In these terms (the “Agreement”), any reference to “NZPA” is a reference to the New Zealand Press Association Limited, and any reference to “you” or “your” means you.
However, if you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind that company or entity to this Agreement, in which case any references to “you” and “your” are references to that company or entity. If you do not agree to this Agreement, or do not have the authority mentioned above, you are not permitted to use the NZPA Images Services or any Images.
Please read this Agreement carefully as it governs your use of the online services and images accessible via the NZPA Images website (www.nzpaimages.co.nz) “NZPA Image Services”.
This Agreement does not apply if you currently have a signed agreement with NZPA that governs the supply of the NZPA Image Services to you.

1 Introduction
1.1 Images: Each image that NZPA may make available to you as part of the NZPA Image Services comprises the following (collectively referred to as an “Image”):
(a) a photographic or graphic image (for example, a cartoon) that may be accompanied by a caption; and
(b) information accompanying the image that describes certain characteristics and requirements related to the image (“Metadata”).
The Metadata for an image includes the information on www.nzpaimages.co.nz in any ‘Note’ or ‘Details’ sections related to that image.
1.2 Changes to the NZPA Image Services: NZPA may, at its discretion, delete, replace, add to or otherwise amend the whole, or any part of, the NZPA Image Services at any time without notice to you.
1.3 Changes to this Agreement: From time to time, NZPA may change the terms of this Agreement. NZPA will endeavour to give you notice before the new version of the terms take effect by either emailing you with notice of the changed terms (sent to the email address you gave NZPA when registering for the NZPA Image Services) or by posting a notice on the NZPA Images website. Any use by you of the NZPA Image Services after the new version of the terms has been posted on the NZPA Images website confirms your acceptance of the new version of the terms.

2 Images License
2.1 License to Images: Subject to clause 2.2, NZPA and/or its licensors (as applicable) grant to you a non-exclusive non-transferable right to publish Images obtained via the NZPA Image Services on the specific media or platforms for which you have obtained the express written approval of NZPA (“Licensed Platforms”). A Licensed Platform may be electronic (for example, a website or mobile platform) (“Electronic Licensed Platform”).
2.2 Limited licence: The only rights to Images granted to you are as expressly set out in clauses 2.1 and 4 of this Agreement. These rights last for as long as you comply with this Agreement and are subject to the terms of this Agreement.
2.3 Rights reserved: Subject to the rights granted in this Agreement, NZPA and its licensors expressly reserve all rights to the Images and any other intellectual property created or supplied for the purpose of providing the NZPA Image Services (collectively, “Material”). In no circumstances do you obtain any title or rights of ownership in Material.

