Intellectual Property Licensing Agreement

This is a licence agreement between you and Limitless Edition Co that explains how you can use photos, illustrations, vectors and video clips (individually and collectively, the “Works”) that you licence from Limitless Edition Co. By receiving content, you accept that terms of this agreement.

1. GRANT OF LICENCE

There are three types of licence models: royalty-free, rights-ready and rights-managed.

Royalty-free content is licensed for worldwide, irrevocable, unlimited, non-sublicensable, perpetual use. Royalty-free means that the licence fee is paid once and there is no need to pay additional royalties if the content is reused.

Rights-managed and right-steady content is licensed for specific types of use and pricing is based on factors such as size, placement, duration of use and geographic distribution.

In accordance with this Agreement, the Licensor grants the Licensee to use the Works (the “Licence”) subject to the following terms.

Royalty-Free

Perpetual, meaning there is no expiry or end date on your rights to use the Works. Worldwide, meaning Works can be used in any geographic territory. Unlimited, meaning Works can be used an unlimited number of times. Non sublicensable, meaning, a sublicense cannot be granted by the original licensee to a third party. Any and all media, meaning Works can be used in print, in digital or in any other medium or format. Non-exclusive, meaning that you do not have exclusive rights to use the content. Limitless Edition Co can license the same Works to other customers. If you would like exclusive rights to use royalty-free Works, please contact Limitless Edition Co to discuss a buy-out.

Rights-Managed/Rights-Ready

Limited to the specific use, medium, period of time, print run, placement, size of content and territory selected, and any other restrictions that accompany the Works in an order confirmation or invoice. All digital content including photos, illustrations, vectors and video captured by an employee, agent or subcontractor of Limitless Edition Co that is licensed to a Client. Non-exclusive, meaning that, unless otherwise indicated on the website, your invoice, sales order or separate agreement, you do not have exclusive rights to use the Works. Limitless Edition Co can license the same Works to other customers.

For purposes of this agreement, “use” means to copy, reproduce, modify, edit, synchronise, perform, display, broadcast or otherwise make use of.

Restrictions

The Licence does not permit the Licensee to use the Works for the following purpose (“Purpose”):

  1. Unlawful Use. You may not use the Works in a pornographic, defamatory or other unlawful manner, or in violation of any applicable regulations.
  2. No Standalone File Use. You may not use the Works in any way that allows other to download, extract or redistribute the Works as a standalone file separate from the project or end use.
  3. Create templates or other products for resale or distribution where the primary value of the product is associated with the Works itself. For example, you can’t use the Works to create a t-shirt or artwork that someone would buy specifically because of the Works printed on it.
  4. Non-transferable and Non-sublicensable. You cannot transfer or sublicense your licence rights to anyone else. There are two exceptions:

    1. Employer or client. If purchasing on behalf of your employer or client, they are permitted to use the Works. In that case, you represent and warrant that you have full legal authority to bind your employer or client to the terms of this agreement. If you do not have that authority, then they cannot use the Works. The rights purchased may only belong to you or your employer/client, not both. This is dependent on who is named as the “Licensee” at the time of purchase.

    Please note that sharing and storage restrictions apply for royalty-free Works. There is no limit to that number of users but all individuals must be from the same legal entity. There are no restrictions on where each individual may store the Works. The raw file may not be provided to anyone outside of your legal entity other than subcontractors. If purchasing rights under a Rights-Managed or Rights-Ready solution, unless renewed prior to the end of your agreement, the Works must be removed from your shared server, digital asset management system or other storage system at the end of the term.

    2. You may allow subcontractors (for example, your printer or mailing house) or distributors to use the Works in any production or distribution process related to your final project. These subcontractors and distributors must agree to be bound by the terms of this agreement and may not use the content for any other purpose.

Editorial Use Only

In addition with the license restrictions above, the Licence permits Works labeled “Editorial Use Only” for the following purposes (“Purpose”):

  1. Cover or inside of a printed magazine, newspaper, blog and/or app with no advertising, promotional or commercial use of any kind. Typically used in relation to events of topics which are newsworthy or of public interest.
  2. May not be modified, except for minor adjustments for technical quality or slight cropping or resizing, while maintaining the editorial context and integrity of the original Works.
  3. Must include credit line shown for example (“Source: Photo by Photographer Name”)

Ownership

All Licensed Works are owned by the content suppliers who either are employees, contractors or subcontractors of Limitless Edition Co. The Licensee may not use the Works for any purpose other than the Purpose described under the preceding clauses hereof, except with the Licensor’s express written permission. You do not need to include credit for commercial use.

2. SUB LICENCE

A sublicense is a grant by the original licensee to a third party under the agreements granted to the original licensee by the licensor. The Licensee may only sublicense the Works to those approved in writing by the Licensor. Limitless Edition Co will not unreasonably withhold approval of a sub license.

