Lee Gillion Photography: Snapshots in Time

Terms and Conditions

Hello,
Ultimately I want you to be happy with the use of the website and any purchases you may make. If, for any reason, you are not happy, please contact me, via the email address at the bottom of this page, immediately so the situation can be remedied.

But there is in the modern world a need for the legal blurb...


WEBSITE TERMS OF USE
The following Terms of Use are entered into by and between You and Lee Gillion Photography. (“Company”, “we”, or “us”).

The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, these “Terms of Use”), govern your access to and use of Lee Gillion Photography., including any content, functionality and services offered on or through Lee Gillion Photography. (the “Website”), whether as a guest or a registered user.
Please read the Terms of Use carefully before you start to use the Website.

By using the Website or by clicking to accept or agree to the Terms of Use when this option is made available to you, you accept and agree to be bound and abide by these Terms of Use and our Privacy Policy, incorporated herein by reference. If you do not want to agree to these Terms of Use including the agreements incorporated by reference herein, you must not access or use the Website.

This Website is offered and available to users who are 13 years of age or older. By using this Website, you represent and warrant that you are of legal age to form a binding contract with Lee Gillion and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Website.

Changes To the Terms Of Use
We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Website thereafter. Your continued use of the Website following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you.

Privacy
Your use of the Website is also subject to Lee Gillion’s Privacy Policy. Please review our Privacy Policy, which also governs the Website and informs users of our data collection practices. Your agreement to the Privacy Policy is hereby incorporated into these Terms of Use.

Accessing The Website And Account Security
We reserve the right to withdraw or amend this Website and any service or material we provide on the Website in our sole discretion without notice. We will not be liable if for any reason all or any part of the Website is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Website, or the entire Website, to users, including registered users.

To access the Website or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Website and any resources downloaded from the Website that all the information you provide on the Website is correct, current, and complete. You agree that all information you provide to register with this Website or otherwise, including but not limited to through the use of any interactive features on the Website, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

If you choose, or are provided with, a user name, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to this Website or portions of it using your user name, password or other security information.
We have the right to disable any user name, password or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Use.
No Unlawful Or Prohibited Use And Intellectual

Property
You are granted a non-exclusive, non-transferable, revocable license to access and use the Website and the resources available for download from the Website strictly in accordance with these Terms of Use.

As a condition of your use of the Website, you warrant to Lee Gillion that you will not use the Website or any of the resources available for download from the Website for any purpose that is unlawful or prohibited by these Terms. You may not use the Website or any of the resources available for download from the Website in any manner that could damage, disable, overburden, or impair the Website or interfere with any other party’s use and enjoyment of the Website. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Website.

All content included as part of the Service, such as text, graphics, logos, images, as well as the compilation thereof, and any software used on the Website, is the property of Lee Gillion and protected by copyright and other laws that protect intellectual property and proprietary rights. You agree to observe and abide by all copyright and other proprietary notices, legends or other restrictions contained in any such content and will not make any changes thereto.

You will not modify, publish, transmit, reverse engineer, participate in the transfer or sale, create derivative works, or in any way exploit any of the content, in whole or in part, found on the Website or any of the resources available for download from the Website.

Lee Gillion’s content is not for resale unless explicitly stated in the contract generated from a purchase. Your use of the Website or any of the resources available for download from the Website does not entitle you to make any unauthorized use of any protected content, and in particular you will not delete or alter any proprietary rights or attribution notices in any content. You will use protected content solely for your individual use, and will make no other use of the content without the express written permission of Lee Gillion and the copyright owner or as set out in the purchase agreement.

You agree that you do not acquire any ownership rights in any protected content. We do not grant you any licenses, express or implied, to the intellectual property of Lee Gillion or our licensors except as expressly authorized by these

Terms.
Lee Gillion name, Lee Gillion logo, Lee Gillion slogan, and all related names, logos, product and service names, designs, and slogans are trademarks of Lee Gillion or its affiliates or licensors.

