Stock Photo Perpetual World Wide License

Document Sample
Stock Photo Perpetual World Wide License Powered By Docstoc
					This is an agreement entered into between a copyright owner and a Licensee for the
licensing rights associated with a stock photograph. This particular agreement grants
the Licensee the right to reproduce the photographs on a worldwide and perpetual basis
solely for the permitted uses as described in the agreement. In addition, this
agreement provides the rate the copyright owner will charge for granting the perpetual
license. This agreement can be used by small businesses or other entities that want to
obtain a perpetual and worldwide license to use a stock photograph.
                     STOCK PHOTO LICENSE AGREEMENT

THIS AGREEMENT is made and entered into on this ____________ day of ______________,
20______by and between___________________________ (hereinafter called the “Licensor”)
and _________________________(hereinafter called “Licensee”).

     1. Grant of License

Subject to Licensee’s payment of the purchase price for the Image and Licensee’s compliance
with the terms of this Agreement, Licensor hereby grants to Licensee a non-exclusive and non-
transferable right to use and reproduce the Image(s) on a worldwide and perpetual basis solely
for the permitted uses, as described below. No ownership or copyright in the Image shall transfer
to Licensee by the grant of the license contained in this Agreement. All rights not specifically
granted by this Agreement are retained by Licensor and the copyright holder.


2.       License Fee

In consideration of the License granted hereunder, the Licensee shall pay to Licensor a fee in the
sum of Dollars $___________________. This fee is due and payable within thirty (30) days of
the date of signing of this Agreement, irrespective of whether or not the Licensee uses the Image
or not.


3.       Image

Licensor hereby grants Licensee non-exclusive license to use any one or more of the Stock
Images on the attached Exhibit A


4.       Permitted Uses

Licensee may, subject to the Restrictions on Use, use, alter, crop, modify, or adapt the Image in
connection with the following permitted uses:

                       a.   advertising and promotional materials (including packaging);
                       b.   online or other electronic distribution systems;
                       c.   broadcasts or theatrical exhibition;
                       d.   additional uses approved in writing by Licensor.




© Copyright 2011 Docstoc Inc. registered document proprietary, copy not                    2
5.       Restrictions on Use

a.      Licensee may alter, crop, manipulate and create derivative works from the Image(s), so
long as Licensee ensure any notice of copyright, trademark or other propriety right is not
removed from any place where it is placed on or embedded in the Image.
b.      The Image(s) as stored and shared by Licensee must retain the copyright symbol, the
name of Licensor, the Image(s)’ identification numbers and any other information as may be
invisibly embedded in the electronic files containing the original Image(s).
c.      Licensee must not incorporate Images (or any part of them) into a logo, trade mark or
service mark.
d.      The Licensee must not sublicense, sell, distribute, assign, convey, or transfer the Image or
any of its rights under this Agreement or otherwise made available for downloading, use or
distribution separately.
e.      Licensee may not use the Image(s) in a pornographic, defamatory, fraudulent, lewd,
obscene, offensive, libellous or otherwise illegal manner, including but not limited to infringing
any third party intellectual property or privacy rights, whether directly or in context or by
juxtaposition with other materials.
f.      Licensee must abide by any restriction on use notified to Licensee by Licensor before,
after or at the time of delivery of the Image(s), either in the information accompanying the
Image(s), the Invoice or otherwise.
g.      Licensor, after reasonable notice, may inspect any records, accounts and books relating to
the Reproduction of any of the Image(s) to ensure that the Image(s) are being used in accordance
with this Agreement.
h.      Licensee must not distribute, post, or upload the Image online in a downloadable format
or enable it to be distributed via mobile telephone devices
i.      Licensee must not use the Image in any way that infringes on any copyright, trade name,
trademark, or service mark


6.       Credit Line

No ownership or copyright in any Image shall pass to Licensee by the issue of the License under
this Agreement. Unless otherwise agreed in writing, if any Image is reproduced by Licensee for
editorial purposes Licensee must include the credit line "(Photographer’s or Agency’s
name)/Licensor name", or any other credit line as specified by Licensor.


7.       Warranty

Licensor represents and warrants that it has the right and authority to enter into this Agreement
and further warrants the Image to be free from defects in material and workmanship under
normal use for a period of 30 days from the date of license. Should any Image have defects in
material or workmanship and these are notified in writing to Licensor within 30 days from the
date of delivery of the Image then Licensor will either replace the Image with another digital
copy of the Image free from defect or refund the License Fee paid by Licensee to the extent
attributable to the defective Image, at Licensor’s option.

© Copyright 2011 Docstoc Inc. registered document proprietary, copy not                 3
Licensee represents and warrants that it has the right and authority to enter into this Agreement,
and that it will not use the Image in any way that it not permitted by this Agreement. Licensee
agrees that Licensor makes no warranties with regard to the use of names, people, trademarks,
trade dress, logo types, registered, unregistered, or copyrighted designs or works of art or
architecture depicted in any Product, and Licensee must satisfy itself that all the necessary rights,
consents, or permissions regarding any of the above, as may be required for reproduction, have
been obtained.


