IMPORTANT: PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE ACCEPTING THIS AGREEMENT WITH ERICKSON PRODUCTIONS, INC., A CALIFORNIA CORPORATION.
BY CHECKING THE “I AGREE TO THE TERMS AND CONDTIONS OF THIS LICENSE AGREEMENT” CHECKBOX, YOU (“YOU”) ARE AGREEING TO ENTER INTO A BINDING AGREEMENT (“AGREEMENT”) BETWEEN YOU AND ERICKSON PRODUCTIONS, INC. (“ERICKSON PRODUCTIONS”) AND TO BE BOUND AND ABIDE BY THE TERMS AND CONDITIONS STATED HEREIN, AS WELL AS ANY AND ALL ADDITIONAL TERMS, CONDITIONS, OR RESTRICTIONS PRESENTED BY ERICKSON PRODUCTIONS IN RELATION TO SPECIFIC CONTENT OR IMAGES.
BY USING THIS WEBSITE, YOU REPRESENT AND WARRANT TO ERICKSON PRODUCTIONS THAT YOU ARE OVER THE AGE OF 18 AND ARE LAWFULLY ABLE TO ACCEPT THE TERMS AND CONDITIONS SET FORTH HEREIN. IF YOU ARE USING THIS WEBSITE ON BEHALF OF ANY COMPANY OR ENTITY, YOU FURTHER REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO ACCEPT THESE TERMS ON BEHALF OF THE COMPANY OR ENTITY AND THAT THE COMPANY OR ENTITY YOU REPRESENT AGREES TO INDEMNIFY ERICKSON PRODUCTIONS FOR VIOLATIONS OF THESE TERMS.
IF YOU DO NOT AGREE TO COMPLY WITH AND BE BOUND BY ALL OF THESE TERMS, DO NOT CLICK ON THE “I ACCEPT” BUTTON AND DO NOT COPY, DOWNLOAD, OR USE ANY ERICKSON PRODUCTIONS CONTENT OR IMAGES.
- Grant of Usage Rights. Subject to the terms and conditions of this Agreement, Erickson Productions grants to You (and your employer if applicable) a limited, non-exclusive (unless otherwise stated), non-sublicensable, and non-assignable right to reproduce the still photographic images and/or moving images or footage in all forms (collectively “Images”) that You select solely in accordance with the rights and restrictions set forth in your Invoice, including but not limited to usage, media, time limits, print run, size, placement, industry, and geographic region. For the purposes of this Agreement, “Invoice” means any and all documents provided to You by Erickson Productions that set out the amount(s) payable by You and/or the rights and restrictions regarding the use of the Image(s) selected for licensing by You. The Invoice shall be incorporated into this Agreement and all references to this Agreement shall include the Invoice. Your request for and/or payment of any such Invoice shall constitute consent to such rights and restrictions and Your agreeing to adhere thereto. Except as expressly stated in this Agreement, no rights or license, express or implied, are granted to You.
- Effective Date. This Agreement is effective on the date that you click the “I Accept” button, unless otherwise stated on an Invoice.
- Ownership of Images. All Images are owned by Erickson Productions. Each of the Images is protected by intellectual property laws, including but not limited to copyright and trademark, and therefore may not be copied, duplicated, reproduced, downloaded, or transmitted by any means except pursuant to a written license agreement with Erickson Productions. This Agreement involves only a non-exclusive license to use Images pursuant to the terms, conditions, and restrictions set forth herein as well as those restrictions stated in the Invoice in relation to the specific Images that You license. This Agreement does not involve the sale of any Images or the assignment of any copyrights therein. No ownership or copyrights in any Images are transferred by this Agreement. Erickson Productions retains all ownership and copyrights in the Images. Any rights not specifically granted to You herein are retained by Erickson Productions.
- Electronic Storage of Images. Electronic storage of any Image is limited to a single copy on a single computer. You are not authorized to store an Image hereunder in a disc or photo library, jukebox, network or other storage facility.
