Supplier agreement

Between

  1. LocationFinder.ai Ltd, a company registered in England and Wales under Company Number; and
  2. [ ] , a company registered in England and Wales under Company Number [ ] and with registered office at [ ] . (the “Supplier”).

Whereas:

  1. LocationFinder.ai is the owner of the Website through which it provides the Service and allows Subscribers to search for, view and download Content.
  2. The Supplier is the owner of all Intellectual Property Rights in the Content, or where it is not the owner of the Content it has all necessary permissions, consents, waiver and / or licences from all relevant third party Intellectual Property Rights owners in order for it to be able to submit the Content to IDS and grant IDS the licence under this Agreement.
  3. The Supplier wishes to supply the Content to LocationFinder.ai for hosting on the Website and the Service so that it may be downloaded by Subscribers.
  4. LocationFinder.ai has agreed to accept the supply of the Supplier’s Content and the parties have set out the terms of that arrangement in this Agreement.

1. Definitions

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

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

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;

Disclosing Party has the meaning given in Clause 9.2;

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;

LocationFinder.ai means LocationFinder.ai or any Group Company of the same;

LocationFinder.ai Bank Account means: Barclays (Oxford City Branch), Account name Image Data Systems (UK) Ltd, Account 00532851 Sort Code: 20-65-18

Content means any digitised photograph (including any attached meta tags),cartoon, story, graphic, video, press release or other content supplied by the Supplier during the duration of this Agreement and which is accepted by LocationFinder.ai and hosted on the Service;

Initial Term has the meaning given in Clause 7.1;

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;

Recipient Party has the meaning given in Clause 9.2;

Renewal has the meaning given in Clause 7.2;

Service means the LocationFinder.ai service operated by LocationFinder.ai, being an aggregator or portal of Content from a variety of agencies and other third parties, to which the Supplier may, subject to the terms of this Agreement, upload Content and from which Subscribers may, subject to the terms of a Subscriber Agreement, select, download and use the Content;

Service Charge has the meaning given in Clause 2.1 (b);

Set-Up Fee has the meaning given in Clause 2.1 (a);

Subscriber means any third party who uses the Service, or to whom the Service is provided under the terms of a Subscriber Agreement;

Subscriber Agreement means an agreement between a Subscriber and LocationFinder.ai;

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 7.1;

Term Commencement Date has the meaning given in Clause 7.1; and

Website means LocationFinder.ai’s website with the domain www.LocationFinder.ai through which the Service is provided.

The headings are for convenience only and shall not affect its interpretation. References to a Clause, Schedule or Paragraph are to a clause, schedule or paragraph in this Agreement.

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

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).

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.

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.

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.

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.

Payment and information

In consideration of LocationFinder.ai providing the Service to the Supplier, the Supplier will pay to LocationFinder.ai:

a one-off fee of £[ ] exclusive of VAT ( where applicable ) (the “Set-Up Fee”); and

a monthly fee of £ [ ] exclusive of VAT ( where applicable ) during the initial term of this Agreement; and

a monthly fee to be agreed for subsequent terms should the Supplier choose to remain on the Service after the initial term. (the “Service Charge”).

The Set-Up Fee shall be payable by the Supplier to LocationFinder.ai in two instalments as outlined in Appendix 1.

  1. The Supplier acknowledges that the Service Charge has been calculated on the basis that the Supplier may upload up to 6,000 images per month. Any uploads in excess in a given month will be charged at the rate of 5p per image. Image uploads less than the agreed monthly amount cannot be carried over to subsequent month’s usage. The Supplier may increase the number of images it uploads per month by upgrade to a higher price band but must do so before the beginning of the given month and may not change to a lower price band before one year from the date of the upgrade.
  2. The Supplier may not, without the agreement of LocationFinder.ai upload more than 6,000 images within a 24 hour period. Where the Supplier exceeds this level, LocationFinder.ai will charge a processing fee of 75 pence per image in excess of 6,000 images.

