PRIVACY POLICY

BETWEEN:

(1) Image Data Systems (UK) Ltd, a company registered in England and Wales under Company Number 2707151 and with registered office at 59A Brent Street London NW4 2EA; and

(2) The Subscriber.
WHEREAS:

(A) IDS is the owner of the Service allowing Subscribers to store and search the Content.

(B) The Subscriber wishes to use the Service.

(C) IDS has agreed to accept the registration of the Subscriber and the parties have set out the terms of that arrangement in this Agreement.
1 DEFINITIONS

1.1 In this Agreement the following words will have the following meanings unless the context otherwise prescribes:

"Agreed Network" means the Subscriber's network with the registered internet protocol (IP) range;

"Business Day" means any day other than a Saturday, Sunday or public holiday in England;

"Channels" means the categories of Content to which the Subscriber has subscribed as set out in Schedule 1;

"Confidential Information" means this Agreement, together with all information disclosed by one party to the other or received during the course of negotiation, entering into or performance of this Agreement which is or was expressly marked as confidential, or which ought reasonably to be considered confidential, including, without limitation, information of a commercial, marketing, financial, technical, operational or other nature, intentions, ideas, plans, proposals, operations, processes, reports, statistics, know-how, trade secrets, software, the terms of this Agreement and any documents referred to in this Agreement and the commercial and financial arrangements evidenced by this Agreement and any documents referred to in this Agreement;

"Confirmation Email" means the email sent by IDS to the Subscriber confirming the Subscriber's access details, username and password, the Subscription Fee;

"Content" means any digitised photograph cartoon, story, graphic, video, which is accepted by IDS and indexed by the Service;

"Disclosing Party" has the meaning given in Clause 11.2;

"Group Company" means any company of which a party is a Subsidiary (its holding company) and any Subsidiaries of the requisite party or any such holding company, and "Group Companies" shall be interpreted accordingly;

"IDS" means Image Data Systems (UK) Ltd or any Group Company of the same;

"IDS Bank Account" means Image Data Systems (UK) Ltd's bank account as detailed in the invoice;

"Initial Term" has the meaning given in Clause 8.1;

"Intellectual Property Rights" means patents, designs, trade marks, service marks, trade names, logos, get-up, domain names, copyright (including without limitation rights in computer software, video, music, sound, graphics, photographs, illustration and artwork), database rights, rights in performance, moral rights, image rights, Confidential Information, know-how, whether registered or not including applications for registration and all similar forms of protection anywhere in the world;

"Named Users" the individuals listed in the Confirmation Email

"Recipient Party" has the meaning given in Clause 11.2;

"Renewal" has the meaning given in Clause 8.3;

"Service" means the IDS’s MyIDS Search service operated by IDS, which the Subscriber may access from the Agreed Network and to which the Subscriber may, subject to the terms of this Agreement, include the Content to be indexed;

"Setup Fee" has the meaning given in Clause 7.1;

"Subscriber User" has the meaning given in Clause 2.5;

"Subscription Fee" has the meaning given in Clause 7.1;

"Subsidiary" means in relation to a company (a holding company) a subsidiary (as defined in section 736 of the Companies Act 1985) and any other company which is itself a subsidiary of such holding company, and "Subsidiaries" shall be interpreted accordingly;

"Term" has the meaning given in Clause 8.2;

"Term Commencement Date" has the meaning given in Clause 8.2;

"Website" means IDS's website with the domain https://www.myids.co through which the Service is provided; and

"Website Terms and Conditions" means the terms and conditions available to view at https://myids.co/dist/start/main/information/terms which apply to the Subscriber's use of the Website.

1.2 The headings are for convenience only and shall not affect its interpretation.

1.3 References to a Clause, Schedule or Paragraph are to a clause, schedule or paragraph in this Agreement.

1.4 Any reference to this Agreement or to any other document shall include any permitted variation, amendment or supplement to such document.