8.       Disclaimer

LICENSOR MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, REGARDING
THE LICENSED MATERIAL OR ITS DELIVERY SYSTEMS, INCLUDING, WITHOUT
LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, OR NONINFRINGEMENT. LICENSOR SHALL NOT BE
LIABLE TO LICENSEE OR ANY OTHER PERSON OR ENTITY FOR ANY GENERAL,
PUNITIVE, SPECIAL, EXEMPLARY, DIRECT, INDIRECT, CONSEQUENTIAL, OR
INCIDENTAL DAMAGES; LOST PROFITS OR LOSS OF PROSPECTIVE
COMPENSATION, GOODWILL OR LOSS THEREOF; OR ANY OTHER DAMAGES,
COSTS OR LOSSES ARISING OUT OF LICENSEE'S USE OF THE IMAGE, OR
OTHERWISE, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES, COSTS, OR LOSSES.

THE REPRESENTATIONS AND WARRANTIES MADE BY LICENSOR IN THIS
AGREEMENT APPLY ONLY TO THE IMAGE AS DELIVERED BY LICENSOR AND
WILL BE INVALID IF THE IMAGE IS USED BY LICENSEE IN ANY MANNER NOT
SPECIFICALLY AUTHORIZED IN THIS AGREEMENT OR IF LICENSEE IS OTHERWISE
IN BREACH OF THIS AGREEMENT.


9.       Limitation of Liability

LICENSOR’S MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH
LICENSEE'S USE OF OR INABILITY TO USE THE IMAGE (WHETHER IN CONTRACT,
TORT, OR OTHERWISE) SHALL, TO THE EXTENT PERMITTED BY LAW, BE LIMITED
TO THE VALUE PAID BY THE LICENSEE FOR THE IMAGE. ALL CLAIMS MUST BE
BROUGHT WITHIN TWELVE (12) MONTHS OF THE DATE THAT LICENSEE
DISCOVERED THE CLAIM, OR SHALL BE WAIVED.


10.      Indemnity

Licensee agree to defend, indemnify and hold Licensor and its parent, subsidiaries, affiliates, and
image providers and their respective officers, directors, and employees harmless against any
claims, damages, losses, expenses or costs, including legal costs, arising out of or as a result of

© Copyright 2011 Docstoc Inc. registered document proprietary, copy not                  4
(i) Licensee’s failure to abide by any restriction regarding the use of a Product; (ii) claims by
third parties relating to Licensee's use of any Product outside the scope of this Agreement; or (iii)
any other breach by Licensee of this Agreement


11.      Releases and Captions

Licensor grants no rights and makes no warranties with regard to the use of names, people,
trademarks, trade dress, logo types, registered, unregistered, or copyrighted designs or works of
art or architecture depicted in any Image, and Licensee must satisfy itself that all the necessary
rights, consents, or permissions regarding any of the above, as may be required for reproduction,
have been obtained. Licensee acknowledges that some jurisdictions provide legal protection
against a person’s image, likeness, or property being used for commercial purposes without their
consent. Licensor does not warrant the accuracy of caption and keyword information.


12.      Termination and Revocation

Licensor reserves the right to automatically terminate this Agreement or revoke the license
contained in this Agreement and Invoice without notice if Licensee fails to comply with any
provision of this Agreement. Upon termination, Licensee must immediately stop using the
Image, delete the Image and all copies from all computer systems and storage, and destroy all
other copies.


13.      No Partnership

Nothing in this Agreement or in the License conveyed hereunder shall be deemed to constitute a
partnership or joint venture between the parties, and neither party shall do or permit any act to be
done whereby it may be represented as agent or partner of the other;


14.       Assignment

This Agreement is personal to and for the sole benefit of the Licensee and the Licensee shall not
be entitled to assign, transfer, license, sell or dispose of in any way of any of its rights, interests
or obligations under this Agreement to any third party;


15.      Severability

If one or more of the provisions contained in the Agreement is found to be invalid, illegal, or
unenforceable in any respect, the validity, legality, and enforceability of the remaining
provisions shall not be affected. Such provisions shall be reformed only to the extent to make it
enforceable.



© Copyright 2011 Docstoc Inc. registered document proprietary, copy not                    5
16.      Waiver

No action of Licensor, other than express written waiver, may be construed as a waiver of any
provision of this Agreement. A delay on the part of Licensor in the exercise of its rights or
remedies will not operate as a waiver of such rights or remedies. 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.


17.      Entire Agreement

This Agreement contains all the terms of the agreement between Licensor and Licensee
concerning the use of the Image and no term or conditions may be added or deleted unless made
in writing and signed by Licensor. In the event of any inconsistency between the terms contained
herein and the terms contained on any purchase order or other writing sent by Licensee, the
terms of this Agreement shall govern.


18. Dispute Resolution

This Agreement shall be interpreted in accordance with the laws of the State of
_______________ and will be subject to the exclusive jurisdiction of the courts, state and
federal, located within the State of __________________ to which the parties hereby submit in
relation to any dispute arising hereunder;

LICENSOR

By: _______________________________

Date

LICENSEE

By: _______________________________

Date




© Copyright 2011 Docstoc Inc. registered document proprietary, copy not             6

				
DOCUMENT INFO
Description: This is an agreement entered into between a copyright owner and a Licensee for the licensing rights associated with a stock photograph. This particular agreement grants the Licensee the right to reproduce the photographs on a worldwide and perpetual basis solely for the permitted uses as described in the agreement. In addition, this agreement provides the rate the copyright owner will charge for granting the perpetual license. This agreement can be used by small businesses or other entities that want to obtain a perpetual and worldwide license to use a stock photograph.