Content License Agreement

Last Updated September 2022

This Content License Agreement governs the terms in which You: customers, individuals, account holders, licensees and companies (the “Client”) obtain the Royalty-Free (“RF”) Licensing Rights to use Kelly Richardson’s photographs, illustrations, images, content and other pictorial or graphics work (the “Content”) provided by Kelly Richardson, and/or downloaded through this website located at petstockimages.com (the “Site”).  This Content License Agreement explains how you can use the Content that you license from Kelly Richardson. Any unauthorized use, use that is restricted, and/or use that is not permitted, as defined by the RF License you purchase, will constitute a copyright infringement. By downloading Content from this Site and Kelly Richardson, you accept the terms of this Agreement.

1. Kelly Richardson” means “Pet Stock Images” or Studio Pet Photos” or “Kelly Richardson Photography” or “Kelly Richardson Images” or “Studio Pet Photography” or “Studio Pet Images” or “we” means Kelly Richardson, the sole copyright owner of the Content and owner and operator of the website (“the Site”) PetStockImages.com.
2. “You” or “The Client” means you or, if you are accepting on behalf of your employer, then “you” means that employer, Licensee or entity and affiliates. If You are purchasing on behalf of a licensee (“Licensee”) and/or your employer, You hereby represent and warrant that You are authorized to act on behalf of such Licensee and/or employer and have full authority to bind the Licensee to this Agreement. If the Licensee and/or employer fails to abide by this Agreement, You shall be personally and fully liable on a joint and several basis for such failure and any resulting damage or claim. For the purpose of this Agreement, all terms and conditions of this Agreement as applicable to You shall apply equally to the Licensee and/or employer (as the case may be).
3. Content” means any photographic image, illustration, animation, flash file, film or video footage, visual representation generated optically, electronically, digitally, or by any other means or in any media or other material that you are downloading from the Site or receiving as provided by Kelly Richardson, together with accompanying material.
4. “Intellectual Property” means all patents, rights to inventions, copyright and related rights, moral rights, trademarks, service marks, trade names, trade dress, symbols, logos and designs, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
5. “Invoice”  means the computer generated invoice provided by Kelly Richardson through the Site that may include, without limitation, the names of the Client and Kelly Richardson, details of the Content selected, any limitations on the License in addition to those specified herein, permitted scope of use of the Content, the key terms of the License and the License Fee. The terms contained in the invoice will be incorporated into this Agreement and all references to the Agreement will include those terms. 
6. “License” means the non-exclusive (unless otherwise stated in the License and Invoice) right Kelly Richardson grants to you to Reproduce the Content which may include Rights Managed and/or Royalty Free licenses. 
7. “License Fee”  means any sums payable to Kelly Richardson by you in respect of the License.
8.  “Release”  means a model or property release or any other release or clearance of a third-party right or other permission which it is necessary or desirable to obtain in respect of your use of the Content.
9. “Reproduction” means any form of copying, publication, reproduction, display, distribution, broadcast, streaming, printing or other exploitation of the Content (in each case whether or not to an audience).
10. “Rights Managed” means Content licensed for specific rights and for a specific purpose notified to you in the Invoice and expressly designated as “Rights Managed” or “RM” on the Website or Invoice.
11. “Royalty Free” means you do not have to pay royalties to the owner of the Content every time you use the Content. This license type grants the buyer a determined set of rights to use the Content in multiple ways (there are restrictions) as designated in the specific RF License purchased and stated on the Invoice, for a flat, one time fee.
12. “Use” means to copy, reproduce, modify, edit, synchronize, perform, display, broadcast, publish, or otherwise make use of.
13. “Terms” means the terms and conditions set out in this Agreement and includes the terms contained in the Invoice. In the event of any conflict between the terms contained in the Invoice and those in this Agreement, the terms in the Invoice will prevail.
14. “Site” means the website that is owned and operated by Kelly Richardson at URL https://PetStockImages.com (as amended by Kelly Richardson from time to time).

The parties to this Agreement are Kelly Richardson and you. Kelly Richardson, sole proprietor based in the state of California in the USA,  and the owner and operator of the Site PetStockImages.com (and related domains) and system, is the sole copyright owner of the Content and offers her Content for licensing. The License granted herein is conditional on compliance by you and your personnel and contractors with this Agreement and on Kelly Richardson’s receipt of the License Fee in full.

