Digital Image Licence Agreement – Commercial License
Please read this Agreement carefully.
1. This Agreement.
This is a licence agreement between you and Paul Pazdan that explains how you may use Digital Image purchased from Paul Pazdan. By purchasing A Digital Image from Paul Pazdan, you agree to be bound by the terms of this Agreement.
In this Agreement the following words and expressions shall have the following meaning.
Paul Pazdan: the operating name of Pawel Pazdan, freelance digital artist and graphic designer.
Digital Image: a high resolution digitally-downloaded image purchased by you from Paul Pazdan.
Licence: the licence granted to you in clause 4.2 of this Agreement.
You and Your: the person who places an Order.
You agree to be bound by and comply with the terms of this Agreement following purchase of a Digital Image from Paul Pazdan.
4. Grant of Licence.
4.1 Paul Pazdan as author, creator and owner of selected by you Digital Image has the right to grant and terminate licence to the Digital Image.
4.2 Paul Pazdan hereby grants to you a worldwide perpetual, non-exclusive, royalty-free, non-transferable, non-assignable, non-sublicensable commercial use licence, to:
- download and store Digital Image in any media;
- reproduce Digital Image subject to the terms of this Agreement and the restrictions on usage (including market, audience and numerical limits on reproductions if apply) you selected from the options in your Order;
- use the Digital Image directly or indirectly in the marketing and promotion of a product that results in monetary gain;
- add image and/or text overlay to a Digital Image (for example: titles across the image).
4.3 Paull Pazdan will be permitted to display Digital Image on his website, social media accounts or in promotional materials / portfolio.
5. Your Use of Digital Image.
You agree to comply with the following conditions on usage of each Digital Image:
- to use Digital Image strictly in accordance with the restrictions on usage you selected from the options in your order and covered by this Agreement;
- not to resell, relicense, sublicense, rent or lease the Digital Image;
- ensure that the Digital Image shall not be reproduced in any way that in my reasonable opinion could be considered offensive, derogatory, defamatory, or disrespectful, or that could compromise or reflect unfavourably upon the reputation or image of Paul Pazdan and any of my Images;
- ensure that any digital copies of the Digital Image are destroyed on the expiry or termination of the Licence.
6.1 Paul Pazdan warrants that:
- he is entitled to grant the rights described in this Agreement; and
- each Digital Image does not, in his knowledge, infringe the rights of any third parties.
6.2 Except for the Licence, nothing in this Agreement shall:
- operate to transfer, assign or otherwise grant any party any right or interest in any other party’s intellectual property rights; or
- affect the ownership by either party of intellectual property rights existing at the date of your Order.
6.3 No rights granted to you by this Agreement may be assigned, loaned or transferred to any third party.
6.4 You shall not falsely represent that you are the original creator of any work that is made up substantially of a Digital Image.
7. Indemnification and Disclaimer
7.1 You hereby agree to indemnify and hold harmless Paul Pazdan in respect of all and any claims, damages, losses or costs suffered by Paul Pazdan arising in any manner howsoever from the use by you of any Digital Image.
7.2 You shall not be liable under clause 7.1 to the extent that such claims, damages, losses or costs arise as result of either (i) use of any Digital Image which is in accordance with the terms of this Agreement or (ii) or Paul Pazdan’s negligence.
8.1 Without prejudice to any other rights which may be available to you whether under these conditions or at law Paul Pazdan shall have the right to terminate this Agreement immediately on giving you written notice (which may be by email) if:
- you breach any of the provisions of this Agreement; or
- you breach any of the provisions of your Order Confirmation.
8.2 Upon termination of this Agreement, the Licence will automatically terminate with immediate effect.
You may not assign the benefit of any provision of this Agreement (including the Licence) without Paul Pazdan’s prior written consent.
Paul Pazdan may make changes to this Agreement at any time if such changes are required to be made by law.
If any provisions of this Agreement shall be deemed unlawful, void or for any reason unenforceable then that provision shall be deemed to be severable from this Agreement and shall not affect the validity and enforceability of any of the remaining provisions of this Agreement.
No failure to exercise, or delay in exercising, any right under this Agreement or provided by law shall affect that right or operate as a waiver of the right. The single or partial exercise of any right under this Agreement or provided by law shall not preclude any further exercise of it.
13. Third party rights
A person who is not a party to this Agreement shall not have any rights under or in connection with it.
14. Governing law and jurisdiction
14.1 If you are a consumer, please note that this Agreement, its subject matter and its formation, are governed by English law. You and Paul Pazdan both agree that the courts of England and Wales will have non-exclusive jurisdiction. However, if you are resident of Northern Ireland you may also bring proceedings in Northern Ireland you may also bring proceedings in Northern Ireland, and if you are resident of Scotland, you may also bring proceedings in Scotland.
14.2 If you are a business, this Agreement, its subject matter and its formation (and any non-contractual disputes or claims) are governed by English law. You and Paul Pazdan both agree to the exclusive jurisdiction of the courts of England and Wales.