3 Additional terms, restrictions and requirements
3.1 Registration: Once you have registering on the NZPA Images website you will receive a user name and password. It is your responsibility to keep them confidential at all times. You are entirely responsible for all activities that occur under your user name and password.
3.2 Your information: All information you provide to NZPA must be accurate, complete and up to date. It is your responsibility to inform NZPA of any changes to this information.
3.3 NZ focused platforms only: Unless otherwise agreed by NZPA in writing, Images must only be used on Licensed Platforms for which the intended readers of any content or materials on that Licensed Platform are predominantly based in New Zealand.
3.4 Images must not be used and stored for more than 30 days: You must not publish, retain or archive any Image for longer than 30 days from the date that the non-watermarked version of that Image has been made available to you as part of the NZPA Image Services (“Availability Date”). For example:
(a) Images must be published in a print media Licensed Platform within 30 days of the Availability Date;
(b) Images must be removed from an Electronic Licensed Platform within 30 days of Availability Date; and
(c) Images must be deleted from all hard drives within 30 days of the Availability Date.
3.5 Images may only be used for limited purposes: Images can only be used by you for news or informational purposes. They cannot be used for any commercial purpose, including promotional, advertising or merchandising use, except pursuant to a separate written agreement with NZPA.
3.6 General restrictions: You must not:
(a) directly or indirectly use, sublicense, copy, modify (including rotate or distort), publish, distribute, display, transmit, participate in the transfer or sale, create derivative works, or in any way exploit, any of the Images or rights therein, in whole or in part except to the extent expressly permitted by this Agreement; or
(b) use the NZPA Image Services or exercise your rights granted under this Agreement:
(i) for any unlawful, improper or immoral purpose or in any way that may be obscene, defamatory, derogatory or offensive in any way; or
(ii) in any way that is, or will likely be, prejudicial to, or will negatively affect the integrity or reputation of, NZPA or its licensors.
3.7 Image specific requirements: You will comply with all notices and requirements in respect of particular Images that are included in the Metadata or provided to you in writing by NZPA from time to time (“Image Specific Requirements”). Image Specific Requirements may (without limitation):
(a) preclude publication in particular territories, for particular uses, or on particular media or platforms; and
(b) contain additional copyright requirements such as attribution of copyright ownership, embargo notices, and geographic and use restrictions.
To the extent that there is any express conflict between the Image Specific Requirements and this Agreement, the Image Specific Requirements shall take priority solely to the extent of that conflict.
3.8 Republishing and redistribution: Any copying, republication or redistribution of all or any part of an Image that is published on an electronic platform by a third party, including by caching, framing or similar means, is prohibited without the prior written consent of NZPA.
3.9 Removals and corrections: You shall promptly process all deletions, corrections and substitutions to any Images that are required by NZPA from time to time.
3.10 Protecting against infringement and abuse: You must take all reasonable steps (including by way of contract), and comply with all reasonable instructions from NZPA, to prevent third parties (including your end-users) from:
(a) infringing or injuring any intellectual property rights in the Images or NZPA Image Services; or
(b) obtaining unauthorised access, use or transmission of the Images or NZPA Image Services,
(“Unauthorised Use”). You shall promptly and fully inform NZPA of any Unauthorised Use that you are aware of and shall reasonably cooperate with NZPA in relation to such Unauthorised Use. NZPA may, in its sole discretion, take legal actions or proceedings against a person or entity in relation to any Unauthorised Use. Where NZPA issues proceedings against any such person or entity it will notify you.

4 Editing and formatting
4.1 You may edit captions only: Except as permitted by clause 4.2, you may not edit Images in any way. However, you may, in connection with exercising your rights under clause 2.1, edit the caption to an Image provided that you comply with clause 3and do not make any changes to the facts, basic content, intent or meaning of the caption.
4.2 Formatting Images: You may, in connection with exercising your rights under clause 2.1, format Images solely to the extent necessary to enable that Images to be displayed on the Licensed Platform and provided you comply with clause 3

5 Attribution
5.1 Images: Attributing any NZPA Images published by you is mandatory. Each Image published by you must prominently state, adjacent to the Image, “NZPA” or the attribution specified in the Metadata (for example, NZPA and the name of the photographer: “NZPA/John Smith”).
5.2 Use of trademarks: Except for the use of trade marks as expressly permitted in clauses 5.1, you shall not use NZPA’s trade marks, including “NZPA” and “NZPA Image”, in any way.
5.3 Electronic Licensed Platforms: Where a Licensed Platform is electronic (for example, a website or mobile platform), you must add a hypertext link, in close proximity to the Content, that includes the word, “Copyright”. That link must click through to the following statement (or to a statement to the same effect that is adjusted to cater for other parties’ copyright requirements):
“Content provided by NZPA and its licensors is their intellectual property. Any copying, republication or redistribution of that content (in whole or in part), including by caching, framing or similar means, is expressly prohibited without NZPA’s prior written consent.”

6 Payment
6.1 Pricing: Pricing and payment terms shall be as agreed between NZPA and you in writing. For further information contact NZPA on NZ 0800 42 41 42; Overseas 0064 4 498 4471 or imagesales@nzpa.co.nz.
6.2 Purchase of Images: Searching for Images on the NZPA Images website is free. However, any charges due for an Image from NZPA’s website will accrue once a non-watermarked version of that Image has been made available to you, regardless of whether that Image is published by you.
6.3 Late payment: If you do not pay by the due date you will, if asked by NZPA, pay:
(a) interest, at the rate of 5% above the 90 day Bank Bill Rate in New Zealand as quoted by the Reserve Bank of New Zealand (on or around 11am on the first business day of the month during which the relevant payment falls), from the due date for payment until full payment has been made, accruing daily; and
(b) all expenses (including legal costs on a solicitor-client basis) incurred in the recovery of any monies that you owe to NZPA.
6.4 Price revision: NZPA reserves the right to increase the fees it charges, or add new fees, for the NZPA Image Services, at any time.

