Terms & Conditions
1. Scope of Work
The Photographer agrees to provide the Client with of high-resolution digital images ("Images") as described in the attached Exhibit A, which is part of this Agreement.
2. Grant of License
The Photographer hereby grants to the Client a [non-exclusive/exclusive], [worldwide/local], [perpetual/term-limited] license to use the Images for the following purposes:
Photographer hereby grants to the Client a non-exclusive, limited, irrevocable, royalty-free, non-transferable and non-sublicensable license to use Work Product for Client’s Personal Use, provided that Client does not remove any attribution notices or copyright notices included by Photographer in any Work Product. “Personal Use” includes, but is not limited to, use (i) of photos on Client’s personal social media pages or profiles; (ii) in Client’s personal creations, such as scrapbooks, albums or personal gifts; (iii) in non-commercial physical display; and (iv) in personal communications, such as a newsletter, email, or holiday card. Client will not make any other use of the Work Product without Photographer’s prior written consent, including but not limited to use of the Work Product for commercial sale, advertising, promotional materials, online and print media.
3. Restrictions
Unless otherwise agreed in writing, the Client shall not:
- Sub-license, sell, rent, lend, or otherwise distribute the Images to third parties.
- Use the Images in any manner that is considered defamatory, libelous, obscene, or illegal.
- Alter or modify the Images without the Photographer's prior written consent.
4. Credit and Moral Rights
The Client agrees to provide credit to the Photographer in a manner agreed upon by both parties for any use of the Images that is public in nature.
The Photographer asserts their moral right to be identified as the author of the Images and will not be associated with any work or derivative thereof in a manner that is prejudicial to the Photographer's honor or reputation.
5. Fees and Payment
The Client agrees to pay the Photographer a licensing fee for the use of the Images as specified in this Agreement.
Payment shall be made upon receipt of invoice, within 15 days of the invoice date.
6. Term and Termination
This Agreement is effective from the date of signing and shall continue in effect until [end date or condition], unless terminated earlier by either party with [number] days written notice.
Upon termination, the Client must cease all use of the Images and delete or return all copies of the Images to the Photographer.
7. Indemnification
The Client agrees to indemnify, defend, and hold harmless the Photographer from and against any claims, liabilities, damages, losses, and expenses, including reasonable attorneys' fees, arising out of the use of the Images not in accordance with this Agreement.
8. Governing Law
This Agreement shall be governed by the laws of [State/Country]. Any disputes arising under or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of [State/Country].
9. Entire Agreement
This Agreement constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior agreements and understandings, whether written or oral.
10. Amendment
No amendment or modification of this Agreement shall be valid unless in writing and signed by both parties.
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