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Royalty Free License
The following Royalty Free License (the “Agreement”) constitutes an agreement between you as Licensee and Terry Bassett, operator of terrybassett.com (the “Site”).
You are not required to agree to the terms of this Royalty Free License, but you may not use images and or photographic work obtained from Terry Bassett without agreeing to its terms.
1. Grant of License
Terry Bassett grants Licensee a non-exclusive, non-transferable, non-sub-licensable worldwide, perpetual right to use photographs and/or other visual works for which Licensee has paid license fees as required by Terry Bassett (“Licensed Content”).
The license granted herein is subject to the terms of this Agreement, including but not limited to the Restrictions on use provided in this Agreement.
This Agreement is a license, not an agreement of sale, and Licensee obtains no ownership rights in the Licensed Content.
License fees are not refundable.
2. Permitted Uses
Licensee may distribute the Licensed Content:
(i) as incorporated into other works, including but not limited to web pages, advertisements, magazines and newspapers articles, reports, brochures, books, newsletters, multimedia applications and presentations, product packaging, films, documentaries, television productions, commercials, and training and industrial videos (collectively “Works for Distribution”);
or
(ii) for the creation of derivative works, provided that such derivative works are distributed only as incorporated into Works for Distribution.
Notwithstanding the foregoing,
Licensee may not use Licensed Content in any manner prohibited by the Restrictions on Use section, below.
3. Restrictions on Use
3.1 Sublicense -
Licensee shall not sub-license, sell, assign, convey or transfer Licensed Content except as part of a Work for Distribution.
3.2 Reusable Templates -
Licensee shall not include the Licensed Content in any electronic template, including but not limited to website templates, intended to be reproduced by third parties on electronic or printed products.
3.3 Libraries -
Licensee shall not include the Licensed Content in any Work for Distribution which is intended to permit, or which unreasonably permits, the recipient to extract the Licensed Content for use separate and apart from the Work for Distribution.
3.4 Trademarks -
Licensee shall not incorporate the Licensed Content into a logo, trademark or service mark.
3.5 Implied Endorsements and Model Rights -
Licensee shall not use the Licensed Content, if such Licensed Content features any model:
(i) in any manner that would lead a reasonable person to believe that such model personally uses or endorses any product or service;
or
(ii) in connection with a subject that would be unflattering or unduly controversial to a reasonable person.
3.6 Defamatory and Pornographic Use -
Licensee shall not use the Licensed Content in a pornographic or defamatory manner, whether directly or in context or juxtaposition with other materials.
3.7 Illegal Use -
Licensee shall not use the Licensed Content in a manner which violates any applicable law in effect within the jurisdiction of use of the Licensed Content.
4. Warranties and Limitation of Liability
4.1 Terry Bassett -
Operates the Site as a venue for the licensing of photographic and other content.
4.2 Terry Bassett -
Makes no representations or warranties regarding model or property releases for any Licensed Content and shall not be liable for damages resulting from use of any Licensed Content without such releases.
Terry Bassett will assist Licensee in obtaining copies of any releases previously obtained by the authors of such Licensed Content upon request by Licensee.
4.3 TERRY BASSETT -
MAKES NO WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE LICENSED CONTENT, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
TERRY BASSETT SHALL NOT BE LIABLE TO LICENSEE OR ANY OTHER PERSON OR ENTITY FOR ANY GENERAL, PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES, OR LOST PROFITS OR ANY OTHER DAMAGES, COSTS OR LOSSES ARISING OUT OF LICENSEE'S USE OF THE LICENSED CONTENT OR OTHERWISE, EVEN IF TERRY BASSETT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES.
5. Indemnification
Licensee shall defend, indemnify and hold Terry Bassett and his parent, subsidiaries and commonly owned or controlled affiliates and their respective officers, directors and employees harmless from all damages, liabilities and expenses, including but not limited to reasonable attorneys' fees and costs, arising out of or as a result of claims by third parties relating to Licensee's use of any Licensed Content outside the scope of this Agreement, without proper model or property releases, or for any other breach by Licensee of this Agreement.
6. Term and Termination
6.1 The license -
Contained in this Agreement will terminate automatically without notice from Terry Bassett if Licensee fails to comply with any provision of this Agreement.
Upon termination, Licensee must immediately -
(i) stop using the Licensed Content;
(ii) destroy or, upon the request of Terry Bassett, return the
Licensed Content to Terry Bassett; and
(iii) delete or remove the Licensed Content from Licensee's premises, computer systems and storage (electronic or physical).
6.2 Terry Bassett -
May, for good cause and at his reasonable discretion, revoke the license to use the Licensed Content and elect to replace such Licensed Content with alternative Licensed Content.
Upon notice of any revocation of a license for any particular Licensed Content, Licensee shall immediately cease using such Licensed Content and shall, where reasonably possible, take steps to ensure that any recipients of Works for Distribution containing the Licensed Content cease use of such Works for Distribution.
7. Miscellaneous Provisions
Relationship of the Parties -
The parties to this Agreement are independent contractors, and nothing in this Agreement shall create a joint venture, partnership, employment relationship, franchise relationship or taxable entity between the parties.
Notices -
Except as otherwise set forth herein, any notice required or permitted to be given under this Agreement shall be delivered by email to the receiving party at the email address indicated below.
Such notice shall be deemed to have been given on the date delivered by email.
To Terry Bassett at:
Terry@terrybassett.com
To Licensee at:
The email address you have previously provided to Terry Bassett.
Entire Agreement -
This Agreement embodies the parties' entire agreement and supersedes and cancels any prior agreement, express or implied, written or oral, with respect to its subject matter.
No modification, deletion, amendment of any provision is binding unless in writing signed by each party's authorized representative.
No Waiver -
No waiver of any default under this Agreement will apply to any subsequent default, whether of a similar nature or not, nor will any such waiver be construed as a waiver of any other provision of this Agreement.
Severability -
If any provision, or portion thereof, of this Agreement, or its application to any person or circumstance, shall be invalid, illegal or unenforceable to any extent, the remainder of this Agreement, such provision and their application shall not be affected thereby, but shall be interpreted without such unenforceable provision or portion thereof so as to give effect, insofar as is possible, to the original intent of the parties, and shall otherwise be enforceable to the fullest extent permitted by law.
Jurisdiction and Choice of Law -
This Agreement shall be construed in accordance with the laws of the State of North Carolina without regard to its choice of law provisions.
The United Nations Convention on Contracts for the International Sale of Goods does not govern this Agreement.
The parties hereby consent to the jurisdiction of the courts of the State of North Carolina and the Federal Courts located therein.
Nothing contained herein shall prohibit a party from bringing an action in a jurisdiction in which the other party is domiciled.
Construction -
Whenever the singular number is used in this Agreement and when required by the context, the same shall include the plural and vice versa. The neuter gender shall include the feminine and masculine genders and vice versa.
The headings in this Agreement are for convenience only and are in no way intended to describe, interpret, define or limit the scope, extent or intent of this Agreement or any of its provisions.
Successors and Assigns -
All of the covenants, terms, provisions and agreements contained in this Agreement shall be binding upon, and inure to the benefit of, the parties hereto and, to the extent permitted by this Agreement, their respective heirs, legal representatives, successors and assigns.
This page was last modified on Tuesday, March 11, 2008 07:33:27 PM |
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