Image License Terms/Agreement

Image License Terms/Agreement
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Image License Terms/Agreement

The agreement is between the photographer and Southwest Idaho Travel Association. A signed PDF of the agreement will be sent to each individual photographer upon acceptance of imagery.

  • The image license agreement (“Agreement”)
  • Your name (“Photographer”)
  • Southwest Idaho Travel Association (“SWITA”)

RECITALS

Photographer is the creator and owner of certain images and desires to grant a non-exclusive license to SWITA to use those images for its commercial purposes.

SWITA desires to use the images of the Photographer for its commercial purposes.
In consideration of the mutual representations, warranties, covenants, agreements, and conditions contained in, and the mutual benefits to be derived from, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

Images. Photographer has created certain images through photography, as identified in Exhibit A. (“Images”). A fillable agreement will be sent to each Photographer identifying each image or video and will be specifically outlined in Exhibit A. For the purpose of these terms, the option has been omitted.

License.

  • The Images are the property of Photographer and are copyrighted by law and may or may not be registered.
  • Photographer grants SWITA a non-exclusive, royalty-free, fully paid up, non-sublicensable, non-transferable, worldwide right and license to use the Images for its commercial purposes for a period of thirty-five (35) years from the Effective Date.
  • Photographer shall provide SWITA the Images in that format agreed to by the parties which may include, but not limited to, the following formats: .tif, .tiff, .bmp, .jpg, .jpeg, .gif, .png, .eps, or RAW image files.
  • Photographer reserves the right to use the Images for the Photographer’s commercial or personal purpose.

Permitted Use

  • SWITA, and any of its agents, employees, vendors, or contractors, (“SWITA Affiliates”) may use the Images for the commercial purpose of SWITA to include, but not be limited to:
  • Reproduce the Images;
  • Create derivative works based on the Images;
  • Publish, distribute, or otherwise disseminate the Images (or copies thereof) and any derivative works; and,
  • Publicly display the Images and any derivative works.
  • SWITA Affiliates may, but are not required, to provide attribution to Photographer for SWITA’s commercial use of the Images.

Restrictions on Use.

  • SWITA Affiliates shall not resell or sub-license the Images except as provided for in this Agreement.
  • Neither Photographer nor SWITA Affiliates shall use the Images for any purposes prohibited by the laws of any jurisdiction in which the Images are used.

License Fee.

  • SWITA shall pay the license fee for each Image as set forth in Exhibit A for the Permitted Use of the Images (the “License Fee”).
  • Other than the License Fee, SWITA shall not owe Photographer royalties or any other fees for use of the Images as provided in this Agreement.

Representations and Warranties.

  • Photographer represents and warrants that Photographer is entitled to grant use of the entirety, and any portion, of the Images to SWITA for its commercial use.
  • Photographer represents and warrants that this Agreement or use by SWITA of the Images, or any portion thereof, does not infringe the rights of others.
  • Photographer represents and warrants that Photographer was and is, at all relevant times, authorized to use any image contained in the Images.
  • Photographer represents and warrants that Photographer obtained appropriate releases required for the Image or any image contained in the Images.

Indemnity.

  • SWITA shall not be liable for any third-party claims, losses, damages, liabilities, penalties, punitive damages, expenses, legal fees or costs of any kind or amount whatsoever resulting from the Photographer’s use of the Images.
  • Photographer shall defend, indemnify, and hold harmless SWITA, SWITA Affiliates, and their officers, employees, agents and vendors against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable attorney’s fees and costs of any kind or amount whatsoever resulting from or arising out of the unauthorized use of the Images by Photographer or Photographer’s breach of this Agreement.

Limitation of Liability.

  • In no event shall SWITA be liable for any damages in excess of the License Fee pursuant to this Agreement.
  • In no event shall SWITA be liable for consequential, indirect, incidental, special, exemplary, punitive, or enhanced damages arising out of, or relating to, or in connection with any breach of this Agreement.
  • These Limitation of Liability provisions shall apply even if Photographer’s remedies under this Agreement fail of their essential purpose.

Termination.

  • This Agreement shall terminate upon the failure of either Party to comply with the terms and conditions of this Agreement.
  • Upon termination of this Agreement, SWITA shall discontinue use of the Images, and shall destroy all copies and archives of the Images

Intellectual Property.
Except as otherwise provided in this Agreement, nothing in this Agreement shall: i) operate to transfer or assign any Party any right or interest in the intellectual property rights of the other Party; or, ii) affect ownership of the intellectual property rights of the Party.

General Provisions

  • Governing Law. This Agreement is governed by and shall be interpreted under the laws of the State of Idaho. Any lawsuits arising out of or relating to this Agreement shall be filed in the state or federal courts of Ada County, Idaho, which shall have exclusive jurisdiction.
  • Notice. Parties shall provide effective notice (“Notice”) to each other via the following methods of delivery at the date and time which the Notice is sent:
    Email
    Photographer’s Email:
    SWITA Email: imagery@visitsouthwestidaho.org
  • Attorneys’ Fees and Costs. In any lawsuit between the Parties arising out of or related to this Agreement, the prevailing party shall be awarded its reasonable attorneys’ fees and costs/expenses incurred during the lawsuit.
  • Headings. All section headings in this Agreement are for convenience only and, if found to create ambiguity or inconsistency with the substance of the article or section, shall not be deemed to control or affect the meaning or construction of any of the provisions of this Agreement.
  • Amendments. Any term of this Agreement may be amended only with the written consent of the parties.
  • Authorization. Each of the signatories to this Agreement represents and warrants that such signatory has been duly authorized to enter into this Agreement on behalf of the Party for whom such signatory has executed this Agreement.
  • Beneficiaries. Upon the execution date, the rights and obligations set forth in this Agreement shall bind and inure to the benefit of the Parties and their heirs, beneficiaries, affiliates, agents, employees, attorneys, insurers, and assigns.
  • Performance. Each of the Parties warrants that it is not subject to any agreement, law, regulation, rule, order, judgment, or decree of any kind which would prevent it from entering into this Agreement or fully performing its obligations hereunder.
  • Non-Waiver. Waiver or failure to enforce any of the terms and conditions of this Agreement shall not be construed as a general waiver or continuing waiver by the waiving Party.
  • Entire Agreement. This Agreement, including any exhibits, constitutes the entire final and complete agreement of the parties regarding the Images and supersedes all oral negotiations and prior writings with respect to the subject matter of this Agreement.
  • Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provisions in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provisions, then (i) such provisions shall be excluded from this Agreement, (ii) the balance of the Agreement shall be interpreted as if such provision were so excluded and (iii) the balance of the Agreement shall be enforceable in accordance with its terms.
  • Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together will constitute one and the same instrument.
  • Non-assignability. This Agreement may not be assigned to any other party including successors.
  • Third parties. This Agreement does not create any rights of third parties and creates no third-party beneficiaries.
  • Advice of Counsel. EACH PARTY ACKNOWLEDGES THAT, IN EXECUTING THIS AGREEMENT, SUCH PARTY HAS HAD THE OPPORTUNITY TO SEEK THE ADVICE OF INDEPENDENT LEGAL COUNSEL AND HAS READ AND UNDERSTOOD ALL OF THE TERMS AND PROVISIONS OF THIS AGREEMENT. THIS AGREEMENT SHALL NOT BE CONSTRUED AGAINST ANY PARTY BY REASON OF THE DRAFTING OR PREPARATION.
Boise
McCall