 |
High Desert West Digital Photograph
Limited License Agreement
Please read this agreement
carefully. The following terms and conditions, the content-specific
invoice, and the content-specific on-line pages at High Desert
West.com applicable to this photograph, collectively govern your
access to and use of all photographs available from High Desert West
and constitute a binding agreement between you and High Desert West.
By obtaining, using or paying for any photograph(s) from High Desert
West, you agree to be bound by and comply with all of the terms of
this agreement. If you do not agree with any of the applicable
terms, do not obtain or use any photographs from High Desert West.
"Royalty-free photograph" means the
photograph is licensed for an unlimited number of authorized uses or
end products by you for a one-time flat fee.
A. By purchasing this
photograph you agree to the following terms:
1. This product is sold on
a royalty-free basis. The photographer grants you a limited,
non-exclusive, perpetual, and worldwide right to use this
photograph for the sole purpose of manipulating or otherwise
using the Royalty-Free image to create the authorized end
use in any and all media now known or hereafter devised
except as noted below in
Section G.1.- Unauthorized Uses.
2. This royalty-free
license is non-transferable and non-sub licensable. Only You
may use the photograph and the end product must be only for
your own end use.
3. Your employees and
contractors (if any) may use the photograph as necessary to
create the end product provided that each employee or
contractor has agreed to comply with these terms, and
further provided that you remain jointly and severally
liable for any breach of the terms of this agreement by such
employee(s) or contractor(s).
4. Except insofar as it has
been incorporated by you into the permitted end use, you may
not sell, rent, loan, give, sub-license or otherwise
transfer this photograph to anyone or any right to reproduce
the photograph.
5. The photographer retains
all right, title, and interest in and to all of the
copyrights, patent rights, trademarks, trade secrets, and
all other proprietary rights of the photograph.
6. No rights for any
photograph are granted except the limited license of this
agreement.
7. Any right, title or
interest arising in any compilation or derivative work
created using this photograph shall not entitle you to use
the photograph except as permitted by this license.
8. You do not acquire any
copyright ownership or equivalent rights in or to this
photograph or any other property of High Desert West or
these photographers as a result of any license High Desert
West grants to you.
9. You hereby allow High
Desert West to use, without charge, your end use product in
displays and presentations including websites for High
Desert West's marketing purpose, solely to demonstrate how
you have used the photograph.
B. Limited Warranty and
Disclaimer:
1. High Desert West
warrants that the photograph provided will be free from
defects in material and workmanship (but not visual
artifacts or flaws inherent in the original photograph) for
90 days following delivery. High Desert West will provide
you with a replacement of the digital copy of the photograph
or, in High Desert West's sole discretion, refund any fee
actually paid by you to High Desert West provided you have
not made any use of the photograph.
2. While High Desert West
makes efforts to use accurate caption information, High
Desert West does not warrant that such information is
accurate.
3. High Desert West
provides this digital download service on an "as-is" basis
without warranty of any kind, including warranty of
continued access or availability or against interruption of
service.
4. High Desert West makes
no warranties, nor shall High Desert West be liable for any
claims related to or arising from your use of this
photograph which (a) has been modified by you, or (b) has
been combined by you with other photographs, products, text,
or materials.
5. Except as may be
otherwise expressly stated in these terms and conditions,
High Desert West, on behalf of itself and it's photographers
makes no other warranty, express, implied, or statutory
regarding any photographs, or its online systems, including,
without limitation, any implied warranties of
merchantability or fitness for a particular purpose.