For Educational And Informational Purposes Only
The information contained on this Website and the resources available for download through this Website is not intended as, and shall not be understood or construed as legal, financial, tax, medical, spiritual, health, or any other professional advice.

Accuracy And Personal Responsibility
We have done our best to ensure that the information provided on this Website and the resources available for download are accurate and provide valuable information, but we cannot guarantee the accuracy of the information. Neither Lee Gillion nor any of its owners or employees shall be held liable or responsible for any errors or omissions on this Website or for any damage you may suffer as a result of failing to seek competent advice from a professional who is familiar with your situation.

By using this Website, you accept personal responsibility for the results of your actions.

No Guarantees As To Results
You agree that Lee Gillion has not made any guarantees about the results of taking any action, whether recommended on this Website or not. Lee Gillion provides educational and informational resources that are intended to help users of this Website succeed. You nevertheless recognize that your ultimate success or failure will be the result of your own efforts, your particular situation, and innumerable other circumstances beyond the control and/or knowledge of Lee Gillion.

Email And Other Electronic Communications
Visiting the Website or sending emails to Lee Gillion constitutes electronic communications. You consent to receive electronic communications and you agree that all agreements, notices, disclosures, and other communications that we provide to you electronically, via email and on the Website, satisfy any legal requirement that such communications be in writing.

Use Of Communication Services
The Website may contain bulletin board services, chat areas, news groups, forums, communities, personal web pages, calendars, blog comment sections and/or other message or communication facilities designed to enable you to communicate with the public at large or with a group (collectively, “Communication Services”), you agree to use the Communication Services only to post, send and receive messages and material that are proper and related to the particular Communication Service.

By way of example, and not as a limitation, you agree that when using a Communication Service, you will not: defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others; publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topic, name, material or information; upload files that contain software or other material protected by intellectual property laws (or by rights of privacy of publicity) unless you own or control the rights thereto or have received all necessary consents; upload files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another’s computer;

Lee Gillion has no obligation to monitor the Communication Services. However, Lee Gillion reserves the right to review materials posted to a Communication Service and to remove any materials in its sole discretion. Lee Gillion reserves the right to terminate your access to any or all of the Communication Services at any time without notice for any reason whatsoever.
Lee Gillion reserves the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in Lee Gillion’s sole discretion.

Always use caution when giving out any personally identifying information about yourself in any Communication Service. Lee Gillion does not control or endorse the content, messages or information found in any Communication Service and, therefore, Lee Gillion specifically disclaims any liability with regard to the Communication Services and any actions resulting from your participation in any Communication Service. Managers and hosts are not authorized Lee Gillion spokespersons, and their views do not necessarily reflect those of Lee Gillion.
Materials uploaded to a Communication Service may be subject to posted limitations on usage, reproduction and/or dissemination. You are responsible for adhering to such limitations if you upload the materials.

Materials Provided To The Website
Lee Gillion does not claim ownership of the materials you provide to the Website (including feedback and suggestions) or post, upload, input or submit to any Website or our associated services (collectively “Submissions”). However, by posting, uploading, inputting, providing, or submitting your Submission you are granting Lee Gillion, our affiliated companies, and necessary sub-licensees permission to use your Submission in connection with the operation of their Internet businesses including, without limitation, the rights to: copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate, and reformat your Submission; and to publish your name in connection with your Submission.

No compensation will be paid with respect to the use of your Submission, as provided herein. Lee Gillion is under no obligation to post or use any Submission you may provide and may remove any Submission at any time in Lee Gillion’s sole discretion.

By posting, uploading, inputting, providing, or submitting your Submission you warrant and represent that you own or otherwise control all of the rights to your Submission as described in this section including, without limitation, all the rights necessary for you to provide, post, upload, input or submit the Submissions.

