This License Agreement, together with any invoice (collectively, the "Agreement"), sets forth the terms and conditions between you, your employer, or any other client or end-user on whose behalf you are purchasing a license as the licensee (collectively, "You(r)" or "Licensee") and www.wildprints.com ("The Wild Prints"), as licensor. Your acceptance of this Agreement by licensing any images offered for licensing on the website ("Image(s)") forms a binding agreement between You and The Wild Prints. Please read this Agreement carefully before downloading any Images. By downloading any Image, You agree to be bound by the terms of this Agreement, and any other policy ancillary to this.
OWNERSHIP OF THE IMAGES
All Images on the Website are protected by the applicable laws. The Wild Prints and/or the owner of the image ("Contributor") own or control all rights, including the copyrights in and to the Images. The Wild Prints and/or its Contributors reserve all rights in and to the Images not expressly granted to Licensee in this Agreement.
TERMS OF LICENSING
- The Wild Prints grants Licensee a perpetual, worldwide, non-transferable, non-sub-licensable, non-exclusive right to reproduce, transmit and display, in whole or in part, the Images and right to create derivative works (collectively "use") with respect to the Images identified on The Wild Prints's Invoice, for up to 50,000print copies and up to 10,00,000 impressions for digital copies, under a standard license, for all uses in all media, subject to the restricted uses described below. As part of the standard license, Licensee may alter, crop, modify or adapt the Images. Licensee may make a copy of the content for internal back-up purposes provided The WildPrints's copyright management information and any Image identifying information embedded with the digital file is retained with the file. Limited, temporary transfers of the Images are permitted to third parties integral to the creation of the final product, provided such third parties agree to abide by the terms of this Agreement..The Service Provider shall monitor and adapt the online strategy on a quarterly basis to ensure that the revenue can be maximized.
You may purchase another license to increase the usage rights granted in the standard license as follows:
• Products for sale incorporates the Image(s) into print or electronic products for resale or distribution, (including templates and on-demand products) without regard to the size of the print run, manufacturing units, or impressions of such products (including individual downloads), including without limitation, screen-savers or wallpapers for mobile devices, website designs, presentation templates, electronic greeting cards, print greeting cards, business cards, t-shirts or other clothing or accessories, tote bags, mugs, magnets, calendars, posters or any other electronic or printed matter, provided that such product either combines the Image with words and/or other graphics or images; or the Image is not the primary factor driving the sale of such product.
- Ownership of Derivative Works. In the event that Licensee creates a derivative work based on or incorporating one or more Images, all rights in and to such Images shall continue to be owned by The Wild Prints or its Contributor, subject to Licensee's rights to use such Image(s) pursuant to the terms of this Agreement. In the event that the Service Provider does not fulfill the Goal, the compensation for the services shall be mutually decided by the Parties.
- Marketing and Promotion of Derivative Works. Licensee grants The Wild Prints the right to display or reference Licensee's derivative work using or incorporating licensed Images for any marketing, educational, and/or promotional purposes as an example of customer usage.
- Limited Exclusivity. You may request that future licensing of an Image be removed from the Marketplace for a limited period of time for an additional license fee by contacting The Wild Prints email@example.com. Not all Images may be available to be removed from all marketplaces and past licensees will retain the right to continue to use the Image.
Licensee may NOT without obtaining specific prior written consent from The Wild Prints (which may not be available) do the following:
- Sublicense, sell, assign, convey or transfer any of its rights under this Agreement (except for derivative works incorporating any Image).
- Without obtaining an appropriate extended license, create any print reproduction -or any digital impressions.
- Without obtaining an appropriate extended license, include the Images in an electronic template intended to be used by third parties on electronic or printed products, or where the purpose is to create "on demand" products, including but not limited to website designs, presentation templates, electronic greeting cards, business cards, t-shirts, mugs, calendars, posters, screen-savers or wallpaper for mobile devices or any other electronic or printed matter without obtaining a license for such purpose. For the avoidance of doubt, Images may be incorporated into product packaging, merchandise for resale, or distribution where the Image has been modified, incorporated in a design, or in a derivative form and is not used as a stand-alone work for resale.
- Permit anyone other than Licensee to access the Image without obtaining a multi-seat license.
- Sell, license or distribute its final product in such a way that permits Licensee's end-users to extract or access any Image as a stand-alone unmodified file.
- Incorporate any Image into a logo, trademark or service mark.
- Use any Image in a pornographic, defamatory, libelous or otherwise illegal manner, whether directly or in context or juxtaposition with other subject matter and materials.
- Use any Image in any manner prohibited by any international export laws, restrictions or regulations.
- Falsely represent (either expressly or by implication) that Licensee is the original creator of a visual work that derives a substantial part of its artistic components from any Image.
- Without obtaining the prior written consent of The Wild Prints and the payment of an additional license fee, upload an Image as an unmodified standalone file to file-sharing websites or social networking websites such as YouTube, Facebook, Twitter, Pinterest, or other third party website that claims to acquire rights in the Images contrary to the terms of this Agreement. Upon The Wild Prints's request, Licensee shall immediately remove any Images from such platform or website.
- Use content identified as "Editorial Use Only", for any commercial, promotional, endorsement, advertising or merchandising use. For the avoidance of doubt, "Editorial Use Only" means use relating to events that are newsworthy or of general interest and expressly excludes any advertorial sections (i.e. sections or supplements featuring brand and/or product names or sections or supplements in relation to which Licensee receives a fee from a third-party advertiser or sponsor).
- Use the Images for editorial purposes without including the following credit adjacent to the Image or included in audio/visual production credits
Model releases can be provided to Licensee for Images containing identifiable persons upon request, if The Wild Prints indicates that a model release is available. Names are removed to protect the privacy of the model. Other than model releases for recognizable persons on Images identified as released, The Wild Prints grants no rights and makes no warranties with regard to the use of names, trademarks, trade dress, registered, unregistered or copyrighted designs or works of art or architecture depicted in any Image, and Licensee must satisfy itself that all the necessary rights or consents regarding any of the above, as may be required for reproduction, have been obtained.
The license contained in this Agreement will terminate automatically without notice from The Wild Prints if Licensee fails to comply with any provision of this Agreement. Upon termination, Licensee must immediately (i) stop using the Images; (ii) destroy or, upon the request of The Wild Prints, return the Images to The Wild Prints; and (iii) delete or remove the Images from Licensee's premises, computer systems and storage (electronic or physical).
- The Licensee shall indemnify and hold harmless the Website, his affiliates, and his agents and employees from any and all claims, demands, losses, causes of action, damage, lawsuits, judgments, including attorneys' fees and costs, arising out of, or relating to, under this Agreement.
- Provided Licensee is not otherwise in breach of this Agreement, Licensee's sole and exclusive remedy for any breach of the representations and warranties, The Wild Prints shall defend, indemnify and hold harmless Licensee and its parent, subsidiaries and commonly owned or controlled affiliates and their respective officers, directors and employees from all damages, liabilities and expenses (including reasonable attorneys' fees and costs), arising out of or connected with any actual lawsuit or legal proceeding alleging that The Wild Prints is in breach of its warranties set forth in this Agreement. No other indemnification is offered by The Wild Prints under this Agreement.
Except with respect to the parties' indemnification obligations, neither party shall be liable to the other for any special, indirect, incidental, punitive, or consequential damages arising from or related to this agreement, including bodily injury, death, loss of revenue, or profits or other benefits, and claims by any third party, even if the parties have been advised of the possibility of such damages. The foregoing limitation applies to all causes of action in the aggregate, including without limitation to breach of contract, breach of warranty, negligence, strict liability, and other torts.
DISCLAIMER OF WARRANTY
The warranties contained herein are the only warranties made by the parties hereunder. Each party makes no other warranty, whether express or implied, and expressly excludes and disclaims all other warranties and representations of any kind, including any warranties of merchantability, fitness for a particular purpose, title, and non-infringement.
- Entire Agreement:This Agreement, and any appendices, duplicates, or copies, constitutes the entire agreement between the Parties with respect to the subject matter of this Agreement, and supersedes all prior negotiations, agreements, representations, and understandings of any kind, whether written or oral, between the Parties, preceding the date of this Agreement.
- Amendments:This Agreement may be amended only by written agreement duly executed by an authorized representative of each party (email is acceptable).
- Severability: If any provision or provisions of this Agreement shall be held unenforceable for any reason, then such provision shall be modified to reflect the parties' intention. All remaining provisions of this Agreement shall remain in full force and effect for the duration of this Agreement.
- No Waiver: A failure or delay in exercising any right, power or privilege in respect of this Agreement will not be presumed to operate as a waiver, and a single or partial exercise of any right, power or privilege will not be presumed to preclude any subsequent or further exercise, of that right, power or privilege or the exercise of any other right, power or privilege.
- Dispute Resolution: The Parties agree to first mediate any disputes or claims between them in good faith and resolve the disputes amicably and share the cost of mediation equally. In the event that mediation fails, any controversy or claim arising out of or relating to this Agreement or breach of any duties hereunder shall be settled by Arbitration in accordance with the Arbitration and Conciliation Act of India, 1996. All hearings will be held in Chennai, India and shall be conducted in English. The parties shall each appoint an arbitrator who shall then appoint a sole arbitrator to preside over the Arbitration proceedings.
- Governing Law and Jurisdiction: This Agreement shall be governed by and construed in accordance with the laws of India, without regard to the principles of conflicts of laws. Each party hereby irrevocably submits to the exclusive jurisdiction of the courts of Chennai, India, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum, or that the venue of such suit, action or proceeding is improper.
Notwithstanding the Governing Law provision in this Clause, nothing herein shall be construed in a manner so as to cause prejudice to the rights of the Client in any manner.
- Headings: The numbering and captions of the various sections are solely for convenience and reference only and shall not affect the scope, meaning, intent or interpretation of the provisions of this Agreement, nor shall such headings otherwise be given any legal effect.