LICENSE INFORMATION
This page provides information about the types of license rights available for LoRa Photography products and the license agreements pertaining to those products and rights.
Image Subscription Agreement
THIS IS A LEGAL AGREEMENT (THE “AGREEMENT”) BETWEEN LICENSEE, PURCHASER AND LoRa PHOTOGRAPHY. THIS AGREEMENT APPLIES TO LICENSES ISSUED VIA THE WEB AND VIA LOCAL SALES REPRESENTATIVES, AND IS APPLICABLE TO ONLINE, DIGITAL AND ANALOG (PHYSICAL) DELIVERY OF LICENSED MATERIAL. BY ORDERING A LICENSE, LICENSEE AND, IF APPLICABLE, PURCHASER, IS CONFIRMING THAT IT HAS CAPACITY TO FORM A CONTRACT UNDER ITS LOCAL LAWS.
1. Definitions. In this Agreement the following definitions apply:
1.1 “Invoice” means the computer-generated or pre-printed standard form invoice provided by LoRa Photography that shall include, without limitation, the LoRa Photography licensing company, the Licensed Material selected and the corresponding price for the license of such Licensed Material (“License Fee”). The Invoice shall be incorporated into this Agreement and all references to the Agreement shall include the Invoice.
1.2 “Licensed Material” means any still image or visual representation generated optically, electronically, digitally or by any other means, including any negatives, transparencies, film imprints, prints, original digital files, or any copies thereof, or any other product protected by copyright, trademark, patent or other intellectual property right, which is licensed to Licensee by LoRa Photography under the terms of this Agreement. Any reference in this Agreement to the Licensed Material shall be to each individual item within the Licensed Material and also to the Licensed Material as a whole.
1.3 “Licensee” means the entity purchasing a license hereunder or, if there is a separate Purchaser, the entity specifically designated as Licensee during the purchase process and set forth as such in the Invoice.
1.4 “Licensee Work” means an end product, service, campaign or publication that has been created by or on behalf of Licensee using independent skill and effort and that incorporates a Reproduction of the Licensed Material as well as other material.
1.5 “Purchaser” means the entity purchasing the license hereunder on behalf of a third-party Licensee.
1.6 “Reproduction” and “Reproduce” mean any form of copying or publication of the whole or a part of any Licensed Material, via any medium and by whatever means, the distortion, alteration, cropping or manipulation of the whole or any part of the Licensed Material, and the creation of any derivative work from, or that incorporates, the Licensed Material.
1.7 “User” means subcontractor of Licensee who downloads, manipulates, edits, modifies or saves the digital file containing the Licensed Material.
2. Grant of Rights. Subject to the terms of this Agreement:
2.1 LoRa Photography grants to Licensee a non-exclusive, non-transferable, non-sublicensable, worldwide right to access the LoRa Photography subscription and Reproduce the Licensed Material made available to Licensee through the subscription an unlimited number of times during the term of the LoRa Photography subscription purchased as identified in the Invoice (“Term”) in any and all media for all purposes other than those uses prohibited under Section 3 of this Agreement.
2.2 LICENSEE IS GRANTED A ONE (1) PERSON SEAT LICENSE FOR USE OF THE LICENSED MATERIAL FOR EACH USER SEAT PURCHASED. THIS IS NOT A SIMULTANEOUS USE LICENSE. ONLY ONE (1) USER MAY ACCESS THE LoRa Photography SUBSCRIPTION OR USE LICENSED MATERIAL, AS APPLICABLE. EACH USER SHALL BE REQUIRED TO HAVE A SEAT LICENSE. SEAT LICENSES SHALL BE REQUIRED FOR ANY ADDITIONAL “USER(S)”. A User may not download Licensed Material and share such Licensed Material with a non-User or act as a designated downloader who shares Licensed Material with non-Users. Licensee must purchase additional seat licenses if there is more than one (1) User before such additional use begins.
2.3 Following expiration of the Term, Licensee may continue to use any Licensed Material incorporated into a Licensee Work during the Term in the same or different Licensee Work in accordance with the terms of this Agreement. If the individual entering into this Agreement is an agent entering into this Agreement, accessing the subscription and using the Licensed Material on behalf of a single client, this continued use may be exercised by the client and such individual solely to the extent the individual who entered into this Agreement is doing work authorized by and on behalf of that client.
2.4 Licensee may have the Licensed Material Reproduced by subcontractors of Licensee (including Purchaser) for preparation of the Licensee Work, provided that such subcontractors agree to abide by the provisions of this Agreement.
2.5 Licensee may store the Licensed Material in a digital library, network configuration or similar arrangement to allow the Licensed Material to be viewed by employees, partners and clients of Licensee, so long as there is no more than one (1) User.
3. Restrictions.
3.1 Licensee may not share or disclose any password to any other user or third party other than as specifically provided for herein and Licensee agrees to hold all passwords for any subscription in the strictest of confidence. If Licensee breaches any provision of this section, LoRa Photography shall be entitled to (i) terminate this Agreement immediately, (ii) retain all payments paid pursuant to this Agreement and, (iii) seek any legal or equitable remedies.
3.2 Licensee may not download more than the permitted number of downloads of Licensed Material authorized under the subscription plan purchased by Licensee. Licensee shall not stockpile, download, or otherwise store Licensed Material not used during the Term for future use. LoRa Photography may (a) monitor, as frequently as LoRa Photography determines, anything Licensee downloads from the LoRa Photography Web site, (b) track any abuse of Licensee’s username(s) and password(s), (c) suspend or terminate Licensee’s LoRa Photography subscription, without notice, if LoRa Photography believes there is a violation of this Agreement and/or any abuse or sharing of Licensee’s username and password.
3.3 Licensee may not: (i) make the Licensed Material available (separate from the Licensee Work) in any medium accessible by persons other than authorized Users; or (ii) make the Licensed Material in a manner intended to allow or invite a third party to download, extract, redistribute or access the Licensed Material as a standalone file.
3.4 Licensee may not, without obtaining the prior written consent of LoRa Photography and the payment of additional License Fees: (i) use the Licensed Material in any posters (printed on paper, canvas or any other media) or other items for resale, license or other distribution for profit: (ii) include the Licensed Material in an electronic template intended to be Reproduced by third parties on electronic or printed products; (iii) use or display the Licensed Material on websites or in any other medium designed to induce or involving the sale, license or other distribution of “on demand” products, including, without limitation, postcards, mugs, t-shirts, calendars, posters, screensavers or wallpapers on mobile telephones, or similar items; (iv) sub-license, re-sell, rent, lend, assign, gift or otherwise transfer or distribute the Licensed Material or the rights granted under this Agreement; (v) Reproduce a single item of Licensed Material, or an element of the Licensed Material, in excess of 500,000 times in physical (i.e. hard-copy) prints; (vi) use or display the Licensed Material in an electronic format that enables it to be downloaded or distributed via mobile devices or shared in any peer-to-peer or similar file sharing arrangement.
