Terms and Conditions of Use for Visit London Materials

1. Definitions

"Intellectual Property Rights" means copyright (including such rights in computer software and databases), database rights and moral rights, registered and unregistered trade marks and service marks, domain names, registered designs and design rights, patents, rights in performances, rights subsisting in inventions, designs, drawings and computer programs (in each case for the full period thereof and extensions, revivals and renewals thereof), applications for the foregoing and the right to apply for any of the foregoing anywhere in the world, and all similar rights anywhere in the world;

"Purpose" means the purpose set out in the Letter or otherwise agreed by us;

"Term" means the term of the licence granted pursuant to clause 2 below as set out in the Letter or as otherwise agreed [in writing] by us, unless or until earlier terminated;

"Territory" means the territories set out in the Letter or as otherwise agreed in writing between the parties.

2. Grant and Scope of Licence

2.1 In consideration of you agreeing to abide by these Terms of Use, we hereby grant to you a non-exclusive, personal, non-transferable, non-sub-licensable, non-assignable, royalty-free, revocable licence to use the Materials during the Term in the Territory for the Purpose subject to and in accordance with these Terms of Use.

2.2 You hereby agree that the rights granted by us pursuant to these Terms of Use may not be assigned, transferred, licensed, sub-licensed or otherwise dealt with by you without our prior written consent.

2.3 No use or exploitation of the Materials is permitted for any purpose other than the Purpose unless agreed between the parties in writing. All rights in and to the Materials not expressly granted to you under these Terms of Use (or otherwise expressly agreed by us in writing) are hereby reserved to us.

3. Use of the Materials

3.1 You undertake and agree that you shall:

(a) only use the Materials for the Purpose and you may not use the same for any other purpose whatsoever;

(b) only copy, store, reproduce and distribute the Materials if and to the extent strictly necessary for the Purpose and you may not copy, store, reproduce and distribute the same for any other purpose whatsoever;

(c) except if and to the extent expressly agreed by us, use the Materials only in the form provided to you and not alter, adapt, vary, modify, translate or merge other materials with the whole or any part of any of the Materials in any way;

(d) only use the Materials yourself and not rent, lease, sell, sub-license or loan any Materials to any third parties;

(e) ensure that any copyright or other proprietary notices provided in or with the Materials are prominently displayed whenever the Materials (or any part thereof) are used;

(f) not, without our prior written consent, alter, adapt, vary, modify or translate the Materials in any way;

(g) not disassemble, decompile, reverse engineer or create derivative works based on the whole, or any part, of any software aspect of the Materials;

(h) not, without our prior written consent, use the Materials;

(i) in combination with any other materials, marks, names, words, devices symbols or logos (other than as agreed in writing by us from time to time) and any such combined Materials shall be subject to our prior written approval before any use or dissemination; or

(ii) with any prefix, suffix or other modifying words, terms, designs or symbols in any modified form or in any form that has not been specified or approved by us in advance in writing or in any manner not expressly authorised by us in writing;

(i) not, use, register or attempt to register in any country any trade marks, company, business or trading names or domain names which are identical or confusingly similar to (or which incorporate or are translations of) any of the Materials;

(j) not do anything which could, in our opinion, bring us, our business or the Materials into disrepute or which could otherwise damage our goodwill or the goodwill attaching to the Materials;

(k) not do (or cause or permit to be done) any act or thing which in any way impairs our rights in the Materials and in particular you will not represent to any person that you have any title or right of ownership (other than the licence granted pursuant to clause 2 of these Terms of Use) in or to any of the Materials;

(l) without prejudice to clause 3.1(h), ensure that any other content or materials used, displayed or published by you with the Materials is not tortious or unlawful and does not infringe the rights of any third party; and (m) procure that your use of the Materials complies with all applicable laws, regulations and industry standards.

3.2 You must permit us and our representatives, at all reasonable times and on reasonable advance notice, to inspect and have access to any premises at which the Materials are being kept or used for the purpose of ensuring that you are complying with these Terms of Use.

