Commercial Photograph License of Use
This is a single seat standard image license authorizing one natural person to download and use content for DIGITAL use only. A usage license for print and/or motion picture may be purchased at an additional cost. No other persons including employees, co-workers or independent contractors may use these images without purchasing an additional license.
Jordan Powers / Licensor, (DBA “The Sky Library”) is the sole intellectual property rights owner of various originally produced photographs and has the sole and exclusive right to sell, license, or authorize the use of such photographs. Licensor grants Licensee a non-exclusive, perpetual license to these photographs for commercial uses as outlined in this License. The Licensee is granted non-transferable and non-sub licensable rights.
During the term of this License and at all times thereafter Licensee acknowledges and agrees not to contest, or assist or induce others to do so, the Licensors rights in and to any photograph(s).
Licensee may not use the content in any manner that allows others to download, redistribute or extract content as a standalone file.
Licensee may not falsely represent to be the original creator of the photograph(s).
Licensee agrees to present the photograph(s) in a commercially reasonable manner and in such manner that will not harm the professional reputation of Licensor.
Licensee may modify the images in commercially reasonable manners to facilitate distribution of the photographic materials as identified in this License.
Licensee shall, at all times, during the term of this License, and at all times after the termination hereof, indemnify and keep indemnified and hold Licensor harmless from and against all expenses incurred and damages paid by Licensee in respect to any third party claim or action against Licensee or Licensor arising from any adverse claim 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, libel, slander, passing off, or any other claim or cause action based on the rights of and/or ownership to the licensed images, or other intellectual properties which comprise this License.
Licensee will promptly call to the attention of Licensor the use of the photograph(s) by any third-party which Licensee considers to be an infringement. Licensor and Licensee shall consult one another as to whether proceedings shall be brought against such third parties. In the event that Licensor and Licensee decide that action should be taken against such third parties, Licensor may take such action in their own name or, alternatively, Licensor may authorize Licensee to initiate such action in Licensee's name. Licensee and Licensor agree to cooperate fully with one another to whatever extent it is necessary to prosecute such action, all expenses being borne by Licensor and all damages that may be recovered being solely for the account of Licensor.
Termination of License
This License shall terminate in the event that Licensor or Licensee materially breaches any portion of this License. Such termination shall take effect immediately after fourteen (14) calendar days after notice of the breach from one Party to the other. Both Parties shall have the right to notify the other of their intent to take substantial steps to cure any breach. If such notice is delivered, the License shall not terminate, unless such substantial steps do not in fact occur. This License will terminate in the event of bankruptcy or judicial or administrative declaration of insolvency of Licensor or Licensee that relate to any duty of performance under this License. Upon termination of this License, Licensee shall discontinue all use of the Licensed photograph(s) in any manner whatsoever that remain in the Licensee’s care, custody and control.
All terms and conditions of this License, and any duties and performances due under this License shall remain confidential. Neither Licensee nor Licensor shall use any information related to the commercial use of the photograph(s) or business operations of the other Party, except in as much is necessary for adequate performance under this License. The obligations contained in this Provision shall expressly survive the termination, expiration or assignment of this License. Licensor and Licensee shall at all relevant times herein maintain the utmost good faith and fair dealing in their mutual duties under this License. This License incorporates the entire understanding of the Parties. Any modifications of this License must be in writing and signed by both parties. Any waiver of a breach or default hereunder will not be deemed a waiver of a subsequent breach or default of either the same provision or any other provision of this License.