EdwardBates Photography
RIGHTS-MANAGED END USER LICENSE AGREEMENT
This is a legal agreement between you, the “Licensee”, and EdwardBates Photography, the “Licensor”, for licensing reproduction rights for any image created by EdwardBates photography. Please read this agreement carefully before purchasing, downloading or using any EdwardBates Photography image(s). Your right to reproduce an image(s) is subject to the terms, conditions and restrictions set forth in this agreement as well as our general Terms of Use for use of this agreement, and is conditioned upon your full payment of the license fee prior to your reproduction of the image(s). By signing to this agreement, By clicking the "I accept" button or by downloading any image(s), you agree to be bound by the terms of this agreement. If you do not agree to be bound by all of the sections on this license agreement, do not purchase an image(s) from EdwardBates Photography, this site but instead click on the "cancel" button to decline this agreement and do not download any image(s).
1. Grant of License and Payment
If you are entering into this agreement on behalf of your employer, the license granted and restrictions and limitations recited herein apply to your employer, and to you as a representative of your employer.
You agree not to reproduce or use the High-Resolution image(s) in any manner including but not limited to layouts, photostats, scanning, digitalization or color separations until you first negotiate a use fee and pay our invoice for the uses you require. (Low-resolution images, including Thumbnails and Previews, may be used in materials for Test or Sample use ONLY, including Comps and Layouts.)
No rights are granted until payment is made to EdwardBates Photography, even though you have received an invoice. The INVOICE/COPYRIGHT LICENSE we grant is only to you and cannot be assigned or transferred without our proper written consent. Your use of an image is strictly limited to the parameters established on our INVOICE/COPYRIGHT LICENSE under "Use Rights Granted". Any use beyond those specified is a violation of U.S. copyright law. Should you fail to pay our invoice, we will contact your end client to notify them they are in violation of the U.S. copyright law and proceed with legal proceedings. In the event material from EdwardBates Photography is published or used in any way without first obtaining a proper INVOICE/COPYRIGHT LICENSE for that use, EdwardBates Photography may seek damages against you or the end user of the material. At its option, EdwardBates Photography may issue a retroactive use license for material used without proper license in place prior to use. Retroactive use license fees will be assessed at a rate of up to ten times the normal use rate. Unless specifically stated under "Use Rights Granted", licenses do not include any form of electronic reproduction of the image. Image may not be used in re-releases, subsequent or collective editions without first obtaining additional use rights.
The Image(s) is/are strictly limited to the specific use, medium, period of time, print run, placement, size of image, territory and any other restrictions specified in our INVOICE/COPYRIGHT LICENSE. The terms specified on the INVOICE/COPYRIGHT LICENSE shall not be modified without the express written consent of EdwardBates Photography. Any attempted deviation from the terms of our INVOICE/COPYRIGHT LICENSE is a violation of this agreement and the copyright act and shall nullify EdwardBates Photography's indemnity obligations, and the representations and warranties made by EdwardBates Photography hereunder. Fees assessed for your use of the Image(s) depends on the nature of the rights granted. You shall not undertake any expanded use of the Image(s) without the prior approval of EdwardBates Photography and the payment of any additional use fees required by EdwardBates Photography for such expanded use. You shall promptly notify EdwardBates Photography of any expanded use of the Image(s) for which you have not received EdwardBates Photography's prior approval, and shall pay to EdwardBates Photography any additional Use Fee required by EdwardBates Photography for such expanded use.
Any rights we grant to you for image(s) from this agreement are non-transferable. You may not re-sell, rent, loan, give, sublicense, or otherwise transfer to anyone the image(s) or the right to reproduce the image(s) (except insofar as it has been incorporated by you into one of the permitted uses outlined in the INVOICE/COPYRIGHT LICENSE) and nothing you produce shall grant or purport to grant to any third party a right to reproduce or duplicate the image(s). You agree to take all commercially reasonable steps to prevent third parties from reproducing, duplicating, or distributing the image(s).
2. Overdue Invoices
Your use of the image(s) is predicated on the payment in full for the use of the image(s). Should you use an image(s) and not make full payment, you are in violation of U.S. copyright law and subject to penalties. In such a case, EdwardBates Photography reserves the right, in its sole discretion, to revoke the license if payment is not made in full, and may use all legal means to collect damages. Unless you pay by Credit Card, all invoices are payable net thirty (30) days. A finance charge of 1.5% per month will be applied on any balances unpaid after thirty (30) days.
