PHOTO LICENSE AGREEMENT

This is a legal agreement between you, or your company, firm or other organization (“Licensee” or “You”), and The Stock Gallery, a division of Alli McWhinney Photography, Inc, (“LICENSOR”). Please read this agreement carefully before purchasing, downloading or using any photo(s) (“PHOTO or PHOTOS”) from LICENSOR, whether from this website or sent to you from our office. If you are entering into this agreement on behalf of your employer, the license granted and restrictions and limitations recited herein apply to your employer and to you as a representative of your employer. Your right to use an Photo(s) is subject to the terms, conditions and restrictions set forth in this agreement as well as our general “Terms of Use” on our web site. By clicking the “I accept” button or by downloading any photo(s), or by payment of our invoice, or by use of our Photos, you agree to be bound by the terms of this agreement. Photos are protected by copyright and other applicable law. Any use of the photos other than as authorized under this License or Copyright Law is prohibited.

1. Standard License Grant.  Subject to compliance with the terms and conditions of this License, Licensor grants Licensee a perpetual, worldwide, non-exclusive, non-transferable, and non-sublicensable license in the Photo; and the Licensee may use the Photo in the creation of Works and modify, reproduce, transmit, or display the Photo as follows:

a) You may use the photo(s) for personal or professional use on a website, online or in print (up to 250,000 copies).
b) You may crop, resize, or overlay the photo with text, pdfs, or jpegs of your designs.
c) You may reproduce the Photo in for personal or professional use;
d) You may incorporate the Photo into one or more collections and reproduce and Display it in that context;

2. Conditions of Use.  The license granted in Section 1 above is expressly made subject to and limited by the following conditions on your use of the Photo. The following are conditions of the License and indicate the conditions under which the Photo may be used as otherwise provided herein. Any use of the Photo other than in conformance with these conditions is outside the scope of the License, and a violation of the Copyright Act. Nothing in this License is intended to reduce, limit, or restrict any uses free from copyright or rights arising from limitations or exceptions that are provided for in connection with copyright protection under copyright law or other applicable laws.

a) Distribution Prohibited. You may not distribute, sell, or sublicense the Photo, or any compilation including or derivative work based on the Photo, but you may display publicly the Photo commercially as part of a publication, compilation, or product. Attribution is not required, but you may NOT claim the Photo as your own.

b) Endorsement Prohibited. You may not implicitly or explicitly assert or imply any connection with, sponsorship from, or endorsement by any model, object, or entity appearing in an Photo, the original author of the Photo, or the Licensor, without the separate, express, prior written permission of such person or applicable rights holder. If you use the Photo in any manner, you must, to the extent practicable, remove any reference to any such person or applicable rights holder upon request by Licensor.

c) Large Scale Advertising. You may not use the Photo in any large scale advertising (ex. billboard, magazine cover, etc.) without express written permission from Licensor.

d) Defamatory and Illicit Use. You may not display or distribute the Photo in connection with pornography, hate speech, or other illicit Photo, or in a manner likely to defame, insult, or embarrass the model, original author, Licensor, or other rights holder. The determination of whether any use of the Photo violates the restrictions of this Section may be made by Licensor in its sole and absolute discretion. You agree to immediately terminate any such use on Licensor’s request and your access to Licensor’s Photos will be immediately revoked.

e) This License Remains with the Photo. You may use the Photo only under the terms of this License. If you distribute an adaptation of the Photo for use by third parties, you must include a copy of, or reference to, this License with every copy of the adapted Photo that you distribute. You may not impose any additional terms on the Photo that restricts this License or the ability of the recipient of the Photo to exercise the full rights of this License. You may impose more restrictive terms on the use of any adaptation that you have created.

f) Photos containing logos, trademarks or copyrights of other companies may only be used for editorial purposes, and cannot be used for commercial use.  You can use these photos for blog posts and social media posts that are relevant to the subjects in photos.  You can use these photos if you are writing a blog post about travel, books fashion, makeup, etc.

Prohibited uses: Using these photos on sales pages, for advertisements (including Facebook ads), print ads, e-book covers, PDF downloads, photos on blog posts, social media posts, email newsletters or pages where you are offering a service or product for sale.

g) Violation of Copyright and/or Trademark. You may not use, display, distribute, sell or otherwise use the Photo in any manner that would violate any applicable copyright or trademark law.

h)  Extended License.  You may not violate the Standard License Agreement or Extended License in any way:

Without the purchase of a Agency Extended License, download or store the Photos or allow access on more than one computer or in a library or content-management system; or

Without the purchase of an Unlimited Print Extended License, use Photos in a print run over 250,000 copies; or

Without the purchase of a Products for Resale Extended License, use, reproduce, or distribute the Photos in connection with any goods or services intended for resale or distribution where primary value lies in the Photo itself; or

i)  Photo Incorporation.  You may not incorporate a Photo into a trade, design, or service mark; business name; or logo.

3.  Sublicense.  Without the purchase of an Extended License (Agency, Product for Resale, and/or Unlimited Print) or written permission from the Stock Gallery, the Licensee may not allow the Photo to be accessed by more than one user, use the Photo in a template or on-demand product, or for any other use not expressly granted in Section 1. For questions regarding use of Photos or to clarify use details, The Stock Gallery encourages Licensee to contact hello@thestockgallery.com.

