MOE LAVERTY PHOTOGRAPHY ROYALTY-FREE LICENSE AGREEMENT
THIS IS A LEGAL AGREEMENT BETWEEN YOU, YOUR COMPANY, YOUR EMPLOYER AND/OR YOUR CLIENT (in the case you are an agent acting for a single client), AS THE CASE MAY BE (COLLECTIVELY “YOU”), AND MOE LAVERTY PHOTOGRAPHY. THIS LICENSE AGREEMENT APPLIES, WITHOUT LIMITATION, TO THE WEBSITE CURRENTLY LOCATED AT: MOELAVERTY.COM, ANY INTERNATIONAL OR OTHER VERSIONS OF THE FOREGOING, FUTURE WEBSITES AND/OR ANY IMAGES DELIVERED VIA ANY STORAGE MEDIA.
PLEASE READ THE FOLLOWING TERMS AND CONDITIONS. YOUR ACCEPTANCE OF THESE TERMS IS AN ABSOLUTE CONDITION TO YOUR ACCESS TO AND USE OF ANY IMAGE(S). DOWNLOADING AND/OR USING ANY IMAGE(S) FROM MOE LAVERTY PHOTOGRAPHY CONFIRMS YOUR ACCEPTANCE OF THESE TERMS AND FORMS A LEGAL CONTRACT BETWEEN YOU AND MOE LAVERTY PHOTOGRAPHY. MOE LAVERTY PHOTOGRAPHY reserves the right to change any of the terms of this Agreement at any time, and you agree to be bound by such changes. If you do not agree to the following terms, as may be amended, do not download or use any Image(s).
1. LICENSE
A. Definitions:
“Image(s)” shall mean composites, images, photographs or any
other visual representation regardless of whether the Image(s) are obtained
via download from any MOE LAVERTY PHOTOGRAPHY Web site, delivered via e-mail
from MOE LAVERTY PHOTOGRAPHY, delivered via any storage media (CD, DVD,
disk, etc.) that is now known or may become known in the future, or obtained
from a MOE LAVERTY PHOTOGRAPHY’ authorized distributor, together with
all accompanying metadata and other material.
“Storage Media” shall mean CD-ROM, digital video disc (DVD), floppy disk, any solid state memory device, or any other storage device or media now known, or hereafter created.
“You” shall mean a single: (i) individual, (ii) legal entity (corporation, partnership, LLC, sole proprietorship, etc.), or (iii) agent acting on behalf of a single individual or entity.
B. Copyright:
The Image(s) are copyrighted and protected under the various laws of Canada,
International treaties and other applicable laws. The Image(s) shall remain
the sole and exclusive property of MOE LAVERTY PHOTOGRAPHY, or its licensors.
Use of the Images is licensed, not sold, pursuant to the terms of this License
Agreement. Use of the Images without agreeing to this License Agreement,
or a breach of these License Agreement terms, is copyright infringement.
C. Grant:
Paid License.
a) MOE LAVERTY PHOTOGRAPHY grants you a non-exclusive and non-transferable
license to use the Image(s) only as provided in this License Agreement.
D. Number of Users:
FOR IMAGES ACQUIRED BY PAY PER DOWNLOAD AND STORAGE MEDIA.
YOU ARE GRANTED A TEN (10) PERSON SINGLE USE, SEAT LICENSE FOR USE OF THE
IMAGES. THIS IS NOT A SIMULTANEOUS USE LICENSE. Only one (1) person may
access or use the Image(s) at one time with up to a maximum of ten (10)
people (within the same legal entity entering into this License) who may
access or use the Image(s).
Licensee may distribute Image(s) within a network or similar asset management system to no more than twenty (20) computers/workstations within the same company or legal entity for use by one (1) person at a time. If the Image(s) are to be placed on a network server accessible by more than twenty (20) computers/workstations, please contact MOE LAVERTY PHOTOGRAPHY at “moe@moelaverty.com” as you will require a multiple seat license.
E. Permitted Uses. You may, subject to paragraph 2(f)
below:
(I) Back up, and store, single Image(s) as necessary on a single server
for archival purposes only. Any copy or archive you make must include copyright
notice pursuant to paragraph 1(g)(iii).