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

Where the Supplier fails to pay the charges due under this Agreement, LocationFinder.ai reserves the right to suspend and / or terminate the Supplier’s account and access to the Service and Website. The Supplier acknowledges and agrees that in such circumstances LocationFinder.ai will be entitled to charge a reasonable re-connection fee where the Supplier requests re-instatement of the Service and / or access to the Website and such re-instatement or access is granted.

LocationFinder.ai is not liable for any costs, expenses, charges or liabilities incurred by the Supplier as a result of suspension and / or termination of the Supplier’s access to the Service and / or Website arising from the operation of Clause 2.5.

In addition to the right granted in Clause 2.3 above, the Service Charge may be increased by LocationFinder.ai on each Renewal of this Agreement, with 60 days advance written notice to the Supplier.

LocationFinder.ai obligations and rights

LocationFinder.ai may remove any Content supplied by the Supplier from the Website and / or deactivate the Supplier’s account at any time if the Content contain inaccurate or inappropriate content (which shall include material that offensively addresses someone’s age, race, sexual orientation, religious beliefs, national origin, or disability) or questionable activity in which circumstances the provisions of Clause 2.6 shall apply.

LocationFinder.ai will provide the Service in relation to the Content in accordance with the instructions of the Supplier as set out in Schedule 1 and will ensure that the Content is only supplied to the territories to which, and Subscribers to whom, the Supplier wishes them to be made available.

LocationFinder.ai will manage access to and the downloading of all Content on the basis of the information provided by the Supplier in accordance with Schedule 1 and Clause 4.4 below, and shall restrict access and downloading of Content by publications that the Supplier notifies to it in writing from time to time.

LocationFinder.ai may insert a digital tracking mechanism, such as an invisible watermark, into the Content to enable it to track the download and use of the Content.

Where the Supplier has specified in accordance with Clause 4.3 below that restrictions should be placed upon the availability of hi-resolution downloads of certain Content by Subscribers, LocationFinder.ai will ensure that such availability and pricing is only made possible in accordance with the terms of Schedule 1.

LocationFinder.ai has the right to advertise and promote the Service and may, with the Supplier’s prior written consent:

use the Supplier’s name in promotional and advertising materials; and / or

Offer promotional prices for downloads to new Subscribers

LocationFinder.ai reserves the right to forward any Content to the police and / or other regulatory authorities together with all details relating to the Supplier held by LocationFinder.ai, where properly requested by them to do so or to a third party where ordered to do so by a Court Order and the Supplier hereby consents to such disclosure.

LocationFinder.ai reserves the right to amend, improve or develop the Website and / or Service at any time without notice to the Supplier.

LocationFinder.ai may suspend the Supplier’s account and access to the Service and Website without notice if the Supplier breaches any term of this Agreement. LocationFinder.ai may restore the Supplier’s access once the relevant breach has been rectified to LocationFinder.ai’s satisfaction. On restoring access, LocationFinder.ai may charge the Supplier a reconnection fee in accordance with Clause 2.5.

Supplier obligations

The Supplier 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 LocationFinder.ai or its licensors and that nothing in this Agreement confers upon the Supplier any right, title or interest in the Intellectual Property Rights in the Website or the Service. Accordingly, the Supplier 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.

The Supplier agrees that they will submit the Content to the Service in accordance with LocationFinder.ai’s instructions as communicated in writing to it from time to time.

The Supplier acknowledges that all Content will be made available by LocationFinder.ai through the Service for hi-resolution download by Subscribers save where restrictions are specified by the Supplier and set out in Schedule 1.

The Supplier agrees to disclose fully to LocationFinder.ai all copyright, usage and other third party rights applicable to the Content, including without limitation territorial rights, sub-agency agreements and other prior rights.

The Supplier warrants to the best of its knowledge that the Content does not contain, and agrees not to post, transfer or knowingly introduce to the Website and Service, any:

material that is obscene, misleading, defamatory, blasphemous, racially prejudicial, illegal, or damaging to data, software or the performance of LocationFinder.ai’s or any other parties’ computer system (including without limitation, the Website); and / or

material that is in breach of any copyright or other Intellectual Property Right, or right of privacy of any third party; and / or
viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful.

