Sean Locke Photography End User License Agreement

Definitions. In this Agreement the following definitions apply:
1. “Licensed Material” means any still image, film or video footage, audio product, visual representation generated optically, electronically, digitally or by any other means, including any negatives, transparencies, film imprints, prints, original digital files or any Reproductions thereof, or any other product protected by copyright, trademark, patent or other intellectual property right, which is licensed to Licensee by Licensor under the terms of this Agreement. Any reference in this Agreement to the Licensed Material shall be to each individual item within the Licensed Material and also to the Licensed Material taken as a whole.
2. “Licensee” means the person or entity receiving the rights to the Licensed Materials as specified hereunder.
3. “Licensor” means Sean Locke Photography, who is granting the rights to the Licensed Materials as specified hereunder.
Grant of Rights. Subject to the terms of this Agreement:
1. Licensee has the non-exclusive, non-transferable, non-sublicensable right to Reproduce the Licensed Material identified in the Invoice an unlimited number of times in any and all media for the following purposes (together the “Permitted Uses”):
  1. advertising, editorial and promotional projects, including hard copy printed materials, product packaging, presentations, advertising, editorial and promotional purpose film and video presentations, commercials, catalogues, brochures, promotional greeting cards and promotional postcards (i.e. not for resale, license or other distribution).
  2. on-line, electronic, and mobile publications and mobile applications, including web pages and advertising, promotional and editorial projects, to a maximum of 800 x 600 pixels for image or illustration Content and 800×600 pixels for video content (regardless of the resolution of the Content available for downloading from the Site) (unlimited copies).
  3. in a modified or derivative form, for the purpose of on-line, electronic, and mobile publications and mobile applications, including web pages and advertising, promotional and editorial projects, to a maximum of 1920 x 1080 pixels for image or illustration Content and 1920×1080 pixels for video content (regardless of the resolution of the Content available for downloading from the Site) (unlimited copies).
2. For greater certainty, the Licensee may not:
  1. use the Content in design template applications intended for resale, whether on-line or not, including, without limitation, website templates, Flash templates, business card templates, electronic greeting card templates, and brochure design templates.
  2. use the Content in any posters (printed on paper, canvas or any other media) or other items for resale, license or other distribution for profit, including using or displaying the Content on websites or other venues designed to induce or involving the sale, license or other distribution of “on demand” products, including postcards, mugs, t-shirts, posters, electronic templates, and other items.
3. Licensee has the right to have the Licensed Material Reproduced by subcontractors of Licensee, provided that Licensee ensures that such subcontractors agree to abide by the provisions of this Agreement.
4. Licensee may alter, crop, manipulate and create derivative works of the Licensed Material.
5. Licensee’s rights to the Licensed Material are worldwide and perpetual.
Restrictions:
1. Licensee may store the Licensed Material in a digital library, network configuration or similar arrangement to allow the Licensed Material to be viewed by employees, partners and clients of Licensee, but under no circumstance may the Licensed Material ever be used by more than 10 Users unless otherwise provided in writing by the Licensor.
2. Licensee may not sublicense, sell, assign, convey or transfer this Agreement or any of its rights under this Agreement but Licensee may sell or license derivative works incorporating the Licensed Material. However, Licensee may not include the Licensed Material in an electronic template intended to be Reproduced by third parties on electronic or printed products.
3. Licensee may not sell, license or distribute any derivative work containing the Licensed Material in a way that would allow a third party to download, extract or access the Licensed Material as a standalone file.
4. Licensed Material shall not be incorporated into a logo, trademark or service mark.
5. Licensee may not post the Licensed Material online in a downloadable format or enable it to be distributed via mobile telephone devices.
6. If any Licensed Material featuring a model is used in (i) a manner that would lead a reasonable person to believe that the model personally uses or endorses a product or service; or (ii) connection with a subject that would be unflattering or unduly controversial to a reasonable person, Licensee must accompany each such use with a statement that indicates that the person is a model and the Licensed Material is being used for illustrative purposes only.
7. The Licensed Material may not be used in a pornographic, defamatory or otherwise illegal manner, even if accompanied by a statement as listed in #6 above.
8. Licensee must retain the copyright symbol, the name of Licensor or such other credit information, the Licensed Material’s identification number and any other information as may be invisibly embedded in the electronic file containing the original Licensed Material.
9. Licensee must abide by any restriction on use notified to it by Licensor before or at the time of delivery of the Licensed Material, either in the Invoice, information accompanying the Licensed Material or otherwise.
10. If any Licensed Material is Reproduced in an editorial manner, Licensor’s name or, such other credit information, if any, provided in such Invoice, must appear adjacent to the Licensed Material in the credit line accompanying the Licensed Material
Copyright.
1. No ownership or copyright in any Licensed Material shall pass to Licensee by the issuance of the license contained in this Agreement. Except as expressly stated in this Agreement, Licensor grants Licensee no right or license, express or implied, to the Licensed Material.
Warranty and Limitation of Liability.
1. Licensor warrants that: (i) it has all necessary rights and authority to enter into and perform this Agreement; (ii) the Licensed Material will be free from defects in material and workmanship for 30 days from delivery (Licensee’s sole and exclusive remedy for a breach of this warranty being the replacement of the Licensed Material); and (iii) Licensee’s use of the Licensed Material in its original form, and when used in accordance with this Agreement and the Invoice, will not infringe on any copyright, moral right, trademark or other intellectual property right and will not violate any right of privacy or right of publicity.
2. LICENSOR MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE LICENSED MATERIAL, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. LICENSOR 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 MATERIAL OR OTHERWISE, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES. LICENSOR’S MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH
  LICENSEE’S USE OF OR INABILITY TO USE THE LICENSED MATERIAL (WHETHER IN CONTRACT, TORT OR OTHERWISE) SHALL, TO THE EXTENT PERMITTED BY LAW, BE LIMITED TO THE VALUE OF 5 TIMES THE VALUE PAID BY THE LICENSEE FOR THE LICENSED MATERIAL.
3. THE REPRESENTATIONS AND WARRANTIES MADE BY LICENSOR IN THIS AGREEMENT APPLY ONLY TO THE LICENSED MATERIAL AS DELIVERED BY LICENSOR AND WILL BE INVALID 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.
Miscellaneous Terms.
1. Unauthorized Use. Any use of Licensed Material in a manner not expressly authorized by this Agreement or in breach of a term of this Agreement constitutes copyright infringement, entitling Licensor to exercise all rights and remedies available to it under copyright laws around the world. Licensee shall be responsible for any damages resulting from any such copyright infringement, including any claims by a third party.
2. Governing Law. This Agreement will be governed in all respects by the laws of the State of Missouri, without reference to its laws relating to conflicts of law. Any disputes arising from thisAgreement or its enforceability shall be settled by binding arbitration to be held in St. Louis, Missouri. The United Nations Convention on Contracts for the International Sale of Goods does not govern this Agreement.