This Photo Licensing Agreement (the "License") is effective on the {{DAY}} of {{MONTH}} in the year {{YEAR}} (the "Effective Date") by and among the following parties:
Rights Owner:
{{OWNER}}
and
License Holder:
{{CUSTOMER}}
Both the Rights Owner and the License Holder may collectively be referred to in this document as "The Parties."
WHEREAS
The Rights Owner owns the intellectual property containing the "Work" as defined below, and has full ability, permissions, and rights to issue licenses and authorizations for the "Work". The License Holder desires to obtain the right and license to use the intellectual property upon the terms and conditions declared in this document below.
This document is generated by and issued by Railroad Gallery LLC (the "Issuer") on behalf of the Rights Owner. Railroad Gallery LLC is a third party to this agreement and receives a commission for the transaction.
The body of work governed by this license is following photograph, made accessible by Railroad Gallery LLC:
Description: {{DESCRIPTION}}
Created On: {{DATETAKEN}}
Railroad Gallery ID: {{PHOTOID}}
Railroad Gallery Link: {{SOURCE}}
The Rights Owner agrees to grant the following to the License Holder in perpetuity:
A non-exclusive, non-transferable, non-assignable, royalty-free license to reproduce, transmit, display The "Work" in a revenue-generating capacity, worldwide. The License Holder is not obligated to exercise these rights in any capacity.
The License Holder is authorized to make unlimited reproductions, in any medium including both digitally and printed. The License Holder may, at their discretion: copy, reproduce, modify, edit, synchronize, perform, display, broadcast, publish, or otherwise make use of the "Work".
The License Holder may purchase the license on behalf of an employer, client, or subcontractor. The employer, client, or subcontractor may use the content as long as the License Holder has full authority to bind the employer, client, and/or subcontractor to this license agreement. The rights purchased may only belong to you or your employer/client, depending on who is named as the "Licensee" at the time of purchase. In other words, if you purchase a royalty-free image, only one of you (and not both) may re-use that image for multiple projects.
When the "Work" is to be used in an editorial application, the License Holder must attribute both the Rights Holder and the License Issuer in a caption adjacent to the displayed "Work." Editorial Applications include, but are not limited to, blog posts, printed articles, videos, news broadcasts, web articles, newspaper articles, magazine articles, and similar photo-journalist applications. Only in the case that attribution is infeasible or impossible may attribution be omitted.
Except as defined in this document or a supplementary document agreed to by all parties, the License Holder is explictly denied the ability to: publish as a stand-alone image, claim ownership of the "Work", sub-license the "Work", use the "Work" in conjunction with illegal activities, and/or use the work to slander, harass, intimidate, or otherwise damage the reputation of any individual or business. In particular, nothing in this document conveys to the License Holder the legal title to any intellectual property. The License Holder is not granted any permission to any of the Rights Owner's other property, photographs, artwork, or other intellectual property. The Rights Holder reserves all rights not explicitly expressed in this document.
This document serves as proof of purchase of the transaction between the Rights Owner and the License Holder:
Transaction Date: {{DATE}}
Method of Payment: PayPal
Railroad Gallery Transaction Record: {{LINK}}
Transaction ID: {{TRANSACTIONID}}
Transaction Amount: {{Amount}}*
*Payment is less the commission charged by Railroad Gallery LLC and the fees associated with PayPal.This document is explicitly binding among the License Holder and the Rights Owner. The Rights Owner and the License Holder agrees to indemnify, defend, and hold Railroad Gallery LLC and its partners and members harmless and against any and all claims, liabilities, losses, costs, and expenses (including all legal fees) incurred in relation to this document and Agreement, intellectual property disputes including copyright disputes, infringements, and theft. In the event that the Rights Owner falsely claimed intellectual property to the "Work", this document is null and void. In any case of a breach of contract, whether by the Rights Owner or License Holder, Railroad Gallery LLC shall be without charge, obligation, or hardship for any and all disputes.
The validity, interpretation, and enforceability of this document shall be governed by the laws in the State of Pennsylvania, USA. The Parties agree that the state and federal courts located in Westmoreland County, Pennsylvania have jurisdiction over any disputes, claims, or hardships in connection with the agreement.
Consent to electronically generate this license document and Agreement, and to agree to the terms stated herein by the Rights Owner occurred on {{DATE ADDED}} when the Rights Holder uploaded the Work for license sales on Railroad Gallery LLC's web marketplace.
The License Holder agreed to the terms and conditions of this license on {{DATE}} upon clicking the purchase button on Railroad Gallery LLC's web marketplace.
