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Rights-Managed License Agreement  Go Back to Previous Page

This is a legal agreement between you, licensee, your employer and/or your client (if you are an agent acting for a single client), purchaser and Images by Davido, LLC. This agreement applies to licenses issued via the web and via any type of postal mail delivery and is applicable to delivery of licensed material (the Agreement).

This Agreement governs the terms by which clients of Images by Davido obtain the right to use photographic images and other media content provided by this web site ( imagesbydavido.com ). This License Agreement is in addition to the Terms and Conditions of Use applicable to the Site. In the event of any inconsistency between this Agreement and the Terms and Conditions of Use, the Terms of this Agreement shall govern.

This is a license, not a sale.

 

1   Definitions.  In this Agreement the following definitions apply:

1.1     “Invoice” means the computer generated or preprinted standard form invoice provided by Images by Davido LLC establishing terms agreed with the Licensee.  The Invoice shall be made a part of this agreement and all references to the Agreement shall include the Invoice.

1.2       “Licensed Material” means any image (regardless of its resolution),  print, negative, transparence, original digital file or any reproduction thereof generated optically, electronically, digitally or by any other means or any other product protected by copyright, trademark, patent or other intellectual property rights, which is licensed to Licensee by Images by Davido under the terms of this Agreement.  Any reference in this Agreement to the Licensed Material shall be to each individual item within the Licensed Material as a whole.

1.3       “Licensee” means the person or entity purchasing a license hereunder or if there is a separate Purchaser designated as Licensee during the purchase process and set forth as such in the Invoice.

1.4       “Purchaser” means a person or entity purchasing the licensee hereunder on behalf of a third party License.

1.5       “Reproduction” and “Reproduce” means any form of  duplicating, copying, or publication of the whole or a part or portion of any Licensed Material, regardless of medium or whatever means, and the distortion, alteration, cropping or manipulation of the whole or any part or portion of the Licensed Material from the Licensed Material.

1.6       “Rights and Restrictions” means the information: (a) accompanying the License Material on the Images by Davido website (including all areas of the purchase process); (b) in the Invoice; (c) in the editorial feed; or (d) in any other written communication accompanying the Licensed Material.  Thus, restrictions may include (without limitation), the permitted scope of use, any territory or other use restrictions applicable to the Licensed Material selected, and the corresponding price for the license of all such Licensed Material.  The Rights and Restrictions shall be incorporated into this Agreement and all references to the Agreement shall include the Rights and Restrictions.

 

2   Grant of Rights & Restrictions.

2.1       Images by Davido grants to License a non-exclusive, non-sublicensable and non-assignable right to use and Reproduce the Licensed Material identified in the Rights and Restrictions, only to the extent explicitly stated in this Agreement.  This right may be exercised by subcontractors of Licensee or Purchaser for preparation of the final product for the licensed use provided that such subcontractors or Purchaser agree to abide to the terms of this Agreement.

2.2       Use of the Licensed Material is strictly limited to the use, medium, length of time, print run, placement, size of Licensed Material, territory and any other restrictions specified in the Rights and Restrictions.  Licensee may utilize the Licensed Material in any production process that may be necessary for the intended use specified in the Rights and Restrictions.  

2.3       Pornographic, fraudulent, or otherwise unlawful use of Licensed Material is strictly prohibited, whether directly or in context or juxtaposition with specific subject matter.

2.4       Licensed Material shall not be incorporated into a logo, trademark, or service mark.

2.5       Licensee may not make the Licensed Material available in any medium in a way intended persons to allow download or extract the Licensed Material.

2.6       Licensed Material may not be modified, reconfigured, or repurposed for any use in any mobile directed web sites without prior written consent of Images by Davido.

2.7       Licensee may not directly or indirectly Reproduce the final product of the licensed use in secondary Reproductions unless authorized by applicable law or specified in the Rights and Restrictions.

2.8       Licensed Material shall not be used contrary to any restriction on use that is provided to Licensee prior to or at the time the Licensed Material is delivered to the Licensee.

