Licensing Agreement

Digital Download, Print, Rights-Managed, Royalty Free Agreement

THIS IS A LEGAL AGREEMENT BETWEEN THE LICENSEE (AS DEFINED BELOW) AND THE LICENSOR (AS DEFINED BELOW). THIS AGREEMENT APPLIES TO CERTAIN LICENSES ISSUED VIA THE CarinCamen.com WEBSITE (THE "SITE"), AND IS APPLICABLE TO ONLINE, DIGITAL AND ANALOGUE (PHYSICAL) DELIVERY OF LICENSED MATERIAL (THE "AGREEMENT"). THE LICENSOR AND LICENSEE HEREBY ACKNOWLEDGE AND AGREE THAT NEITHER THE SITE NOR ITS OWNER, Carin Camen Consulting, LLC, IS A PARTY TO THIS AGREEMENT AND NO CLAIM SHALL BE MADE BY THE LICENSOR, THE LICENSEE OR ANY OF THEIR AFFILIATES AGAINST Carin Camen Consulting, LLC OR ITS AFFILIATES FOR ANY LOSS, DAMAGE OR ANY DISPUTE RELATING TO THE LICENSED MATERIAL (AS DEFINED BELOW) AND THE LICENSOR AND THE LICENSEE WAIVE ANY AND ALL CLAIMS AND CAUSES OF ACTIONS AGAINST Carin Camen Consulting, LLC TO THE FULLY EXTENT PERMITTED UNDER LAW. THE LICENSOR AND LICENSEE HEREBY AGREE TO JOINTLY AND SEVERALLY INDEMNIFY Carin Camen Consulting, LLC AND ITS AFFILIATES AGAINST ANY CLAIM, DAMAGE, EXPENSE OR OTHER LOSS INCURRED BY Carin Camen Consulting, LLC   AS A RESULT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE MATTERS REFERENCED HEREIN.

CONTENT USE AGREEMENT

This Agreement governs the terms of use for digital downloads from Carin Camen Consulting, LLC on the site carincamen.com  (the “Site”). This Content License Agreement is in addition to the Terms of Use applicable to the Site and to all persons downloading digital content from the Site. In the event of any inconsistency between this Agreement and the Terms of Use (both of which are incorporated into this Agreement by reference), the terms of this Agreement shall govern.

1. Definitions. In this Agreement the following definitions apply:

1.1 "Invoice" means the computer-generated or pre-printed invoice provided by or through the Site that may include, without limitation, names of the Licensor and Licensee, the permitted scope of use of the Licensed Material selected and the corresponding price for the license of such Licensed Material.

1.2 "Licensed Material" means any still image, film or video footage, audio product, visual representation generated optically, electronically, digitally or by any other means, including any negatives, transparencies, film imprints, prints, original digital files or any Reproductions thereof, or any other product protected by copyright, trademark, patent or other intellectual property right, which is licensed to Licensee by Licensor under the terms of this Agreement. Any reference in this Agreement to the Licensed Material shall be to each individual item within the Licensed Material and also to the Licensed Material taken as a whole.

1.3 "Licensee" means the person or entity set forth in the applicable Invoice as the "licensee" and receiving the rights to the Licensed Materials as specified hereunder.

1.4 "Licensor" means the person or entity set forth on the Invoice as the "licensor" and granting the rights to the Licensed Materials as specified hereunder. For the avoidance of doubt, in no event shall Carin Camen Consulting, LLC  be deemed for any purposes hereunder as the Licensor.

1.5 "Reproduction" and "Reproduce" mean any form of duplication, copying or publication of any or all of the Licensed Material, via any medium and by whatever means, and/or the distortion or manipulation of the whole or any part of the Licensed Material and the creation of any derivative work from the Licensed Material.

2. Grant of Rights & Restrictions.

2.1 Subject to the terms and conditions contained herein, Licensor grants to Licensee a non-exclusive, non-assignable and non-sub licensable right to Reproduce the Licensed Material identified in the Invoice, solely to the extent explicitly stated in this Agreement. This right may be exercised by subcontractors of Licensee, provided that such subcontractors agree to abide by the terms of this Agreement.