1.5 Any reference to any statute shall include references to the same as it may have been, or may from time to time be amended, modified, consolidated or re-enacted and to any regulation or sub-ordinate legislation made under it (or under such an amendment, modification, consolidation or re-enactment).

1.6 Reference to the plural shall include the singular and vice versa, and reference to one gender includes reference to all genders. Any reference to a person shall be to a legal person of whatever kind whether incorporated or unincorporated and to its successors, permitted assigns or transferees.

1.7 Any statement qualified by reference to a party's state of knowledge, belief or awareness shall be deemed to include an additional statement that before making it that party has made such enquiry as it would be reasonable to expect it to have made.

1.8 Words shall not be given a restrictive interpretation by reason of their being preceded or followed by words indicating a particular class of acts, matters or things.

1.9 Where any warranty is given or obligation is undertaken by two or more persons jointly those persons shall be jointly and severally liable in respect of that warranty or obligation and where any warranty is given or obligation is undertaken for the benefit of two or more persons jointly those persons shall be jointly and severally entitled to that benefit.
2 SUBSCRIBER OBLIGATIONS

2.1 The Subscriber agrees to pay the Subscription Fee.

2.2 The Subscriber acknowledges and agrees that the ownership in any Intellectual Property Rights (including for the avoidance of doubt, copyright) in the Website and the Service belongs to IDS or its licensors and that nothing in this Agreement confers upon the Subscriber any right, title or interest in the Intellectual Property Rights in the Website or the Service. Accordingly, the Subscriber agrees that any part of the Website (or its source HTML code) and the Service may not be used, transferred, copied, downloaded or reproduced in whole or in part in any manner other than for the purposes of utilising the Website and the Service.

2.3 The Subscriber agrees to only access the Service from the Agreed Network.

2.4 The Subscriber agrees not to attempt to gain unauthorised access to the Website or the Service, the server on which the Website and / the Service is stored or any server, computer or database connected to the Website and / or the Service.

2.5 The Subscriber acknowledges that passwords and user names are provided by IDS on a "per user" basis and that these details are unique to each individual user specified in Schedule 2 (a "Subscriber User"), and the Subscriber agrees not to disclose these details to individuals within the Subscriber or a Subscriber Group Company (where applicable) other than the relevant Subscriber User or in breach of Clause 2.7 below

2.6 The Subscriber shall keep all passwords, user names and unique resource locators (URLs) for use of the Service confidential and agrees not to disclose these details to any third party. The Subscriber shall be responsible for all use of the Service and Content gained through its user name and / or password and acknowledges that IDS shall not be liable for any loss or damage caused as a result of the Subscriber's failure to keep these details confidential. IDS reserves the right to disable any user name and / or password, whether chosen by the Subscriber or allocated by IDS, at any time, if in IDS's opinion the Subscriber has failed to comply with any of the provisions of the terms of this Agreement.

2.7 The Subscriber agrees to notify IDS immediately if it suspects that any of its account details (including without limitation Subscriber User user names and passwords) are no longer secret.
3 SUBSCRIBER WARRANTIES

3.1 The Subscriber warrants that:

(a) it will use the Service and the Website only in a professional capacity;

(b) it will use the Service and the Website in accordance with the terms of this Agreement (including without limitation, and the Website Terms and Conditions);

(c) it has full power and authority to enter into this Agreement and has not previously entered, nor will it during the term of this Agreement enter, into any other agreement which will adversely affect its obligations hereunder;

(d) its use of the Content will not infringe the Intellectual Property Rights, rights of privacy or any other such rights of any third party;
4 IDS RIGHTS AND OBLIGATIONS

4.1 IDS reserves the right to amend, improve or develop the Website and / or Service at any time without notice to the Subscriber.

4.2 IDS has the right to advertise and promote the Service and may, with the Subscriber's prior written consent use the Subscriber's name in promotional and advertising materials.

