Licensing Agreement

STOCK ILLUSTRATION BUYER AGREEMENT

THIS AGREEMENT, effective as of the date of purchase, between Susan DiFelice at https://susandifelice.com [“SELLER”], and YOU (or the company or individual on whose behalf you are licensing images) [“BUYER”].

WHEREAS, Seller owns various stock illustration images and related intellectual property; and

WHEREAS, Seller holds the copyright rights to the stock illustration images and related intellectual property; and

WHEREAS, Seller possesses the exclusive right to sell, license, or authorize the use of such images and intellectual property; and

WHEREAS, Buyer seeks to purchase certain images for specific purposes; and

NOW, THEREFORE, in consideration of the mutual promises and covenants hereinafter set forth, and other valuable consideration as hereinafter described, the parties hereto agree as follows:

I. THE GRANT

The Seller hereby grants the Buyer the right to utilize purchased illustration[s]. Each use of an image requires a unique license. If you would like to use the same image in two different projects, you must purchase two licenses.

The use of individually purchased Royalty-free images is limited to the following commercial uses:

Worldwide, royalty-free use.
Unlimited digital use.
Reproduction/print run limited to 500,000 copies.

The terms of this agreement shall not be assignable or sub-licensable by the Buyer without the prior written consent of the Seller.

In consideration for the grant of this license, Buyer hereby covenants and agrees to pay Seller in accordance with the terms set forth in Section V below.

II. USE OF IMAGES

Buyer agrees to utilize the illustration[s] in a commercially reasonable manner and in such a way that will not harm the professional reputation of Seller. Buyer agrees not to utilize the illustration[s] in any pornographic, illegal, libelous, scandalous, or such other manner that would tend to damage the image and reputation of the Seller.

Buyer agrees to purchase the stock image solely for the use in creating new illustrative, editorial or other originally created materials. Buyer shall not resell any stock image as an individual stock image, market the stock image independently of any newly created work, or utilize the stock image for any other purpose than expressly granted herein.

Buyer may sell new illustrations and artistic works that contain the stock image, provided that the stock image is not resold as a stock image.

Buyer may not:

Share the image with another party.
Use the images as part of a web-template where the images are part of the template design intended for mass resale.
Use the image in a way that gives the impression it was created by you or another person.
Use an image in a way that infringes on a third party’s trademark or intellectual property.
Use an image to make and sell prints, posters or products (t-shirts, mugs, bags, etc.) of the image (a custom license is available for this use).
Any use that is not defined in this royalty-free license agreement.

If an image is used in an editorial context, credit must be given next to or on the image: either in text as “Illustration by Susan DiFelice” or just “Susan DiFelice”, or with the signature and copyright that appears on each purchased illustration which can be seen here.

Seller and Buyer shall at all relevant times herein maintain the utmost good faith and fair dealing in their mutual duties under this agreement.

III. COPYRIGHT:

Buyer hereby covenants and agrees to affix to a proper copyright notice to any illustration[s] utilized under this agreement. Such notice shall properly identify the Seller as the owner of the licensed image.

Buyer acknowledges that the Seller shall remain the sole author, sole owner and sole copyright claimant of any licensed illustration[s] and does not transfer ownership or control of said copyrights except as hereto agreed.

IV. ACKNOWLEDGMENT OF RIGHTS:

Buyer acknowledges and agrees not to contest, or assist or induce others to do so, the Seller’s rights in and to any illustration[s].

V. CONSIDERATION

The Buyer hereby agrees and undertakes to pay the following consideration to the Seller for the use of the illustration[s] according to the price set forth on each.

VI. INDEMNIFICATION

Seller shall at all times during the term of this Agreement, and at all times after the termination hereof, indemnify and keep indemnified and hold Buyer harmless from and against all expenses incurred and damages paid by Buyer in respect of any third party claim or action against Buyer arising from any adverse claim of ownership to any rights, title, and interest in and to the licensed images, including, but not limited to, actions existing in copyright, trademark, unfair competition, passing off, or any other claim or cause action based on the rights of and/or ownership to the licensed images, or other intellectual properties which comprise this Agreement. Seller, at Buyer’s request, shall defend Buyer in any such third party claim.

VII. THIRD-PARTY INFRINGEMENT

Buyer will promptly call to the attention of Seller the use of the illustration[s] by any third party which Buyer considers to be an infringement. Seller and Buyer shall consult one another as to whether proceedings shall be brought against such third parties. In the event that Seller and Buyer decide that action should be taken against such third parties, Seller may take such action in their own name or, alternatively, Seller may authorize Buyer to initiate such action in Buyer’s name. Buyer and Seller agree to cooperate fully with one another to whatever extent it is necessary to prosecute such action, all expenses being borne by Seller and all damages that may be recovered being solely for the account of Seller.

VIII. FORCE MAJEURE:

Neither party shall be liable for any delay in performing or failing to perform obligations if that delay or failure results from events or circumstances outside its reasonable control. Such delay or failure shall not constitute a breach of this agreement and the time for performance shall be extended by a period equivalent to that during which performance is so prevented provided that if such delay or failure persists for more than 90 days, nothing in this Clause shall be taken to limit or prevent the exercise by either party of its rights of termination under Clause IX without claim [arising from the termination] against the party defaulting by reason of force majeure cure provided that any outstanding pre-existing claims shall not be thereby terminated.

IX TERMINATION:

This agreement shall terminate in the event that Seller or Buyer materially breaches any portion of this agreement. Such termination shall take effect immediately after fourteen [14] calendar days after notice of the breach from one party to the other. Both parties shall have the right to notify the other of their intent to take substantial steps to cure any breach. If such notice is delivered, the agreement shall not terminate, unless such substantial steps do not in fact occur.

This agreement shall terminate forthwith in the event of bankruptcy or judicial or administrative declaration of insolvency of Seller or Buyer that relate to any duty of performance under this agreement.

Upon termination of this Agreement, Buyer shall discontinue all use of the Licensed illustration[s] in any manner whatsoever and shall return any and all illustration[s] to the Seller that remain in the Buyer’s care, custody and control.

X MISCELLANEOUS:

Any waiver by either Buyer or Seller of any breach of a term or condition of this Agreement, or failure to perform under this agreement, shall not be considered as a waiver of any subsequent breach of the same or any condition hereof.

If any provision, clause or section of this Agreement is declared void or unenforceable by any judicial or administrative authority, the remaining portions of this agreement shall remain in full force and effect.

This Agreement shall not create or be construed to create a partnership, joint venture, association or any type of combination. No party shall have the power or authority to act as the agent of the other or to authorize or incur obligations on behalf of the other or to make on behalf of the other party any promises, warranties or representations.

The parties expressly consent to jurisdiction and venue of the federal and state courts of the State of North Carolina with respect to any suit, claim or dispute arising out of, or relating to, this Agreement. It is understood and agreed by the parties that the Court where litigation is first commenced will retain jurisdiction over any and all related claims or disputes arising out of and concerning this Agreement. Depending on which State any action may be commenced, this Agreement shall be deemed to have been made in such State, and shall be governed by and construed in accordance with the laws of such State.

This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors, assigns, parents, subsidiaries or otherwise related or affiliated companies.

This Agreement, including this paragraph, may be modified or amended only by a writing signed by all parties to this Agreement.

This Agreement represents the entire agreement of the parties, and all prior assertions, understandings, warranties and representations are merged herein. It is a final integrated Agreement which embodies all the terms, conditions, and representations between the parties, and the parties make no warranties, covenants or agreements, express or implied, except as expressly set forth herein.