Copart UK Limited Image and Data Licence Agreement
Last updated on 3 November 2010
1. ACCEPTANCE OF TERMS
1.1 Copart UK Limited, its parent companies, its subsidiaries and its affiliates (“Copart”) is the owner of certain rights to certain Licensed Materials (as defined below) and Copart wishes to grant to each registered Copart member in good standing (the “Licensee”) a license to use the Licensed Materials in accordance with terms of this Image and Data License (“Licence”), which may be updated by Copart from time to time without notice. You can review the most current version of this Licence at any time at http://images.copart.com/website/data/graphics/copartuk/public/pdf/license.pdf. In addition, when using particular Copart services, you shall be subject to any posted guidelines, rules, Copart Terms and Conditions of Purchase and Use, Copart Website Terms of Service and/or policies and procedures applicable to such services, which may be posted from time to time. All such items are hereby incorporated by reference into this Licence. Copart’s Terms and Conditions of Purchase and Use can be viewed at http://images.copart.com/website/data/graphics/copartuk/public/pdf/terms.pdf. Copart’s Website Terms of Service can be viewed at http://images.copart.com/website/data/graphics/copartuk/public/pdf/tos.pdf.
2. DEFINITIONS
2.1 The term “Copart’s Website” shall mean the internet site at www.copart.co.uk.
2.2 The term “Copart Vehicles” shall mean all items posted for sale on Copart’s Website.
2.3 The term “Licensed Materials” shall mean:
2.3.1 the “Photographs”, which shall mean digital images of Copart Vehicles posted for sale on Copart’s Website; and
2.3.2 the “Data”, which shall mean written information regarding Copart Vehicles posted for sale on Copart’s Website.
3. GRANT OF LICENCE
3.1 Copart hereby grants to the Licensee a limited, non‐exclusive, revocable license to use the Licensed Materials on the Licensee’s website.
3.2 The license granted by this clause 3 shall not include the right to grant sublicenses. The license shall be specifically limited to the following uses (the “Permitted Uses”):
3.2.1 the right to download the Licensed Materials from Copart’s Website and display the Licensed Materials on the Licensee’s website for the purpose of 101103 Page 1 of 5
marketing the purchase, brokering, import/export, and/or transportation of
Copart Vehicles in the condition shown in the Photographs; and
3.2.2 the right to email downloaded Licensed Materials for specific Copart
Vehicles to the Licensee’s customers where requested by a customer of the
Licensee for the purpose of marketing the purchase, brokering,
import/export, and/or transportation of Copart Vehicles in the condition
shown in the Photographs.
3.3 Notwithstanding the foregoing, the license granted by this clause 3 shall not include
the right to download, upload or transmit any trademarks, service marks, trade
names, domain names, designs, graphics, colours and other indicia (including
without limitation website designs) used or intended to be used in connection with
Copart’s business. The appearance of Copart marks or other indicia used or intended
to be used in connection with Copart’s business in Photographs or Data does not
imply any rights thereto; the license granted is strictly limited to the rights expressly
provided herein.
3.4 The Licensee shall take all reasonable steps necessary to prevent the reproduction
and/or further transmission of the Licensed Materials by third parties.
3.5 Except as otherwise provided herein, the Licensee shall not enable or cause any third
party to use the Licensed Materials.
3.6 The Licensee shall download the Data from Copart’s Website solely by downloading
the Sales Data .csv file available to Licensee on Copart’s Website through the “Get
New CSV Sales Data” link (http://member.copart.co.uk/c2/csvsaledata.html).
Photographs may only be downloaded by following the directions set forth in this
clause 3.6. The Licensee shall not use data scraping, page spidering, web crawling,
data extraction, web scraping, page scraping, web page wrapping, HTML scraping,
or any other method to obtain the Licensed Materials for a Permitted Use.
3.6.1 Copart uses a standard naming convention for the Photographs. There are
typically ten (10) large Photographs, and ten (10) thumbnail Photographs for
each item offered at Copart. The filenames for large Photographs end in
“_AX”, “_1X”, “_2X”, …“_9X”; thumbnail Photograph filenames end in
“_A”, “_1”, “_2”, …“_9”.