(II) Use the Image(s) in any electronic or print media, including advertising
and editorial use, provided such use is not intended to allow the re-distribution
or re-use of the Image(s).
(III) Use the Image(s) in any items for personal use or resale, including
book covers, calendars, consumer merchandise (T-shirts, posters, art, etc.),
provided such use is not intended to allow the re-distribution or re-use
of the Image(s).
(IV) Modify or alter the Image(s) as necessary for your use, provided that
if such modification or alteration constitutes a derivative work, the rights
to all such derivative works shall belong exclusively to MOE LAVERTY PHOTOGRAPHY
and that you shall only use such derivative work in accordance with this
Agreement. If requested by MOE LAVERTY PHOTOGRAPHY, you agree to execute
a written assignment of any such rights, including copyrights, at no cost
to MOE LAVERTY PHOTOGRAPHY.
(V) Use the Image(s) as décor in an office, lobby, public area, restaurant,
or retail store.
(VI) Use the Image(s) as design elements in video, film, or television broadcasts.
(VII) Use the Image(s) in connection with your business or entity, e.g.
corporate identity documents and letterhead, except as prohibited below.
F. Prohibited Uses. You may NOT:
(I) Sublicense, distribute, transfer or assign the Image(s) or rights to
the Image(s).
(II) Reverse engineer, decompile, translate, or disassemble any part of
the Image(s).
(III) Copy or reproduce the Image(s), except as specifically provided for
in paragraph 1(e).
(IV) Remove any copyright, trademark or watermark from any place where it
appears on the Image(s).
(V) Display the Image(s) in any digital format or for any digital use at
a resolution greater than 72 dpi, except in editorial or preliminary design
work. Doing so will be viewed as an attempt to distribute the Image(s) in
violation of this Agreement.
(VI) Use the Image(s), or any part of the Image(s), as part of a trademark,
service mark, or logo. MOE LAVERTY PHOTOGRAPHY retains the full rights to
the Image(s), and therefore you cannot establish your own rights.
(VII) Use the Image(s) to compete with MOE LAVERTY PHOTOGRAPHY. MOE LAVERTY
PHOTOGRAPHY is in the business of licensing images to its customers. It
is the specific intent of this provision to prohibit you from using the
Image(s) to enter, either directly or indirectly, a similar or competing
business.
(VIII) Use the Image(s) in a product or service whereby the Image(s) can
be used apart from a product or service.
(IX) Use the Images(s) in any downloadable format intended for multiple
distribution including, without limitation, website templates, software
products, e-greetings, etc. You may contact moe@moelaverty.com to find out
about a special license for such use.
(X) Use the Image(s) in any way that could be considered defamatory, obscene or fraudulent, or illegal, either by making physical
changes to it, in the juxtaposition to accompanying text or images, or otherwise.
G. Additional Terms:
(I) MOE LAVERTY PHOTOGRAPHY reserves the right to (i) not permit use of
any Image(s) for any reason whatsoever; and (ii) notify you that certain
Image(s) are no longer available for use. Upon such notification, the license
to use such Image(s) shall automatically and immediately terminate.
(II) All other rights not expressly granted to you are reserved solely for
MOE LAVERTY PHOTOGRAPHY.
(III) MOE LAVERTY PHOTOGRAPHY requests the copyright notice “©
[insert current year] MOE LAVERTY PHOTOGRAPHY” appear adjacent to
the Image(s) or on a credit page.
(IV) MOE LAVERTY PHOTOGRAPHY reserves the right to replace Image(s) with
an alternative Image for any reason. Upon notice of such replacement, the
license for the replaced Image(s) immediately, and automatically, terminates
for any use of the Image(s) that does not already exist, and this License
Agreement shall automatically apply to any replacement Image(s). You agree
not to use any replaced Image(s) with future products or services and you
shall take all reasonable steps to discontinue use of the replaced Image(s)
in existing products or services.
2. PAYMENT TERMS
You agree to pay all Image(s) license fees and no rights are granted under
this Agreement until all payments are made in full. Any claims for adjustments
must be made to MOE LAVERTY PHOTOGRAPHY within five (5) business days of
billing. You shall be liable for all past due amounts, interest and costs
of collection, including attorneys’ fees.
