These License Terms and Conditions (“Agreement”) are made between you (hereinafter “Licensee”) and Kendrix Thomas d/b/a Freedom of Photography, its affiliates, successors, and assignees (collectively “Licensor”) which governs your access to and use of the images on Licensor’s website (“Licensed Work”). Licensee’s access to and use of the Licensed Work is conditioned upon Licensee’s acceptance of and compliance with this Agreement and the website’s Terms and Conditions. By licensing the Licensed Work, you hereby agree to be bound by the following terms and conditions:
1. Standard License Grant. (a) Licensor hereby grants a non-exclusive, non-transferable right to use the Licensed Work for one Single Use for personal, non-commercial use, resale, or distribution of any kind. “Single Use” shall mean for purposes of this license, the use of the Licensed Work in a single context (i.e. a news story, blog post, page of a publication) one (1) single time, provided that a reprint of that single context in any medium and distribution channel is permitted, so long as Licensee is not compensated for such reprint.
(b) Under the Standard License Grant, Licensee may reproduce the Licensed Work as a digital reproduction, including on websites, email marketing and in online social media for non-commercial use only.
2. Enhanced License Grant. In the event Licensee purchases an Enhanced License, Licensor hereby grants in addition to the following rights under the Standard License, the following non-exclusive, non-transferable right to use, modify, reproduce, distribute and republish the Licensed Work for multiple use:
a. as a digital reproduction, including on websites, for online advertising, social media, mobile advertising, mobile “apps,” electronic publications (i.e. e-books, e-magazines, blogs, etc.), email marketing, and in online media in all forms now known and hereafter devised;
b. printed in physical form as part of product packaging and labeling, letterhead, business cards, point of sale advertising, cover art for CDs, DVDs or digital cover art, step and repeats, in the advertising and copy of tangible media, incorporated for use in magazines, newspapers, and books provided no Licensed Work is reproduced more than 500,000 times in the aggregate;
c. incorporated into film, video and television series, advertisements or other audio-visual productions for distribution in any medium now known or hereafter devised, without regard to audience size; and/or
d. incorporated as digital template for sale or distribution.
3. Use Restrictions. Licensee may not: (i) use the Licensed Work other than as expressly provided by the license purchased with respect to the Licensed Work; (ii) portray any person depicted in the Licensed Work in a way that a reasonable person would find offensive, including without limitation, in any pornographic or adult entertainment, in connection with advertisements for the promotion of tobacco products, in a political context or endorsement of any political candidate or elected official, or engaging in any immoral or criminal activities; (iii) in any deceptive context or in a manner that could be considered libelous, obscene or illegal; (iv) resell the Licensed Work as party of a gallery of content through which third parties may search and select from such content; (v) use as part of a trademark, service mark, design logo;(vi) falsely represent, expressly or by way of reasonable implication, that any Licensed Work was created by you or a person other than Licensor; and/or (vii) incorporated into merchandise intended for sale or promotional distribution (collectively the “Merchandise”), including without limitation, textiles, artwork, magnets, wall-art, calendars, toys, key chains, stationery, greeting cards, and any other physical reproduction for resale or distribution.
4. Credit and Copyright Notices. Licensee’s use of the Licensed Work in connection with any news reporting, commentary, publishing or any other context shall be accompanied by a credit in substantially the following form:
Name of Artist: Kendrix Thomas
Such credit attributions shall be of such size, color and prominence to be conspicuous enough to be clearly and easily readable.
5. Copyright Ownership. It is expressly understood that all rights, title, interest and proceeds of the copyrights in the Licensed Work (including any renewals) shall be solely owned and controlled by Licensor.
6. Right to Revoke License. In the event the Licensee breaches the provisions of this Agreement and fails to cure such breach within five (5) business days (or within one (1) business day in the case of breaches that pose an imminent security or safety risk) after written notice from Licensor, the Licensor may suspend Licensee’s license to use the Licensed Work.
7. No Refunds. Except when required by law, Licensor shall be under no obligation to issue refunds under any circumstances. All fees are non-refundable.
8. Audit. At Licensor’s sole cost and expense, Licensor shall have the right to have a public accountant and/or attorney audit Licensee’s books, documents, records, and any other documents in connection with the Licensed Work by providing at least five (5) calendar days prior written notice to Licensee.
9. Representations and Warranties. In consideration of Licensee’s use of the Licensed Work, Licensee hereby represents and warrants to: (i) comply with the license terms; and (ii) that Licensee has the full right and authority to enter into this Agreement. All Licensed Work is provided “as-is” without warranty of any kind, either express or implied, including, but not limited to the implied warranties of non-infringement, merchantability, or fitness for a particular purpose. If Licensee makes any modification to the Licensed Work, Licensee shall be solely responsible for obtaining any additional clearances that may be required and shall be solely responsible for any liability in the manipulation of the Licensed Work.
10. Indemnification. Licensee hereby indemnifies and holds harmless Licensor, its officers, employees, directors, managers, agents, successors and assignees, against any damages, claims, causes of action, demands, settlements, judgments, liabilities, costs and expenses (including reasonable attorneys’ fees) arising out of any third party claims and/or Licensee’s breach of the representations and warranties herein.
11. Limitation of Liability. In the event Licensor is found to be liable for any damages, Licensor’s aggregate obligation and liability shall be limited to the total fee paid for the Licensed Work.
12. Notices. All written notices to Licensor shall be emailed to Licensor at Kendrix@freedomofphotography.com. The Licensor will provide an address to where the hardcopy is to be mailed.
13. Additional Provisions.
(a) If Licensee uses any License Work as part of a work product created for or delivered to a client or customer, Licensee agrees to disclose the identities of such clients or customers to Licensor, upon Licensor’s written request.
(b) This Agreement shall be governed and construed by the laws of the State of Tennessee without giving effect to any conflict of law principles. If a dispute arises out of or relates to the terms of this Agreement, and if the dispute cannot be settled through negotiation, such disputes shall first be settled by mediation administered by the American Arbitration Association under its Commercial Mediation Procedures before resorting to arbitration. If such disputes cannot be settled through mediation procedures, such disputes arising under, out of, or in any way connected to this Agreement shall be submitted to the American Arbitration Association in the State of Tennessee in accordance with its Commercial Arbitration rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.