Legal


PLEASE READ THIS CAREFULLY. THE FOLLOWING TERMS AND CONDITIONS CONSTITUTE A BINDING AGREEMENT BETWEEN YOU AND FACTORY311 LTD (“FACTORY311”). 
By using the FACTORY311™ web site (“Site”) and/or downloading any content or activating your account on the Registration and Log In pages), you agree to be bound by and comply with this Site Usage Agreement (“Agreement”). If you do not wish to be bound by this Agreement, do not use this Site.

THIS AGREEMENT CONTAINS IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS, INCLUDING VARIOUS LIMITATIONS OF LIABILITY AND EXCLUSIONS, YOUR INDEMNIFICATION OBLIGATION AND A DISPUTE RESOLUTION CLAUSE THAT GOVERNS HOW DISPUTES WILL BE RESOLVED.

This Agreement applies to you, and if you are using this Site on your employer’s behalf, to you and your employer. FACTORY311 reserves the right to change this Agreement from time to time at its sole discretion, and your use of the Site will be subject to the most current version posted on the Site at the time of your use. If you are acting within the scope of your employment as an employee, contractor, or agent of another party, you warrant that such party has full knowledge of your actions and has consented thereto.

This Agreement is in addition to your obligations under the applicable FACTORY311 IMAGE LICENSING PRIVACY POLICY. If you are unsure of your rights or obligations under this Agreement, please contact IMAGE LICENSING by e-mail at il@factory311.com.

PERMITTED USAGE OF THIS SITE
This Site is owned and operated by FACTORY311. All images, audio, video and related informational materials in any medium furnished by FACTORY311 hereunder, including related text, captions, or information (collectively referred to as “Content”), is owned by FACTORY311 or our licensors and is protected by UK and international copyright laws, trade dress, moral rights, and other intellectual property rights. Except as explicitly permitted under this Agreement or the applicable FACTORY311 Content License Agreement (if any), no portion or element of this Site or its Content may be copied or retransmitted via any means and all related rights shall remain the exclusive property of FACTORY311.

FOR THE PROTECTION OF FACTORY311 AND ITS IMAGE SOURCES AND OTHER LICENSORS, CONTENT MAY BE VISIBLY, INVISIBLY, OR ELECTRONICALLY WATERMARKED.
Your use of this Site and any Content shall comply with all applicable law. FACTORY311 reserves the right, in its sole discretion, to revoke your authorisation to view, download and use the Content and information available on the Site at any time and for any reason, with or without notice to you of such revocation, and you agree to immediately discontinue such use upon notice from FACTORY311. FACTORY311 may also restrict or remove Content from the Site for any reason, and you agree to immediately discontinue all use of the Content upon notification from FACTORY311. Additionally, you are responsible for backing up your data and any Content you have licensed from the Site, and FACTORY311 provides no warranty or guarantee that Content you have licensed will be available from the Site.

Unauthorised use of Content constitutes infringement of copyright and other applicable rights and shall entitle FACTOY311 to exercise all rights and remedies under applicable copyright and other laws, including monetary damages against all users and beneficiaries of the use of such Content. FACTORY311 in its sole discretion reserves the right to bill You (and You hereby agree to pay) ten (10) times the license fee for any unauthorised use, in addition to any other fees, damages and penalties FACTORY311 may be entitled to under this Agreement, any applicable FACTORY311 Content License Agreement and applicable law. The foregoing is not a limiting statement of FACTORY311’ or its Content sources’ rights or remedies in connection with any unauthorised use of the Content, breach of the Agreement, or FACTORY311 Content License Agreement.

Despite our efforts to provide accurate information, this Site may contain technical or other mistakes, inaccuracies or typographical errors. Additionally, this Site and its Content may include historically and culturally important images and text that may contain subjects that reflect the social attitudes and circumstances of a particular time or location. You should be aware that your search may display results containing content that may seem inappropriate to its context, or text that could be potentially offensive. You are solely responsible for determining whether your use of any Content requires the consent of any third party or the license of any additional rights, and you should not rely solely on the information provided by FACTORY311. If you are unsure whether additional third-party rights are needed for your use, you are responsible for consulting with competent rights management professionals or legal counsel.

CHILDREN
Minors and children (persons under the age of 18) are not eligible to use this Site unsupervised and we ask that minors and children do not register for an account or submit any personal information to us. By using this Site unsupervised, and/or registering for an account, you warrant that you are 18 years of age or older.

