Digital Image License Agreement - Template, Sample Form Pro · US-law
✓ Valid in United States · drafted to comply with local law
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DIGITAL IMAGE LICENSE AGREEMENT
Please read these terms and conditions carefully before using or purchasing this Digital Image License from the Seller. By using or purchasing this Digital Image License from the Seller, the Buyer agrees to be bound by the terms and conditions of this Agreement. If the Buyer does not accept the terms and conditions in this Agreement, the Buyer should not use or purchase the Digital Image from the Seller.
RECITALS.
A. This Digital Image License Agreement (the “Agreement”) is made and entered into effective as of ________ (the “Effective Date”), by and between the following party who owns the image (the “Seller”):
________, a ________ organized under the laws of the State of ________,
of
________
and the following party who would like to purchase a license to use the image (the “Buyer”):
________, a ________ organized under the laws of the State of ________,
of
________
The Seller and the Buyer are each referred to herein individually as a “Party” and collectively as the “Parties.”
B. WHEREAS, the Seller is the sole and exclusive owner of all right, title, and interest, including all copyright, in and to a certain digital image or digital images; and
C. WHEREAS, the Buyer desires to obtain, and the Seller is willing to grant, a license to use such digital image upon the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants, promises, and agreements contained herein, the Seller providing the Digital Image to the Buyer and the Buyer paying the Seller the Purchase Price, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
§ I. DIGITAL IMAGE
1. The Seller owns and is licensing to the Buyer the following digital image or digital images described below (the “Digital Image”):
________
§ II. LICENSE
2. The Digital Image is and shall remain the sole and exclusive property of the Seller and is protected under the United States Copyright Act, 17 U.S.C. § 101 et seq., and applicable international copyright treaties. No title to or ownership of the Digital Image or any intellectual property rights therein is transferred to the Buyer under this Agreement. This Agreement constitutes a license, and not a sale or assignment, of the Digital Image.
3. The Digital Image shall not be copied, published, displayed, distributed, or otherwise used in any manner except as expressly provided for in this Agreement.
4. The Seller reserves all rights not expressly granted to the Buyer herein, including the right to use the Digital Image on the Seller’s website and for the Seller’s own marketing or advertising purposes.
5. Subject to the terms and conditions of this Agreement and the Buyer’s payment of all amounts due, the Seller grants to the Buyer a ________ (e.g., exclusive or non-exclusive), revocable, non-transferable (except as set forth in § XV) license to use the Digital Image solely for the Permitted Use during the License Term.
6. The Seller will deliver the Digital Image to the Buyer on ________ (the “Contract Start Date”), and the license shall continue for a term of ________ (the “License Term”), unless earlier terminated in accordance with § X.
§ III. PERMITTED USE
7. The Buyer shall use the Digital Image only in accordance with this Agreement.
8. The Buyer shall use the Digital Image for personal, non-commercial use only, subject to the restrictions on use set out in this Agreement (the “Permitted Use”), for the duration of the License Term.
9. The Buyer may share the Digital Image on its social media platforms so long as the Digital Image is unaltered and includes a direct link to the Seller’s website or attribution credit to the Seller.
§ IV. RESTRICTIONS ON USE
10. The Buyer shall not resell, sub-license, assign, lease, lend, or redistribute the Digital Image except as expressly provided for in this Agreement.
11. The Buyer shall not use the Digital Image in a commercial manner to earn money, for marketing or advertising purposes, or as or within a trademark, service mark, logo, or trade name, except as expressly provided for in this Agreement.
12. The Buyer shall not use the Digital Image in any obscene, pornographic, defamatory, libelous, harassing, or otherwise unlawful or immoral manner.
13. The Buyer is limited to ________ reproductions of the Digital Image during the License Term.
14. The Buyer shall not permit others to use the Digital Image and shall not use the Digital Image in any manner that allows third parties to download, copy, or redistribute the Digital Image, except in accordance with this Agreement.
15. The Buyer is subject to the following limits on market and/or audience for the Digital Image:
________
16. The Buyer shall not use, and shall not allow to be used, the Digital Image for any purpose prohibited by the laws of the United States or any applicable state law.