The Supplier warrants that the Content is:

original work and have not been copied wholly or substantially from any other work or material and it is able to grant to LocationFinder.ai a licence pursuant to the terms of this Agreement; or

(where the Supplier is not the owner of the Intellectual Property Rights in the Content) it has gained all necessary permissions, consents, licences and / or waivers from all relevant third party Intellectual Property Rights owners in order for it to be able to submit the Content to LocationFinder.ai for display through the Service and to grant LocationFinder.ai a licence pursuant to the terms of this Agreement; and

true and an accurate representation of the scene they capture and do not contain or convey any false information.

The Supplier warrants that it has full power and authority to enter into this Agreement.

The Supplier 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.

The Supplier 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 Supplier shall be responsible for all use of the Service through its user name and / or password and acknowledges that LocationFinder.ai shall not be liable for any loss or damage caused to the Supplier or any third party as a result of the Supplier’s failure to keep these details confidential. LocationFinder.ai reserves the right to disable any user name and / or password, whether chosen by the Supplier or allocated by LocationFinder.ai, at any time, if in LocationFinder.ai’s opinion the Supplier has failed to comply with any of the provisions of the terms of this Agreement.

The Supplier agrees to notify LocationFinder.ai immediately if it suspects that any of its account details (including without limitation its user name and password) are no longer secret.

The Supplier shall not enter into any agreement with a third party for the provision of identical or similar services to the Service during the Term.

The Supplier shall not during the Term (whether directly or indirectly or whether in its own account or for the account of any other person, firm or company) approach or solicit any client of LocationFinder.ai with a view to persuading that client to cease using the Services or doing business with LocationFinder.ai or selling that client a service which competes with the Service.

Licence

The Supplier grants to LocationFinder.ai for the Initial Term and each subsequent Term a revocable, non-exclusive, royalty-free, worldwide licence to display, transmit, capture data from or about, make available for download and sub-licence Subscribers to use, the Content in accordance with the terms of this Agreement.

Liability

LocationFinder.ai 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. LocationFinder.ai shall have no liability to the Supplier 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.

LocationFinder.ai 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).

Neither party limits its liability for:

death or personal injury caused by its negligence;

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

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

Subject to Clause 6.3, the total aggregate liability of LocationFinder.ai arising from any breach of the obligations under this Agreement or of any act or omission, negligent act or statement by LocationFinder.ai or its employees will not exceed the aggregate amount of the preceding six (6) months’ charges excluding the Set-Up Fee.

Subject to Clause 6.3 and whether or not LocationFinder.ai has been advised of the possibility of such loss or damage LocationFinder.ai shall not be liable to the Supplier for:

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);

any type of special, consequential or indirect loss or damage;

howsoever caused (including due to negligence, breach of contract, delayed delivery and / or misrepresentation).

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. Therefore, to the fullest extent permitted by law, no additional warranty, condition, undertaking or term, express or implied, statutory or otherwise, as to the condition, performance, satisfactory quality or fitness for purpose of the Service is given by the parties and all such warranties, conditions, undertakings and terms are excluded.

LocationFinder.ai shall not be liable for any content provided by the Supplier and / or any third parties.

The Supplier acknowledges that LocationFinder.ai shall not be liable to the Supplier for any loss of or damage to the Content caused by a third party.

The Supplier acknowledges that LocationFinder.ai shall not be liable to the Supplier or any third party owner of Intellectual Property Rights for any costs, charges, expenses or liabilities arising out of the Supplier’s use of the Service.

LocationFinder.ai does not warrant that the Website and Service are compatible with the Supplier’s computer equipment or that the Website and Service are free from errors or viruses. LocationFinder.ai will not be liable for any damage that the Supplier may suffer as a result of such destructive features.

LocationFinder.ai will not be responsible for the reliability or continued availability of telephone lines and equipment that the Supplier uses to access the Website and Service.

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

LocationFinder.ai has no obligation to conduct any verification or check of the character, standing or financial position of any Subscriber and in the event of any alleged breach by a Subscriber, LocationFinder.ai’ sole obligation shall be to supply the Supplier with the information on its database relating to that Subscriber and provide testimony in any action which may be brought by the Supplier against that Subscriber.

