Photo Licensing Information
This Photo Licensing Agreement (hereinafter -“Agreement”) is effective as of Jan 1st, 2022 (hereinafter -the “Effective Date”) by:
Licensor: Canine Training Services, LLC dba Happy Dog Training
WHEREAS, Licensee wishes to license certain image rights in the Photo images, which the Licensor has created and which is described as follows:
- Every photo of client dogs can licensed for 12 months by paying a one-time licensing fee of $20.
- Each use is restricted to one URL, which can be a blog, website, article or alike.
- Each URL must be approved for use by Licensor in writing.
WHEREAS, Licensor, subject to the terms and conditions set forth in this Agreement, wishes to grant the Licensee the license to use the Photo images to Licensee in connection with personal, non-commercial use, for the mutual benefit of Licensor and Licensee on terms of this Agreement.
NOW, THEREFORE, the Parties agree to the mutual covenants set forth below for good consideration, the receipt and sufficiency of which are hereby acknowledged:
1.1 Scope of License. Subject to the terms and conditions set forth in this Agreement, Licensor grants to Licensee a non-exclusive, non-transferable, royalty-free license to use Photo images in connection with personal, non-commercial use. Licensee shall make no other use of the Photo images, except as set forth in this Agreement.
1.2 Non-Assignment. Licensee acknowledges and agrees that the rights granted to Licensee by and obtained by Licensee as a result of or in connection with this Agreement are license rights only, and nothing contained in this Agreement constitutes or shall be construed to be an assignment of any or all of Licensor’s rights in the Photo images.
1.3 Licensor’s rights. Licensor reserves the right to use the Photo images on his website as well as for his own marketing, commercial and advertising purposes as well as in any other ways, which are not prohibited by the applicable laws.
2.1. To protect and preserve Licensor’s rights in the Photo images, Licensee understands, acknowledges, and agrees that:
- before Licensee uses the Photo images, Licensor must approve of all aspects of Licensee’s intended use; and
- once Lincensee has attained Licensor’s approval, Licensor must review and approve any further alterations, modifications, or changes to Licensee’s intended use.
PERMITTED USE UNDER LICENSE
3.1 Licensee shall only use the Photo images for personal, non-commercial use, subject to the restrictions set out in this Agreement, for the duration of the License term. Personal, non-commercial use means that Licensee may display the Photo image on his personal computer and may print it for personal use. The Licensee also may display the image on his personal websites, so long as it is unaltered and includes a direct link to the Licensor’s website.
3.2 Licensor retains the right to specify, from time to time, the format in which Licensee shall use and display the Photo images, and Licensee shall only use or display the Photo images in a format approved by Licensor.
3.2 Licensee shall not at any time, whether during or after the term of this Agreement, do or cause to be done any act aimed to challenging, contesting, impairing, invalidating, or tending to impair or invalidate any of Licensor’s rights in the Photo images.
3.3 Licensee acknowledges and agrees that Licensor has, shall retain, and may exercise during the term of this Agreement and thereafter all intellectual property rights and remedies available to Licensor, whether derived from this Agreement, from law, or otherwise, as a result of or in connection with Licensee’s breach of this Agreement, misuse of the Photo images, or any other use of the Photo images by Licensee which is not expressly permitted by this Agreement.
WARRANTIES AND REPRESENTATIONS
4.1 Licensor warrants that he retains all intellectual property rights in Photo images, including the sole copyright to the Photo images. Therefore, Licensor is entitled to grant the license to use Photo images described in this Agreement and confirm that this Agreement does not infringe intellectual property rights of third parties.
TERM AND TERMINATION
Licensor may terminate this Agreement, with or without cause, by delivering written notice of termination to the other party, and, unless a later date is specified in such notice, termination shall be effective five days after the date such notice is given.
Notwithstanding the provisions of Section 5.1 of this Agreement, this Agreement and all rights granted hereby, shall automatically terminate without prior written notice from Licensor in the following cases:
- Licensee attempts to assign, sub-license, transfer or otherwise convey, without first obtaining Licensor’s written consent, any of the rights granted to Licensee by or in connection with this Agreement;
- Licensee fails to obtain Licensor’s approval of Licensee’s use of the Photo images in accordance with Section 2 of this Agreement;
- Licensee uses the Photo images in a manner in violation of, or otherwise inconsistent with, the restrictions imposed by this Agreement; or
- Licensee uses the Photo images in a manner not expressly permitted by this Agreement.
All rights granted by this Agreement, including, without limitation, Licensee’s right to use the Photo images, shall expire upon termination of this Agreement, and upon termination Licensee shall immediately cease and desist from any further use of the respective Photo images.
Assignment. Licensee shall not assign, sublicense, transfer, or otherwise convey Licensee’s rights or obligations under this Agreement without Licensor’s prior written consent. Licensee shall indemnify and hold harmless Licensor against all liability, costs, and expenses, including but not limited to a reasonable attorneys’ fee, arising out of or in connection with claims relating to an attempted assignment, sublicense, transfer, or other conveyance of Licensee’s rights and obligations.
Applicable Law. This Agreement shall be interpreted, construed, and enforced pursuant to the laws of the State of California.
Settlement of disputes. If a dispute arises during or after the term of this Agreement between the Parties, they shall agree to negotiate amongst themselves, in “good faith”, before any litigation.
Entire Agreement. This Agreement supersedes all previous agreements, understandings, and arrangements between the parties, whether oral or written, and constitutes the entire agreement between the Parties.
Severability. If any term, covenant, condition, or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions shall remain in full force and effect and shall in no way be affected, impaired, or invalidated.
Amendments. This Agreement may not be modified, amended, altered, or supplemented except by an agreement in writing executed by the parties hereto.
Waivers. The waiver by either party of a breach or other violation of any provision of this Agreement shall not operate as, or be construed to be, a waiver of any subsequent breach of the same or other provision of this Agreement.
Notice. Unless otherwise provided herein, any notice, demand, or communication required, permitted, or desired to be given hereunder shall be in writing and shall be delivered by hand, by telex or telecopy, by facsimile, or by registered or prepaid certified mail through the United States postal service, return receipt requested, addressed as follows: Happy Dog Training, 1941 California Ave, Unit 78434, Corona, CA 92877 or to such other address, and to the attention of such other persons or officers as either party may designate in writing. Any notice so addressed and mailed shall be deemed duly given three (3) days after deposit in the United States mail, and if delivered by hand, shall be deemed given when delivered, and if telecopied, telexed, or sent by facsimile, shall be deemed given on the first business day immediately following transmittal.