3.3 You shall, if requested by us, provide us with samples of materials that bear or include any part of or extracts of the Materials to allow us to monitor your compliance with these Terms of Use.

3.4 If we believe that you are failing to comply or are likely to fail to comply with any of your obligations under these Terms of Use, without prejudice to any other rights or remedies that we may have, you shall take any steps (at your own expense) which are necessary to ensure such compliance which may be requested by us including, without limitation, requiring you to cease some or all use of the Materials temporarily or permanently.

4. Ownership

4.1 You acknowledge and agree that:

(a) all Intellectual Property Rights and any other rights in and to the Materials are and shall remained owned exclusively by us (or our licensors); and

(b) all goodwill arising from the use of the Materials by you shall accrue and belong to us and neither you nor your personnel shall acquire or claim, any right, title or interest in or to the Materials or the goodwill attaching to them or our business as a result of the licence or the use of the Materials.

4.2 Save as expressly granted under these Terms of Use, you acknowledge that you have no right, title or interest in or to the Materials and any Intellectual Property Rights owned by us and you hereby irrevocably assign to us (including by way of present assignment of Intellectual Property Rights that may be created or come into your ownership in the future) unconditionally and with full title guarantee all such right, title and interest in the Materials and all Intellectual Property Rights in and to the Materials as you may own from time to time. Without prejudice to the foregoing, if you engage, appoint or request any third party to create any Intellectual Property Rights comprising or including any aspect of the Materials or any derivative thereof then you undertake that you shall procure that any such third party shall irrevocably assign with immediate effect from creation all such Intellectual Property Rights to us unconditionally, without charge and with full title guarantee.

4.3 Nothing in these Terms of Use shall be or deemed to be a representation or warranty by us as to the existence, ownership, liability, enforceability or value of any of the rights granted hereunder in respect of the Materials. 4.4 You undertake to immediately notify us of:

(a) any actual, suspected or threatened infringement of the Materials or any of the Intellectual Property Rights therein which may come to your notice;

(b) any allegation or complaint made by any third party that the Materials or any Intellectual Property Rights therein are invalid, infringe any third party rights, or that use of any the Materials may cause offence, deception or confusion to the public; and

(c) any other form of attack or claim to which the Materials or our Intellectual Property Rights may be subject.

4.5 We shall have the exclusive right in our sole discretion to take whatever action we believe necessary and proper in connection with any infringement, suspected infringement, passing off, or other unlawful interference with the Materials and/or Intellectual Property Rights therein and you agree to provide us with all assistance which we may reasonably require in connection with any action we may decide to take in relation thereto (including bringing or joining in proceedings or lending your name to any proceedings brought by us). Any damages recovered as a result of such proceedings shall be for our account only. You undertake not to prejudice any such claim or attempt to settle or compromise such claim or make any admission as to liability without our prior written consent.

5. Risk and Property

5.1 The Materials shall be at your risk from the time of delivery of the Materials to you or to any other person you may nominate to receive the Materials. 5.2 Legal and beneficial title to the Materials shall remain vested in us at all times. 5.3 You shall

(a) hold the Materials on a fiduciary basis for us;

(b) store and mark the Materials so that they remain at all times identifiable as our property (and shall allow us access to the your premises to verify that this has been done);

(c) keep the Materials free from any charge, lien or other encumbrance;

(d) use all reasonable endeavours to prevent damage to the Materials and maintain the Materials in satisfactory condition;

(e) keep the Materials insured for their full replacement costs against all risks to our reasonable satisfaction.

5.4 [Without prejudice to any other right we may have under these Terms of Use or at law, we may at any time as owner of the Materials demand the immediate return of such Materials and you shall forthwith comply with such demand and bear the cost of any expenses incurred in returning the Materials.]

5.5 If you fail forthwith to return any Materials so demanded by us, then you hereby grant to us, our employees and/or agents an irrevocable right and licence to enter into any premises owned or used by you during normal business hours for the purpose of inspecting and/or repossessing any of the Materials (the cost of any such repossession shall be borne by you).

