Photo License Agreement
last updated January 2017
Your access to and use of photos made available for download (the “Photos”) on www.bloguettes.com (the “Site”) is subject to the following terms and conditions and any and all applicable laws and regulations (collectively, “License Agreement”).
References to “you” or “your” shall apply to you individually and “we” and “our” shall apply to Wela Creative Studios, Inc. d/b/a/ Bloguettes (“Bloguettes”).
Grant of Rights
Subject to the terms of this License Agreement and your payment in full, Bloguettes grants you the non-exclusive, perpetual, non-transferable (unless otherwise permitted herein) license to copy, reproduce, modify, edit, display, publish, or otherwise make use of the Photos.
In addition, if you are entering into this License Agreement on behalf of your employer or if you are an agent entering into this License Agreement on behalf of your client, then you hereby represent and warrant that you have the full legal right and authority to enter into this License Agreement and bind such employer or client to it, and will use the Photos only for the interest of such employer or client.
Restrictions on Use
- You may not use the Photos in a pornographic, defamatory, fraudulent, obscene or otherwise illegal manner, including but not limited to infringing any third party intellectual property or privacy rights.
- You may not use the Photos in a manner promoting violence, discrimination, or illegal activity.
- You may not use photos featuring models in a manner that would lead a reasonable person to believe that the model personally uses or endorses a product or service, or that would be unflattering or unduly controversial to a reasonable person.
- You may not use Photos in any way that allows others to download, extract, or redistribute Photos as a standalone file (meaning just the Photo file itself, separate from the end use).
- You may not use Photos as part of a trademark, design mark, tradename, business name, service mark, or logo.
- You may not falsely represent that you are the original creator of a work that is made up largely of licensed Photos.
- You may not use Photos in connection with any goods or services intended for resale or distribution where the primary value lies in the Photos itself including, without limitation, cards, stationery items, paper products, calendars, apparel items, posters, mobile applications or other items for resale, license or other distribution for profit. This includes “on demand” products in which Photos are selected by a third party for customization on such product on a made-to-order basis.
- You may not use Photos in electronic or digital templates intended for resale or other distribution (for example, website templates, business card templates, electronic greeting card templates, brochure design templates).
- If you are an intermediary (for example an advertising agency) you may not sublicense, sell, assign, convey or transfer this Agreement or any of its rights under this Agreement but you may sub-license a Photo as part of a derivative work (for example an advertisement) to your clients.
Removal of Photos
Bloguettes reserves the right to demand that you cease any use of a Photo that violates this License Agreement. In addition, upon notice from Bloguettes, or upon your knowledge, that any Photos may be subject to a claim of infringement of a third party’s right for which Bloguettes may be liable, Bloguettes may require you to immediately, and at your own expense: cease using the Photos, delete or destroy any copies; and ensure that your clients, distributors and/or employer do the same. Bloguettes will provide you with replacement Photos (determined by Bloguettes in its reasonable commercial judgment) free of charge, subject to the other terms of this agreement. Bloguettes may discontinue licensing any item of Photos at any time in its sole discretion.
Only you may access and use the Photos through your account.
You will be responsible for tracking all activity on your account, and you agree to: (1) maintain the security of all passwords and usernames; (2) notify Bloguettes immediately of any unauthorized use or other breach of security; and (3) accept all responsibility for activity that occurs under your account. Bloguettes reserves the right to monitor downloads and user activity to ensure compliance with the terms of this agreement. If Bloguettes determines that you are in breach, it may suspend access to your account and seek further legal remedies.
Ownership and Attribution
Bloguettes owns the Photos. All rights not expressly granted in this License Agreement are reserved by Bloguettes. You do not need to include a photo credit for editorial use, but if you are using Photos for commercial purposes, you must include the following credit adjacent to the Photos: “©  Bloguettes”.
You can terminate this License Agreement at any time by ceasing use of the Photos and deleting or destroying any copies. Bloguettes may terminate this agreement at any time if you fail to comply with any of the terms, in which case, in addition to any legal remedies available to Bloguettes, you must immediately: cease using the Photos; delete or destroy any copies; and, if requested, confirm to Bloguettes in writing that you have complied with these requirements.
Refunds for Photos will only be issued if there is a technical problem preventing the successful download of the Photos. This may include a corrupt file, unexpected removal of file, or site technical difficulties. Refunds cannot be issued for your technical problems, including browser, compatibility, or connectivity issues.
Disclaimer and Limitation of Liability
THE PHOTOS ARE PROVIDED “AS IS” WITHOUT REPRESENTATION, WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. BLOGUETTES DOES NOT REPRESENT OR WARRANT THAT THE PHOTOS WILL MEET YOUR REQUIREMENTS OR THAT THEIR USE WILL BE UNINTERRUPTED OR ERROR FREE. BLOGUETTES WILL NOT BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR OTHER SIMILAR DAMAGES, COSTS OR LOSSES ARISING OUT OF THIS LICENSE AGREEMENT, EVEN IF BLOGUETTES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES. SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES OR LIABILITY. BLOGUETTES’ TOTAL LIABILITY FOR DAMAGES HEREUNDER WILL NOT EXCEED THE AMOUNT PAID TO BLOGUETTES BY YOU UNDER THIS LICENSE AGREEMENT.
You agree to defend, indemnify and hold harmless Bloguettes and its parent, subsidiaries, affiliates, and Photos suppliers, and each of their respective officers, directors and employees from all damages, liabilities and expenses (including reasonable outside legal fees) arising out of or in connection with any breach or alleged breach by you (or anyone acting on your behalf) of any of the terms of this License Agreement.
- Assignment. This agreement is personal to you and is not assignable by you without Bloguettes’s prior written consent.
- Audit/Certificate of Compliance. Upon reasonable notice, you agree to provide to Bloguettes sample copies of projects or end uses that contain licensed Photos, including by providing Bloguettes with free of charge access to any pay-walled or otherwise restricted access website or platform where Photos are reproduced. In addition, upon reasonable notice, Bloguettes may, at its discretion, either through its own employees or through a third party, audit your records directly related to this agreement and your use of licensed Photos in order to verify compliance with the terms of this agreement. Where Bloguettes reasonably believes that Photos is being used outside of the scope of the license granted under this agreement, you agree, at Bloguettes’s request, to provide a certificate of compliance signed by an officer of your company, in a form to be approved by Bloguettes.
- Electronic storage. You agree to retain the copyright symbol, the name of Bloguettes, and any other information that may be embedded in the electronic file containing the original Photos, and to maintain appropriate security to protect the Photos from unauthorized use by third parties. You may make one (1) copy of the Photos for back-up purposes.
- Severability. If one or more of the provisions in this agreement is found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions should not be affected. Such provisions should be revised only to the extent necessary to make them enforceable.
- Waiver. No action of either party, other than express written waiver, may be construed as a waiver of any provision of this agreement.
- Entire Agreement. No terms of conditions of this agreement may be added or deleted unless made in writing and accepted in writing by both parties, or issued electronically by Bloguettes and accepted in writing by you. In the event of any inconsistency between the terms of this agreement and the terms contained on any purchase order sent by you, the terms of this agreement will apply.
- Notice. All notices required to be sent to Bloguettes under this agreement should be sent via email to info@Bloguettes.com. All notices to you will be sent via email to the email set out in your account.
- Taxes. 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 licensed Photos.
If you have any questions about our policies, please contact us at email@example.com