Please read these terms and conditions carefully before using or purchasing this Digital Image License from the Seller. By using or purchasing this Digital Image License from the Seller, you agree to be bound by the terms and conditions of this Agreement. If you do not accept the terms and conditions in this Agreement, do not use or purchase the Digital Image from the Seller.
BACKGROUND.
A. This Digital Image License (the "Agreement") is made effective as of the date of purchase, by and between the following Party who owns the image (the "Seller"):
CARA O'DONIEL DESIGN, LLC
of
11575 SW Pacific Hwy #2114
Tigard, OR 97223
and the following Party who's information is collected at time of purchase.
B. WHEREAS, the Seller owns the rights to a digital image and the Buyer would like to purchase said digital image.
NOW THEREFORE, in consideration of the Seller providing the Digital Image to the Buyer and the Buyer paying the Seller the Purchase Price, and other valuable consideration, the receipt and sufficiency of which consideration is hereby acknowledged, the Parties agree as follows:
I. DIGITAL IMAGE
1. The Seller owns and is providing to the Buyer the purchased digital image. (See purchase order for details)
II. LICENSE
2. The Digital Image is the property of the Seller and is copyrighted by law.
3. The Digital Image shall not be copied, published, or used in any way except as provided for in this Agreement.
4. The Seller reserves the right to use the Digital Image on the Seller's website and for the Seller's own marketing or advertising purposes.
5. In accordance with this Agreement, Seller grants Buyer a non-exclusive license to use the Digital Image.
6. The Seller will provide the Digital Image to the Buyer at the time of purchase.
III. PERMITTED USE
7. The Buyer shall only use the Digital Image in accordance with this Agreement.
8. The Buyer may use the Digital Image for the duration of the License Term for the following commercial purpose (the "Permitted Use"):
Buyer will be able to use the asset for any print design needs, such as publications, posters, and vinyl designs.
9. The Buyer may share the Digital Image to its social media platforms so long as the Digital Image is unaltered and includes a direct link to the Seller's website or credit to the Seller.
IV. RESTRICTIONS ON USE
10. The Buyer shall not resell, sub-license, or redistribute the Digital Image except as provided for in this Agreement.
11. The Buyer shall not use the Digital Image in a commercial manner to earn money, for marketing or advertising purposes, or in a trademark, except as provided for in this Agreement.
12. The Buyer shall not use the Digital Image in an obscene, defamatory, or immoral way.
13. The Buyer shall not allow others to use the Digital Image and shall not use the Digital Image in a way that allows others to download or redistribute the Digital Image except in accordance with this Agreement.
14. The Buyer shall not use, and shall not allow to be used, the Digital Image for any purposes prohibited by the laws of the United States.
V. PURCHASE PRICE
15. For use of the Seller's Digital Image, the Buyer shall pay a fixed fee, listed in the item description (the "Purchase Price").
16. The Buyer shall pay the Purchase Price in the form of one lump sum payment, due upon the execution of this Agreement.
VI. MODIFICATIONS
17. Under no circumstances may the Buyer modify, alter, or make changes to the Digital Image.
VII. WARRANTIES
18. The Seller warrants that the Seller is entitled to grant the use of the Digital Image described in this Agreement, and that this Agreement does not infringe on the rights of third parties.
VIII. LIABILITY AND INDEMNITY
19. The Seller will 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 Buyer's use of the Digital Image.
20. The Buyer agrees to defend, indemnify, and hold harmless the Seller and its officers, employees, agents, and suppliers against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees, and costs of any kind or amount whatsoever resulting from or arising out of the unauthorized use of the Digital Image by the Buyer, or its officers, employees, agents, or suppliers, or the Buyer's breach of this Agreement.
IX. TERMINATION
21. This Agreement may be terminated by either Party by providing 14 days' written notice to the other Party.
22. This Agreement will continue indefinitely according to the renewal terms set out in this Agreement unless one of the Parties provides appropriate written notice or it is otherwise terminated for any of the reasons set out below.
23. This Agreement shall terminate immediately upon the failure of the Buyer to comply with the terms and conditions herein.
24. The Seller reserves the right to cancel this Agreement immediately:
a. if the Buyer fails to make a payment when due; or
b. in the event of the Buyer's insolvency or bankruptcy.
