IMAGE PURCHASE/LICENSE AGREEMENT
Any image purchased from Black Lab Studio LLC. ("blacklabimaging.com”) or through any of BlackLabImaging.com’s websites, is sold/licensed pursuant to the following terms and conditions. By purchasing the image, you will acquire a license to the image as set forth herein, and you agree to abide by the terms of this Agreement. The following is a legal and binding agreement between blacklabimaging.com and the Licensee.
Definitions of Terms
The Licensee is the specific person or organization whose details are recorded on the blacklabimaging.com account from which the image is purchased/licensed. An invoice will be generated to such person or organization when an image is purchased/licensed pursuant to this Agreement.
Royalty Free (RF)
Images are sold/licensed for a one-time fee. The Licensee’s use is limited by the size of the file purchased/licensed from blacklabimaging.com and by the license terms set forth in this Agreement. All images are sold/licensed on a non-exclusive basis for an indefinite period of time.
Blacklabimaging.com may allow the downloading of watermarked images from our website(s) for evaluation purposes without payment of a purchase fee to blacklabimaging.com. All such non-purchased/licensed images on the website will bear a watermark, and Licensee shall not remove any watermark or copyright, trademark or other intellectual property or proprietary notice or legend contained on images.
Use and Terms
Royalty Free Images (RF) License
Upon blacklabimaging.com’s receipt of payment in full for an image license, blacklabimaging.com grants to Licensee a limited, personal, non-exclusive, perpetual, non-assignable license to make, use, reproduce, copy, modify, perform, and display the image as it exists on the date of full payment to blacklabimaging.com. Licensee acknowledges that nothing in this Agreement provides Licensee with any other rights in the image, except as stated herein, or any derivative works not developed by Licensee.
Licensee may alter or manipulate a licensed image for the purpose of color matching or concept reasons. Licensee shall not increase the file size of smaller purchased/licensed images with digital interpolation as this will result in significant quality loss and is therefore strictly prohibited. Larger images are available for purchase/license.
No images licensed from blacklabimaging.com may be further distributed by Licensee to third-parties other than as part of final works prepared by Licensee as permitted by this Agreement.
Facebook & Social Media Use License Agreement
Watermarked Images may be used directly off the blacklabimaging.com websites for social media purposes only if the existing watermark is maintained. When social media use is granted it is understood that the Licensee will not use the image for any other purpose than specific social media use.
Licensee shall not assign this Agreement, or the rights granted hereunder, for any purpose or at any time. Any such attempted assignment, whether by operation of law or otherwise, shall be void. Licensee indemnifies and agrees to hold blacklabimaging.com harmless from any and all damages or losses, including indirect, incidental, special, statutory, punitive, exemplary or consequential damages, arising in connection with any violation this provision. It is understood that an "agent” or "agency” may purchase/license an image for use by a specific client. Any such purchased/licensed image may only be used for one specific client of the agent or agency, the license rights granted herein shall only extend to such one specific client of the agent or agency, and the license rights granted herein are not transferable to another client of the agent or agency. Images purchased/licensed from blacklabimaging.com may not be resold without the prior express written consent of blacklabimaging.com.
All images in the blacklabimaging.com archive are protected by copyright laws and international copyright treaties and such copyrights are held by the respective copyright holders for the images. No transfer of copyright will take place through the purchase of a license from blacklabimaging.com, and no transfer of copyright shall accrue through the manipulation or retouching of an image for which a license has been purchased from blacklabimaging.com. Any image, or portion thereof, licensed from blacklabimaging.com will remain as the copyrighted image of the copyright holder and may not be distributed, used, licensed or sold to any third party, other than as set forth herein.
There are limits to the use of licensed images, even with regard to images subject to the Royalty Free License. The rights and licenses granted in this Agreement expressly exclude the following:
- Use without proper payment in full;
- Use of images as or within a company logo, trade name, trademark or service mark;
- Unlawful use or use in furtherance of unlawful matters; or
- Use in association with unauthorized use of existing trademarks, logos, artwork or other copyrighted material.
- Use of images in any goods or services (printed on paper, canvas or any other media) for resale, license or other distribution for profit, including using or displaying images on websites or other venues designed to induce or involving the sale, license or other distribution of "on demand” products, tangible or electronic formats including, but not limited to, greeting cards, mugs, posters, postcards, electronic templates, t-shirts and other items; and installation and use of images in more than one location at a time or posting a copy of the images on a network server or web server for use by other users.
Images may not be used for sensitive material without the express prior written consent of blacklabimaging.com and the licenses granted herein expressly exclude use of images for sensitive material. Sensitive material includes, but is not limited to:
- Pornographic material;
- Use of the image in a manner that may depict the model or image in a negative light;
- AIDS, cancer, bladder, or intestinal diseases or other chronic ailments;
- Mental deficiencies, alcohol, drug or substance abuse;
- Gay, lesbian, or transgender related material; and
- Financial destitution, income loss or death.
If you have a sensitive use topic or believe you may have such a proposed use of an image, we encourage you to contact us directly in writing to request a separate use agreement.
Licensee may store a licensed image on a single storage device such as a hard drive or CD, plus one other backup copy only. Licensee must take all appropriate precautions to prevent unauthorized use or distribution of any images licensed from blacklabimaging.com.
Model / Property Releases
Blacklabimaging.com endeavors to obtain model and property releases when possible. However, the use by Licensee of images with models or property images may require further authorization from the subject of the image, if a person, or the owner of the subject of the image, if a property. Blacklabimaging.com does not guarantee or grant any rights or authorizations on behalf people, places, artwork, property and/or other subject matter in images, which may now or at a future date, be subject to additional rights owned by the subjects of the images and/or third parties.
Intellectual Property Ownership / Disclaimer
Blacklabimaging.com makes no representations or warranties as to the ownership of logos, trademarks, property rights, or other proprietary rights appearing in, or embodied by, a blacklabimaging.com image. See the details on the display image or please call us directly.
THE LICENSED IMAGES ARE PROVIDED AS IS, WITHOUT ANY WARRANTY WHATSOEVER. BLACKLABIMAGING.COM DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABLE QUALITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. BLACKLABIMAGING.COM SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE HEREUNDER, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF PROFITS, OR DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, FOR ANY CLAIMS ARISING UNDER THIS AGREEMENT, EVEN IF BLACKLABIMAGING.COM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ALL DISCLAIMERS OF WARRANTIES AND LIMITATIONS OF LIABILITY SHALL SURVIVE TERMINATION OF THIS AGREEMENT.
Blacklabimaging.com may terminate this Agreement at any time by giving notice to Licensee: (i) if Licensee breaches its payment obligations to Blacklabimaging.com; (ii) if Licensee breaches the restrictions set forth herein on use of a licensed image; or (iii) if Licensee files a petition in bankruptcy, is adjudicated bankrupt, makes a general assignment for the benefit of its creditors, or is voluntarily or involuntarily dissolved.
By accepting this contract, Licensee agrees to indemnify and hold harmless, Blacklabimaging.com and its affiliates, if any, officers, directors, employees and agents, harmless from and against any and all claims, demands, actions, costs, liabilities, losses and damages of any kind (including attorney's fees) resulting from (i) improper use of an image, (ii) Licensee’s breach of any provision of this Agreement, or (iii) the misconduct of the Licensee or its client(s). By accepting this contract, Licensee agrees to indemnify and hold harmless, Blacklabimaging.com and its affiliates, if any, officers, directors, employees and agents, harmless from and against any and all claims, demands, actions, costs, liabilities, losses and damages of any kind (including attorney's fees) resulting from (i) improper use of an image, (ii) Licensee’s breach of any provision of this Agreement, or (iii) the misconduct of the Licensee or its client(s). Licensee will cooperate as fully as reasonably required in blacklabimaging.com’s defense of any claim. Blacklabimaging.com reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by Licensee, and Licensee shall not in any event settle any matter without blacklabimaging.com’s written consent.
In the event that one or more portions of this Agreement shall, for any reason, be held to be unenforceable, the remaining portion will remain in full force and effect. The headings used throughout this Agreement are solely for convenience of reference and are not to be used as an aid in the interpretation of the Agreement. Nothing in this Agreement shall prevent blacklabimaging.com from complying with the law.
Site Usage, Site information and Services; Intellectual Property Rights
The Site and Services are expressly owned and operated by Black Lab Studio LLC. Unless otherwise noted, the design and content features on the Site and Services, including without limitation, information and other materials, illustrations, product layout and design, icons, navigational buttons, images, artwork, graphics, photography, text, data, audio sound, software, URLs, and the like, as well as the selection, assembly and arrangement thereof (collectively, the "Site Information"), are owned by Black Lab Studio LLC. or its affiliates, if any, or are licensed by blacklabimaging.com from third parties. The Site and Services, as a whole and in part, are protected by copyright, trademark, service mark, trade name, and other intellectual property and proprietary rights, and all other applicable rights are reserved.
Certain Site Information may be licensed from third parties and all such third party Site Information and all intellectual property and proprietary rights related to such third party Site Information belong to the respective third parties. Site usage of third-party trademarks does not imply endorsement of the Site by any such third-party mark owners. You may not remove any copyright, trademark or other intellectual property or proprietary notice or legend contained on the Site, Services, or the Site Information and you must retain all copyright, trademark, service mark and other proprietary notices contained on the Site, Services or in the original Site Information on any authorized copy you make of the Site, Services or the Site Information.