2.9       Where Purchaser is licensing Licensed Material on behalf of a Licensee, Purchaser hereby represents and certifies that: (a) Purchaser is authorized to act as an agent on behalf of Licensee and has full power and authority to bind Licensee to this Agreement; and (b) if Licensee for any reason disputes Purchaser’s power and authority to act on behalf of Licensee with respect to this Agreement, Purchaser shall be bound and totally liable for any failure of Licensee to comply with the Terms of this Agreement.  There is nothing in Section 2 that excuses Purchaser’s responsibility to make payment to Images by Davido for the Licensed Material.

 

3   Ownership/Copyright and Intellectual Property.

3.1       Images by Davido retains all right, title and interest in and to all of the copyrights, patent rights, trademarks, trade secrets, logos, service marks, and all other proprietary rights thereby no ownership in any Licensed Agreement shall pass to Licensee by issuance of the license contained in this Agreement.

3.2       No rights are granted except the limited license specified in this Agreement. Any right, title or interest arising in any compilation or derivative work created using any Licensed Material shall not entitle Licensee to use anything except as permitted herein this Agreement.

3.3       Licensee does not acquire any copyright ownership or equivalent rights in or to any material or any other property of Images by Davido as a result of any license granted to Licensee by Images by Davido.

3.4       Licensee agrees to provide each reproduction of an image with a credit line: copyright (c) 2005 Images by Davido LLC.

 

4   Releases.

4.1       Only where Licensee is specifically notified that a model and/or property release has been obtained by Images by Davido, Images by Davido grants any rights or makes any warranties with regard to the use of names, people, trademarks, trade dress, logos, registered, unregistered or copyrighted material, designs or works of art or architecture depicted in any Licensed Material. Licensee shall be solely responsible for determining whether a release is required in connection with any proposed use of Licensed Material, and Licensee shall be totally responsible for acquiring any required release.

4.2       If any Licensed Material displaying a model or property is used in connection with a subject that would be controversial to a reasonable person, Licensee must tag each use with a statement indicating that the Licensed Material is being used for illustrative purposes only and any person depicted in the Licensed Material is a model.

4.3       Licensee agrees to hold Images by Davido harmless from any and all claims and expenses arising from Licensee’s use of an image. If Licensee utilizes an image prior to paying Images by Davido invoice, or without Images by Davido expressed permission in regard to sensitive subjects, then Images by Davido is relieved of any claim concerning the image’s use or publication because it was published without permission.

 

5   Warranty and Limitation of Liability.

5.1       The representations and warranties of Images by Davido made herein will have no force or effect if the Licensed Material is used by Licensee in any manner not specifically authorized in this agreement or if Licensee is otherwise in breach of this agreement.

5.2        Images by Davido warrants to Licensee that: (a) the Licensed Material will be free from defects in material and workmanship (but not visual artifacts inherent in the original Image/Content) for 30 days from the date of delivery.  The sole and exclusive remedy for a breach of the foregoing warranty is the replacement of the digital copy of the Licenses Material.  No refund of the Reproduction fee paid by Licensee is foreseen.  (b) Images by Davido has all necessary rights and authority to perform this agreement including the right and authority to license the use of any Licensed Material as expressly set forth in the invoice.  (c) the rights of Reproduction granted hereunder do not infringe on any copyrights to the Licensed Material or moral rights of any person or entity.

5.3        Images by Davido makes no other warranties, express or implied, regarding the Licensed Material or its delivery systems, including , without limitation, any implied warranties of merchantability or fitness for a particular purpose.  Images by Davido shall not be liable to Licensee or any other person or entity for any punitive, special, indirect, consequential or incidental damages, or any other damages, costs, or losses arising out of this agreement, even if Images by Davido have been advised of the possibility of such damages, costs, or losses.

 

6   Indemnification.

6.1       If Licensed Material is only used in accordance with this Agreement and Licensee is not otherwise in breach of this Agreement and as Licensee’s sole and exclusive remedy for any alleged or actual breach of the representations and warranties set forth in Section 5 (Warranty and Limitation of Liability), Images by Davido shall defend, indemnify and hold Licensee and its parent, subsidiaries and affiliates and their officers, directors, and employees harmless from all damages (except any punitive damages not directly attributable to acts of Images by Davido), liabilities and expenses including reasonable attorneys’ fees and permitted and authorized costs arising out of any actual or threatened lawsuit, claim or legal proceeding claiming that Images by Davido is in breach of its warranties as established in Section 5 (Warranty and Limitation of Liability).  This states Images by Davido entire indemnification obligation under this Agreement.