§ V. DEPOSIT
17. The Buyer shall pay to the Seller a deposit in the amount of $________ (________) (the “Deposit”), due upon execution of this Agreement.
18. The Deposit shall be refunded to the Buyer in the event this transaction is not completed, and shall otherwise be applied to the Purchase Price.
§ VI. PURCHASE PRICE
19. For the license to use the Seller’s Digital Image, the Buyer shall pay a fixed fee of $________ (________) (the “Purchase Price”).
20. The Buyer shall pay the Purchase Price in the form of one lump-sum payment, due upon the date set forth at ________.
21. For any payment that is not paid when due, the Buyer shall pay a late fee of $________ (________), together with interest at the rate of ________% per annum, or the maximum rate permitted by applicable law, whichever is less.
§ VII. MODIFICATIONS
22. The Buyer may make modifications to the Digital Image without prior approval from the Seller; provided, however, that any such modification shall not relieve the Buyer of any restriction set forth in § IV, and the Seller shall retain ownership of all copyright in the underlying Digital Image and any derivative works thereof to the maximum extent permitted by law.
§ VIII. WARRANTIES
23. The Seller warrants that it is the owner of, or is otherwise entitled to grant the license to use, the Digital Image described in this Agreement, and that, to the best of the Seller’s knowledge, the license granted hereunder does not infringe upon the rights of any third party.
24. The Seller warrants that the Digital Image shall be free from material defects, with normal use, for ________ days after the Contract Start Date (such period, the “Warranty Period”). Any defect, with normal use of the Digital Image, before the expiry of the Warranty Period will entitle the Buyer to the immediate replacement of the Digital Image, a full or partial refund of the Purchase Price, or a price reduction, as appropriate. The Seller shall have the sole option whether to replace the Digital Image, to refund an amount paid, or to reduce the Purchase Price.
25. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE DIGITAL IMAGE IS PROVIDED “AS IS” AND THE SELLER DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
§ IX. LIABILITY AND INDEMNITY
27. The Buyer agrees to defend, indemnify, and hold harmless the Seller and its officers, directors, employees, agents, and suppliers against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees, and costs of any kind or amount whatsoever resulting from or arising out of the unauthorized use of the Digital Image by the Buyer, or its officers, employees, agents, or suppliers, or the Buyer’s breach of this Agreement.
§ X. TERMINATION
28. This Agreement may be terminated by either Party by providing fourteen (14) days’ prior written notice to the other Party.
29. This Agreement shall automatically terminate on ________.
30. This Agreement shall terminate immediately upon the failure of the Buyer to comply with the terms and conditions herein.
31. The Seller reserves the right to cancel this Agreement immediately:
a. if the Buyer fails to make a payment when due; or
b. in the event of the Buyer’s insolvency, bankruptcy, assignment for the benefit of creditors, or appointment of a receiver.
32. The Seller reserves the right to discontinue the license and terminate this Agreement immediately, as well as to commence legal proceedings, if any copyright infringement has occurred due to the Buyer’s unauthorized use of the Digital Image.
33. Upon expiry or termination of this Agreement, the Buyer shall immediately discontinue all use of the Digital Image and shall destroy all copies and archives of the Digital Image in its possession or control. The provisions of §§ II, IX, XIII, XIV, and XX shall survive the expiry or termination of this Agreement.
§ XI. FORCE MAJEURE
34. The Seller shall not be liable for any failure or delay in performing its obligations under this Agreement where such failure or delay results from any cause that is beyond the reasonable control of the Seller, including, without limitation, acts of God, natural disasters, fire, flood, war, terrorism, civil unrest, labor disputes, governmental action, power failures, or failures of telecommunications or internet services.
35. If such circumstances continue for a continuous period of more than thirty (30) days, either Party may terminate this Agreement by written notice to the other Party.
36. The affected Party shall promptly notify the other Party of the occurrence of any such force majeure event and shall use reasonable efforts to resume performance of its obligations as soon as practicable.
§ XII. EXPORT LAWS
37. In order to obtain a license for the Digital Image, the Buyer must be in compliance with all applicable export control laws and regulations, including the U.S. Export Administration Regulations and the regulations administered by the U.S. Office of Foreign Assets Control.