6. Disclaimer

6.1 We do not warrant, represent or give any undertakings as to the accuracy, currency, reliability or completeness of any of the Materials provided to you. In particular but without prejudice to the foregoing, the Materials may contain content and materials provided by third parties and we do not guarantee or accept any responsibility for the accuracy, completeness, currency or reliability of any such content or material. We will not be liable to you or any third party for any claims that the materials are defamatory, unlawful, obscene or infringe third party rights or otherwise give rise to any third party claim or liability.

6.2 The Materials are provided to you on an "as is" basis without representation or warranty of any kind, either express or implied (whether by common law, custom, statute or otherwise). To the fullest extent permissible pursuant to applicable law, we disclaim all conditions, representations, statements and warranties (including, but not limited to, any implied warranty of the fitness of the Material for a particular purpose or that your use of the Materials will not infringe the rights of any third party).

6.3 We do not warrant, represent or give any undertakings that the Materials will be uninterrupted, error-free or without defects or (if applicable) that the Materials will be free of viruses or other harmful components or that the Materials will be lawful. The Materials may contain statements or opinions or materials which could be defamatory or liable to cause offence. We do not warrant, represent or give any undertakings that the Materials will meet your requirements nor do we make any warranty or representations regarding the use or the results of the use of any of the Materials.

6.4 You acknowledge and agree that you have requested us to lend you these Materials and that we are not responsible for vetting the Materials or analysing them for suitability for you to use for the Purpose and do not owe you any duty of care in relation to the Materials or otherwise.

6.5 You acknowledge and agree that it is your sole responsibility to examine and inspect the entire contents of the Materials prior to using the Materials to ensure that the Materials are suitable for your Purpose, are complete, accurate, current and appropriate in all respects for you to use for the Purpose and do not contain anything which may not be suitable for using for the Purpose.

6.6 It is your responsibility to insure against any and all potential loss, claims, damages and other liability which may arise out of or in connection with your use of the Materials and/or these Terms of Use.

6.7 You agree that it is reasonable in all the circumstances for you to accept and for us to disclaim liability in full for your use of the Materials on the basis that we are providing such Materials to you free of charge.

7. Indemnity

7.1 You hereby indemnify and hold us and our [parent companies, subsidiaries, affiliates] and each of our respective officers, directors, employees, owners, agents, contractors, partners, information providers and licensors harmless from and against any and all claims, damages, liability, demands, losses, costs and expenses (including legal expenses) (whether or not foreseeable or avoidable) that we may incur or suffer as a result of, or in connection with any use of the Materials and any violation of these Terms of Use or of any law or the rights of any third party.

7.2 You agree to fully consult with us in connection with the conduct of any such claim and undertake not to prejudice any such claim or attempt to settle or compromise such claim or make any admission as to our liability without our prior written consent.

8. Liability

8.1 Nothing in these Terms of Use shall exclude or in any way limit our liability for fraud, or for death and personal injury caused by our negligence, or for any other liability to the extent the same may not be excluded or limited as a matter of law.

8.2 Subject to clause 8.1, you acknowledge and agree that we shall not be liable for:

(a) any direct loss, claim or damage;

(b) any indirect loss, claim or damage, or any punitive, special, incidental or consequential damages of any kind;

(c) any loss of profit or savings;

(d) loss or corruption of data or information;

(e) loss of contracts, business or opportunity;

(f) damage to goodwill or reputation(s);

(in each case whether direct or indirect and in each case whether based in contract, tort (including without limitation negligence), strict liability, or otherwise) which arises out of or is in any way connected with (i) any use of the Materials and/or any Intellectual Property Rights or other rights therein; or (ii) any use of or reliance upon the Materials or any other information or services obtained through us, in all cases even if we have been forewarned of the possibility of such loss or damage.

8.3 Subject to clause 8.1 and 8.2, our maximum aggregate liability under or in connection with these Terms of Use (including liability for the infringement of any third party’s Intellectual Property Rights), whether in contract, tort (including without limitation negligence) or otherwise, shall be limited to a sum equal to £100.