Subject to the restrictions set out in the Terms, Kelly Richardson grants to you the non-exclusive (unless otherwise stated in the Invoice) right to Reproduce the Content in accordance with this Agreement and solely in the manner and for the purposes set out in the Invoice of the specific License you purchase.

 Subject to the restrictions described under the “Prohibited Uses” section below, the following are “Permitted Uses” of Content that is licensed in relation to All Licenses: 

1. Advertising and promotional projects, including printed materials, product packaging, presentations, film and video presentations, commercials, catalogs, brochures, promotional greeting cards and promotional postcards (not for resale or license). ***Printed materials number of copies may not exceed 250,000;
2. entertainment applications, such as books and book covers, magazines, newspapers, editorials, newsletters, and video, broadcast and theatrical presentations;
3. on-line or electronic publications; No templates;
4. prints, posters and other reproductions for personal use or promotional purposes specified in (1) above, but not for resale, license or other distribution***Printed materials number of copies may not exceed 250,000;
5. Single User Use: meaning only you are permitted to use the Content, although you may transfer files containing the Content to your clients, printers, or ISP for the purpose of reproduction for Permitted Uses, provided that such parties shall have no further or additional rights to use the Content and cannot access or extract it from any file you provide; If you require the Content to be used on more than one location or accessible by more than one person, you must purchase the Content from Kelly Richardson again for each such use or obtain an Extended License for a Multi-seat license for the Content;
6.  You may install and use the Content in only one location at a time, although subject to the Prohibited Uses and other terms of this Agreement, you are entitled to utilize the Permitted Uses in an unlimited number of projects; You may make one copy of the Content for back-up purposes, and you must reproduce all proprietary notices on this single back-up copy; and
7. any other uses approved in writing by Kelly Richardson.
8. ATTRIBUTION: It is recommended to credit Kelly Richardson when Client uses Content. 

PROHIBITED USES In relation to ALL LICENSES: You may not do anything with the Content that is not expressly permitted in the preceding section, or specifically permitted by purchase of an Extended License.  For clarity purposes, the following are “Prohibited Uses” in relation to all Licenses:

1. No Electronic Templates.  In relation to all Licenses, except the Extended RF License for Electronic Items for Resale, you may not use the Content in design template applications intended for resale, whether online or not, including without limitation website templates, Flash templates, business card templates, electronic greeting card templates and brochure design templates; (i.e. in pre-formatted designs available to end-users to add their own content) without Kelly Richardson’s prior written consent;
2. No On-Demand Products. You may not use or display the Content on websites or other venues designed to induce or involve the sale, license or other distribution of “on demand” products, including postcards, mugs, t-shirts, posters and other items (This includes custom designed websites such as zazzle, cafepress, etc.);
3. No Products For Resale. In relation to all Licenses, except the Extended RF License for Physical Products for Resale,you may not use the Content in connection with goods or services intended for resale or distribution such as cards, stationery items, paper products, calendars, apparel items, posters, or other items for distribution or resale for profit;
4. No Use in Trademark or Logo. You must not incorporate any Content (or any part of it) into a logo, trademark, design mark, trade name, business name,or service mark;
5. No Reference Use, No Copying Content. Content must not be used as references for creating drawings or other visual works unless specifically authorized in the Invoice; 
6. No Standalone File Use. The Content may not be distributed in a way that would allow any third party to download, extract or access the Content as a standalone file; 
7. No Re-distribution of Content. You may not incorporate the Content in any product that results in redistribution or re-use of the Content (such as electronic greeting card websites, web templates, and the like) or is otherwise made available on a manner such that a person can extract or access or reproduce the Content as an electronic file;
8. No Unlawful Use. You may not use the Content in a fashion that is considered by Kelly Richardson (acting reasonable), as or under applicable law is considered pornographic, obscene, immoral, infringing, defamatory or libelous in nature, or that would be reasonably likely to bring any person or property reflected in the Content into disrepute;
9. No False Representation of Authorship. You may not falsely represent that you are the original creator of an end use that is made up largely of licensed Content, 
10. Notice of Copyright. You may not remove any notice of copyright, trade-mark, or other proprietary right from any place where it is on or embedded in the Content;
11. Non-Sublicensable, Non-Transferable. The License granted to you pursuant to this Agreement is personal to you and the Content may not:be sublicense, re-sell, rent, lend, assign, gift, or otherwise transfer or distribute the Content or the rights granted under this Agreement;
12. Single Seat User. In Relation to all Licenses, except a Multi-seat Extended RF License, The License granted to you pursuant to this Agreement is personal to you and only you are permitted to use the Content, although you may transfer files containing the Content to your clients, printers, or ISP for the purpose of reproduction for Permitted Uses, provided that such parties shall have no further or additional rights to use the Content and cannot access or extract it from any file you provide; the Content may not be installed or used in more than one location at a time or you may not post a copy of the Content on a network server or web server for use by other users unless you have been granted permission for usage and paid the appropriate licensing fee for such use for a multi seat license in your invoice;
13. Limited Size for Web Use. For Web use, you must not use the Content at a width exceeding 1080 pixels unless it is included in your site`s design. If the Content is part of a design and manipulated accordingly, the Content width can be higher than 1080 pixels;
14. Limited Print Run. In relation to all licenses, except the Extended RF License for Unlimited Print Copies over 250.000, you may not either individually or in combination with others, reproduce the Content or an element of the Content, in excess of 250,000 times without obtaining an Extended License. If you do not obtain the required license to produce prints in excess of 250,000, you shall be required to pay an additional royalty fee equal to US $0.05 for each reproduction which is in excess of 250,000 reproductions.  This additional royalty doesn’t not apply to advertisements in websites, or to broadcast by television, web-cast, or theatrical production;
15. Social Media Termination. If the Content is reproduced on a social media platform or other third party website, and the platform or website uses the Content for its own purpose or in a way that is contrary to the terms of this Agreement, then this Agreement shall immediately terminate and in such event, upon Kelly Richardson’s request, you shall remove any Content from such platform or website;
16.  Excess Reproduction Run In the event you contravene the Limited print run prohibition described above without purchasing an Extended License, you further agree to notify Kelly Richardson in the event that you (or a combination of you and others involved with you) reproduced the Content, or an element of the Content in excess of 250,000 times. Such disclosure notice must be sent to Kelly Richardson each and every month after which the Content, or an element of the Content has been reproduced in aggregate over the term of this Agreement in excess of 250,000 times. Each such notice must contain the number of reproductions made in any particular month, provided however the first such notice will only be to require disclosure of those reproductions which are in excess of 250,000. Kelly Richardson shall invoice you for the fees associated with such excess use and you agree to pay such invoice within 30 days of receipt.

EXTENDED LICENSES extend usage rights of the Content for specific purposes such as Multi-seat use, unlimited prints, electronic items for re-sale and physical products for re-sale. Kelly Richardson offers the following Licenses that are granted SOLELY in the manner and purposes set out in the Terms of this Agreement and listed on the INVOICE that you pay a Licensing Fee to Use. 

You, the Client, must purchase the specific LIcense that grants you the usage rights that are necessary for your appropriate use of the Content. Please determine carefully which License will suit your needs.  Any unauthorized use, use that is restricted, and/or use that is not permitted, as defined by the RF License you purchase, will constitute a copyright infringement. Each Extended License is to be purchased on an individual basis, and available for purchase individually at checkout.  If it is necessary for your appropriate use of the Content to purchase more than one Extended License, you must do so by adding each to the cart separately. Note, not all Content is available for these types of licenses.

 EL-MS Multiple Seats

The Extended Royalty Free License for Multiple Seats grants the additional right to use the Content in an unlimited number of seats capacity within the same organization. This license is applied only for the staff of the organization that holds the account. The number of copies allowed is unlimited for each designer/employee. This license is useful when multiple members of your team need to be able to access your downloaded file, and is also referred to as a Multi Seat Extended License. Note that all other restrictions and restrictions apply.

 EL-UP Unlimited Prints

The Extended Royalty Free License for Unlimited Print Copies grants the additional right to use the Content in an unlimited amount of printed copies for advertising, marketing and promotional materials, newspapers, magazines, books, and product packaging.  Note that all other restrictions and restrictions apply.

 EL-ER Electronic Items for Resale

The Extended Royalty Free License for Electronic Items for Re-sale Usage grants the additional right to use the Content on Digital and Electronic Items for Resale/Distribution: this license includes the right to use the media in web templates that are sold to more customers, screensavers, electronic greeting cards, power point presentations or as wallpapers on cell phones. Maximum number of electronic items is unlimited (applies as a total of each type of usage). Note that all other restrictions and Standard License restrictions apply.

 EL-PR Physical Products for Resale

Extended License for Physical Products for Resale: The Extended Royalty Free License for Resale/Distribution grants the additional right to use the Content in connection with goods or services intended for resale or distribution such as cards, stationery items, paper products, calendars, apparel items, posters, CD’S, DVD’S, mobile applications and other items for resale, license or distribution for profit, with limitations on quantity. This includes online print and on-demand products including postcards, mugs, t-shirts, posters and other items (this includes the sale of products through customized designed websites, as well as sites such as zazzle.com and cafepress.com.Note that all other restrictions and Standard License restrictions apply.

Notwithstanding any other term of this Agreement: (i) no warranty or right or license granted to you (other than in this Clause 4) will apply to any preview of any item of Content displayed in or downloaded from the Website or otherwise provided to you (a “Preview”); (ii) any Preview provided to you may only be used for your internal review and evaluation (and in the case of Video Content, for period not exceeding 30 days from the date such Preview is downloaded or made available to you); (iii) you will limit access to Previews to your representatives who are informed of the terms of this Clause 4; (iv) you will not make available any Product containing the modified or unmodified Preview or a derivative work thereof to any third party, other than to a client which agrees to be bound by this Clause 4; (v) unless and until you or your client purchases a License relating to the Preview, neither you nor your client will exploit, print, publish, display, distribute or publicly stream, broadcast, display or perform any Previews or Product containing the modified or unmodified Preview or a derivative work thereof; and (vi) if you or your client do not purchase a License from Kelly Richardson relating to the Preview (and in the case of Video Content, within 30 days from the date such Preview is downloaded or made available to you), you will permanently delete all copies of the Preview from any and all media. 

1.  Nothing herein is intended or will be construed to transfer or assign any Intellectual Property rights, if applicable, of Kelly Richardson to you. You acknowledge that all right, title and interest in and to the Content and in any Content Information, including, without limitation, any applicable Intellectual Property rights therein remain with Kelly Richardson, and other than the specific rights granted in Clause 3, nothing contained herein will be construed to convey any rights or proprietary interest in the Content to you.
2. The Content as stored, shared or otherwise made available by you must at all times retain any Kelly Richardson source credit, the name of any artist (if applicable), the Content identification reference number, any third party credit or notice, and any other information or metadata associated with the Content (“Content Information”) that is embedded in or provided with the electronic file that comprises any Content. Failure to maintain the integrity of the Content Information referred to in this Clause 5.2 will constitute a material breach of this Agreement.
3. Any Content that is reproduced by you for editorial or news purposes, must include the credit line “Kelly Richardson”,
4. In connection with the use of “Kelly Richardson” or “PetStockImages” any other of Kelly Richardson’s trade names, trademarks, logos or service marks, including the names of all Content collections (“Marks”), you acknowledge and agree that (i) such Marks are and will remain the sole property of Kelly Richardson (as applicable); (ii) nothing will confer upon you any right of use in or to the Marks; and (iii) you will not now or in the future contest the validity of the Marks. 
5. You will immediately notify Kelly Richardson if you become aware or suspect that any third party: (i) has gained access to the Content through you; (ii) is wrongfully using the Content, in whole or in part; or (iii) is violating any of Kelly Richardson’s Intellectual Property rights.

