Art + Commerce: License Agreement
The following set forth the terms of the agreement between you and Art + Commerce relating to the photographs ("Images") you wish to license:
- – Images may not be used in any way, until you pay the full amount of the invoice, which invoice will describe the permitted usage. You may not archive, republish or transmit Images on any database without Art + Commerce's prior written consent.
- – Unless otherwise specifically stated, each Image remain the property of the applicable photographer. Art + Commerce represents that it has the right to grant the license on behalf of the photographer. The license is non-exclusive and is granted to you only for the use specified on the invoice, and for no other purpose. You will not acquire any right, title or interest in or to the Image(s), including, without limitation, any promotional rights, and you will not make, authorize or permit any use of the Image(s), or digital files other than as specified herein and on the relevant invoice. Each licensed Image shall be faithfully reproduced, and, unless Art + Commerce gives its express written consent in advance, shall not be cropped, colorized, solarized, or otherwise altered in any way. Full credit and copyright information must accompany any use of the Image. You shall ensure that the high-resolution digital files of each Image are inaccessible to third parties.
- – If you desire to re-use a licensed Image or to expand or modify the license granted, then you must request and pay for additional rights prior to publication or usage.
You agree that no licensed Image shall be used in a pornographic manner or any manner that violates any law or regulation, and that the use will not defame or violate the right of privacy or publicity of any third party. Art + Commerce reserves the right to immediately revoke this license if a licensed Image is used for political, religious, social or similar causes that may be deemed objectionable to the photographer or Art + Commerce, as determined in their sole discretion. No refund shall be required in the event of said revocation.
In the event you use an Image in any way other than as specified on the invoice and this agreement, such as exceeding the authorized number of uses, reproduction in an unauthorized publication, or using the Image in an unauthorized size, Art + Commerce reserves the right to sue for copyright infringement and breach of contract, and to require you to pay, as liquidated damages, a sum equal to ten (10) times the normal price Art + Commerce would have charged for such unauthorized use, within 10 (ten) days of our billing such fee. If you fail to make such payment within ten (10) days, we may, without advance notice to you, commence a legal action, and will be entitled to recover all legal fees and costs required to collect such payment.
The license granted herein applies solely to the copyright in the licensed Image itself, and does not extend to the subject matter depicted. Art + Commerce makes no representations or warranties with respect to such subject matter, such as any models, trademarks, logotypes, registered or copyrighted designs or works of art depicted in the Images. It is your responsibility to secure any additional rights, consents or permissions that may be necessary to depict or make use of such subject matter.
- – Digital files are provided "as is". Art + Commerce makes no representation or warranty, either express or implied, including but not limited to any implied warranties of merchantability, fitness for any particular purpose, non infringement, quality of Image, or compatibility with any computer hardware or other equipment, operating system or software program.
- – This agreement is not assignable or transferable.
- – The terms set forth herein, together with the usage terms specified in the invoice, contain all the terms of the agreement between you and Art + Commerce, which terms can only be modified in a writing signed by both you and Art + Commerce. The license granted herein shall not take effect unless and until payment in full is received by Art + Commerce.
- – Payment is to be made immediately by credit card.
- – You may cancel an order within ten days of the invoice date, in which case Art + Commerce will refund 100% of the agreed payment less a $50 transaction fee. If you cancel an order more than 10 days but less than 30 days after the invoice date, Art + Commerce will refund 50% of the licensed fee. Commencing 30 days after the invoice date, there shall be no refunds. Your use of each licensed Image must commence within twelve (12) months of the invoice date, after which time your right to use the image shall expire without refund.
- – Each licensed Image used editorially shall bear a credit line in the form:
"[name of photographer or creator of the Artwork] / PhotoVogue / Art + Commerce". Art + Commerce reserves the right to charge you an additional fee equal to three times the original fee if you use the Image(s) without a credit.
- – You are responsible for the payment of all sales, use, withholding or other transactional taxes (if any).
- – You shall provide Art + Commerce with two (2) free copies of any printed publication in which a licensed Image appears.
- – All rights not specifically granted herein to you are reserved to the applicable photographer's and Art + Commerce's use and disposition without any limitations whatsoever.
- – You agree that the above terms are made pursuant to Article 2 of the UNIFORM COMMERCIAL CODE and you agree to be bound by same.
Limitation of liability
- – Under no circumstances will Art + Commerce or the copyright owner of the Image be liable for any direct, incidental, consequential, indirect or punitive damages as a result of the use of the Images.
- – You agree to indemnify and hold Art + Commerce harmless against any and all claims, liabilities, damages, costs and expenses, including reasonable attorney's fees, arising from your use of any Image or your breach of this agreement.
Disputes or claims arising out of use of Images:
- – Any and all disputes, with the exception of copyright claims, arising out of, under or in connection with this agreement, including, without limitation, the validity, interpretation, performance and breach hereof, shall be settled by arbitration in New York, New York, pursuant to the rules of the American Arbitration Association. Judgment upon the award rendered may be entered in the highest court of the forum, State or Federal, having jurisdiction. This agreement, its validity and effect, shall be interpreted under and governed by the laws of the State of New York. Art + Commerce's maximum liability shall not exceed the fee paid to it as specified in the invoice for the use of the relevant Image.
- – You expressly agree that any disputes regarding this contract shall be adjudicated within the United States in the manner described herein, and you waive any objection to such jurisdiction.
- – Copyright claims shall be brought in the Federal court having jurisdiction.