Term and termination

The initial term of this Agreement shall be twelve (12) months from the date of this Agreement (the “Initial Term”).

After the Initial Term, this Agreement will automatically renew on a quarterly basis unless terminated by either party through the provision of three (3) month’s notice in writing.

During the Term, and each subsequent Term, this Agreement may be terminated immediately by either party giving notice to the other if:

the other commits a material breach of a material term of this Agreement and such material breach is not remedied (if remediable) within seven (7) calendar days of receipt of notice requiring remedy. For the avoidance of doubt, a material breach of a material term shall include any breach of Clauses 4.5 to 4.9 inclusive and 3.2 to 3.5 inclusive;

the other persistently (and not less than three (3) times) breaches 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;

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; or

no Content supplied by the Supplier are downloaded by any Subscribers in any consecutive three (3) month period.

Upon termination of this Agreement for any reason LocationFinder.ai shall:

remove from the Service and the Website the Supplier’s Content; and

cease to allow downloads of the Supplier’s Content from the date of termination,

however, for the avoidance of doubt, LocationFinder.ai shall not be under an obligation to return to the Supplier any Content or data, of whatever kind, relating to the Supplier’s Content;

the Supplier grants LocationFinder.ai a non-exclusive, royalty free licence to retain one copy of the Content for backup purposes only;

the Supplier’s right to use the Service and the Website shall cease immediately;

the Supplier shall remain liable for the payment of any Charges outstanding at the date of termination; and

the Supplier shall delete or return to LocationFinder.ai all LocationFinder.ai Confidential Information in its possession or control, or at LocationFinder.ai’ written request, destroy the same.

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 10.1 shall continue to apply to rights, liabilities and remedies of the parties arising under this Agreement prior to termination.

Indemnity

The Supplier will indemnify LocationFinder.ai against all and any loss, damages, expenses, charges or costs (including reasonable legal fees) sustained by LocationFinder.ai arising out of:

the Supplier’s use of the Website and / or Service;

any breach by the Supplier of any of its warranties under this Agreement. At the request of LocationFinder.ai and at the Supplier’s own expense, it shall provide all reasonable assistance to enable LocationFinder.ai to resist any claim, action or proceedings brought against LocationFinder.ai as a consequence of that breach.

The total aggregate liability of the Supplier arising from any breach of the obligations under this Agreement or of any act or omission, negligent act or statement by the Supplier or its employees will not exceed the aggregate amount of the preceding six (6) months’ charges excluding the Set-Up Fee.

Confidentiality

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.

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

as necessary for the performance of this Agreement;

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

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.

LocationFinder.ai and the Supplier 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.

The provisions of this Clause 9 will not apply to Confidential Information to the extent that:

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

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;

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

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

Both parties shall be entitled to announce the existence of this Agreement.

This Clause shall continue in full force and effect notwithstanding termination of this Agreement for whatever reason for a period of 2 years after any such termination.

Governing law and amendment

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

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

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

if the disagreement or dispute remains unresolved for a period of fourteen (14) 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 10.1 above, to refer the matter to the courts. Nothing in this Clause 10.2 shall restrict a party’s ability to seek interim injunctive relief to prevent irreparable damage.

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

This Agreement 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.

Neither party will be liable to the other for any failures interruptions, delays or other matters of a similar nature arising out of circumstances beyond its control.

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:

by hand, at the time of delivery;

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

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.

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.

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.

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.

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.

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.

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.

Signed & Dated for Image Data Systems (UK) Ltd

………………………………………………… Date ………………………………

(MATTHEW CARSE)

Signed & Dated for [ ]

………………………………………………… Date ………………………………

( )

Appendix 1: The Setup Fee

Setup fee for ingestion of 750,000 low res images – £2,000

£1,000 payable upfront

Balance payable once The Supplier has received 50 high res downloads from the Service

Integration with API for high res downloads and reporting back to The Supplier’s system – £1,000 payable upfront

Between

  1. LocationFinder.ai Ltd, a company registered in England and Wales under Company Number; and
  2. [ ] , a company registered in England and Wales under Company Number [ ] and with registered office at [ ] . (the “Supplier”).