4.3 IDS shall during the Term:

(a) operate, develop and maintain the Service;

(b) index the Content;

(c) provide the Service to the best of its technical ability;

(d) subject to Clause 4.5, provide via telephone, technical support to the Subscriber

4.4 The parties agree that the Service should be available to the Subscriber for ninety-five percent (95%) of the time during each calendar month of this Agreement.

4.5 Where the Subscriber accesses the Service via an Agreed Web Browser on the Agreed Network, IDS will not provide support services in relation to any issue, error or problem arising as a result of the Subscriber's network or browser.

4.6 IDS may suspend the Subscriber's account and access to the Service and Website without notice if the Subscriber breaches any term of this Agreement. IDS may restore the Subscriber's access once the relevant breach has been rectified to IDS's satisfaction. On restoring access, IDS may charge the Subscriber a reconnection fee in accordance with Clause 7.2.

4.7 IDS may use cookies to store information on your computer, to identify users and the computers used to access the Service.
5 IDS WARRANTIES

5.1 IDS warrants that it:

(a) has full power and authority to enter into this Agreement and has not previously entered, nor will it during the term of this Agreement enter, into any other agreement which will adversely affect its obligations hereunder; and

(b) will provide the Service at all times with qualified personnel using relevant care and skill.
6 LICENCE

The Subscriber grants to IDS for the Initial Term and each subsequent Term a revocable, non-exclusive, royalty-free, worldwide licence to display, transmit, capture data from or about the Content and make the Content available for download in accordance with the terms of this Agreement. For the avoidance of doubt the Licence is granted solely to permit IDS to provide the Service, and fulfil its obligation to the Supplier and Subscribers under this contract, and does not grant either IDS or 3rd parties any other use of the Content.
7 CHARGES

7.1 In consideration of IDS providing the Service to the Subscriber, the Subscriber will pay to IDS

(a) a one-off fee as agreed exclusive of VAT (where applicable)(the "Set-Up Fee") and;

(b) a fee per month of this Agreement as agreed exclusive of VAT (the "Subscription Fee").

The amount of the fees will be set out in the email confirming the Subscriber's access details ( the "Confirmation Email" ). The Setup Fee shall be payable on the date of this agreement and the Subscription Fee shall be payable by standing order to the IDS Bank Account by the Subscriber quarterly in advance, and for the avoidance of doubt the first payment shall be due on the Commencement Date.

7.2 Where the Subscriber fails to pay the Subscription Fee IDS reserves the right to suspend and / or terminate the Subscriber's account and access to the Service and Website. The Subscriber acknowledges and agrees that in such circumstances IDS will be entitled to charge a reasonable re-connection fee where the Subscriber requests re-instatement of the Service and / or access to the Website.

7.3 IDS is not liable for any costs, expenses, charges or liabilities incurred by the Subscriber as a result of suspension and / or termination of the Subscriber's access to the Service and / or Website arising from the operation of Clause 7.2.

7.4 IDS reserves the right in its sole discretion to vary or amend the Subscription Fee. IDS shall notify the Subscriber in writing of any changes made in accordance with this Clause 7.4 and any such changes shall have immediate effect.

7.5 All amounts due under this Agreement shall be paid in full without any deduction or withholding other than as required by law and the Subscriber shall not be entitled to assert any credit, set-off or counterclaim against IDS in order to justify withholding payment of any such amount in whole or in part.
8 TERM AND TERMINATION

8.1 The initial term of this Agreement shall be twelve (12) months from the date of this Agreement (the "Initial Term"). During the Initial Term, neither party may terminate the Agreement except as provided for by Clauses 7.2 and 8.4.

8.2 If neither party has notified the other through the provision of 3 months prior notice in writing that it wishes to terminate this Agreement on the expiry of the Initial Term, this Agreement will renew for a period of one (1) year (the "Term") from the date of expiry of the Initial Term (the "Term Commencement Date").