3.5 To the extent that source code is contained within the Licensed Material, Licensee may not reverse engineer, decompile, or disassemble any part of such source code.
3.6 Licensee may not falsely represent, expressly or impliedly, that Licensee is the original creator of a visual work that derives a substantial part of its artistic components from the Licensed Material, nor may it make the Licensed Material available in the form of fine art prints.
3.7 Licensed Material shall not be incorporated into a logo, corporate ID, trademark or service mark, without obtaining the prior written consent of LoRa Photography.
3.8 If any Licensed Material featuring a model or property is used in connection with a subject that would be unflattering or unduly controversial to a reasonable person, Licensee must accompany each such use with a statement that indicates that: (i) the Licensed Material is being used for illustrative purposes only; and (ii) any person depicted in the Licensed Material, if any, is a model.
3.9 Pornographic, defamatory or otherwise unlawful use of Licensed Material is strictly prohibited, whether directly or in context or juxtaposition with specific subject matter. Licensee shall also comply with any applicable regulations and/or industry codes.
3.10 While efforts have been made to correctly caption the subject matter of, and to provide other information (including metadata) related to, the Licensed Material, LoRa Photography does not warrant the accuracy of such information.
3.11 Where Purchaser is licensing Licensed Material on behalf of a Licensee, Purchaser hereby represents and warrants that: (i) Purchaser is authorized to act as an agent on behalf of Licensee and has full power and authority to bind Licensee to this Agreement; and (ii) if Licensee subsequently disputes such power or authority, Purchaser shall be bound and liable for any failure of Licensee to comply with the terms of this Agreement. Nothing in this Section 3.11 shall serve to excuse Purchaser’s obligation to make payment to LoRa Photography of the License Fee.
3.12 If the Licensed Material is Reproduced on a website, Licensee shall post terms and conditions on the website that include restrictions on downloading the Licensed Material for other than personal use, and prohibit republication, retransmission, reproduction or other use of the Licensed Material.
3.13 If the Licensed Material is Reproduced on a social media platform or other third party website, (i) the rights granted herein shall automatically be revoked in the event that the platform or website seeks to exploit purported rights to the Licensed Material contrary to the terms of this Agreement, and (ii) in such event, upon LoRa Photography’ request, Licensee shall remove any Licensed Material from such platform or website.
4. User Accounts.
LoRa Photography will provide Licensee with a number of User accounts as specified in the Invoice, to access Licensed Material on the LoRa Photography website. Licensee will be responsible for tracking all activity for each User account and shall, furthermore: (a) maintain the security of all passwords and identifications issued in connection with each User account; (b) notify LoRa Photography immediately of any unauthorized use of any User account or other breach of security; (c) accept all responsibility for any and all activities that occur under each User account; and (d) accept all risks of unauthorized access to the User accounts by individuals acting or purportedly acting on Licensee’s behalf.
5. Intellectual Property.
5.1 Copyright. No ownership or copyright in any Licensed Material shall pass to Licensee by the issuance of the license contained in this Agreement. Except as expressly stated in this Agreement, LoRa Photography grants Licensee no right or license, express or implied, to the Licensed Material.
5.2 Trademarks. In connection with the use of “LoRa Photography” or any other of LoRa’s Photography or its partners’ trade names, trademarks, logos or service marks, including the names of all Licensed Material collections (“Marks”), Licensee acknowledges and agrees that (i) such Marks are and shall remain the sole property of LoRa Photography or its partners; (ii) except as expressly required in order to satisfy credit obligations under this Agreement, nothing shall confer upon Licensee any right of use in or to the Marks; and (iii) Licensee shall not now or in the future contest the validity of LoRa’s Photography Marks.
5.3 Notice of Violations. Licensee will immediately notify LoRa Photography if it becomes aware or suspects that any third party that has gained access to the Licensed Material through Licensee is wrongfully using the Licensed Material, in whole or in part, or is violating any of LoRa’s Photography intellectual property rights, including, but not limited to, Marks and copyrights.
5.4 No Removal of Notices. Licensee shall not remove any notice of copyright, trade-mark or other proprietary right from any place where it is on or embedded in the Licensed Material;
6. Warranty and Limitation of Liability.
6.1 LoRa Photography warrants that: (i) the Licensed Material will be free from defects in material and workmanship for thirty (30) days from delivery (Licensee’s sole and exclusive remedy for a breach of this warranty being the replacement of the Licensed Material); (ii) it has all necessary rights and authority to enter into and perform this Agreement; (iii) Licensee’s use of the Licensed Material in accordance with this Agreement and in the form delivered by LoRa Photography (i.e., excluding any modifications, Licensee overlays or re-focusing by Licensee), will not infringe on any copyright, moral right, trademark or other intellectual property right and will not violate any right of privacy or right of publicity; and (iv) all necessary model and/or property releases for use of the Licensed Material authorized under this Agreement have been obtained. Licensee shall be responsible for payment of any amounts that may be due, and compliance with any other terms of, any applicable collective bargaining agreement(s) such as Screen Actors Guild in the US as a result of its use of the License Material.
6.2 LoRa Photography DOES NOT MAKE ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE LICENSED MATERIAL OR ITS DELIVERY SYSTEMS, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. LoRa Photography SHALL NOT BE LIABLE TO LICENSEE OR ANY OTHER PERSON OR ENTITY FOR ANY PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR OTHER SIMILAR DAMAGES, COSTS OR LOSSES ARISING OUT OF THIS AGREEMENT, EVEN IF LoRa Photography HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES. NO ACTION, REGARDLESS OF FORM OR NATURE, ARISING OUT OF THIS AGREEMENT MAY BE BROUGHT BY OR ON BEHALF OF LICENSEE OR PURCHASER MORE THAN ONE (1) YEARS AFTER THE CAUSE OF ACTION FIRST AROSE. SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES OR LIABILITY FOR CERTAIN CATEGORIES OF DAMAGES. WITHOUT LIMITING ANY OTHER TERM HEREIN, LoRa Photography SHALL NOT BE LIABLE FOR ANY DAMAGES, COSTS OR LOSSES ARISING AS A RESULT OF MODIFICATIONS MADE TO THE LICENSED MATERIAL BY LICENSEE OR THE CONTEXT IN WHICH LICENSED MATERIAL IS USED IN A LICENSEE WORK.
6.3 Licensee acknowledges that website and products may be subject to temporary shutdowns from time to time for maintenance or due to causes beyond reasonable control and that LoRa Photography shall not have any liability to Licensee by reason of such shutdowns. Under no circumstances shall LoRa Photography or any party involved in creating, producing, or distributing such websites or products be liable for any damages whatsoever resulting from Licensee’s use or inability to use the same, including, but not limited to, the results from mistakes, omissions, interruptions, deletion of files or electronic mail, errors, defects, viruses, delays in operation or transmission, or any failure of performance, whether or not resulting from acts of god, communications failure, theft, destruction, or unauthorized access thereto.
7. Indemnification.
7.1 Licensee shall defend, indemnify and hold harmless LoRa Photography from all damages, liabilities and expenses (including reasonable outside attorneys’ fees), arising out of or as a result of claims by third parties relating to Licensee’s use of any Licensed Material outside the scope of this Agreement or any other actual or alleged breach by Licensee of this Agreement.
7.2 Provided Licensed Material is only used in accordance with this Agreement and Licensee is not otherwise in breach of this Agreement or any payment obligations to LoRa Photography and as Licensee’s sole and exclusive remedy for any breach of the representations and warranties set forth in Section 6.1(ii)-(iv) above LoRa Photography shall, subject to the terms of Section 6.2 above, defend, indemnify and hold harmless Licensee and its parent, subsidiaries and commonly owned or controlled affiliates and their respective officers, directors and employees from damages, liabilities and expenses (including reasonable outside attorney’s fees), arising out of or connected with any actual lawsuit or legal proceeding alleging that LoRa Photography is in breach of its warranties set forth in Section 6.1(ii)-(iv) above. The total maximum aggregate liability of LoRa Photography under this Agreement and any other agreement with LoRa Photography pursuant to which you have licensed the same content, regardless of the file size, or the use or exploitation of any or all of the content in any manner whatsoever and the obligation of LoRa Photography under this Section shall be limited to an aggregate of one thousand ($ 1,000) US dollars per item of Licensed Material. For greater clarity, LoRa Photography’s liability to you in respect of the content shall not exceed one thousand ($ 1,000) US dollars per item of Licensed Material regardless of the number of times that you license the same content from LoRa Photography. The foregoing states LoRa Photography’s entire indemnification obligation under this Agreement.
8. Condition of Licensed Material. Licensee should examine all Licensed Material for possible defects (whether digital or otherwise) before sending any Licensed Material for Reproduction. Without prejudice to Section 6.1(i) above, LoRa Photography shall not be liable for any loss or damage suffered by Licensee or any third party, whether directly or indirectly, arising from any alleged or actual defect in any Licensed Material or its caption or in any way from its Reproduction.
9. Interest on Overdue Invoices. If Licensee fails to pay the Invoice in full within the time specified in the Invoice, LoRa Photography may add a service charge of one-and-one-half percent (1.5%) per month, or such lesser amount as is allowed by law, on any unpaid balance until payment is received.
10. Unauthorized Use and Termination. Any use of Licensed Material in a manner not expressly authorized by this Agreement (including, without limitation, access to the LoRa Photography subscription and use of Licensed Material by more than one (1) User without purchase of additional seat licenses) constitutes copyright infringement, entitling LoRa Photography to exercise all rights and remedies available to it under copyright laws around the world. Licensee shall be responsible for any damages resulting from any such copyright infringement, including any claims by a third party. In addition and without prejudice to LoRa Photography’s other remedies under this Agreement, LoRa Photography reserves the right to charge and Licensee agrees to pay a fee equal to greater of five (5) times LoRa Photography’s standard license or seat fee for the unauthorized use of the Licensed Material. LoRa Photography may charge Licensee and Licensee agrees to pay the single-image list price for each Licensed Material on LoRa Photography that Licensee obtains through unauthorized or abusive use of its LoRa Photography subscription, including, without limitation, Licensed Material obtained through unauthorized sharing of usernames and passwords, unauthorized sharing of Licensed Material or failure to obtain the necessary number of seat licenses. LoRa Photography reserves the right to terminate this Agreement in the event Licensee: (i) enters the Agreement after having received notice of unauthorized use from LoRa Photography relating to the Licensed Material; (ii) fails to pay the License Fee in full within the time specified in the Invoice; or (iii) otherwise breaches the terms of this Agreement. Upon termination, Licensee must immediately (I) stop using the Licensed Material; and (II) destroy or, upon the request of LoRa Photography, return to LoRa Photography the Licensed Material and, in the case of termination by LoRa Photography for cause, the Licensee Work in the possession or control of Licensee.
11. License Cancellation. If Licensee requests in writing to cancel a subscription within 3 days of the date of purchase and provided that Licensee has downloaded no more than three (3) items of Licensed Material and has made no use of any Licensed Material since the date of purchase, then LoRa Photography shall cancel the applicable subscription and issue a 100% credit to Licensee’s account or credit card. In the event of such cancellation, the Grant of Rights under Section 2 shall be revoked, and Licensee shall immediately delete and/or remove the Licensed Material from its premises, computer systems and storage (electronic or physical). Any use of Licensed Material acquired pursuant to a subscription that has been cancelled shall constitute unauthorized use and shall be subject to the terms set forth in Section 10. (*If Licensee subscribed to a one (1) year subscription or two (2) year subscription with monthly, quarterly, or annual billings, Licensee may cancel a subscription within three (3) days from receiving the first invoice for Licensee’s chosen subscription plan, provided that Licensee has not downloaded more than three (3) images and Licensee has not made use of downloaded images.)
12. Miscellaneous Terms.
12.1 Audit/Certificate of Compliance. Upon reasonable notice, Licensee shall provide sample copies of Reproductions containing Licensed Material toLoRa Photography . In addition, upon reasonable notice, LoRa Photography may, at its discretion, either through its own employees or through a third party, audit Licensee’s records directly related to this Agreement and use of Licensed Material in order to verify compliance with the terms of this Agreement. If any such audit reveals an underpayment by Licensee to LoRa Photography of five percent (5%) or more of the amount Licensee should have paid for the time period that is the subject of the audit, in addition to paying LoRa Photography the amount of such underpayment, Licensee shall also reimburse LoRa Photography for the costs of conducting such audit. Where LoRa Photography reasonably believes that Licensed Material is being used by more than the authorized number of Users, or that Licensed Material is being used outside of the scope of the license granted under this Agreement, Licensee shall, at LoRa Photography’s request, provide a certificate of compliance signed by an officer of Licensee, in a form to be approved by LoRa Photography.
12.2 Electronic Storage. For all Licensed Material that Licensee takes delivery of in electronic form, Licensee must retain the copyright symbol, the name of LoRa Photography, the Licensed Material’s identification number and any other information as may be embedded in the electronic file containing the original Licensed Material. Licensee shall maintain a robust firewall to safeguard against unauthorized third-party access to the Licensed Material.
12.3 Withdrawal. LoRa Photography makes no representations or warranties that all Licensed Material and/or Licensed Material collections will be available for use during the Agreement Term. LoRa Photography may discontinue licensing certain Licensed Material and/or Licensed Material collections in its sole discretion. Upon notice from LoRa Photography, or upon Licensee’s knowledge that any Licensed Material is subject to a threatened, potential or actual claim of infringement of another’s right for which LoRa Photography may be liable, Licensee must immediately and at its own expense (i) stop using the Licensed Material; (ii) delete or remove the Licensed Material from its premises, computer systems and storage (electronic or physical); and (iii) ensure that its clients do likewise. LoRa Photography shall provide Licensee with comparable Licensed Material (which comparability will be determined by LoRa Photography in its reasonable commercial judgment) free of charge, but subject to the other terms and conditions of this Agreement.
12.4 Governing Law. This Agreement will be governed in all respects by the laws of the State of New York, U.S.A., without reference to its laws relating to conflicts of law. Any disputes arising from this Agreement or its enforceability shall be finally settled by binding arbitration under the Commercial Rules of the American Arbitration Association (“AAA”) or of the International Chamber of Commerce (“ICC”) to be held in one of the following jurisdictions (whichever is closest to Licensee): Seattle, Washington; New York, New York; Los Angeles, California; London, England; Paris, France; Frankfurt, Germany; Tokyo, Japan; or Singapore. The United Nations Convention on Contracts for the International Sale of Goods does not govern this Agreement. The prevailing party shall be entitled to recover its reasonable legal costs relating to that aspect of its claim or defense on which it prevails, and any opposing costs awards shall be offset. Notwithstanding the foregoing, LoRa Photography shall have the right to commence and prosecute any legal or equitable action or proceeding before any court of competent jurisdiction to obtain injunctive or other relief against Licensee in the event that, in the opinion of LoRa Photography, such action is necessary or desirable.
12.5 Severability. If one or more of the provisions contained in the Agreement is found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected. Such provisions shall be revised only to the extent necessary to make them enforceable.
12.6 Waiver. No action of either party, other than express written waiver, may be construed as a waiver of any provision of this Agreement. A delay on the part of either party in the exercise of its rights or remedies will not operate as a waiver of such rights or remedies, and a single or partial exercise by either party of any such rights or remedies will not preclude other or further exercise of that right or remedy. A waiver of a right or remedy on any one occasion will not be construed as a bar to or waiver of rights or remedies on any other occasion.
12.7 Entire Agreement. This Agreement is intended for customers of LoRa Photography and contains all the terms of the license agreement. No terms or conditions may be added or deleted unless made in writing and either signed by an authorized representative of LoRa Photography or issued electronically by LoRa Photography and signed by its authorized representative. Notwithstanding the foregoing, LoRa Photography reserves the right to change any of the terms of this Agreement at any time, and you agree to be bound by such changes. In the event of any inconsistency between the terms contained herein and the terms contained on any purchase order or other communication sent by Licensee, the terms of this Agreement shall govern.
12.8 Taxes. All License Fees are exclusive of any applicable sales, use, withholding or other transactional taxes, which are the sole responsibility of Licensee or Purchaser (if any).
Comping File Preview License Agreement
THIS IS A LEGAL AGREEMENT BETWEEN YOU (“LICENSEE”) AND LoRa Photography. THIS AGREEMENT APPLIES TO LICENSES ISSUED VIA THE WEB AND VIA LOCAL SALES REPRESENTATIVES, AND IS APPLICABLE TO ONLINE, DIGITAL AND ANALOGUE (PHYSICAL) DELIVERY OF LICENSED MATERIAL (THE “AGREEMENT”).
1. Grant of License. LoRa Photography grants to you, for a period of thirty (30) days, a non-exclusive, non-sublicensable, non-transferable and non-assignable right to use the image preview file you have selected and any derivatives or copies (collectively, the “Licensed Material”), on your personal computer. The Licensed Material may only be used in materials for personal, noncommercial use and test or sample use, including comps and layouts.
2. Restrictions.
2.1 The Licensed Material may not be used in any final materials distributed inside of your company or any materials distributed outside of your company or to the public, including, but not limited to, advertising and marketing materials or in any online or other electronic distribution system (except that you may transmit comps digitally or electronically to your clients for their review) and may not be distributed, sublicensed or made available for use or distribution separately or individually and no rights may be granted to the Licensed Material.
2.2 One copy of the Licensed Material may be made for backup purposes only but may only be used if the original Licensed Material becomes defective, destroyed or otherwise irretrievably lost. Except as specifically provided in this Agreement, the Licensed Material may not be shared or copied, for example, by including it in a disc library, image storage jukebox, network configuration or other similar arrangement. Use which would be defamatory, pornographic or otherwise unlawful is prohibited. If Licensed Material featuring a person is used (i) in a manner that implies endorsement, use of or a connection to a product or service by that model; or (ii) in connection with a potentially unflattering or controversial subject, you must print a statement that indicates that the person is a model and is used for illustrative purposes only.
3. Additional Rights Available. If you are unsure of your usage rights under this Agreement or wish to use the Licensed Material in a manner not permitted by this Agreement (for example: online or as part of an advertisement or product), please purchase a subscription or license through the LoRa Photography website.
4. Warranty. LoRa Photography warrants the digital copy of the Licensed Material in the form downloaded by you to be free from defects in material and workmanship for 30 days from delivery. The sole and exclusive remedy for a breach of the foregoing warranty is the replacement of the digital copy of the Licensed Material. LoRa Photography MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Some states or jurisdictions do not permit the exclusion of implied warranties, and you may have other rights which may vary from state to state and jurisdiction to jurisdiction. NEITHER LoRa Photography NOR ANY OF ITS IMAGE PARTNERS SHALL BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY GENERAL, SPECIAL, DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR OTHER DAMAGES ARISING OUT OF THIS LICENSE OR OTHERWISE.
5. General. All rights to the Licensed Material are owned by LoRa Photography and are protected by United States copyright laws, international treaty provisions and other applicable laws. LoRa Photography retain all rights not expressly granted by this Agreement. The license contained in this Agreement will terminate automatically without notice from LoRa Photography upon expiration of the 30-day comp license period or, if sooner, upon you failing to comply with any provision of this Agreement. Upon termination, you must immediately stop using the Licensed Material and either destroy any digital Licensed Material or return the Licensed Material and all copies to LoRa Photography.
© 2013 LoRa Photography. All rights reserved.
LICENSE INFORMATION
This page provides information about the types of license rights available for LoRa Photography products and the license agreements pertaining to those products and rights.
Image Subscription Agreement
THIS IS A LEGAL AGREEMENT (THE “AGREEMENT”) BETWEEN LICENSEE, PURCHASER AND LoRa PHOTOGRAPHY. THIS AGREEMENT APPLIES TO LICENSES ISSUED VIA THE WEB AND VIA LOCAL SALES REPRESENTATIVES, AND IS APPLICABLE TO ONLINE, DIGITAL AND ANALOG (PHYSICAL) DELIVERY OF LICENSED MATERIAL. BY ORDERING A LICENSE, LICENSEE AND, IF APPLICABLE, PURCHASER, IS CONFIRMING THAT IT HAS CAPACITY TO FORM A CONTRACT UNDER ITS LOCAL LAWS.
1. Definitions. In this Agreement the following definitions apply:
1.1 “Invoice” means the computer-generated or pre-printed standard form invoice provided by LoRa Photography that shall include, without limitation, the LoRa Photography licensing company, the Licensed Material selected and the corresponding price for the license of such Licensed Material (“License Fee”). The Invoice shall be incorporated into this Agreement and all references to the Agreement shall include the Invoice.
1.2 “Licensed Material” means any still image or visual representation generated optically, electronically, digitally or by any other means, including any negatives, transparencies, film imprints, prints, original digital files, or any copies thereof, or any other product protected by copyright, trademark, patent or other intellectual property right, which is licensed to Licensee by LoRa Photography under the terms of this Agreement. Any reference in this Agreement to the Licensed Material shall be to each individual item within the Licensed Material and also to the Licensed Material as a whole.
1.3 “Licensee” means the entity purchasing a license hereunder or, if there is a separate Purchaser, the entity specifically designated as Licensee during the purchase process and set forth as such in the Invoice.
1.4 “Licensee Work” means an end product, service, campaign or publication that has been created by or on behalf of Licensee using independent skill and effort and that incorporates a Reproduction of the Licensed Material as well as other material.
1.5 “Purchaser” means the entity purchasing the license hereunder on behalf of a third-party Licensee.
1.6 “Reproduction” and “Reproduce” mean any form of copying or publication of the whole or a part of any Licensed Material, via any medium and by whatever means, the distortion, alteration, cropping or manipulation of the whole or any part of the Licensed Material, and the creation of any derivative work from, or that incorporates, the Licensed Material.
1.7 “User” means subcontractor of Licensee who downloads, manipulates, edits, modifies or saves the digital file containing the Licensed Material.
2. Grant of Rights. Subject to the terms of this Agreement:
2.1 LoRa Photography grants to Licensee a non-exclusive, non-transferable, non-sublicensable, worldwide right to access the LoRa Photography subscription and Reproduce the Licensed Material made available to Licensee through the subscription an unlimited number of times during the term of the LoRa Photography subscription purchased as identified in the Invoice (“Term”) in any and all media for all purposes other than those uses prohibited under Section 3 of this Agreement.
2.2 LICENSEE IS GRANTED A ONE (1) PERSON SEAT LICENSE FOR USE OF THE LICENSED MATERIAL FOR EACH USER SEAT PURCHASED. THIS IS NOT A SIMULTANEOUS USE LICENSE. ONLY ONE (1) USER MAY ACCESS THE LoRa Photography SUBSCRIPTION OR USE LICENSED MATERIAL, AS APPLICABLE. EACH USER SHALL BE REQUIRED TO HAVE A SEAT LICENSE. SEAT LICENSES SHALL BE REQUIRED FOR ANY ADDITIONAL “USER(S)”. A User may not download Licensed Material and share such Licensed Material with a non-User or act as a designated downloader who shares Licensed Material with non-Users. Licensee must purchase additional seat licenses if there is more than one (1) User before such additional use begins.
2.3 Following expiration of the Term, Licensee may continue to use any Licensed Material incorporated into a Licensee Work during the Term in the same or different Licensee Work in accordance with the terms of this Agreement. If the individual entering into this Agreement is an agent entering into this Agreement, accessing the subscription and using the Licensed Material on behalf of a single client, this continued use may be exercised by the client and such individual solely to the extent the individual who entered into this Agreement is doing work authorized by and on behalf of that client.
2.4 Licensee may have the Licensed Material Reproduced by subcontractors of Licensee (including Purchaser) for preparation of the Licensee Work, provided that such subcontractors agree to abide by the provisions of this Agreement.
2.5 Licensee may store the Licensed Material in a digital library, network configuration or similar arrangement to allow the Licensed Material to be viewed by employees, partners and clients of Licensee, so long as there is no more than one (1) User.
3. Restrictions.
3.1 Licensee may not share or disclose any password to any other user or third party other than as specifically provided for herein and Licensee agrees to hold all passwords for any subscription in the strictest of confidence. If Licensee breaches any provision of this section, LoRa Photography shall be entitled to (i) terminate this Agreement immediately, (ii) retain all payments paid pursuant to this Agreement and, (iii) seek any legal or equitable remedies.
3.2 Licensee may not download more than the permitted number of downloads of Licensed Material authorized under the subscription plan purchased by Licensee. Licensee shall not stockpile, download, or otherwise store Licensed Material not used during the Term for future use. LoRa Photography may (a) monitor, as frequently as LoRa Photography determines, anything Licensee downloads from the LoRa Photography Web site, (b) track any abuse of Licensee’s username(s) and password(s), (c) suspend or terminate Licensee’s LoRa Photography subscription, without notice, if LoRa Photography believes there is a violation of this Agreement and/or any abuse or sharing of Licensee’s username and password.
3.3 Licensee may not: (i) make the Licensed Material available (separate from the Licensee Work) in any medium accessible by persons other than authorized Users; or (ii) make the Licensed Material in a manner intended to allow or invite a third party to download, extract, redistribute or access the Licensed Material as a standalone file.
3.4 Licensee may not, without obtaining the prior written consent of LoRa Photography and the payment of additional License Fees: (i) use the Licensed Material in any posters (printed on paper, canvas or any other media) or other items for resale, license or other distribution for profit: (ii) include the Licensed Material in an electronic template intended to be Reproduced by third parties on electronic or printed products; (iii) use or display the Licensed Material on websites or in any other medium designed to induce or involving the sale, license or other distribution of “on demand” products, including, without limitation, postcards, mugs, t-shirts, calendars, posters, screensavers or wallpapers on mobile telephones, or similar items; (iv) sub-license, re-sell, rent, lend, assign, gift or otherwise transfer or distribute the Licensed Material or the rights granted under this Agreement; (v) Reproduce a single item of Licensed Material, or an element of the Licensed Material, in excess of 500,000 times in physical (i.e. hard-copy) prints; (vi) use or display the Licensed Material in an electronic format that enables it to be downloaded or distributed via mobile devices or shared in any peer-to-peer or similar file sharing arrangement.
3.5 To the extent that source code is contained within the Licensed Material, Licensee may not reverse engineer, decompile, or disassemble any part of such source code.
3.6 Licensee may not falsely represent, expressly or impliedly, that Licensee is the original creator of a visual work that derives a substantial part of its artistic components from the Licensed Material, nor may it make the Licensed Material available in the form of fine art prints.
3.7 Licensed Material shall not be incorporated into a logo, corporate ID, trademark or service mark, without obtaining the prior written consent of LoRa Photography.
3.8 If any Licensed Material featuring a model or property is used in connection with a subject that would be unflattering or unduly controversial to a reasonable person, Licensee must accompany each such use with a statement that indicates that: (i) the Licensed Material is being used for illustrative purposes only; and (ii) any person depicted in the Licensed Material, if any, is a model.
3.9 Pornographic, defamatory or otherwise unlawful use of Licensed Material is strictly prohibited, whether directly or in context or juxtaposition with specific subject matter. Licensee shall also comply with any applicable regulations and/or industry codes.
3.10 While efforts have been made to correctly caption the subject matter of, and to provide other information (including metadata) related to, the Licensed Material, LoRa Photography does not warrant the accuracy of such information.
3.11 Where Purchaser is licensing Licensed Material on behalf of a Licensee, Purchaser hereby represents and warrants that: (i) Purchaser is authorized to act as an agent on behalf of Licensee and has full power and authority to bind Licensee to this Agreement; and (ii) if Licensee subsequently disputes such power or authority, Purchaser shall be bound and liable for any failure of Licensee to comply with the terms of this Agreement. Nothing in this Section 3.11 shall serve to excuse Purchaser’s obligation to make payment to LoRa Photography of the License Fee.
3.12 If the Licensed Material is Reproduced on a website, Licensee shall post terms and conditions on the website that include restrictions on downloading the Licensed Material for other than personal use, and prohibit republication, retransmission, reproduction or other use of the Licensed Material.
3.13 If the Licensed Material is Reproduced on a social media platform or other third party website, (i) the rights granted herein shall automatically be revoked in the event that the platform or website seeks to exploit purported rights to the Licensed Material contrary to the terms of this Agreement, and (ii) in such event, upon LoRa Photography’ request, Licensee shall remove any Licensed Material from such platform or website.
4. User Accounts.
LoRa Photography will provide Licensee with a number of User accounts as specified in the Invoice, to access Licensed Material on the LoRa Photography website. Licensee will be responsible for tracking all activity for each User account and shall, furthermore: (a) maintain the security of all passwords and identifications issued in connection with each User account; (b) notify LoRa Photography immediately of any unauthorized use of any User account or other breach of security; (c) accept all responsibility for any and all activities that occur under each User account; and (d) accept all risks of unauthorized access to the User accounts by individuals acting or purportedly acting on Licensee’s behalf.
5. Intellectual Property.
5.1 Copyright. No ownership or copyright in any Licensed Material shall pass to Licensee by the issuance of the license contained in this Agreement. Except as expressly stated in this Agreement, LoRa Photography grants Licensee no right or license, express or implied, to the Licensed Material.
5.2 Trademarks. In connection with the use of “LoRa Photography” or any other of LoRa’s Photography or its partners’ trade names, trademarks, logos or service marks, including the names of all Licensed Material collections (“Marks”), Licensee acknowledges and agrees that (i) such Marks are and shall remain the sole property of LoRa Photography or its partners; (ii) except as expressly required in order to satisfy credit obligations under this Agreement, nothing shall confer upon Licensee any right of use in or to the Marks; and (iii) Licensee shall not now or in the future contest the validity of LoRa’s Photography Marks.
5.3 Notice of Violations. Licensee will immediately notify LoRa Photography if it becomes aware or suspects that any third party that has gained access to the Licensed Material through Licensee is wrongfully using the Licensed Material, in whole or in part, or is violating any of LoRa’s Photography intellectual property rights, including, but not limited to, Marks and copyrights.
5.4 No Removal of Notices. Licensee shall not remove any notice of copyright, trade-mark or other proprietary right from any place where it is on or embedded in the Licensed Material;
6. Warranty and Limitation of Liability.
6.1 LoRa Photography warrants that: (i) the Licensed Material will be free from defects in material and workmanship for thirty (30) days from delivery (Licensee’s sole and exclusive remedy for a breach of this warranty being the replacement of the Licensed Material); (ii) it has all necessary rights and authority to enter into and perform this Agreement; (iii) Licensee’s use of the Licensed Material in accordance with this Agreement and in the form delivered by LoRa Photography (i.e., excluding any modifications, Licensee overlays or re-focusing by Licensee), will not infringe on any copyright, moral right, trademark or other intellectual property right and will not violate any right of privacy or right of publicity; and (iv) all necessary model and/or property releases for use of the Licensed Material authorized under this Agreement have been obtained. Licensee shall be responsible for payment of any amounts that may be due, and compliance with any other terms of, any applicable collective bargaining agreement(s) such as Screen Actors Guild in the US as a result of its use of the License Material.
6.2 LoRa Photography DOES NOT MAKE ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE LICENSED MATERIAL OR ITS DELIVERY SYSTEMS, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. LoRa Photography SHALL NOT BE LIABLE TO LICENSEE OR ANY OTHER PERSON OR ENTITY FOR ANY PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR OTHER SIMILAR DAMAGES, COSTS OR LOSSES ARISING OUT OF THIS AGREEMENT, EVEN IF LoRa Photography HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES. NO ACTION, REGARDLESS OF FORM OR NATURE, ARISING OUT OF THIS AGREEMENT MAY BE BROUGHT BY OR ON BEHALF OF LICENSEE OR PURCHASER MORE THAN ONE (1) YEARS AFTER THE CAUSE OF ACTION FIRST AROSE. SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES OR LIABILITY FOR CERTAIN CATEGORIES OF DAMAGES. WITHOUT LIMITING ANY OTHER TERM HEREIN, LoRa Photography SHALL NOT BE LIABLE FOR ANY DAMAGES, COSTS OR LOSSES ARISING AS A RESULT OF MODIFICATIONS MADE TO THE LICENSED MATERIAL BY LICENSEE OR THE CONTEXT IN WHICH LICENSED MATERIAL IS USED IN A LICENSEE WORK.
