Effective on date of purchase between Melinda Brown / All Creatures Photography and www.mBrown.gallery (Seller) and the company or individual on whose behalf you are licensing images ( Buyer )
Seller is owner of various stock photographic images and designs and related to intellectual property, owner of copyrights to the stock images and design intellectual property, sole exclusive rights to sell, authorize use and license of images and property.
Buyer agrees and desires the right to purchase certain images for certain purposes and in consideration of the mutual agreement set forth and valuable consideration as described the parties agree to the following.
Grant - seller grants the buyer the right to utilize purchased photographs or intellectual property. Each use of image in a different project requires a new license.
Use of individual Royalty free images is limited to worldwide, royalty free use and Unlimited Digital use and is not transferable nor available for sublicense.
In consideration for the grant of license, Buyer agrees to the covenants and to pay Seller in accordance with the term set forth below.
Image Use, Copyright, and Acknowledgement of Right
Buyer agrees to use the images in a manner that will not harm the sellers image nor reputation and in a commercially responsible manner.
Buyer agrees to use the image in the creation of new photographic editorial or original material.
Buyer agrees that purchased images will not be resold as a stock image nor sell the images as a stock image independently of the newly created work nor utilize the stock image beyond the granted use.
Buyer may sell the newly created work that contains the stock image as long as the new creation is not sold as stock.Buyer is prohibited from sharing the image with another party, use the image as a web template, use the image in a way that says it was created by another person, infringes on another parties trademark, sell prints, products, or posters of the image without additional license, nor use in any way not specified in the license agreement.
Buyer shall give credit for image if used in Editorial content with either “Melinda Brown” or “Photo by Melinda Brown”
Buyer agrees to declare proper copyright notice to any photographs or designs used under this agreement and identify seller as owner of the licensed image.
Buyer agrees that the seller shall remain sole copyright owner and claimant. Ownership is not transferred unless specified in this s agreement.
Buyer agrees not to contest the sellers rights to any copyright.
Consideration to the Seller
Buyer agrees to the following remittance for use of design or images. Each new use of image requires a separate license.
Web - single image - $200.00, 1 year per single project
5 or more web images purchased at the same time $175.00/image 1 year
Print - $650.00 - 1 year per single project
Print plus Web - $750.00 single image, single project - 1 year
Editorial - $200.00 - single image, photo credit as outlined in this agreement
5 or more images purchased for single article $175/image
Seller shall at all times during the terms of this agreement, and at all times after the termination of this agreement, indemnify and keep indemnified from and against all expenses incurred and damages paid by buyer in respect to third party claim or action against buyer resulting of any third party claim or actions against buyer arising from adverse claims of ownership to any rights, title, and interest in and to the licensed images including but not limited to, actions existing in copyright, trademark, unfair competition, passing off or any other claim or action based on the rights of and or ownership to the licensed images, or other intellectual property which are covered in this agreement.
Buyer will promptly notify the Seller of use of the photographs by third party which the buyer considers to be infringement. Buyer and seller will discuss weather actions will be brought against third party. If action against third party shall be taken then it can be done by either the Seller, Buyer or both. Buyer and Seller agree to give full cooperation to each other to the extent that prosecution is needed. All expenses and damages incurred by the seller may be recovered solely for the account of the seller.
Force Majeure -
Any delay in performing or failing to perform this agreement, if the failure results from an event outside reasonable control, shall not be liable to either party. Delay will not cause breach of this agreement. If delay persists longer than 120 days all parties have the rights to termination of this agreement.
Agreement is terminated if either Seller or Buyer materially breaches any portion of this agreement. Termination will take place immediately after 14 calendar days from notification of the intent to terminate. Each party has the right to notify immediately the intent to take substantial steps to address the breach. If notice is received the agreement shall not terminate unless the steps to address the breach do not take place.
If termination occurs Buyer will discontinue use of the licensed materials in any manner used and return any and all materials in their care, custody, and control.
The agreement is binding to the benefit of the parties hereto and their representatives.
Modification or amendments to this agreement may only be made in writing signed by both parties.
Parties consent to the jurisdiction of the state of Virginia and shall remain in the state where litigation commenced.
This is a final integrated agreement.
All prior assertions and understandings, warranties and representations are merged within this agreement which covers all terms, conditions and representations between the parties except where expressly set forth.