Licensing Terms

Licensing Terms

PLEASE READ THE TERMS OF THIS POLICY CAREFULLY BEFORE USING THE SITE

1. What's in these terms?

These licensing terms sets out the content standards that apply when you upload content to our site, make contact with other users on our site, link to our site, or interact with our site in any other way.

2. Who we are and how to contact us

www.walulel.co.uk and/or www.walulel.com is a site operated by Walulel Limited ("we" or “us”). We are registered in England and Wales under company number 10367167 and have our registered office at Unit 423 (Mezzanine Level 4), Omnibus House, 39-41 North Road, London, England, N7 9DP.

We are a limited company.

To contact us in relation to this policy, please email compliance@walulel.com.

3. By using our site you accept these terms

By using our site, you confirm that you accept the terms of this policy and that you agree to comply with them. If you do not agree to these terms, you must not use our site. We recommend that you print a copy of these terms for future reference.

These licensing terms shall apply in place of and to the exclusion of any licensing terms contained or referred to in any order or correspondence from you or elsewhere or implied by trade practice or course of dealings. When you receive material from us at your request, or by your action of downloading such material, and/or you request a licence to reproduce material, you will immediately be deemed to have accepted, and will be bound by, these terms and conditions.

4. There are other terms that may apply to you

Our Terms of Website Use also apply to your use of our site.

5. We may make changes to the terms of this policy

We amend these terms from time to time. Every time you wish to use our site, please check these terms to ensure you understand the terms that apply at that time.

6. Supply and storage of Material

In these terms, "Material" is defined as any material whatsoever and in whatever form which is capable of being offered and used for Reproduction, as derived from text or page images, photographic prints or transparencies or digital files or any other text, pictorial or graphic item and/or extracts from, (including, but not limited to) any of the following:

  • area guides;
  • why it matters guides;
  • showcase and vision mode images;
  • local reviews; and
  • posts comments and replies.

"Reproduction" is defined as any form of electronic or mechanical publication, or copying, of any part of any Material (whether or not altered) whether by printing, broadcasting, transcription, photography, slide projection, photocopying, artists reference, artists illustration, layout or presentation, storage or by any other similar means.

You are supplied with Material at your request by way of loan only and solely for the purpose of deciding whether you wish to Reproduce any such Material and you may not make any other use whatsoever of the Material. Unless we direct you to the contrary, you may store Material supplied to you by us provided that such storage is strictly in accordance with these terms and conditions.

Unless otherwise agreed, we will charge you a non-refundable service fee to cover our administrative costs and cost of despatch of Material to you each time you request Material from us or download Material (whether or not you subsequently choose to request a Licence). Payment of any such fee does not in any way guarantee that we will subsequently grant you a "Licence" (defined as a licence to Reproduce Material as subject to any further express terms and restrictions regarding size, manner of use, period of use, territory, and/or accreditation)

You do not at any stage acquire any Intellectual Property Rights in any Material or any other right, title or interest in any Material, except any granted specifically to you by a Licence. Such "Intellectual Property Rights " are defined as copyrights, patents, trademarks, service marks or business names, registered designs, design rights, utility models, titles, logos, topography rights, applications to register any of the aforementioned rights, trade secrets and know-how and any other intellectual or industrial property rights of any nature whatsoever in any part of the world

Possession by you of any Material does not constitute consent by us for you to Reproduce any of it and you may not Reproduce any Material unless and until a Licence is granted to you.

All Material will be deemed to have been delivered to you (by whatever means used for this purpose) complete and in good condition, unless you notify us to the contrary within 24 hours after receipt.

If Material is delivered to you by ftp or http download requiring you to be issued by us with a username(s) and password(s), you agree and undertake to be solely responsible for the security and proper use of such username(s) and password(s) and you further agree and undertake to take all reasonable steps to ensure that any such username(s) and password(s) is/are kept confidential, secure, used properly and not disclosed to or used by any third party without our prior written consent. In particular, you agree that each username and password is for the exclusive use of a named individual who is duly authorised by you for such purpose and no username or password supplied by us to you will be used by any other individual to access our ftp or http download site and you will, if additional usernames and passwords are required for operational reasons, make a written request to us for their provision.

7. Order and possible Licence

You agree that you will promptly (and in any event no later than 21 days after the date of Supply of Material to you) give us reasonably complete and accurate details of any intended use of such Material and, if you so require, submit a request for a Licence to us.

When we receive such a request, we may (but are not obliged in any way to) grant you a Licence. If we agree to grant you a Licence, we will submit to you a document entitled "Licence of Use" which will require you to pay us an agreed fee for such Licence upon its terms.

If we grant you a Licence in respect of any Material, such Licence will be, for the avoidance of doubt, subject to these terms and conditions and any other terms and conditions set out in the "Licence of Use" and will grant, unless otherwise specified, non-exclusive rights for a specified single use, over a specified period of time (if applicable), in a specified territory or territories. The Licence will be personal to you and not assignable or capable of sub-licence (unless otherwise agreed). The Licence will not confer on you any right to Reproduce the Material in question again or re-use it or to have a further or new Licence granted to you by us.

All our fees and charges are net of any applicable duties, taxes or imposts (including, but not limited to, any export or import duties and value added tax), all of which shall be payable by you, and shall be paid in full without any set-off, deduction or withholding whatsoever.

