|Rights Managed License Agreement|
|This document is a legal
agreement between you ("Licensee") and Nature's Best Masked Flower Images.
You are accepting this Agreement by clicking the "buy" button or by installing or using Nature's Best Masked Flower Images. You signify your acceptance of the terms of this License and you agree to be bound by its terms and conditions. If you do not agree to these terms and conditions, do not click the "Buy" button and do not install or use the Nature's Best Masked Flower Images. If you are entering into this Agreement on behalf of your employer, the license and restrictions apply to your employer and to you.
1.1 "Licensed Image" means any still image, photograph (including negatives and transparencies), illustration (created digitally or by any other means), reproduction or any other product protected by copyright, trademark, patent or other intellectual property rights, which is licensed to Licensee by Licensor under the terms of this Agreement.
1.2 "Reproduction" means any form of copying or publication of the whole or a part of any Licensed Image. Reproduction also includes the manipulation of the whole or a part of the Licensed Image.
2. Use granted by License
2.1 Unless stated otherwise on the Invoice, Licensee is granted a non-exclusive, non-transferable and non-assignable right to use Licensed image solely to the extent specified on the invoice - type of use, period of use, territory, size, placement etc., will be strictly defined. Any right that is not specified on the invoice is reserved for use by Licensor without any limitations. The License becomes valid after the invoice is paid.
2.2 The terms specified on the Invoice, and in this License Agreement, shall not be modified without the express written consent of Licensor. Any attempt to modify them, or to deviate from the terms, shall mean Licensee's breach of contract. It will nullify all representations and warranties made by Licensor, as well as Licensor's indemnity obligations.
2.3 Any use of Licensed Images not expressly authorized by the Invoice and this Agreement may constitute an infringement of the proprietary rights of Licensor or a third party and result in Licensee being responsible for any damages resulting from any such use.
2.4 Licensee shall not undertake any expanded use of the Licensed Material without the prior written approval of Licensor and the payment of additional fees to Licensor for such expanded use.
2.5 Licensor makes no warranties with regard to the use of names, trademarks, designs or works of art or architecture depicted in any Licensed Image. Licensee must satisfy itself that all the necessary rights or consents regarding any of the above, have been obtained.
2.6 If any Licensed Image which features a model is used in a manner that implies connection to a product or service by that model, or a potentially unflattering or controversial subject, Licensee must accompany each such use with a statement that indicates that the person is a model and is used for illustrative purposes only.
2.7 Licensee must not use Licensed Image in any way that could be considered defamatory, pornographic, libelous, immoral, obscene or fraudulent, either by making physical changes to it, or by accompanying it with text.
2.8 Licensee must not use Licensed Images in any manner that involves sensitive subject matter, which includes, without limitation, all sexual issues, sexually transmitted diseases, substance abuse, AIDS, cancer, homosexual or alternative lifestyle issues, physical or mental abuse, alcohol or tobacco, without prior written consent from Licensor and the model featured in such image.
2.9 Licensee can require additional rights for Licensed Image and pay for an additional license.
2.10 Licensee can request and negotiate rights to re-use the Licensed Image, or to prolong the license period.
3. Payment Terms
License becomes valid only after Licensor's invoice is paid in full.
4.1 The following credit line must appear next to any Licensed Image used in an editorial manner: Nature's Best Masked Flower Images
4.2 Unless agreed in writing, if any Licensed Material reproduced by Licensee for editorial purposes omits the credit line specified by Licensor, an additional fee equal to twenty percent (20%) of the original amount invoiced shall be payable by Licensee at Licensor's discretion.
No ownership or copyright in any Licensed Image will be transferred to Licensee by issuing the License. Licensee shall provide applicable copyright notice and/or protection. Upon demand, Licensee shall immediately assign to Licensor any copyright to the Licensed Image arising out of its publication. No copyright information shall be removed from any digital file.
6. Warranty and Limitation of Liability
THE REPRESENTATIONS AND WARRANTIES OF LICENSOR MADE HEREIN WILL HAVE NO FORCE OR EFFECT IF THE LICENSED MATERIAL IS USED BY LICENSEE IN ANY MANNER NOT SPECIFICALLY AUTHORIZED IN THIS AGREEMENT OR IF LICENSEE IS OTHERWISE IN BREACH OF THIS AGREEMENT.
