License Agreements


The photographs purchased from our catalogue, fall into two different license categories. Please refer to the product description for which license applies to your purchase.


General Disclaimers and Limitation of Liability

KSP makes no other warranties, express or implied, regarding the images or metadata and captions, including, without limitation, any implied warranties or merchantability or fitness for a particular purpose. KSP shall not be liable to Licensee or ant 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 images or otherwise, eben if company has been approved of the possibility of such damages, costs or losses.

The representations and warranties made by KSP in this agreement apply only to the image(s) as delivered by KSP and will be invalid if the image(s) is used by Licensee in ant manner not specifically authorized in this agreement or if licensee is otherwise in breach of this agreement.

Royalty Free >> KSP means Ken Solilo Photography

Subject to the terms of this License Agreement,KSP grants Licensee a perpetual, worldwide, non-transferable,non-exclusive right to reproduce, transmit and display, in wholeor in part an unlimited number of times, in any and all media for the permitted uses listed below.

Permitted Uses

-any print media, including advertising and promotional materials, editoria publications and consumer merchandise

-any internet, intranet, online or web based media provided the resolution does not exceed 72dpi

-broadcast and theatrica

-resale products

-other uses approved by KSP

Licensee may alter, crop, modify or adapt the image in connection with the above permitted uses. Licensee may make a back-up copy of the image for internal use. Temporary transfers of the image to a third party integral to the creation of the final product is permitted.

Licensee may store the image on a server or image library to be viewed by Licensee or its clients provided no more than 10 persons can access the image.

Restrictions - Licensee may not

-Sublicense, sell, assign or transfer any of its rights, but may sell or license derivative works incorporating the image.

-Sell, license or distribute its final product in such a way that permits Licensee's end users to extract the image as a stand alone file

-Distribute, post or upload the image in a downloadable format to enable it to be distributed.

-use any image in a pornographic, deformatory, libelous or otherwise illegal manner, whether directly or in context or juxtaposition with other materials.

Releases

Unless expressly indicated by KSP no releases are available. Licensee must satisfy itself that all necessary rights or consents regarding any of the above, as may be required for reproduction, have been obtained.

Indemnity

Licensee agrees to defend, indemnify and hold KSP harmless from all damages, liabilities and expenses(including attorneys fees and costs), arising out of or as a result of claims by third parties relating to Licensee's use of any image.

Warranties and Limitation of Liability

KSP uses reasonable efforts to identify each image, but cannot be held responsible for erroneous or incomplete information. KSP warrents the image to be free from defects in material and workmanship for thirty days. The sole and exclusive remedy is the replacement of the image.

Cancellation

Due to the liberal nature of the license for royalty-free images, all licenses are final, no credit or refunds are allowed. The completed doenload of content to Licensee is considered to be the complete fulfillment of KSP's obligations.

Copyright Infrigement

In the event that the Licensee utilizez any image(s) without or prior to the granting of a license,KSP reserves the right to seek damages through legal channels unless the Licensee agrees to reimburse KSP, as liquidated damages, a sum equal to ten (10) times the price charged for such use of a royalty free image(s).

If the Licensee fails to make the payment as outlined above, within ten (10) days of KSP's invoicing such fee, this liquidated damage provision shall be void and KSP reserves the right to sue for copyright infrigement, including attorneys fees and all associated costs.

Termination

The license contained in this Agreement will terminate automatically without notice from KSP if Licensee fails to comply with any provision of this Agreement. Upon termination, Licensee must immediately, stop using the image, destroy or return the image and delete or remove the image from the Licensee's premises, computer systems and storage.

Jurisdiction and Attorneys Fees

This Agreement will be governed in all respects by the laws of the Province of Ontario. Licensee agrees that the Court for the County of Northumberland and the Federal District court of Canada located the closest to Port Hope, Ontario are the agreed and appropriate forums for any such suit. If KSP is obligated to go to court to enforce any of its rights, the Licensee agrees to reimburse KSP for its legal fees and disbursements.

Rights Managed >>KSP means Ken Solilo Photography

 Grant of Rights

Unless stated otherwise in the invoice, KSP grants to Licensee a non-exclusive, non-sub-licenseable and non-assignable right to reproduce, display broadcast, transmit, or create a derivative work the image identified in the invoice, solely to the extent the use is explicitly stated in the invoice. Unless stated in the invoice all rights managed image licenses are limited to one year . Goegraphical distribution and publication is limited to the country in which the license is granted.

Image(s) licensed for editorial purposes may be cropped for placement purposes, provided that the editorial integrity of the image is not compromised, but shall not, under any circumstances, otherwise be rotated, altered, changed or manipulated, or combined with other image(s) without the permission of KSP. No ownership or copyright in any image shall transfer to Licensee by the grant of the license.

Usage Restrictions

The use of the licensed image(s) is strictly limited to the use, medium, period of time, print run, placement, size of image, territory and any other restrictions specified in the invoice.

Licensee may not use ane image in a manner that is defamatory, pornographic or obscene, whether directly or in context or juxtaposition with specific subject matter. Licensee may not make the image(s) available in any medium in a manner intendet to allow or invite a third party to download, extract or access the image(s) as a stand alone file.

Licensee may not archive, republish or transmit any images on any database or to a network, social networking site or bulletin board or otherwise distribute or allow any  of the images to be distributed to or used by anyone other than the authorized users.

The credit line, Ken Solilo Photography.com, must appear adjacent to the image. It is understood that images used for advertising purposes do not require a credit. If Licensee omits the credit an additional fee equal to two(2) times the original amount invoiced shall be payable by the Licensee to KSP.

Release

No model or property releases have been obtained.KSP 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 image(s). Licensee shall be solely responsible for determining whether a release is sufficient for the proposed use or is required in connection with any proposed use. KSP uses reasonable efforts to identify the caption for each image, but cannot be held responsible for erroneous or incomplete caption information.

Termination

KSP reserves the right to automatically terminate or revoke the license contained in this agreement and invoice without notice if Licensee or its client fails to comply with any provision of this agreement. upon termination, Licensee and its client must immediately cease using the image(s), delete the image(s) and all copies from all media and destroy all other copies.

Unauthorized use

Any use of image(s) in a manner not expressly authorized by this agreement or in breach of a term of this agreement constitutes copyright infrigement, entitling KSP to exercise all rights and remedies available to it under copyright laws. Licensee shall br responsible for any damages resulting from any such copyright infrigement, including any claims by a third party. KSP reserves the right to charge and licensee agrees to pay a fee equal to four(4) times the license feefor use of the image(s).

Notification of misuse

Licensee will immediately notify KSP if it becomes aware or suspects that any third party has gained access to the licensed material.

Jurisdiction and attorneys fees

Any dispute related to this agreement, or the subject matter of this agreement, shall be governed by the laws of the Province of Ontario and applicable Canadian Federal Laws, regardless of conflicts of laws, and resolved in provincial and federal courts nearest Port Hope, Ontario. If KSP is caused to defend or present claims or a suit as a result of any breach of this agreement, KSP shall be entitled to payment by Licensee of KSP's attorney's fees or costs.