Terms and Conditions
Terms and Conditions
Your Guide allows its registered users (“Members”) to download photographs, images, videos, audio and other media content together with associated keywords, titles, descriptions and other information (collectively “Works”) from the mobile app “Your Guide” (the “App”).
This Your Guide End User License Agreement (“Agreement”) constitutes a legally binding agreement between you and Your Guide. (“Your Guide”, “we”). It sets out the rights and obligations that will apply to you and Your Guide in relation to all Works (Rights Managed, Royalty Free and Editorial (Street) Licensed Material) downloaded by you from time to time from the Website (“Content”).
For the purposes of this Agreement “you” means you, or if you are accepting this Agreement on behalf of your employer or any corporate or other entity who is a Member (a “Corporate User”), means that Corporate User.
This Agreement contains important legally binding provisions so please do read it carefully and make sure you understand its terms. Please make a note of the “last updated” date at the beginning of this Agreement to identify whether it has been updated since you first agreed it and re-review its terms if so.
By downloading, using or paying for Content you agree to be bound by this Agreement and comply with all of its terms. If you do not agree with any of the terms of this Agreement, you are not licensed to and should not download or use any Works from the Website.
We encourage you to print a copy of this Agreement for your future reference.
Grant of License
Subject to the terms of this Agreement Your Guide. hereby grants you a license to use the Content in accordance with the provisions below for the term of this Agreement. This license is conditional upon your compliance with the terms of this Agreement and terminates in default of such compliance and/or in default of payment in full of all license fees and any other charges relating to any particular Content and license from time to time.
You must not do anything with the Content that is not expressly permitted in the relevant license in this Agreement.
Your Guide and its licensors retain all rights, title, and interest in and to the Content, including but not limited to all copyright, trademarks, patents, trade secrets, and all other proprietary rights. No rights in any Content are granted to you except the licenses specified in this Agreement. Any title, right or interest arising in any compilation or derivative work created using the Content will not entitle you to use the Content except as permitted under this Agreement. You do not acquire ownership or any equivalent rights as a result of any license under this Agreement.
Types of Your Guide Licenses
The extent to which you are permitted to use any Content depends on the type of license requested by you, and granted by Your Guide to you, in relation to the particular Content in question from time to time.
Your Guide may make all or some only of the following types of licenses available to you in relation to Content: a Your Guide Basic RF License, a Your Guide Multi-Seat RF License, a Your Guide Unlimited Reproduction RF License, a Your Guide Product for Resale RF License, a Your Guide Rights Managed License and a Your Guide Editorial (Street) License (each a “ Your Guide License”).
You acknowledge and agree that not all Your Guide Licenses may be available in relation to any particular Content from time to time.
The rights granted under the different Your Guide Licenses are set out in the sections 4, 5 and 6.
Royalty Free (RF) Licenses Subject to the terms of this Agreement Your Guide. hereby grants you a worldwide, non-exclusive, non sub- licensable, non-transferable license, solely to the extent stated in this Agreement. This license is conditional upon your compliance with the terms of this Agreement and terminates in default of such compliance and/or in default of payment in full of all license fees and any other charges relating to any particular Content and license from time to time.
You must not do anything with the Content that is not expressly permitted in this Agreement.
Your Guide and its licensors retain all rights, title, and interest in and to the Content, including but not limited to all copyright, trademarks, patents, trade secrets, and all other proprietary rights. No rights in any Content are granted to you except the licenses specified in this Agreement. Any title, right or interest arising in any compilation or derivative work created using the Content will not entitle you to use the Content except as permitted under this Agreement. You do not acquire ownership or any equivalent rights as a result of any license under this Agreement.
General Restrictions
The following restrictions will apply to you irrespective of the type of any license granted by Your Guide to you in relation to any particular Content from time to time. You may never:
use the Content in any product, merchandise or service that results in a re-distribution or re-use of the Content or is otherwise made available in a manner that a person can access, extract or use the Content as an electronic file; use any Content or part thereof as part of a trade mark, service mark, logo, design, trade dress, business name, trade name or internet domain name; use the Content in any way that infringes the trade mark or rights in other intellectual property of any third party; use or display any Content that features a model or person in any manner that we (in our reasonable discretion) consider would lead a reasonable person to think that such featured model or person uses or personally endorses any business, product, service, cause, association or other endeavor; or that such featured model or person is involved in a potentially sensitive subject matter, including but not limited to mental sexual activity or preferences, substance abuse, crime, physical or mental abuse, or any other object matter that would reasonably likely to be offensive or unflattering; use the law be considered illegal, inflammatory, obscene, immoral, defamatory or pornographic in nature or would reasonably likely bring any person or property reflected in the Content into disrepute; remove any notice of copyright, trade mark or other proprietary right from any place in the Content; to the extent that source code is contained in the Content, access, copy, amend or change, reverse engineer, decompile, or disassemble any part of such code save to the minimum extent explicitly permitted by applicable law; use or display the Content in an electronic format that enables it to be downloaded or distributed via mobile devices or shared in any peer-to-peer or similar file sharing arrangement; or further sub-license, re-sell, rent, lend, assign or otherwise transfer or give away the Content or the rights granted under this Agreement.
