Editorial Use License Agreement
This Editorial Use License Agreement ("Agreement") is entered into between Camarts Inc., ("Licensor"), addressed at 1401 Pennsylvania Ave Ste 105 Box 2023 Wilmington, DE 19806 and the individual or entity ("Licensee") accessing or using the licensed materials ("Image(s)"). By purchasing, downloading, or using the Image(s), Licensee agrees to the terms of this Agreement.
1. Definitions
As used in this Agreement:
- "Editorial Use" refers to non-commercial public uses such as blogs, articles, and print publications, provided proper credit is given and the Image(s) is not distributed as-is.
- "Image(s)" refers to any photographic or digital media provided by the Licensor under this Agreement.
2. Scope of the License
Licensor grants the Licensee a non-exclusive, non-transferable, and revocable license to use the Image(s) solely for Editorial Use as defined in Section 1. This license allows the Licensee limited to:
- Use the Image(s) on blogs, websites, social media platforms, online news outlets, and print publications.
- Incorporate the Image(s) into non-commercial editorial projects, including articles, online posts, or print features.
The Licensor reserves the right to request proof of the Licensee's use of the Image(s). Such proof may include, but is not limited to, providing documentation of how the Image(s) have been utilized, as well as government-issued identification or other legal documents to confirm that the Licensee's identity matches the name associated with the license.
3. License Usage Prohibition
The license strictly prohibits any use of the Image(s) outside the scope of Editorial Use, including, but is not limited to:
- The Image(s) cannot be used in any commercial context, including but not limited to advertisements, paid promotions, or subscription-based publications.
- The Image(s) cannot be used to enter contests, apply for grants, or submit to exhibitions, galleries, or publications.
- The Licensee must not distribute, share, or post the Image(s) as-is on any image-sharing platforms, databases, or similar services.
- Unauthorized redistribution, public sharing, or making the Image(s) accessible to unauthorized individuals by any means is strictly prohibited. The Licensee must not modify the Image(s) in a way that misrepresents their original intent or violates copyright laws.
4. License Validity
The license is valid worldwide, granting the Licensee the right to use the Image(s) without geographical limitations.
One-time Purchase
The license for a one-time purchase is valid for a duration of six (6) months from the date of purchase. This license will not renew automatically. After the six-month term, the Licensee has a 30-day grace period to either renew the license or delete the Image(s) from their devices and backups.
Complimentary Licenses
For complimentary licenses included with membership subscriptions, the licenses remain valid as long as the subscription is active and renewed at the specified intervals. Auto-renewal applies by default unless the Licensee opts out of renewal before the next billing cycle. If the subscription lapses, the Licensee must immediately discontinue use of the Image(s) and delete all associated files.
Notwithstanding the foregoing, Licensee may continue distributing derivative works published during the term of this Agreement, provided no new derivative works are created after license expiration.
5. Modifications
The Licensee may modify the Image(s) strictly for non-commercial editorial purposes. Such modifications may include cropping, resizing, or applying stylistic adjustments for publication requirements.
Any derivative works created through modifications must adhere to all restrictions outlined in this Agreement. The Licensee may distribute, share, or publicly display the modified Image(s) in any format approved by the Licensor. Furthermore, modified Image(s) must not misrepresent the Image(s) in a manner that could harm the reputation or intellectual property rights of the Licensor.
The Licensee acknowledges that any modifications to the Image(s) do not transfer or confer additional rights. The modified Image(s) remains subject to the Licensor's intellectual property rights as outlined in this Agreement.
In the event of a dispute regarding modifications, the Licensor reserves the right to request the removal or cessation of use of any modified Image(s) that violate the terms of this Agreement.
6. Attribution Requirements
Proper attribution must include:
- The photographer and Licensor’s name ([Photographer Name]/Camarts Inc.).
- A link to the Licensor’s website or social media handles where applicable.
- Adherence to format, font, color, size, and other usage-specific requirements as specified in the Attribution Guidelines.