C. Limitation of Liability:
1. Except for any liability
which cannot by law be excluded or limited, neither High
Desert West nor any High Desert West subsidiary, successor,
predecessor, parent, joint venture, affiliate, officer,
director, employee, contractor, content source, licensor, or
licensee shall be liable to you or any other third party
claiming through you for indirect, incidental, special,
punitive, statutory or consequential damages arising out of,
or relating to this agreement and/or your use or inability
to use the photograph, whether framed as a breach of
warranty of merchantability, title, non-infringement, or
fitness for a particular purpose, in tort, contract, failure
of essential purpose, or otherwise in no event shall High
Desert West's or any of it's subsidiaries', successors',
predecessors', parents', joint ventures', affiliates',
officers', directors', employees', contractors', content
sources', licensors', or licensees' total aggregate
liability to you or any third party claiming through you
arising from this agreement, its termination or expiration,
and/or your use of any content provided hereunder, shall
exceed the actual monetary amount received by High Desert
West for the use of the applicable photograph. The foregoing
limitations are applicable notwithstanding any failure of
essential purpose.
D. Your Indemnification of High
Desert West:
1. You agree to indemnify
and hold harmless High Desert West and its photographers,
officers, directors, employees, contractors, subsidiaries,
joint ventures, licensors and licensees against all claims
(including, without limitation, claims by third parties),
liability, damages (including punitive damages), judgments,
settlements, costs and expenses, including reasonable legal
fees and expenses, arising out of or related to (1) Your
breach of any terms, conditions, or restrictions of this
Agreement (including the terms, conditions and restrictions
identified on the invoice(s) and specific content web
pages), (2) Your use or modification of any photograph, or
combination of any photograph, with any text or other
material, (3) Your failure to obtain from third parties all
permissions necessary to use the photograph, (4) photographs
which High Desert West has otherwise notified you not to
license or otherwise use prior to the beginning of the Term
of the license for such photograph, and (5) any act or
failure to act by you or any of your employees, contractors,
employers, agents, clients, principals, or users.
E. High Desert Wests'
Indemnification of You:
1. High Desert West agrees
to indemnify and hold you harmless against all claims,
liability, damages (except punitive damages), costs and
expenses, including reasonable legal fees and expenses,
awarded against you arising out of or related to High Desert
West's breach of the warranties to you as provided above.
Notwithstanding the preceding, High Desert West shall have
no obligation under this section unless you provide High
Desert West with written notice within ten (10) days of your
receipt of any claim subject to indemnity and the right to
defend or control the defense of such claim and shall not,
in any case, have any obligation with respect to any claims
covered above.
F. Releases and Clearances:
1. The rights High Desert
West grants to you do not include a license to, and High
Desert West makes no representations or warranties that it
owns or licenses any rights related to or in any persons,
places, property (real, personal or of any other kind) or
subject matter depicted in any photograph. All photographs
may be subject to copyrights, trademarks, rights of
publicity, moral rights, property rights or other rights
belonging to another party. If you are unsure whether
additional rights are needed for your use, you are
responsible for consulting with competent legal counsel. No
employee or representative or High Desert West may make, and
you shall not rely upon, any representations or warranties
other than those stated herein.
G. Unauthorized Uses:
1. Without limitation,
photographs may not be used as a trademark, or for any
pornographic use, or unlawful purpose or use, or to defame
any person, or to violate any person's right of privacy,
publicity or moral rights, or to infringe upon any
copyright, trade name or trademark of any person or entity.
You do not acquire, and shall not claim, any rights
(trademark, copyright, or otherwise) in the photograph
itself apart from your end use. Unauthorized use of the
photograph constitutes infringement of copyright and other
applicable rights and shall entitle High Desert West to
exercise all rights and remedies under applicable copyright
and other laws, including monetary damages against all users
and beneficiaries of the use of the photograph.
H. Payment:
1. You hereby agree to and
are required to pay High Desert West for all photographs
that you obtain under the terms of this agreement,
regardless of whether you use the photograph. Payment for
the use of each photograph is required prior to transmission
of the digital image to you by any means.
I. Jurisdiction
1. Any dispute regarding
this agreement shall be governed by the laws of the State of
Nevada and the parties agree to accept the exclusive
jurisdiction of the state and federal courts located in
Nevada regardless of conflicts of laws.
Back to top
visitors since September 28,
2007.
|
 |
