Read this agreement in its entirety before using or altering any file or image. You agree to be bound by the terms and conditions of this License Agreement. Your acceptance of these terms, conditions, and provisions is a condition of your use of the License Digital Product including the files, images and content contained therein. If you do not agree with the terms of this agreement, do not use any image published by Ambrosia Event Services Photography.
This is a legal agreement between Ambrosia Event Services Photography(hereafter "Licensor") and Purchaser (hereafter "Licensee" or “you” or “your”), relating to your purchase of the photograph digital negatives, including modifications you may make to the digital negatives (the “Licensed Digital Product”).
Grant of License
Licensor grants to you, the Licensee, a non-exclusive, non-sublicenseable, non-transferable right to use the Licensed Digital Product, including the images contained therein, and to create limited derivative works (as provided below) and copies thereof, for distribution only to Licensee’s actual customers.
You may not use the image in any way that could be considered defamatory, libelous, pornographic, obscene, immoral, or fraudulent, or criminal, or use the image in any way that is otherwise unlawful.
No Licensed Digital Product, or portion thereof, may be sublicensed, resold, distributed, or otherwise made available for use or distribution separately from the above described authorized use, and no rights may be granted to any modified or derivative work permitted hereunder to be made, or any portion thereof. For example, you may not use portions of the Licensed Digital Product unless licensed and approved by Ambrosia Event Photography as a part of a web page unless it is design to illustrate availability of the product in connection with a scheduled photography related activity or portrait session, but you may not make it available for downloading separately or in a format designed for permanent storage or re-use by website users who are not your customers and who have not received prior authorization for access.
You may not use the Licensed Digital Product or its contents to enter into, either directly or indirectly, a competing business. You may not use our digital images for the promotion of your business unless authorized by Ambrosia Event Services. You may not use Ambrosia Event Services Photography to promote your photography interests or photography business
You may not utilize the Licensed Digital Product, or any portion thereof, in any manner that is not expressly permitted in this license agreement. All rights not specifically granted herein are retained by Licensor. Except as specifically provided in this license agreement, the Licensed Digital Product may not be shared with any third party, except to customers of Licensee.
You shall not use the Licensed Digital Product, or any part thereof, as a trademark or service mark. Licensor retains full rights to the Licensed Digital Product and its contents. Accordingly, Licensee shall not engage in any acts that seek to establish its own rights over the Licensed Digital Product, or any part of it.
You shall not remove any copyright notices of Licensor, under penalty of paying statutory damages under the Digital Millennium Copyright Action, 17 U.S.C. §1202(c).
Licensor retains the sole copyright to all photography included in Licensed Digital Product. Any use, under any conditions not specifically allowed for in this Agreement is a violation of Federal Copyright Law.
Without limiting Licensor’s rights or remedies with respect to the Licensed Digital Product, unauthorized use of a Licensed Digital Product may constitute copyright infringement, entitling Licensor to exercise all rights and remedies under United States Copyright Laws or other copyright laws, including but not limited to, an injunction preventing further use, and any and all monetary damages and other relief as deemed appropriate by a court of competent jurisdiction.
Licensor warrants that for a period of thirty (30) days from the date of delivery to you, as evidenced by your receipt, the Licensed Digital Product, under normal use, will be free from defects in materials and workmanship. Licensor’s entire liability and your exclusive remedy, under this warranty, will be, at Licensor’s sole discretion, to replace the Licensed Digital Product, or to refund the purchase price and terminate this Agreement.
You acknowledge that License Digital Product is made available as a digital download, that the template files are compatible only with certain specified software, that you are responsible for having or obtaining a working knowledge of how to use such software (or for hiring professionals who have such knowledge), and that the font files are not included in the purchase price and must be downloaded separately (and made need to be purchased) from the font creator.