Additional Software
Content may be available for download in alternate formats. To view and use Content in certain formats you may require additional software, which you must obtain from the manufacturer of such software, subject to any terms and conditions that such manufacturer may impose. Any such software is not included in the license fee.
Fees and Taxes
You agree to:
in relation to each particular item of Content and each applicable Your Guide License, pay Your Guide a license fee in accordance with Your Guide’s royalties and payments policies in force from time to time; and to pay and be responsible for any and all sales taxes, use taxes, value added taxes and duties imposed by any jurisdiction as a result of any license granted to you, or your use of the Content, pursuant to this Agreement.
Your Representations and Warranties
By downloading Content you represent and warrant to Your Guide that:
you are an adult of 18 years or older and have legal capacity and the full power and authority to enter into this Agreement; if you are entering into this Agreement on behalf of your employer or another entity that is the Member as a Corporate User, you have the full actual and express authority to act on behalf of and to bind, and the Content (and the use thereof) is only for the benefit of your employer or other such entity.
Indemnity
You agree to indemnify and keep indemnified Your Guide and its affiliates and their respective directors, officers, employees, agents, licensors and licensees (each an “Indemnified Party”) harmless from all claims, liability, losses, damages, cost and expenses (including allowed costs and reasonable legal fees and disbursements) arising out of or incurred by an Indemnified Party as a result of or in connection with” any breach by you of this Agreement; and any use by you of Content from time to time,
including but not limited to any claims or actions made by any person against an Indemnified Party on the basis of infringement or violation of copyright, right to privacy or publicity or any other intellectual property, defamation, whether intentional or not.
If we believe, in our discretion, that any situation or matter has arisen which could result in a claim by a third party or any such claim is brought against Your Guide or any other Indemnified Party we are entitled (but not obliged), by written notice to you, to assume the exclusive conduct and defense of such matter including the right to settle this upon any terms. You will in this case, at your expense, fully cooperate with us in relation to the conduct of such a matter.
Term and Consequences of Termination
This Agreement and all licenses under it will be effective from the date you agree to be bound and will endure until terminated in accordance with this section 12 or as otherwise expressly provided in this Agreement. This Agreement and all licenses under it will terminate without notice if you breach any of your obligations under it, including but not limited to failure to make payment in full of any license fees or any other charges due to Your Guide in relation to any Content from time to time. Either party may at any time terminate this Agreement by giving written notice to this effect to the other.
Upon the termination of this Agreement for whatever reason you must:
immediately cease to use the Content for any purpose; destroy and delete all copies of the Content; and upon request from Your Guide confirm in writing that you have complied with the obligations under this section 12 in full.
The termination of this Agreement will not affect any of your outstanding payment obligations under this Agreement or any other separate agreements between you and Your Guide. Any provision which by its nature must survive the termination of this Agreement, including but not limited to sections 10, 11 and 13, in order to give effect to its meaning shall survive such termination.
Upon notice from Your Guide, or upon your knowledge that any Content is subject to a threatened, potential or actual claim for which Your Guide may be liable, you must immediately and at your own expense stop using the Content and any permitted uses of the Content; delete or remove the Content and any permitted uses of the Content from your premises, computer systems and storage (electronic or physical) or in your control; and ensure that your clients, partners and any entity to whom you’ve provided Content or permitted uses do likewise.
Your Guide shall endeavor to provide you with equivalent replacement Content (which shall be determined by Your Guide in its reasonable commercial judgment) free of charge, but subject to the other terms and conditions of this Agreement.
Disclaimer and Limitation of Liability
ALL CONTENT IS PROVIDED WITHOUT ANY GUARANTEES, REPRESENTATIONS, CONDITIONS OR WARRANTIES WHATSOEVER. WE IN PARTICULAR DO NOT REPRESENT OR WARRANT THAT THE CONTENT WILL MEET YOUR REQUIREMENTS OR THAT ITS USE WILL BE UNINTERRUPTED OR ERROR FREE.