38. The Buyer shall not ship, transfer, or export the Digital Image to any country in a manner prohibited by the laws of the United States, nor use it in any manner prohibited by the laws of the United States.
§ XIII. CONFIDENTIAL INFORMATION
39. The term “Confidential Information” refers to any information or materials that are proprietary to the Seller, whether or not owned or developed by the Seller, and which the Buyer may obtain through any direct or indirect contact with the Seller or the Digital Image.
41. Confidential Information does not include the following:
a. Matters of public knowledge that do not result from a breach of this Agreement by the Buyer;
b. Information rightfully received by the Buyer from a third party without a duty of confidentiality;
c. Information independently developed by the Buyer without use of the Confidential Information;
d. Information required to be disclosed by operation of law, court order, or governmental authority, provided the Buyer gives the Seller prompt prior written notice and cooperates in any effort to obtain protective treatment;
e. Information disclosed by the Buyer with the prior written consent of the Seller; and
f. Any other information that both Parties agree in writing is not confidential.
§ XIV. PROTECTION OF CONFIDENTIAL INFORMATION
42. The Buyer understands and acknowledges that the Confidential Information has been developed or obtained by the Seller through the investment of significant time, effort, and expense, and that the Confidential Information is a valuable, special, and unique asset of the Seller which provides the Seller with a significant competitive advantage, and needs to be protected from improper disclosure.
43. In consideration for the receipt by the Buyer of any Confidential Information, the Buyer agrees as follows:
a. No Disclosure: The Buyer will hold the Confidential Information in confidence and will not disclose the Confidential Information to any person or entity without the prior written consent of the Seller.
b. No Copying or Modifying: The Buyer will not copy or modify any Confidential Information without the prior written consent of the Seller.
c. Unauthorized Use: The Buyer shall promptly advise the Seller if the Buyer becomes aware of any possible unauthorized disclosure or use of the Confidential Information.
d. Application to Employees: The Buyer shall not disclose any Confidential Information to any employees of the Buyer, except those employees who are required to have the Confidential Information in order to perform their job duties in connection with the limited purposes of this Agreement. Each permitted employee to whom Confidential Information is disclosed shall sign a non-disclosure agreement substantially the same as this Agreement at the request of the Seller.
§ XV. ASSIGNMENT
44. The Buyer may not assign or transfer its rights under this Agreement without the prior written consent of the Seller. Any permitted assignment shall not change the duty of either Party, increase the burden or risk involved, or impair the chances of obtaining the performance of this Agreement.
45. This Agreement shall inure to the benefit of and be binding upon the Seller and the Buyer and their respective permitted successors and assigns.
§ XVI. ENTIRE AGREEMENT
46. This Agreement contains the entire agreement between the Parties regarding the subject matter hereof, and supersedes all prior or contemporaneous negotiations, representations, promises, or conditions, whether oral or written.
§ XVII. SEVERABILITY
47. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable.
48. If a court of competent jurisdiction finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.
§ XVIII. AMENDMENT
49. This Agreement may be modified or amended if and only if the amendment is made in writing and signed by both Parties.
§ XIX. WAIVER OF CONTRACTUAL RIGHTS
50. The failure of either Party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that Party’s right to subsequently enforce and compel strict compliance with every provision of this Agreement.
§ XX. GOVERNING LAW AND VENUE
51. This Agreement shall be governed by and construed in accordance with the laws of the State of ________, without regard to its conflict-of-laws principles, except that all matters of copyright shall be governed by the federal laws of the United States.
52. The Parties agree that any dispute arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in ________, and each Party hereby consents to the personal jurisdiction of such courts.
§ XXI. NOTICE
53. Any notice or communication required or permitted under this Agreement shall be sufficiently given if delivered in person or sent by certified mail, return receipt requested, postage prepaid, to the address set forth in the opening paragraph of this Agreement, or to such other address as one Party may have furnished to the other in writing.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date first written above.
EXECUTION:
_________________________________
________, Authorized Representative of ________, Seller
Title: ________
_________________
Date
_________________________________
________, Authorized Representative of ________, Buyer
Title: ________
_________________
Date
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