8.3 This Agreement will automatically renew for subsequent one (1) year terms on each anniversary of the Term Commencement Date (a "Renewal") unless terminated by either party through the provision of 3 months notice in writing.

8.4 This Agreement may be terminated immediately by either party giving notice to the other if:

(a) the other commits a material breach of any of the terms of this Agreement;

(b) the other commits any breach of any of the provisions of this Agreement and such breaches, if capable of remedy, are not remedied within seven (7) calendar days of receipt of notice requiring such remedy; or

(c) any encumbrancer takes possession of, or a receiver is appointed over, any of the property or assets of the other party or the other party makes any voluntary arrangement with its creditors or convenes a meeting to consider proposals for a company voluntary arrangement and / or files any documents with the court for a moratorium pending the outcome of such a meeting or becomes subject to an administration order or goes into liquidation (except for the purposes of amalgamation or reconstruction not involving insolvency and in such manner that the entity resulting agrees to be bound by or assumes the obligations imposed on that other party under this Agreement) or anything analogous to any of the foregoing under the law of any jurisdiction that occurs in relation to the other party or if the other party ceases or threatens to cease to carry on business, or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986.

8.5 Upon termination of this Agreement for any reason:

(a) the Subscriber's right to use the Service and the Website shall cease immediately;

(b) the Subscriber shall remain liable for the payment of any Subscription Fee outstanding at the date of termination; and

(c) the Subscriber shall delete or return to IDS all IDS Confidential Information in its possession or control, or at IDS' written request, destroy the same.

8.6 Any termination of this Agreement shall be without prejudice to any accrued rights or liabilities of either party whether under statute, in contract, tort or otherwise, nor prevent either party from pursuing other remedies available to it. Clause 16.6 shall continue to apply to rights, liabilities and remedies of the parties arising under this Agreement prior to termination.
9 LIABILITY

9.1 IDS will use its best endeavours to provide the Service, but does not warrant or guarantee that the Service and / or Website will always be operational and / or error free. IDS shall have no liability to the Subscriber for losses, costs, expenses or charges incurred as a result of, without limitation server downtime, lost transmissions, loss of the Content or any other failure of the Service.

9.2 IDS is not responsible for any errors or omissions in the Website or Service and reserves the right to make changes without notice (such changes may from time to time cause temporary interruptions in the provision of the Website and / or Service). Accordingly, information on the Website and the Service, including that belonging to or posted by third parties is provided "AS IS".

9.3 Neither party limits its liability for:

(a) death or personal injury caused by its negligence;

(b) fraud (including without limit fraudulent misrepresentation) on the other party;

(c) any other liability which may not be excluded or limited by law.

9.4 Subject to Clause 9.3, the total aggregate liability of IDS arising from any breach of the obligations under this Agreement or of any act or omission, negligent act or statement by IDS or its employees will not exceed one month's Subscription Fee.

9.5 Subject to Clause 9.3 and whether or not IDS has been advised of the possibility of such loss or damage IDS shall not be liable to the Subscriber for:

(a) loss of profits, loss of anticipated savings, loss of revenue, loss of contracts, loss of production, loss of data, loss of goodwill and / or loss of business (in each case whether direct or indirect);

(b) any type of special, consequential or indirect loss or damage; howsoever caused (including due to negligence, breach of contract, delayed delivery and / or misrepresentation).

9.6 The parties agree and acknowledge that this Agreement states each party's entire liability of whatever type or nature to the other in connection with this Agreement.

9.7 The content of the Website and Service (including without limitation, the Content) is provided "AS IS" and except to the extent that by law such warranties may not lawfully be excluded in terms and conditions of this nature, without warranty of any kind, either express or implied. Nothing in this Clause 9.7 affects the Subscriber's statutory rights as a consumer. The content of the Website and / or Service could include technical inaccuracies or typographical errors. Changes are periodically added to the information given on the Website and the Service. These changes will be incorporated in new editions or versions of the Website or Service and IDS may make improvements or changes in the content at any time.