No warranties whatsoever apply to the Licensed Digital Product and images and content contained therein, except as expressly provided herein. The Licensed Digital Product is made available to Licensee on an "as is" basis, without warranties of any kind, either express or implied, including but not limited to warranties of title or implied warranties of merchantability or fitness for a particular purpose, with the sole exception of the Limited Warranty described in the paragraph above.
Neither Licensor, nor its officers, employees, agents, representatives or suppliers, represent or warrant the reliability, timeliness or completeness of the Licensed Digital Product or that the same is non-infringing of copyright or other rights, or that its use will be uninterrupted or error free, will meet licensee's requirements, or will operate with the combination of hardware and software selected by you. Any use of the Licensed Digital Product shall be at your sole risk. You assume all costs for any necessary servicing, repair or correction.
Limitation of Liability
Under no circumstances whatsoever will Licensor be liable to you for any damages, including lost profits, lost savings, or other incidental, special or consequential damages arising out of, or relating to any Licensed Digital Product or Image, the use or inability to use either of the Licensed Digital Product, whether based in warranty, tort, contract, failure of essential purpose, or otherwise, whether or not Licensor has been advised of the possibility of such damages, or for any claim by any other party. In no event shall Licensor’s liability hereunder exceed the license fees paid by you hereunder.
Intellectual Property Rights
Licensor retains all right, title and interest, including copyrights and other intellectual property rights, in and to all Licensed Digital Product.
You agree to defend, indemnify and hold harmless Licensor and its officers, employees, agents, representatives, or suppliers, from and against all claims and expenses (including reasonable attorney's fees and expenses) arising out of any unauthorized use by you of any Licensed Digital Product, or derivative work based thereon, or any third party to whom you have provided copies of, or access to, such Licensed Digital Product, or any breach by you of the terms of this Agreement.
If any part of this Agreement is found void and unenforceable, it will not affect the validity of the balance of the Agreement, which shall remain valid and enforceable according to its terms.
This Agreement will automatically terminate upon failure by you to comply with any of its terms. If this happens, you hereby agree to destroy all copies and archives of the Licensed Digital Product, to cease using the images for any purpose, and to confirm to Licensor in writing that you have complied with these requirements.
This Agreement will be governed by the Laws of the State of California, without regard to its conflict of laws rules. In any dispute arising out of this Agreement, you consent to the exclusive jurisdiction of the State of California and venue in the state and Federal courts within Salt Lake County. Notwithstanding the foregoing, Licensor reserves the right to commence and prosecute any legal or equitable action or proceeding before any court of competent jurisdiction to obtain injunctive relief in the event that, in the opinion of Licensor, such action is necessary or desirable.
You agree that you will not ship, transfer or export Licensed Digital Product into any country or use it in any manner prohibited by the United States Export Administration Act or any other export laws, restrictions, or regulations. The United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded, will not govern this Agreement. The Licensed Digital Product, when provided to or for, or used on behalf of, the United States of America, its agencies and/or instrumentalities (the "U.S. Government") are provided with "Restricted Rights". Use, duplication and disclosure by the U.S. Government is subject to restrictions as set forth under the United States copyright laws and this agreement, and as otherwise provided for by law, as applicable.
Agreement Not Transferrable
You may not assign or transfer this Agreement or any rights granted hereunder without the prior written consent of Licensor. This Agreement shall be binding on and inure to the benefit of the parties hereto, their successors and permitted assigns. Licensor reserves the right to discontinue the license of the Licensed Digital Product for any reason, and to elect to replace it with an alternative. Upon notice of any discontinuance of a License, you and your employer, and your client, if applicable, agree not to further use the discontinued Licensed Digital Product.
Capacity to Enter Agreement
You represent to Licensor that you have the full right and authority to enter into this Agreement. This Agreement, and the Terms and Conditions of Use on this web site, constitute the complete and exclusive Agreement between Licensor and you with respect to the subject matter hereof and supersedes all prior discussions, understandings and agreements with respect to the subject matter hereof.