Links To Third Party Websites And Services
The Website may contain links to other Websites (“Linked Websites”). The Linked Websites are not under the control of Lee Gillion and Lee Gillion is not responsible for the contents of any Linked Website, including without limitation any link contained in a Linked Website, or any changes or updates to a Linked Website.
Certain services made available via the Website are delivered by third-party Websites and organizations. By using any product, service, or functionality originating from the Website, you hereby acknowledge and consent that Lee Gillion may share such information and data with any third party with whom Lee Gillion has a contractual relationship to provide the requested product, service or functionality on behalf of the Website’s users and customers.

Use Of Templates And Forms
Lee Gillion provides various templates and/or forms for download and/or sale on this Website. Lee Gillion grants you a limited, personal, non-exclusive, non-transferable license to use our templates and/or forms for your own personal or internal business use. Except as otherwise provided, you acknowledge and agree that you have no right to modify, edit, copy, reproduce, create derivative works of, reverse engineer, alter, enhance or in any way exploit any of the templates and/or forms in any manner, except for modifications in filling out the templates and/or forms for your authorized use.
By ordering or downloading Forms, you agree that the Forms you purchase or download may only be used by you for your personal or business use and may not be sold or redistributed without the express written consent of Lee Gillion.
Use of Paid Courses, Programs, and Associated

Material
Lee Gillion from time-to-time provides various courses, programs, and associated material for sale on this Website. Lee Gillion grants you a limited, personal, non-exclusive, non-transferable license to use our courses, programs, and associated material (collectively the “Courses”) for your own personal or internal business use. Except as otherwise provided, you acknowledge and agree that you have no right to modify, edit, copy, reproduce, create derivative works of, reverse engineer, alter, enhance or in any way exploit any of the Courses in any manner.

By ordering or participating in Courses, you agree that the Courses you purchase or download may only be used by you for your personal or business use and may not be sold or redistributed without the express written consent of Lee Gillion.

By ordering or participating in Courses, you further agree that you shall not create any derivative work based upon the Courses and you shall not offer any competing products or services based upon any information contained in the Courses.

Use Of Free Downloadable Content
Lee Gillion provides various resources on this Website, which users may access by providing an e-mail address. Lee Gillion grants you a limited, personal, non-exclusive, non-transferable license to use our resources provided in exchange for an email address (the “Freemium Content”) for your own personal or internal business use. Except as otherwise provided, you acknowledge and agree that you have no right to modify, edit, copy, reproduce, create derivative works of, reverse engineer, alter, enhance or in any way exploit any of the Freemium Content in any manner.

By downloading the Freemium Content, you agree that the Freemium Content you download may only be used by you for your personal or business use and may not be sold or redistributed without the express written consent of Lee Gillion.

By downloading the Freemium Content, you further agree that you shall not create any derivative work based upon the Freemium Content and you shall not offer any competing products or services based upon any information contained in the Freemium Content.

Guests
Lee Gillion may, from time to time, provide information from a third party in the form of a podcast guest interview, interview on other platform, guest blog post, or other medium. Lee Gillion does not control the information provided by such third-party guests, is not responsible for investigating the truth of any information provided, and cannot guarantee the veracity of any statements made by such guests.

Individuals who agree to appear as guests on any podcast offered by Lee Gillion agree to transfer all intellectual property rights they may have in any such interviews to Lee Gillion and further provide a license to any rights they are unable to assign.

No Refunds
All sales are final, and Lee Gillion does not offer any money-back guarantees. You recognize and agree that you shall not be entitled to a refund for any purchase under any circumstances. The only exception to this is in accordance with UK law relating to sales over the internet. However, Lee Gillion reserves the right to waiver this at their discretion.

No Warranties
Lee Gillion makes no warranties regarding the performance or operation of this website. Lee Gillion further makes no representations or warranties of any kind, express or implied, as to the information, contents, materials, documents, programs, products, books, or services included on or through this website. To the fullest extent permissible under the law, Lee Gillion disclaims all warranties, express or implied, including implied warranties of merchantability and fitness for a particular purpose.

