TERMS AND CONDITIONS OF USE OF THE BRISBANE AIRPORT CORPORATION IMAGE GALLERY

Last Updated: 22 May 2020

PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY. BY ACCESSING OR USING THIS WEBSITE, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS DESCRIBED HEREIN AND BY ALL TERMS, POLICIES AND GUIDELINES INCORPORATED BY REFERENCE. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT USE THIS WEBSITE.

These terms and conditions of use (the Agreement) apply to your use of this website and the content contained therein (the Image Gallery), and do not alter in any way the terms or conditions of any other agreement you may have with BAC. If you are using the Image Gallery on behalf of any entity, you further represent and warrant that you are authorised to accept this Agreement on such entity's behalf, and that such entity agrees to indemnify BAC for violations of the Agreement.

THIS AGREEMENT IS BY AND BETWEEN:

BRISBANE AIRPORT CORPORATION (ACN 076 870 650) of of 11 The Circuit, Brisbane Airport, Qld 4008 Australia (BAC)

AND

The party seeking permission to use Images from the Image Gallery (the Client)


RECITALS

A. BAC is the owner of the Images. If BAC is not the owner, then BAC has procured the appropriate permission to make available the Images on the Image Gallery.
B. The Images are provided to the Client solely for the purpose of positively promoting Brisbane Airport, unless otherwise agreed in writing by BAC.
C. BAC agrees that the Client can use the Images, subject to the terms and conditions set out in this Agreement.


THE PARTIES AGREE

1. DEFINITIONS AND INTERPRETATION
   1. In this Agreement, unless the contrary intention appears the following definitions apply:
      Client Registration and/or Client’s Registration means the information submitted by the Client enabling the Client to gain entry into the Image Gallery;
      Client Request and/or Client’s Request means all the information received by BAC, from the Client, requesting use of Images selected by the Client, including the information contained in the Client’s Registration;
      Intellectual Property means all copyright, patents, registered and unregistered trademarks, registered designs, trade secrets and know-how and all other intellectual property as defined in Article 2 of the Convention Establishing the World Intellectual Property Organisation of July 1967.
      Moral Rights means moral rights as described in Part IX of the Copyright Act 1968 and any analogous rights arising under statute that exist, or may come to exist, anywhere in the world;
      BAC Contact Person means the BAC person specified in Clause 19;
      Image Gallery means the web-based interfaces that contains the Images;
      Images means still imagery, BAC Logos and brand guidelines available from the Image Gallery and/ or via hardcopy from time to time if approved by a BAC staff member;
      BAC Logos means all versions of the BAC logo (including icons, pictures and words used in such logos) available from the Image Gallery.
      
      b. In the interpretation of this Agreement, unless such interpretation shall be excluded by or repugnant to the context:
      1. words importing the singular number include the plural number and vice versa;
      2. words importing any gender shall include all other genders;
      3. "person" includes a corporation;
      4. all references to statutes shall also refer to statutes amending or re-enacting or replacing the statutes referred to and shall include a reference to all Proclamations Orders in Council regulations rules by-laws ordinances and any other instruments and directions (if any) made there under;
      5. all covenants warranties undertakings and agreements herein shall if entered into by more than one (1) person be deemed to be joint and several; and
      6. headings and sub-headings have been included for ease of reference only and this Agreement is not to be construed or interpreted by reference to such headings or sub-headings.
          

1. TERM OF AGREEMENT
   1. This Agreement commences upon acceptance by BAC of the Client’s Registration.
   2. For the purposes of Clause 1(a), BAC will communicate its acceptance of the Client’s Registration and any subsequent Client Requests by sending an electronic mail to the Client, at the Client’s electronic mail address, as provided by the Client in the Client’s Registration.
       
2. GRANT UNDER THIS AGREEMENT
   1. BAC grants to the Client a non-exclusive, non-transferable, revocable licence to use the Images outlined in the Client’s Request, for the primary purpose of positively promoting Brisbane Airport, or for any other purpose approved by BAC in its sole discretion, in accordance with the terms and conditions of this Agreement.
   2. Should the Client wish to use the Images again, for either the same or different purpose specified in the Client’s Request, the Client must revisit the website and reorder the Images.
       