INDEMNIFICATION
You agree to indemnify and hold harmless FACTORY311 and its Content sources, officers, directors, employees, contractors, subsidiaries, joint ventures, licensors and licensees against all claims (including, without limitation, claims by third parties), liability, damages (including punitive damages), judgments, settlements, costs and expenses, including reasonable legal fees and expenses, arising out of or related to (i) Your breach of any terms, conditions or restrictions of this Agreement, (ii) Your use or modification of any Content, or combination of any Content, with any text or other content, (iii) Your failure to obtain from third parties all permissions necessary to use the Content,; and (iv) any act or failure to act by you or any of your employees, contractors, employers, agents, clients, principals, or users and (v) any claims arising out of Content you supply via the Community Pages.

DISCLAIMERS AND LIMITATION OF LIABILITY
FACTORY311 PROVIDES YOU WITH THE SITE AND CONTENT ON AN "AS IS" AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND. YOU UNDERSTAND AND AGREE THAT THE USE OF THE CONTENT IS AT YOUR SOLE RISK.

FACTORY311 MAKES NO REPRESENTATIONS WITH RESPECT TO ANY CONTENT, INCLUDING PRODUCTS, SERVICES AND SOFTWARE AND, TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, GUARANTEES AND CONDITIONS OF ANY KIND, EXPRESS AND IMPLIED, REGARDING THE CONTENT (INCLUDING PRODUCTS, SERVICES AND SOFTWARE), INCLUDING WITHOUT LIMITATION, ALL REPRESENTATIONS, WARRANTIES, GUARANTEES OR CONDITIONS REGARDING ACCURACY, TIMELINESS, COMPLETENESS, CURRENTNESS, AVAILABILITY, EFFECTIVENESS, NON-INFRINGEMENT, SECURITY, PRIVACY, TITLE, USEFULNESS, SUITABILITY, QUALITY, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. FURTHER, FACTORY311 MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE THAT THE CONTENT (INCLUDING PRODUCTS, SERVICES AND SOFTWARE) WILL BE SATISFACTORY TO YOUR NEEDS, MEET YOUR EXPECTATIONS, OR BE UNINTERRUPTED, TIMELY, ACCURATE, SECURE OR FREE FROM ERRORS.

EXCEPT FOR ANY LIABILITY WHICH CANNOT BY LAW BE EXCLUDED OR LIMITED, NEITHER FACTORY311 NOR ANY FACTORY311 SUBSIDIARY, SUCCESSOR, PREDECESSOR, PARENT, JOINT VENTURE, AFFILIATE, OFFICER, DIRECTOR, EMPLOYEE, CONTRACTOR, CONTENT SOURCE, LICENSOR OR LICENSEE SHALL BE LIABLE TO YOU OR ANY OTHER THIRD PARTY CLAIMING THROUGH YOU FOR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, STATUTORY OR CONSEQUENTIAL DAMAGES ARISING OUT OF, OR RELATING TO, THIS AGREEMENT, CONTENT OR THIS SITE, AND YOUR RIGHTS UNDER ANY PROVISION OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, YOUR USE OR INABILITY TO USE THE CONTENT OR THIS SITE, WHETHER FRAMED AS A BREACH OF WARRANTY OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE, IN TORT, CONTRACT, FAILURE OF ESSENTIAL PURPOSE, OR OTHERWISE.

FACTORY311, ITS AFFILIATES, AGENTS, LICENSORS, SUPPLIERS, OR THEIR RESPECTIVE DIRECTORS OR EMPLOYEES, SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR DAMAGE OR LOSS OF ANY KIND ARISING OUT OF OR RELATING TO THE USE OF, OR THE INABILITY TO USE, THE SITE OR ANY CONTENT (INCLUDING PRODUCTS, SERVICES AND SOFTWARE) PROVIDED THEREIN, OR ARISING OUT OF OR RELATING TO THE USE OF ANY SITE LINKED HERETO AND/OR EVENTS BEYOND THE REASONABLE CONTROL OF FACTORY311, INCLUDING VIRUSES, FAILED OR UNDELIVERED MESSAGES, THE CORRUPTION OF DATA, TRANSMISSION ERRORS, INTERNET SERVICE PROVIDERS, LINKS TO AND THIRD PARTY SITES AND THIRD PARTY CONTENT, INCLUDING, BUT NOT LIMITED TO, ANY LOST PROFITS, LOST OPPORTUNITIES, SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, AGGRAVATED, ECONOMIC OR CONSEQUENTIAL DAMAGE, EVEN IF FACTORY311 IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS OR OF A CLAIM BY ANOTHER PARTY.

