1. 1.The following terms apply to all viewing and usage of media provided by SkyCaféMix.
   

2. 2.SkyCaféMix is controlled and operated by Lawrence Corporation, based in Tokyo, Japan (“Lawrence”).
   

3. 3.All Material (photos, videos, text, etc.) made available here is the property of SkyCaféMix and/or its licensors. The moral rights of Lawrence and all authors of the images and other content represented on the site are asserted.
   

BASIC VIEWING

4. 4.Subject to these Terms of Usage, we grant you a limited, temporary, revocable, and non-exclusive license to access, browse and use the site for your personal and nonexclusive use only, except where specifically stated otherwise. Subject to these Terms of Usage and applicable law, no part of the site may be used, reproduced, duplicated, copied, sold, resold, accessed, modified, or otherwise exploited, in full or in part, for any purpose without our prior written consent.
   

5. 5.In particular, you are not permitted to republish any part of the site on another site, in any other medium (print, electronic or otherwise) or as part of any service (whether or not commercial) without our prior written permission. All the intellectual property rights referred to above remain owned by us or our relevant licensor.
   

6. 6.While accessing, browsing and/or using the site you must: (a) comply with all applicable laws, regulations and codes; (b) not deep-link to and/or frame or use framing techniques to enclose the site, or any part of the site, without our prior written permission; (c) not modify, or attempt to modify, all or any part of the content on the site; and/or (d) not gain or attempt to gain unauthorized access to the site, the server on which the site is stored or any third party server, computer or database connected to the site.
   
   COMMERCIAL USE
   

7. 7.Users who receive passwords from Lawrence, or who pay Lawrence, may be allowed to download Material and use them in accordance with these Terms of Usage. To do so, you agree to enter the appropriate license, to follow these terms and any specified such as usage period, territory and format, and to pay the specified fees.
   

8. 8.Accurate information must be provided when registering, paying, etc. especially with regard to contact information, publication, size of image, period, circulation and territory. If you are given login details for downloading you are responsible for maintaining the secrecy of such information, and you will be held responsible for any charges arising from unauthorized downloads or usages.
   

9. 9.At any time and without giving you any advance notice, we may permanently or temporarily and for any reason: (a) terminate, suspend or deny your access to the site (whether in whole or in part); and/or (b) remove or edit any content on the site. In such circumstances all our liability (as well as the liability of our directors, officers, shareholders, employees, agents or other representatives) for any loss whatsoever arising from our removing or editing content and/or your limited use of or inability to use the site (either in whole or in part) is excluded, insofar as it is possible to do so in law.
   

10. 10.All Content on the site is provided on an “as is” basis. To the extent permitted by law, all conditions, warranties and other terms which might otherwise by implied by statute, common law or the law of equity are now expressly excluded and no representations, warranties or terms of any kind are made in respect of the site or the Content, including, without limitation, warranties of satisfactory quality, conformity to contract, accuracy, adequacy, conformity to description or fitness for any particular purpose. Lawrence shall not be held liable in any way regarding appropriateness or authorization related to production of the Material, since such issues are the responsibility of the photographer.
    

11. 11.Neither we nor any of our providers or affiliates gives any warranty or guarantee: (a) relating to the availability of the site; or (b) that the site and/or our operation of it, the Content or the server that makes the site or the Content available, are error or virus free or free of other harmful components; or (c) that your use of the site will be uninterrupted.
    

12. 12.We will not be liable, whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation or otherwise, for any loss of profits; loss of business; depletion of goodwill or similar losses; loss of anticipated savings; loss of contracts; loss of use; loss or corruption of data or information; or any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses, incurred by any user in connection with our site, any sites linked to it and/or any content on it.
    

13. 13.Other websites which you may access via links available on this site are not in any way controlled or endorsed by us and we are not responsible for any content on those sites.
    

14. 14.We reserve the right to change these terms and conditions (and/or our Terms & Conditions of Submission and Reproduction of Images) at any time without notice. Any changes will be effective immediately upon posting to the site. Your continued access, browsing, downloading or other use of the site constitutes your agreement to all such terms and conditions.
    

15. 15.Our failure to exercise or enforce any of our rights will not be deemed to be a waiver of such rights nor bar their exercise or enforcement in future.
    

16. 16.If you do not agree to these Terms of Usage, you may notify us in writing and return or (if a digital copy) destroy all Material within 5 days, and cease to use and or access the website and the materials.
    