4.  Extended License Options.  A Licensee may purchase an Extended License to expand upon the usage rights granted in the Standard License, subject to all provisions of this Agreement. Extended license options below may be stacked to achieve the necessary usage rights.

a)  Agency License.  Allows for any number of users within the same organization to use the Photo, so long as all users agree to be bound by the provisions of this Agreement, and that the Licensee remains liable for all use by additional users. This license is required for any Photo that will be stored on a server or Photo management system for simultaneous or team access. Use by global offices, non-branded affiliates, and non-direct subsidiaries is not included in the Agency License.

b)  Unlimited Print License.  Allows Licensee to make an unlimited number of hard copies of items described in Section 1 above; and unlimited copies of hard copy prints, posters and other reproductions for personal use, but not for business use, resale, license, or other distribution. Purchase of this license includes a complimentary Agency license.

c)  Products for Resale License.  Allows for incorporation of a Photo or its derivatives into products intended for resale or other distribution (including, in some cases, when distributed for free) where Photo provides the core value of the product. Such products include, but are not limited to, posters, calendars, stationery items, e-cards, on-demand products both tangible and electronic, photo books, stickers, mugs, apparel, artwork, screensavers or wallpapers (including mobile), templates (including but not limited to turn-key websites, pre-formatted emails or newsletters, or blog or CMS themes). Purchase of this license includes a complimentary Agency license.

d)  Market Freeze License.  Allows for exclusive use of the Photo collection for a period of time (a “Market Freeze Period”), beginning at the date of purchase and lasting for the period chosen by the Licensee at the time of purchase. During the Market Freeze Period the Stock Gallery will not license the Photo collection to any other Licensee. Use of the Photo during a Market Freeze Period will be in accordance with this Agreement. Licensee acknowledges and agrees that there will be no restriction on the grant of any license or other right to the Photo before or after the Market Freeze Period, and previous licensees of the Photo will have the right to continue using the Photo during the Market Freeze Period. Licensee may continue non-exclusive use of Photo in perpetuity. Purchase of this license includes the following complimentary Extended Licenses: Agency, Unlimited Print, and Products for Resale.

5. Representations, Warranties, and Disclaimer.  Licensor offers the Photo “AS IS” and makes no representations or warranties of any kind concerning the Photo or any element thereof, express, implied, statutory or otherwise, including without limitation warranties of title, merchantability, fitness for a particular purpose, noninfringement, or the absence of latent or other defects, accuracy, or the presence or absence of errors, whether or not discoverable. If your jurisdictions does not acknowledge the exclusion of implied warranties then the exclusion may not apply to you.

6. Limitation of Liability.  To the extent required by applicable law, in no event will Licensor be liable on any legal theory for any special, incidental, consequential, punitive, or exemplary damages arising out of this license or the use of the Photo, even if Licensor has been advised of the possibility of such damages.

7. Indemnification.  Licensee agrees to indemnify and hold harmless Licensor and its members, affiliates, officers, directors, managers, and employees, from and against any claims, losses, damages, liabilities, costs, and expenses, including reasonable attorneys’ fees, arising out of or in connection with your use, including use by any agent of yours, of the Photos, any violation of copyright or trademark law, or infringement on any trade-secret or property right of a third party.

8. Termination.  This License and the rights granted hereunder will terminate automatically upon any breach by you of the terms of this License.

9. Modification of License.  Licensor may withdraw or modify the License at any time, but any such withdrawal or modification will not affect application of the License to your use of the Photo, unless and until you have agreed to a modified version of the License. By continuing to access Licensor’s website after receiving notice of the new License, you agree to the License, and agree that it supersedes all prior licenses between you and Licensor as to the Photos (and as to any photo previously distributed by Licensor under any other license) in their entirety; if you do not so agree, you must notify Licensor that you reject this modified License within 30 days of your receipt of this License (whether received by email, upon viewing Licensor’s website, or otherwise), and cease use of the Licensor’s website pursuant to the effective Terms of Service.

10. General Provisions.
a) If any provision of this License is invalid or unenforceable under applicable law, it will not affect the validity of the remaining terms of this License, and without further action by the parties to this agreement, such provision will be reformed to the minimum extent necessary to make the License valid and enforceable in line with the parties’ original intention.
b) No term or provision of this License may be waived, and no breach consented to, unless such waiver or consent is in writing and signed by the party to be charged with such waiver or consent.
c) This License constitutes the entire agreement between the parties with respect to the Photos. There are no understandings, agreements, or representations with respect to the Photo. Licensor will not be bound by any additional provisions that may appear in any communication from you. This License may not be modified without the mutual written agreement of the Licensor and Licensee.
d) This Agreement does not and is not intended to confer any rights or remedies upon any person other than the parties hereto.
e) This License is granted under and governed by the laws of the United States of America and the State of South Carolina.
f) Any dispute arising under or relating to the License or the Photo may be resolved only through binding arbitration conducted in Charleston County, South Carolina under the then applicable rules of the American Arbitration Association. Notwithstanding the foregoing, Licensor may apply to the state and federal courts of Charleston County, South Carolina for an injunction against any breach of this License or infringement of the original author’s or Licensor’s intellectual property rights, or any model’s rights of privacy and publicity, and such injunction may be enforced, and damages for violation recovered, in any jurisdiction world wide. Licensee agrees that any dispute-resolution proceeding will be conducted on an individual basis and not in a class, consolidated, or representative action.