Failure to comply with attribution requirements will result in a three-day grace period to correct the issue. Continued non-compliance constitutes a material breach of this Agreement. While watermarking is not required, it is encouraged for certain use cases as specified in this Section to prevent unauthorized reuse. The Licensor retains the right to make adjustments to the attribution guidelines from time to time with prior notification to the Licensee or as announced through the Licensor’s communication channels. In addition, the Licensor may embed licensee information (via metadata or steganography) in the Image(s) to monitor compliance with this Agreement.
7. Backup and Storage
The Licensee may create backups of the Image(s) for use in the same editorial project, including sharing, storage, or usage with teammates directly involved in the project, provided such backups are accessed only by members of the project team and are not shared with individuals outside the team..
The Licensee is solely responsible for safeguarding the Image(s) from unauthorized access by third parties. Any breach resulting in third-party access to the Image(s) shall be the sole responsibility of the Licensee.
8. Exclusivity
The Editorial Use license is granted exclusively to the Licensee and cannot be transferred, assigned, or sublicensed to any other individual or entity. Notwithstanding the foregoing, Image(s) may be shared with team member. In the event that happens, Licensee shall be liable to warrant that the usage of the Image(s) is in compliance as outlined in this Agreement.
9. Intellectual Property
The original holder of all intellectual property rights retains full ownership of the rights to the Image(s). The Licensor does not transfer copyright to the Image(s) but grants the Licensee a license for Editorial Use only, as defined in this Agreement.
Nothing in this Agreement constitutes a transfer of intellectual property rights to the Licensee. The Licensee is granted a limited license to use the Image(s) under the terms of this Agreement, but ownership of all intellectual property remains exclusively with the original holder of the intellectual property.
Any images or copies thereof, whether stored digitally or otherwise, and any associated computer programs, including source or object code, are protected by applicable copyright laws. The Licensee may not copy, reproduce, or distribute the Image(s) or derivative works without prior written consent from the Licensor.
Any unauthorized reproduction, distribution, or public use of the Image(s) constitutes a violation of this Agreement and applicable copyright laws.
10. Expenses
Licensor shall be solely and exclusively responsible for any expenses incurred under this Agreement.
11. Limitation of Liability
The Licensor is not liable for any indirect, incidental, or consequential damages arising from the use or inability to use the Image(s). The Licensee agrees to indemnify the Licensor against any claims arising from misuse of the Image(s).
To the extent it is lawful, neither Party shall be liable to the other Party in contract, tort, negligence, breach of statutory duty or otherwise for any loss, damage, costs or expenses of any nature whatsoever incurred or suffered by that other Party of an indirect or consequential nature including without limitation any economic loss, data loss, loss of goodwill, or other loss of turnover, profits, or business.
12. Warranty Disclaimer
The Licensee acknowledges that they use the Image(s) entirely at their own risk. The Licensor makes no warranties, express or implied, regarding the quality, suitability, performance, or fitness of the Image(s) for any particular purpose. The Licensor disclaims all liability for any potential impact or damage resulting from the use of the Image(s), including but not limited to errors, omissions, or incompatibilities.
The Licensee assumes full responsibility for ensuring that the use of the Image(s) complies with all applicable laws, regulations, and third-party rights. The Licensor shall not be held accountable for any consequences arising from improper or unlawful use of the Image(s).
The Licensee acknowledges and accepts full responsibility for any damages, liabilities, or losses, including economic loss, resulting from their use of the Image(s). This includes, but is not limited to:
- Failure to comply with attribution guidelines outlined in this Agreement.
- Unauthorized sharing or redistribution of the Image(s).
- Violations of third-party intellectual property rights.
- Misuse of the Image(s) in ways that contravene this Agreement.
- Commercial use of the Image(s).
- Financial or reputational damages incurred by third parties due to improper use.
13. Indemnity
The Licensee hereby agrees to indemnify the Licensor against any and all damage, liability, and loss, as well as legal fees and costs incurred, as a result of the Image(s) usage under this Agreement or the relationship between Licensor and Licensee arising out of the fault of this Agreement. This clause shall not be read to provide indemnification for any Party in the event that a competent court of law, rendering a final judgment, holds that the bad faith, gross negligence, or willful misconduct of the Party caused the damage, liability, or loss.
14. Termination
The Licensor retains the right to terminate this Agreement along with revoking Editorial Use license immediately upon:
- Unauthorized sharing, distribution or public use of the Image(s).