Many content sharing websites require the Licensee to agree to terms and conditions which often grant that service a non-exclusive royalty-free transferable, sub-licensable, worldwide licenses to use the content. You can end that license by deleting your content or account however it often remains if it has been shared with others and they have not deleted it. As part of our agreement, Limitless Edition Co approves sub-license to the following organisation:

Facebook, Inc

Linkedin

Instagram, Inc

Twitter, Inc

Pinterest, Inc

You may post or upload an unmodified version of the Work on Social Media Sites if you include the credit line or attribution on the Work itself for example (“Photo by @username [Artist name]“) or (‘‘Photo by Artist Name’’).

3. MODEL AND PROPERTY RELEASE FORMS

At the time of photoshoot, Limitless Edition Co employees, contractors or subcontractors require a model and/or property release form for all commercial contracts, signed by the model, a legal guardian of a minor, the photographer or videographer and a witness.

3. FEES

Licensee shall pay to Licensor a royalty payment (“Royalty”) which shall be a one-time flat payment agreed between the Parties, paid up front at the time the Licensor grants the Licence to the Works to the Licensee.

Rights-Managed and Rights-Ready licenses will be quoted at the time of request and must be paid prior to the Works being delivered.

4. GOODS AND SERVICES TAX

The Parties acknowledge that the Royalty is inclusive of any Goods and Services Tax (“GST”), if applicable, and that the Licensor will not be entitled to add GST to the Royalty.

5. MODIFICATIONS

For editorial Works, unless the prior written approval of the Licensor is given, the Licensee may not modify or change the Works in any manner apart from minor cropping and resizing. For commercial Works, the Licensor may not alter the photo in any manner apart from cropping, resizing and overlaying text or graphics to fulfil the purposes of the project for which it was commissioned.

6. INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS

In the event that either Party (the “First Party”) becomes aware of any infringement or any threatened infringement of any Intellectual Property Rights in relation to the Works, or of any common law ‘passing off’ in relation to any Intellectual Property Rights, then:

I. The First Party must immediately notify the other Party of such infringement or ‘passing off’ (together hereinafter “Infringement”).

II. The Parties must each take all reasonably necessary steps, including executing all necessary documents, and must cooperate in good faith, in order to protect and enforce both Parties’ Intellectual Property Rights in relation to the Works.

III. The costs and expenses of any action taken under this clause in relation to an Infringement, including but not limited to any legal costs, will be borne as follows:

If the Licensee is directly responsible for the breach through negligence or mishandling, the Licensee will be reasonable costs and expenses of and incidental to a breach of Intellectual Property Rights regarding the Work.

7. LICENSEE OTHER OBLIGATIONS

In addition to the Licensee’s other obligations as set out in this Agreement, during the term of this Agreement, the Licensee must:

Upon reasonable notice, you agree to provide the Licensor with samples of any product which the Licensee has produced using any of the Work.

8. DERIVATIVE WORKS

In the event that the Licensee creates Derivative Works, then the Licensee will retain title and ownership of any such Derivative Works.

9. LICENSEE WARRANTIES

The Licensee hereby provides the following warranties (hereinafter the “Licensee’s Warranties”): 

I. That the Licensee has the full legal authority and capacity to enter this Agreement.

II. That the Licensee will only use the Works in accordance with the Licence granted under this Agreement.

This clause will survive Termination, expiration or Completion of this Agreement.

10. LICENSEE INDEMNITY

The Licensee hereby indemnifies, keeps indemnified, and holds harmless the Licensor against any losses, liabilities, claims, damages, expenses, charges, fines, penalties or other costs whatsoever which the Licensor or any directors, employees, officers, agents, representatives or contractors of the Licensor may incur, directly or indirectly in relation to:

I. the use, operation, storage, repair or maintenance of the Work; or

II. any loss or damage to property in connection with the use, operation, storage, repair or maintenance of the Work; or

III. any injury (or death) suffered by any person in connection with the use, operation, storage, repair or maintenance of the Work; or

IV. any loss or destruction of the Work; or (V) any damage to the Work; or

VI. any breach of this Agreement by the Licensee or by any directors, employees, officers, agents, representatives or contractors of the Licensee; or

VII. any breach by the Licensee or by any directors, employees, officers, agents, representatives or contractors of the Licensee, of any registration, licence, permit, authorisation, regulation, legislation, by-law, ordinance or rule relating to the use of the Work; or

VIII. any claim made by a third party against the Licensor that is related in any way to the Licensee’s use of the Work; or

IX. any costs which the Licensor might incur in enforcing its rights under this Agreement, including the Licensor’s legal costs on a full indemnity basis.

