BIG CHEESE PHOTO ROYALTY
FREE LICENSE AGREEMENT
Please read the end user license agreement found herein, to ensure legal
use of our images. If you do not have a copy of this agreement, the latest
version can be found on our website, bigcheesephoto.com.
This license agreement ("Agreement") is between you ("Licensee"),
and BIG CHEESE PHOTO, LLC. and governs your use of Licensor’s Images.
YOUR PURCHASE OR USE OF ANY IMAGE OR CD-ROM PRODUCT SIGNIFIES YOUR ACCEPTANCE
OF THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THESE TERMS, RETURN
THE IMAGE(S) UNUSED FOR A FULL REFUND.
Subject to the terms of this license agreement, BIG CHEESE PHOTO, L.L.C.
grants Licensee a worldwide, non-transferable, non-exclusive right
to reproduce, transmit and display, in whole or in part, BIG CHEESE
PHOTO, L.L.C. Royalty Free Image(s) (whether available as part of a
CD-ROM collection of images or downloaded as a single image) an unlimited
number of times, in any and all media for the purposes described below.
BIG CHEESE PHOTO, L.L.C. represents that it has the right to grant
the license herein. All other rights to the Image(s), CD-ROM and accompanying
materials (if applicable), including without limitation, copyright
and all other rights, are retained by BIG CHEESE PHOTO, L.L.C.
2. Permitted Uses
• Any print media, including advertising and promotional materials, editorial
publications and consumer merchandise;
• Any Internet, intranet, Online or web-based media provided the resolution
of the images does not exceed 72dpi;
• Broadcast and theatrical exhibitions;
• Products intended for resale; provided these products are not intended
to allow the re-distribution or re-use of the Image(s); and
• Additional uses approved in writing by BIG CHEESE PHOTO, L.L.C.
Licensee may alter, crop, modify or adapt the Images in connection with
the above permitted uses. Licensee may make a back-up copy of the Image(s)
for internal back-up purposes provided BIG CHEESE PHOTO, L.L.C.’S
copyright and any image identifying information is retained with the
file. Limited, temporary transfers of the Images are permitted to third
parties integral to the creation of the final product, provided such
third parties agree to abide by the terms of this agreement.
3. Number of Users / Seat License
Licensee may use the Images on a server, image library or network configuration
to be viewed by Licensee provided that no more than 10 persons (including
part-time and freelance employees or agents) of Licensee can access
the Images. This is NOT a simultaneous user agreement. Before permitting
access to more than 10 persons, Licensee must purchase a separate seat
license from BIG CHEESE PHOTO,L.L.C. for each additional individual
4. Restrictions on Use
Except as provide herein, Licensee may not
• sublicense, sell, assign, convey or transfer any of its rights under
• sell, license or distribute its final product in such a way that permits
Licensee's end users to extract or access the Images as a stand-alone
• Incorporate the Images into a logo, trademark or service mark.
• Distribute, post or upload the Image(s) online in a downloadable format.
• Use any Image in a pornographic, defamatory, libelous or otherwise illegal
manner, whether directly or in context or juxtaposition with other materials.
5. Product Endorsement Or Sensitive Use Disclaimer
If any Image featuring a model is used in a manner that would lead a
reasonable person to believe that the model personally uses or endorses
a product or service, or if the depiction of the model is used in connection
with a subject that would be unflattering, embarrassing or unduly controversial
to a reasonable person, Licensee must accompany each such use with
a statement that indicates that the person is a model and the Image
is being used for illustrative purposes only.
Model releases are available on Image(s) containing models upon request.
Names are removed to protect the privacy of the model. Other than model
releases for recognizable persons, BIG CHEESE PHOTO, L.L.C. grants
no rights and makes no warranties with regard to the use of names,
trademarks, trade dress, registered, unregistered or copyrighted designs
or works of art or architecture depicted in any Image, and Licensee
must satisfy itself that all the necessary rights or consents regarding
any of the above, as may be required for reproduction, have been obtained.
Licensee agrees to indemnify and hold BIG CHEESE PHOTO, L.L.C. harmless
against all claims arising out of or in connection with any breach
of this Agreement.
BIG CHEESE PHOTO, L.L.C. warrants the Images to be free from defects
in material and workmanship for 30 days from delivery. The sole and
exclusive remedy for a breach of the foregoing warranty is the replacement
of the Image(s).
BIG CHEESE PHOTO, L.L.C. MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED,
REGARDING, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY
OR FITNESS FOR A PARTICULAR PURPOSE. BIG CHEESE PHOTO, L.L.C. SHALL NOT
BE LIABLE TO LICENSEE OR ANY OTHER PERSON OR ENTITY FOR ANY GENERAL,
PUNITIVE, SPECIAL, DIRECT, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES,
OR LOST PROFITS OR ANY OTHER DAMAGES, COSTS OR LOSSES ARISING OUT OF
LICENSEE'S USE OF THE IMAGES, OR OTHERWISE, EVEN IF BIG CHEESE PHOTO,
L.L.C. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR
LOSSES. Licensee may have additional rights under state law.
9. Payment Terms
No rights to use the Image(s) are granted until the invoice relating
to the Image(s) is paid in full. A service charge of two percent (2%)
per month, or such lesser amount allowed by law, will be charged thereafter
on any unpaid balance. And claims for adjustment of terms must be made
to BIG CHEESE PHOTO, L.L.C. within five (5) days of the receipt of
The license contained in this Agreement will terminate automatically
without notice from BIG CHEESE PHOTO, L.L.C. if Licensee fails to comply
with any provision of this Agreement. Upon termination, Licensee must
immediately (i) stop using the Image(s), (ii) destroy or, upon the
request of BIG CHEESE PHOTO, L.L.C., return the Images to BIG CHEESE
PHOTO, L.L.C., and (iii) delete or remove the Images from Licensee's
premises, computer systems and storage (electronic or physical).
Licensor reserves the right to revoke the license to use any Image(s)
for good cause and elect to replace such Image with an alternative
Image. Upon notice of any revocation of a license for any Image(s),
Licensee shall immediately cease using such Image (s), shall take all
reasonable steps to discontinue use of the replaced Image(s) in products
that already exist and shall inform all end-users and clients of same.
If one or more of the provisions contained in the Agreement is found
to be invalid, illegal or unenforceable in any respect, the validity,
legality and enforceability of the remaining provisions shall not be
affected. Such provisions shall be reformed only to the extent to make
13. Choice of Law
This Agreement will be governed in all respects by the laws of the State
of Washington, without reference to its laws relating to conflicts
of law. Licensee agrees that the state and federal courts sitting in
King County, in the State of Washington , are the agreed and appropriate
forums for any such suit, and consent to service of process by registered
mail or overnight courier with proof of delivery. The United Nations
Convention on Contracts for the International Sale of Goods does not
govern this Agreement.
No action of BIG CHEESE PHOTO, L.L.C., other than express written waiver,
may be construed as a waiver of any provision of this Agreement.
15. Entire Contract
This contract contains all the terms of the license agreement and no
terms or conditions may be added or deleted unless made in writing and
signed by an authorized representative of both parties