3. TERMINATION
A. This License Agreement is effective until it is terminated.
(I) This License Agreement will terminate automatically, without notice
from MOE LAVERTY PHOTOGRAPHY, if you fail to comply with any provision of
this License Agreement.
(II) You can terminate this Agreement by destroying the Image(s), along
with any copies or archives, any CD-ROM or accompanying materials (if applicable),
and ceasing all use of the Image(s) for any purpose. Such termination may
not effect payment obligations.
B. MOE LAVERTY PHOTOGRAPHY may, in its sole discretion: (i) monitor, as frequently as MOE LAVERTY PHOTOGRAPHY determines, anything you download from our Web sites, (ii) limit downloads to a fixed amount of downloads per 24 hour period so as to insure the best possible service to all subscribers to our Web sites, (iii) track any abuse of your username and password, (iv) suspend or terminate your account, without notice, if MOE LAVERTY PHOTOGRAPHY believes to be there is a violation of this Agreement and/or any abuse of your username and password.
C. Upon termination of this Agreement, you agree to (i) destroy all copies and archives of the Image(s), (ii) cease using the Image(s) for any purpose, and (iii) confirm to MOE LAVERTY PHOTOGRAPHY in writing that you have complied with these requirements.
4. WARRANTY
A. MOE LAVERTY PHOTOGRAPHY represents and warrants that:
(I) it has the right to enter into this Agreement and to grant the rights
hereunder; and
(II) the Image(s) or other Storage Media (if applicable) will be free from
defects in materials and workmanship under normal use for a period of 30
days from the date of license.
B. EXCEPT AS PROVIDED ABOVE, THE IMAGE(S), STORAGE MEDIA AND ACCOMPANYING MATERIALS (IF APPLICABLE) ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. MOE LAVERTY PHOTOGRAPHY GRANTS NO RIGHTS OR WARRANTIES WITH RESPECT TO THE USE OF NAMES, TRADEMARKS, LOGO TYPES, COPYRIGHTED DESIGNS OR WORKS OF ART OR ARCHITECTURE DEPICTED IN ANY IMAGE, AND THE USER MUST SATISFY ITSELF THAT ALL NECESSARY RIGHTS, CONSENTS, OR PERMISSIONS AS MAY BE REQUIRED ARE OBTAINED.
MOE LAVERTY PHOTOGRAPHY DOES NOT WARRANT THAT THE IMAGE(S), WEB SITES OR OTHER MATERIALS, WILL MEET YOUR REQUIREMENTS OR THAT USE WILL BE UNINTERRUPTED OR ERROR FREE. THE ENTIRE RISK AS TO THE QUALITY, PERFORMANCE AND USE OF THE IMAGE(S) IS SOLELY WITH YOU. YOU UNDERSTAND THAT YOU SHOULD SEEK COMPETENT COUNSEL BEFORE USING IMAGES ON OR IN CONNECTION WITH ANY GOODS OR SERVICES OR FOR ANY OTHER COMMERCIAL PURPOSES.
C. You represent, warrant and covenant that:
(I) You are at least eighteen (18) years of age and have the full right
and authority to enter into this License on behalf of yourself and/or your
company or employer;
(II) You will not use the Image(s) in any way that is not permitted by this
License;
(III) Your use of the Image(s) will not violate any applicable law or regulation
of any country, state, or other governmental entity;
(IV) The information that you provide to MOE LAVERTY PHOTOGRAPHY is accurate
and true, including, without limitation, all credit card or other payment
information and you shall update such information as necessary; and
(V) You shall be solely responsible for your use of the Image(s) and agree
that
MOE LAVERTY PHOTOGRAPHY grants no rights and make no warranties with regard
to the use of trademarks, trade dress, copyrighted designs or works of art
or architecture in any Images, and you must satisfy yourself that all necessary
rights or consents regarding any of the above, as may be required for reproduction,
have been obtained.