With regard to Editorial content and the use thereof, Your Guide does not make any representations or warranties whatsoever with respect to the use of locations, people, names, trademarks, logos, identifiable brands, uniforms, registered or copyrighted designs or works of art depicted in any image. It is your sole responsibility to consult with a legal advisor and to review the license agreement to make sure that you have secured all necessary rights, consents and permissions that may be required for the required reproduction of any such content.
Your Guide will not be responsible, or liable to you or any third party, for the accuracy or completeness of any image labeling or other indexing of the Content prepared or posted by us, you or any other user of the Website. To the extent permitted by applicable law, Your Guide hereby expressly excludes:
All conditions, warranties and other terms which might otherwise be implied by statute, common law or the law of equity. Any liability for any direct, indirect or consequential loss or damage incurred by any user or Member in connection with the Content or in connection with the use, inability to use, retrieve or locate Content, or results of the use or exploitation of any Content, including, without limitation any liability for:
loss of income or revenue;
loss of business;
loss of profits or contracts;
loss of anticipated savings;
loss of data;
loss of goodwill;
pure economic loss;
wasted management or office time;
and for any other expenses, charges, costs, loss or damage of any kind, however arising and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable, provided that this condition shall not prevent claims for loss of or damage to your tangible property or any other claims for direct financial loss that are not excluded by any of the categories set out above.
IN ANY EVENT YOUR GUIDE’S TOTAL MAXIMUM AGGREGATE LIABILITY UNDER THIS AGREEMENT OR IN RELATION TO THE USE OR EXPLOITATION BY YOU OF ANY CONTENT LICENSED UNDER THIS AGREEMENT IN ANY MANNER OR FORM WHATSOEVER SHALL IN NO EVENT EXCEED ONE HUNDRED UNITED STATES DOLLARS (100 USD).
The provisions of this section 13 do not affect our liability for death or personal injury arising from our negligence, nor our liability for fraudulent misrepresentation, nor any other liability which cannot be excluded or limited under applicable law.
Changes to this Agreement and Application of Other Your Guide Agreements
Your Guide has the right to revise and amend the terms of this Agreement from time to time by Your Guide posting amended terms on the Website or App. Continued downloading of Works will be deemed acceptance by you of this Agreement as so amended so we encourage you to regularly check the Website for updates.
You acknowledge that this Agreement applies in addition to our Terms of Use, our Privacy Policy and all other documents and provisions applicable to the use of the Website (which are incorporated in this Agreement by reference). In the event that there is any inconsistency between this Agreement and the aforementioned documents the terms of this Agreement will prevail.
General
The relationship between you and Your Guide is that of independent contractors. Nothing in this Agreement is intended, or shall be deemed, to establish any partnership, agency or joint venture between you and Your Guide.
This Agreement is personal to you and is binding on your heirs, executors and legal representatives, as the case may be. You are not allowed to transfer, assign, charge or otherwise dispose of this Agreement or your rights and obligations under it to any person without Your Guide’s prior written consent but Your Guide may do any of these things.
If any court or competent authority finds that any provision of this Agreement (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of this Agreement shall not be affected. If any invalid, unenforceable or illegal provision of this Agreement would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
If at any time Your Guide fails to exercise any of its rights or remedies under this Agreement, this will not constitute a waiver of such rights and remedies and will not relieve you from compliance with your obligations under this Agreement.
Unless expressly provided in this Agreement a person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement, but this does not affect any right or remedy of a third party which exists, or is available, apart from that Act. The headings of this Agreement are for convenience of reference only and shall not affect in any way the meaning or interpretation of them.
This Agreement is in the English language. In the case of its translation into any other language the English version shall govern.
Applicable Law and Jurisdiction
Your Guide and you agree that this Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) (“Claims”) shall be governed by and construed in accordance with the law of the United States of America.
Your Guide and you irrevocably agree that the courts of the United States of America shall have exclusive jurisdiction to settle any Claims and hereby submit to the American courts’ jurisdiction. You consent to service of any required notice or proceedings upon you by email, registered mail or overnight courier with proof of delivery notice, addressed to the last postal address or contact information provided by you from time to time in connection with your Membership Account.
Contact if you have any issues relating to this Agreement please contact Your Guide at info@Your Guide.com