2.2 Unlawful use of Licensed Material is strictly prohibited.

2.3 Licensed Material shall not be incorporated into a logo, trademark or service mark.

2.4 Licensed Material shall not be used contrary to any restriction on use that is notified to Licensee prior to or at the time the Licensed Material is delivered to Licensee. Such restrictions may be included in the information provided with the Licensed Material on the Site, in the Invoice, or in any other communication by the Licensor. Any such restriction provided to the Licensee shall be incorporated in this Agreement by reference.

2.5 Upon reasonable notice, Licensor may inspect any records, accounts and books relating to the Reproduction of any of the Licensed Material to ensure that the Licensed Material is being used in accordance with this Agreement.

3. Copyright. No ownership or copyright in any Licensed Material shall pass to Licensee by the issuance of the license contained in this Agreement. Except as expressly stated in this Agreement, Licensor grants Licensee no right or license, express or implied, to the Licensed Material.
4. Releases. Licensor will notify Licensee if it has obtained a model release and/or a property release for Licensed Material, either in the release status information accompanying the Licensed Material on the Site, in the Invoice or by other means. If no such notification is given, then no such model or property release has been obtained. Except where Licensee is specifically notified, Licensor grants no rights and makes no warranties with regard to the use of names, people, trademarks, trade dress, registered, unregistered or copyrighted designs or works of art or architecture depicted in any Licensed Material. Both parties further agree and acknowledge that Carin Camen Consulting, LLC makes no warranties with regard to the use of names, people, trademarks, trade dress, registered, unregistered or copyrighted designs or works of art or architecture depicted in any Licensed Material. Where Licensed Material is unreleased, Licensee shall be solely responsible for determining whether a release is required in connection with any proposed use of such Licensed Material. Licensee acknowledges that some jurisdictions provide legal protection against a person's image, likeness or property being used for commercial purposes without their consent. Licensor makes no representations or warranties as to whether or not any additional fees or payments may be due to any model depicted in Licensed Material pursuant to the requirements of any applicable trade union and Licensee shall be solely responsible for any such additional fees or payments to such trade union. Both parties further agree and acknowledge that Carin Camen Consulting, LLC has made no representation or warranty whatsoever regarding the Licensed Material.
5. Warranty and Limitation of Liability.

5.1 Licensor warrants that: (i) it has all necessary rights and authority to enter into and perform this Agreement; (ii) the Licensed Material will be free from defects in material and workmanship for 30 days from delivery (Licensee's sole and exclusive remedy for a breach of this warranty being the replacement of the Licensed Material); and (iii) subject to Section 4 above (Releases), Licensee's use of the Licensed Material in its original form, and when used in accordance with this Agreement and the Invoice, will not infringe on any copyright, moral right, trademark or other intellectual property right and will not violate any right of privacy or right of publicity.

5.2 LICENSOR MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE LICENSED MATERIAL, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. LICENSOR SHALL NOT BE LIABLE TO LICENSEE OR ANY OTHER PERSON OR ENTITY FOR ANY GENERAL, PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES, OR LOST PROFITS OR ANY OTHER DAMAGES, COSTS OR LOSSES ARISING OUT OF LICENSEE'S USE OF THE LICENSED MATERIAL OR OTHERWISE, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES. LICENSOR'S MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH LICENSEE'S USE OF OR INABILITY TO USE THE LICENSED MATERIAL (WHETHER IN CONTRACT, TORT OR OTHERWISE) SHALL, TO THE EXTENT PERMITTED BY LAW, BE LIMITED TO THE VALUE OF 10 TIMES THE VALUE PAID BY THE LICENSEE FOR THE LICENSED MATERIAL.

5.3 THE REPRESENTATIONS AND WARRANTIES MADE BY LICENSOR IN THIS AGREEMENT APPLY ONLY TO THE LICENSED MATERIAL AS DELIVERED BY LICENSOR AND WILL BE INVALID IF THE LICENSED MATERIAL IS USED BY LICENSEE IN ANY MANNER NOT SPECIFICALLY AUTHORIZED IN THIS AGREEMENT OR IF LICENSEE IS OTHERWISE IN BREACH OF THIS AGREEMENT.