The Licensee will not be liable under this clause for any loss, liability, claim, damages, expense, charge, fine, penalty or other cost which is caused by the Licensor’s gross negligence, wilful misconduct or bad faith.

This clause will survive Termination, expiration or Completion of this Agreement

11. WARRANTIES REGARDING COMPETITION

Each Party hereby respectively warrants:

I. That this Agreement does not relate to a contract, arrangement, or understanding, or a concerted practice for the purpose, or with the likely effect, of substantially lessening competition;

II. That this Agreement does not relate to some kind of exclusive dealing between the parties, for the purpose, or with the effect or likely effect, of substantially lessening competition;

III. That this Agreement does not relate to some kind of arrangement involving “price fixing”, whereby competitors have agreed on pricing rather than competing against each other;

IV. That this Agreement does not relate to some kind of arrangement involving “output restrictions”, whereby competitors have agreed to prevent, restrict, or limit the volume or type of particular goods or services available;

V. That this Agreement does not relate to some kind of arrangement involving “market sharing”, whereby competitors have agreed to divide or allocate customers, suppliers, or territories among themselves rather than allowing competitive market forces to work; and

VI. That this Agreement does not relate to some kind of arrangement involving “bid rigging” or “collusive tendering”, whereby competitors have agreed they will not compete genuinely with each other for tenders, allowing one of the competitors to ‘win’ the tender.

This clause will survive Termination, expiration or Completion of this Agreement.

12. LIMITATION OF LIABILITY

Notice to the Licensee:

Our goods and services come with guarantees that cannot be excluded under the Australian Consumer Law. For major failures with the service, you are entitled:

– to cancel your service contract with us; and
– to a refund for the unused portion, or to compensation for its reduced value.

You are also entitled to choose a refund or replacement for major failures with goods. If a failure with the goods or a service does not amount to a major failure, you are entitled to have the failure rectified in a reasonable time. If this is not done you are entitled to a refund for the goods and to cancel the contract for the service and obtain a refund of any unused portion. You are also entitled to be compensated for any other reasonably foreseeable loss or damage from a failure in the goods or service.

The Licensee may have certain rights under the ACL, or under other similar or related consumer protection laws.

The ACL (or any other similar or related consumer protection laws) may give the Licensee certain rights, warranties, guarantees and remedies regarding the provision of goods or services by the Licensor, which cannot be excluded, modified or restricted by the Licensor (“Statutory Rights”).

The Licensor’s liability to the Licensee is governed solely by the ACL (and any other similar or related consumer protection laws) and by this Agreement.

To the maximum extent permitted by law, except as otherwise provided in this Agreement, and except in cases of death or personal injury caused by a Party’s gross negligence, wilful misconduct or bad faith, that Party’s liability in contract, tort or otherwise arising through or in connection with this Agreement or through or in connection with the fulfilment of obligations under this Agreement, liability shall be limited to Fees paid by the Licensee to the Licensor.

To the extent it is lawful, and except as otherwise provided in this Agreement, neither Party shall be liable to the other Party in contract, tort, negligence, breach of statutory duty or otherwise for any loss, damage, costs or expenses of any nature whatsoever incurred or suffered by that other Party of an indirect or consequential nature including without limitation any economic loss, data loss, loss of goodwill, or other loss of turnover, proKts or business.

When the Licensee’s Statutory Rights apply, to the maximum extent possible, the Licensor’s liability in respect of any claim is limited to, at the Licensee’s option:

I. in the case of goods:
a. a replacement of the goods; or

b. the supply of equivalent goods; or

c. a repair of the goods; or

d. the payment of the cost of replacing the goods; or

e. the payment of the cost of acquiring equivalent goods or of having the goods supplied again; or

f. the payment of the cost of having the goods repaired; and (II) in the case of services:

g. the supply of the services again; or

h. the payment of the cost of having the services supplied again.

i. This clause will survive the Termination or expiration of this Agreement.

13. TRANSFER OF RIGHTS

This Agreement shall be binding on any successors of the Parties.

This Agreement, or the rights granted hereunder, may not be assigned, sold, leased or otherwise transferred in whole or part by either Party without the prior written consent of the other Party.

This clause will survive Termination, expiration or Completion of this Agreement.

14. COMMENCEMENT

The Licence created under this Agreement commences on the date of receiving the Works.

15. TERMINATION

This Agreement may be terminated by either Party by providing 30 days’ written notice to the other Party. In addition, this Agreement may be terminated by the Licensor if:

I. The Licensee fails to pay any part of the Royalty or any other payment when due under the terms of this Agreement.

II. The Licensee is declared bankrupt, enters into administration or enters into liquidation.

III. The Licensee is in breach of this Agreement and fails to rectify the said breach within 21 days after receiving notice from the Licensor of the said breach.

