Terms and Conditions of Use of Content

Defined Terms

Newsfile ltd. t/a (GOLFFILE) here by known as “GOLFFILE”

"Content" means all images including digital images, transparencies, negatives, and related metadata, text, captions or information provided for the purposes of reproduction for a fee on a per-use basis. 

"Reproduction" and and "Reproduce" mean any form of copying or publication of the whole or a part of any Content, via any medium and by whatever means. 

"Invoice" means a computer-generated or pre-printed invoice provided in paper or electronic form by Golffile  without limitation, the permitted scope of use of Content selected by Licensee, any limitations on the license in addition to those specified herein and the corresponding price for the license of such Content. The Invoice shall be incorporated into this Agreement and all references to the Agreement shall include the Invoice.

Grant of License and Restrictions

Unless stated otherwise in writing, Golffile grants to Licensee a non-exclusive, non-sublicensable and non-assignable right to use and Reproduce Content identified in the Invoice, solely to the extent explicitly stated in this Agreement. Use of Content is strictly limited to the medium, period of time, print run, placement and size of Content, territory and any other restrictions specified in the Invoice. 

Content may contain listed restrictions of use (either on the Invoice, a specific Content web page, and/or editorial list), including, without limitation, restrictions as to time, manner, industry and territory of use. 

Content may only be used in an editorial manner, relating to events that are newsworthy or of public interest, and may not be used for any commercial, promotional, advertising or merchandising use. 

While Golffile makes efforts to correctly caption the subject matter of the Licensed Material, Golffile does not warrant that such information is accurate. 

Content may not be used as a trademark, or for any pornographic or unlawful purpose or use of any kind. Defamation of any person, or to violate a person's right to privacy or to infringe upon any copyright, trademark or trade name of any kind is strictly prohibited. 

Content may be cropped but shall not, under any circumstances, otherwise be rotated, altered, changed or tampered with, either manually or electronically, without express written permission from Golffile. 

Licensee grants to Golffile the irrevocable, perpetual, royalty-free, non-exclusive right and license to use Licensee's End Use of Content solely for the promotion of Golffile and use of Golffile Content. For purposes of this paragraph, "End Use of Content" shall mean any end product produced by Licensee pursuant to this Agreement, including but not limited to use in magazines, books, feature films, television productions, and other print.

Photo Credit and Copyright

Golffile and/or its contributing photographers, Content Providers or third-party image partners, own all copyrights in the Content. No ownership or copyright in any Content shall pass to Licensee by the issuance of the License contained in this Agreement. Except as expressly stated in this Agreement, Golffile grants Licensee no right or license, express or implied, to the Content. 

Photo Credit: In respect to Editorial use of Content, the following photo credit must appear adjacent to the use of Content: "[Photographer's Name]/[Third-Party Image Partner, if any]/www.golffile.ie" or as otherwise specified on the specific Content web page. If Licensee omits the proper credit, Licensee will be charged triple the original license fee. 

Releases: Golffile gives no rights and makes no warranties with regard to the use of people, names, trademarks, logos, registered, unregistered or copyrighted designs or works of art depicted in any Content. Unless otherwise agreed in writing, no model, property, team logo, trademark or other releases are delivered by Golffile in connection with the delivery of Content. Licensee bears the responsibility of obtaining all necessary individual, property, team logo, trademark and other releases, approvals and clearances from third parties prior to using the Content. 

Trademarks: Except for credits as required above, Licensee may not use the trade names, trademarks, logos or service marks of Golffile, Newsfile ltd. without express prior written permission. 

Notice of Violations: Licensee will immediately notify Golffile once it is made aware of or suspects that any third party is wrongfully using the Content, in whole or in part, or is violating any of Golffile’s intellectual property rights, including, but not limited to, Marks and copyrights.

Warranty and Limitation of Liability

Golffile and its Content Providers make no warranty of any kind, express or implied, regarding the a) Content, b) caption information, c) any third party digital delivery systems, d) the availability and operation of any third-party equipment, software or service, e) continued access and operation or availability or interruption of this digital archive and delivery platform or any rights and licenses under this Agreement. Golffile will not be liable for any damages arising from the use of this Site or unavailability of the Site, including, but not limited to, lost profits and direct, indirect, incidental and consequential damages.

Indemnification

Licensee: Licensee shall defend, indemnify and hold Golffile and its respective officers, directors and employees harmless from all damages (except punitive damages), liabilities, and expenses (including reasonable legal fees and permitted and authorized costs), arising out of or as a result of claims by third parties relating to Licensee's use of any Content or any breach of this Agreement. 

Golffile : Provided Content is only used in accordance with this Agreement and Licensee is not otherwise in breach of this Agreement, Golffile agrees to indemnify and hold Licensee and its parent, subsidiaries, and commonly owned or controlled affiliates and their respective officers, directors and employees harmless from all damages (except punitive damages), costs, and expenses (including reasonable legal fees and permitted and authorized costs), arising out of or connected with any actual or threatened lawsuit, claim or legal proceeding alleging that the possession, distribution or use of the Content by Licensee pursuant to and in accordance with this Agreement infringes on any copyright of any third party. The foregoing states Golffile entire indemnification obligation under this agreement and licensee's sole and exclusive remedy for any alleged or actual breach of the representations and warranties set forth in the section above.

Miscellaneous

Unauthorized Use: Any use of Content in a manner not expressly authorized by this Agreement or in breach of a term of this Agreement constitutes copyright infringement, entitling Golffile to exercise all rights and remedies available to it under copyright laws around the world. Golffile in its sole discretion reserves the right to bill Licensee (and Licensee hereby agrees to pay) ten times the license fee for unauthorized use of Content. This statement in no way limits Golffile ‘s rights or the rights of an Icon Content Provider or third-party image partner or remedies said parties can seek in _connection with the unauthorized use of Content or breech of this Agreement. 

Overdue Invoices: If Licensee fails to pay Golffile invoice in full within the time specified in the Invoice, Golffile may add a service charge of three percent (3%) per month or the greatest amount as is allowed by law, on any unpaid balance until payment is received. Golffile also reserves the right, in its sole discretion, to revoke the license if payment is not made in full on time. 

Electronic Storage: For all Content that Licensee takes delivery of in electronic form, Licensee must retain the copyright symbol, the name of Golffile and the image number or other identification number associated with the Content as may be included as part of the electronic file. Licensee will make reasonable effort to safeguard against unauthorized third party access to the Content. Upon the expiration or earlier termination of this Agreement, Licensee shall promptly delete the Content from its computer or other electronic storage systems and shall ensure that its sub-contractors do likewise. 

Governing Law and Venue: This Agreement shall be interpreted, construed and governed by the laws of the Republic of Ireland and shall not be governed by the 1980 United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly disclaimed. Venue for all disputes arising under this Agreement shall lie exclusively in the Republic of Ireland In the event of a dispute over breach of the Agreement between Golffile, and Licensee where Golffile prevails, Golffile shall be entitled to recover its reasonable legal expenses and court costs. 

No Waiver Or Severability: No action by Golffile, other than an express written waiver or amendment, may be construed as a waiver or amendment of any of these Terms. If any clause in these Terms is found to be unenforceable, wherever possible, this will not affect any other clause and each will remain in full force and effect. We reserve the right to change these Terms, the Content displayed on this Site, any license or product prices contained on the Site and any information or license terms without prior notice.