This Gallery Licence Agreement (‘Licence’) sets out the terms which apply to your use of all BBC Learning content (‘Content’) available via the KO-SU website at www.ko-su.com (‘Site’).
Please note: You accept that KO-SU Limited (‘KO-SU’) merely makes the Content available via the Site and you therefore agree that KO-SU will have no responsibility or liability in relation to the Content.
Where any inconsistency arises between this Licence and any of the Platform Terms with respect to the Content, the terms of this Licence shall prevail.
1. Principles & Acceptance
a) The Content has been provided to allow KO-SU members (‘Members’) to develop and enrich their (and others’) experience of the KO-SU Site, including all functionality available via the Site and via mobile devices or applications accessing the Site, (together, the ‘Platform’). The beneficial and creative enhancement and promotion of the community of interest on the KO-SU Platform (‘Community Interest’) therefore lies at the heart of this Licence.
b) By selecting the ‘Accept’ button accompanying these Licence terms or otherwise signifying your acceptance you accept the terms set out in this Licence. If you do not agree with any of these terms, then do not accept this Licence and do not access or download the Content.
c) You understand and accept that this Licence is legally binding upon you and that you understand and accept all of its terms.
a) This Licence hereby grants you a limited personal, non-exclusive, non-transferable worldwide license to use the Content on the Platform only for the Permitted Purposes (as defined in clause 3 below).
b) You may not use the Content for anything other than the Permitted Purposes.
c) This Licence is personal to you and you may not sublicence, assign or otherwise transfer any of your rights without the prior written consent of the Licensor.
d) This Licence and use of the Content is conditional upon you being a Member. If you are not a Member, you are not entitled to download or use the Content. If, at any time, you cease to be a Member, this Licence and your right to use the Content will automatically terminate. Should you wish to re-register as a Member, you will be required to pay the then current Charges in respect of any further use of the Content, subject to the then current Licence terms.
3. Permitted Purposes
a) You may use the Content ONLY:
i. on the Platform;
ii. for bona fide purposes connected with the proper use of the Platform;
iii. in accordance with the Community Interest;
iv. in compliance with all terms and conditions applicable to the use of the Platform, including (without limitation) the KO-SU Member Terms and the Acceptable Use Policy contained therein;
v. for the development of Platform content which is consistent with points (i)-(iv) above; and
vi. for any other purposes specifically approved in writing by KO-SU or the Licensor. The above uses together comprise the ‘Permitted Purpose(s)’ in this Licence.
b) You may use the Content to develop products and/or services for resale, license or other distribution via the Platform, provided that the said development and sale is carried out in accordance with (i) the Permitted Purposes, (ii) these Licence terms and (iii) the Platform Terms. You agree and accept that any such commercial use of the Content may give rise to fees or other charges payable in accordance with the Member Terms.
c) This Licence is personal to you, so only you may use the Content. However, it is accepted that you may provide the Content to (i) clients, customers or other Platform users as an integral part of your offering on the Platform, and (ii) to third party service providers necessary for your use of the Platform, such as your ISP or mobile network provider, provided that such parties shall have no further or additional rights to use the Content and cannot access or extract it from any file(s) you provide.
d) If you are in any doubt as to whether or not any usage is permitted or not, you must not proceed until you obtain the relevant consent(s). For these purposes, notice in writing should be served on KO-SU, who will liaise with the Content Owner and give you a final binding decision on the matter.
4. License Restrictions You may not use the Content for anything not specifically described in the Permitted Purposes. Additionally, and without limitation, you MAY NOT use the Content in any of the following ways (“Prohibited Uses”):
a) in breach of the Platform Terms;
b) in any way which enables any person to extract, access, use or reproduce the Content other than on the Platform;
c) to edit, modify, dub or subtitle the Content (or any part thereof);
d) in breach of any laws, regulations or codes of conduct or any usage which (in the reasonable opinion of KO-SU) is immoral, obscene, infringing, pornographic, defamatory or libelous in nature;
e) to infringe the rights of any third party, including intellectual property or data rights, or breach any obligation owed to any third party;
f) in any way which is or is likely to be prejudicial or detrimental to the Content, the Platform or the interests of KO-SU or the Content Owner; or
g) to sub-license, assign, gift or otherwise transfer or distribute the Content other than in accordance with the limited rights of commercial usage on the Platform, as described in clause 3 above.
5. Fees and Payment
a) You agree to pay the charges for the Content, as shown on the Site (‘Charges’).
b) Your use of the Content is conditional upon payment of the Charges in full. In the event of any failure or delay in payment (in whole or in part) you will not be entitled to use or download the Content.
6. Term & Termination
a) This Licence shall be effective when you select the ‘Accept’ button accompanying these Licence terms and you pay all relevant Charges and the Licence shall continue thereafter until or unless terminated in accordance with its terms.
b) You can terminate this Licence at any time upon written notice.
c) The Licence will terminate automatically and without the need for notice if you breach any of its terms at any time.
d) Without prejudice to any other rights or remedies, KO-SU may suspend or terminate your rights under this Licence immediately at any time if they consider that you have or are about to (i) breach any of these Licence terms or (ii) infringe the rights of the Content Owner, KO-SU or any third party, including (without limitation) infringement of any intellectual property rights. Any suspension shall remain in place until the matter is resolved to the satisfaction of the Content Owner and KO-SU.
e) KO-SU retains the right to terminate this Licence if, for whatever reason, it no longer has the licence to provide the Content via the Site.
f) In the event of termination of the Licence for any reason you will immediately (i) cease using the Content in any form or in any way, and (ii) delete or destroy all copies of the Content (including all such archive documents or materials). Upon request from KO-SU you will provide written confirmation that you have complied with the aforementioned requirements.
a) All rights in or relating to the Content, including (without limitation) all copyright and other intellectual property rights, are licensed by KO-SU and nothing in this Licence shall be construed as giving you any right, title or interest in the Content, save for the limited licence granted to you under this Licence.
b) You represent and undertake that, except as may be permitted under applicable laws or expressly agreed in this Licence, that you will not (i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Content or any related or associated documentation (if applicable) in any form or media or by any means; or (ii) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Content.
c) You will respect the rights and obligations of KO-SU and you will not remove any notice of copyright, trade-mark or other proprietary right from the Content.
8. Representations and Warranties
a) All warranties, representations, conditions and all other terms of any kind whatsoever relating to the Content implied by statute or common law are, to the fullest extent permitted by applicable law, excluded, and (ii) the Content is provided "as is" without warranties of any kind (whether express or implied).
a) KO-SU shall have no obligation or liability with respect to any claim relating to (i) any modification of the Content by anyone other than the Content Owner or KO-SU; (ii) use of the Content in breach of any terms of this Licence; (iii) use of the Content in breach of any local laws; or (iv) the combination or use of the Content with any third party materials, where such claim would not have arisen but for such combination or use.
b) You will notify KO-SU immediately if you become aware of any claim or threatened claim relating to the use of the Content and you shall provide all assistance and support in relating to the said claim and pass over the running and control of the claim to KO-SU upon request. Any notice served on KO-SU hereunder is purely to allow KO-SU to address any infringement issues relating to the Site and does imply any obligation or liability on the part of KO-SU with regard to the Content.
10. Your Indemnification
You agree to indemnify, defend and hold KO-SU harmless from and against any and all claims, liability, losses, damages, costs and expenses (including reasonable legal fees) incurred as a result of or in connection with any breach of the terms of this Licence by you or anyone acting for you or on your behalf.
a) No waiver of any terms of this Licence shall be effective unless made in writing and no delay in enforcing any terms of the Agreement will constitute a waiver of such term nor will it affect a party’s rights and powers arising under this Licence.
b) No amendment of any term of this Licence will be effective unless agreed in writing and signed by KO-SU.
c) Each term of the Agreement shall be construed separately and in the event that a court or other body of competent jurisdiction decides that any part of this Licence is invalid, unlawful or unenforceable then that part will be severed from the remainder of the Licence, which will continue in full force and effect to the fullest extent permitted by law.
d) This Licence constitutes the entire understanding and agreement between the parties concerning the Content and replaces and supersedes all previous proposals, correspondence, understandings or other communications whether written or oral; save that nothing shall be construed as hereby attempting to exclude any liability for fraud or fraudulent misrepresentation.
e) This Licence (and any dispute, controversy, proceedings or claim of whatever nature arising out of or in any way relating to this Licence or its formation) shall be governed by and construed in accordance with English law. The Parties agree that the English Courts shall have exclusive jurisdiction to hear and settle any action, suit, proceeding or dispute in connection with this Agreement and irrevocably submit to the jurisdiction of such court.