Sacred Eagle Photos - Standard License Terms

STANDARD LICENSE AGREEMENT

This Agreement governs the right to use stock photographic media Content provided by Sacred Eagle Photos LLC through the web site located at www.sacredeaglephotos.com (the “Site”).

1. Background of Agreement

(a) By purchasing and downloading any of our media, you accept this Agreement either for yourself or on behalf of your employer or the entity that is identified as the member account holder, and agree to be bound by its provisions. If you are accepting on behalf of your employer or the entity that is the member account holder, you represent and warrant that you have full legal authority to bind your employer or such other entity. If you do not have such authority or you do not accept or agree with these terms, do not accept the Agreement and do not download the Content.

(b) In this Agreement: (i) “you” or the “Client” means you or, if you are accepting on behalf of your employer or member account entity, then “you” means that employer or entity and affiliates; (ii) “sacredeaglephotos” or “we” means Sacred Eagle Photos LLC, operator of the Site; and (iii) “Content” means any photographic image, visual representation generated optically, electronically, digitally or by any other means or in any media or other material that you are downloading from the Site, together with any accompanying material.

(c) This Agreement is set up as a user-determined document where you will choose to enter into either our standard royalty-free content license (the “Standard License”) or an extended license where one or more of the restrictions of the Standard License are amended for your proposed use of the Content (an “Extended License”). This determination will be made solely by the material you choose to purchase and download. The options for each image will be presented when adding the image to your shopping cart.

2. Standard License Terms

We hereby grant to you a perpetual, non-exclusive, non-transferable worldwide license to use the Content for the Permitted Uses (as defined below). Unless the activity or use is a Permitted Use, you cannot do it. All other rights in and to the Content, including, without limitation, all copyright and other intellectual property rights relating to the Content, are retained by Sacred Eagle Photos LLC.

3. Permitted Standard License Uses:

(a) You may only use the Content for those advertising, promotional and other specified purposes which are Permitted Uses (as defined below). For clarity, you may not use the Content in products for resale, license or other distribution, unless (i) the proposed use is allowable under an Extended License which is available for the Content. If there is any doubt that a use is permitted, you should either obtain an Extended License or contact Sacred Eagle Photo's Client Relations for guidance. Any use of the Content that is not a Permitted Use shall constitute infringement of copyright.

(b) Seat Restrictions. Only you are permitted to use the Content, although you may transfer files containing Content to your clients, printers, or ISP for the purpose of reproduction for Permitted Uses, provided that such parties shall have no further or additional rights to use the Content and cannot access or extract it from any file you provide. You may install and use the Content in only one location at a time, although subject to the Prohibited Uses and the other terms of this Agreement, you are entitled to utilize the Permitted Uses an unlimited number of times. You may physically transfer the Content and its archives from one location to another, in which case you may use the Content at the new location instead. You may make one (1) copy of the Content solely for back-up purposes, and you must reproduce all proprietary notices on this single back-up copy.

(c) Permitted Uses. Subject to the restrictions described under Prohibited Uses below, the following are “Permitted Uses” of Content:

   1. advertising and promotional projects, including printed materials,
      product packaging, presentations, film and video presentations,
      commercials, catalogues, brochures, promotional greeting cards and
      promotional postcards (ie. not for resale or license);
   2. entertainment applications, such as books and book covers,
      magazines, newspapers, editorials, newsletters, and video,
      broadcast and theatrical presentations;
   3. on–line or electronic publications, including web pages to a
      maximum of 800 x 600 pixels;
   4. purchased wallpapers may be used on each machine that you own, 
      multiple computers owned by you may display the wallpaper at the
      same time, this applies only to "wallpaper" media, not to "stock" media; 
   5. prints, posters (i.e. a hardcopy) and other reproductions for
      personal use or promotional purposes specified in (1) above, but
      not for resale, license or other distribution; and
   6. any other uses approved in writing by Sacred Eagle Photos.