1.  Kelly Richardson guarantees that should any Content contain defects in material or workmanship which are notified in writing to Kelly Richardson within fourteen (14) days of the date of delivery of the Content, then Kelly Richardson will either replace that Content with another digital copy of the Content free from defect or refund the License Fee paid by you to the extent attributable to the defective Content, at Kelly Richardson’s option. 
2. Subject to Clause 8.3, where copyright subsists in the Content, Kelly Richardson warrants that it is authorized by the copyright holder to offer a License on the terms set out in this Agreement. 
3.  Kelly Richardson makes no other warranty, express or implied, including, without limitation, any implied warranties of merchantability or fitness for a particular purpose. Kelly Richardson will not be liable for any loss of profit or loss of revenue, loss of or damage to goodwill, loss of contracts, loss of customers or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the negligence of Kelly Richardson, its servants or agents or otherwise) which arises out of or in connection with this Agreement, even if Kelly Richardson has been advised of the possibility of such loss. Each provision of this Clause 6.3 is to be construed as a separate limitation (applying and surviving even if for any reason one or other of such provisions is held to be inapplicable, unreasonable or unenforceable in any circumstances) and will remain in force notwithstanding the termination or expiry of this Agreement or any License hereunder.
4.  Subject to clause 6.6, Kelly Richardson’s maximum liability arising out of or in connection with this Agreement (whether such liability arises due to breach of contract, negligence or for any other reason) will be limited to five (5) times the total License Fees paid by you during the twelve (12) month period immediately prior to the notification to Kelly Richardson by you of an intention to make a claim under this Agreement.
5. Kelly Richardson will not have any liability for any claims, damages, losses, expenses or costs arising as a result of or in connection with any alteration, cropping, manipulation, editing or any other modifications made to the Content by you or on your behalf or as a result of the context in which the Content is used. 
6. No term of this Agreement will preclude any liability or claim: (i) for death or bodily injury; (ii) for fraud; (iii) arising from willful default or gross negligence on the part of Kelly Richardson or any of its employees, agents or otherwise; or (iv) which cannot be excluded or limited by law.

Any failure to pay or delay in receipt of the License Fee constitutes a material breach of this Agreement. Such material breach entitles Kelly Richardson to immediately terminate this Agreement and any License hereunder and may, in some instances constitute an infringement of copyright and/or other Intellectual Property rights.

Overdue Invoices

1. Unless otherwise agreed by us in writing, all Invoices are payable immediately when content is downloaded by you at checkout when you accept the License and receive the Content download;
2. If you do not make full payment of an Invoice on time we reserve the right to: (i) charge interest on the outstanding amount at the rate of one and a half percent (1.5%) per month from the date payment was due until payment is received by Kelly Richardson and/or (ii) terminate any License granted to you and/or suspend further services for you. 

1.  Unless Content is marked as having a Release available on the Website at the time you download or order it, Kelly Richardson gives no representations or warranties whatsoever: (i) as to the existence of any Releases associated with the Content; (ii) with respect to any names, trademarks, logos, trade dress, uniforms, registered or copyrighted designs, artistic works, architecture or other works depicted in any Content; (iii) with respect to any right of privacy or publicity of any person depicted in the Content; and (iv) in relation to the subject matter depicted or included in the Content and grants no rights in relation to the same. Kelly Richardson will not be liable for any third-party claims relating to the subject matter depicted therein. 
2.  You must satisfy yourself that all Releases as may be required for the Reproduction of the Content have been secured and are appropriate for your intended use. You are solely responsible for obtaining all such Releases and will be solely liable in the event that a suitable Release is not obtained. If you are unsure as to whether any Releases are needed for your Content usage, then it is your responsibility to consult with relevant parties. You will not rely upon any representation or warranty given by Kelly Richardson employees or representatives save as set out in this Agreement. 
3.  Any music, dialogue or other ambient audio contained in any Video is incidental only. Kelly Richardson gives no representations or warranties whatsoever as to the existence of any clearances or permissions relating to any such music, dialogue or audio that may be required and you are solely responsible for obtaining all such clearances or permissions. 
4. Some items of Content may contain placeholder music, dialogue, other audio, text, video and/or images (“Placeholders”). Such Placeholders are intended only for demonstration purposes and Kelly Richardson makes no warranties or representations as to such Placeholders and you are solely responsible for obtaining your own cleared versions of the same.
5.  Failure or refusal by you to secure the relevant Releases for Reproduction of the Content is considered a material breach of this Agreement and a breach of Intellectual Property rights, for which you will be solely liable and for which you will indemnify and hold harmless Kelly Richardson and their respective parents, subsidiaries, successors, assigns, and all employees and agents. This indemnification is in addition to, not in lieu of, the indemnification set forth in Section 9 herein and will survive the expiration or earlier termination of this Agreement. 

