IMAGE LICENSE AGREEMENT (“Licence Agreement”)

10 May 2018

AGREED TERMS

1. Definitions
   1. “Agreement” means this License Agreement.
   2. “Licensor” means Mitre Linen t/a Nisbets Limited, a company incorporated and registered in England and Wales with company number 01693112 whose registered office is at Fourth Way, Avonmouth, Bristol, BS11 8TB.
   3. “Licensee” means any person or business to whom such rights in the Asset(s) are licensed.
   4. “Asset(s)” means the images provided by the Licensor throughout the duration of this License Agreement.
   5. “Confidential Information” means information that: Is by its nature confidential (however recorded or preserved) and is disclosed by a party or its employees, officers, representatives, advisers or sub-contractors involved in the provision or receipt of the Services who need to know the confidential information in question to the other party and that party’s representative in connection with this Licence Agreement, which is either labelled as such or else which should reasonably be considered as confidential by the Licensee because of its nature and the manner of its disclosure.
   6. “Intellectual Property Rights” means all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, semi-conductor topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
   7. “Licence” means the Licence granted under Clause 2 of this Licence Agreement.
2. Grant of License
   1. We, the Licensor, refer to the Asset(s) licensed and are writing to confirm the agreement between us whereby we, as the owner of copyright in the Asset(s), have agreed to grant to you a Licence to exploit certain rights in the Asset(s) on the terms set out in this agreement. The Licensor grants to the Licensee a limited, non-exclusive, non-transferable and revocable Licence to use the Asset(s) for the full period of copyright in it including all periods of renewal, extension and revival of the copyright and all necessary consents including under the Copyright, Designs and Patents Act 1988 as amended from time to time or any enactment that replaces it to enable you to change, publish, distribute, exhibit, use and otherwise exploit the Asset(s). The Licensee may copy, distribute, publish, display or otherwise use the Asset(s) in:
      1. Licensee’s website;
      2. Licensee printed publications; and
      3. Other uses with prior written consent from the Licensor
3. LICENSOR´S UNDERTAKINGS
   1. We hereby warrant and undertake that:
      1. we shall License the Asset(s) to you;
      2. we are the sole owner of the licensed rights and have full authority to enter into this License Agreement;
      3. the Asset(s) does not, to our reasonable knowledge and belief, incorporate any material that infringes the copyright or any other rights of any third party, including any right of confidentiality or privacy, nor does it contain any obscene, blasphemous or defamatory matter, and its exploitation shall not, to our reasonable knowledge or belief, place any person in contempt of court nor in breach of any provision of any statute;
      4. we are not aware of any claim by any third party that the Asset(s) or any pre-existing material incorporating the image or included within the image, or the exploitation of the image by either of us, has infringed or will infringe any rights of any third party and we agree to immediately inform you if we become aware of any such claim; and
      5. we have secured all third-party permissions and releases necessary to grant the licensed rights to you and have made or will make in a timely manner all payments to any such third parties necessary to enable you to exercise the rights granted to you under this agreement.
4. LICENSEE´S OBLIGATIONS
   1. You hereby agree that:
      1. You shall not adapt or alter the Asset(s) without prior written consent from the Licensor;
      2. You shall not exercise the licensed rights in any way that is or renders the Asset(s) obscene, defamatory or in breach of the privacy or any other rights of a third party or of any law in the Territory;
      3. You shall not without our prior approval amend, adapt, use or position the Asset(s) so as to suggest that you or any of the persons appearing in the Asset(s) endorse any commercial product or service without our prior approval in writing;
      4. You shall not claim authorship, ownership, copyright or proprietary interest in the Asset(s); a nd
      5. You will indemnify us and shall at all times keep us indemnified against all actions, proceeds, costs, claims and damages whatsoever incurred by or awarded against us and compensation agreed by us in consequence of any breach or non-performance by you of any of the warranties and undertakings in this agreement.
5. INTELLECTUAL PROPERTY RIGHTS
   1. All Intellectual Property Rights over and respect of the Asset(s) are owned by the Licensor. The Licensee does acquire any rights of ownership in the Asset(s).
6. CREDIT
   1. You shall accord us credit on any use of the Asset(s) in the form “© MITRE LINEN”, such credit to be placed as close as possible to the parameters of the Asset(s) and shall provide contractually in agreements with all other parties who display the Asset(s) that they shall accord us the same credit.
7. RIGHT TO ASSIGN
   1. The Licensor shall be entitled to assign any rights under this agreement to any third party with prior notice to the Licensee.
   2. The Licensee shall not be entitled to assign or sub-license any of their rights under this License Agreement.
8. CONFIDENTIALITY
   1. The term Confidential Information does not include any information that:
      1. is or becomes generally available to the public (other than as a result of its disclosure by the receiving party or its Representatives in breach of this Clause 8);
      2. was available to the receiving party on a non-confidential basis before disclosure by the disclosing party;
      3. was, is, or becomes, available to the receiving party on a non-confidential basis from a person who, to the receiving party’s knowledge, is not bound by a confidentiality agreement with the disclosing party or otherwise prohibited from disclosing the information to the receiving party;
      4. was known to the receiving party before the information was disclosed to it by the disclosing party; or
      5. the parties agree in writing is not confidential or may be disclosed.
   2. Each party shall keep the other party’s Confidential Information confidential and shall not:
      1. use any Confidential Information except for the purpose of exercising or performing its rights and obligations under this Agreement; or
      2. disclose any Confidential Information in whole or in part to any third party, except as expressly permitted by this clause.
   3. A party may disclose the other party’s Confidential Information to those of its Representatives who need to know that Confidential Information for the permitted purpose, provided that:
      1. it informs those Representatives of the confidential nature of the Confidential Information before disclosure; and
      2. at all times, it is responsible for the Representatives’ compliance with the confidentiality obligations set out in this Clause 8.
   4. A party may disclose Confidential Information to the extent required by law, by any governmental or other regulatory authority, or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of the disclosure as possible.
   5. Each party reserves all rights in its Confidential Information. No rights or obligations in respect of a party’s Confidential Information, other than those expressly stated in this Agreement, are granted to the other party, or are to be implied from this Agreement.
   6. The provisions of this Clause 8 shall continue to apply after termination of this Agreement.
9. TERMINATION
   1. This Licence Agreement commences upon the commencement date and is granted for the tem, unless otherwise terminated by the Licensor in the event of any of the following:
      1. If the Licensee is in breach of any term of this License Agreement;
      2. If the Licensee becomes insolvent, or institutes proceedings in bankruptcy, insolvency, reorganisation or dissolution, or makes an assignment for the benefit of creditors; or
   2. Licensee undertakes to destroy or return all Asset(s) to the Licensor within 7 (seven) days if requested.
10. WAIVER
    1. Any failure or delay by either party to exercise any right, power or privilege hereunder or to insist upon observance or performance by the other of the provision of this License Agreement shall not operate or be construed as a waiver thereof.
11. GOVERNING LAW
    1. This License Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
12. JURISDICTION
    1. You and we irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation.