Image Downloads for Comps
December 13, 2021 by and between Christopher Jordan (DBA Jordan Photographic) and Customer
CONTENT USE AGREEMENT
1. Background of Agreement
(a) By downloading Content from this Site, you accept this Agreement, and agree to be bound by its provisions. If you do not accept or agree with these terms, do not download the Content, as defined below.
(b) In this Agreement: (i) “You” or the “Customer” means you (the person downloading the content, (ii) “Customer Client” means your client (to whom you are pitching your design work), (iii) “Christopher Jordan (DBA Jordan Photographic)” or “We” means Christopher Jordan (DBA Jordan Photographic), operator of the Site; and (iv) “Content” means any photographic image or other material that you are downloading from the Site.
2. Downloading Terms
We hereby grant to you one-time, non-exclusive, non-transferable, worldwide permission to use the Content for the Permitted Uses only (as defined below). Unless the activity or use is a Permitted Use, it is prohibited. All rights in and to the Content, including, without limitation, all copyright and other intellectual property rights relating to the Content, are retained by Christopher Jordan (DBA Jordan Photographic).
3. Permitted Uses
(a) You may only use the Content for use only on your personal devices, only for the purpose of generating comprehensive design layouts (“Comps”) to pitch to a single potential customer client, (the “Permitted Use”). The circulation of your Comp is limited to you and your client solely for the purpose of securing contracted business. Further use of the image is prohibited without a subsequent licensing agreement between You and Christopher Jordan (DBA Jordan Photographic).
You may not use the Content in products for resale, license, or any other distribution. For example, you cannot superficially modify the Content, print it on packaging, poster, template or any other item, and sell it to others for consumption, reproduction or re-sale. Any use of the Content that is not a Permitted Use shall constitute infringement of copyright.
(b) Seat restrictions and use durations.
Only You and Your immediate design team are permitted to use the Content for the Permitted Use on devices such as phone, tablet, laptop or desktop computer for the purpose of creating Comps. You may install and use the Content in only one (1) location at a time for each file, for a period of six (6) months. You may physically transfer the Content from one location to another, i.e: distributing it among your individual devices. You may make only one (1) copy of the Content solely for back-up purposes.
Additional seats require additional license purchases for the Content. For example, if multiple designers are using the image on multiple computers in the creation of separate design comps, an additional license purchase of the content is required for each one.
Additional duration of usage beyond six months requires additional license purchases for the Content. An additional license purchase extends the period for an additional six (6) months.
Likewise, pitching the image (as part of a Comp) to additional, potential clients, requires an additional license purchase for each potential client.
Comps using the Content may be shared with potential clients as part of a business pitch for a period of six (6) months, up until the image/comp is accepted or rejected by your client. Afterward, the image must be destroyed/deleted, thus terminating this Agreement.
Subsequent image use (i.e., if an image is chosen for a design in a successful pitch) will be subject to a new licensing agreement and terms between You and Christopher Jordan (DBA Jordan Photographic), with terms based on usage and circulation requirements.
Subsequent license agreements and terms between You and Christopher Jordan (DBA Jordan Photographic) may be determined in advance of downloading your image for design comp and/or pitch. If desired, you are responsible for contacting Christopher Jordan (DBA Jordan Photographic) to request a license agreement estimate in the advance of your comp image license/download. This estimate will be based on usage and circulation requirements.
(c) Any additional Permitted Uses must be approved in writing by Christopher Jordan (DBA Jordan Photographic). If there is any doubt that a proposed use is a Permitted Use, you should contact Christopher Jordan (DBA Jordan Photographic) 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. For greater certainty, the following are “Prohibited Uses” and you may not:
- use the Content in design template applications intended for resale, whether online or not, including, without limitation, website templates, Flash templates, business card templates, electronic greeting card templates, and brochure design templates;
- use or display the Content in advertising and promotional projects, including printed materials, product packaging, presentations, film and video presentations, broadcast and theatrical presentations, commercials, catalogues, brochures, promotional greeting cards and promotional postcards (i.e. not for resale or license);
- use or display the Content in online or electronic publications;
- use or display the Content on websites or other venues designed to induce or involve the sale, license or other distribution of “on demand” products, including postcards, mugs, t-shirts, posters and other items (this includes custom designed websites);
- use the Content in entertainment applications, such as books and book covers, magazines, newspapers, editorials and newsletters;
- 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;
- use any of the Content as part of a trade-mark, design-mark, trade-name, business name, service mark, or logo;
- 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;
- use the Content in a fashion that is considered by Christopher Jordan (DBA Jordan Photographic) (acting reasonably) as or under applicable law as considered 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;
- remove any notice of copyright, trade-mark or other proprietary right from any place where it is on or embedded in the Content;
- sub-license, re-sell, rent, lend, assign, gift or otherwise transfer or distribute the Content or the rights granted under this Agreement;
- 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;
- 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;
- either individually or in combination with others, reproduce the Content, or an element of the Content, in which event you shall be required to pay a royalty fee of Christopher Jordan (DBA Jordan Photographic) ‘s reasonable discretion for each and every reproduction.