5. LIMITATION OF REMEDIES
A. Replacement or Refund:
MOE LAVERTY PHOTOGRAPHY’ entire liability and your exclusive remedy,
with respect to any claims arising out of this Agreement shall be at MOE
LAVERTY PHOTOGRAPHY’ sole discretion, either: (i) replacement of Image(s);
or (ii) refund of any fee paid for the specific Image(s). See section 2
for other refund terms that may apply.
B. No Money Damages:
Under no circumstances whatsoever will MOE LAVERTY PHOTOGRAPHY be liable
to you for any money damages including, without limitation, any lost profits,
lost revenue, lost savings, or other incidental or consequential damages
arising out of: (i) the use or inability to use the Image(s), (ii) ‘MOE
LAVERTY PHOTOGRAPHY’ breach of this Agreement, or (iii) for any claim
by any other party, even if MOE LAVERTY PHOTOGRAPHY has been advised of
the possibility of such damages. In no event shall the liability of MOE
LAVERTY PHOTOGRAPHY exceed the amount paid by you for accessing, acquiring,
and/or using any Image(s) within the preceding six (6) months. Any claims
must be brought within twelve (12) months of the date that you discovered
such claim, or reasonably should have discovered such claim, or shall be
waived.
6. INDEMNIFICATION
You agree to indemnify and hold MOE LAVERTY PHOTOGRAPHY, its affiliates,
parents, subsidiaries, employees, directors, officers, successors, assigns,
distributors and anyone else associated with MOE LAVERTY PHOTOGRAPHY, harmless
from, and against, any and all claims, liabilities, costs, damages, or expenses,
(including attorneys’ fees) asserted against MOE LAVERTY PHOTOGRAPHY
arising out of your use of the Images or in connection with any breach of
any of the terms of this Agreement.
7. GENERAL
A. Enforceability:
If any provision of this Agreement is held to be not enforceable, such provision
shall be reformed only to the extent to make it enforceable, consistent
with the parties’ intent.
B. Taxes and other:
You agree to pay and be solely responsible for any and all sales taxes,
use taxes, value added taxes and duties imposed by any jurisdiction as a
result of the license granted to you, or your use of the Image(s), pursuant
to this Agreement.
C. Waiver:
No action of MOE LAVERTY PHOTOGRAPHY, other than an express written, signed
waiver may be construed as a waiver of any part of this Agreement, and no
employee of MOE LAVERTY PHOTOGRAPHY is authorized to make an oral waiver.
In the event that MOE LAVERTY PHOTOGRAPHY waives a specific part of the
Agreement, it does not mean that MOE LAVERTY PHOTOGRAPHY waives any other
part.
8. JURISDICTION
This Agreement, its validity and effect, shall be solely interpreted, and
governed by, the laws of the Province of Ontario, Canada. Any claims shall
be brought solely in the Provincial Court of the Province of Ontario. You
consent to the service of any required notice or process upon you by registered
mail or overnight courier with proof of delivery.
9. LEGAL FEES
You agree to reimburse MOE LAVERTY PHOTOGRAPHY for its legal fees, costs
and disbursements if MOE LAVERTY PHOTOGRAPHY is successful in enforcing
any of its rights under this Agreement including, without limitation, in
connection with any action to collect payment.
10. ASSIGNABILITY
You may not assign or transfer to anyone else the rights granted to you
in this Agreement, without our prior written consent. MOE LAVERTY PHOTOGRAPHY
may assign or transfer this Agreement freely.
11. ENTIRE CONTRACT
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE
TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER AGREE THAT IT IS THE
COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND MOE LAVERTY
PHOTOGRAPHY, WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN,
AND ANY OTHER COMMUNICATION BETWEEN YOU AND MOE LAVERTY PHOTOGRAPHY RELATING
TO THE SUBJECT OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY PURCHASE
ORDER TERMS (EVEN IF SUCH TERMS ARE SUBSEQUENT TO THE DATE OF THIS AGREEMENT).
FAQS, OTHER EXPLANATIONS, AND TEXT IN MOE LAVERTY PHOTOGRAPHY’S WEBSITES
ARE FOR YOUR INFORMATION ONLY AND ARE NOT, AND SHALL NOT BE CONSTRUED AS,
PART OF THIS AGREEMENT UNLESS SPECIFIED OTHERWISE IN THIS AGREEMENT.