Whereas:

  1. LocationFinder.ai is the owner of the Website through which it provides the Service and allows Subscribers to search for, view and download Content.
  2. The Supplier is the owner of all Intellectual Property Rights in the Content, or where it is not the owner of the Content it has all necessary permissions, consents, waiver and / or licences from all relevant third party Intellectual Property Rights owners in order for it to be able to submit the Content to IDS and grant IDS the licence under this Agreement.
  3. The Supplier wishes to supply the Content to LocationFinder.ai for hosting on the Website and the Service so that it may be downloaded by Subscribers.
  4. LocationFinder.ai has agreed to accept the supply of the Supplier’s Content and the parties have set out the terms of that arrangement in this Agreement.

1. Definitions

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

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

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;

Disclosing Party has the meaning given in Clause 9.2;

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;

LocationFinder.ai means LocationFinder.ai or any Group Company of the same;

LocationFinder.ai Bank Account means: Barclays (Oxford City Branch), Account name Image Data Systems (UK) Ltd, Account 00532851 Sort Code: 20-65-18

Content means any digitised photograph (including any attached meta tags),cartoon, story, graphic, video, press release or other content supplied by the Supplier during the duration of this Agreement and which is accepted by LocationFinder.ai and hosted on the Service;

Initial Term has the meaning given in Clause 7.1;

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;

Recipient Party has the meaning given in Clause 9.2;

Renewal has the meaning given in Clause 7.2;

Service means the LocationFinder.ai service operated by LocationFinder.ai, being an aggregator or portal of Content from a variety of agencies and other third parties, to which the Supplier may, subject to the terms of this Agreement, upload Content and from which Subscribers may, subject to the terms of a Subscriber Agreement, select, download and use the Content;

Service Charge has the meaning given in Clause 2.1 (b);

Set-Up Fee has the meaning given in Clause 2.1 (a);

Subscriber means any third party who uses the Service, or to whom the Service is provided under the terms of a Subscriber Agreement;

Subscriber Agreement means an agreement between a Subscriber and LocationFinder.ai;

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 7.1;

Term Commencement Date has the meaning given in Clause 7.1; and

Website means LocationFinder.ai’s website with the domain www.LocationFinder.ai through which the Service is provided.

The headings are for convenience only and shall not affect its interpretation. References to a Clause, Schedule or Paragraph are to a clause, schedule or paragraph in this Agreement.

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

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).

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.

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.

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.

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.

Payment and information

In consideration of LocationFinder.ai providing the Service to the Supplier, the Supplier will pay to LocationFinder.ai:

a one-off fee of £[ ] exclusive of VAT ( where applicable ) (the “Set-Up Fee”); and

a monthly fee of £ [ ] exclusive of VAT ( where applicable ) during the initial term of this Agreement; and

a monthly fee to be agreed for subsequent terms should the Supplier choose to remain on the Service after the initial term. (the “Service Charge”).

The Set-Up Fee shall be payable by the Supplier to LocationFinder.ai in two instalments as outlined in Appendix 1.

  1. The Supplier acknowledges that the Service Charge has been calculated on the basis that the Supplier may upload up to 6,000 images per month. Any uploads in excess in a given month will be charged at the rate of 5p per image. Image uploads less than the agreed monthly amount cannot be carried over to subsequent month’s usage. The Supplier may increase the number of images it uploads per month by upgrade to a higher price band but must do so before the beginning of the given month and may not change to a lower price band before one year from the date of the upgrade.
  2. The Supplier may not, without the agreement of LocationFinder.ai upload more than 6,000 images within a 24 hour period. Where the Supplier exceeds this level, LocationFinder.ai will charge a processing fee of 75 pence per image in excess of 6,000 images.

