Digital Image License
Read these terms and conditions carefully before using or purchasing the Digital Image
from the Seller. By using or purchasing the Digital Image from the Seller, you agree to be
bound by the terms and conditions of this Agreement. If you do not accept the terms and
conditions in this Agreement, do not use or purchase the Digital Image from the Seller.
THIS DIGITAL IMAGE LICENSE (the “Agreement”) dated this day of purchase.
BETWEEN:
Sam Levrault Media LLC
10026A S. Mingo Rd., #280
Tulsa, OK, 74133
(the “Seller”)
OF THE FIRST PART
-ANDClient
(the “Buyer”)
OF THE SECOND PART
(individually the “Party” and collectively the “Parties”)
IN CONSIDERATION OF the Seller providing the Digital Image(s) to the Buyer and the Buyer
paying the Seller the Purchase Price, and other valuable consideration, the receipt and
suZiciency of which consideration is hereby acknowledged, the Parties agree as follows:
Digital Image
1. The seller owns and is providing to the Buyer the Digital Image(s) as described in the
invoice provided to Buyer.
License
2. The Digital Image is the property of the Seller and is copyrighted by law. The Digital
Image shall not be copied, published, or used in any way except as provided for in
this Agreement. The Seller reserves the right to use the Digital Image on the Seller’s
website and for the Seller’s own marketing or advertising purposes.
3. The Seller will provide the Digital Image to the Buyer on purchase date, with the
Agreement automatically renewing yearly (the “License Term”).
Permitted Use
4. The Buyer shall only use the Digital Image in accordance with this Agreement.
5. The Buyer may use the Digital Image for the duration of the License Term for the
following purpose (the “Permitted Use”): Personal or Commercial
6. The Buyer may share the Digital Image to its social media platforms so long as the
Digital Image is unaltered and includes a direct link to the Seller’s website or credit
to the Seller.
Restrictions on Use
7. The Buyer shall not resell, sub-license or redistribute the Digital Image except as
provided for in this Agreement.
8. The Buyer shall not use the Digital Image in an obscene, defamatory or immoral way.
9. The Buyer shall not use, and shall not allow to be used, the Digital Image for any
purposes prohibited by the laws of the United States.
10. The Buyer shall not alter the Digital Image in any way.
11. The Buyer shall not allow others to use the Digital Image and shall not use the Digital
Image in a way that allows others to download or redistribute the Digital Image
except in accordance with this Agreement.
Price
12. The Buyer will pay the invoiced amount (the “Purchase Price”) as provided by the
Seller, for the Permitted Use of the Digital Image, paid by Buyer on or before the
Contract Start Date.
Warranties
13. The Digital Image is provided “as is” to the Buyer. The Seller, and its oZicers,
employees, agents and suppliers, do not provide any warranty, whether express or
implied, as to the Digital Image.
Liability & Indemnity
14. The Seller will not be liable for any third-party claims, losses, damages, liabilities,
penalties, punitive damages, expenses, legal fees or costs of any kind or amount
whatsoever resulting from the Buyer’s use of the Digital Image.
15. The Buyer agrees to defend, indemnify and hold harmless the Seller and its oZicers,
employees, agents and suppliers against any and all claims, losses, damages,
liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs
of any kind or amount whatsoever resulting from or arising out of the unauthorized
use of the Digital Image by the Buyer, or its oZicers, employees, agents or suppliers,
or the Buyer’s breach of this Agreement.
Expiry or Termination
16. This Agreement will continue indefinitely according to the renewal terms set out in
this Agreement unless one of the Parties decides not to renew the Agreement or it is
otherwise terminated for any of the reasons set out below.
17. If one of the Parties decides not to renew the Agreement, the Party is to provide
notice not to renew to the other Party at least 14 days before the renewal date.
18. This Agreement shall terminate immediately upon the failure of the Buyer to comply
with the terms and conditions herein.
19. The Seller reserves the right to cancel this Agreement immediately:
a. in the event of the Buyer’s insolvency or bankruptcy.
20. The Seller reserves the right to discontinue the license and terminate the Agreement
immediately, as well as to commence legal proceedings, if any copyright
infringement has taken place due to the Buyer’s unauthorized use of the Digital
Image.
21. Upon expiry or termination of this Agreement, the Buyer shall discontinue the use of
the Digital Image, and shall destroy all copies and archives of the Digital Image.
Intellectual Property Rights
22. The Seller retains all intellectual property rights in the Digital Image, including the
sole copyright to the Digital Image. Nothing in this Agreement shall operate to
transfer, assign or otherwise grant any party any right or interest in the Seller’s
intellectual property rights or aZect ownership by the Seller of intellectual property
rights with regard to the Digital Image.
23. Any use, under any conditions not specifically allowed for in this Agreement, may
constitute a violation of federal copyright law or international copyright agreements.
24. The Buyer shall not falsely represent that they are the original creator of the Digital
Image.
Severability
25. If any terms or provisions of this Agreement are determined to be invalid or
unenforceable by a court of competent jurisdiction, the remainder of this
Agreement will not be aZected and each unaZected term and provision will remain
in full force and eZect.
Governing Law
26. This Agreement will be governed by and construed in accordance with the laws of
the United States, without regard to the jurisdiction in which any action may be
instituted. The Buyer agrees to submit to the jurisdiction of the courts of Oklahoma
to bring any action or for the enforcement of this Agreement. Notwithstanding, the
Seller reserves the right to commence legal action to obtain injunctive relief in any
court of competent jurisdiction.
Assignment
27. The Buyer may assign or transfer its rights under this Agreement, but the assignment
will not change the duty of either Party, increase the burden or risk involved, or
impair the chances of obtaining the performance of the Agreement.
28. The Agreement will inure to the benefit and be binding upon the Seller and the Buyer
and their respective successors and assigns.
Agreement of Parties
29. This Agreement constitutes the entire agreement between the Seller and Buyer with
respect to the subject matter hereof and there are no further items or provisions,
either oral or otherwise.
30. The provisions contained in the Agreement cannot be changed except by the signed
and delivered written consent of both Parties.
General Provisions
31. Headings are inserted for convenience only and are not to be considered when
interpreting this Agreement. Words in the singular mean and include the plural and
vice versa. Words in the masculine mean and include the feminine and vice versa.
32. Except where otherwise stated in this Agreement, all terms employed in this
Agreement will have the same definition as set forth in the Uniform Commercial
Code in eZect in the State of Oklahoma on the date of execution of this Agreement.
33. This Agreement may be executed in counterparts. Facsimile signatures are binding
and are considered to be original signatures.
34. All monetary amounts in this Agreement refer to the United States Dollar (USD), and
all payments required to be paid under this Agreement will be paid in USD unless
the Parties agree otherwise in writing.
The Parties have executed this Digital Image License on the date of delivery of payments
from Buyer to Seller.