The following representations and warranties apply only to the Licensed Images when used in accordance with the terms of this Agreement and the uses expressly provided for in the Invoice:
6.1 Licensor warrants to Licensee that the Licensed Image downloaded by Licensee or delivered by Licensor by any means to Licensee will be free from defects. In the event of fault with the delivery medium, Licensor will deliver another copy of the same Licensed Image. In the event of fault with an image, Licensor will refund the Licensee in the amount paid for the corrupt image.
6.2 Licensor warrants that it has all necessary rights to enter into this Agreement in accordance with its terms.
6.3 Licensee must satisfy itself as to the extent and validity of any model or property release, a copy of which will be provided to Licensee upon request. Any personal information of the model or property owner will be edited for the protection of the privacy of the model or property owner.
6.4 Licensor makes no representations or warranties as to whether or not any additional fees or payments may be due to any model depicted in Licensed Images.
LICENSOR MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANT ABILITY OR FITNESS FOR A PARTICULAR PURPOSE. LICENSOR SHALL NOT BE LIABLE TO LICENSEE OR ANY OTHER PERSON OR ENTITY FOR ANY GENERAL, PUNITIVE, SPECIAL, DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, LOST PROFITS OR OTHER DAMAGES ARISING OUT OF THIS AGREEMENT, THE INVOICE OR OTHERWISE, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
7.1 Provided that Licensee
uses the Licensed Images only as permitted under the terms of this Agreement
and as specified on the Invoice, and is not in breach of this Agreement,
Licensor shall defend, indemnify and hold Licensee harmless from all damages
(except punitive damages), liabilities and expenses (including reasonable
attorneys' fees and permitted and authorized costs), arising out of or
connected with any legal proceeding alleging that the possession, distribution
or use of the Licensed Images by Licensee infringes on any of the following
intellectual property or personal rights of any third party:
7.2 If Licensor is required to commence legal proceedings against Licensee to enforce any of the terms and conditions of this Agreement, Licensee shall indemnify and hold harmless Licensor for the reasonable legal fees and costs incurred by Licensor.
7.3 Where Licensor has communicated
to Licensee that model or property releases for Licensed Material have
not been obtained by Licensor, Licensee shall defend, indemnify and hold
Licensor harmless from all damages, liabilities, and expenses (including
reasonable attorneys' fees and costs), arising out of or connected with
any legal proceeding alleging that the possession, distribution or use
of the Licensed Images by Licensee infringes on any of the following intellectual
property or personal rights of any third party:
For all Licensed Images that Licensee downloads, Licensee must provide the copyright symbol, the name of Licensor and the Licensed Image identification number as part of the electronic file. Licensee may only use a single copy of the Licensed Image on a single computer. Licensee may not make, use or distribute copies of the Licensed Image for any purpose except as provided in this Agreement and the Invoice, except for making one backup copy for security reasons only. Upon the expiration of this Agreement, Licensee shall promptly delete the Licensed Image from its computer or other electronic storage system.
9. Cancellation Policy
If Licensee decides not to use the Images, it must advise the Licensor in writing (E-mail) within two weeks of the invoice date to receive a full refund. After 14 days from the date of the invoice, the invoice cannot be canceled and full payment will be due.
10. Unauthorized Use of Licensed Image
Licensee agrees to indemnify and hold Licensor harmless against any claim for damages, losses or any costs, including attorneys' fees, arising in any manner whatsoever from the unauthorized use of any Licensed Material or for Licensee's breach of any of the terms of this Agreement.
11. Applicable Law
This agreement is governed by the laws of the United States whose courts are the courts of exclusive jurisdiction. No action by Licensor, other than an express written waiver or amendment, may be construed as a waiver or amendment of any of this Agreement. Should any clause be found unenforceable, wherever possible this will not affect any other clause and each will remain in full force and effect.
12. Entire Contract
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. THIS AGREEMENT SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION RELATING TO THE SUBJECT OF THIS AGREEMENT.
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