If there is any doubt that a proposed use is a Permitted Use, you should contact Sacred Eagle Photo's Client Relations for guidance.

4. Standard License Prohibitions

(a) Prohibited Uses. You may not do anything with the Content that is not expressly permitted in the preceding section or permitted by an Extended License. For greater certainty, the following are “Prohibited Uses” and you may not:

   1. use the Content in design template applications intended for
      resale, whether on-line or not, including, without limitation,
      website templates, Flash templates, business card templates,
      electronic greeting card templates, and brochure design templates;
   2. use or display the Content on websites or other venues designed to
      induce or involving the sale, license or other distribution of “on
      demand” products, including postcards, mugs, t-shirts, posters and
      other items;
   3. use the Content in any posters (printed on paper, canvas or any
      other media) or other items for resale, license or other
      distribution for profit;
   4. use any of the Content as part of a trade-mark, design-mark,
      trade-name, business name, service mark, or logo;
   5. incorporate the Content in any product that results in a
      re-distribution or re-use of the Content (such as electronic
      greeting card web sites, web templates and the like) or is
      otherwise made available in a manner such that a person can
      extract or access or reproduce the Content as an electronic file;
   6. use the Content in a fashion that is considered by Sacred Eagle Photos
      (acting reasonably) as or under applicable law is considered
      pornographic, obscene, immoral, infringing, defamatory or libelous
      in nature, or that would be reasonably likely to bring any person
      or property reflected in the Content into disrepute;
   7. use or display any Content that features a model or person in a
      manner that (i) would lead a reasonable person to think that such
      person uses or personally endorses any business, product, service,
      cause, association or other endeavour; or (ii) that depicts such
      person in a potentially sensitive subject matter, including, but
      not limited to mental and physical health issues, social issues,
      sexual or implied sexual activity or preferences, substance abuse,
      crime, physical or mental abuse or ailments, or any other subject
      matter that would be reasonably likely to be offensive or
      unflattering to any person reflected in the Content;
   8. remove any notice of copyright, trade-mark or other proprietary
      right from any place where it is on or embedded in the Content,
      this includes embedded IPTC information;
   9. sub-license, re-sell, rent, lend, assign, gift or otherwise
      transfer or distribute the Content or the rights granted under
      this Agreement;
  10. install and use the Content in more than one location at a time or
      post a copy of the Content on a network server or web server for
      use by other users;
  11. use or display the Content in an electronic format that enables it
      to be downloaded or distributed via mobile devices or shared in
      any peer-to-peer or similar file sharing arrangement;
  12. either individually or in combination with others, reproduce the
      Content, or an element of the Content, in excess of 500 times
      without obtaining an Extended License.

5. Term of Agreement

(a) This Agreement is effective until it is terminated. You can terminate this Agreement by destroying the Content, along with any copies or archives of it or accompanying materials (if applicable), and ceasing to use the Content for any purpose. The Agreement also terminates without notice from Sacred Eagle Photos if at any time you fail to comply with any of its terms. Upon termination, you must immediately (i) cease using the Content for any purpose; (ii) destroy or delete all copies and archives of the Content or accompanying materials; and (iii) if requested, confirm to Sacred Eagle Photos in writing that you have complied with these requirements.

(b) Sacred Eagle Photos reserves the right to elect at a later date to revoke or amend the license granted by this Agreement and replace the Content with an alternative for any reason.

6. Limited Representations and Warranties

THE CONTENT IS PROVIDED “AS IS” WITHOUT REPESENTATION, WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. SACRED EAGLE PHOTOS DOES NOT REPRESENT OR WARRANT THAT THE CONTENT WILL MEET YOUR REQUIREMENTS OR THAT ITS USE WILL BE UNINTERRUPTED OR ERROR FREE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE CONTENT IS WITH YOU. SHOULD THE CONTENT PROVE DEFECTIVE, YOU (AND NOT SACRED EAGLE PHOTOS) ASSUME THE ENTIRE RISK AND COST OF ALL NECESSARY CORRECTIONS.