- Commercial use of the Image(s).
- Provision of fraudulent or incomplete information by the Licensee during the purchase process, including but not limited to false or incomplete name or contact details.
- Violation of any other terms of this Agreement.
The Licensee acknowledges that no refunds will be issued for any revoked licenses in the event of the Image(s) file has been downloaded. Upon termination, the Licensee must delete all copies of the Image(s) in their possession.
15. General Provisions
Governing Law
This Agreement shall be governed in all respects by the laws of the state of Delaware and any applicable federal law. Both Parties consent to jurisdiction under the state and federal courts within the state of Delaware. The Parties agree that this choice of law, venue, and jurisdiction provision is not permissive, but rather mandatory in nature. Both of the Parties hereby unconditionally waive their right to a jury trial of any and all claims or causes of action arising from or relating to this Agreement.
Language
All communications made or notices given pursuant to this Agreement shall be in the English language.
Assignment
This Agreement, or the rights granted hereunder, may not be assigned, sold, leased or otherwise transferred in whole or part by either Party.
Amendments
This Agreement may only be amended in writing signed by both Parties.
No Waiver
None of the terms of this Agreement shall be deemed to have been waived by any act or acquiescence of either Party. Only an additional written agreement can constitute waiver of any of the terms of this Agreement between the Parties. No waiver of any term or provision of this Agreement shall constitute a waiver of any other term or provision or of the same provision on a future date. Failure of either Party to enforce any term of this Agreement shall not constitute waiver of such term or any other term.
Severability
If any provision or term of this Agreement is held to be unenforceable, then this Agreement will be deemed amended to the extent necessary to render the otherwise unenforceable provision, and the rest of the Agreement, valid and enforceable. If a court declines to amend this Agreement as provided herein, the invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of the remaining terms and provisions, which shall be enforced as if the offending term or provision had not been included in this Agreement.
Entire Agreement
This Agreement constitutes the entire agreement between the Parties and supersedes any prior or contemporaneous understandings, whether written or oral.
Headings
Headings to this Agreement are for convenience only and shall not be construed to limit or otherwise affect the terms of this Agreement.
Counterparts
This Agreement may be executed in counterparts, all of which shall constitute a single agreement. If the dates set forth at the end of this document are different, this Agreement is to be considered effective as of the date that both Parties have signed the agreement, which may be the later date.
Force Majeure
Licensor is not liable for any failure to perform due to causes beyond its reasonable control including, but not limited to, acts of God, acts of civil authorities, acts of military authorities, riots, embargoes, acts of nature and natural disasters, and other acts which may be due to unforeseen circumstances.
Notices
Any notice given under the Agreement must be in writing (whether or not described as “written notice” in the Agreement) and must be delivered personally, sent by recorded signed-for post, or sent by fax or email, for the attention of the relevant person, and to the relevant address or fax number or email address given in this Agreement (or as notified by one party to the other in accordance with this Clause).
Confidentiality
The Parties agree that during the term of this Agreement, they are likely to obtain, have access to or become aware of information and materials that each party deems to be confidential, proprietary or of strategic importance, including without limitations, the Product, all data, trade secrets, knowledge, information, technology, designs, systems, techniques, methods, processes, know-how, business projections, and intellectual property, marketing and sales information, information about the business of each of the Parties and their affiliates whether or not reduced to writing. The Parties acknowledge that the success, profitability, and competitive position of each of the Parties require that strict confidentiality be maintained at all times with respect to all confidential information, and that any breach of such confidential information is capable of causing substantial damage to any of the Parties. The Parties agree to:
- hold all of the confidential information in confidence and not to use same other than in accordance with the terms of this Agreement and performance of their obligations hereunder;
- not to publish or disclose the confidential information, whether directly or indirectly, or to assist any other party in doing same; and
- not to disclose or assist in the disclosure of any confidential information to anyone other than to each Party’s respective, employees, agents and affiliates who have a need to know such information in order for the Parties to comply with their respective obligations hereunder, but in such event, each of the parties shall ensure that their employees, agents and affiliates who have access to the confidential information shall comply with these provisions.
IN WITNESS WHEREOF, the Parties have duly affixed their signatures on this ____________ (date).