25. The Seller reserves the right to discontinue the license and terminate the Agreement immediately, as well as to commence legal proceedings, if any copyright infringement has taken place due to the Buyer's unauthorized use of the Digital Image.
26. Upon expiry or termination of this Agreement, the Buyer shall discontinue the use of the Digital Image and shall destroy all copies and archives of the Digital Image.
X. INTELLECTUAL PROPERTY RIGHTS
27. The Seller retains all intellectual property rights in the Digital Image, including the sole copyright to the Digital Image. Nothing in this Agreement shall operate to transfer, assign, or otherwise grant any Party any right or interest in the Seller's intellectual property rights or affect ownership by the Seller of intellectual property rights with regard to the Digital Image.
28. Any use, under any conditions not specifically allowed for in this Agreement, may constitute a violation of federal copyright law or international copyright agreements.
29. The Buyer shall not falsely represent that they are the original creator of the Digital Image.
XI. EXPORT LAWS
30. In order to purchase a license for the Digital Image, the Buyer must be in compliance with applicable export laws.
31. The Buyer shall not ship, transfer, or export the Digital Image to any country in a manner prohibited by the laws of the United States or use it in any manner prohibited by the laws of the United States.
XII. CONFIDENTIAL INFORMATION
32. The term "Confidential Information" refers to any information or materials that are proprietary to the Seller, whether or not owned or developed by the Seller, and which the Buyer may obtain through any direct or indirect contact with the Seller or the Digital Image.
33. Regardless of whether specifically identified as confidential or proprietary, "Confidential Information" shall include any information provided by the Seller concerning the business, technology, and information of the Seller and any third party with which the Seller deals, including, without limitation, business records and plans, trade secrets, technical data, product ideas, contracts, financial information, pricing structure, discounts, computer programs and listings, source code, object code, copyrights and intellectual property, inventions, sales leads, strategic alliances, partners, and client lists. The nature of the information and the manner of the disclosure are such that a reasonable person would understand it to be confidential.
34. Confidential Information does not include the following:
a. Matters of public knowledge that result from disclosure by Seller
b. Information rightfully received by Buyer from a third party without a duty of confidentiality
c. Information independently developed by Buyer
d. Information disclosed by operation of law
e. Information disclosed by Buyer with prior written consent from Seller
f. Any other information that both Parties agree in writing is not confidential
XIII. PROTECTION OF CONFIDENTIAL INFORMATION
35. Buyer understands and acknowledges that the Confidential Information has been developed or obtained by Seller by the investment of significant time, effort, and expense, and that the Confidential Information is a valuable, special, and unique asset of Seller which provides Seller with a significant competitive advantage, and needs to be protected from improper disclosure.
36. In consideration for the receipt by Buyer of any Confidential Information, Buyer agrees as follows:
a. No Disclosure: Buyer will hold the Confidential Information in confidence and will not disclose the Confidential Information to any person or entity without the prior written consent of Seller.
b. No Copying or Modifying: Buyer will not copy or modify any Confidential Information without the prior written consent of Seller.
c. Unauthorized Use: Buyer shall promptly advise Seller if Buyer becomes aware of any possible unauthorized disclosure or use of the Confidential Information.
d. Application to Employees: Buyer shall not disclose any Confidential Information to any employees of Buyer, except those employees who are required to have the Confidential Information in order to perform their job duties in connection with the limited purposes of this Agreement. Each permitted employee to whom Confidential Information is disclosed shall sign a non-disclosure agreement substantially the same as this Agreement at the request of Seller.
XIV. ENTIRE AGREEMENT
37. This Agreement contains the entire Agreement between the parties regarding the subject matter of this Agreement, and there are no other promises or conditions in any other Agreement, whether oral or written.
XV. SEVERABILITY
38. If any provisions of this Agreement shall be held to be valid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable.
39. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.
XVI. AMENDMENT
40. This Agreement may be modified or amended if and only if the amendment is made in writing and signed by both Parties.
XVII. WAIVER OF CONTRACTUAL RIGHTS
41. The failure of either Party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that Party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.
XVIII. APPLICABLE LAW
42. This Agreement shall be governed by the laws of the State of Oregon.
XIX. NOTICE
43. Any notice or communication required or permitted under this Agreement shall be sufficiently given if delivered in person or by certified mail, return receipt requested, to the address set forth in the opening paragraph of this Agreement or to such other address as one Party may have furnished to the other in writing.
