Tom Till Photography, Inc. Stock Photography Rights Protected License

TOM TILL PHOTOGRAPHY, INC.
Licensing Options: Rights Managed Image License

You (the End User and/or Image Buyer) are agreeing to be bound by the terms of this agreement by registering for an account on this website. Any image downloads for comping purposes, purchasing or licensing will explicitly acknowledge your acceptance of the terms of this agreement. Please read this agreement in its entirety prior to registering for an account.

Rights granted by this online Agreement are briefly as follows:
- Non-exclusive
- One Year
- One Time Use
- Distribution up to 50,000
- For the size purchased

If you require any changes to the rights granted above, please contact our stock department prior to purchasing the image license. Specific rights to suit your requirements will be defined in an Addendum to this Agreement. Pricing for those rights will be adjusted accordingly. We will send you a copy of the Addendum by email and a link that will allow you to purchase the image online at the agreed upon price, pay online by credit card or PayPal, offline by check, bank transfer or by credit card over the telephone. Upon receipt of your payment we will provide you with a link to download the image(s) from our FTP site or we will ship the image(s) to you on CD or DVD.

This license allows You to use the image(s) for purposes not prohibited in this License Agreemnt for one year, non-exclusive, non-transferable, one time use, for distribution up to 50,000 at the image size purchased and must be renewed thereafter for additional use.

TOM TILL PHOTOGRAPHY, INC.
RIGHTS MANAGED Image License Agreement

PLEASE READ THE TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY. YOUR ACCEPTANCE OF THESE TERMS IS AN ABSOLUTE CONDITION OF THE USE OF OUR ONLINE STOCK LIBRARY AND IMAGES.

1. LICENSE

a) Copyright and Use:
This License Agreement governs the use of the Rights Managed Images (the Image(s)), provided by Tom Till Photography, Inc. to the Image Editor, Buyer and End User (You) and grants the right to use the Image(s) only as provided below on a non-exclusive and non-transferable basis. All other rights to the Image(s), CD, DVD, including without limitation, copyright and all other rights, are retained by Tom Till Photography, Inc. Non-compliance with this license shall give Tom Till Photography, Inc. the right to sue for copyright infringement and breach of contract.

b) Permitted Uses.
You are allowed to:
(i) For internal use only, back-up, or archive the Image(s) as necessary, each backup or archive must include the Image's copyright information so others may know that it is copyright protected.
(ii) Use the Image(s) in non-exclusive electronic or print media, including editorial and advertising use, and consumer merchandise, but is restricted to the distribution quantity defined in this Agreement and it's Addendum.
(iii) Re-distribution of the Image(s), such as prints of the Image(s), on a CD, or to sell the Image(s) as a collection or part of a collection, as a book representing the subject matter of the Image(s), or a screen saver program, or any similar use is strictly prohibited unless specifically covered by an Addendum to this Agreement.
(iv) Convey to a third party (such as a printer) in the normal course of workflow, temporary copies of the Image(s) that are integral to your work and without temporary transfer the product could not be completed.
(v) Modify or alter the Image(s) as necessary for the intended use, as allowed for elsewhere in these terms and conditions, provided that the rights to any derivative work shall also belong to Tom Till Photography, Inc., which work is also bound by these terms and conditions. All copyrights with respect to such derivative work are assigned to Tom Till Photography, Inc., which assignment the parties hereby agree is valid with respect to U.S. Copyright Law. If requested by Tom Till Photography, Inc., You agree to execute a written assignment of any such copyrights with respect to such derivative work.

