Terms and Conditions for Image Licensing

A. Definitions: Photographer refers to Stephen Bay. Client refers to the commissioning party or company named above, its representatives, successors, assigns, agents and affiliates.

B. Payment: Full payment must be received within forty five (45) days after the date on the Licensing Contract or prior to publication which ever occurs first. Any use prior to payment shall be considered an unauthorized use. Client agrees that reasonable and stipulated amount which shall be paid by Client to photographer for use prior to receipt of payment by Photographer shall be three (3) times Photographer's customary fee for such usage.

C. Grant of Rights: Grant of reproduction rights hereunder is conditioned upon Client's written acceptance of each term set forth in this agreement, including but not limited to, receipt of payment in full by Photographer and placing of the required copyright notice on each use of Photographer's work. All rights not expressly licensed to Client in writing remain the exclusive property of Photographer. Any reuse or use for purposes other than those declared requires a new authorization from the Photographer and the payment of new royalties.

D. Editorial Use: For editorial use, credit line in the form Copyright " Stephen Bay / Bayimages.net" must appear adjacent to or within the photograph(s) or fee is tripled; Client acknowledges that such a triple fee is fair and reasonable for photographer's loss of recognition and lack of copyright protection resulting from lack of, or improper, copyright notice/credit line.

E. Indemnity: Client hereby indemnifies and holds Photographer harmless against any and all liabilities, claims, and expenses, including reasonable attorney s fees, arising from Client's use of Photographer's work. Client assumes insurer's liability to indemnify Photographer for all loss, damage, or misuse of any photographs.

F. Default: In the event of non-payment or other breach of this Agreement by Client, Client shall pay all of Photographer's costs and expenses incurred in connection with enforcement of the terms of this agreement, including Photographer's reasonable attorney's fees.

G. Releases: Photographer is not responsible for obtaining model, property, or other releases in connection with any of the photographs licensed herein unless specifically stated herein.

H. Copies: Client shall provide to Photographer at least one copy of each use of the photographs.

I. Miscellaneous: Client may not assign or transfer this license. No alterations may be made in any of these provisions without the express written consent of the Photographer.

J. Governing Law: This agreement incorporates by reference Articles II and III of the Uniform Commercial Code now in existence, in the State of California, and the Copyright Act of 1976 as amended. This agreement shall be deemed to be a contract made under the laws of the United States of America and the State of California and for all purposes shall be interpreted in its entirety in accordance with these laws. Client specifically and irrevocably confers personal jurisdiction over it by the courts of the State of California or the United States District Court for the District of the State of California. Client specifically waives all rights to contest each court proceeding on the grounds of personal jurisdiction, venue and forum non-convenience. In the event of any award or judgement in favor of Photographer, or any settlement between Photographer and Client, arising from effecting and protecting Photographer's rights and benefits hereunder and/or any aspect of this agreement, Client shall pay all costs and expenses incurred by Photographer and/or Photographer's legal counsel related thereto, including, but not limited to, reasonable legal fees, arbitration and court costs, associated expenses, and legal interest on such award, judgement, or settlement.


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