General Image License Terms
The photographs produced by the LICENSOR are protected by Federal Copyright Law (all rights reserved). Upon final payment by the CLIENT, the LICENSOR grants the CLIENT a limited right to use the artwork according the specified Image Usage License. The CLIENT must obtain written permission from the LICENSOR prior to using the artwork in a different way other than specified.
If not specified differently in the Image Usage License the CLIENT assigns the LICENSOR the irrevocable and unrestricted right to use and publish photographs taken during the assignment for editorial, trade, advertising, educational and any other purpose, commercial or otherwise, and in any manner and medium; to alter the same without restriction; and to copyright the same without restriction. The CLIENT releases all claim to proceeds or other profit that may arise from the use of images.
The CLIENT indemnifies and holds harmless the LICENSOR against all claims, liability, damages, costs and expenses stemming from a breach of this agreement, the use of the image, your failure to abide by any restriction regarding the use of an image, or any claim by a third party related to the use of the image. Furthermore, the CLIENT indemnifies and holds harmless the LICENSOR against all claims, by reason of death, injuries to person or damage to property arising during a photography session, except in instances where the LICENSOR has engaged in grossly negligent activities or willful misconduct.
Limitation of Liability
Except for any remedies that cannot be excluded or limited by law, neither party, nor any affiliate, will be liable under this agreement to the other party, any affiliate or other third person for any indirect, incidental, consequential, special, reliance, or punitive damages or lost or imputed profits, lost data or cost of procurement of substitute goods or services. This limitation of liability may not be valid in some states. The CLIENT may have rights that cannot be waived under consumer protection and other laws. The LICENSOR does not seek to limit the CLIENT’S warranty or remedies to any extend not permitted by law.
Either party may terminate this Agreement immediately upon delivery of written notice to the other party specifying clearly the grounds for termination if the other party commits a material breach of its obligations under this Agreement and fails to cure the breach within 30 days after written notice of the breach is received by the breaching party. For the avoidance of doubt, termination will be without prejudice to any liability incurred prior to the effective date of termination.
This Agreement may not be assigned by the CLIENT without the LICENSORS prior written consent. The LICENSOR may assign this agreement, in whole or in part, to any affiliate or successor.
This image is provided “as is” with no warranty regarding the suitability of the image for any purpose. The artist is not liable to the client or any person or entity for damages, costs or losses stemming from any usage of this image.
CHOICE OF LAW
This Agreement shall be governed by the laws of the commonwealth of Massachusetts, notwithstanding its conflicts of laws provisions. The parties stipulate that the appropriate venue for any dispute arising out of this agreement shall be located within Hampshire or Hampden county in the commonwealth of Massachusetts.
If either party brings legal action to enforce its rights under this Agreement, the prevailing party will be entitled to recover from the other party its expenses (including reasonable attorneys’ fees and costs) incurred in connection with the action an any appeal.
These General Terms and the Specified Image Usage License contain the entire understanding between the LICENSOR and the CLIENT. It supersedes all prior and simultaneous agreements between the parties. This agreement may only be amended in writing, signed by all parties. In the event that any part of this agreement is found to be invalid or unenforceable, the remainder of this agreement shall remain valid and enforceable. Any agreement to waive one or more provisions of this agreement or any failure by one or both parties to enforce a provision of this agreement shall not constitute a waiver of any other portion or provision of this agreement.