ALTHOUGH FACTORY311 TAKES PRECAUTIONS TO PROTECT PERSONAL AND CONFIDENTIAL INFORMATION, THERE IS NO GUARANTEE, AND FACTORY311 MAKES NO REPRESENTATION OR WARRANTY, THAT PERSONAL AND CONFIDENTIAL INFORMATION TRANSMITTED TO OR FROM OR STORED ON THE SITE, OR TRANSMITTED OVER THE INTERNET GENERALLY, WILL BE MAINTAINED CONFIDENTIAL AND SECURE. FACTORY311 ASSUMES NO LIABILITY OR RESPONSIBILITY PERTAINING TO THE RECEIPT, STORAGE, TRANSMISSION OR OTHER USE OF PERSONAL OR CONFIDENTIAL INFORMATION PROVIDED BY YOU TO FACTORY311, UNLESS OTHERWISE PROVIDED IN A WRITTEN AGREEMENT BETWEEN YOU AND FACTORY311.

THIRD PARTY LINKS
As a convenience, our Site may link to other sites that may be of interest to you but are not under FACTORY311’ control. These links do not imply endorsement by FACTORY311 and we are not responsible for the availability of or the content contained in any linked site.

NOTIFICATION OF COPYRIGHT INFRINGEMENT
FACTORY311 may terminate the accounts of users who infringe the intellectual property rights of others. If you believe that your work has been used or copied in a way that constitutes copyright infringement and such infringement is occurring on the Site, send FACTORY311’ IMAGE LICENSING MANAGER: (i) a physical or electronic signature of the copyright owner or person authorised to act on behalf of the copyright owner; (ii) a description of the copyrighted work or works that you claim have been infringed and identification of what material in such work(s) is claimed to be infringing; (iii) a description of where the material that you claim is infringing is located on the Site; (iv) information sufficient to permit FACTORY311 to contact you, such as your physical address, phone number, and email address; (v) a statement that you have a good faith belief that the use of the material you identified is not authorised by the copyright owner, its agent, or the law; and (vi) a statement by you that the information in your notice is accurate and, under penalty of perjury, that you are the copyright owner or authorised to act on the copyright owner’s behalf.

FACTORY311’ IMAGE LICENSING MANAGER for notice of claims of copyright infringement can be reached as follows:

Head Office

FACTORY311
29 - 31 Wadeson Street
London E2 9DR
By phone: 0208 980 7541
Email: il@factory311.com

CHOICE OF LAW AND JURISDICTION
Any dispute regarding this Agreement shall be governed by the laws of the United Kingdom. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly disclaimed. The parties hereto confirm that it is their wish that this Agreement, as well as any other documents relating hereto, including notices, has been and shall be written in the English language. (This copy in the [insert language] language is for courtesy and the English version of this contract will prevail over this courtesy translations). In any dispute between FACTORY311 and you, FACTORY311 shall be entitled to recover its reasonable attorneys’ fees, legal expert fees, and other legal expenses from you.

MISCELLANEOUS
This Agreement shall not be modified except by a written agreement signed by duly authorised representatives of FACTORY311, provided that no purchase order or similar document issued by you shall modify this Agreement, even if signed by FACTORY311. If any provision of this Agreement is found invalid or unenforceable, the remainder of this Agreement shall remain valid and enforceable according to its terms. The parties intend that the provisions of this Agreement be enforced to the fullest extent permitted by applicable law. Accordingly, the parties agree that if any provisions are deemed not enforceable, they shall be deemed modified to the extent necessary to make them enforceable and in such manner as comes closest to the intentions of the parties to this Agreement as is possible. This Agreement will inure to the benefit of and be binding upon the parties, their successors and assigns, except that you may not assign or transfer this Agreement without FACTORY311’ prior written consent.

