Addendum – Image Library Extension Terms & Conditions

(A) This addendum is an Addendum to the subscription agreement (the “Subscription Agreement”) between Redshift Limited trading as w3p (“Licensor”, “w3p”, “us” or “we”) and the subscriber (“Licensee” or “you”) detailed in the quotation signed by the parties (the “Quotation”), it forms part of and is incorporated into the Subscription Agreement.
(B) Terms defined in the Subscription Agreement or any other Addendum where used in this Addendum shall have the same meaning as set out in the Subscription Agreement or other Addendum. Where there is any conflict between clauses and terms in this Addendum and clauses and terms in the Subscription Agreement this Addendum shall prevail.
(C) The Licensee wishes to access the W3P Image Library upon the terms and subject to the conditions set out below in order to obtain Images solely for use in Jobs to be supplied to Customers.

1 Operative provisions

In this Addendum the following expressions shall have the following meanings:
“Agreement”
means the Subscription Agreement and all Addendums to it;
“Customer T&Cs”
the terms and conditions as between the Licensee and Customers for the provision of Jobs;
“Image Fee”
the price pertaining to the relevant Work charged by the Licensor to the Licensee each time a Work is requested via the Platform for use in connection with a Job;
“Third Party Image Supplier”
any person engaged by the Licensor to provide Third Party Content pursuant to this Agreement;
“Works”
Third Party Content in the form of fonts, photograph’s, images or other pictorial or graphic work.

2 Description of the W3P Image Library

2.1 The W3P Image Library is a function of the Platform that makes Works available for download by the Licensee for use in the provision of Jobs;
2.2 Works supplied are supplied strictly pursuant to the terms of the Agreement and for the avoidance of doubt are always subject to any terms and conditions, whether of the Licensor or Third Party Image Supplier, appearing on the Platform;
2.3 Such Third Party Image Supplier’s terms and conditions include that any Work may be used only as part of an End Product that constitutes a Derivative Work as such terms are defined within the Third Party Image Supplier’s terms and conditions.

3 Fees and Payment

3.1 The Licensee agrees and undertakes to pay to the Licensor the Image Fees which the Licensor shall invoice weekly in arrears which shall be paid on the payment dates and by such method as is set out in the Quotation under the headings Payment Terms and Payment Method respectively. For the avoidance of doubt no Image Fee is payable in respect of Works incorporated in Designer Templates (which for the avoidance of doubt are made available to the Licensee via the Platform at the prices and on the terms detailed on the Platform and/or pursuant to any other agreement between the Licensee and the Licensor or any member of the Group in respect of TemplateCloud and Designer Templates as both are defined in such agreement).

4 Obligations of the Licensee

The Licensee agrees and undertakes as follows:
4.1 during the continuance of this Addendum the Licensee may use Works supplied by the Licensor pursuant to this Addendum an unlimited number of times to supply Customer reorders of a distinct Job. Notwithstanding the forgoing the Licensee acknowledges and agrees that this Addendum does not effect any sale of Works and except for the rights specifically granted under this Addendum the Licensee shall not have any right, title, interest or other ownership of such Works including any copyright or other intellectual property rights;
4.2 the Licensee shall ensure that Customer T&Cs contain any provisions reasonable required by the Licensor pursuant to the Licensor’s obligations to Third Party Image Suppliers;
4.3 the Licensee shall store all Works made available pursuant to this Addendum in a secure manner
4.4 the Licensee acknowledges and agrees that (in particular having regard to its obligation pursuant to clause 2 above) it shall not under any circumstances allow a Work to be utilised by a third party, including any Customer, on a standalone basis.

5 Acknowledgments by the Licensee

5.1 The Licensor may terminate this Addendum forthwith, without incurring any liability whatsoever to the Licensee, in the event that Works cease to be available to the Licensor whereupon the Licensee will dispose of or destroy as the Licensor shall direct any Works previously downloaded. For the avoidance of any doubt the termination of this or any other Addendum shall not affect the remainder of the Subscription Agreement which shall continue in force until its termination or expiry;
5.2 The Licensee acknowledges the Works are supplied to the Licensor by Third Party Image Suppliers and that the Licensor makes them available to the Licensee as-is and with all faults, accordingly, the Licensee agrees that, to the full extent permitted by law, all other warranties and representations, whether oral or in writing and whether implied by statute, common law or otherwise relating to the Works (including but not limited to non infringement of third party rights, satisfactory quality or fitness for a particular purpose) and which the Licensee would otherwise have the benefit of are hereby excluded.