Terms and Conditions

GIGAPIXEL IMAGE CO IMAGE-LICENCE GENERAL TERMS & CONDITIONS

1. DEFINITIONS AND INTERPRETATION

"Image(s)" means the licensed photographic image(s), in all formats and media, whether digital, print, or otherwise.

"Licensed Use" means the use of the Image(s) solely as part of the Licensee's purchased licence based on either a Standard Licence or a Premium Licence.

“Licensee” means the person or entity purchasing the Licence.

"Territory" means all countries and territories throughout the world.

"Intellectual Property Rights" means all copyright, moral rights, and other intellectual property rights subsisting in the Image(s).

2. GRANT OF LICENCE

2.1 Grant – Gigapixel Image Co hereby grants to the Licensee a non-exclusive, irrevocable, perpetual, royalty-free licence to use the Image(s) throughout the Territory for the Licensed Use only.

2.2 Scope – The type of licence purchased defines the scope of that licence. There are two types of licence:

2.2.1 Standard Licence:

Use of the Image(s) in unlimited projects, including digital and print media, websites, social media, and packaging but not in any products offered for sale.

OR,

2.2.2 Premium Licence:

As per the Standard Licence, plus;
Integration of the Image(s) into manufacturing processes and production workflows where the product(s) offered for sale feature the Image(s);
Use of the Image(s) in marketing, advertising, and promotional materials for the manufactured product(s), including digital and print media, websites, social media, and packaging.

2.3 Exclusivity - This licence is non-exclusive. Gigapixel Image Co retains the right to licence the Image(s) to other parties for other purposes.

2.4 No Right to Sublicense - The Licensee shall not sublicense, transfer, assign, or delegate any rights granted under these Terms to any third party without prior written consent of Gigapixel Image Co, except as required for the manufacturing of the product by authorised manufacturing partners who agree to be bound by these terms.

2.5 Change of Control

2.5.1 Definition – A "Change of Control" shall be deemed to have occurred if any of the following events take place with respect to the Licensee, whether in a single transaction or a series of related transactions:

(a) The direct or indirect acquisition of beneficial ownership of more than fifty percent (50%) of the voting equity shares of the Licensee, or the acquisition of the right to control the election of a majority of the board of directors or equivalent governing body of the Licensee;

(b) A merger, consolidation, reorganisation, or similar transaction in which the Licensee is a party and as a result the holders of the Licensee's voting equity shares immediately before such transaction do not retain beneficial ownership of fifty percent (50%) or more of the voting equity shares of the surviving entity; or

(c) The sale, lease, transfer, or other disposition of all or substantially all of the assets of the Licensee, whether in a single transaction or a series of related transactions.

For the avoidance of doubt, a liquidation, dissolution or similar winding‑up of the Licensee shall not constitute a Change of Control and shall instead result in automatic termination of these Terms in accordance with Clause 10, and no rights to use the Image(s) shall continue or be deemed to transfer to any liquidator, administrator, receiver or similar office‑holder, except to the limited extent necessary to wind down the Licensee’s business as required by applicable law.

2.5.2 Notice Requirement – The Licensee shall provide written notice to Gigapixel Image Co of any Change of Control within ten (10) business days of such event occurring or, if earlier, from the date the Licensee becomes aware of such event.

2.5.3 Licensor's Consent Rights – Upon notification of a Change of Control:

(a) Any purchased licence shall remain in force, provided that the acquiring party or successor entity (the "Successor") agrees in writing, within thirty (30) days of notification, to be bound by all terms and conditions of these Terms;

(b) Gigapixel Image Co may, at its sole discretion, require written confirmation from the Successor that it shall perform all obligations of the Licensee under these Terms and the purchased licence; and

(c) Gigapixel Image Co shall not unreasonably withhold or delay consent where the Successor is a reputable entity with demonstrated capacity to comply with these Terms and the purchased licence.

2.5.4 Licensor's Termination Right - If the Successor fails to provide the required written confirmation within thirty (30) days, or if Gigapixel Image Co, in its reasonable discretion, determines that the Successor cannot adequately comply with these Terms, Gigapixel Image Co may terminate any licence issued under these Terms immediately upon written notice to the Licensee. Such termination shall not affect the Licensee's right to use the Image(s) in existing manufactured products already in circulation for the period specified in Section 10.3(b).

2.5.5 No Automatic Termination - A Change of Control shall not, in itself, automatically terminate or suspend the rights granted under these Terms. However, failure by the Licensee to provide notice as required in Section 2.5.2, or failure of the Successor to comply with Section 2.5.3, shall constitute material breach of these Terms.

3. PERMITTED USE ONLY

3.1 The Licensee shall use the Image(s) solely for the Licensed Use as defined in these Terms and the purchased licence.

3.2 The Licensee shall NOT use the Image(s) for any purpose other than as specified in the purchased licence, including but not limited to:

(a) Resale or redistribution of the Image(s) as a standalone product or service;

(b) Incorporation into competing products or services;

(d) Use as training data for artificial intelligence or machine learning systems;

(e) Any use not expressly permitted under Section 2.2.

4. DURATION

4.1 Term - This licence is granted in perpetuity from the Effective Date and shall continue indefinitely unless terminated in accordance with Section 7.