3. License Cancellation Fee
If EdwardBates Photography receives your request in writing to cancel the License within seven (7) days of the date of downloading or otherwise taking delivery of the Image(s), EdwardBates Photography may cancel this License Agreement and issue a credit to your account or credit card equal to one hundred percent (100%) of the License fee. No refunds or cancellations will be accepted after seven (7) days with the subsequent exception as mentioned in Section 7, “Warranty and Limitation of Liability”, Paragraph 2.
4. Additional Rights
If you are unsure of your usage rights under this agreement, or if you wish to use an image(s) in a manner not specified or permitted under this agreement, please contact EdwardBates Photography by telephone at 800-321-3239 or e-mail: pics@pacificstock.com.
5. Copyright
All images on this agreement are copyrighted. EdwardBates Photography and its represented photographers, who shot the image(s), own all rights to the image(s). All rights not specifically granted to you by the INVOICE/COPYRIGHT LICENSE are reserved. You agree to provide applicable copyright notice and/or protection of image(s)in your final product.
You do not acquire any right, title or interest in or to any image(s) by the download of an image(s) or by the granting of the license to reproduce an image(s). No copyright material shall be removed from any digital file.
6. Photo Credit & Samples
The following credit line must appear adjacent to any licensed image(s) utilized in an editorial manner: (Photographer’s name)/EdwardBates Photography.com
Unless otherwise agreed in writing, if any Licensed image(s) you reproduce for editorial purposes (i.e., for any non-promotional purpose) omits the credit line specified above, or any other credit line specified by EdwardBates Photography, the use fee will be doubled. You must register copyright in their name to afford protection to the photograph. Such copyright shall be immediately reassigned to EdwardBates Photography upon request, without charge. No photo credit is needed when used for advertising purposes. You agree to provide EdwardBates Photography with two copies of reproductions produced. It is agreed that EdwardBates Photography may use and publish the samples provided for its own self-promotion.
7. Warranty and Limitation of Liability
The representations and warranties of EdwardBates Photography made herein will have no force or effect if the licensed image(s) are used by you in any manner not specifically authorized in this agreement or you are otherwise in breach of this agreement.
EdwardBates Photography warrants to you that the digital or analog copy of the Licensed image(s) in the form downloaded by you or delivered by EdwardBates Photography by any means to you will be free from defects in material and workmanship (not including "artifacts" or other flaws inherent in prints of the particular vintage) for thirty (30) days from the date of delivery. The sole and exclusive remedy for a breach of the foregoing warranty is the replacement of the digital or analog copy of the Licensed Material or refund of the License fee paid by you, at EdwardBates Photography's option.
EdwardBates Photography makes no representation of warranty, either express or implied, included but not limited to any implied warranties of merchantability, fitness for any particular purpose, non-infringement, quality of image, or compatibility with any computer hardware or other equipment, operating system or software program.
Without limiting the foregoing, EdwardBates Photography gives no rights or warranties with respect to the use of names, trademark, logo types, registered or copyrighted designs or works of art depicted in any picture, and the user must satisfy itself that all necessary rights, consents or permission as may be required for reproduction are secured.
EdwardBates Photography has identified the caption for each image to the best of its ability, but cannot be held responsible for erroneous or incomplete caption information. EdwardBates Photography makes no representation or warranties as to the accuracy of the content, or that the use of the site will be uninterrupted or error free. The use of this site is at your own risk.
You may have additional rights under some state laws.
Under no circumstances will EdwardBates Photography, its directors, officers, employees, partners or agents or the owner of the images be liable to you for any direct, incidental, consequential, indirect or punitive damages as a result of the use of this agreement or from your access or use of the images on this agreement. In any event, the limit of liability of the copyright owner of the image and of EdwardBates Photography shall be the fee paid to EdwardBates Photography for the image(s).
All rights not specifically granted herein to you are reserved for EdwardBates Photography's use and disposition without any limitations whatsoever.
8. Indemnification
You agree to indemnify and to hold EdwardBates Photography, its officers, directors, employees, photographers and agents harmless from any claims, liabilities, losses and damages (including reasonable attorney's fees and expenses) arising from any use or reproduction of the image(s) and/or use of this agreement.
9. Condition of Licensed Image(s)
You are responsible for examining all licensed image(s) for possible defects prior to reproduction. EdwardBates Photography shall not be liable for any loss or damage suffered by you or any third party, whether directly or indirectly, arising from any alleged or actual defect in any Licensed image(s) or its caption or in any way from its reproduction.