USER ACKNOWLEDGEMENTS
You acknowledge and agree that inherent in the procurement, compiling, collecting, interpreting, reporting, communicating, delivering and inputting digitally of the Content, there will be a degree of error which cannot be avoided even with standards of quality control which exceed industry standards. You further acknowledge that Third Party Content and User Content are provided by third parties and that FACTORY311 cannot control such Content.

The following constitute violations of this Agreement and may result in immediate termination or suspension of your account:

• any use of the Site or any Content for illegal purposes, or in support of illegal activities. FACTORY311 reserves the right to cooperate with legal authorities and/or injured third parties in the investigation of any suspected crime or civil wrongdoing;
• harming, or attempt to harm, minors in any way, including, but not limited to child pornography;
• transmitting any material (by e-mail, uploading, posting or otherwise) that threatens or encourages bodily harm or destruction of property, or that harasses another;
• making fraudulent offers to sell or buy products, items, or services (including Content), or to advance any type of financial scam such as "pyramid schemes," "ponzi schemes," and "chain letters";
• adding, removing or modifying identifying network header information in an effort to deceive or mislead, or attempting to impersonate any person by using forged headers or other identifying information;
• transmitting any unsolicited commercial or unsolicited bulk e-mail, or malicious intent to impede another person's use of electronic mail services or news, or forging any message header, in part or whole, of any electronic transmission, originating or passing through the FACTORY311 service;
• accessing, or to attempt to access, the accounts of others, or to penetrate, or attempt to penetrate, security measures of FACTORY311’ or another entity's computer software or hardware, electronic communications system, or telecommunications system, whether or not the intrusion results in the corruption or loss of data;
• transmitting any material (by e-mail, uploading, posting or otherwise) that infringes any copyright, trademark, patent, trade secret or other proprietary rights of any third party, including, but not limited to, the unauthorised copying of copyrighted material, the digitisation and distribution of photographs from magazines, books, or other copyrighted sources, and the unauthorised transmittal of copyrighted software;
• collecting, or attempt to collect, personal information about third parties without their knowledge or consent in violation of any applicable statute or ordinance;
• any activity that affects the ability of other people or systems to use FACTORY311 Services or the Internet. This includes "denial of service" (DOS) attacks against another network host or individual user. Interference with or disruption of other network users, services or equipment is prohibited;
• any knowing misrepresentation or misleading statement, writing or activity made with the intent that the person receiving it will act upon it;
• intentional distributions of software that attempts to and/or causes damage, harassment, or annoyance to persons, data, and/or computer systems, or use of software or any device that would facilitate a continued connection, i.e. pinging, while using FACTORY311 services;
• reselling or giving away free access to FACTORY311 services or resources.

RESTRICTED ACCESS
You agree that you will not attempt to enter restricted areas of FACTORY311’ computer system or perform functions that you are not authorised to perform pursuant to this Agreement. FACTORY311 may, without notice, temporarily or permanently suspend your access to the Site and the Content by deactivating your account or password if FACTORY311 reasonably suspects that you are using the account or password to obtain unauthorised access to FACTORY311’ other systems or information, or are using the account or password in any other inappropriate manner. These suspensions will be for a period of time necessary to permit the thorough investigation of such suspended activity. FACTORY311 may terminate this Agreement immediately without notice if it is determined that you have undertaken such unauthorized activity or if such unusual activity cannot be reasonably explained.

TERMINATION OF THIS AGREEMENT
This Agreement is effective until terminated by FACTORY311, in its sole and absolute discretion. FACTORY311 may terminate this Agreement with or without notice to you and will do so if you use or attempt to use the Site or the Content therein in any manner contrary to the terms of this Agreement. Any such termination by FACTORY311 shall be in addition to and without prejudice to such rights and remedies as may be available to FACTORY311, including the suspension or termination of your account or password and injunctive relief enjoining such acts or attempts, it being acknowledged by you that other legal remedies are inadequate. The, Disclaimer of Warranties, Limitation of Liability, Indemnification, Termination and Choice of Law provisions of this Agreement shall survive the termination or expiry of this Agreement.

INTERNATIONAL USERS
The Site is controlled, operated, and administered by FACTORY311 from its offices within the United Kingdom. The Site can be accessed from countries around the world and may contain references to Content, including products and services, that are not available in your country. These references do not imply that FACTORY311 intends to market, promote, or distribute such Content, including products and services, in your country. If you access the Site from a location outside the United Kingdom, you are responsible for compliance with all local laws.