– FREE – Licensing terms for images shared with other businesses

This is the Terms of use for image sharing between Zoe Larkin Photography (‘ZLP’) and business or commercial party that is not the client (‘Party’) where the Party has not paid for ZLP photography services. Using images publicly that are provided under these terms of use constitutes entering into this Agreement.

(a) The License to Use comes into effect from the date of delivery of the image gallery to Party.

(b) Where restricted in the Agreement, permission to use the Photographs for other purposes will normally be granted upon payment of a further fee to be mutually agreed. Note: A written agreement must be reached with the Photographer before the Photographs may be used for other purposes except those granted below.

(c) Where uses of an image are made which breach the license to use further charges may be made.

(d) Any reproduction rights granted are by way of license only and no partial or other assignment of copyright shall be implied.

(e) On the Party’s bankruptcy or in the event of a Resolution, Petition or Order for winding-up being made against it, or if a Receiver or an administration is appointed, any license granted shall immediately cease.

(f) Any further requests by the Party to edit images through any means (for example, different sized images and Photoshop requests) will incur a fee of $30 per image.

(g) No other images are available to the Party. On the Party’s absolute insistence, delivery of any further images will incur a fee of $30 per image.

 

All rights not expressly granted to the Party shall be reserved by ZLP. Any questions, please ask. 

 

Party is not authorized to share, promise, give, or otherwise disseminate photographs with any other, separate businesses. Instead, Party will refer interested parties to ZLP for a proper commercial use license and terms.

Licensed Content Usage

This Commercial License allows the Party to use Licensed Content for the period of two (2) years from effective date, in the geographic region of the United States of America only, for an unlimited number of times. The Party may use Licensed Content for personal or commercial reasons, in any medium or format, except as outlined in the Restricted Usage section of this agreement.

The Party understands that Licensed Content is provided for their exclusive use for a period of two years from the date of agreement ratification.

The Party’s employees or subcontractors may access and use Licensed Content at the direction of the Party, and only in relation to the Party’s own projects.

Restricted Usage

The Party understands and agrees to the following restrictions on the use of Licensed Content:

  • Unlawful Use – The Party will not use Licensed Content in any defamatory manner, or in violation of any applicable laws.
  • File Storage – The Party will store only 2 copies of any Licensed Content file, and will not store such copies in any manner that allows for downloading or redistributing the file in its original format.
  • Pornographic Use – The Party will not use Licensed Content in relation to any pornographic subject matter.
  • Sensitive Use Disclaimer – If the Party uses Licensed Content in connection with subject matter that could be interpreted as controversial in nature, the Party agrees to indicate that the Licensed Content is for example purposes.
  • False Representation – The Party will not falsely represent that they are the original creator of the Licensed Content. Use of licensed images without attribution is considered False Representation.
  • On-Demand Products – The Party will not use Licensed Content for the creation or production of on-demand or made-to-order products, such as, but not limited to, postcards, mugs, t-shirts, calendars or computer desktop wallpapers.
  • Template Usage – The Party will not use Licensed Content for the creation of digital templates intended for resale or other distribution.
  • Logo Usage – The Party will not use Licensed Content as part of a trademark, service mark, business name or logo.
  • Advertising and Packaging – The Party will not use Licensed Content in advertisements* such as, but not limited to, billboard advertisements, magazine or newspaper print advertisements, or television commercials.

 

Permitted uses examples

  • Social Media (including but not limited to Instagram, Facebook, Pinterest, Twitter, LinkedIn). *Facebook or Instagram ads are permitted. (e.g boosting a post, creating a sponsored post or an ad) Please see further information below pertaining to crediting on social media. 
  • Website usage on Party’s own company’s website (including but not limited to blog posts, page headers or homepage).
  • Email marketing & distribution (including but not limited to Mailchimp newsletter or similar sign-up services)
  • Printed flyers and mailshots
  • PR Assets

 

Crediting ZLP in social media posts.

Credit must be given to ZLP as author of the work, every time it is posted to social media. Tagging must be done at the time of posting and not added later. The tagging can be done by ‘mentioning/ tagging user’ within the picture or in the caption that accompanies the picture. Ideally, both methods should be used.

Social media handles: Instagram @zoe.larkin

Facebook @zoelarkinphoto

Pinterest @zoelarkinphoto

Twitter @zoelarkinphoto

Everywhere else live link to www.zoelarkin.com

 

Intellectual Property Rights

The Party understands that ZLP retains all ownership and copyrights to Licensed Content. Any rights not expressly granted in this agreement are reserved by ZLP. The Party is granted limited use of the ZLP name and logos for the purpose of attribution.

License Termination

ZLP may terminate this agreement at any time if the Party breaches the terms of this or any other agreement with ZLP. When this agreement is terminated, the Party agrees to cease using Licensed Content specified by ZLP, and destroy any stored copies of such data.

Representations and Warranties

The Party agrees that all Licensed Content is provided “as is” without representation, warranty or condition of any kind.

Indemnification

The Party agrees to indemnify and hold harmless ZLP from any and all liabilities, damages and expenses stemming from the use of Licensed Content.

General Provisions

The Party understands and agrees to the following general provisions of this contract:

  • Assignment – The Party is bound by this agreement and may not assign it to other individuals or businesses without the express written consent of ZLP. ZLP reserves the right to assign this agreement to any successor, without notice or consent.
  • Licensed Content Audit – The Party agrees to provide ZLP with samples, photographs or illustrations of Licensed Content in use. ZLP may audit the Party’s usage of licensed content to ensure compliance with this agreement. If the Party is found to be using Licensed Content in a manner outside of accordance with this agreement, the Party agrees to reimburse ZLP for the cost of the audit.
  • Governing Law – This agreement will be governed by the laws of the state of California, in the United States of America. The Party agrees to resolve any initial legal disputes in the courts of San Francisco, California.
  • In the unlikely event that ZLP must pursue legal action to enforce the terms of this Agreement, ZLP will be entitled to recover reasonable attorney’s fees and costs from Party in addition to any award the court deems fair and proper. The prevailing party of a legal action brought to enforce the terms of this contract will share the definition defined in California Code of Civil Procedure §1032(a)(4).
  • Severability – If any of the provisions of this agreement are found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions will not be affected.
  • Entirety – No terms or conditions outlined in this agreement may be modified by either party without the express consent of both parties, in writing.
  • Notice – Any notices for ZLP pertaining to this agreement or Licensed Content should be sent via email to [email protected]. ZLP will send any such notices to the Party’s email account used when scheduling photography services or purchasing or registering Licensed Content.

Questions or comments about this license agreement may be emailed to [email protected]

Thank you for your adherence to the agreement.