TERMS OF USE AGREEMENT
This “Terms of Use Agreement” (this “Agreement”) is a legal document between you (“You”) and Christopher Dean dba Loomis Dean Photography.com (collectively, “Loomis Dean Phography.com”). This Agreement applies to all images copied or downloaded from www.LoomisDeanPhotography.com and any other source displaying images contained on this site for which a license has not been purchased.
If you are entering into this Agreement in your capacity as an employee of a company or other entity, you are doing so on behalf of your employer, who shall hereinafter be referred to as “You.”
1. Acceptance of Terms. By using any image from this site (“Image”) You agree to all the terms and conditions of this Agreement. These terms may be changed or superseded only by a written license agreement executed by Loomis Dean Photography.com. You acknowledge that you have read this Agreement, understand it, and have had an opportunity to seek independent legal advice regarding these terms.
2. Ownership. All Images on this website are owned by Loomis Dean Photography.com. You acknowledge and agree that We retain all rights in and to the Images, including, without limitation, all copyright and other intellectual property rights relating to the Images, and therefore the Images may not be copied, duplicated or transmitted by any means except as stated herein.
3. Limited License for Comping Purposes. Subject to all of the terms and conditions of this Agreement, We grant to You, for a period of 14 days, a non-exclusive, non-transferrable and non-assignable right to use the Image(s) for a comp, test or sample use in layouts or proposals for potential publishing or promotional projects. Images may be used only to present options for potential publishing or promotional projects, and may not be published or distributed in a commercial or editorial manner.
4. Obligations with Use. You shall:
4.1 Include the following credit directly adjacent to each Image, or in audio/visual production credits:
© Christopher Dean / Photo: Loomis Dean.
4.2 Use each Image in compliance with all applicable laws;
4.3 Limit electronic storage of each Image to a single copy on a single computer, which shall be deleted upon expiration of the 14-day term.
5. Prohibitions on Use.You shall NOT:
5.2 Use or display an Image commercially or on websites or other venues designed to induce or involving the sale, resale, license or other distribution of products or “on demand” products, including postcards, mugs, t-shirts, posters and other items including custom design websites such as CafePress or Etsy.
5.3 Use an Image in any product that results in a re-distribution or re-use of the Images (such as electronic greeting card web sites, web templates etc.) or in such a way as it can be extracted or reproduced as an electronic file;
5.4 Use an Image as part of a trademark, service mark, logo, or product packaging or advertisement;
5.5 Use an Image in a fashion that is considered pornographic, obscene, immoral, infringing, defamatory or libelous in nature, or that would be reasonable likely to bring any person or property reflected in the Image into disrepute;
5.6 Remove any notice of copyright, trademark or other proprietary notice from any place where it is on or embedded in the Image;
5.7 Sub-license, re-sell, rent, lend, assign, gift or otherwise transfer or distribute an Image or the rights granted under this Agreement;
5.8 Copy or distribute the Image to any social media site, such as Pinterest, Tublr, Flickr.
6. Model, Property and Other Releases. You acknowledge that Loomis Dean Phography.com give no representation or warranty that any rights or releases have been obtained for Your use of the Images. You take all responsibility for obtaining all necessary releases necessary for Your use of the Images. You indemnify Loomis Dean Photography.com from any and all claims alleging violations of third-party rights arising out of Your use of the Images in any manner whatsoever, including without limitation, reimbursement of all legal fees, costs and settlement payments Loomis Dean Phography.com incurs in connection with such claims.
7. Term and Termination. This Agreement shall remain effective until You cease to use any Images, or until this Agreement is terminated in writing by Loomis Dean Photography.com.