Limitation of liability
you agree to absolve Lee Gillion of any and all liability or loss that you or any person or entity associated with you may suffer or incur as a result of use of the information contained on this website and/or the resources you may download from this website. You agree that Lee Gillion shall not be liable to you for any type of damages, including direct, indirect, special, incidental, equitable, or consequential loss or damages for use of this website.
The information, software, products, and services included in or available through the website may include inaccuracies or typographical errors. Changes are periodically added to the information herein. Lee Gillion and/or its suppliers may make improvements and/or changes in the website at any time.

Lee Gillion and/or its suppliers make no representations about the suitability, reliability, availability, timeliness, and accuracy of the information, software, products, services and related graphics contained on the website for any purpose. To the maximum extent permitted by applicable law, all such information, software, products, services and related graphics are provided “as is” without warranty or condition of any kind. Lee Gillion and/or its suppliers hereby disclaim all warranties and conditions with regard to this information, software, products, services and related graphics, including all implied warranties or conditions of merchantability, fitness for a particular purpose, title, and non-infringement.

To the maximum extent permitted by applicable law, in no event shall Lee Gillion and/or its suppliers be liable for any direct, indirect, punitive, incidental, special, consequential damages or any damages whatsoever including, without limitation, damages for loss of use, data or profits, arising out of or in any way connected with the use or performance of the website, with the delay or inability to use the website or related services, the provision of or failure to provide services, or for any information, software, products, services and related graphics obtained through the website, or otherwise arising out of the use of the website, whether based on contract, tort, negligence, strict liability or otherwise, even if Lee Gillion or any of its suppliers has been advised of the possibility of damages. Because some states/jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply to you. If you are dissatisfied with any portion of the website, or with any of these terms of use, your sole and exclusive remedy is to discontinue using the website.

Arbitration
You hereby expressly waive any and all claims you may have, now or in the future, arising out of or relating to this Website, Lee Gillion, any and all contracts you enter into with Lee Gillion, and any and all of Lee Gillion’s products and services.
To the extent that you attempt to assert any such claim, you hereby expressly agree to present such claim only through binding arbitration to occur in London, England.

You further agree to and do hereby waive any right to class arbitration and agree, instead, to conduct an arbitration related solely to any individual claims you and/or any entity related to you asserts against Lee Gillion. To the fullest extent permissible by law, you further agree that you shall be responsible for all costs associated with initiating the arbitration and for the administration of the arbitration.

International Users
The Service is controlled, operated and administered by Lee Gillion via the third party platform. If you access the Service from a location outside the those offered by the third party platform, you are responsible for compliance with all local laws. You agree that you will not use Lee Gillion Content accessed through the Website in any country or in any manner prohibited by any applicable laws, restrictions or regulations.

Indemnification
You agree to indemnify, defend, and hold harmless Lee Gillion, its officers, directors, employees, agents and third parties, for any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of your use of or inability to use the Website or services, any user postings made by you, your violation of any terms of this Agreement or your violation of any rights of a third party, or your violation of any applicable laws, rules or regulations. Lee Gillion reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Lee Gillion in asserting any available defenses.

Termination And Access Restriction
Lee Gillion reserves the right, in its sole discretion, to terminate your access to the Website and the related services or any portion thereof at any time, without notice. To the maximum extent permitted by law, and you hereby consent to resolve any and all disputes arising under or related to this Website or the Terms of Use pursuant to the Arbitration Clause above. Use of the Website is unauthorized in any jurisdiction that does not give effect to all provisions of these Terms, including, without limitation, this section.

No Joint Venture Or Other Relationship
You agree that no joint venture, partnership, employment, or agency relationship exists between you and Lee Gillion as a result of this agreement or use of the Website. Lee Gillion’s performance of this agreement is subject to existing laws and legal process, and nothing contained in this agreement is in derogation of Lee Gillion’s right to comply with governmental, court, and law enforcement requests or requirements relating to your use of the Website or information provided to or gathered by Lee Gillion with respect to such use. If any part of this agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect.

Entire Agreement
Unless otherwise specified herein, this agreement, along with the Privacy Policy, constitutes the entire agreement between the user and Lee Gillion with respect to the Website and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the user and Lee Gillion with respect to the Website. A printed version of this agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. It is the express wish to the parties that this agreement and all related documents be written in English.