6.2       Licensee shall indemnify, defend, and hold harmless Images by Davido and its sources, officers, directors, employees, contractors, joint ventures, subsidiaries, licensors, and licensees against all claims including, claims by third parties, liability, damages (including punitive damages), judgments, settlements, cost/expenses, (including reasonable legal fees and expenses), stemming from or related to: (a) Licensee’s breach of any terms, conditions or restrictions of this Agreement, including those that may be identified on the Invoice; (b) Licensee use or modification of any Licensed Material outside the scope of this Agreement; (c) Licensee failure to obtain from third parties all necessary permissions to use the Licensed Material; (d) any act or failure to act by Licensee or any of Licensee’s employees, contractors, employers, agents, clients, or users.

 

7   Condition of Licensed Material.

It is the responsibility of Licensee to examine all Licensed Material for possible defects (whether digital or otherwise) before sending any Licensed material for Reproduction.  Images by Davido shall not be liable for any loss or damage suffered by Licensee or any third party,  whether directly or indirectly resulting from any alleged or actual defect in any Licensed Material or its caption or in any way from its Reproduction.

 

8   Licensee Cancellation Fee.

If Licensee or Purchaser requests in writing to cancel this Agreement within fifteen (15) days of the invoice date of the Licensed Material, and such Licensed Material has not been used by Licensee, Images by Davido may cancel this Agreement and issue a credit to Licensee’s or Purchaser’s account up to one hundred percent (100%) of the license fee minus a fifty dollar ($ 50) transaction fee per image.  After this fifteen (15) business day period, and up to thirty (30) days from the invoice date,  Licensee or Purchaser will be subject to a cancellation fee equal to fifty (50 %) of the invoice amount. Thirty (30) days from the date of the invoice, there will be no refunds issued and the invoiced amount must be paid in full.  Credits due for cancellations will first be applied to any unpaid balance before any refunds are issued.  All cancellations are final.

 

9   Payment/Interest or Cancellation on Overdue Invoices.

Payment is due in full within the time specified in the Invoice.  If Licensee fails to pay Images by Davido within the specified time, Images by Davido may add a late payment charge of one-and-one-half percent (1.5) per month or the greatest amount allowed under applicable law, on any unpaid balance until payment is received.  Images by Davido also reserves the right, in its sole discretion, to revoke the License if payment is not made in full on time.

 

10    Unauthorized Use.

Any use of Licensed Material in a manner not expressly authorized by this Agreement or in breach of a term of this Agreement constitutes infringement of copyright and other applicable rights and shall entitle Images by Davido to exercise all rights and remedies available to it under copyright laws world wide, including monetary damages against all users and beneficiaries of the use of such Licensed Material. Licensee shall be responsible for any and all damages resulting from any such copyright infringement, including any claims by a third party. In addition and without prejudice to Images by Davidos’ other solutions under this Agreement, Images by Davido reserves the right to charge and Licensee agrees to pay a fee six (6) times the licensee fee for any unauthorized use of the Licensed Material, in addition to any other fees, damages and penalties Images by Davido may be entitled to under this Agreement and applicable law.

 

11    Electronic Storage.

For all Licensed Material that Licensee takes delivery via electronic form, Licensee must hold the copyright symbol, the name of Images by Davido and the Licensed Material (image number) number as part of the electronic file. Licensee must insure and maintain a firewall to prevent against unauthorized third-party access to the Licensed Material.  Licensee may only download the Licensed Material onto one computer and not produce additional high resolution copies of the Licensed Material, use or distribute copies for any purpose except as provided in this Agreement and the Invoice.  Upon the expiration or possible earlier termination of this Agreement, Licensee shall immediately delete and remove the Licensed Material from Licensee’s location, computer systems/storage and shall ensure that its subcontractors do likewise.

 

12    Severability.

If any provision of this Agreement is found invalid, illegal, or unenforceable, the remainder of this Agreement shall remain valid and totally enforceable according to its terms.  Accordingly, such provisions shall be revised only to the extent required to make them enforceable.