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

Where the Supplier fails to pay the charges due under this Agreement, LocationFinder.ai reserves the right to suspend and / or terminate the Supplier’s account and access to the Service and Website. The Supplier acknowledges and agrees that in such circumstances LocationFinder.ai will be entitled to charge a reasonable re-connection fee where the Supplier requests re-instatement of the Service and / or access to the Website and such re-instatement or access is granted.

LocationFinder.ai is not liable for any costs, expenses, charges or liabilities incurred by the Supplier as a result of suspension and / or termination of the Supplier’s access to the Service and / or Website arising from the operation of Clause 2.5.

In addition to the right granted in Clause 2.3 above, the Service Charge may be increased by LocationFinder.ai on each Renewal of this Agreement, with 60 days advance written notice to the Supplier.

LocationFinder.ai obligations and rights

LocationFinder.ai may remove any Content supplied by the Supplier from the Website and / or deactivate the Supplier’s account at any time if the Content contain inaccurate or inappropriate content (which shall include material that offensively addresses someone’s age, race, sexual orientation, religious beliefs, national origin, or disability) or questionable activity in which circumstances the provisions of Clause 2.6 shall apply.

LocationFinder.ai will provide the Service in relation to the Content in accordance with the instructions of the Supplier as set out in Schedule 1 and will ensure that the Content is only supplied to the territories to which, and Subscribers to whom, the Supplier wishes them to be made available.

LocationFinder.ai will manage access to and the downloading of all Content on the basis of the information provided by the Supplier in accordance with Schedule 1 and Clause 4.4 below, and shall restrict access and downloading of Content by publications that the Supplier notifies to it in writing from time to time.

LocationFinder.ai may insert a digital tracking mechanism, such as an invisible watermark, into the Content to enable it to track the download and use of the Content.

Where the Supplier has specified in accordance with Clause 4.3 below that restrictions should be placed upon the availability of hi-resolution downloads of certain Content by Subscribers, LocationFinder.ai will ensure that such availability and pricing is only made possible in accordance with the terms of Schedule 1.

LocationFinder.ai has the right to advertise and promote the Service and may, with the Supplier’s prior written consent:

use the Supplier’s name in promotional and advertising materials; and / or

Offer promotional prices for downloads to new Subscribers

LocationFinder.ai reserves the right to forward any Content to the police and / or other regulatory authorities together with all details relating to the Supplier held by LocationFinder.ai, where properly requested by them to do so or to a third party where ordered to do so by a Court Order and the Supplier hereby consents to such disclosure.

LocationFinder.ai reserves the right to amend, improve or develop the Website and / or Service at any time without notice to the Supplier.

LocationFinder.ai may suspend the Supplier’s account and access to the Service and Website without notice if the Supplier breaches any term of this Agreement. LocationFinder.ai may restore the Supplier’s access once the relevant breach has been rectified to LocationFinder.ai’s satisfaction. On restoring access, LocationFinder.ai may charge the Supplier a reconnection fee in accordance with Clause 2.5.

Supplier obligations

The Supplier 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 LocationFinder.ai or its licensors and that nothing in this Agreement confers upon the Supplier any right, title or interest in the Intellectual Property Rights in the Website or the Service. Accordingly, the Supplier 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.

The Supplier agrees that they will submit the Content to the Service in accordance with LocationFinder.ai’s instructions as communicated in writing to it from time to time.

The Supplier acknowledges that all Content will be made available by LocationFinder.ai through the Service for hi-resolution download by Subscribers save where restrictions are specified by the Supplier and set out in Schedule 1.

The Supplier agrees to disclose fully to LocationFinder.ai all copyright, usage and other third party rights applicable to the Content, including without limitation territorial rights, sub-agency agreements and other prior rights.

The Supplier warrants to the best of its knowledge that the Content does not contain, and agrees not to post, transfer or knowingly introduce to the Website and Service, any:

material that is obscene, misleading, defamatory, blasphemous, racially prejudicial, illegal, or damaging to data, software or the performance of LocationFinder.ai’s or any other parties’ computer system (including without limitation, the Website); and / or

material that is in breach of any copyright or other Intellectual Property Right, or right of privacy of any third party; and / or
viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful.