6. Indemnification.

6.1 Provided Licensed Material is only used in accordance with this Agreement and Licensee is not otherwise in breach of this Agreement, Licensor shall defend, indemnify and hold Licensee harmless from all damages, liabilities and expenses (including reasonable attorneys' fees and permitted and authorized costs), arising out of or connected with any actual or threatened lawsuit, claim or legal proceeding alleging that Licensor is in breach of its warranties given in section 5 above.

THE FOREGOING STATES LICENSOR'S ENTIRE INDEMNIFICATION OBLIGATION TO LICENSEE UNDER THIS AGREEMENT AND LICENSEE'S SOLE AND EXCLUSIVE REMEDY FOR ANY ALLEGED OR ACTUAL BREACH OF THE REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTION 5 ABOVE.

6.2 Where model or property releases for Licensed Material have not been obtained by Licensor, or if Licensee's use of the Licensed Material is not authorized by this Agreement, Licensee shall defend, indemnify and hold Licensor and its parent, subsidiaries and commonly owned or controlled affiliates and their respective officers, directors and employees harmless from all damages, liabilities and expenses (including reasonable attorneys' fees and costs), arising out of or connected with any actual or threatened lawsuit, claim or legal proceeding relating to the use of such Licensed Material by Licensee, to the extent that such claim relates to the absence of a release or the Licensee's unauthorized use of the Licensed Material.

7. Notice of Defense. The party seeking indemnification pursuant to section 6 shall promptly notify the other party of such claim. At indemnifying party's option, indemnifying party may assume the handling, settlement or defense of any claim or litigation, in which event indemnified party shall cooperate in the defense thereof. Indemnified party shall have the right to participate in such litigation, at its expense, through counsel selected by indemnified party. The indemnifying party will not be liable for legal fees and other costs incurred prior to the other party giving notice of the claim for which indemnity is sought.
8. Parties' Obligation. Upon notice from Licensor, or upon Licensee's knowledge that any Licensed Material is subject to a threatened or actual claim of infringement, violation of another right, or any other claim for which Licensor may be liable herein, or if Licensor withdraws any Licensed Material for any good reason, Licensee will physically remove the Licensed Material from its premises, computer systems and storage (electronic or physical) and, if possible, cease any future use at its own expense. Licensor shall provide Licensee with comparable Licensed Material (which comparability will be determined by Licensor in its reasonable commercial judgment) free of charge, but subject to the other terms and conditions of this Agreement.
9. Condition of Licensed Material. Licensee should examine all Licensed Material for possible defects (whether digital or otherwise) before sending any Licensed Material for Reproduction. Without prejudice to section 5.1.(ii) above, Licensor shall not be liable for any loss or damage suffered by Licensee or any third party, whether directly or indirectly, arising from any alleged or actual defect in any Licensed Material or its caption or in any way from its Reproduction.
10. Credit Lines for Editorial Use. If any Licensed Material is Reproduced in an editorial manner, Licensor's name or such credit information, if any, set forth on such Invoice, must appear adjacent to the Licensed Material in the credit line accompanying the Licensed Material.
11. Miscellaneous Terms.

15.1 Unauthorized Use. Any use of Licensed Material in a manner not expressly authorized by this Agreement or in breach of a term of this Agreement constitutes copyright infringement, entitling Licensor to exercise all rights and remedies available to it under copyright laws around the world. Licensee shall be responsible for any damages resulting from any such copyright infringement, including any claims by a third party.

15.2 Governing Law. This Agreement will be governed in all respects by the laws of the State of New York, without reference to its laws relating to conflicts of law. Any disputes arising from this Agreement or its enforceability shall be settled by binding arbitration to be held in location selected by Carin Camen Consulting, LLC. The United Nations Convention on Contracts for the International Sale of Goods does not govern this Agreement.

15.3 Severability. If one or more of the provisions contained in the Agreement is found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected. Such provisions shall be revised only to the extent necessary to make them enforceable.