8. Permission to Reproduce

You agree and acknowledge that any Reproduction of Material by you before we grant the Licence to you, and/or if you fail to pay our invoice in full in accordance with its terms, and/or if you do not Reproduce Material strictly in accordance with these terms and conditions and those in any "Licence of Use", is an infringement of our rights (including a breach of copyright) and a breach of contract which entitles us, amongst other things, to claim damages from you and terminate our contractual arrangements with you.

9. Your responsibilities

You warrant and undertake to us that:

  • you will duly assess the need to obtain (and, where necessary, obtain) any additional releases, licences, authorisations, permits or consents for your intended use of Material;
  • unless otherwise directed by us, you will ensure that all Reproduced Material is credited, in a prominent position, as is required or indicated thereon, or on the relevant "Licence to Use", or, in the absence of any such requirement or indication, with the Credit and, if you fail to do this, you will pay us immediately an additional 100% of the fee invoiced to you in respect of the Licence;
  • immediately upon Reproduction of the Material, you will provide us (if applicable) with one complimentary copy of the publication in which the Reproduction appears, specifying the page or pages on which the Reproduced Material appears, or alternatively provide such details as we may reasonably need to access the medium on which the Reproduction is to occur (if the material is on a website, you must provide a URL to that site, together with any password(s));
  • you will not in any way alter, modify, delete from, add to or adapt the Material, create digital files from it (unless specifically authorised by us), or treat the Material in any manner which is, or may be, damaging to our interests or use the Material in any way that may be deemed defamatory or obscene, or for any party political purposes whatsoever;
  • any publication right arising from your use of any Material will vest in us and you will do all that is necessary, and procure that any third parties in whom any such rights may vest do all that is necessary, to vest all such rights in us on our request;
  • where you have been authorised by us to create or store digital files from any of the Material, each such image will be recorded and labelled with our image reference number and our copyright credit information as an integral part of the image file and held on an electronic database owned or leased by you and under your sole control;
  • any digital images, and any copies or records of such images, held by you on a database, and any hard copy Material held by you, will be subject at all times to these terms and conditions and those in the applicable licence to use, (notwithstanding expiry thereof) and will be destroyed (or returned to us, at your expense, as the case may be) by you either at the end of the period of use specified, or upon request by us;
  • you will store hard-copy Material only in an archive or other storage medium, access to which is private and restricted to those of your employees who require it for purposes permitted under these terms, or those of any applicable licence to use, and you will promptly, and in any event within 24 hours of receiving any such request, comply with any request by us for return or destruction of any Material, or its removal from any archive or other storage medium;
  • you will indemnify and keep us fully and effectively indemnified against all costs, claims, damages, expenses, losses and liabilities of whatsoever nature arising out of or in connection with your use and Reproduction of the Material and any breach of these terms and conditions, or those of any licence to use, by you and, if any third party Reproduces any Material which is the subject of a loan or Licence to you as a result of an act or omission by you, you will, without prejudice, pay us all the fees which that third party would be liable to pay to us had it borrowed and Reproduced such Material under these terms and conditions;
  • you will keep the fees and charges for which you are liable under these terms and conditions and any licence of use, and any terms and conditions relating to your use and storage of Material which are specific to you (including, but not limited to, details of any discount arrangements with us) confidential at all times and will not disclose any such information to any third party (save to your auditors or other professional advisers) without our prior written consent; and
  • any Licence to you does not constitute or imply any endorsement or sponsorship of any product, service, campaign or organisation.

10. Warranty

We warrant to you that we have the right to grant permission to Reproduce in a Licence. We do not warrant the accuracy of any description of Material given to you or the identification of the subjects or persons appearing in it, nor do we make any claim or warranty in respect of your use of content, text, names, people, trademarks or other Intellectual Property Rights or proprietary rights, including moral rights, or as to the existence or non-existence or validity of model or other releases in respect of any Material or as to whether there are, or are not, any other statutory or contractual restrictions in respect of any Material or its use or Reproduction.

We do not grant you, in any Licence, any rights in respect of use of names, trade or service marks, logos, mastheads, newspaper titles (including The Times' title and masthead containing the Royal Coat of Arms) or likenesses contained or depicted in any Material and you may not use any logos, mastheads or trade or service marks for any purpose

11. Termination, assignment and governance

If you wish to cancel a Licence after a fee has been agreed, you must request this in writing, any cancellation is at our entire discretion and will be upon payment of a cancellation fee.

We may terminate a Licence at any time by written notice to you:

  • if you commit a breach of these terms and conditions or any other relevant terms and conditions contained in the relevant "Licence of Use" or elsewhere which, if it is capable of remedy, you fail to remedy within 7 days of receiving written notice requiring you to do so; or
  • you become insolvent, have an administrator, receiver or manager appointed over the whole or any part of your assets or business, make any composition or arrangement with your creditors, take or suffer any similar action in consequence of debt, or an order or resolution is made for your winding-up, dissolution or liquidation (other than for the purpose of solvent re-organisation).

You may not transfer, assign or sub-license any or all of your rights under these terms, or any Licence, without our prior written consent.

Our failure to exercise or enforce any rights under these terms, or under a Licence, shall not be deemed to be a waiver of such rights at any time or times thereafter

These terms (and any non-contractual disputes or claims) are governed by English law. We both agree to the exclusive jurisdiction of the courts of England and Wales.

© 2021 / Walulel