The Supplier warrants that the Content is:

original work and have not been copied wholly or substantially from any other work or material and it is able to grant to LocationFinder.ai a licence pursuant to the terms of this Agreement; or

(where the Supplier is not the owner of the Intellectual Property Rights in the Content) it has gained all necessary permissions, consents, licences and / or waivers from all relevant third party Intellectual Property Rights owners in order for it to be able to submit the Content to LocationFinder.ai for display through the Service and to grant LocationFinder.ai a licence pursuant to the terms of this Agreement; and

true and an accurate representation of the scene they capture and do not contain or convey any false information.

The Supplier warrants that it has full power and authority to enter into this Agreement.

The Supplier 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.

The Supplier 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 Supplier shall be responsible for all use of the Service through its user name and / or password and acknowledges that LocationFinder.ai shall not be liable for any loss or damage caused to the Supplier or any third party as a result of the Supplier’s failure to keep these details confidential. LocationFinder.ai reserves the right to disable any user name and / or password, whether chosen by the Supplier or allocated by LocationFinder.ai, at any time, if in LocationFinder.ai’s opinion the Supplier has failed to comply with any of the provisions of the terms of this Agreement.

The Supplier agrees to notify LocationFinder.ai immediately if it suspects that any of its account details (including without limitation its user name and password) are no longer secret.

The Supplier shall not enter into any agreement with a third party for the provision of identical or similar services to the Service during the Term.

The Supplier shall not during the Term (whether directly or indirectly or whether in its own account or for the account of any other person, firm or company) approach or solicit any client of LocationFinder.ai with a view to persuading that client to cease using the Services or doing business with LocationFinder.ai or selling that client a service which competes with the Service.

Licence

The Supplier grants to LocationFinder.ai for the Initial Term and each subsequent Term a revocable, non-exclusive, royalty-free, worldwide licence to display, transmit, capture data from or about, make available for download and sub-licence Subscribers to use, the Content in accordance with the terms of this Agreement.

Liability

LocationFinder.ai 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. LocationFinder.ai shall have no liability to the Supplier 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.

LocationFinder.ai 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).

Neither party limits its liability for:

death or personal injury caused by its negligence;

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

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

Subject to Clause 6.3, the total aggregate liability of LocationFinder.ai arising from any breach of the obligations under this Agreement or of any act or omission, negligent act or statement by LocationFinder.ai or its employees will not exceed the aggregate amount of the preceding six (6) months’ charges excluding the Set-Up Fee.

Subject to Clause 6.3 and whether or not LocationFinder.ai has been advised of the possibility of such loss or damage LocationFinder.ai shall not be liable to the Supplier for:

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);

any type of special, consequential or indirect loss or damage;

howsoever caused (including due to negligence, breach of contract, delayed delivery and / or misrepresentation).

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. Therefore, to the fullest extent permitted by law, no additional warranty, condition, undertaking or term, express or implied, statutory or otherwise, as to the condition, performance, satisfactory quality or fitness for purpose of the Service is given by the parties and all such warranties, conditions, undertakings and terms are excluded.

LocationFinder.ai shall not be liable for any content provided by the Supplier and / or any third parties.

The Supplier acknowledges that LocationFinder.ai shall not be liable to the Supplier for any loss of or damage to the Content caused by a third party.

The Supplier acknowledges that LocationFinder.ai shall not be liable to the Supplier or any third party owner of Intellectual Property Rights for any costs, charges, expenses or liabilities arising out of the Supplier’s use of the Service.

LocationFinder.ai does not warrant that the Website and Service are compatible with the Supplier’s computer equipment or that the Website and Service are free from errors or viruses. LocationFinder.ai will not be liable for any damage that the Supplier may suffer as a result of such destructive features.

LocationFinder.ai will not be responsible for the reliability or continued availability of telephone lines and equipment that the Supplier uses to access the Website and Service.

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

LocationFinder.ai has no obligation to conduct any verification or check of the character, standing or financial position of any Subscriber and in the event of any alleged breach by a Subscriber, LocationFinder.ai’ sole obligation shall be to supply the Supplier with the information on its database relating to that Subscriber and provide testimony in any action which may be brought by the Supplier against that Subscriber.