    SUPPLY OF MATERIAL
    

17. 17.The Material is provided on loan and shall be deemed to have been delivered unless otherwise notified within 24 hours of Material being made available. You are responsible for the Material until you have returned or deleted it. Payment of the rental fee does not entitle you to keep the Material after the date of return, deletion or end of agreed publication period. You may be liable for charges associated with unauthorized usage.
    

18. 18.In the case of physical Material being provided, the return date is unless otherwise agreed 4 weeks after the date of delivery, and you are responsible for its safety from the time of receipt from us to its arrival back at the office designated in our delivery note, and you must provide a delivery notes specifying the material being returned, and provide insurance as necessary to ensure its safety. In the event that physical Material has been damaged by your usage or in transit during return to us, you may be liable for charges appropriate to replacement, including potentially compensation for lost or damaged Material.
    

19. 19.The use, reproduction, publication or other dealing with or acting upon, by whatever means and howsoever, of the whole or any part of any Image (including, without limitation, slide projection, artist's reference, artist's illustration, layout or presentation of Images) (together referred to as “Use” or “Usage”) is strictly forbidden without our specific written permission. You only have the right to Usage if you and Lawrence both agree to the restrictions on usage, and you have paid required fees to Lawrence.
    

20. 20.Any Use without swift payment of the specified or invoiced amount, or Use outside the terms of any license from Lawrence constitutes an infringement of copyright and also a breach of these terms and conditions entitling us to rescind and claim damages. You hereby indemnify us, and will keep us indemnified, on demand in respect of any claims, damages, costs or expenses we incur arising from any Use of any Image supplied or made available to you whether or not we enter into a license with you. Your Use, receipt, possession and our supply or our making available of Images to you is entirely at your risk. You must satisfy yourself that all necessary rights, model releases or consents which may be required for the possession and/or Use of any Image are obtained and that your possession and any proposed Use of any Image is not obscene, indecent, libelous, unlawful or otherwise may give rise to any claim or liability. We make no claim or warranty with regard to your possession or Use of any Image or any content, names, text, people, trade marks or copyright material depicted or otherwise made available in or with any Image. You now indemnify us, and will keep us indemnified, on demand from and against all losses, claims, liabilities, costs, awards, fines, expenses (including legal fees) and damages of any nature whatsoever and whether or not reasonably foreseeable or avoidable incurred or suffered by us as a result of or in connection with the possession or Use of any Image supplied or made available to you by us or on our behalf.
    

21. 21.The Images (including all associated documentation and data), your possession of them, our supply or our making available of them to you, together with our identity as the supplier of the Images are our confidential information. You must not use this confidential information for any purpose (other than Image review in accordance with these terms and conditions) unless and until we grant Usage rights by way of a license or we otherwise consent in writing. The obligations in this clause do not apply to any Image where Usage rights have been granted by way of a license or to any information which: (a) was in your possession (with full right to disclose) before you received it from us; (b) is public knowledge otherwise than as a result of any breach of these terms and conditions or any similar clause in any other relevant agreement; or (c) you are required to disclose by order of a court of competent jurisdiction or governmental, supervising or regulatory body. The obligations set out in this clause shall continue indefinitely. You now indemnify us, and will keep us indemnified, on demand from and against all losses, claims, liabilities, costs, awards, fines, expenses (including legal fees) and damages of any nature whatsoever and whether or not reasonably foreseeable or avoidable incurred or suffered by us as a result of or in connection with any breach of your obligations under this clause.
    

22. 22.Usage rights (if granted ), unless otherwise agreed in writing are
    (a) subject to these terms and conditions and any terms and conditions set out in the delivery note and license;
    (b) non-exclusive reproduction rights for single use only in the specified territory. A single use means a reproduction in one size for one edition of a single publication, published in one language only;
    (c) strictly limited to the use, period of time and territory stated in the license;
    (d) personal to you and not assignable by you to any third party.
    

23. 23.If we agree that you may license the use of any Image to any third party, you shall enter into an agreement with such third party to ensure that they are bound by license terms restricting printing, copying, networking, multiple access or other Use of the Images to personal use only, forbidding the assignment, resale, rental and lending of the Image and ensuring that credit is given to us and the author.
    

