A: LICENSE AGREEMENT
The www.feralfig.com website (the "Website") contains a searchable collection of images provided by Mike Lorrig Photography ("Licensor") to users of stock images subject to the payment of licensing fees.
This is a legal agreement (“Agreement”) between Licensor and you, your company, your employer, your client and the End User of any Image, as the case may be, (collectively referred to herein as "you"). By accessing or using the Content (as defined below), you agree to be bound by the terms and conditions of this Agreement.
Section 1: Definitions
“Content” means any single image, photograph, illustration or any other audio or visual content, obtained via download from the website or delivered via any storage media, and shall include all metadata including keywords, descriptions, and captions associated therewith.
"End User" means the ultimate beneficiary of a License - e.g. if you acquire a License to use an image in an advertisement for a client, the client is the end user of the image, not you.
“Enhanced License” means the agreement offered by Licensor in which one or more of the restrictions of this Agreement have been modified for your proposed use of the Content.
Section 2: Grant of Rights
Upon receipt of full payment from you, Licensor will grant you a perpetual, non-exclusive, non-transferable, worldwide license to use and modify the Licensed Content, only for the Permitted Uses (“Permitted Uses”) described below. No ownership or copyright in any Content shall transfer to you by the grant of the license contained in this Agreement. All rights not specifically granted by this Agreement are retained by Licensor and the copyright holder.
Section 3: Number of Users
This is a single-user license, however, notwithstanding the Restrictions of Use in Section 5, in order for you to use the Licensed Content as contemplated in this Agreement, you may transfer files containing the Licensed Content to other persons, including any End User, to enable the reproduction, display or publication of the Licensed Content provided that such persons will have no other rights whatsoever rights to use the Licensed Content in any way and the transfer does not allow others to extract or access the Content as a stand-alone file.
Section 4: Permitted Uses
Subject to the Restrictions on Use listed below, you may use, alter, crop, modify, or adapt the Content only in connection with the following permitted uses. Any use of the Content that is not a Permitted Use shall constitute copyright infringement, entitling Licensor to exercise all rights and remedies available to it under copyright laws around the world. You shall be responsible for any damages resulting from any such copyright infringement, including any claims by a third party.
1. Print media (provided that such use is not intended to allow the re-distribution or re-use of the Content), including advertising and promotional materials, editorial publications, books, magazines, newspapers, and newsletters;
2. Ebooks;
3. Multimedia presentations, including film and video presentations, and broadcast and theatrical exhibitions;
4. Internet, intranet, online or web-based media, provided the resolution of the Content does not exceed 0.48 megapixels (equivalent to 600x800 pixels);
5. Reproductions for personal use, provided they are not for resale, license, or other distribution;
6. Documents in connection with your business, such as business cards, letterhead, brochures, catalogs, advertising or promotional posters, displays for use in conventions and trade shows, provided the Content is not incorporated into or functions as a logo, trademark, or service mark;
7. Derivative works incorporating the Content, provided you acknowledge that the right to produce derivative works incorporating the Content in no way grants to you or any other party any right to the intellectual property or other rights to the Content, and provided you do not use the Content in any electronic template or application, including those that are internet-based, where the purpose is to create multiple impressions of an electronic or printed product, including but not limited to: website designs, presentation templates, electronic greeting cards, or any other electronic or printed matter without obtaining a license for such purpose; and
8. Additional uses approved in writing by Licensor.
Section 5: Restrictions on Use
You may not:
1. loan, rent, share, transfer or grant any rights to the Licensed Content to any person or organization without the prior written consent of Licensor including, without limitation, for any compilation, derivative or collective work containing such Licensed Content, except as permitted in Section 3;
2. sell, resell, license, sublicense, rent, loan or otherwise transfer or distribute its final product in such a way that permits other persons to extract, download or access the Content as a stand-alone file;
3. incorporate the Content into a trademark or service mark;
4. provide the Content as a downloadable product to other persons for any purposes whatsoever; or
5. use the Content to compete with Licensor in the business of supplying or licensing Content to other persons.