9.8 IDS shall not be held responsible for any content (including without limitation, the Content) provided by any third parties.

9.9 IDS shall have no liability to the Subscriber or to any third party for any claims, costs or damages, expenses arising from the late delivery of Content to the Subscriber.

9.10 The Subscriber acknowledges that IDS shall not be liable to the Subscriber for any loss of or damage to the Content caused by a third party.

9.11 The Subscriber acknowledges that IDS shall not be liable to the Subscriber or any third party owner of Intellectual Property Rights for any costs, charges, expenses or liabilities arising out of the Subscriber's use of the Content.

9.12 IDS does not warrant that the Website and Service are compatible with the Subscriber's computer equipment or that the Website and Service are free from errors or viruses. IDs will not be liable for any damage that the Subscriber may suffer as a result of such destructive features.

9.13 IDS will not be responsible for any failure in the Service should the Subscriber not be accessing the Service via an Agreed Web Browser.

9.14 IDS will not be responsible for the reliability or continued availability of telephone lines and equipment that the Subscriber uses to access the Website and Service.

9.15 IDS does not represent that either the Website or the Service are appropriate for use or permitted by local laws in all jurisdictions. The Subscriber is responsible for compliance with applicable local laws and regulations.

9.16 IDS shall not be liable to the Subscriber or be deemed to be in breach of this Agreement by reasons of any delay in performing, or failure to perform, any of its obligations in relation to the Service if such delay or failure is due to any cause beyond its reasonable control.
10 INDEMNITY

10.1 The Subscriber will indemnify IDS against all and any loss, damages, expenses, charges or costs (including reasonable legal fees) sustained by IDS arising out of:

(a) the Subscriber's use of the Website and / or Service;

(b) any breach by the Subscriber of any of the terms of this Agreement (including without limitation, the Subscribers warranties) or use by the Subscriber of the Content outside of the terms of this Agreement. At the request of IDS and at the Subscriber's own expense, it shall provide all reasonable assistance to enable IDS to resist any claim, action or proceedings brought against IDS as a consequence of that breach;
11 CONFIDENTIALITY

11.1 Each party will protect against any unauthorised disclosure of any Confidential Information of the other party to any third party by using the same degree of care as it takes to protect its own Confidential Information but in no event will this be less than a reasonable degree of care.

11.2 Neither party (the "Recipient Party") shall use or disclose any Confidential Information of the other party (the "Disclosing Party") except:

(a) as necessary for the performance of this Agreement;

(b) to the Recipient Party's auditors or professional advisers who have a legal right or duty to have knowledge of the Confidential Information in connection with the business of the Recipient Party; or

(c) as required by law, where the disclosing party has first given detailed notice in writing to the other party of each disclosure of Confidential Information proposed to be made.

11.3 IDS and the Subscriber shall limit access to Confidential Information to those of its employees, Group Companies and personnel for whom such access is necessary for the proper performance of this Agreement.

11.4 The provisions of this Clause 11 will not apply to Confidential Information to the extent that:

(a) the information is or becomes generally available to the public other than through a breach of this Agreement;

(b) the Recipient Party can show that the Confidential Information was lawfully in its possession prior to the disclosure and that it did not previously gain the Confidential Information from an individual under an obligation of confidence to the Disclosing Party;

(c) the Confidential Information subsequently comes into the possession of the Recipient Party from a third party who does not owe the Disclosing Party an obligation of confidence in relation to it; and/or

(d) the Recipient Party can show that it was independently developed by the Recipient Party having no access to the Confidential Information.

11.5 IDS shall be entitled to announce the existence of this Agreement.

11.6 This Clause shall continue in full force and effect notwithstanding termination of this Agreement for whatever reason.
12 DATA PROTECTION

12.1 Each party warrants that it will duly observe all its obligations under the Data Protection Act 1998 which arise in connection with this Agreement, including but not limited to obligations relating to customer data.