 

13    Waiver.

No action of Images by Davido, other than express written waiver, may be construed as a wavier of any provision of this Agreement.  In the event Images by Davido waives a specific part/provision of the Agreement, it does mean that Images by Davido waives any other part/provision. Thus, a waiver of a remedy on any one occasion shall not be construed as a bar to or waiver of rights/remedies on any other occasion.

 

14  Governing Law. 

This Agreement will be governed by the laws of the State of Virginia, U.S.A., and both parties agree to accept the exclusive jurisdiction of the state and federal courts located in Virginia regardless of conflicts of laws.   This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods.  Images by Davido and Licensee agree that this Agreement as well as any other documents relating hereto, including invoices, notices, etc., has been and shall be written in the English language.  Licensee agrees that the image (s) or any rendition of such, will not be shipped, transferred, or exported into any country or utilized in any way/manner prohibited by the United States Export Administration Act or any other export laws, regulations, or restrictions.  Licensee shall at their own expense obtain and arrange for the maintenance of all non-USA government approvals, if any, and fully comply with all laws and regulations necessary for Licensee’s performance under this Agreement.

 

 15  Entire Agreement.  

This Agreement contains all the terms/conditions of the license agreement and no terms or conditions may be added, deleted, or modified unless made in writing and signed by authorized representatives of Images by Davido and Licensee. If there should be any inconsistency between the terms/conditions contained herein and the terms/conditions on any purchase order sent by Licensee, the terms of this Agreement shall govern.  Licensee acknowledges: reading this entire agreement, understanding what they are agreeing to, and they are bound by all the terms and conditions with in it.

 

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Editorial License Agreement  Go Back to Previous Page

 

This is a legal agreement between you, licensee, your employer and/or your client (if you are an agent acting for a single client), purchaser and Images by Davido, LLC.  This agreement applies to licenses issued via the web and via any type of postal mail delivery and is applicable to delivery of licensed material (the Agreement).  

This Agreement governs the terms by which clients of Images by Davido obtain the right to use photographic images and other media content provided by this web site (imagesbydavido.com). This License Agreement is in addition to the Terms and Conditions of Use applicable to the Site.  In the event of any inconsistency between this Agreement and the Terms and Conditions of Use, the Terms of this Agreement shall govern.  This is a license, not a sale. 

 

1   Definitions.  In this Agreement the following definitions apply:

 

1.1      "Editorial Licensed Material” means Licensed Material relating to news worthy events or of public interest and licensed for use in an editorial manner. Commercial use is not permitted.
 

1.2       “Invoice” means the computer generated or preprinted standard form invoice provided by Images by Davido LLC establishing terms agreed with the Licensee.
 

1.3       “Licensed Material” means any image (regardless of its resolution),  print, negative, transparence, original digital file or any reproduction thereof generated optically, electronically, digitally or by any other means or any other product protected by copyright, trademark, patent or other intellectual property rights, which is licensed to Licensee by Images by Davido under the terms of this Agreement.  Any reference in this Agreement to the Licensed Material shall be to each individual item within the Licensed Material as a whole.
 

1.4       “License” means the person or entity purchasing a license hereunder or if there is a separate Purchaser designated as License during the purchase process and set forth as such in the Invoice.
 

1.5       “Purchaser” means a person or entity purchasing the license hereunder on behalf of a third party License.
 

1.6       “Reproduction” and “Reproduce” means any form of  duplicating, copying, or publication of the whole or a part or portion of any Licensed Material, regardless of medium or whatever means, and the distortion, alteration, cropping or manipulation of the whole or any part or portion of the Licensed Material from the Licensed Material.
 

1.7       “Rights and Restrictions” means the information: (a) accompanying the License Material on the Images by Davido website (including all areas of the purchase process); (b) in the Invoice; (c) in the editorial feed; or (d) in any other written communication accompanying the Licensed Material.  Thus, restrictions may include (without limitation), the permitted scope of use, any territory or other use restrictions applicable to the Licensed Material selected, and the corresponding price for the license of all such Licensed Material.  The Rights and Restrictions shall be incorporated into this Agreement and all references to the Agreement shall include the Rights and Restrictions.

