License Agreement and Copyright Info
Paper and Camera
COPYRIGHT OWNERSHIP AND LIMITED LICENSE AGREEMENT
This agreement is made and entered into effective as of date shown on attached
invoice/receipt by and between Paper and Camera, Inc., a Tennessee Corporation
(the “Licensor”) and you (the “Licensee”) whose name appears on attached
invoice/receipt provided with your purchase.
Upon download of the digital files containing our artwork and designs (“the Work”)
you are licensed to utilize the Work for your photography related business as outlined
1. Grant of License.
(A) Licensor hereby grants to Licensee, in accordance with the terms and conditions of this Agreement, a non-exclusive, non-transferrable license to use the Work in the course of its photography related business and for its own internal business purposes, and for no other purpose whatsoever without the express written permission of the Licensor. Licensee may only sell the Work in printed form only to direct clients of the photography related business.
Licensee may not sell digital copies of the Work. Licensee may copy the Work in accordance with the terms of this Agreement, for general advertising materials and point of sale displays, advertising, client proposals, portfolios, and other promotional materials for the Work, and for its own internal business purposes. Any other use made by Licensee shall only occur upon the receipt of prior written approval from Licensor.
(B) Licensee shall not sell or grant sub-licenses without the prior express written approval of Licensor.
(C) Licensee hereby accepts such license and agrees that Licensee shall not use the Work except in accordance with the terms and conditions of this Agreement. Licensee acknowledges and agrees that the license granted herein is non-exclusive and that Licensor may license others to use the Work.
2. Ownership of the Work. Licensee acknowledges that Licensor is the sole and exclusive owner of the Work and of all associated federal intellectual property registrations and pending registrations, as applicable, and Licensee shall do nothing inconsistent with such ownership.
Licensee further agrees that it will not claim ownership rights to the Work, or any derivative, compilation, sequel or series, or related Work owned by or used by Licensor. Licensee agrees that nothing in this Agreement shall give Licensee any right, title, or interest in the Work other than the right to use the same in accordance with the terms of this Agreement. Licensee
agrees not to make similar derivatives of the Work. Licensee admits the validity of all copyrights for the Work and all associated intellectual property registrations, and acknowledges that any and all rights that might be acquired by Licensee because of its use of the Work shall inure to the sole benefit of Licensor.
3. Assignment. This Agreement (including, without limitation, the license granted hereunder) is personal to Licensee and shall not be assigned or transferred by Licensee, including, without limitation, by operation of law, except that, and only with prompt written notice to Licensor, the Agreement may be transferred to a purchaser of all or substantially all of the assets of Licensee. Any attempt on the part of Licensee to assign, sub-license, or transfer Licensee’s rights under this Agreement, except as provided herein, shall be invalid and void.
Licensor shall have the right to assign and/or license its rights and obligations under this Agreement and all its right, title and interest in the Work without the consent of Licensee.
4. Arbitration and Governing Law. All disputes arising from the terms of this Agreement may be subjected to binding arbitration upon consent of both parties, with one arbitrator selected by each party, and a third arbitrator selected by the two chosen arbitrators. This Agreement shall be governed by and construed in accordance with the laws of the state of Tennessee without regard to the conflicts of laws rules thereof and any arbitration shall be brought in the State of Tennessee using laws of arbitration..
5. Independent Business Relationship. Licensor and Licensee are independent entities and are not and shall not be construed as joint venturers, partners, employer/employee, or agents of the other, and neither shall have the power to bind or obligate the other, except as set forth in this Agreement.
6. Indemnification. Licensee shall fully indemnify, defend, and hold harmless Licensor from and against any and all claims, losses, damages, expenses, and liability — other than those for infringement, including without limitation, suits arising from offering, promoting, advertising, sale, or use by Licensee, or any of its authorized sublicenses, of the Work, whether or not such use conforms to standards set by Licensor, provided that such claim, loss, damage,
expense, or liability does not arise from the negligence of Licensor.
7. Contact. If at any time, you have copyright related questions, concerns, or would like to request use of the Work in a manner not approved in this document you may contact us at:
Appendix A – Description of the Work licensed in this document. Includes but is not limited to the following product designs:
Social Media Templates
Wall Art Templates
Logo & Collateral Designs
Copyright 2015, Paper and Camera, Inc.