10. Releases
Images marked "MR" and/or "PR" are released. However, no model releases or other releases exist on any Images unless the existence of such release is specified in writing by EdwardBates Photography. Always double check with us. You shall indemnify EdwardBates Photography against all claims arising out of the use of any Images where the existence of such release has not been specified in writing by EdwardBates Photography. In any event, the limit of liability of EdwardBates Photography shall be the sum paid to it per the invoice for the use of the particular photograph involved. EdwardBates Photography does not purport to own the copyright to any historical images it provides and that the user is responsible for obtaining any necessary permissions.
11. Use of Images
No images from this agreement may be used in connection with any potentially sensitive issue including, but not limited to sex, sexual preference, pornography, diseases of any kind, drug or alcohol abuse, domestic violence, mental or physical abuse, substance abuse, alcohol, tobacco products, pregnancy, birth control, physical or mental challenges, homelessness, political campaigns, plastic or cosmetic surgery or possible defamation or disparagement of character or product, without obtaining prior written consent from EdwardBates Photography.
You agree that you will not use the images for any unlawful purpose, or to defame any person, or to violate any person's right of privacy or publicity, or to infringe upon any trade name, trademark or service mark or any entity.
12. Electronic Delivery and Storage
For all licensed image(s) that you take delivery via download, you must provide the copyright symbol, our company name, EdwardBates Photography, and the Image Identification Number as part of the electronic file. In addition, you may only use a single copy of the image(s) on a single computer. You may only download the image(s) onto one (1) computer hard drive or other computer medium and may not otherwise make, use or distribute copies of the image(s) for any purpose except as otherwise provided in this agreement and the Invoice/Copyright License. Notwithstanding the foregoing, you shall be allowed to make one (1) backup copy for security reasons only. You may not use the image(s) on any image storage jukebox, network configuration or similar computer network arrangement.
Upon the expiration of the License or earlier termination of this agreement, any and all digital files which we supplied or you have created and stored in ANY format including but not limited to hard disk, tape, optical disk, CD-ROM, floppy disk or other media MUST BE DESTROYED from your computer or other electronic storage system. unless you plan to re-license use of the image, in which case you must notify us immediately for a fee reassessment.
Should EdwardBates Photography deliver to you digital files of our images, the delivery of those digital files is solely an accommodation to our clients. EdwardBates Photography does not warrant that the digital delivery will be on a timely basis, uninterrupted, error free or compatible with a client's particular system. EdwardBates Photography makes no warranty, either express or implied, including without limitation, any implied warranties of merchantability or fitness for a particular purpose. In no event shall EdwardBates Photography be liable for any direct, indirect, incidental, special or consequential damages arising out of or relating to the digital delivery of any image or otherwise.
13. Miscellaneous Terms
This agreement incorporates the entire understanding of the parties concerning the subject matter contained herein. No variation of any of the terms in this agreement shall be effective unless agreed to in writing by an authorized representative of EdwardBates Photography (Licensor) and you (Licensee).
No part of the content of EdwardBates Photography’s catalogs or other advertising materials shall form a part of this agreement. No action of EdwardBates Photography, other than an express written waiver, may be construed as a waiver of any term of this agreement. A delay on the part of either party in the exercise of its rights or remedies will not operate as a waiver of such rights or remedies, and a single or partial exercise by a party of any such rights or remedies will not preclude other or further exercise of that right or remedy. A waiver of a right or remedy on any one occasion will not be construed as a bar to or waiver of those rights or remedies on any other occasion. Should any clause of this agreement be found unenforceable, that will not affect any other clause and each will remain in full force and effect. In the event of any inconsistency between the terms contained herein and the terms contained on any purchase order sent by you, the terms of this agreement shall govern.
The interpretation of this agreement shall be governed by the laws of the State of Hawaii, United States of America. Any and all disputes, with the exception of copyright claims, arising out of, under or in connection with this agreement, including, without limitation, the validity, interpretation, performance and breach hereof, shall be settled by arbitration in Honolulu, Hawaii pursuant to the rules of the American Arbitration Association. Judgment upon the award rendered may be entered in the highest court of the forum, State or Federal, having jurisdiction. This agreement, its validity and effect, shall be interpreted under and governed by the laws of the State of Hawaii. If recipient of this contract is an agent for or an employee of a non-U.S. company but operates in a place of business in the United States or its territories, said recipient expressly agrees that any dispute regarding this contract shall be adjudicated within the United States in the manner described here. Copyright claims shall be brought in the Federal Court having jurisdiction. If EdwardBates Photography is caused to present claims or suit to you as a result of any breach of the above terms set forth, it shall be made whole for such reasonable legal fees or costs by recipient or user herein.
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