12.2 Without prejudice to the generality of Clause 12.1, each party warrants that it will obtain, and at all times maintain, a registration under the Data Protection Act 1998 appropriate to the performance of their obligations under this Agreement.
13 NOTICES

13.1 All notices to be given under this Agreement will be in writing and will be sent to the address of the recipient shown on the front page of this Agreement or any other address the recipient may designate by notice given in accordance with this Clause. Notices may be delivered personally, by first class pre-paid letter or facsimile transmission. Notices will be deemed to have been received where delivered:

(a) by hand, at the time of delivery;

(b) by first class post, forty-right (48) hours after the date of posting; and

(c) by facsimile transmission, immediately on transmission provided a confirmatory copy is sent by first class pre-paid post or by hand by the end of the next Business Day.
14 WAIVER

14.1 No delay or failure by either party to exercise any of its powers, rights or remedies under this Agreement will operate as a waiver of them nor will any single or partial exercise of any such powers, rights or remedies preclude any other or further exercise of them. Any waiver to be effective must be in writing. The remedies provided in this Agreement are cumulative and not exclusive of any remedies provided by law.
15 SEVERABILITY

15.1 If any part of this Agreement is found by a court of competent jurisdiction or other competent authority to be invalid, unlawful or unenforceable then such part will be severed from the remainder of this Agreement which will continue to be valid and enforceable to the fullest extent permitted by law.

15.2 Each of these terms is a separate and distinct contractual provision and will remain unaffected if one or more of the other provisions within these terms is found to be invalid, illegal or unenforceable.
16 GENERAL

16.1 Nothing in this Agreement shall be deemed to constitute a partnership or joint venture or contract of employment between the parties nor constitute either party the agent of the other.

16.2 Neither party shall act or describe itself as the agent of the other, nor shall it make or represent that it has authority to make any commitments on the other's behalf, including but not limited to the making of any representation or warranty and the exercise of any right or power.

16.3 If there is a disagreement or dispute regarding this Agreement the parties shall:

(a) attempt to resolve the disagreement or dispute by discussion between a representative of either party; and

(b) if the disagreement or dispute remains unresolved for a period of fourteen (14) calendar days, hold a meeting between a Director of both parties within a further period of fourteen (14) calendar days; only after the expiry of this period of twenty-eight (28) calendar days will either party be entitled, in accordance with Clause 16.6 below, to refer the matter to the courts. Nothing in this Clause 16.3 shall restrict a party's ability to seek interim injunctive relief to prevent irreparable damage.

16.4 Both parties shall act in good faith in all dealings with each other under or in relation to this Agreement.

16.5 This Agreement together with the Website Terms and Conditions shall constitute the entire agreement between the parties with respect to its subject matter and shall supersede any and all previous agreements, promises, representations, warranties of whatsoever nature (save for fraudulent pre-contractual misrepresentations), and any amendments to it shall not be effective unless in writing and signed by an authorised signatory on behalf of each party.

16.6 This Agreement shall be governed by and construed in accordance with the laws of England and the parties hereby submit to the non-exclusive jurisdiction of the English Courts over any claim or matter arising under or in connection with this Agreement.

16.7 Neither party may assign or transfer this Agreement or all or any of its rights and / or obligations hereunder without the prior written consent of the other (not to be unreasonably withheld or delayed). Any party that assigns the benefit of this Agreement shall remain responsible for its obligations under this Agreement.

16.8 The parties agree that for the purpose of Section 1(2) of the Contracts (Rights of Third Parties) Act 1999 no term of this Agreement shall be enforceable by a third party but this does not affect any right or remedy of a third party which exists or is available apart from that Act.

16.9 Each party will give the other written notification of any change of address and in the absence of such notification, the addresses specified in this Agreement will be relevant for all purposes.