6.3 Licensee acknowledges that website and products may be subject to temporary shutdowns from time to time for maintenance or due to causes beyond reasonable control and that LoRa Photography shall not have any liability to Licensee by reason of such shutdowns. Under no circumstances shall LoRa Photography or any party involved in creating, producing, or distributing such websites or products be liable for any damages whatsoever resulting from Licensee’s use or inability to use the same, including, but not limited to, the results from mistakes, omissions, interruptions, deletion of files or electronic mail, errors, defects, viruses, delays in operation or transmission, or any failure of performance, whether or not resulting from acts of god, communications failure, theft, destruction, or unauthorized access thereto.
7. Indemnification.
7.1 Licensee shall defend, indemnify and hold harmless LoRa Photography from all damages, liabilities and expenses (including reasonable outside attorneys’ fees), arising out of or as a result of claims by third parties relating to Licensee’s use of any Licensed Material outside the scope of this Agreement or any other actual or alleged breach by Licensee of this Agreement.
7.2 Provided Licensed Material is only used in accordance with this Agreement and Licensee is not otherwise in breach of this Agreement or any payment obligations to LoRa Photography and as Licensee’s sole and exclusive remedy for any breach of the representations and warranties set forth in Section 6.1(ii)-(iv) above LoRa Photography shall, subject to the terms of Section 6.2 above, defend, indemnify and hold harmless Licensee and its parent, subsidiaries and commonly owned or controlled affiliates and their respective officers, directors and employees from damages, liabilities and expenses (including reasonable outside attorney’s fees), arising out of or connected with any actual lawsuit or legal proceeding alleging that LoRa Photography is in breach of its warranties set forth in Section 6.1(ii)-(iv) above. The total maximum aggregate liability of LoRa Photography under this Agreement and any other agreement with LoRa Photography pursuant to which you have licensed the same content, regardless of the file size, or the use or exploitation of any or all of the content in any manner whatsoever and the obligation of LoRa Photography under this Section shall be limited to an aggregate of one thousand ($ 1,000) US dollars per item of Licensed Material. For greater clarity, LoRa Photography’s liability to you in respect of the content shall not exceed one thousand ($ 1,000) US dollars per item of Licensed Material regardless of the number of times that you license the same content from LoRa Photography. The foregoing states LoRa Photography’s entire indemnification obligation under this Agreement.
8. Condition of Licensed Material. Licensee should examine all Licensed Material for possible defects (whether digital or otherwise) before sending any Licensed Material for Reproduction. Without prejudice to Section 6.1(i) above, LoRa Photography shall not be liable for any loss or damage suffered by Licensee or any third party, whether directly or indirectly, arising from any alleged or actual defect in any Licensed Material or its caption or in any way from its Reproduction.
9. Interest on Overdue Invoices. If Licensee fails to pay the Invoice in full within the time specified in the Invoice, LoRa Photography may add a service charge of one-and-one-half percent (1.5%) per month, or such lesser amount as is allowed by law, on any unpaid balance until payment is received.
10. Unauthorized Use and Termination. Any use of Licensed Material in a manner not expressly authorized by this Agreement (including, without limitation, access to the LoRa Photography subscription and use of Licensed Material by more than one (1) User without purchase of additional seat licenses) constitutes copyright infringement, entitling LoRa Photography to exercise all rights and remedies available to it under copyright laws around the world. Licensee shall be responsible for any damages resulting from any such copyright infringement, including any claims by a third party. In addition and without prejudice to LoRa Photography’s other remedies under this Agreement, LoRa Photography reserves the right to charge and Licensee agrees to pay a fee equal to greater of five (5) times LoRa Photography’s standard license or seat fee for the unauthorized use of the Licensed Material. LoRa Photography may charge Licensee and Licensee agrees to pay the single-image list price for each Licensed Material on LoRa Photography that Licensee obtains through unauthorized or abusive use of its LoRa Photography subscription, including, without limitation, Licensed Material obtained through unauthorized sharing of usernames and passwords, unauthorized sharing of Licensed Material or failure to obtain the necessary number of seat licenses. LoRa Photography reserves the right to terminate this Agreement in the event Licensee: (i) enters the Agreement after having received notice of unauthorized use from LoRa Photography relating to the Licensed Material; (ii) fails to pay the License Fee in full within the time specified in the Invoice; or (iii) otherwise breaches the terms of this Agreement. Upon termination, Licensee must immediately (I) stop using the Licensed Material; and (II) destroy or, upon the request of LoRa Photography, return to LoRa Photography the Licensed Material and, in the case of termination by LoRa Photography for cause, the Licensee Work in the possession or control of Licensee.
11. License Cancellation. If Licensee requests in writing to cancel a subscription within 3 days of the date of purchase and provided that Licensee has downloaded no more than three (3) items of Licensed Material and has made no use of any Licensed Material since the date of purchase, then LoRa Photography shall cancel the applicable subscription and issue a 100% credit to Licensee’s account or credit card. In the event of such cancellation, the Grant of Rights under Section 2 shall be revoked, and Licensee shall immediately delete and/or remove the Licensed Material from its premises, computer systems and storage (electronic or physical). Any use of Licensed Material acquired pursuant to a subscription that has been cancelled shall constitute unauthorized use and shall be subject to the terms set forth in Section 10. (*If Licensee subscribed to a one (1) year subscription or two (2) year subscription with monthly, quarterly, or annual billings, Licensee may cancel a subscription within three (3) days from receiving the first invoice for Licensee’s chosen subscription plan, provided that Licensee has not downloaded more than three (3) images and Licensee has not made use of downloaded images.)
12. Miscellaneous Terms.
12.1 Audit/Certificate of Compliance. Upon reasonable notice, Licensee shall provide sample copies of Reproductions containing Licensed Material toLoRa Photography . In addition, upon reasonable notice, LoRa Photography may, at its discretion, either through its own employees or through a third party, audit Licensee’s records directly related to this Agreement and use of Licensed Material in order to verify compliance with the terms of this Agreement. If any such audit reveals an underpayment by Licensee to LoRa Photography of five percent (5%) or more of the amount Licensee should have paid for the time period that is the subject of the audit, in addition to paying LoRa Photography the amount of such underpayment, Licensee shall also reimburse LoRa Photography for the costs of conducting such audit. Where LoRa Photography reasonably believes that Licensed Material is being used by more than the authorized number of Users, or that Licensed Material is being used outside of the scope of the license granted under this Agreement, Licensee shall, at LoRa Photography’s request, provide a certificate of compliance signed by an officer of Licensee, in a form to be approved by LoRa Photography.
12.2 Electronic Storage. For all Licensed Material that Licensee takes delivery of in electronic form, Licensee must retain the copyright symbol, the name of LoRa Photography, the Licensed Material’s identification number and any other information as may be embedded in the electronic file containing the original Licensed Material. Licensee shall maintain a robust firewall to safeguard against unauthorized third-party access to the Licensed Material.