c) Prohibited Uses:
You are not allowed to:
(i) Transfer the rights to the Image(s), except as specifically provided for elsewhere in this Agreement or it's Addendum. All other rights are reserved Tom Till Photography, Inc.
(ii) Reverse engineer, decompile, or disassemble any part of the Image(s), or CD-ROM, or DVD, subject to applicable law.
(iii) Copy or reproduce the Image(s), or CD, or DVD, except as specifically provided for in paragraph 1(b) or an Addendum to this Agreement.
(iv) Remove any copyright or trademark from any place where it appears on the Image(s), in the image file(s) or its accompanying materials.
(v) Display the Image(s) in any digital format or for any digital use at a resolution greater than 240x192x72 pixels, except as specifically defined in an Addendum to this Agreement. Doing so will be viewed as an attempt to distribute the Image(s) in violation of this Agreement.
(vi) Use the Image(s) or any part of it as part of a trademark, branding, logo or similar use. , except as specifically provided for in an Addendum to this Agreement. (vii) Re-sell, distribute or sub-license the Image(s), CD, and/or or DVD (if applicable), or the rights to use the Image(s) to anyone for any purpose, except as specifically provided for elsewhere in this agreement. This includes temporary and permanent distribution by You.
Tom Till Photography, Inc. will retain the full rights to the Image(s); You will have no permanent rights in conjunction with the image(s).
(viii) Use the Image(s) in any way that could be considered defamatory, libelous, pornographic, obscene, or fraudulent.

d) Restrictions on Time Period of Use:
Unless You also specifically purchases an extension, items containing the image(s) may not be actively printed nor distributed after a period of one (1) year from the date of licensing.

e) Restrictions on number of Users:
THIS IS A ONE ENTITY AGREEMENT. You, the original Buyer, as defined at the time of licensing, and any directly employed person(s) are permitted to use the Image(s) on projects specifically for the End User. THIS IS NOT A SIMULTANEOUS USE LICENSE. No more than three designated persons, whether employees or contractors, may access or use the Image(s) at the same time. The image (s) may not be used on a server or any other image library that permits access to multiple people. Additional Seat Licenses are available for more than one permitted user at a discounted price. To obtain additional seat licenses please contact Tom Till Photography, Inc..

f) Additional Rights:
To discuss the acquisition of further rights, such as a longer time period, or exclusive use, than are provided for under this Agreement, please contact Tom Till Photography, Inc. concerning an addendum to this Agreement, a separate license or purchase of copyrights.

2. PAYMENT TERMS
No rights are granted until payment is made in full. And claims for adjustment of terms must be made to Tom Till Photography, Inc. within seven (7) days of the receipt of the product. Prices can be found on Tom Till Photography, Inc.'s website or by contacting Tom Till Photography, Inc. You agree to pay and be responsible for any and all sales taxes, use taxes, value added taxes and duties imposed by any jurisdiction as a result of license granted to You, the Buyer, or of the End User's use of the Image(s), pursuant to this Agreement.

3. PHOTO CREDIT AND TERMS
Tom Till's copyright information must be included in the finished work, either adjacent to the Image or on a credit page in your work. (©Tom Till). This License is effective until it is terminated. The license terminates if at any time you fail to comply with the terms of this Agreement or the sooner of one year after the licensing of the image or full use of the distribution quantity rights purchased. If this happens, you hereby agree to destroy all copies and archives of the Image(s), to cease using the Image(s) for any purpose. If demanded you agree to confirm to Tom Till Photography, Inc., in writing, that you have complied with these requirements.

4. LIMITED WARRANTY
Tom Till Photography, Inc. represents that it has the right to enter into this Agreement and has the right to grant this license under these terms.

Tom Till Photography, Inc. warrants that the Image(s) and/or CD-ROM or DVD (if applicable) will be free from defects in materials and workmanship under normal use for a period of 30 days from the date you download or receive it.

EXCEPT AS PROVIDED ABOVE, THE IMAGE(S), CD-ROM, DVD AND ACCOMPANYING MATERIALS (IF APPLICABLE) ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. TOM TILL PHOTOGRAPHY, INC. DOES NOT WARRANT THAT THE IMAGE(S) 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 IMAGE(S) IS WITH YOU. SHOULD THE IMAGE(S) PROVE DEFECTIVE, YOU (AND NOT TOM TILL PHOTOGRAPHY, INC. OR ANY AUTHORIZED PERSONNEL OF TOM TILL PHOTOGRAPHY, INC.) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION.