You will indemnify, keep indemnified and hold harmless Kelly Richardson and their respective parents, subsidiaries, successors, assigns, and all employees and agents thereof against any and all claims, damages, losses, expenses or costs, including but not limited to any reasonable attorney’s fees, arising out of: (i) any unauthorized use or allegedly unauthorized use of any Content; (ii) any third party claim in relation to your failure to secure any necessary Releases; and (iii) any other breach by you of any of your obligations under this Agreement. The terms of this Clause 9 will survive the expiration or earlier termination of this Agreement. 

You will pay the License Fee to Kelly Richardson in accordance with Clause 14.1, the License Fee depends on the nature of the rights granted. You agree to notify Kelly Richardson in the event that you wish to expand the usage for the Content and pay any additional License Fee. Use of any Content in a manner not specifically authorized under the Terms purchased constitutes a material breach of the Agreement and may in some instances constitute an infringement of copyright and/or other Intellectual Property rights. 

1. If you have not downloaded an item of Content, you may cancel the License and get a full refund within fourteen (14) days of the Invoice date. You will need to send an email to [email protected], with the Invoice number (e.g. IY11110000) and the Content file number (e.g. AT4WHG). If you cancel, you will not be able to use the Content. 
2.  Once you download a purchased item of Content, you agree that you have no right to a refund, unless expressly stated otherwise in this Agreement. 
3. Kelly Richardson may terminate or withdraw your License in relation to the Content based on a potential or actual legal claim. Upon such termination or withdrawal, you and your client (if applicable) must immediately discontinue all future use of the Content, delete the Content and all copies from all magnetic/electronic media and destroy all other copies in its or your possession or control. Kelly Richardson may replace the Content with alternate Content upon its discretion. 
4. This Agreement and any License hereunder will terminate immediately if you: (i) enter into voluntary or compulsory liquidation, have a receiver appointed, or suffer any other insolvency or bankruptcy event, (ii) cease or threaten to cease to carry on trading (if applicable); or (iii) commit a material breach of this Agreement and, if such breach is remediable, it is not remedied within fourteen (14) days of receipt of notice requiring remedy. In the event of termination, all rights granted will immediately revert to us and any further exploitation of any Content may in some instances constitute an infringement of copyright and/or other Intellectual Property rights. 
5.  Any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this Agreement will remain in full force and effect. 

Confidentiality

Each party agrees and undertakes that, both during and after the term of this Agreement, it will keep confidential, will not use for its own purposes and will not without the prior written consent of the other party disclose to any third party (other than to any company in either party’s group of companies) any information concerning the business and affairs of the other (including the terms (but not the fact) of this Agreement) which may become known to such party in connection with this Agreement unless such information is public knowledge, other than as a result of a breach of this paragraph, has been independently acquired from a third party without restriction on disclosure, or is required by law or any regulatory body or for the purposes of litigation by or against either party to be disclosed. 

Data Privacy

We will collect and process personal information either submitted by you or collected by us to enable us to perform our contractual obligations to you and to provide services related to this Agreement. We will at all times adhere to applicable data protection laws and will process your personal information in accordance with our Privacy Policy. 

Condition Of Content As Is

You should make sure that you examine the Content for possible defects (whether digital or otherwise) before sending the Content for Reproduction. Subject to Clause 6.1, Kelly Richardson will not be liable for any loss or damage suffered by you or any third party arising from any alleged or actual defect in any Content or its caption or in any way from its Reproduction. 

Downtime

Due to the nature of server provision, downtime and lost transmissions may occur as part of routine maintenance. You are advised to maintain a copy of your account status and details of Content purchased. 

Audit

You will keep separate and detailed records of all Reproduction of the Content to enable Kelly Richardson to verify your compliance with the Terms. On not less than 10 days prior written notice, Kelly Richardson, or any other person authorized by Kelly Richardson, may inspect any records, accounts and/or servers during normal business hours relating to the Reproduction of the Content to ensure that the Content is being used in accordance with this Agreement. This right of inspection will remain in effect for a period of one (1) year after the expiry or termination of any License granted to you. 