3. LIMITATIONS ON GRANT OF LICENCE
   1. The licence granted to the Client under Clause 2 is subject to the Client ensuring that:
      1. the Images are used solely for the purpose specified in the Client’s Request. The Images may not be used for a purpose other than the specified purpose without the prior written consent of BAC;
      2. its employees, agents and contractors do not use the Images in a manner inconsistent with the purposes set out in the Client’s Request;
      3. it does not modify or alter in any way the Images;
      4. it does not distribute the Images to third parties;
      5. they acknowledge and agree that except for the licence granted in this Agreement, the Client has no right, title or interest in any of the Images. All rights not expressly granted in this Agreement are reserved by BAC;
      6. they do not reproduce, loan, sell or licence the Images or use the Images to produce materials for sale without the prior written consent of BAC; 
      7. if the Client's Request is granted automatic approval by BAC, BAC grants to the Client a non-exclusive, non-transferable, revocable licence to use the Images outlined in the Client’s Request, for the sole purpose of positively promoting [Brisbane Airport], in accordance with the terms and conditions of this Agreement; and
      8. it maintains at all times, in BAC’s view, a reputation of high standing, within the aviation industry and other related industries.
          
4. CLIENT’S REGISTRATION DATA AND ACCOUNT SECURITY
   1. The Client agrees to:
      1. pay any fees associated with use of content from the Image Gallery. All invoices must be paid in Australian dollars;
      2. provide accurate, current and complete information as may be prompted by any forms on the Image Gallery (the Client’s Registration and the Client’s Request);
      3. maintain and promptly update the Client’s Registration, and any other information the Client provides to BAC, to keep it accurate, current and complete;
      4. maintain the security of the Client’s password and identification, this means their username and password to the Image Gallery is individual and protected (i.e. every Client must have their own username and password, regardless of whether they work for the same company) and these details must not be disclosed to any other party under any circumstances;
      5. notify BAC immediately of any unauthorised use of the Client’s account or other breach of security;
      6. accept all responsibility for any and all activities that occur under the Client’s account; and
      7. accept all risks of unauthorised access to the Client’s Registration and any other information the Client has provided to BAC.
          
5. CLIENT’S ACKNOWLEDGEMENT
   1. The Client acknowledges that:
      1. an approval of the Client Registration does not constitute permission in any way to deal with or obtain any of the Images;
      2. BAC may in its absolute discretion, and without notice, decide whether to accept or reject the Client’s Registration and/or the Client’s Request;
      3. BAC may in its absolute discretion, and without notice, instruct the Client to permanently remove Images from the Client’s material;
      4. BAC may in its absolute discretion, and without notice, deregister a Client from the Image Gallery; and
      5. BAC does not make any representation or warranty with respect to the use of names, likenesses, trademarks, logos, uniforms, buildings, signs, registered or copyrighted designs, or works of art depicted in the Images. The Client is responsible for ensuring that all necessary rights, consents, licences or permissions that may be required are obtained prior to publication, reproduction or other use of the Images.
          
6. CLIENT’S WARRANTY
   1. The Client warrants that:
      1. the information provided to BAC contained in the Client’s Registration is accurate at the date the Client’s Registration was submitted for approval to BAC;
      2. in the event that any of the information contained in the Client’s Registration changes from that provided to BAC, the Client will notify BAC within seven (7) days of becoming aware of such a change;
      3. the information provided to BAC contained in the Client’s Request is accurate at the date the Client’s Request was submitted for approval to BAC; and
      4. in the event that any of the information contained in the Client’s Request changes from that provided to BAC, the Client will notify BAC within seven (7) days of becoming aware of such a change.
          
7. CONDITIONS OF USE OF THE IMAGES
   1. Presentation Requirements
      1. Subject to paragraph 7.a(ii), the Client must not without the prior written consent of BAC use the Images in a manner that is inconsistent with the terms of this Agreement.
      2. The Client may, if necessary, crop Images.
   2. Website Requirements
      1. The Client must limit all BAC still Images displayed on a website to a maximum of 72 dots per inch (DPI).
   3. Incorporation into Artwork
      The Client must ensure, where it incorporates into any artwork or other material the Images, that:
      1. the final artwork and other material is of a professional standard;
      2. the Images are not demeaned or disparaged in any way by its incorporation; and
      3. the Images are used in their entirety and in their original colours.
   4. BAC Attribution Requirements
      The Client, when using or presenting Images in any medium, must attribute the photographer and BAC, as well as the copyright owner (if applicable) as the source and owner of the Images, by providing in a reasonably prominent location:
      1. a credit line to the photographer, Brisbane Airport Corporation and (if applicable) the copyright owner;
         and, in the case of online executions:
      2. a link to the internet address: www.bne.com.au
          
   5. BAC Captioning and Context Requirements
      The Client must at all times, when using or presenting the Images in any medium ensure:
      1. Images are captioned appropriately; and
      2. Images are used in relevant context i.e. imagery is appropriate and relevant to the body of text where it is placed.
   6. Verification of Use of Images and Logo
      1. Within one (1) month of using the Images in a publication, the Client must forward a copy of the publication either electronically or in hard copy to BAC.
      2. Within seven (7) days of using the Images on a website, the Client must notify BAC of the uniform resource locator (URL) of that website.
          
