Digital Photograph Limited License Agreement

Please read this agreement carefully. The following terms and conditions, the content-specific invoice, and the content-specific on-line pages at FastPhotoDownloads.com applicable to this photograph, collectively govern your access to and use of all photographs available from FastPhotoDownloads.com and constitute a binding agreement between you and FastPhotoDownloads.com. By obtaining, using or paying for any photograph(s) from FastPhotoDownloads.com, you agree to be bound by and comply with all of the terms of this agreement. If you do not agree with any of the applicable terms, do not obtain or use any photographs from FastPhotoDownloads.com.

"Royalty-free photograph" means the photograph is licensed for an unlimited number of authorized uses or end products by you for a one-time flat fee.

A. By purchasing this photograph you agree to the following terms:

1. This product is sold on a royalty-free basis. The photographer grants you a limited, non-exclusive, perpetual, and worldwide right to use this photograph for the sole purpose of manipulating or otherwise using the Royalty-Free image to create the authorized end use in any and all media now known or hereafter devised except as noted below in Section G.1.- Unauthorized Uses.

2. This royalty-free license is non-transferable and non-sub licensable. Only You may use the photograph and the end product must be only for your own end use.

3. Your employees and contractors (if any) may use the photograph as necessary to create the end product provided that each employee or contractor has agreed to comply with these terms, and further provided that you remain jointly and severally liable for any breach of the terms of this agreement by such employee(s) or contractor(s).

4. Except insofar as it has been incorporated by you into the permitted end use, you may not sell, rent, loan, give, sub-license or otherwise transfer this photograph to anyone or any right to reproduce the photograph.

5. The photographer retains all right, title, and interest in and to all of the copyrights, patent rights, trademarks, trade secrets, and all other proprietary rights of the photograph.

6. No rights for any photograph are granted except the limited license of this agreement.

7. Any right, title or interest arising in any compilation or derivative work created using this photograph shall not entitle you to use the photograph except as permitted by this license.

8. You do not acquire any copyright ownership or equivalent rights in or to this photograph or any other property of FastPhotoDownloads.com or these photographers as a result of any license FastPhotoDownloads.com grants to you.

9. You hereby allow FastPhotoDownloads.com to use, without charge, your end use product in displays and presentations including websites for FastPhotoDownloads.com's marketing purpose, solely to demonstrate how you have used the photograph.

B. Limited Warranty and Disclaimer:

1. FastPhotoDownloads.com warrants that the photograph provided will be free from defects in material and workmanship (but not visual artifacts or flaws inherent in the original photograph) for 90 days following delivery. FastPhotoDownloads.com will provide you with a replacement of the digital copy of the photograph or, in FastPhotoDownloads.com's sole discretion, refund any fee actually paid by you to FastPhotoDownloads.com provided you have not made any use of the photograph.

2. While FastPhotoDownloads.com makes efforts to use accurate caption information, FastPhotoDownloads.com does not warrant that such information is accurate.

3. FastPhotoDownloads.com provides this digital download service on an "as-is" basis without warranty of any kind, including warranty of continued access or availability or against interruption of service.

4. FastPhotoDownloads.com makes no warranties, nor shall FastPhotoDownloads.com be liable for any claims related to or arising from your use of this photograph which (a) has been modified by you, or (b) has been combined by you with other photographs, products, text, or materials.

5. Except as may be otherwise expressly stated in these terms and conditions, FastPhotoDownloads.com, on behalf of itself and it's photographers makes no other warranty, express, implied, or statutory regarding any photographs, or its online systems, including, without limitation, any implied warranties of merchantability or fitness for a particular purpose.