9. Termination

9.1 Without prejudice to our other rights and remedies, we shall have the right to terminate your right to use the Materials:

(a) at any time on giving no less than 30 days’ written notice to you; or

(b) with immediate effect on written notice if you commit a material breach or continuous or repeated breach of the terms of these Terms of Use and in the case of a breach which is capable of remedy you fail to remedy it within 10 days of receipt of notice by you of such breach; or

(c) with immediate effect on written notice if you or your personnel use the Materials or the Intellectual Property Rights therein other than for the Purpose or otherwise outside the scope of these Terms of Use; or

(d) with immediate effect on written notice if you or your personnel challenge the validity of or our entitlement to use or license the use of the Materials; or

(e) immediately by written notice to you if there is a merger, amalgamation or corporate reorganisation of you or your company or there is any change in your ownership or the person or persons having principal authority and responsibility for your management in the performance of these Terms of Use or any other change in your organisation or method of business (in such a way that we consider to be detrimental to our interests) or there is a sale or transfer of all or a material part of your assets; or

(f) immediately at any time by written notice to you if you are the subject of a petition for a bankruptcy order or become insolvent or are unable to pay your debts (within the meaning of section 123 of the Insolvency Act 1986), enter into liquidation, whether voluntary or compulsory (other than for reasons of bona fide amalgamation or reconstruction), pass a resolution for your winding-up, have a receiver or administrator manager, trustee, liquidator or similar officer appointed over the whole or any part of your assets, make any composition or arrangement with your creditors or take or suffer any similar action in consequence of your debt, or anything analogous to any of the events described in above, inclusive, occurs under the laws of any applicable jurisdiction.

9.2 Following termination howsoever caused:

(a) the licence and all other rights granted by us to you under these Terms of Use shall immediately terminate and you shall immediately cease all use of the Materials (and procure that third parties cease all use thereof);

(b) you shall immediately return to us all Materials and copies thereof and all other materials containing any aspect of the Materials in the possession, custody or control of you, your agents, contractors or service providers or alternatively destroy such materials, at our request, and in the case of destruction, certify to us that you have done so; and

(c) permanently cease and not recommence any use of any materials confusingly similar to the Materials or any part thereof (and procure that third parties cease all use thereof).

10. Further Assurance

You shall (and shall procure that any necessary third parties shall) (at your cost) do all such acts and/or execute all such documents in a form satisfactory to us as we may from time to time request in order to carry out the purposes and intent of these Terms of Use.

11. Confidentiality

Each party agrees with the other that it will maintain as confidential and will not make any unauthorised use of any private or confidential information either already disclosed, or to be disclosed in the future about the other party and its business, private or financial affairs, including information about these Terms of Use, except to the extent that such information is already in the public domain.

12. General

12.1 No variation of these Terms of Use shall be effective unless in writing and signed by or on behalf of use and you.

12.2 You may not assign, sub-license, transfer, delegate or deal with any of your rights under these Terms of Use without obtaining our prior written consent.

12.3 No failure, delay or indulgence on the part of any party in exercising any power or right under these Terms of Use shall operate as a waiver of such power or right. No single or partial exercise of any power or right by any party shall preclude any other or further exercise thereof or the exercise of any such other power or right under these Terms of Use.

12.4 These Terms of Use (together with the Letter (if applicable)) constitute the entire, complete and exclusive agreement between us, and supersedes any previous agreement, arrangement, representations or understanding whether oral or written, (including without limitation any terms and conditions, correspondence, materials or documentation delivered to us by you) (and any such previous agreement, arrangement, representations or understanding is hereby terminated), between the parties relating to its subject matter or any of the Materials except to the extent that the same is repeated in these Terms of Use.

12.5 If any term of these Terms of Use is held to be illegal or unenforceable in whole or in part, under any enactment or rule of law, that term or provision shall to that extent be deemed not to form a part of these Terms of Use but the enforceability of the remainder of such clause of these Terms of Use shall not in any way be affected.

12.6 These Terms of Use give no rights to third parties under the Contracts (Rights of Third Parties) Act 1999 (but this does not affect any rights which are available apart from that Act).

12.7 These Terms of Use 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 in relation to all matters arising from these Terms of Use.