- Fees and Payment. Your fee for the rights granted herein is set out in your Invoice. Payment of such fees is a precondition to any rights to use an Image being granted to You. No use or reproduction of an Image is permitted prior to full payment of the fees set forth in Your Invoice. Any use or reproduction of an Image prior to full payment shall constitute a breach of this Agreement and a violation of the intellectual and property rights of Erickson Productions. Fees must be paid as set out in the Invoice. The fees in Your Invoice are based on the rights and restrictions set forth in this Agreement and in your Invoice, and there can be no change, enlargement, or expansion of those rights without the prior written consent of Erickson Productions.
- Late Payment Charge. If You fail to pay any amount set out in an Invoice in full within thirty (30) days of the amount becoming payable under the terms of the Invoice, a service charge of one and one half percent (1.5%) per month (eighteen percent (18%) per year), or the maximum amount allowable by applicable law, shall be charged to You on such unpaid amount. Erickson Productions reserves the right, in its sole and absolute discretion, to terminate the license granted herein if payment is not made in full by You within thirty (30) days of the amount becoming so payable, subject to Erickson Productions’ right to damages arising out of such non-payment.
- Cancellation. Cancellation of a license is permitted and a partial refund may be granted if, and only if, you submit such a request in writing within fourteen (14) days of entering into this Agreement and provided that no use of an Image has occurred. Upon satisfaction of these conditions, a credit will be issued of up to fifty percent (50%) of the invoiced amount. If any use of an Image has been made by You and/or if such request is made after 14 days, then no credit will be issued.
- Limited Warranty. Erickson Productions hereby makes the following representations and warranties:
- Erickson Productions warrants that any Images licensed pursuant to this Agreement will be free from any third-party claims of copyright infringement and that Your use of Images in accordance with this Agreement and in the form provided by Erickson Productions will not infringe any third-party’s copyrights.
- Erickson further warrants that the digital file that Erickson Productions provides to you to be free from defects in material and workmanship for ninety (90) days from the date of purchase. The exclusive remedy for a breach of this warranty is the replacement of the digital file.
- UNLESS SPECIFICALLY WARRANTED IN AN INVOICE, ERICKSON PRODUCTIONS DOES NOT GRANT ANY RIGHT OR MAKE ANY WARRANTY WITH REGARD TO THE USE OF NAMES, PEOPLE, TRADEMARKS, TRADE DRESS, LOGOS, REGISTERED, UNREGISTERED OR COPYRIGHTED AUDIO, DESIGNS, WORKS OF ART OR ARCHITECTURE DEPICTED IN AN IMAGE. YOU ARE SOLELY RESPONSIBLE FOR DETERMINING WHETHER A RELEASE IS REQUIRED IN CONNECTION WITH YOUR PROPOSED USE OF AN IMAGE, AND YOU ARE SOLELY RESPONSIBLE FOR OBTAINING SUCH RELEASE.
- OTHER THAN AS EXPRESSLY WARRANTED ABOVE, ALL IMAGES AND DIGITAL FILES PROVIDED TO YOU BY ERICKSON PRODUCTIONS ARE PROVIDED “AS IS” WITHOUT ANY WARRANTIES OR CONDITIONS OF ANY KIND. TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, ERICKSON PRODUCTIONS DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, GUARANTEES AND CONDITIONS OF ANY KIND, EXPRESS AND IMPLIED, REGARDING THE IMAGES OR DIGITAL FILE, INCLUDING WITHOUT LIMITATION, ALL REPRESENTATIONS, WARRANTIES, GUARANTEES OR CONDITIONS REGARDING SUITABILITY, QUALITY, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. ERICKSON PRODUCTIONS GIVES NO WARRANTY AS TO THE ACCURACY OR AUTHENTICITY OF THE IMAGES OR ANY DESCRIPTION OF THEM OR THE IDENTIFICATION OF PERSONS, OBJECTS OR SCENES APPEARING IN THEM AND SHALL NOT BE LIABLE TO YOU FOR ANY OF THE FOREGOING.