12.3 Withdrawal. LoRa Photography makes no representations or warranties that all Licensed Material and/or Licensed Material collections will be available for use during the Agreement Term. LoRa Photography may discontinue licensing certain Licensed Material and/or Licensed Material collections in its sole discretion. Upon notice from LoRa Photography, or upon Licensee’s knowledge that any Licensed Material is subject to a threatened, potential or actual claim of infringement of another’s right for which LoRa Photography may be liable, Licensee must immediately and at its own expense (i) stop using the Licensed Material; (ii) delete or remove the Licensed Material from its premises, computer systems and storage (electronic or physical); and (iii) ensure that its clients do likewise. LoRa Photography shall provide Licensee with comparable Licensed Material (which comparability will be determined by LoRa Photography in its reasonable commercial judgment) free of charge, but subject to the other terms and conditions of this Agreement.
12.4 Governing Law. This Agreement will be governed in all respects by the laws of the State of New York, U.S.A., without reference to its laws relating to conflicts of law. Any disputes arising from this Agreement or its enforceability shall be finally settled by binding arbitration under the Commercial Rules of the American Arbitration Association (“AAA”) or of the International Chamber of Commerce (“ICC”) to be held in one of the following jurisdictions (whichever is closest to Licensee): Seattle, Washington; New York, New York; Los Angeles, California; London, England; Paris, France; Frankfurt, Germany; Tokyo, Japan; or Singapore. The United Nations Convention on Contracts for the International Sale of Goods does not govern this Agreement. The prevailing party shall be entitled to recover its reasonable legal costs relating to that aspect of its claim or defense on which it prevails, and any opposing costs awards shall be offset. Notwithstanding the foregoing, LoRa Photography shall have the right to commence and prosecute any legal or equitable action or proceeding before any court of competent jurisdiction to obtain injunctive or other relief against Licensee in the event that, in the opinion of LoRa Photography, such action is necessary or desirable.
12.5 Severability. If one or more of the provisions contained in the Agreement is found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected. Such provisions shall be revised only to the extent necessary to make them enforceable.
12.6 Waiver. No action of either party, other than express written waiver, may be construed as a waiver of any provision of this Agreement. A delay on the part of either party in the exercise of its rights or remedies will not operate as a waiver of such rights or remedies, and a single or partial exercise by either party of any such rights or remedies will not preclude other or further exercise of that right or remedy. A waiver of a right or remedy on any one occasion will not be construed as a bar to or waiver of rights or remedies on any other occasion.
12.7 Entire Agreement. This Agreement is intended for customers of LoRa Photography and contains all the terms of the license agreement. No terms or conditions may be added or deleted unless made in writing and either signed by an authorized representative of LoRa Photography or issued electronically by LoRa Photography and signed by its authorized representative. Notwithstanding the foregoing, LoRa Photography reserves the right to change any of the terms of this Agreement at any time, and you agree to be bound by such changes. In the event of any inconsistency between the terms contained herein and the terms contained on any purchase order or other communication sent by Licensee, the terms of this Agreement shall govern.
12.8 Taxes. All License Fees are exclusive of any applicable sales, use, withholding or other transactional taxes, which are the sole responsibility of Licensee or Purchaser (if any).
Comping File Preview License Agreement
THIS IS A LEGAL AGREEMENT BETWEEN YOU (“LICENSEE”) AND LoRa Photography. THIS AGREEMENT APPLIES TO LICENSES ISSUED VIA THE WEB AND VIA LOCAL SALES REPRESENTATIVES, AND IS APPLICABLE TO ONLINE, DIGITAL AND ANALOGUE (PHYSICAL) DELIVERY OF LICENSED MATERIAL (THE “AGREEMENT”).
1. Grant of License. LoRa Photography grants to you, for a period of thirty (30) days, a non-exclusive, non-sublicensable, non-transferable and non-assignable right to use the image preview file you have selected and any derivatives or copies (collectively, the “Licensed Material”), on your personal computer. The Licensed Material may only be used in materials for personal, noncommercial use and test or sample use, including comps and layouts.
2. Restrictions.
2.1 The Licensed Material may not be used in any final materials distributed inside of your company or any materials distributed outside of your company or to the public, including, but not limited to, advertising and marketing materials or in any online or other electronic distribution system (except that you may transmit comps digitally or electronically to your clients for their review) and may not be distributed, sublicensed or made available for use or distribution separately or individually and no rights may be granted to the Licensed Material.
2.2 One copy of the Licensed Material may be made for backup purposes only but may only be used if the original Licensed Material becomes defective, destroyed or otherwise irretrievably lost. Except as specifically provided in this Agreement, the Licensed Material may not be shared or copied, for example, by including it in a disc library, image storage jukebox, network configuration or other similar arrangement. Use which would be defamatory, pornographic or otherwise unlawful is prohibited. If Licensed Material featuring a person is used (i) in a manner that implies endorsement, use of or a connection to a product or service by that model; or (ii) in connection with a potentially unflattering or controversial subject, you must print a statement that indicates that the person is a model and is used for illustrative purposes only.
3. Additional Rights Available. If you are unsure of your usage rights under this Agreement or wish to use the Licensed Material in a manner not permitted by this Agreement (for example: online or as part of an advertisement or product), please purchase a subscription or license through the LoRa Photography website.
4. Warranty. LoRa Photography warrants the digital copy of the Licensed Material in the form downloaded by you to be free from defects in material and workmanship for 30 days from delivery. The sole and exclusive remedy for a breach of the foregoing warranty is the replacement of the digital copy of the Licensed Material. LoRa Photography MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Some states or jurisdictions do not permit the exclusion of implied warranties, and you may have other rights which may vary from state to state and jurisdiction to jurisdiction. NEITHER LoRa Photography NOR ANY OF ITS IMAGE PARTNERS SHALL BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY GENERAL, SPECIAL, DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR OTHER DAMAGES ARISING OUT OF THIS LICENSE OR OTHERWISE.
5. General. All rights to the Licensed Material are owned by LoRa Photography and are protected by United States copyright laws, international treaty provisions and other applicable laws. LoRa Photography retain all rights not expressly granted by this Agreement. The license contained in this Agreement will terminate automatically without notice from LoRa Photography upon expiration of the 30-day comp license period or, if sooner, upon you failing to comply with any provision of this Agreement. Upon termination, you must immediately stop using the Licensed Material and either destroy any digital Licensed Material or return the Licensed Material and all copies to LoRa Photography.
© 2013 LoRa Photography. All rights reserved.