8. ELECTRONIC STORAGE
   1. The Client agrees that:
      1. Images must not be duplicated, scanned or electronically retained except as necessary for the purpose specified in the Client’s Request;
      2. they may download the Images only onto one computer hard drive or other computer medium and may not make, use or distribute copies of the Images for any purpose other than that specified in the Client’s Request;
      3. they may not store the Images on any image storage jukebox, network configuration or similar computer network arrangement;
      4. unless otherwise agreed by BAC, the Images must be deleted from all electronic and removable media and any other copies of the Images must be destroyed no more than sixty (60) days from the date on which the Images is downloaded; and
      5. until the Client deletes or otherwise destroys all copies of the Images, the Client must ensure that any identification number and copyright information included with the Images is retained.
          
9. INTELLECTUAL PROPERTY
   1. This Agreement does not confer on the Client, any rights of ownership in the Images.
   2. The Client acknowledges that the BAC Logos are trademarks owned by BAC.
   3. All intellectual property rights in the Images, including but not limited to copyright and trademark rights, will remain vested in BAC and are unaffected by this Agreement and the Client’s licence granted under this Agreement.
       
10. INDEMNITY
    1. The Client will indemnify and keep indemnified BAC against any loss, costs, expenses, damages and liability of any kind, which BAC may sustain or incur, arising directly or indirectly from any claim relating to the use of the Images, made or permitted to be made by the Client, or relating to any derivative artwork or other material by or on behalf of the Client which incorporates the Images.
        
11. DISCLAIMER
    1. The Image Gallery, Images are provided ‘as is’ and BAC and its directors, employees, content providers, agents and affiliates exclude, to the fullest extent permitted by applicable law, any warranty, express or implied, including, without limitation, any implied warranties of merchantability, satisfactory quality or fitness for a particular purpose. BAC will not be liable for any damages of any kind arising from the use of the Image Gallery or its content, or the unavailability of the same, including, but not limited to lost profits, and direct, indirect, incidental, punitive and consequential damages. The functions embodied on or in the content of the Image Gallery are not warranted to be uninterrupted or without error. The Client, not BAC, assume the entire cost of all necessary servicing, repair or correction due to the Client’s use of the Image Gallery or the Images. BAC make no warranty that the Image Gallery or the Images are free from infection by viruses or anything else that has contaminating or destructive properties.
        
12. EXCLUSION OF LIABILITY
    1. The Client agrees that in no event shall BAC be liable for any direct, special, indirect or consequential damages, or any other damages of any kind, including but not limited to loss of use, loss of revenue, loss of profits, loss of production, loss of data, loss of goodwill or credit, loss of reputation or future reputation or publicity, loss or denial of opportunity, or increased or wasted overhead costs whether in an action in contract, tort (including but not limited to negligence) or otherwise arising out of or in any way connected with the use of the Image Gallery, the services, the Images or the materials contained in or accessed through the Image Gallery, including without limitation any damages caused by or resulting from reliance by the Client on any information obtained from the Image Gallery, or that result from mistakes, omissions, interruptions, deletion of files or email, errors, defects, viruses, delays in operation or transmission or any failure of performance, whether or not resulting from acts of God, communications failure, theft, destruction or unauthorised access to Image Gallery records, programs or services. In no event shall the aggregate liability of BAC, whether in contract, warranty, tort (including negligence, whether active, passive or imputed), product liability, strict liability or other theory, arising out of or relating to the use of the Image Gallery exceed any compensation the Clients pays, if any, to the BAC for access to or use of the Images from the Image Gallery.
        
13. QUALITY OF PRODUCT
    1. BAC does not make any representations or warranties that Images obtained from the Image Gallery are entirely free from errors in accuracy, correctness or reliability.
    2. BAC offers a search feature within the Image Gallery. BAC explicitly disclaims any responsibility for the content or availability of information contained in the search index or directory. BAC also disclaims any responsibility for the completeness or accuracy of any directory or search result.
        