6. use Content identified as “Editorial Use Only”, for any commercial, promotional, endorsement, advertising or merchandising use. For clarification, in this Agreement “Editorial Use Only” of Content means use relating to events that are newsworthy or of general interest and expressly excludes any advertorial sections (i.e. sections or supplements featuring brand and/or product names)
Unless you acquire an Enhanced License, you may not:
7. use the Content in any printed consumer merchandise for wholesale or retail distribution (except for editorial products such as books, magazines or newspapers);
8. use the Content in any electronic template or application, including (without limitation) those that are Internet-based, where the purpose is to create multiple impressions of an electronic or printed product on demand, including, but not limited to, retail novelty items (t-shirts, posters, etc.) website designs, presentation templates, electronic greeting cards, business cards or any other electronic or printed matter.
Section 6: Copyright / Credit Lines
1. The Licensed Content is and will remain the exclusive property and copyright of Mike Lorrig Photography and/or the respective artist or licensor. Licensor's copyright notice and image identification codes which appear in the Licensed Content file must remain with your digital copy of the Licensed Content at all times.
2. If the Licensed Content is to be used in an editorial context or for certain other media, such as calendars, where the publishing of credit lines is the norm, then Licensor will require a credit line be given in the form: "Feral Fig Archive" as a condition of the License.
Section 7: Enhanced License
You may acquire an Enhanced License which permits you to use a Licensed Content for certain purposes which are restricted in Section 5. You will be required to pay an additional fee as determined by FeralFig.com for your intended usage.
An Enhanced License may be acquired for any or all of the following restricted uses:
1. Consumer Merchandise – modifies Section 5.7 to permit you to use a Licensed Content for consumer merchandise.
2. Electronic Templates – modifies Section 5.8 to permit you to use a Licensed Content in templates for websites and other electronic media.
In order to acquire an Enhanced License, you must contact FeralFig.com: admin@feralfig.com
Section 8: Releases and Captions
Licensor grants no rights and makes no warranties with regard to the use of names, people, trademarks, trade dress, logo types, registered, unregistered, or copyrighted designs or works of art or architecture or other forms of intellectual property depicted in any Content, and it is your responsibility that all the necessary rights, consents, or permissions regarding any of the above, as may be required for reproduction, have been obtained. You acknowledge that some jurisdictions provide legal protection against a person’s image, likeness, or property being used for commercial purposes without their consent. Licensor does not warrant the legality of the Content, the accuracy of caption and keyword information, nor the legality or accuracy of any release information affiliated with the Content.
Section 9: Termination and Revocation
This Agreement is effective until terminated. You can terminate this Agreement by destroying the Content, any related derivative works, and any copies of it or accompanying materials, and ceasing to use the Content and any derivative works related thereto. Licensor reserves the right to automatically terminate this Agreement and revoke the license contained in this Agreement without notice and without refund if you fail to comply with any provision of this Agreement. Upon termination, you must immediately stop using the Content, delete the Content and all copies from all computer systems and storage, and destroy all other copies.
Licensor reserves the right to revoke license of any Content for any reason and may elect to replace such Content with alternate Content, and this Agreement shall automatically apply to such alternate Content. Upon notice to discontinue the use of any Content, you agree not to use the Content in the future and shall where possible ensure that its clients and customers do likewise.
Section 10: Electronic Storage
You will retain the copyright notice, the name of FeralFig.com and the respective artist (where applicable), the respective FeralFig.com Content code and any other information or metadata that is embedded in the electronic file that comprises any Licensed Content. You will take all reasonable measures to safeguard against unauthorized third-party access to the Content. You may make one (1) high-resolution backup copy of the Content for internal back-up purposes. Transfers of files that contain the Content are permitted to third parties integral to the creation of the final product, provided such third parties agree to abide by the terms of this Agreement, and provided such parties understand they have no further rights to use the Content. Upon the expiration or earlier termination of this Agreement, you will promptly delete the Content from your computer systems and storage.
Section 11: Warranties and Indemnification
1. Disclaimer. Use of the Website and the Images is at your sole risk. Except as otherwise stated in this License Agreement, the Website and the Images are provided on an "as is", "as available" basis without representations, warranties or conditions of any kind, either express or implied, including but not limited to representations, warranties or conditions of title or implied warranties or conditions of merchantability or fitness for a particular purpose or compatibility with any computer hardware or other equipment, operating system or software program. Licensor makes no representation or warranties that the use of the Website will be uninterrupted or error-free.