5. LIMITATION OF REMEDIES

a) Replacement or Refund:
Tom Till Photography, Inc.'s entire liability and your exclusive remedy, with respect to any claims arising out of the use of the Image(s) or CD-ROMs or DVDs (if applicable), or out of actions in downloading the Image(s), shall be as follows:

Downloaded Images: The purchaser may be permitted to download the Image(s) again, at a location Tom Till Photography, Inc. will provide. If you continue to be unable to download the Image(s), Tom Till Photography, Inc. will provide the image(s) to you on CD-ROM or DVD, provided Tom Till Photography, Inc. determines in its sole and absolute discretion that you have been unable to download the Image(s) successfully.

CD-ROMs or DVDs: As provided for in the warranty above, you can receive a replacement CD-ROM or DVD by returning the CD-ROM or DVD and a copy of your receipt to Tom Till Photography, Inc. If Tom Till Photography, Inc. is unable to provide a replacement CD-ROM or DVD which is free from defects in materials or workmanship, this Agreement may terminated by returning the CD-ROM or DVD and Tom Till Photography, Inc. will refund your money.

b) No Monetary Damages:
Under no circumstances whatsoever will Tom Till Photography, Inc. be liable to any entity for any damages, including any lost profits, lost savings, or other incidental or consequential damages arising out of the use or inability to use the Image(s) even if Tom Till Photography, Inc. has been advised of the possibility of such damages, or for any claim by any other party.

6. INDEMNIFICATION
The purchaser and any person or entity represented by the purchaser agree to indemnify and hold Tom Till Photography, Inc. harmless against all claims or liability asserted against Tom Till Photography, Inc. arising out of or in connection with any breach of any of the terms of this Agreement.

7. GENERAL

a) Uniform Commercial Code:
You agree that this Agreement is subject to Article 2 of the Uniform Commercial Code and agree to be bound by same.

b) Governing Law:
You agree that the Image(s) will not be shipped, transferred or exported into any country or used in any manner prohibited by the United States Export Administration Act or any other export laws, restrictions or regulations. You, the user, shall at your own expense promptly obtain and arrange for the maintenance of all non-USA government approvals, if any, and comply with all laws and regulations as may be necessary, for company's performance under this Agreement. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.

c) Enforceability:
If any provision of this Agreement is held to be not enforceable, such provision shall be reformed only to the extent to make it enforceable.

8. ARBITRATION
A material part of this contract is the Agreement to arbitrate. Any and all disputes arising out of, under or in connection with this Agreement, with the exception of copyright claims, including without limitation, its validity, interpretation, performance and breach, shall be submitted to arbitration in Utah, USA, pursuant to the rules of the American Arbitration Association in effect at the time arbitration is demanded. Judgment upon any award rendered may be entered in the highest court of the forum, State or Federal, having jurisdiction. This Agreement, its validity and effect, shall be interpreted under, and governed by, the laws of the State of Utah, and you agree that the arbitrators shall award all costs of arbitration, including legal fees, plus legal rate-of-interest to the successful party.

9. LEGAL FEES AND JURISDICTION
If Tom Till Photography, Inc. is obligated to go to court, rather than arbitration, to enforce any of its rights, or to collect any fees, you agree to reimburse Tom Till Photography, Inc. for its legal fees, costs and disbursements if Tom Till Photography, Inc. is successful. You agree that the Superior Court of Utah is the agreed and appropriate forum for any such suit, and consent to service of process by registered mail or overnight courier with proof of delivery.

10. ENTIRE CONTRACT
You acknowledge that you have read this entire agreement, understand what you are agreeing to, and are bound by all the terms and conditions in it. You also agree that it is the complete and sole agreement between Tom Till Photography, Inc. and You, written and oral. Any other communication between You and Tom Till Photography, Inc. employees does not supersede this document. Any information provided on the web site or in written or verbal form shall not be construed as part of this agreement or an amendment thereto.