Changes to Terms
Lee Gillion reserves the right, in its sole discretion, to change the Terms under which the Website is offered. The most current version of the Terms will supersede all previous versions. Lee Gillion encourages you to periodically review the Terms to stay informed of our updates.

Contact Us
I welcome your questions or comments regarding the Terms:
Lee Gillion Photography.
Email Address: leegillionweb@gmail.com
Effective as of 01/10/21

Stock and Download Legal Notice:
This is a legal agreement (“Agreement”) between Lee Gillion and you
for the purchase of the right to use images found in my stock library.
Lee Gillion’s email address is: leegillionweb@gmail.com
Last updated: December 2022

1. Definitions
In this Agreement the following definitions apply:
1.1 "Licensed Material" means any image which is licensed to the Licensee by Lee Gillion under
the terms of this Agreement. Any reference in this Agreement to the Licensed Material shall
be to each individual item within the Licensed Material and also to the Licensed Material as a
whole.
1.2 "Licensee" means the entity purchasing a licence hereunder.
1.3 "New Work" means an end product or service that has been created by or on behalf of the Licensee using independent skill and effort and that incorporates a Reproduction of the Licensed Material as well as other material.
1.4 "Reproduction" and "Reproduce" mean any form of copying or publication of the whole or a part of any Licensed Material, via any medium and by whatever means, the distortion, alteration, cropping or manipulation of the whole or any part of the Licensed Material, and the creation of any derivative work from, or that incorporates, the Licensed Material.
1.5 "User" means any employee or subcontractor of the Licensee who: (i) downloads, manipulates, edits, modifies or saves the digital file containing the Licensed Material; (ii) is otherwise directly involved in the creative process utilising the Licensed Material; or (iii)
incorporates the Licensed Material within any derivative work.

2. Grant of Rights
2.1 Subject to the terms of this Agreement:
2.1.1 Lee Gillion grants to the Licensee a perpetual, non-exclusive, non-transferable, non-sublicensable, worldwide right to Reproduce the Licensed Material an unlimited number of times in any and all media for all purposes other than those uses
prohibited under Section 4 of this Agreement.
2.1.2 The Licensee may have the Licensed Material Reproduced by subcontractors of The Licensee for preparation of the New Work, provided that such subcontractors agree to abide by the provisions of this Agreement.

3. Charges And Payment
3.1 The price of the Licensed Material will be as quoted on Lee Gillion’s website
(www.leegillionphotography.com) (“Lee Gillion’s Site”) from time to time, except in cases of obvious error.
3.2 Image prices include VAT.
3.3 Lee Gillion’s site contains a large number of images and it is always possible that, despite our best efforts, some of the images listed on Lee Gillion’s site may be incorrectly priced.
3.4 We are under no obligation to provide the Licensed Material to you at the incorrect price.

