ARKive: Licence to use Copyright Material (Still Images)

(1) (2)

Wildscreen Trading Limited

Dated

2012

Osborne Clarke
Bristol Office 50 Queen Charlotte Street, Bristol BS1 4HE Telephone 0117 917 3000 Facsimile 0117 917 3005 London Office Hillgate House, 26 Old Bailey, London EC4M 7HW Telephone 020 7809 1000 Facsimile 020 7809 1005 Thames Valley Office Apex Plaza, Forbury Road, Reading RG1 1AX Telephone 0118 925 2000 Facsimile 0118 925 0038 Web site: www.osborneclarke.com

ARKive still image licence

Contents Schedule 1..............................................................................................................9 Schedule 2............................................................................................................10

This Agreement is made the Between: (1)

day of

2009

Wildscreen Trading Limited (company number: 2610585 whose registered office is at Ground Floor, The Rackhay, Queen Charlotte Street, Bristol, BS1 4HJ ("WILDSCREEN"); _________________________________________________________ (company number _____________) whose registered office is at_____ ___________________________________________("the Supplier").

(2)

Background: (A) The Wildscreen Trust is a charitable organisation responsible for the Wildscreen Festival held in Bristol every two years, and is dedicated to the promotion of nature conservation for the purposes of study, research and public awareness. WILDSCREEN is a wholly-owned subsidiary and the operating arm of the Wildscreen Trust. WILDSCREEN is engaged in a project, in partnership with suppliers of Recordings (as defined below), for the development of a digital on-line and on-site database of such Recordings. This project is known as "ARKive". The Supplier owns or is licensed to exploit certain copyright material which the parties have agreed may be used in ARKive on the terms of this Agreement. It is intended that ARKive will be of mutual benefit to WILDSCREEN and the Supplier and in recognition of this, the Supplier agrees to waive any royalty fee in respect of the materials to be supplied.

(B) (C)

(D) (E)

(F)

It is agreed as follows: .1 .1.1 Definitions and interpretation In this Agreement, unless the context otherwise requires, the following words have the following meanings: "this Agreement" this Agreement (including any schedule or annexure to it and any document in agreed form); the project described in the Background

"ARKive"

section of this Agreement; "End User" any person who accesses the Web Site, or who visits or subscribes to any facilities of ARKive; the digital library of film, photographs, graphics and sound recordings to be developed and operated by WILDSCREEN as part of ARKive; the copyright material to be supplied under this Agreement, as detailed in schedule 1 of this Agreement or in supplements to schedule 1 agreed by the parties from time to time or in an Order (as defined in clause 2.1); orders for Material, to be submitted by WILDSCREEN pursuant to clause 2; digital or analogue film footage, stills, graphics, sound recordings and associated information relating to animal and plant species and their natural habitats and incorporating the Material; the list of information to be provided by the Supplier in accordance with clause 3 of this Agreement; Not-for-profit initiatives or public funding bodies that have a website linking agreement with ARKive, as listed in Schedule 3, as may be amended from time to time by the Licensor; reproductions of the Material to be specified in orders from time to time; the coherent, connected body of text, data, photographic, video and audio materials relating to ARKive and the activities of WILDSCREEN, to be made available to End Users via the Internet (or its equivalent) from one or more computer servers; and the premises occupied and/or operated by

"Library"

"Material"

"Orders" "Recordings"

"Supplier's Index"

Third Parties

"Web Site Content" "Web Site"

"Wildscreen at-Bristol

Sites"

WILDSCREEN, including without limitation the Library, Web Site and associated promotional, educational or information services.

.1.2

In this Agreement, unless the context otherwise requires: ()a ()b words in the singular include the plural and vice versa and words in one gender include any other gender; a reference to a statute or statutory provision includes: ()i ()ii ()iii any subordinate legislation (as defined in Section 21(1), Interpretation Act 1978) made under it; any repealed statute or statutory provision which it reenacts (with or without modification); and any statute or statutory provision which modifies, consolidates, re-enacts or supersedes it, except to the extent that such statute or provision would materially alter or increase the liability of either party under this Agreement;

()c

a reference to: ()i ()ii any party includes its successors in title and permitted assigns; clauses and schedules are to clauses and schedules of this Agreement and references to sub-clauses and paragraphs are references to sub-clauses and paragraphs of the clause or schedule in which they appear;

the table of contents and headings are for convenience only and shall not affect the interpretation of this Agreement. .2 .2.1 Supply of Material and Licence for Use The Supplier will supply to WILDSCREEN: ()a ()b Material as listed and in the format specified in schedule 1; or in response to orders submitted from time to time by WILDSCREEN ("the Order") Material according to the specifications and formats set out in the relevant Order. Each

such Order will be subject to the terms of this Agreement unless otherwise agreed in writing and signed by the parties. .2.2 The risk and property in any media carrying Material (but not the underlying intellectual property rights) shall pass to WILDSCREEN upon delivery. The Supplier licenses WILDSCREEN to use the Material as follows: ()a to store and reproduce the Material in digital or machinereadable form for the purpose of allowing End Users to access Web Site Content on the Web Site; to store and reproduce the Material in digital or machinereadable form for the purpose of allowing End Users to view or hear the Material from the Wildscreen at-Bristol Sites.