 

2   Grant of Rights & Restrictions.

2.1       Images by Davido grants to License a non-exclusive, non-sublicensable and non-assignable right to use and Reproduce the Licensed Material identified in the Rights and Restrictions, only to the extent explicitly stated in this Agreement.  This right may be exercised by subcontractors of Licensee or Purchaser for preparation of the final product for the licensed use provided that such subcontractors or Purchaser agree to abide to the terms of this Agreement.
 

2.2       Use of the Licensed Material is strictly limited to the use, medium, length of time, print run, placement, size of Licensed Material, territory and any other restrictions specified in the Rights and Restrictions.  Licensee may utilize the Licensed Material in any production process that may be necessary for the intended use specified in the Rights and Restrictions.
 

2.3       Pornographic or otherwise unlawful use of Licensed Material is strictly prohibited, whether directly or in context or juxtaposition with specific subject matter.
 

2.4       Licensed Material shall not be incorporated into a logo, trademark, or service mark.
 

2.5       Licensee may not make the Licensed Material available in any medium in a way intended persons to allow download or extract the Licensed Material.
 

2.6       Licensed Material may not be modified, reconfigured, or repurposed for any use in any mobile directed web sites without prior written consent of Images by Davido.
 

2.7       Licensee may not directly or indirectly Reproduce the final product of the licensed use in secondary Reproductions unless authorized by applicable law or specified in the Rights and Restrictions.
 

2.8       Licensed Material shall not be used contrary to any restriction on use that is provided to Licensee prior to or at the time the Licensed Material is delivered to the Licensee.
 

2.9       Where Purchaser is licensing Licensed Material on behalf of a Licensee, Purchaser hereby represents and certifies that: (a) Purchaser is authorized to act as an agent on behalf of Licensee and has full power and authority to bind Licensee to this Agreement; and (b) if Licensee for any reason disputes Purchaser’s power and authority to act on behalf of Licensee with respect to this Agreement, Purchaser shall be bound and totally liable for any failure of Licensee to comply with the Terms of this Agreement.  There is nothing in Section 2 that excuses Purchaser’s responsibility to make payment to Images by Davido for the Licensed Material.
 

2.10     Editorial Licensed Material may be cropped only if the editorial integrity of the Licensed Material is not compromised.
 

 

3   Ownership and Intellectual Property.
 

3.1       Images by Davido retains all right, title and interest in and to all of the copyrights, patent rights, trademarks, trade secrets, logos, service marks, and all other proprietary rights thereby no ownership in any Licensed Agreement shall pass to Licensee by issuance of the license contained in this Agreement.
 

3.2       No rights are granted except the limited license specified in this Agreement. Any right, title or interest arising in any compilation or derivative work created using any Licensed Material shall not entitle Licensee to use anything except as permitted herein this Agreement.
 

3.3       Licensee does not acquire any copyright ownership or equivalent rights in or to any material or any other property of Images by Davido as a result of any license granted to Licensee by Images by Davido.
 

3.4       Photo Credit for Editorial Licensed Material must include the credit line, Images By Davido adjacent to the Licensed Material.  If the credit line is omitted by Licensee, an additional fee of one hundred percent (100%) of the original invoiced amount attributable to the Licensed Material shall be paid by Licensee, at the sole discretion of Images By Davido.
 

 

4   Releases.
 

4.1       Only where Licensee is specifically notified that a model and/or property release has been obtained by Images by Davido, Images by Davido grants any rights or makes any warranties with regard to the use of names, people, trademarks, trade dress, logos, registered, unregistered or copyrighted material, designs or works of art or architecture depicted in any Licensed Material. Licensee shall be solely responsible for determining whether a release is required in connection with any proposed use of Licensed Material, and Licensee shall be totally responsible for acquiring any required release.  As in the case of any release delivered with any Editorial Licensed Material, Images By Davido provides no warranty, representation or guarantee as to its adequacy with regard to any use of the Licensed Material made by Licensee.  It is the Licensee’s sole responsibility to obtain all necessary individual, property, trademark, and other releases, approval and clearances from third parties as may be required for the Licensee’s use of the Licensed Material prior to using the Licensed Material in manner.
 