4.2 Survival - The rights granted herein shall survive in full for so long as the Licensee continues to use the Image(s) in accordance with the Licensed Use.

5. INTELLECTUAL PROPERTY RIGHTS

5.1 Ownership - Gigapixel Image Co retains full ownership of all Intellectual Property Rights in the Image(s). Nothing in these Terms shall be deemed to transfer any such rights to the Licensee.

5.2 Moral Rights - Where applicable under law, Gigapixel Image Co retains all moral rights in the Image(s), including the right of attribution and the right of integrity.

5.3 Derivative Works - Any modifications, adaptations, or derivative works created using the Image(s) in the course of manufacturing shall be owned by the Licensee; however, Gigapixel Image Co retains ownership of the underlying Image(s).

6. REPRESENTATIONS, WARRANTIES AND DISCLAIMERS

6.1 Licensor's Representations - Gigapixel Image Co represents and warrants that:

(a) It owns or is authorised to license the Image(s);

(b) It has the right to enter into a licensing agreement bound by these Terms;

6.2 Disclaimer - EXCEPT AS EXPRESSLY STATED IN SECTION 6.1, THE IMAGE(S) ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR MERCHANTABILITY.

6.3 Licensee's Acknowledgement - The Licensee acknowledges that it has reviewed the Image(s) and accepts them in their current form.

7. INDEMNIFICATION

7.1 Licensor Indemnity - Gigapixel Image Co shall indemnify, defend, and hold harmless the Licensee from any third-party claims alleging that the use of the Image(s) in accordance with the terms of these Terms infringes any intellectual property right, provided that the Licensee promptly notifies Gigapixel Image Co of such claim and cooperates fully in the defence thereof.

7.2 Licensee Indemnity - The Licensee shall indemnify, defend, and hold harmless Gigapixel Image Co from any third-party claims arising from the Licensee's use of the Image(s) outside the scope of the Licensed Use or in breach of these Terms.

8. CONFIDENTIALITY

The Parties acknowledge that they may disclose confidential information to each other in the course of performing their obligations under these Terms. Each Party shall maintain the confidentiality of any such information and shall not disclose it to third parties without the prior written consent of the disclosing Party, except where disclosure is required by law or court order.

9. LIMITATION OF LIABILITY

EXCEPT IN RESPECT OF INDEMNIFICATION OBLIGATIONS OR BREACHES OF INTELLECTUAL PROPERTY RIGHTS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF REVENUE, OR LOSS OF BUSINESS OPPORTUNITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10. TERMINATION

10.1 Termination for Cause - Gigapixel Image Co may terminate any agreement under these Terms immediately upon written notice if the Licensee materially breaches any term of these Terms and accompanying agreement and fails to cure such breach within thirty (30) days of receiving written notice specifying the breach.

10.2 Termination by Licensor - Gigapixel Image Co may terminate any agreement under these Terms at any time by providing ninety (90) days' written notice to the Licensee.

10.3 Effect of Termination - Upon termination:

(a) The Licensee shall cease using the Image(s) for any new or future purposes;

(b) The Licensee may continue to use the Image(s) within existing manufactured products already in circulation and in marketing materials for existing products for a period of twelve (12) months following termination, after which all use shall cease;

11. GENERAL PROVISIONS

11.1 Entire Agreement - These Terms, along with the licence agreement constitute the entire agreement between the Parties and supersedes all prior negotiations, representations, and agreements, whether written or oral.

11.2 Amendment - Gigapixel Image Co may amend, vary, or update these Terms from time to time by providing written notice to the Customer or by publishing the amended Terms on its website.

11.2.1 Unless stated otherwise, any amendment shall take effect 30 days after the date of such notice or publication.

11.2.2 Continued use of the Services after that date shall constitute acceptance of the amended Terms. If the Licensee does not agree to the amended Terms, the Licensee may terminate any licence agreement bound by these terms by providing written notice to Gigapixel Image Co before the amendment takes effect. In such event, any licence agreement bound by these terms shall terminate on the effective date of the amendment without further liability to either party, except for obligations accrued prior to termination.

11.3 Severability - If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

11.4 Governing Law and Jurisdiction - These Terms shall be governed by and construed in accordance with the laws of England and Wales, without regard to its conflict of laws principles. The Parties submit to the exclusive jurisdiction of the courts of England and Wales.

11.5 Counterparts - These Terms may be executed in one or more counterparts, each of which shall constitute an original and all of which together shall constitute one and the same instrument.

11.6 Notices - All notices, requests, and other communications under these Terms shall be in writing and shall be delivered by hand, email, or registered mail to the addresses set forth above. Notices shall be deemed received upon delivery or three (3) business days after posting if sent by registered mail.

11.7 Waiver - No waiver of any provision of these Terms shall be effective unless in writing and signed by the waiving Party. Failure to enforce any right or provision shall not constitute a waiver of such right or provision.

11.8 Assignment - Neither Party may assign its rights or obligations under these Terms without the prior written consent of the other Party, except that Gigapixel Image Co may assign its rights to a licensee, provided the licensee assumes all obligations hereunder.

12. DATA PROTECTION

Each Party shall comply with all applicable data protection legislation, including the Data Protection Act 2018 and the UK General Data Protection Regulation (UK GDPR), in relation to any personal data processed in connection with these Terms.

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