- YOU ARE RESPONSIBLE FOR OBTAINING ALL THE NECESSARY RIGHTS OR CONSENTS REGARDING AS MAY BE REQUIRED FOR ANY USE YOU SHALL MAKE OF AN IMAGE.
- Some jurisdictions do not permit the exclusion of implied warranties, and so the foregoing or parts thereof may not apply to you.
- Indemnification by You. You agree to defend, indemnify and hold harmless Erickson Productions for any losses, costs, expenses (including reasonable legal fees), judgments, claims or damages of any kind arising out of or in connection with your breach of this Agreement or your unauthorized use of any of the Images, including without limitation from: (i) the use of any Image in breach of this Agreement or the provisions of the applicable Invoice; (ii) the use of any Image other than in accordance with the rights granted to you herein or in the Invoice; (iii) the use of any Image in such a manner that violates or infringes any right of any third party, including but not limited to the use of an Image without appropriate and/or necessary individual releases and permissions, consents or waivers of moral rights, and/or copyright or trademark infringement; and (iv) the unauthorized use by any third party to which you may have supplied any Image.
- Indemnification of You. Provided that you are not in breach of this Agreement and have not otherwise made any unauthorized use of Images, and as your sole and exclusive remedy for any breach by Erickson Productions of its limited warranties set forth in Section 8 above, Erickson Productions agrees, subject to the terms and conditions set forth in this Agreement and in this Section 9, to defend, indemnify and hold harmless You from all damages, liabilities and expenses (including reasonable outside legal fees) arising out of or in connection with any breach by Erickson Productions of its warranties in Section 8 above. This indemnification shall not apply to the extent any claims, damages, costs, or losses arise out of or are a result of any breach of this Agreement or any edits or modifications to an Image made by You or the context in which You use an Image. This indemnification also shall not apply to the extent any claims, damages, costs, or losses arise out of or are a result of Your continued use of content following notice from Erickson Productions, or Your continuing to use an Image after notice to You that of any claim related to an Image.
- The party seeking indemnification must promptly notify in writing the other party about the claim. If You request indemnification, Erickson Productions has the right, in its sole discretion, to assume the handling, settlement or defense of any claim or litigation. You further agree to cooperate in any way reasonably requested by Erickson Productions. Erickson Productions shall not be liable for legal fees and other costs incurred prior to You giving notice of the claim for which indemnity is sought.
- Limitation Of Liability. IN NO EVENT SHALL ERICKSON PRODUCTIzONS BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES FOR ANY BREACH OF IT’S OBLIGATIONS OR WARRANTIES, EXPRESS OR IMPLIED UNDER THIS AGREEMENT (INCLUDING LOSS OF PROFITS OR BUSINESS, LOST OPPORTUNITY OR LOSS OF BUSINESS REPUTATION), EVEN IF ERICKSON PRODUCTIONS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ERICKSON PRODUCTIONS’ ENTIRE LIABILITY AND YOUR ENTIRE REMEDY FOR ANY DAMAGES OR LOSS YOU MAY SUFFER FROM ANY CAUSE WHATSOEVER, WHETHER THE ACTION IS BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE) SHALL BE LIMITED TO THE AMOUNT PAID BY YOU FOR THE IMAGE OR THE DIGITAL FILE. YOU ACKNOWLEDGE THAT THE PRICING REFLECTS THIS ALLOCATION OF RISK AND THE LIMITATION OF LIABILITY SPECIFIED IN THIS AGREEMENT.
- Obligations with Use. You shall:
- retain the copyright notice of Erickson Productions and any other copyright management information associated with an Image, as well as Erickson Productions’ Image number as displayed on the Image and as included as part of the electronic file;
- use each Image in compliance with this Agreement and all applicable laws, including, but not limited to, laws and regulations relating to copyright and moral rights;
- provide a credit next to any Image used in an editorial manner as follows: “(c) Jim Erickson / Erickson Productions, Inc.” In the event that you fail to provide such a credit for any reason for any Image used in an editorial manner, you agree to promptly pay an additional fee equal to 25% of the original Invoice amount for the particular Image as liquidated damages and to prospectively provide such credit.