.2.3

(b)

(c) to use extracts and photographic stills from the Materials in Wildscreen's non-commercial promotional materials and on the Web Site solely to promote the charitable and educational purposes of ARKive. .2.4 WILDSCREEN shall have a right to sub-license any of the rights granted under this Agreement to: (a) any Third Parties to enable such Third Parties to link to the Web Site, or any page therein, and access the Web Site via noncommercial electronic networks solely for non-profit making educational purposes, provided that such use is strictly in accordance with the terms of this agreement. Third Party agents or sub-contractors, but only insofar as such Third Parties are carrying out activities in connection with this Agreement on behalf of WILDSCREEN.

(b)

.3 .3.1

The ARKive database of Materials As part of the database compilation objectives of ARKive, WILDSCREEN may submit to the Supplier regular "shopping lists" for Material and the Supplier shall respond reasonably promptly with adequate information for that purpose. Supplier licenses WILDSCREEN to compile its own proprietary database indexing the Material (or type of Material) available to End Users by reference to supplier and ultimate copyright holder. Incidental use of Material The Supplier licenses WILDSCREEN to use and reproduce the Material (including any trade marks incorporated in it) and the

.3.2

.4

Supplier's Index in any form or manner incidental to the purposes of this Agreement, which for the avoidance of doubt includes: ()a (b) .5 making transient copies in RAM or another dynamic memory storage; and making backup or security copies to support WILDSCREEN's retention or use of the Material.

Duration and scope of licences All licences under this Agreement in favour of WILDSCREEN shall be royalty free and non-exclusive and shall be perpetual unless terminated in accordance with clause 10.

.6

Notices, attribution and technical protection WILDSCREEN shall ensure that: ()a the Web Site home page contains a copyright notice in the form set out in schedule 2 and that each page of the Web Site contains a clear hypertext link to that notice; and all copyright, trade mark and other notices incorporated into any Material as supplied to WILDSCREEN shall be reproduced faithfully in any copies which WILDSCREEN is licensed by this Agreement to make available to End Users;

(b)

.7 .7.1

Protection of rights and moral rights WILDSCREEN shall use all reasonable and practicable steps to ensure that End Users are not able to copy or otherwise extract, alter or manipulate Material other than as permitted and envisaged by this Agreement. Each party shall: ()a ()b promptly notify the other of any infringements by End Users of Material which may come to its attention; and provide such co-operation and information to the other as shall be reasonably necessary in connection with the restraint of unauthorised third party use or reproduction of the Material.

.7.2

.7.3

Where any moral rights have been asserted in respect of Material, the Supplier will ensure that appropriate notices or attributions are incorporated into such Material as supplied to WILDSCREEN. Warranty and Indemnities

.8

.8.1

The Supplier warrants, in respect of all jurisdictions and territories, that: ()a ()b it has the right to license the use and reproduction of the Material for all purposes connected with this Agreement; and WILDSCREEN's use of the Material in accordance with this Agreement shall not infringe any third party copyright or other intellectual property rights.

.8.2

The Supplier indemnifies WILDSCREEN for all damages, costs, claims, demands, losses or liabilities which WILDSCREEN may incur as a result of the Supplier's breach of the warranties contained in this clause 8. WILDSCREEN warrants, in respect of all jurisdictions and territories, that it has the right to enter into this Agreement with the Supplier. Limitation of liability Save in respect of any liability which cannot by law be excluded or limited, neither party shall be liable to the other party for any indirect loss sustained by the other howsoever arising as a result of acts or omissions by the defaulting party. For the purposes of this clause 9, "indirect loss" includes loss of profit, loss of commercial opportunity and loss of turnover. Termination Either party may terminate this Agreement with immediate effect on giving written notice to the other ("the defaulting party") if: ()a the defaulting party is in material breach of any of its obligations under this Agreement and, where the breach is capable of remedy, such breach has continued unremedied for a period of 30 days after the other party has given written notice specifying the default; or the defaulting party is unable to pay its debts or enters into compulsory or voluntary liquidation (other than for the purpose of effecting a reconstruction or amalgamation in such manner that the company resulting from such reconstruction or amalgamation (if a different legal entity) shall agree to be bound by and assume the obligations of the defaulting party under this Agreement) or compounds with or convenes a meeting of its creditors or has a receiver or manager or administrator appointed or ceases for any reason to carry on business or takes or suffers any similar action which in the

.8.3 .9 .9.1

.9.2 .10

()b

reasonable opinion of the other party means that the defaulting party may be unable to pay its debts.