15.4 Waiver. No action of Licensor, other than express written waiver, may be construed as a waiver of any provision of this Agreement. A delay on the part of Licensor in the exercise of its rights or remedies will not operate as a waiver of such rights or remedies, and a single or partial exercise by Licensor of any such rights or remedies will not preclude other or further exercise of that right or remedy. A waiver of a right or remedy on any one occasion will not be construed as a bar to or waiver of those rights or remedies on any other occasion.

15.5 Entire Agreement. This Agreement, including the Invoice, contains all the terms of the license agreement and no terms or conditions may be added or deleted unless made in writing and signed by an authorized representative of both parties. In the event of any inconsistency between the terms contained herein and the terms contained on the Invoice, any purchase order or other communication sent by Licensee, the terms of this Agreement shall govern. 

Digital Downloading Terms and Agreement

1. Background of Agreement

(a) By downloading digital content from this site, you accept this Agreement, and agree to be bound by its provisions. If you do not accept or agree with these terms, do not proceed to purchase the digital content.

(b) In this Agreement: (i) “you” or the “Client” means you ( the person purchasing or downloading digital content, (ii) “Carin Camen Consulting, LLC” or “we” means Carin Camen Consulting, LLC, operator of the Site; and (iii) “Content” means any photographic image, illustration, animation, film or video footage or any digital media or other material that you are purchasing and downloading from the Site.

2. Downloading Terms

We hereby grant to you perpetual, non-exclusive, non-transferable, worldwide permission to use the Content personal use. Purchased digital content is royalty free for personal use. Re-selling or commercial use of this product is strictly prohibited. Unless the activity or use is a Permitted Use, you cannot do it. All rights in and to the Content, including, without limitation, all copyright and other intellectual property rights relating to the Content, are retained by Carin Camen Consulting, LLC.

3. Permitted Uses

(a) You may only use the Content for personal use only on your personal devices only. For clarity, you may not use the Content in products for resale, license or any other distribution. For example, you cannot superficially modify the Content, print it on a t-shirt, poster, template or any other item, and sell it to others for consumption, reproduction or re-sale. Any use of the Content that is not a Permitted Use shall constitute infringement of copyright!

(b) Seat Restrictions. Only you are permitted to use the Content for personal use, although you may transfer files among your personal devices such as phone, tablet, laptop or desktop computer. You may physically transfer the Content from one location to another i.e: distributing it among your personal devices. You may make only one (1) copy of the Content solely for back-up purposes.

(c) Any additional permitted uses must be approved in writing by Carin Camen Consulting, LLC.

If there is any doubt that a proposed use is a Permitted Use, you should contact Carin Camen Consulting, LLC for guidance.

4. Standard License Prohibitions

(a) Prohibited Uses. You may not do anything with the Content that is not expressly permitted in the preceding section. For greater certainty, the following are “Prohibited Uses” and you may not:

• use the Content in design template applications intended for resale, whether online or not, including, without limitation, website templates, Flash templates, business card templates, electronic greeting card templates, and brochure design templates;
• use the Content in entertainment applications, such as books and book covers, magazines, newspapers, editorials and newsletters;
• use the Content in any posters (printed on paper, canvas or any other media) or other items for resale, license or other distribution for profit;
• use any of the Content as part of a trade-mark, design-mark, trade-name, business name, service mark, or logo;
• incorporate the Content in any product that results in a re-distribution or re-use of the Content (such as electronic greeting card web sites, web templates and the like) or is otherwise made available in a manner such that a person can extract or access or reproduce the Content as an electronic file;
• remove any notice of copyright, trade-mark or other proprietary right from any place where it is on or embedded in the Content;
• sub-license, re-sell, rent, lend, assign, gift or otherwise transfer or distribute the Content or the rights granted under this Agreement;
• install and use the Content in more than one location at a time or post a copy of the Content on a network server or web server for use by other users;
• use or display the Content in an electronic format that enables it to be downloaded or distributed via mobile devices or shared in any peer-to-peer or similar file sharing arrangement;
• use Content identified as “Editorial Use Only”, for any commercial, promotional, endorsement, advertising or merchandising use. For clarification, in this Agreement “Editorial Use Only” of Content means use relating to events that are newsworthy or of general interest and expressly excludes any advertorial sections (i.e. sections or supplements featuring brand and/or product names or sections or supplements in relation to which you receive a fee from a third-party advertiser or sponsor);
• either individually or in combination with others, reproduce the Content, or an element of the Content, in which event you shall be required to pay a royalty fee of Carin Camen Consulting, LLC reasonable discretion for each and every reproduction. 