3.6.2 Links to Photographs may be embedded in the Licensee’s website for a
Permitted Use using the following process:
(a) take the Photograph link provided for the desired vehicle from the
.csv file downloaded from Copart’s Website and strip off all
characters starting with the underscore (_) to the end (for example:
images.copart.com/website/data/pix/20061226/05292538);
(b) copy this link, appending “_A”, “_1”, …“_9”, and then “_AX”,
“_1X”, …“_9X”. (for example:
images.copart.com/website/data/pix/20061226/05292538_1 and
images.copart.com/website/data/pix/20061226/05292538_1X). This
will enable the Licensee to embed any or all of the Photographs into
the Licensee’s website.
4. TERMINATION
4.1 Copart may terminate this Licence in its sole and absolute discretion at any time forthwith upon notice to the Licensee. In no event shall Copart be deemed to have any obligation to make available the Photographs and/or the Data to the Licensee or otherwise. The license granted herein shall automatically and immediately terminate without notice upon any failure of the Licensee to maintain good standing as a registered Copart member.
4.2 Termination of this License for any reason shall be without prejudice to any rights Copart may have against the Licensee which may have accrued before the date of such termination.
4.3 Upon termination of this License, the Licensee shall immediately discontinue all use of the Licensed Materials, and shall destroy all copies thereof. Any use by the Licensee of the Licensed Materials following such termination shall constitute an intentional and wilful infringement of Copart’s intellectual property rights.
5. QUALITY CONTROL
5.1 The Licensee shall undertake to ensure that any and all content within the Licensee’s website(s):
5.1.1 does not infringe upon the copyright, trademark, design, patent or other intellectual property rights of any third party;
5.1.2 does not contain material which is obscene, offensive, upsetting, defamatory or in violation of any third party’s privacy or publicity rights or is in any way unsuitable for the purposes and intended uses of the website, and
5.1.3 does not compromise and cannot be used for any purpose or activity of an illegal, fraudulent or defamatory nature.
6. ACKNOWLEDGEMENT OF OWNERSHIP
6.1 The Licensee acknowledges and agrees that Copart is the owner of the Licensed Materials. The Licensee undertakes not to challenge the validity of Copart’s title to the Licensed Materials and not to oppose, petition to cancel or otherwise challenge any applications filed or registrations, patents, grants or other rights received by Copart in respect of such Licensed Materials.
6.2 All rights created by or arising from any use of the Licensed Materials by the Licensee shall be and remain the sole and exclusive property of Copart and the Licensee hereby waives and renounces any and all claims to such rights.
6.3 The Licensee undertakes that it shall neither register or claim rights nor attempt to register or claim rights in the Licensed Materials (including without limitation domain names) alone or as part of its own marks or URLs in any jurisdiction.
6.4 The Licensee undertakes not to use Copart’s marks or logos and further undertakes not to use Copart’s name in any domain name that the Licensee may apply for or register.
7. REPRESENTATIONS AND WARRANTIES
7.1 The Licensee acknowledges, understands, represents and warrants that: (i) it is in possession of the full right, power and authority to enter into this Licence; (ii) all activities conducted by the Licensee and its employees, officers, directors, agents, affiliates, contractors and the like shall be in full compliance with the provisions of this Licence and shall not violate any laws, rules, regulations, policies, requirements, third‐party rights and the like of such parties or governmental, administrative or judicial authorities; (iii) it is the owner of the Licensee’s website(s); and (iv) that its contact information on file with Copart is and shall remain accurate and up‐to‐date.
7.2 Notwithstanding any other provision of this Licence, Copart MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER, express or implied, by operation of law or otherwise including without limitation:
7.2.1 ANY WARRANTIES OR REPRESENTATIONS OF (a) merchantability; (b) fitness for a particular purpose; (c) quality, operation or performance; (d) suitability for customers; or (e) non‐infringement of the rights of third parties, including without limitation any trade mark or other intellectual property rights; and
7.2.2 WITH RESPECT TO (a) the Licensed Materials; (b) the use of the Licensed Materials by the Licensee, Copart or others; (c) the Copart Vehicles, or (d) other products, services, equipment, information, tangible or intangible property, or activities used, developed, provided or performed by the Licensee, Copart or third parties, unless otherwise agreed upon in writing by Copart.
