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TERMS AND CONDITIONS
ESSENTIAL INFORMATION CONCERNING JESSIE WALKER ASSOCIATES RIGHTS PROTECTED IMAGES.
PLEASE READ THE FOLLOWING TERMS AND CONDITIONS. PURCHASE OR USE OF THIS PRODUCT SIGNIFIES YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS.
IMAGE LICENSE AGREEMENT
LIMITED USE GRANTED: Permission to utilize image(s) is only granted for the use specified on the invoice and for no other purpose, including promotional and/or electronic usage. Permission is only effective after you pay the invoice and no rights are granted by your possession of the image(s) or the invoice. Uses are granted for the United States for a maximum of one year, unless otherwise specified. All rights not granted on the invoice are specifically reserved for Jessie Walker Associates.
ADDITIONAL LICENSES AVAILABLE: If you require additional rights for other uses of an image you have selected, you can request and pay for an additional licenses such as Industry Exclusive.
RE-USE: You assume responsibility to contact Jessie Walker Associates 30 days prior to the expiration of usage rights in order to request and negotiate for rights to re-use the image for
the same usage as outlined in the invoice.
RESPONSIBILITY FOR USE: You agree not to use the image(s) in any way that could be considered defamatory, pornographic or fraudulent, either by making physical changes to it, or in the juxtaposition to accompanying text.
UNAUTHORIZED USE: You agree not to make, authorize or permit any use of an image or its derivative (use of an image as source to create another image) except as authorized by the invoice. In the event you utilize a image for any use other than that indicated on the invoice, a sum equal of three (3) times the customary price will be charged for such use. If you fail to make such payment in (10) days, this liquidated damage provision shall be void and we shall have the right to sue for copyright infringement and breach of contract.
INDEMNIFICATION: You agree to indemnify and hold Jessie Walker Associates harmless against all claims arising out of the use of any image where we have not specified the existence of a release in writing, and for the defamatory use of an image in any manner or context. In any event, Jessie Walker Associates's liability for any improper use of an image shall be limited to the sum paid in accordance with our invoice, which specifies the use of the particular image involved, If invoice was not paid prior to using an image, Jessie Walker Associates shall be absolved from any and all liability and held harmless by you from all claims arising out of any usage since such use was without proper authority.
RETURN OF PHOTOGRAPHS, Destruction of Digital files & Return of Media:
Images must be returned directly to Jessie Walker Associates by bonded messenger, registered mail or Federal Express, prepaid and fully insured. Client assumes all risk for all photographic material supplied by Jessie Walker Associates from time of receipt by to time of return. Client agrees to return all such material in undamaged, unaltered condition within thirty (30) days of receipt, or if a License is granted, within three (3) months of receipt by client, or by first publication date, whichever is sooner, or such other period as is stated in writing herein. Client agrees to destroy all digital files within one week of reproduction. If the files were sent on digital media, all such material must be returned in undamaged condition within thirty (30) days of receipt. After the expiration of this three month period, if you fail to return the images, the image(s) will be deemed lost and the liquidated damages provisions of Paragraph 9 shall govern.
LIQUIDATED DAMAGES FOR LOST OR DAMAGED IMAGES: You agree that liquidated value for an original image is One Thousand Five Hundred Dollars ($1,500.00); the agreed liquidated value for a black and white print is One Hundred Dollars ($100) and the agreed liquidated value for a duplicate image is Two Hundred and Fifty Dollars($250). You do not obtain any ownership rights to an image by payment of a loss fee terms in this Paragraph.
ASSIGNABILITY: You may not assign or transfer any usage rights of the Image to a third party unless stipulated in the invoice.
PAYMENT TERMS: No rights are granted until our invoice is paid in full. Our invoice terms are net, thirty (30) days. Unless specified otherwise by JWA. A Service charge of two percent (2%) per month, or such lesser amount allowed by law, will be charged thereafter on any unpaid balance. Any claims for adjustment or rejection of terms must be made to us within five (5) days of receipt of the invoice.
PROJECT SAMPLES: In the event that an Image is reproduced, as a condition of use, you agree to send at your own expense to Jessie Walker Associates two (2) free samples containing a reproduction of the Image within 30 days of use.
COPYRIGHT PROTECTION: All Images used editorially or on a CD-ROM or on the Internet or Intranet, must bear the credit line “© Jessie Walker” or as otherwise indicated by Jessie Walker Associates. You agree to provide copyright protection to all Images and such copyright shall be immediately assigned to Jessie Walker.
CANCELLATION POLICY: If you decide not to use the Images, you must advise Jessie Walker Associates in writing within two weeks of the invoice date to receive a full refund. After this two-week period has expired, up to 60 days from the invoice date there will be a 50% cancellation fee. After 60 days from the date of the invoice, the invoice cannot be canceled and full payment will be due.
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 settled by arbitration in Chicago, IL, 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 Illinois, and you agree that the arbitrators shall award all costs of arbitration, including legal fees, plus legal rate-of-interest to the successful party.
LEGAL FEES AND JURISDICTION: If Jessie Walker Associates is obligated to go to court, rather than arbitration, to enforce any of its rights, or to collect any fees, you agree to reimburse Jessie Walker for all costs and expenses incurred by Jessie Walker Associates & legal counsel related thereto, including, but not limited to, reasonable legal fees, arbitration and court costs, associated expenses, and legal interest on such award, judgment, or settlement .
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