6. Terms of Agreement

(a) This Agreement is effective until it is terminated. You can terminate this Agreement by destroying the Content, along with any copies or archives of it or accompanying materials (if applicable), and ceasing to use the Content for any purpose. The Agreement also terminates without notice from Carin Camen Consulting, LLC if at any time you fail to comply with any of it's terms. Upon termination, you must immediately (i) cease using the Content and for any purpose; (ii) destroy or delete all copies and archives of the Content or accompanying materials; and (iii) if requested, confirm to Carin Camen Consulting, LLC in writing that you have complied with these requirements.

(b) Carin Camen Consulting, LLC reserves the right to elect at a later date to revoke or amend the license granted by this Agreement and replace the Content with an alternative for any reason. Upon notice, sent to the address or contact information provided by you, or such other address as you may advise us in writing to use, from time to time, of such replacement, the license for the replaced Content immediately terminates for any products that do not already exist, and this license automatically applies to the replacement Content. You agree not to use the replaced Content for future products and to take all reasonable steps to discontinue use of the replaced Content in products that already exist.

(c) Upon notice from Carin Camen Consulting, LLC, or upon your knowledge that any Content is subject to a threatened, potential or actual claim of infringement of another's right for which Carin Camen Consulting, LLC may be liable, you must immediately and at your own expense (i) stop using the Content; (ii) delete or remove the Content from your devices, computer systems and storage (electronic or physical). Carin Camen Consulting, LLC shall provide you with replacement Content (which shall be determined by Carin Camen, Carin Camen Consulting, LLC in its reasonable commercial judgment) free of charge, but subject to the other terms and conditions of this Agreement.

7. Carin Camen, Carin Camen Consulting, LLC Representations and Warranties

(a) While we have made reasonable efforts to correctly categorize, keyword, caption and title the Content, Carin Camen Consulting, LLC does not warrant the accuracy of such information. Additionally, Carin Camen Consulting, LLC does not warrant the accuracy of any metadata that may be provided with the Content.

(b) THE CONTENT IS PROVIDED “AS IS” WITHOUT REPRESENTATION, WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE Carin Camen Consulting, LLC DOES NOT REPRESENT OR WARRANT THAT THE CONTENT WILL MEET YOUR REQUIREMENTS OR THAT ITS USE WILL BE UNINTERRUPTED OR ERROR FREE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE CONTENT IS WITH YOU. SHOULD THE CONTENT PROVE DEFECTIVE, YOU (AND Carin Camen Consulting, LLC) ASSUME THE ENTIRE RISK AND COST OF ALL NECESSARY CORRECTIONS.

8. General Provisions

(a) You specifically agree and acknowledge that you have, in addition to the terms of this Agreement, reviewed the Terms of Use and any other agreements which may be incorporated by reference therein, and to the extent of their incorporation in this Agreement you agree to be bound by them.

(b) Carin Camen Consulting, LLC failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right.

(c) This Agreement is personal to you and is not assignable by you without Carin Camen Consulting, LLC prior written consent.

(d) The parties have agreed that this Agreement and all related documents be drawn up in English.

9. Contact

If you have concerns relating to this Agreement, please contact Carin Camen Consulting, LLC mailto:carin@carincamen.com or via phone at 312-619-0003.

10. Acknowledgement

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND UNDERSTAND IT. IN CONSIDERATION OF Carin Camen Consulting, LLC AGREEING TO PROVIDE THE CONTENT, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND Carin Camen Consulting, LLC, WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN YOU Carin Camen Consulting, LLC RELATING TO THE SUBJECT OF THIS AGREEMENT.

© Carin Camen Consulting, LLC. All rights reserved.