24. 24.Unless otherwise directed by us in writing, you must credit us and the author as specified by us every time an Image is used. If you fail to credit the Image an additional 50% of the original license fee will be payable. Credit shall read (c) SkyCaféMix, or if the photographer’s name is attached then Photographer’s Name / SkyCaféMix.
    

25. 25.Images shall not be altered or used in such a way as to misrepresent the subject of the image, nor with malice.
    

26. 26.Usage is limited to editorial (not advertising) use unless otherwise specified and mutually agreed.
    
    ADDITIONAL NOTES ON DIGITAL USAGE
    

27. 27.If the publication is online, a hyperlink to the SkyCaféMix website is necessary.
    

28. 28.If used in a print publication, and if there is a web version of said publication, usage on the web for the same article and size of usage is granted without additional charge.
    

29. 29.Metadata embedded in the Material, including credit line shall not be deleted.
    

30. 30.You may not create, store or transmit Digital Images without our express written permission except so far as is incidentally and wholly necessary to the process of producing items licensed by us.
    

31. 31.You hereby indemnify, and will keep indemnified, Lawrence and the creators of the Material, on demand from and against any legal action, damages or other costs which may result from any such unauthorized use; and (d) you agree to destroy all Digital Images including any pre-press or pre-production copies of the Images and any copies or records of the Images held on a database within 90 days after the date of receipt of the Images or completion of the maximum production run, or expiry of the license term, whichever is later.
    

32. 32.You may save/download low-resolution "watermarked" Images from our website for evaluation and composition/layout purposes only. You may NOT use watermarked Images in any final products for distribution in printed or electronic form either inside or outside your company. Without limitation to the foregoing, you may NOT use watermarked Images for making a presentation to a client or make any other Use of Images without our prior written permission. You may not modify or remove any visible or invisible electronic watermark on any Image. You may not redistribute or sublicense any Image or other content supplied by us or downloaded from our website.
    

33. 33.At our discretion, we may email to you a sales report detailing Material Usage and Charges related thereto, and the content of such reports shall be deemed correct and binding unless any error is manifest, or we have received your notification within 5 working days after the date of its mailing to you. Such notification must be in writing and should be made by e-mail, fax, first class post or by hand.
    
    MISCELLANEOUS
    

34. 34.While we take reasonable care in the performance of our obligations under these terms and conditions, we shall not be liable for any loss or damage suffered by you or by any third party arising from your receipt of any Image, possession of any Image, our supply or making available to you of any Image or your Use of any Image or its caption. Damages for any other breach shall be limited to the license fee paid by you. Nothing in this clause excludes or restricts our liability for fraud or for death or personal injury caused by our negligence or the negligence of our directors or employees.
    

35. 35.Payments are to be made in advance via the online purchase system, or if mutually agreed then payment must be made within 30 days of delivery of Material. If it is mutually agreed to pay based on invoice, then payment must be within 30 days of receipt of invoice. Any other payment period must be agreed by us in writing. If you do not pay in accordance with these terms then we may at our option rescind this agreement and recover damages, or charge a reasonable amount of interest.
    

36. 36. Legal jurisdiction for these Terms of Usage shall be Tokyo District Court, Japan. No variation of these terms and conditions shall be effective unless agreed by Lawrence in writing.
    

37. 37. Any license granted shall terminate immediately upon your death, liquidation, entering receivership, or failing to perform any of your obligations under these Terms of Usage within 14 days after our giving notice to comply. In the event of termination, all rights granted will immediately revert to us and, without prejudice to our other rights, any further exploitation or Use of any Image shall constitute an infringement of copyright and breach of these terms and conditions.
    

38. 38.If you fail to settle any invoice within the timescale set out in these Terms of Usage or any other such timescale which may have been agreed by Lawrence with you in accordance with these terms and conditions, all unpaid invoices will, upon demand by us, become payable within 5 working days after the date of our demand.
    

39. 39.Any publication right arising from your use of any Image shall vest in us and you hereby assign all such rights arising to us.
    

40. 40.Our failure to exercise or enforce any of our rights will not be deemed to be a waiver of such rights nor bar their exercise or enforcement in future.
    

41. 41.These terms and conditions shall be governed by the laws of Japan and the parties agree to submit the jurisdiction of the Tokyo District Court, such jurisdiction to be exclusive, save for infringement of copyright or non-payment of our invoices where it will be non-exclusive.
    

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