Commercial
Photograph License
Commercial Photograph License of Use
Definitions
The terms “Licensor,” “photography team,” “us,” “we,” and “our” refer to Katya Vilchyk Photography & Design, LLC and all agents, employees, or other representatives.
The terms “Licensee,” “you” and “your” refer to Client and all agents, employees, or other representatives.
The term “including” means “including, but not limited to.”
The term “photographs,” “photograph,” or “images” refer to the digital materials.
Alternative: The term “photographs,” “photograph,” or “images” refer to the photographs taken under the Photography Services Agreement with Licensee on session date.
The terms “License” and “license” refer to this duly executed contractual obligation between parties.
Intellectual Property Rights
Licensor 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-sublicensable rights. The Licensee may transfer these rights to an entity of which Licensee is an employee of and/or purchased on behalf of. The Licensee may also transfer these rights to sub-contractors or distributors to use the photograph(s) in any production or distribution process related to the Licensee’s final project or end use. These subcontractors and distributors may not use the content for any other purpose.
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).
Distribution of Photographic Materials
Commercial use of any photograph(s) by the Licensee will be of a workmanlike quality acceptable to the Licensor, who shall evaluate such acceptability in accordance with traditional standards of good faith and fair dealing.
Licensee agrees to distribute the photograph(s), through Internet Usage and Physical Usage in a commercially reasonable manner and in such manner that will not harm the professional reputation of Licensor. Further, the Licensee agrees not to utilize the photograph(s) in any pornographic, illegal, libelous, scandalous, or such other manner that would tend to damage the image and reputation of the Licensor.
Internet usage (“Internet Usage”) includes digital distribution of the photographs for use on Licensee’s website, email marketing, broadcast program and related social media business platforms (e.g. Facebook, Twitter, Instagram) for the Licensee’s business.
Physical usage (“Physical Usage”) includes physical reproductions of the photographs for use in physical marketing activities (e.g. brochures, business cards, wall displays, and billboards) for the Licensee’s business. Licensee may use the photograph(s) in merchandise or products for resale. Physical Usage is unlimited.
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).
Presentation of Photographic Materials
Licensee’s presentation of any photograph(s) will be of a workmanlike quality acceptable to the Licensor, who shall evaluate such acceptability in accordance with traditional standards of good faith and fair dealing. 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. Modifications are limited to resizing, cropping and resolution adjustment to fit the distribution platform requirements.
Warranty Disclaimer
If the photograph(s) contain a third-party’s business name, logo, or trademark, the Licensee must obtain written permission of use. The Licensor is not responsible or liable for the Licensee’s use of images containing a third-party’s intellectual property. Unless specifically warranted in this License, Licensor does not grant any right or make any warranty with the regard to the use of names, trademarks, trade dress, people, logos, copyrighted works, designs, architecture depicted or contained in the content.
Indemnification
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.
Third-Party Infringement
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.
Confidentiality
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.
Miscellany
Licensor and Licensee shall at all relevant times herein maintain the utmost good faith and fair dealing in their mutual duties under this License.
Licensee agrees to be responsible for and pay any and all state taxes, uses taxes, value added taxes, withholding taxes and duties imposed by any jurisdiction as a result of the license granted.
Neither Party shall be liable for any delay in performing or failing to perform obligations if that delay or failure results from events or circumstances outside its reasonable control. Such delay or failure shall not constitute a breach of this License and the time for performance shall be extended by a period equivalent to that during which performance is so prevented provided that if such delay or failure persists for more than 90 days, nothing in this Clause shall be taken to limit or prevent the exercise by either Party of its rights of termination under this License without claim (arising from the termination) against the Party defaulting by reason of force majeure cure provided that any outstanding pre-existing claims shall not be thereby terminated.
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.
This License will be construed under GA / Fulton County law, without regard to its choice of law provisions. The state and federal courts for Fulton County or Roswell GA will have exclusive jurisdiction over any dispute arising under or relating to this License. The Parties agree to proceed with a bench trial, and each hereby waive any right to a jury. In any such suit, the prevailing Party will recover all costs incurred and a reasonable attorney’s fee.
This document may be executed by countersignature, in which case it will be effective on the date the final Party signs the License.
This License will last indefinitely and will continue even if any other License between the Parties governing their business relationship terminates or otherwise concludes.
Any rule of construction to the effect that ambiguities are to be resolved against the drafting Party will not apply in interpreting this License. The language in this License will be interpreted as to its fair meaning and not strictly for or against any Party.
If any portion of this License is deemed to be illegal or unenforceable, the remaining provisions of this License remain in full force.