BACKGROUND.
A. This Digital Image License (the "Agreement") is made effective as of the date of purchase, by and between the following Party who owns the image (the "Seller"):
CARA O'DONIEL DESIGN, LLC
of
11575 SW Pacific Hwy #2114
Tigard, OR 97223
and the following Party who's information is collected at time of purchase.
B. WHEREAS, the Seller owns the rights to a digital image and the Buyer would like to purchase said digital image.
NOW THEREFORE, in consideration of the Seller providing the Digital Image to the Buyer and the Buyer paying the Seller the Purchase Price, and other valuable consideration, the receipt and sufficiency of which consideration is hereby acknowledged, the Parties agree as follows:
I. DIGITAL IMAGE
1. The Seller owns and is providing to the Buyer the purchased digital image. (See purchase order for details)
II. LICENSE
2. The Digital Image is the property of the Seller and is copyrighted by law.
3. The Digital Image shall not be copied, published, or used in any way except as provided for in this Agreement.
4. The Seller reserves the right to use the Digital Image on the Seller's website and for the Seller's own marketing or advertising purposes.
5. In accordance with this Agreement, Seller grants Buyer a non-exclusive license to use the Digital Image.
6. The Seller will provide the Digital Image to the Buyer at the time of purchase.
III. PERMITTED USE
7. The Buyer shall only use the Digital Image in accordance with this Agreement.
8. The Buyer may use the Digital Image for the duration of the License Term for the following commercial purpose (the "Permitted Use"):
Buyer will be able to use the asset for any print design needs, such as publications, posters, and vinyl designs.
9. The Buyer may share the Digital Image to its social media platforms so long as the Digital Image is unaltered and includes a direct link to the Seller's website or credit to the Seller.
IV. RESTRICTIONS ON USE
10. The Buyer shall not resell, sub-license, or redistribute the Digital Image except as provided for in this Agreement.
11. The Buyer shall not use the Digital Image in a commercial manner to earn money, for marketing or advertising purposes, or in a trademark, except as provided for in this Agreement.
12. The Buyer shall not use the Digital Image in an obscene, defamatory, or immoral way.
13. The Buyer shall not allow others to use the Digital Image and shall not use the Digital Image in a way that allows others to download or redistribute the Digital Image except in accordance with this Agreement.
14. The Buyer shall not use, and shall not allow to be used, the Digital Image for any purposes prohibited by the laws of the United States.
V. PURCHASE PRICE
15. For use of the Seller's Digital Image, the Buyer shall pay a fixed fee, listed in the item description (the "Purchase Price").
16. The Buyer shall pay the Purchase Price in the form of one lump sum payment, due upon the execution of this Agreement.
VI. MODIFICATIONS
17. Under no circumstances may the Buyer modify, alter, or make changes to the Digital Image.
VII. WARRANTIES
18. The Seller warrants that the Seller is entitled to grant the use of the Digital Image described in this Agreement, and that this Agreement does not infringe on the rights of third parties.
VIII. LIABILITY AND INDEMNITY
19. The Seller will 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 Buyer's use of the Digital Image.
20. The Buyer agrees to defend, indemnify, and hold harmless the Seller and its officers, employees, agents, and suppliers against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees, and costs of any kind or amount whatsoever resulting from or arising out of the unauthorized use of the Digital Image by the Buyer, or its officers, employees, agents, or suppliers, or the Buyer's breach of this Agreement.
IX. TERMINATION
21. This Agreement may be terminated by either Party by providing 14 days' written notice to the other Party.
22. This Agreement will continue indefinitely according to the renewal terms set out in this Agreement unless one of the Parties provides appropriate written notice or it is otherwise terminated for any of the reasons set out below.
23. This Agreement shall terminate immediately upon the failure of the Buyer to comply with the terms and conditions herein.
24. The Seller reserves the right to cancel this Agreement immediately:
a. if the Buyer fails to make a payment when due; or
b. in the event of the Buyer's insolvency or bankruptcy.
25. The Seller reserves the right to discontinue the license and terminate the Agreement immediately, as well as to commence legal proceedings, if any copyright infringement has taken place due to the Buyer's unauthorized use of the Digital Image.