4. Restrictions
4.1 The Licensee may not:
4.1.1 make the Licensed Material available in a manner intended to allow or invite a third party to download, extract, redistribute or access the Licensed Material as a standalone file separate from the New Work.
4.1.2 to the extent that source code is contained within the Licensed Material, reverse engineer, decompile, or disassemble any part of such source code;
4.1.3 remove any notice of copyright, trade mark or other proprietary right from any place where it is on or embedded in the Licensed Material;
4.1.4 sublicense, re-sell, rent, lend, assign, gift or otherwise transfer or distribute the Licensed Material or the rights granted under this Agreement.
4.1.5 include the Licensed Material in an electronic template intended to be reproduced by third parties on electronic or printed products; or
4.1.6 use or display the Licensed Material in such a way that allows a third party to customise a product featuring the Licensed Material on a made-to-order basis,
including, without limitation, postcards, mugs, t-shirts, calendars, posters,
screensavers or wallpapers on mobile telephones or similar items.
4.1.7 falsely represent, expressly or impliedly, that the Licensee is the original creator of a visual work that derives a substantial part of its artistic components from the licensed Material.
4.2 Licensed Material shall not be incorporated into a logo, corporate ID, trade mark or service mark, without obtaining the prior written consent of Lee Gillion.
4.3 If any Licensed Material featuring a person or property is used in connection with a subject that would be unflattering or unduly controversial to a reasonable person, the Licensee must accompany each such use with a statement that indicates that:
4.3.1 the Licensed Material is being used for illustrative purposes only; and
4.3.2 any person depicted in the Licensed Material, if any, is a model.
4.4 Pornographic, defamatory or otherwise unlawful use of Licensed Material is strictly prohibited, whether directly or in context or juxtaposition with other material or subject matter.
4.5 The Licensee shall comply with any applicable regulations and/or industry codes when using the Licensed Material.
4.6 While efforts have been made to correctly caption the subject matter of, and to provide other information (including metadata) related to, the Licensed Material, Lee Gillion does not warrant the accuracy of such information.
If the New Work is Reproduced on a website, the Licensee shall post terms and conditions on the website that prohibit downloading, republication, retransmission, reproduction or other use
of the Licensed Material as a stand-alone file.
4.7 If the Licensed Material is Reproduced on a social media platform or other third party website which seeks to exploit rights to the Licensed Material contrary to the terms of this agreement:
4.7.1 the rights granted herein shall automatically be revoked; and
4.7.2 the Licensee shall remove any Licensed Material from such platform or website.

5. Intellectual Property
5.1 No ownership or copyright in any Licensed Material shall be assigned to the Licensee by this Agreement. Except as expressly stated in this Agreement, Lee Gillion grants the Licensee no right or license, express or implied, to the Licensed Material.
5.2 In connection with the use of "Lee Gillion" or “Lee Gillion Photography or”any other of Lee Gillion's or its partners' trade names, trade marks, logos or service marks, including the names of all Licensed Material collections ("Marks"), the Licensee acknowledges and agrees that:
5.2.1 such Marks are and shall remain the sole property of Lee Gillion
5.2.2 except as expressly required in order to satisfy the credit obligations under this agreement.
5.3 If Lee Gillion’s Site specifies that a credit must be stated whenever the image is used then the Licensee must use the credit as directed on the Lee Gillion’s Site. If the Licensee omits the credit, an additional fee in an amount up to one hundred percent (100%) of the Licence Fee may be payable by the Licensee, at Lee Gillion's sole discretion. The foregoing fee shall be in addition to any other rights or remedies that Lee Gillion may have at law or in equity.
5.4 If Licensed Material is used in an audio/visual production where credits are accorded to other providers of licensed material, then the Licensee must state such credit as set out on the Lee Gillion Site. The credit shall, where technically feasible, be of equal size and comparable placement to such other credit.
5.5 The Licensee will immediately notify Lee Gillion if it becomes aware or has reason to believe that any third party is using the Licensed Material, in whole or in part, in any way which violates any of Lee Gillion's intellectual property rights or is otherwise illegal.

6. Warranty and Limitation of Liability.
6.1 Lee Gillion warrants that:
6.1.1 the Licensed Material will be free from defects for thirty (30) days from delivery (the Licensee's sole and exclusive remedy for a breach of this warranty being the replacement of the Licensed Material or refund);
6.1.2 it has all necessary rights and authority to enter into and perform this Agreement;
6.1.3 the Licensee's use of the Licensed Material in accordance with this Agreement and in the form delivered by Lee Gillion will not infringe on any copyright, moral right, trade mark or other intellectual property right and will not violate any right of privacy or right of publicity; and
6.1.4 all necessary releases for use of the Licensed Material authorised under this
Agreement have been obtained.
6.2 To the fullest extent allowed by law, Lee Gillion does not make any other warranties, express or implied, regarding the licensed material including, without limitation, any implied warranties of merchantability or fitness for a particular purpose. Lee Gillion shall not be liable to the licensee or any other person or entity for any punitive, special, indirect, consequential, incidental or other similar damages, costs or losses arising out of this agreement, even if Lee Gillion has been advised of the possibility of such damages, costs or losses.
6.3 Lee Gillion shall not be liable for any damages, costs or losses arising out of or as a result of modifications made to the licensed material by the licensee or the context in which licensed material is used in a the New Work.