C. Limitation of Liability:

1. Except for any liability which cannot by law be excluded or limited, neither FastPhotoDownloads.com nor any FastPhotoDownloads.com subsidiary, successor, predecessor, parent, joint venture, affiliate, officer, director, employee, contractor, content source, licensor, or licensee shall be liable to you or any other third party claiming through you for indirect, incidental, special, punitive, statutory or consequential damages arising out of, or relating to this agreement and/or your use or inability to use the photograph, whether framed as a breach of warranty of merchantability, title, non-infringement, or fitness for a particular purpose, in tort, contract, failure of essential purpose, or otherwise in no event shall FastPhotoDownloads.com's or any of it's subsidiaries', successors', predecessors', parents', joint ventures', affiliates', officers', directors', employees', contractors', content sources', licensors', or licensees' total aggregate liability to you or any third party claiming through you arising from this agreement, its termination or expiration, and/or your use of any content provided hereunder, shall exceed the actual monetary amount received by FastPhotoDownloads.com for the use of the applicable photograph. The foregoing limitations are applicable notwithstanding any failure of essential purpose.

D. Your Indemnification of FastPhotoDownloads.com:

1. You agree to indemnify and hold harmless FastPhotoDownloads.com and its photographers, officers, directors, employees, contractors, subsidiaries, joint ventures, licensors and licensees against all claims (including, without limitation, claims by third parties), liability, damages (including punitive damages), judgments, settlements, costs and expenses, including reasonable legal fees and expenses, arising out of or related to (1) Your breach of any terms, conditions, or restrictions of this Agreement (including the terms, conditions and restrictions identified on the invoice(s) and specific content web pages), (2) Your use or modification of any photograph, or combination of any photograph, with any text or other material, (3) Your failure to obtain from third parties all permissions necessary to use the photograph, (4) photographs which FastPhotoDownloads.com has otherwise notified you not to license or otherwise use prior to the beginning of the Term of the license for such photograph, and (5) any act or failure to act by you or any of your employees, contractors, employers, agents, clients, principals, or users.

E. FastPhotoDownloads.coms' Indemnification of You:

1. FastPhotoDownloads.com agrees to indemnify and hold you harmless against all claims, liability, damages (except punitive damages), costs and expenses, including reasonable legal fees and expenses, awarded against you arising out of or related to FastPhotoDownloads.com's breach of the warranties to you as provided above. Notwithstanding the preceding, FastPhotoDownloads.com shall have no obligation under this section unless you provide FastPhotoDownloads.com with written notice within ten (10) days of your receipt of any claim subject to indemnity and the right to defend or control the defense of such claim and shall not, in any case, have any obligation with respect to any claims covered above.

F. Releases and Clearances:

1. The rights FastPhotoDownloads.com grants to you do not include a license to, and FastPhotoDownloads.com makes no representations or warranties that it owns or licenses any rights related to or in any persons, places, property (real, personal or of any other kind) or subject matter depicted in any photograph. All photographs may be subject to copyrights, trademarks, rights of publicity, moral rights, property rights or other rights belonging to another party. If you are unsure whether additional rights are needed for your use, you are responsible for consulting with competent legal counsel. No employee or representative or FastPhotoDownloads.com may make, and you shall not rely upon, any representations or warranties other than those stated herein.

G. Unauthorized Uses:

1. Without limitation, photographs may not be used as a trademark, or for any pornographic use, or unlawful purpose or use, or to defame any person, or to violate any person's right of privacy, publicity or moral rights, or to infringe upon any copyright, trade name or trademark of any person or entity. You do not acquire, and shall not claim, any rights (trademark, copyright, or otherwise) in the photograph itself apart from your end use. Unauthorized use of the photograph constitutes infringement of copyright and other applicable rights and shall entitle FastPhotoDownloads.com to exercise all rights and remedies under applicable copyright and other laws, including monetary damages against all users and beneficiaries of the use of the photograph.

H. Payment:

1. You hereby agree to and are required to pay FastPhotoDownloads.com for all photographs that you obtain under the terms of this agreement, regardless of whether you use the photograph. Payment for the use of each photograph is required prior to transmission of the digital image to you by any means.

I. Jurisdiction

1.  Any dispute regarding this agreement shall be governed by the laws of the State of Nevada and the parties agree to accept the exclusive jurisdiction of the state and federal courts located in Nevada regardless of conflicts of laws.
 

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