2. Limitations of Liability. To the maximum extent permitted by law, in no event will Licensor be liable for any indirect, punitive, incidental, special or consequential damages, whether foreseeable or unforeseeable, based on claims (including, but not limited to, claims for damages for loss of profits or loss of business opportunities, delay or inability to use the Content or the Website, mistakes, omissions, interruptions, deletion or corruption of files, errors, defects, delays in preparations or transmissions) arising out of or in any way connected with the use of the Website or any Image whether based on contract, tort, strict liability or otherwise. Licensor's Liability in any circumstances will be limited to the amount paid for the respective License.
3. Licensor's warranty to you. Licensor has all necessary rights and permissions to enter into this License Agreement; and all necessary model releases for use of the Content in the manner authorized under this License Agreement have been obtained.
4. Indemnification. You agree to defend, indemnify and hold harmless Licensor and its parent, subsidiaries, affiliates, and image providers and their respective officers, directors, and employees harmless from all claims, damages, liabilities, cost, and expenses (including reasonable attorneys' fees and costs), arising out of or in connection with: your use of the Website and/or any Content; the context of your use of any Content in a final product; your breach of any License; your infringement of any third party intellectual property rights; or any act or omission by you which results in: (a) loss, damage, interference with or disruption to, the Website; (b) use of the Website for any illegal purpose; or (c) use of the Website to achieve any unauthorized or prohibited access to computer systems and data.
5.Your personal liability. You represent and warrant to Licensor that you have the full right and authority to enter into this License Agreement. If you are entering into this License Agreement on behalf of your employer, client, End User or any other person, you warrant and represent to Licensor that you have the authority to do so. If you do not have such authority, you will be personally liable to Licensor for any breach of this License Agreement.
Section 12: Miscellaneous
Jurisdiction and Attorneys’ Fees. This Agreement will be governed and construed in all respects by the laws of the State of California and U.S. federal laws applicable therein, without reference to its laws relating to conflicts of law. Any dispute, controversy, or claim between the parties arising out of or related to this Agreement shall be settled before the courts in Los Angeles, California which shall be the only proper venue for any dispute, controversy, or claim arising hereunder, and each party hereby consents to the exclusive jurisdiction to such court to hear all disputes, controversies, and claims, and consent to service of process by registered mail or overnight courier with proof of delivery. To the extent that it would otherwise apply, the United Nations Convention on Contracts for the International Sale of Goods does not govern this Agreement. If Licensor is obligated to go to court to enforce any of its rights, you agree to reimburse Licensor for its legal fees and disbursements if Licensor is successful. The parties agree that this Agreement has been and shall be written in the English language.
Assignment. Licensor may assign or transfer this Agreement. This License Agreement is personal to you and may not be assigned by you without Licensor's prior written consent.
Severability. If one or more of the provisions contained in the Agreement is found to be invalid, illegal, or unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions shall not be affected. Such provisions shall be reformed only to the extent to make it enforceable.
Waiver. No action of Licensor, other than express written waiver, may be construed as a waiver of any provision of this Agreement. A delay on the part of Licensor in the exercise of its rights or remedies will not operate as a waiver of such rights or remedies. A waiver of a right or remedy on any one occasion will not be construed as a bar to or waiver of those rights or remedies on any other occasion, and it will not be construed as a waiver of any other right or provision.
Taxes. All License fees are exclusive of any applicable transactional taxes, which are your sole responsibility.
Entire Agreement. This License Agreement constitutes the entire agreement with respect to the subject matter hereof and merges and supersedes all prior and contemporaneous communications, written or oral. Only this License Agreement will be binding on Licensor. Any terms of any requisition or purchase order from you or any other party that conflict with this License Agreement are not applicable. Any attempt to modify or deviate from this License Agreement will nullify any other rights granted or representations made by Licensor. This License Agreement may only be modified in writing by Licensor.
Section 13: Contact
If you have questions about this Agreement, please contact us at admin@feralfig.com