- Restrictions on Use. You shall not:
- make any use of an Image in whole or in part that is not expressly provided for in this Agreement or in your Invoice in respect of the Image; or
- use any Image, in whole or in part, for or in association with any pornographic purposes, or in any manner which is or could be considered to be libelous or defamatory, or that in any way is or could be potentially unflattering, demeaning or controversial for any model or person depicted in the Image, including but not limited to, “Sensitive Issue” subjects such as contraception, sexual or implied sexual activity, sexual preferences, dating services, chat lines, substance abuse, physical or mental abuse, violence, poverty, homelessness, dysfunctional family matters, alcohol, tobacco, AIDS, cancer or other serious physical or mental ailment or disability or serious physical or mental disease or any diagnostic test for the same.
- Use of an Image in any unauthorized manner shall constitute a breach of contract and further, may constitute an infringement of the rights of Erickson Productions, Inc. and may subject you to damages for infringement or unauthorized use.
- If you have any questions regarding application of the above limitations or restrictions, or you wish to request Sensitive Issues clearance from Erickson Productions, please do not hesitate to e-mail us immediately at: firstname.lastname@example.org or call +1 707.789.0405
- Model, Property and Other Releases and Consents. Model and property releases are available for most, but not all Images. If You require a model, property, or other release, contact Erickson Productions prior to licensing to determine whether the necessary release was obtained for a specific Image. If a release is available for an Image and required for Your intended use of an Image, availability of the release shall be noted in the Invoice and, upon request, a copy will be provided to You. Unless and except as set forth in an Invoice relating to a specific Image, You acknowledge that Erickson Productions gives no representation, warranty, guarantee or undertaking that any rights, releases or consents which are required, desirable or necessary for reproduction have been or will be obtained whether in relation to the use of names, people, intellectual property rights or any underlying works of whatever nature depicted in any Image, or that any waivers of any moral rights have been obtained. Unless Your Invoice notes that a specific release is available for a particular Image, You must satisfy yourself that, and take full responsibility for, all necessary rights, individual releases or consents and waivers as may be required or desirable or necessary for reproduction and your usage are obtained.
- Assignment. Erickson Productions, Inc. may assign this Agreement without your approval. You shall not assign this Agreement in whole or in part without Erickson Productions, Inc.’s written approval, except as may be specified in your Invoice.
- Digital File Condition. You are responsible for examining any digital file of the Image(s) before effecting reproduction. Accordingly, Erickson Productions, Inc. is not responsible for any damage resulting from any defect or alleged defect in any digital file or its caption or in any way from its reproduction.
- Access to Information. You agree to supply to Erickson Productions, Inc., upon request, complete and accurate information and copies of all records and accounts pertaining to the reproduction of Image(s) licensed by Erickson Productions, Inc. to you to ensure compliance with the terms of the Invoice provided by Erickson Productions, Inc. to you.
- Governing Law and Venue. This agreement shall be interpreted and governed by the laws of the State of California applicable to agreements fully executed and performed therein, as if so executed and performed, without regard to the conflicts of law rules applicable therein. All disputes arising hereunder shall be adjudicated in the Federal or State courts of the State of California located in the City of San Francisco, except that Erickson Productions, Inc. shall have the right to commence an action in any other court of competent jurisdiction in your home state or Country, and You hereby consent to jurisdiction in such courts.
- Amendment and Waiver. This Agreement may only be amended by written agreement. No waiver or consent by Erickson Productions, Inc. of or to any breach or default of this Agreement by you will be effective unless evidenced in writing. No waiver or consent effectively given as aforesaid will operate as a waiver or consent of or to any other right or other or further breach or default in relation to the same or any other provision of this Agreement.
- Survival. Such provisions of this Agreement that, by their nature, would be expected to survive termination of this Agreement shall survive any such termination.
- Breach. In the event of any breach of this agreement by You, You agree to be responsible for the reasonable legal fees and court costs of Erickson Productions, Inc. in the event that Erickson Productions, Inc. is required to enforce its rights by commencing an action under these provisions.