4.2       If any Licensed Material displaying a model or property is used in connection with a subject that would be controversial to a reasonable person, Licensee must tag each use with a statement indicating that the Licensed Material is being used for illustrative purposes only and any person depicted in the Licensed Material is a model.
 

4.3       Licensee agrees to hold Images by Davido harmless from any and all claims and expenses arising from Licensee’s use of an image. If Licensee utilizes an image prior to paying Images by Davido invoice, or without Images by Davido expressed permission in regard to sensitive subjects, then Images by Davido is relieved of any claim concerning the image’s use or publication because it was published without permission.
 

 

5   Warranty and Limitation of Liability.
 

5.1       The representations and warranties of Images by Davido made herein will have no force or effect if the Licensed Material is used by Licensee in any manner not specifically authorized in this agreement or if Licensee is otherwise in breach of this agreement.
 

5.2       Images by Davido warrants to Licensee that: (a) the Licensed Material will be free from defects in material and workmanship (but not visual artifacts inherent in the original Image/Content) for 30 days from the date of delivery.  The sole and exclusive remedy for a breach of the foregoing warranty is the replacement of the digital copy of the Licenses Material.  No refund of the Reproduction fee paid by Licensee is foreseen.  (b) Images by Davido have all necessary rights and authority to perform this agreement including the right and authority to license the use of any Licensed Material as expressly set forth in the invoice.  (c) the rights of Reproduction granted hereunder do not infringe on any copyrights to the Licensed Material or moral rights of any person or entity.
 

5.3       Images by Davido makes no other warranties, express or implied, regarding the Licensed Material or its delivery systems, including , without limitation, any implied warranties of merchantability or fitness for a particular purpose.  Images by Davido shall not be liable to Licensee or any other person or entity for any punitive, special, indirect, consequential or incidental damages, or any other damages, costs, or losses arising out of this agreement, even if Images by Davido have been advised of the possibility of such damages, costs, or losses.
 

 

6   Indemnification.
 

6.1       If Licensed Material is only used in accordance with this Agreement  and Licensee is not otherwise in breach of this Agreement and as Licensee’s sole and exclusive remedy for any alleged or actual breach of the representations and warranties set forth in Section 5 (Warranty and Limitation of Liability), Images by Davido shall defend, indemnify and hold Licensee and its parent, subsidiaries and affiliates and their officers, directors, and employees harmless from all damages (except any punitive damages not directly attributable to acts of Images by Davido), liabilities and expenses including reasonable attorneys’ fees and permitted and authorized costs arising out of any actual or threatened lawsuit, claim or legal proceeding claiming that Images by Davido is in breach of its warranties as established in Section 5 (Warranty and Limitation of Liability).  This states Images by Davido entire indemnification obligation under this Agreement.
 

6.2       Licensee shall indemnify, defend, and hold harmless Images by Davido and its sources, officers, directors, employees, contractors, joint ventures, subsidiaries, licensors, and licensees against all claims including, claims by third parties, liability, damages (including punitive damages), judgments, settlements, cost/expenses, (including reasonable legal fees and expenses), stemming from or related to: (a) Licensee’s breach of any terms, conditions or restrictions of this Agreement, including those that may be identified on the Invoice; (b) Licensee use or modification of any Licensed Material outside the scope of this Agreement; (c) Licensee failure to obtain from third parties all necessary permissions to use the Licensed Material; (d) any act or failure to act by Licensee or any of Licensee’s employees, contractors, employers, agents, clients, or users.
 

 

7   Condition of Licensed Material.
 

It is the responsibility of Licensee to examine all Licensed Material for possible defects (whether digital or otherwise) before sending any Licensed material for Reproduction.  Images by Davido shall not be liable for any loss or damage suffered by Licensee or any third party,  whether directly or indirectly resulting from any alleged or actual defect in any Licensed Material or its caption or in any way from its Reproduction.