7 Warranties and Liability
7.1 Disclaimer: You hereby acknowledge and agree that the NZPA Image Services and Material are provided on an “as is” and “as available” basis. NZPA does not promise that the NZPA Image Services or Images will be accurate, complete, secure, reliable, free of defects, errors or viruses, or that all problems can or will be corrected. This is in part because of the reliance of the NZPA Image Services on software, systems and networks that are not owned or controlled by NZPA. All express and implied warranties, representations and conditions in relation to the NZPA Image Services and Materials are excluded to the fullest extent permitted by law, including any warranties as to non-infringement, satisfactory quality or fitness for a particular purpose.
7.2 Exclusions of liability: To the fullest extent permitted by law neither NZPA nor its employees, licensors, contractors, agents and information sources (“Related Parties”) shall be liable in any way for any loss or damage arising from the Material or provision of the NZPA Image Services, or otherwise in relation to this Agreement.
7.3 Neither NZPA nor its Related Parties shall be liable to you or third parties for any incidental, indirect, special or consequential loss or damage or any loss of profits, anticipated savings, production, contracts, goodwill or business opportunities, any economic loss or any loss or corruption of data.
7.4 Limitation of liability: If NZPA or its Related Parties are liable to you for any reason, and that liability has not otherwise been excluded by this Agreement, then the total aggregate liability of NZPA and its Related Parties (together) to you under or in relation to this Agreement will in no circumstances exceed $50,000.
7.5 The total aggregate liability in clause 7.4, and any other limitations and exclusions of liability in this Agreement, shall apply however liability arises, whether in contract, tort (including negligence), breach of statutory duty or otherwise.

8 Indemnity
8.1 You shall fully indemnify, defend and hold harmless NZPA and its Related Parties from and against any claims, proceedings, actions, liabilities, damages, costs, expenses and losses (including reasonable legal costs) resulting from any claim by a third party that is related to or arises from any act or omission of you in relation to the NZPA Image Services or Material, but except to the extent that the claim by the third party is caused by a breach by NZPA of this Agreement.

9 General
9.1 Interpretation: In this Agreement, unless the context indicates otherwise:
(a) capitalised words have the meaning indicated in this Agreement.
(b) words in the singular include the plural and vice versa;
(c) any obligation not to do anything also constitutes an obligation not to suffer, permit or cause that thing to be done;
(d) clause and other headings are for ease of reference only and shall not affect the interpretation of this Agreement;
(e) where a word or phrase is given a particular meaning, other parts of speech and grammatical forms of that word or phrase have corresponding meanings; and
(f) “including”, “for example” and similar words are illustrative and do not imply any limitations.
9.2 Jurisdiction: This Agreement is governed by the laws of New Zealand and both parties irrevocably submit to the non-exclusive jurisdiction of the Courts of New Zealand.
9.3 Consumer Guarantees Act: Nothing in this Agreement limits your rights under the Consumer Guarantees Act 1993. However, if you are acquiring the Images for the purposes of a business then you hereby acknowledge that the provisions of the Consumer Guarantees Act 1993 do not apply to the Images or NZPA Image Services.
9.4 Illegality: If at any time any provision of this Agreement is or becomes illegal or unenforceable neither the legal validity nor enforceability of the remaining provisions shall in any way be affected or impaired.
9.5 Entire agreement: This Agreement constitutes the entire agreement between you and NZPA relating to the subject matter of this Agreement, to the exclusion of any previous communications, representations or agreements between the parties whether verbal or written.
9.6 Assignment: You may not assign or transfer its rights, powers, privilege or obligations under this Agreement without the prior written consent of NZPA.