14. LINKS
    1. Links to the Image Gallery

The Client may not use Images, or other proprietary graphic of the Image Gallery to link to the Image Gallery without the express written permission of BAC. Further, the Client may not frame any Images, or other proprietary information, including the Image Gallery content, without BAC's express written consent.

2. Links within the Image Gallery
   BAC makes no claim or representation regarding, and accepts no responsibility for, directly or indirectly, the quality, content, nature or reliability of third-party websites accessible by hyperlink from the Image Gallery, or websites linking to the Image Gallery. Such sites are not under the control of BAC and BAC is not responsible for the contents of any linked site or any link contained in a linked site, or any review, changes or updates to such sites. BAC provides these links to the Client only as a convenience, and the inclusion of any link does not imply affiliation, endorsement or adoption by BAC of any site or any information contained therein. When the Client leaves the Image Gallery, the Client should be aware that BAC’s terms and policies no longer govern. The Client should review the applicable terms and policies, including privacy and data gathering practices, of any site to which the Client navigates from the Image Gallery.

The Client’s participation, correspondence or business dealings with any third party found on or through the Image Gallery, regarding the payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between the Client and such third party. The Client agrees that BAC shall not be responsible or liable for any loss, damage or other matters of any sort incurred as the result of any such dealings.

15. PRIVACY
    The Client may be asked to input information about themselves on different areas of the Image Gallery. If BAC collect personal information from the Client, BAC will deal with that personal information in accordance with its Privacy Policy and any additional terms and conditions displayed in the Image Gallery.
     
16. AMENDMENTS
    1. BAC may, in its absolute discretion, at any time change the terms and conditions set out in this Agreement.
    2. When BAC make changes, BAC will revise the "Last Updated" date at the top of the Agreement.
    3. Any changes will be effective immediately upon posting on the Image Gallery.
    4. The Client’s continued use of the Image Gallery following the posting of changes will constitute the Client’s acceptance of such changes.
        
17. TERMINATION
    1. If the Client breaches a clause contained in this Agreement, BAC may terminate this Agreement immediately.
    2. Upon termination of this Agreement:
       1. all licence rights granted to the Client will immediately cease;
       2. the Client must return to BAC all copies of Images; and
       3. the Client must delete or destroy all copies of Images held by the Client in electronic form, unless otherwise agreed by BAC.
           
18. CLAUSES TO SURVIVE TERMINATION

a.   All of the following clauses will survive termination of this Agreement:

1. Clause 3 – Limitation’s on Grant of Licence;
2. Clause 4 – Client’s Registration Data and Account Security;  
3. Clause 5 – Client’s Acknowledgement;
4. Clause 6 – Client’s Warranty;
5. Clause 7 – Conditions of Use of the Images;
6. Clause 8 – Electronic Storage;
7. Clause 9 – Intellectual Property;
8. Clause 10 – Indemnity;
9. Clause 11 – Disclaimer;
10. Clause 12 – Exclusion of Liability;
11. Clause 13 - Quality of Product;
12. Clause 14 – Links; and
13. Clause 15 – Privacy
14. Clause 16 – Amendments
     

19. NOTICES

1. All notices, approvals, consents, return of material or other communications required or permitted to be given under this Agreement, unless required otherwise, must be delivered by prepaid postage or certified mail, by hand or electronic mail to the BAC Contact Person:

Head of Brand & Digital Communications Manager
Brisbane Airport Corporation Pty Ltd
PO Box 61
Hamilton Central QLD 4007
AUSTRALIA
brand@bne.com.au

2. For the purposes of clause 19(a), a notice is deemed given:
   1. five (5) days after deposit in the mail with postage prepaid or certified;
   2. when delivered by hand;
   3. if sent by electronic mail, when that electronic mail is received into BAC’s electronic communication system, as evidenced by computer records of BAC.
       

20. GENERAL
    1. A party shall not assign or otherwise deal with this Agreement or any right under this Agreement without the prior written consent of the other party. 
    2. If a court determines that a word, phrase, sentence, paragraph or provision in this arrangement is unenforceable, illegal or void then it shall be severed and the other provisions of this arrangement shall remain operative.
    3. Each party will promptly do and perform all acts and execute and deliver all documents (in a form and context reasonably satisfactory to that party) required by law or reasonably requested by the other party to give effect to this Agreement.
    4. This Agreement shall be governed by and construed in accordance with the law for the time being in force in the Queensland, Australia and the parties hereto submit to the jurisdiction of the courts of Queensland, Australia, in respect of all matters arising hereunder or related hereto.