In addition, this Agreement may be terminated by the Licensee if:

I. The Licensor is declared bankrupt, enters into administration or enters into liquidation.

II. The Licensor is in breach of this Agreement and fails to rectify the said breach within 21 days after receiving notice from the Licensee of the said breach.

Immediately upon the termination of this Agreement:

I. Any and all rights in the Works will revert to the Licensor.

II. Any and all Royalty payments which have previously been paid by the Licensee remain the Licensor’s property and the Licensee has no right to make any claim in relation to them.

III. Any and all obligations for Royalty payments which are accrued but unpaid as at the date of termination must be paid in full to the Licensor.

IV. The Licensee must, upon demand by the Licensor, provide to the Licensor any and all documents or other materials in the Licensee’s possession which relate to the Work.

V. The Licensee must, upon demand by the Licensor, take any reasonable steps as requested by the Licensor to protect the Licensor’s right, title and interest in the Work.

In the event that this Agreement is terminated by the Licensee, the Licensee shall remain liable for any and all Royalty payments or other payments accrued under the terms of this Agreement as at the date of termination.

16. NOTICES

Any notice, demand, request or other correspondence in relation to this Agreement, which is required or permitted to be given in writing will be deemed validly given to the Licensor if delivered to the following email address:

Licensor email: limitlesseditionco@gmail.com

Any notice, demand, request or other correspondence in relation to this Agreement, which is required or permitted to be given in writing will be deemed validly given to the Licensee if delivered to the address provided when competing a booking via our online schedule assistant or by an employee, contractor or subcontractor of Limitless Edition Co.

Other relevant contact details are as follows:

Licensor phone: 0421201552

17. WRITTEN COMMUNICATION

In relation to any correspondence or notification which is required under this Agreement to be provided in writing from one Party to the other Party.

Such notice is properly given if given to the other Party:

I. by email to an email address that the other Party has nominated, acknowledged or used in connection with this Agreement.

II. by facsimile to a facsimile address which the other party has nominated, acknowledged or used in connection with this Agreement.

III. by post to a postal address the other party has nominated, acknowledged or used in connection with this Agreement.

Such notice is taken to be received:

I. if sent by email, when the email becomes capable of being retrieved by the recipient at the relevant email address.

II. if sent by facsimile, at the time shown of correct and complete transmission to the recipient’s facsimile number by the sending machine.

III. if sent by prepaid post within Australia, five (5) days after the date of posting.

IV. if sent by prepaid post to or from an address outside Australia, twenty one (21) days after the date of posting.

18. GENERAL PROVISIONS

GOVERNING LAW: This Agreement shall be governed in all respects by the laws of Western Australia and any applicable federal law. Both Parties consent to jurisdiction under the state and federal courts within Western Australia.

LANGUAGE: All communications made or notices given pursuant to this Agreement shall be in the English language.

AMENDMENTS: No amendment to or modification of this Agreement, and no additional obligation or obligations in relation to this Agreement or the subject matter of this Agreement, will bind any Party unless evidenced in writing and signed by both Parties.

RIGHTS, REMEDIES AND POWERS: Unless expressly provided in this Agreement, any rights, remedies or powers which a Party acquires under this Agreement are cumulative and apply in addition to any rights, remedies or powers which that Party may otherwise have. Unless expressly provided in this Agreement, nothing in this Agreement shall in any way reduce, extinguish, postpone, restrict or otherwise limit any right, remedy or power which that Party may have.

SURVIVAL OF OBLIGATIONS: Notwithstanding any other provisions of this Agreement, at the Termination, expiration or Completion of this Agreement, any provisions of this Agreement which would by their nature be expected to survive Termination, expiration or Completion shall remain in full force and effect, including but not limited to any provisions which are explicitly stated to survive Termination, expiration or Completion.

NO WAIVER: None of the powers or rights created under the terms of this Agreement shall be deemed to have been waived by any act or acquiescence of either Party. A power or right under the terms of this Agreement may only be waived in writing, signed by the Party that is waiving the said power or right. No waiver of any power or right under a term of this Agreement shall constitute a waiver of any other power or right or of the same power or right on a future date. Failure of either Party to enforce any term of this Agreement shall not constitute waiver of such term or any other term.

COUNTERPARTS: This Agreement may be executed in counterparts, all of which shall constitute a single agreement. If the dates set forth at the end of this document are different, this Agreement is to be considered effective as of the date that both Parties have signed the agreement, which may be the later date.

FORCE MAJEURE/EXCUSE: Neither Party is liable to the other for any failure to perform due to causes beyond its reasonable control including, but not limited to, acts of God, acts of civil authorities, acts of military authorities, riots, embargoes, acts of nature and natural disasters, labour or transportation disputes, and other acts which may be due to unforeseen circumstances.

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