Term and termination

The initial term of this Agreement shall be twelve (12) months from the date of this Agreement (the “Initial Term”).

After the Initial Term, this Agreement will automatically renew on a quarterly basis unless terminated by either party through the provision of three (3) month’s notice in writing.

During the Term, and each subsequent Term, this Agreement may be terminated immediately by either party giving notice to the other if:

the other commits a material breach of a material term of this Agreement and such material breach is not remedied (if remediable) within seven (7) calendar days of receipt of notice requiring remedy. For the avoidance of doubt, a material breach of a material term shall include any breach of Clauses 4.5 to 4.9 inclusive and 3.2 to 3.5 inclusive;

the other persistently (and not less than three (3) times) breaches 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;

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; or

no Content supplied by the Supplier are downloaded by any Subscribers in any consecutive three (3) month period.

Upon termination of this Agreement for any reason LocationFinder.ai shall:

remove from the Service and the Website the Supplier’s Content; and

cease to allow downloads of the Supplier’s Content from the date of termination,

however, for the avoidance of doubt, LocationFinder.ai shall not be under an obligation to return to the Supplier any Content or data, of whatever kind, relating to the Supplier’s Content;

the Supplier grants LocationFinder.ai a non-exclusive, royalty free licence to retain one copy of the Content for backup purposes only;

the Supplier’s right to use the Service and the Website shall cease immediately;

the Supplier shall remain liable for the payment of any Charges outstanding at the date of termination; and

the Supplier shall delete or return to LocationFinder.ai all LocationFinder.ai Confidential Information in its possession or control, or at LocationFinder.ai’ written request, destroy the same.

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 10.1 shall continue to apply to rights, liabilities and remedies of the parties arising under this Agreement prior to termination.

Indemnity

The Supplier will indemnify LocationFinder.ai against all and any loss, damages, expenses, charges or costs (including reasonable legal fees) sustained by LocationFinder.ai arising out of:

the Supplier’s use of the Website and / or Service;

any breach by the Supplier of any of its warranties under this Agreement. At the request of LocationFinder.ai and at the Supplier’s own expense, it shall provide all reasonable assistance to enable LocationFinder.ai to resist any claim, action or proceedings brought against LocationFinder.ai as a consequence of that breach.

The total aggregate liability of the Supplier arising from any breach of the obligations under this Agreement or of any act or omission, negligent act or statement by the Supplier or its employees will not exceed the aggregate amount of the preceding six (6) months’ charges excluding the Set-Up Fee.

Confidentiality

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.

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

as necessary for the performance of this Agreement;

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

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.

LocationFinder.ai and the Supplier 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.

The provisions of this Clause 9 will not apply to Confidential Information to the extent that:

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

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;

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

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

Both parties shall be entitled to announce the existence of this Agreement.

This Clause shall continue in full force and effect notwithstanding termination of this Agreement for whatever reason for a period of 2 years after any such termination.

Governing law and amendment

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

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

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

if the disagreement or dispute remains unresolved for a period of fourteen (14) 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 10.1 above, to refer the matter to the courts. Nothing in this Clause 10.2 shall restrict a party’s ability to seek interim injunctive relief to prevent irreparable damage.

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

This Agreement 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.

Neither party will be liable to the other for any failures interruptions, delays or other matters of a similar nature arising out of circumstances beyond its control.

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:

by hand, at the time of delivery;

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

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.

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.

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.

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.

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.

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.

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.

Signed & Dated for Image Data Systems (UK) Ltd

………………………………………………… Date ………………………………

(MATTHEW CARSE)

Signed & Dated for [ ]

………………………………………………… Date ………………………………

( )

Appendix 1: The Setup Fee

Setup fee for ingestion of 750,000 low res images – £2,000

£1,000 payable upfront

Balance payable once The Supplier has received 50 high res downloads from the Service

Integration with API for high res downloads and reporting back to The Supplier’s system – £1,000 payable upfront