26. Upon expiry or termination of this Agreement, the Buyer shall discontinue the use of the Digital Image and shall destroy all copies and archives of the Digital Image.
X. INTELLECTUAL PROPERTY RIGHTS
27. The Seller retains all intellectual property rights in the Digital Image, including the sole copyright to the Digital Image. Nothing in this Agreement shall operate to transfer, assign, or otherwise grant any Party any right or interest in the Seller's intellectual property rights or affect ownership by the Seller of intellectual property rights with regard to the Digital Image.
28. Any use, under any conditions not specifically allowed for in this Agreement, may constitute a violation of federal copyright law or international copyright agreements.
29. The Buyer shall not falsely represent that they are the original creator of the Digital Image.
XI. EXPORT LAWS
30. In order to purchase a license for the Digital Image, the Buyer must be in compliance with applicable export laws.
31. The Buyer shall not ship, transfer, or export the Digital Image to any country in a manner prohibited by the laws of the United States or use it in any manner prohibited by the laws of the United States.
XII. CONFIDENTIAL INFORMATION
32. The term "Confidential Information" refers to any information or materials that are proprietary to the Seller, whether or not owned or developed by the Seller, and which the Buyer may obtain through any direct or indirect contact with the Seller or the Digital Image.
33. Regardless of whether specifically identified as confidential or proprietary, "Confidential Information" shall include any information provided by the Seller concerning the business, technology, and information of the Seller and any third party with which the Seller deals, including, without limitation, business records and plans, trade secrets, technical data, product ideas, contracts, financial information, pricing structure, discounts, computer programs and listings, source code, object code, copyrights and intellectual property, inventions, sales leads, strategic alliances, partners, and client lists. The nature of the information and the manner of the disclosure are such that a reasonable person would understand it to be confidential.
34. Confidential Information does not include the following:
a. Matters of public knowledge that result from disclosure by Seller
b. Information rightfully received by Buyer from a third party without a duty of confidentiality
c. Information independently developed by Buyer
d. Information disclosed by operation of law
e. Information disclosed by Buyer with prior written consent from Seller
f. Any other information that both Parties agree in writing is not confidential
XIII. PROTECTION OF CONFIDENTIAL INFORMATION
35. Buyer understands and acknowledges that the Confidential Information has been developed or obtained by Seller by the investment of significant time, effort, and expense, and that the Confidential Information is a valuable, special, and unique asset of Seller which provides Seller with a significant competitive advantage, and needs to be protected from improper disclosure.
36. In consideration for the receipt by Buyer of any Confidential Information, Buyer agrees as follows:
a. No Disclosure: Buyer will hold the Confidential Information in confidence and will not disclose the Confidential Information to any person or entity without the prior written consent of Seller.
b. No Copying or Modifying: Buyer will not copy or modify any Confidential Information without the prior written consent of Seller.
c. Unauthorized Use: Buyer shall promptly advise Seller if Buyer becomes aware of any possible unauthorized disclosure or use of the Confidential Information.
d. Application to Employees: Buyer shall not disclose any Confidential Information to any employees of Buyer, except those employees who are required to have the Confidential Information in order to perform their job duties in connection with the limited purposes of this Agreement. Each permitted employee to whom Confidential Information is disclosed shall sign a non-disclosure agreement substantially the same as this Agreement at the request of Seller.
XIV. ENTIRE AGREEMENT
37. This Agreement contains the entire Agreement between the parties regarding the subject matter of this Agreement, and there are no other promises or conditions in any other Agreement, whether oral or written.
XV. SEVERABILITY
38. If any provisions of this Agreement shall be held to be valid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable.
39. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.
XVI. AMENDMENT
40. This Agreement may be modified or amended if and only if the amendment is made in writing and signed by both Parties.
XVII. WAIVER OF CONTRACTUAL RIGHTS
41. The failure of either Party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that Party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.
XVIII. APPLICABLE LAW
42. This Agreement shall be governed by the laws of the State of Oregon.
XIX. NOTICE
43. Any notice or communication required or permitted under this Agreement shall be sufficiently given if delivered in person or by certified mail, return receipt requested, to the address set forth in the opening paragraph of this Agreement or to such other address as one Party may have furnished to the other in writing.