7. Limitation of Warranties and Liability

(a) Sacred Eagle Photos’ entire liability and your exclusive remedy, with respect to any claims arising out of your use of the Content, or out of your actions in downloading the Content, shall be as follows:

   1. You may, upon request to Sacred Eagle Photos, be permitted to download the
      Content again, at a location Sacred Eagle Photos will provide for you;
   2. If you continue to be unable to download the Content, Sacred Eagle Photos
      will refund the fee actually paid by you for such Content,
      provided Sacred Eagle Photos determines in its sole and absolute
      discretion that you have been unable to download such Content
      successfully.

(b) IN NO EVENT SHALL SACRED EAGLE PHOTOS OR ANY OF ITS AFFILIATES OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, PARTNERS OR AGENTS BE LIABLE FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING DAMAGES FOR LOSS OF PROFITS, INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) IN CONNECTION WITH ANY CLAIM, LOSS, DAMAGE, ACTION, SUIT OR OTHER PROCEEDING ARISING UNDER OR OUT OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION YOUR USE OF, RELIANCE UPON, ACCESS TO, OR EXPLOITATION OF THE CONTENT, OR ANY PART THEREOF, OR ANY RIGHTS GRANTED TO YOU HEREUNDER, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER THE ACTION IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR OTHERWISE.

(c) IN ANY EVENT, THE TOTAL MAXIMUM AGGREGATE LIABILITY OF SACRED EAGLE PHOTOS UNDER THIS AGREEMENT, THE LICENSE PROVIDED HEREUNDER, OR THE USE OR EXPLOITATION OF ANY OR ALL OF THE CONTENT IN ANY MANNER WHATSOEVER SHALL BE LIMITED TO THE FEES ACTUALLY PAID BY YOU TO SACRED EAGLE PHOTOS UNDER THIS AGREEMENT IN RESPECT OF THE USE OF THE RELEVANT CONTENT.

8. Indemnification

You agree to indemnify, defend and hold Sacred Eagle Photos, its affiliates, and their respective directors, officers, employees, shareholders, partners and agents (collectively, the “Sacred Eagle Photos Parties”) harmless from and against any and all claims, liability, losses, damages, costs and expenses (including reasonable legal fees on a solicitor and client basis) incurred by any Sacred Eagle Photos Party as a result of or in connection with any breach by you or anyone acting on your behalf of any of the terms of this Agreement.

9. General Provisions

(a) Sacred Eagle Photos' failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right.

(b) This Agreement is personal to you and is not assignable by you without Sacred Eagle Photos' prior written consent. Sacred Eagle Photos may assign this Agreement without your consent to any other party so long as such party agrees to be bound by its terms.

(c) You agree to pay and be responsible for any and all sales taxes, use taxes, value added taxes and duties imposed by any jurisdiction as a result of the license granted to you, or of your use of the Content, pursuant to this Agreement.

(d) This Agreement will be governed under the laws of the State of Nevada and the federal laws of the United States of America applicable therein (without reference to conflicts of laws principles). This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. You consent to service of any required notice or process upon you by registered mail or overnight courier with proof of delivery notice, addressed to the address or contact information provided by you at the time the Content was downloaded, or such other address as you may advise us in writing to use, from time to time.

10. Contact

If you have concerns relating to this Agreement, please contact Sacred Eagle Photos at support@sacredeaglephotos.com .

11. Acknowledgement

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND HAD AN OPPORTUNITY TO SEEK INDEPENDENT LEGAL ADVICE PRIOR TO AGREEING TO IT. IN CONSIDERATION OF SACRED EAGLE PHOTOS AGREEING TO PROVIDE THE CONTENT, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND SACRED EAGLE PHOTOS, WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN YOU AND SACRED EAGLE PHOTOS RELATING TO THE SUBJECT OF THIS AGREEMENT.