.11

Consequences of termination All rights and obligations of the parties shall cease to have effect immediately upon termination of this Agreement, except that termination shall not affect the accrued rights and obligations of the parties at the date of termination (which includes the right of WILDSCREEN to honour legal obligations properly entered into with third parties prior to termination).

.12 .12.1

Force Majeure Subject to clause 12.2, neither party shall be deemed to be in breach of this Agreement or otherwise be liable to the other by reason of any delay in performance or non-performance of any of its obligations under this Agreement to the extent that such delay or non-performance is due to any cause beyond its reasonable control. The party affected by any event of force majeure shall immediately give the other party written notice of the nature and extent of the event of force majeure and the parties shall enter into bona fide discussions with a view to alleviating its effects or to agreeing upon such alternative arrangements as may be fair and reasonable. Assignment/sub-contracting Neither party shall be entitled to assign or sub-contract its rights or obligations under this Agreement (save to that company's holding company or any subsidiary of such holding company ("holding" and "subsidiary" company are as defined in s736 Companies Act 1985)) without the prior consent of the other party, such consent not to be unreasonably withheld.

.12.2

.13

.14 .14.1

Confidentiality Each party (being a "Recipient") shall keep strictly secret and not disclose to any third party confidential information obtained from the other both pursuant to this Agreement, prior to and in contemplation of it, and all other information (of a technical or commercial nature) that it may have acquired from the other during the course of this Agreement.

.14.2

The Recipient shall disclose such confidential information only to those of its employees to whom such disclosure is reasonably necessary for the purpose of this Agreement. The above obligations of confidentiality shall not apply to any information which: ()a was in the public domain at the time it was disclosed or which shall thereafter fall into the public domain except through the default of the Recipient or its employees, agents or subcontractors; or was known to and used by the Recipient prior to its disclosure by the other party; became known to the Recipient from a third party source unconnected with the other party; or is required to be disclosed by law.

.14.3

()b ()c ()d .15

Counterparts This Agreement may be executed in any number of counterparts, each of which when executed shall be an original, but all counterparts taken together shall constitute one and the same instrument.

.16

Notices Any notice to a party under this Agreement shall be in writing signed by or on behalf of the party giving it and shall, unless delivered to a party personally, be left at, or sent by prepaid first class post, prepaid recorded delivery, telex or facsimile to the address of the party as set out on page 1 of this Agreement or as otherwise notified in writing from time to time.

.17

Rights of Third Parties No express term of this Agreement or any term implied under it is enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to it.

.18 .18.1 .18.2

Governing law and jurisdiction This Agreement shall be governed by and construed in accordance with English law. Each of the parties irrevocably submits for all purposes in connection with this Agreement to the exclusive jurisdiction of the courts of England.

Schedule 1 A) The Material Content Format

B)

Supplier's Index Format

Schedule 2 Copyright Notice This Web Site is Wildscreen Trading Limited (1998 - ). Material contained in this Site is Wildscreen Trading Limited or its contributors. Visitors to the Site are entitled to: (a) view the contents of the Site; (b) download and retain copies of the material in digital form; (c) print off hard copies of each Web page; (d) download and print off Web pages from the Site for educational or research purposes as permitted by the Copyright, Designs and Patents Act 1988. Extracts of part of the Website or compilations of extracts can be made for the internal educational purposes of any authorised educational establishment, provided that the integrity of the Material is maintained and copyright ownership acknowledged. SAVE AS PERMITTED ABOVE, VISITORS ARE NOT PERMITTED TO INCORPORATE ANY COPYRIGHT MATERIAL FROM THIS SITE INTO ANY OTHER WORK OR PUBLICATION IN WHATEVER FORMAT. USE OF THE MATERIAL FOR THE PROMOTIONAL, ADMINISTRATIVE OR COMMERCIAL PURPOSES OF ANY VISITOR OR ESTABLISHMENT (WHETHER EDUCATIONAL OR OTHERWISE) IS NOT PERMITTED. PLEASE NOTE THAT ACCESS TO THIS WEB SITE AND ANY DOWNLOADING FROM IT ARE MONITORED ACTIVITIES.

10

Signed by Name Position ----------------------------------------------------------------------

for and on behalf of Wildscreen Trading Limited in the presence of:

Witness: Name Address

Occupation

Signed by Name Position ----------------------------------------------------------------------

for and on behalf of

in the presence of:

Witness: Name Address

Occupation

11