KennedyStock, LLC Terms and Conditions for License
Agreement:
This agreement supersedes all prior understandings both oral and written between a Licensee and author Stephen Kennedy or KennedyStock, LLC. Reproduction rights in this agreement take effect when full payment is received by KennedyStock, LLC.
Licensing of Rights:
KennedyStock, LLC grants to a Licensee a non-exclusive (unless exclusivity is granted via invoice) and non-assignable right to reproduce the photography as described in the KennedyStock invoice.
If acting as an agent for a principal client, Licensee may permit the their named client to exercise the rights granted, as long as the client agrees to use the photography as described in the KennedyStock invoice and also agrees to be bound by the terms of the license and agreement. Licensee (agent) and its client (principal) remain jointly and severally liable and responsible for the use of the photography.
No ownership or copyright in any photograph(s) transfers to any Licensee by this license or by the KennedyStock invoice. All rights not listed on the invoice to the Licensee are reserved.
Licenses begin at moment of sale and have an expiration date listed on the invoice. Licensee accepts responsibility to stop using any licensed photography upon license expiration.
Prohibited Use or Actions:
Licensee can't use the photography in any manner that would be considered offensive to the model(s) in the photograph.
Licensee can't use photography in a way that would lead someone to believe that the model personally uses or is endorsing a product or service unless accompanied by a visible disclaimer.
Licensee can't use the name of the model.
Licensee can't make the photography available for anyone to download.
Licensee can't use any of the photography in any way that is prohibited by any law.
Licensee can't incorporate any part of the photograph into a trademark or logo.
Licensee doesn't have to attribute authorship of the licensed photography, but can't attribute authorship to any other individual.
Releases:
Licensee must self-satisfy that required releases for reproduction of the photography have been self-secured. Licensee is solely responsible for obtaining additional releases pertaining to trademarks, logos or other copyrighted works displayed in the photography.
Licensee can request from KennedyStock, LLC a copy of a model release for licensed photography. Licensee acknowledges that KennedyStock, LLC gives no warranty or guarantee pertaining to the use of names, people, intellectual property rights of elements depicted in the photography.
Copyright:
Copyright notice and image identification metadata embedded in the delivered photography must remain with the furnished digital copies of the photography at all times. Failure to maintain this important authorship and ownership data constitutes a breach of this contract.
Any use of licensed photography in a manner not specifically authorized by this agreement will constitute copyright infringement. Continued use of photography when in breach of this agreement will constitute copyright infringement. Licensee shall be responsible for any damages resulting from copyright infringement, including any claims by a third party.
Warranty and Disclaimer:
KennedyStock, LLC warrants that it has all necessary permissions granted by the author and owner of the photography to enter into licensing agreements.
KENNEDYSTOCK, LLC MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE LICENSED PHOTOGRAPH(S), INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. COMPANY 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 PHOTOGRAPH(S) OR OTHERWISE, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES.
Liability:
KennedyStock, LLC’s maximum liability arising out of or in connection with licensee's use of or inability to use the images (whether in contract, tort or otherwise) shall, to the extent permitted by law, be limited to the value of the license paid by the licensee for the image(s).
Indemnification:
Licensee shall defend, indemnify and hold KennedyStock 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 photography by Licensee.
Bankruptcy or Receivership of Licensee:
This License will terminate immediately if Licensee enters into voluntary or compulsory liquidation or has a receiver appointed due to bankruptcy, liquidation or business failure. In that event, all rights granted will immediately cease and any further use of any licensed photography shall constitute copyright infringement.
Confidentiality:
KennedyStock, LLC and licensee agree that all information associated with a license or subscription will remain confidential and will not be disclosed to any third party without the written consent of both parties.
Conflict of Terms:
In the event of a conflict of terms between this agreement and the Licensee’s purchase order, the KennedyStock license will supersede any terms on Licensee’s pre-printed “terms & conditions” found in Licensee’s purchase order agreement.
Breach and Termination:
KennedyStock, LLC reserves the right to cancel any license if the Licensee fails to comply with any part of this agreement. In the event of a breach, Licensee agrees to be responsible for reasonable legal fees and court costs involved in KennedyStock, LLC’s enforcement of rights specified in this agreement.
Laws:
The terms of this agreement will be governed by the laws of the state of Missouri with the Missouri state courts located in St. Louis County, Missouri being the venue to settle non-copyright disputes. Copyright disputes arising out of this agreement are governed by federal laws of the United States.
Tax:
Licensee must pay and hold KennedyStock, LLC harmless for any sales, use, or other taxes imposed by any government in connection with this license agreement.
Refunds:
This license and all licenses issued by KennedyStock, LLC are non-refundable.
Portfolio Samples:
Licensee grants KennedyStock and/or its author, Stephen Kennedy, a non-exclusive license to display supplied or readily available samples of finished works that incorporate any licensed image(s) for use in the author's portfolio and/or promotional or marketing materials for same.
Assignment:
Assignment of this agreement without KennedyStock, LLC’s written approval is prohibited.