Online Image License Agreement

ONLINE IMAGE LICENSE AGREEMENT

This Online Image License Agreement ("Agreement") is entered into as of by and between:

Recitals

WHEREAS, Licensor is the sole owner or authorized licensor of certain digital image(s) described below and retains all copyright and moral rights except as expressly granted herein;

WHEREAS, Licensee wishes to obtain from Licensor a license to use the image(s) for the limited purposes and on the terms set forth in this Agreement; and

WHEREAS, Licensor is willing to grant such a license to Licensee subject to the terms, conditions and payment obligations contained in this Agreement.

Scope of Work / Licensed Material

Description of the image(s) subject to this license (file names, IDs, and descriptive details):

License grant (select applicable options and further specify permitted uses below):

Non-exclusive    Exclusive    Perpetual    Term-limited

Delivery; Ownership

Licensor shall deliver the licensed image(s) in the agreed file format and resolution upon receipt of any required initial payment. Licensor retains all right, title, and interest in and to the image(s) including copyrights, except for the limited rights expressly granted herein. Licensee acknowledges that no ownership rights are transferred by this Agreement.

Payment Terms

All payments are non-refundable except as expressly provided in this Agreement. Licensee shall be responsible for any costs of collection, including reasonable attorneys' fees, incurred by Licensor to enforce payment obligations.

Term and Termination

Term Commencement Date:    Term Expiration Date:

Either party may terminate this Agreement for material breach by the other party if the breach remains uncured for the notice period set forth above. Upon termination for any reason, Licensee shall immediately cease all use of the licensed image(s) except for uses expressly permitted to survive termination and shall destroy or return all copies as directed by Licensor.

Confidentiality

Both parties acknowledge that, in the course of performance, each may receive access to non-public information of the other party. Each party agrees to hold confidential such information and not to disclose it to third parties except (i) to its employees, agents, or professional advisors who have a need to know and are bound by confidentiality obligations at least as protective as those in this Agreement, (ii) as required by law, or (iii) as otherwise permitted in writing by the disclosing party. Confidentiality obligations shall survive termination of this Agreement for a period of three (3) years.

Representations; Indemnification

Licensor represents and warrants that it has the right to grant the license granted herein and that the licensed image(s) do not infringe the intellectual property rights of any third party to the best of Licensor's knowledge. Licensee shall indemnify, defend and hold harmless Licensor from any claims arising from Licensee's use of the image(s) outside the scope of this license or in violation of applicable law or third-party rights.

Assignment

Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that Licensor may assign this Agreement in connection with a sale of substantially all of its assets or a corporate reorganization.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflicts of law provisions. The parties agree that exclusive jurisdiction for any dispute arising under or in connection with this Agreement shall lie in the state or federal courts located in the agreed jurisdiction.

Entire Agreement; Amendments

This Agreement, together with any attachments or addenda expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Survival

The provisions of this Agreement which by their nature should survive termination or expiration shall survive, including payment obligations, indemnification, ownership of intellectual property, confidentiality, and warranty disclaimers.

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