7. Indemnification
7.1 The Licensee shall indemnify Lee Gillion against all liabilities, costs, expenses, damages or losses (including any direct or indirect consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) (each a “Claim”) suffered or incurred by Lee Gillion arising out of or in connection with the Licensee's exercise o
f its rights granted under this Agreement or any breach by the Licensee
of the terms of this Agreement.
7.2 This indemnity shall not cover Lee Gillion to the extent that a Claim results from Lee Gillion's negligence or wilful misconduct.
7.3 If any third party makes a Claim, or notifies Lee Gillion of an intention to make a Claim which may reasonably be considered likely to give rise to a liability on the part of the Licensee under this indemnity (a “Relevant Claim”), Lee Gillion shall:
7.3.1 as soon as reasonably practicable, give written notice of the Relevant Claim to the Licensee, specifying the nature of the Relevant Claim in reasonable detail;
7.3.2 not make any admission of liability, agreement or compromise in relation to the Relevant Claim without the prior written consent of the Licensee (such consent not to be unreasonably conditioned, withheld or delayed), provided that Lee Gillion may settle the Relevant Claim (after giving prior written notice of the terms of settlement (to the extent legally possible) to the Licensee, but without obtaining the Licensee's consent) if Lee Gillion reasonably believes that failure to settle the Relevant Claim would be prejudicial to it in any material respect;
7.3.3 give the Licensee access at reasonable times (on reasonable prior notice) to its premises and its officers, directors, employees, agents, representatives or advisers, and to any relevant assets, accounts, documents and records within the power or control of Lee Gillion, so as to enable the Licensee and its professional advisers to examine them and to take copies (at the Licensee's expense) for the purpose of assessing the Relevant Claim.

8. Unauthorised Use and Termination
8.1 Any use of Licensed Material in a manner not expressly authorised by this Agreement constitutes copyright infringement, entitling Lee Gillion to exercise all rights and remedies available to it under copyright laws around the world. The Licensee shall be responsible for any damages resulting from any such copyright infringement, including any claims by a third party. In addition and without prejudice to Lee Gillion's other remedies under this Agreement,
Lee Gillion reserves the right to charge and the Licensee agrees to pay a fee equal to up to five (5) times Lee Gillion's standard Licence fee for the unauthorised use of the Licensed Material. Lee Gillion reserves the right to terminate this Agreement in the event the Licensee:
8.1.1 enters the Agreement after having received notice of unauthorised use from
Lee Gillion relating to the Licensed Material;
8.1.2 otherwise breaches the terms of this Agreement.
Upon termination, the Licensee must immediately stop using the Licensed Material and destroy or, upon the request of Lee Gillion, return to Lee Gillion the Licensed Material and, in the case of termination by Lee Gillion for one of the reasons listed in 8.1.1 or 8.1.2, the New Work in the possession or control of the Licensee.

9. Electronic Storage
9.1 For all Licensed Material that is delivered to the Licensee in electronic form, the Licensee must retain the copyright symbol, the name of Lee Gillion, the Licensed Material's identification number and any other information as may be embedded in the electronic file containing the original Licensed Material.
9.2 The Licensee shall maintain a robust firewall to safeguard against unauthorised third-party access to the Licensed Material.

10. Entire Agreement
This Agreement contains all the terms of the licence agreement. No terms or conditions may be added or deleted unless made in writing and either accepted in writing by an authorised representative of both parties or issued electronically by Lee Gillion and accepted in writing by an authorised representative of the Licensee.

11. Applicable Law
This Agreement, its subject matter and its formation, are governed by the laws of England and Wales. You and we both agree to that the courts of England and Wales will have non-exclusive jurisdiction.