8. INDEMNIFICATION AND HOLD HARMLESS
8.1 Copart and its officers, directors, employees, agents, attorneys, parent companies, subsidiaries and affiliates (the “Copart Counterparties”) shall have no obligation to indemnify or hold the Licensee harmless from and against, and shall not be responsible or liable for, any claims, demands, liabilities, damages, losses, costs, expenses, legal fees and settlements (“Claims”) with respect to any action, inaction or activities by the Licensee, the Copart Counterparties and/or any third parties concerning, either directly or indirectly, the subject matter of this Licence.
8.2 The Licensee shall be solely responsible and liable for, with no liability or responsibility on the part of the Copart Counterparties or any third party engaged by the Copart Counterparties and shall indemnify, defend and hold the Copart Counterparties harmless from and against any and all Claims, which the Copart Counterparties may sustain:
8.2.1 arising from the Licensee’s use, publication and/or transmission of the Licensed Materials and/or the sale or brokering of Copart Vehicles by or through the Licensee and/or its affiliates and end‐users;
8.2.2 resulting from any inaccurate representations or warranties made by the Licensee in this Licence;
8.2.3 resulting from any breach or default in the performance or observance of any of the covenants or obligations of the Licensee hereunder; and
8.2.4 arising from any of the Licensee’s obligations or liabilities.
The Licensee’s obligations under this clause 8.2 shall survive termination of this Licence.
9. ENFORCEMENT AND PROTECTION
9.1 The Licensee shall immediately notify Copart of any unauthorised use or misuse of the Licensed Materials. The Licensee shall provide Copart with prompt written notice of any claim of infringement, misuse or the like commenced or threatened to be commenced against the Licensee with respect to the Licensed Materials.
10. MISCELLANEOUS
10.1 No partnership, joint venture, employee/employer or franchisor/franchisee relationship arises between Copart and the Licensee by reason of this Licence. The Licensee shall not have the power to obligate or bind Copart. The Licensee shall neither state nor imply, either directly or indirectly, that the Licensee or its activities, other than pursuant to exercise of this Licence, are supported, endorsed or sponsored by Copart and, upon Copart’s request, shall issue express disclaimers to such effect. The Licensee shall place an express disclaimer at the bottom of the Licensee’s website(s) stating that the Licensee is neither affiliated with nor endorsed by Copart.
10.2 This Licence shall be governed by the laws of England and Wales and the parties hereby submit to the exclusive jurisdiction of the Courts of England and Wales.
10.3 This Licence shall be binding upon and shall inure to the benefit of the parties and their respective officers, directors, representatives, agents, employees, affiliates, successors, assigns, personal and legal representatives and heirs PROVIDED THAT this Licence is personal to the Licensee and the Licensee shall not assign or otherwise transfer this Licence or any part of it to any third party without the prior written consent of Copart. This Licence shall be binding upon the Licensee in the event that Copart merges or consolidates in any fashion or is sold to any third party. Such third party shall have the same rights as Copart hereunder.
10.4 This Licence supersedes and cancels any and all previous agreements and understandings between the parties pertaining to the subject matter hereof, and this instrument comprises the complete and final expression of the rights, obligations, duties and undertakings of the parties and sets forth all consideration, covenants, undertakings and inducements pertaining hereto.
10.5 The failure of Copart to exercise or enforce any term, covenant or condition of this Licence shall in no event be deemed to be a waiver of any term, covenant or condition of this Licence, or any subsequent waiver of the same term, covenant or condition. Copart shall have the right to declare a default or breach under this Agreement regardless of the number of times it has not declared such default or breach although entitled to do so.
10.6 If any provision of this Licence shall for any reason be held invalid or unenforceable, the parties agree that (a) the same shall not affect any other provision of this Licence and that the remaining provisions shall remain in full force and effect, and (b) that if the invalidity or unenforceability is due to the unreasonableness of any provision(s) of this Licence, the provision(s) shall nevertheless be effective as may be determined to be reasonable by a court of competent jurisdiction.
