision of these terms and conditions of any Licence is held to be void or unenforceable in whole or in part, the terms and conditions and the Licence shall continue in force in relation to the unaffected provisions and the remainder of the provision in question, and the parties will renegotiate the provision in good faith to achieve the same objects. 9.8 These terms and conditions and any Licence shall be governed by and construed in accordance with English law and each of the parties hereby submits to the jurisdiction of the English courts.