 

8   Licensee Cancellation Fee.

If Licensee or Purchaser requests in writing to cancel this Agreement within fifteen (15) days of the invoice date of the Licensed Material, and such Licensed Material has not been used by Licensee, Images by Davido may cancel this Agreement and issue a credit to Licensee’s or Purchaser’s account up to one hundred percent (100%) of the license fee minus a fifty dollar ($ 50) transaction fee per image.  After this fifteen (15) business day period, and up to thirty (30) days from the invoice date,  Licensee or Purchaser will be subject to a cancellation fee equal to fifty (50 %) of the invoice amount. Thirty (30) days from the date of the invoice, there will be no refunds issued and the invoiced amount must be paid in full.  Credits due for cancellations will first be applied to any unpaid balance before any refunds are issued.  All cancellations are final.

 

9   Payment/Interest or Cancellation on Overdue Invoices.

Payment is due in full within the time specified in the Invoice.  If Licensee fails to pay Images by Davido within the specified time, Images by Davido may add a late payment charge of one-and-one-half percent (1.5) per month or the greatest amount allowed under applicable law, on any unpaid balance until payment is received.  Images by Davido also reserves the right, in its sole discretion, to revoke the License if payment is not made in full on time.

 

10    Unauthorized Use.

Any use of Licensed Material in a manner not expressly authorized by this Agreement or in breach of a term of this Agreement constitutes infringement of copyright and other applicable rights and shall entitle Images by Davido to exercise all rights and remedies available to it under copyright laws world wide, including monetary damages against all users and beneficiaries of the use of such Licensed Material. Licensee shall be responsible for any and all damages resulting from any such copyright infringement, including any claims by a third party. In addition and without prejudice to Images by Davidos’ other solutions under this Agreement, Images by Davido reserves the right to charge and Licensee agrees to pay a fee six (6) times the licensee fee for any unauthorized use of the Licensed Material, in addition to any other fees, damages and penalties Images by Davido may be entitled to under this Agreement and applicable law.

 

11    Electronic Storage.

For all Licensed Material that Licensee takes delivery via electronic form, Licensee must hold the copyright symbol, the name of Images by Davido and the Licensed Material (image number) number as part of the electronic file. Licensee must insure and maintain a firewall to prevent against unauthorized third-party access to the Licensed Material.  Licensee may only download the Licensed Material onto one computer and not produce additional high resolution copies of the Licensed Material, use or distribute copies for any purpose except as provided in this Agreement and the Invoice.  Upon the expiration or possible earlier termination of this Agreement, Licensee shall immediately delete and remove the Licensed Material from Licensee’s location, computer systems/storage and shall ensure that its subcontractors do likewise.

 

12    Severability.

If any provision of this Agreement is found invalid, illegal, or unenforceable, the remainder of this Agreement shall remain valid and totally enforceable according to its terms.  Accordingly, such provisions shall be revised only to the extent required to make them enforceable.

 

13    Waiver.

No action of Images by Davido, other than express written waiver, may be construed as a wavier of any provision of this Agreement.  In the event Images by Davido waives a specific part/provision of the Agreement, it does mean that Images by Davido waives any other part/provision. Thus, a waiver of a remedy on any one occasion shall not be construed as a bar to or waiver of rights/remedies on any other occasion.   

     

14   Governing Law. 

This Agreement will be governed by the laws of the State of Virginia, U.S.A., and both parties agree to accept the exclusive jurisdiction of the state and federal courts located in Virginia regardless of conflicts of laws.   This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods.  Images by Davido and Licensee agree that this Agreement as well as any other documents relating hereto, including invoices, notices, etc., has been and shall be written in the English language.  Licensee agrees that the image (s) or any rendition of such, will not be shipped, transferred, or exported into any country or utilized in any way/manner prohibited by the United States Export Administration Act or any other export laws, regulations, or restrictions.  Licensee shall at their own expense obtain and arrange for the maintenance of all non-USA government approvals, if any, and fully comply with all laws and regulations necessary for Licensee’s performance under this Agreement.

     

 15   Entire Agreement.

This Agreement contains all the terms/conditions of the license agreement and no terms or conditions may be added, deleted, or modified unless made in writing and signed by authorized representatives of Images by Davido and Licensee. If there should be any inconsistency between the terms/conditions contained herein and the terms/conditions on any purchase order sent by Licensee, the terms of this Agreement shall govern.  Licensee acknowledges: reading this entire agreement, understanding what they are agreeing to, and they are bound by all the terms and conditions with in it.

 

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