8. LIMITATION OF LIABILITY
8.1 LOOMIS DEAN PHOGRAPHY.COM MAKES NO REPRESENTATIONS WITH RESPECT TO ANY IMAGE, INCLUDING QUALITY OF THE DIGITAL FILE. LOOMIS DEAN PHOGRAPHY.COM MAKES NO WARRANTY AS TO THE ACCURACY OR AUTHENTICITY OF THE IMAGES OR ANY DESCRIPTION OF THEM OR THE IDENTIFICATION OF PERSONS, OBJECTS OR SCENES APPEARING IN THEM. TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, LOOMIS DEAN PHOGRAPHY.COM DISCLAIMS ALL WARRANTIES OR GUARANTEES OF ANY KIND, EXPRESS AND IMPLIED, REGARDING THE IMAGES OR DIGITAL FILES, INCLUDING WITHOUT LIMITATION NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
8.2 IN NO EVENT SHALL LOOMIS DEAN PHOGRAPHY.COM BE LIABLE FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING DAMAGES FOR LOSS OF PROFITS, INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) IN CONNECTION WITH ANY CLAIM, LOSS, DAMAGE, ACTION, SUIT OR OTHER PROCEEDING ARISING OUT OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION YOUR USE OF, RELIANCE UPON, ACCESS TO, OR EXPLOITATION OF THE IMAGE(S), OR ANY PART THEREOF, OR ANY RIGHTS GRANTED TO YOU HEREUNDER, EVEN IF LOOMIS DEAN PHOGRAPHY.COM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER THE ACTION IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR OTHERWISE.
8.3 NOTWITHSTANDING ANY OTHER TERM HEREIN, LOOMIS DEAN PHOGRAPHY.COM SHALL NOT BE LIABLE FOR ANY DAMAGES, COSTS OR LOSSES ARISING AS A RESULT OF MODIFICATIONS MADE TO AN IMAGE BY YOU OR THE CONTEXT IN WHICH AN IMAGE IS USED BY YOU.
8.4 NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT, THE TOTAL MAXIMUM AGGREGATE LIABILITY OF LOOMIS DEAN PHOTOGRAPHY.COM UNDER THIS AGREEMENT AND ANY OTHER AGREEMENT UNDER WHICH YOU HAVE LICENSED THE SAME IMAGE, REGARDLESS OF THE FULL SIZE, OR THE USE OR EXPLOITATION OF THAT IMAGE IN ANY MANNER WHATSOEVER, SHALL BE LIMITED TO AN AGGREGATE OF THE FULL AMOUNT OF LICENSING FEES PAID BY YOU, IF ANY, FOR USE OF THAT IMAGE. YOU ACKNOWLEDGE THAT THE PRICING REFLECTS THIS ALLOCATION OF RISK AND THE LIMITATIONS ON LIABILITY SPECIFIED IN THIS AGREEMENT.
9. YOUR INDEMNIFICATION
You agree to indemnify, defend and hold Loomis Dean Photography.com harmless from and against any and all claims, liability, losses, damages, costs and expenses (including reasonable attorneys’ fees) Loomis Dean Phography.com incur as a result of or in connection with any breach or alleged breach by You or anyone acting on Your behalf of any of the terms of this Agreement or Your unauthorized use of any of the Images, including without limitation the unauthorized use by any third party to which you may have supplied or allowed access to the Image(s).
10. General.
10.1 Loomis Dean Phography.com may assign this Agreement without your approval. You shall not assign the Agreement without the written prior consent of Loomis Dean Photography.com.
10.2 You are responsible for examining any digital file of the Image(s) before using them. Loomis Dean Phography.com is not responsible for any damage resulting from any defect in digital files.
10.3 You agree to provide accurate and complete information Loomis Dean Phography.com may request regarding Your use of the Image(s).
10.4 This Agreement shall be construed and enforced under the laws of the United States and the State of California without reference to or application of conflict of law rules. Any litigation arising from this Agreement shall be brought in state or federal court, as appropriate, within the Northern District of California.
10.5 This Agreement comprises the entire understanding of the parties hereto on the subject matter herein contained, and supersedes and merges all prior and contemporaneous agreements, understandings and discussions between the parties relating to the subject matter of this Agreement.