- reproduce the Content on a social media platform or other third party website. If so, (i) the rights granted herein shall automatically be revoked in the event that the platform website seeks to exploit purported rights to the Content contrary to the terms of this Agreement, and (ii) in such event, upon Christopher Jordan’s request, you shall remove any Content from such platform or website immediately.
- use the Content for political campaigns without prior express written consent by Christopher Jordan (DBA Jordan Photographic).
6. Terms of Agreement
(a) This Agreement is effective for six (6) months or until it is terminated, after which the Content must be destroyed, 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 Christopher Jordan (DBA Jordan Photographic) if at any time you fail to comply with any of it’s terms. Upon termination, you must immediately (i) cease using the Content and for any purpose; (ii) destroy or delete all copies and archives of the Content or accompanying materials; and (iii) if requested, confirm to Christopher Jordan (DBA Jordan Photographic) in writing that you have complied with these requirements.
(b) Christopher Jordan (DBA Jordan Photographic) 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. Upon notice sent to the address or contact information provided by You, or such other address as you may advise us in writing to use, from time to time, of such replacement, the license for the replaced Content immediately terminates for any products that do not already exist, and this license automatically applies to the replacement Content. You agree not to use the replaced Content for future products and to take all reasonable steps to discontinue use of the replaced Content in products that already exist.
(c) Upon notice from Christopher Jordan (DBA Jordan Photographic), or upon your knowledge that any Content is subject to a threatened, potential or actual claim of infringement of another’s right for which Christopher Jordan (DBA Jordan Photographic) may be liable, you must immediately and at your own expense (i) stop using the Content; (ii) delete or remove the Content from your devices, computer systems and storage (electronic or physical). Christopher Jordan (DBA Jordan Photographic) shall provide you with replacement Content (which shall be determined by Christopher Jordan (DBA Jordan Photographic) in its reasonable commercial judgment) free of charge, but subject to the other terms and conditions of this Agreement.
7. Christopher Jordan (DBA Jordan Photographic) Representations and Warranties
(a) While We have made reasonable efforts to correctly categorize, keyword, caption and title the Content, Christopher Jordan (DBA Jordan Photographic) does not warrant the accuracy of such information. Additionally, Christopher Jordan (DBA Jordan Photographic) does not warrant the accuracy of any metadata that may be provided with the Content.
(b) THE CONTENT IS PROVIDED “AS IS” WITHOUT REPRESENTATION, 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. Christopher Jordan (DBA Jordan Photographic) 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 Christopher Jordan (DBA Jordan Photographic) ASSUME THE ENTIRE RISK AND COST OF ALL NECESSARY CORRECTIONS.
8. General Provisions
(b) Christopher Jordan (DBA Jordan Photographic)’s 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.
(c) This Agreement is personal to You and is not assignable by You without Christopher Jordan (DBA Jordan Photographic)’s prior express written consent.
(d) The parties have agreed that this Agreement and all related documents be drawn up in English.
If you have concerns relating to this Agreement, please contact Christopher Jordan (DBA Jordan Photographic) at email@example.com .
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND UNDERSTAND IT. IN CONSIDERATION OF Christopher Jordan (DBA Jordan Photographic) 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 Christopher Jordan (DBA Jordan Photographic), WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN YOU AND Christopher Jordan (DBA Jordan Photographic) RELATING TO THE SUBJECT OF THIS AGREEMENT.
10. Governing law
This Agreement is governed by the laws of the state of Alabama
10. Limitation of Liability
Notwithstanding anything written herein to the contrary, the You and Christopher Jordan (DBA Jordan Photographic) acknowledge and agree that the We will not be liable for any losses or damages, whether indirect, incidental, special or consequential, in profits, goods or services, irrespective of whether or not the You have been advised or otherwise might have anticipated the possibility of such loss or damage.