1. Kelly Richardson reserves all rights to claim the royalties, levies, mechanical copying charges and other payments available from collective management organizations or other representative bodies in connection with secondary uses of the Content as incorporated in the end use (“Secondary Licensing Fees”), and you do not acquire any right, title or interest enabling you to claim or collect any Secondary Licensing Fees on our behalf, or on behalf of the authors we represent. 
2. The License is conditional on you not being aware of or having received, prior to licensing any Content, any correspondence, representations, complaints or claims from Kelly Richardson (collectively “Claims”) alleging that the Content in question is in breach of copyright or other third party Intellectual Property rights or is in some other way unauthorized. Any such Claims existing at the time the Content is purported to be Licensed will render any License granted void from the beginning. Any use of in-copyright Content in a manner not expressly authorized by this Agreement may constitute copyright infringement, entitling Kelly Richardson to exercise all rights and remedies available to it under copyright laws around the world. You will be responsible for any damages resulting from any such copyright infringement, including any Claims by a third party. In addition, and without prejudice to Kelly Richardson’s other remedies under this Agreement, Kelly Richardson reserves the right to charge and you agree to pay a fee equal to up to five (5) times Kelly Richardson’s standard License fee for the unauthorized use of the Content. 
3. You shall ensure that you provide and maintain a valid and accessible email address supplied to Kelly Richardson at registration or as updated and notified to Kelly Richardson from time to time. Kelly Richardson may contact you or provide any notice to you under these Terms at the email address, postal address, telephone number, or using any other communication method provided by you when you register. 
4. Except where expressly stated otherwise in these Terms, no variation of any of these Terms will be effective unless in writing and signed by Kelly Richardson and you. 
5. No action of Kelly Richardson, other than an express written waiver, may be construed as a waiver of any Clause of this Agreement. In the event that Kelly Richardson waives any specific part of this Agreement, such fact does not mean that any other part is waived. 
6.  This Agreement and the Terms overrides any terms contained in any purchase order or other communication sent by you, and no act or inaction by Kelly Richardson can be taken as acceptance of your offered terms. If any provision of this Agreement is held to be void or unenforceable in whole or in part, this Agreement will continue in force in relation to the unaffected provisions and the remainder of the provision in question
7.  Neither party will be liable to the other under or in connection with this Agreement for any failures, interruptions, delays or other matters of a similar nature arising out of circumstances beyond its reasonable control. 
8. Subject to Clause 3.3.11, neither party will assign, sub-contract, sub-license or otherwise transfer its rights or obligations under this Agreement without the prior written consent of the other party, not to be unreasonably withheld or delayed. 
9. In the event Kelly Richardson retains an attorney or collection agency to collect any outstanding payment due by you, you agree to pay all collection costs, attorneys’ fees and court costs relating thereto, in addition to any outstanding amounts due and applicable interest. 
10. California Law; Arbitration. This Agreement shall be governed and construed under the applicable laws of the State of California. The parties hereto agree that any claim of violation of this Agreement or arising out of or related to this Agreement shall be resolved finally through binding arbitration before a neutral, mutually-selected arbitrator, pursuant to the procedural rules of either the American Arbitration Association or JAMS/Endispute. The prevailing party in any such dispute shall be entitled to an award of fees and costs, including attorneys’ fees, as well as all other available forms of relief or damages. The arbitration proceedings will be conducted in English and all documentation will be presented and filed in English. The decision of the arbitrator will be final and binding on the parties, and judgment may be entered on the arbitration award and enforced by any court of competent jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not govern this agreement. The prevailing party will be entitled to recover its reasonable legal costs relating to that aspect of its claim or defense on which it prevails, and any opposing costs awards will be offset. Notwithstanding the foregoing, Kelly Richardson will have the right to commence and prosecute any legal or equitable action or proceeding before any court of competent jurisdiction to obtain injunctive or other relief against you in the event that, in the opinion of Kelly Richardson, such action is necessary or desirable to protect its intellectual property rights. The parties agree that, notwithstanding any otherwise applicable statute(s) of limitation, any arbitration proceeding will be commenced within two years of the acts, events or occurrences giving rise to the claim. 
11. You recognize that the Content possesses a special, unique and extraordinary character which makes difficult the assessment of monetary damages which Kelly Richardson might sustain by an unauthorized use. You agree that irreparable injury would be caused to Kelly Richardson by such unauthorized use, and that injunctive relief may be appropriate in the event of breach of this Agreement. 
12. If after notice to you, you fail to take any action which you are obliged to take hereunder, Kelly Richardson will have the right and option, but not the duty, to bring an action for specific performance to compel such action, and obtain all reasonable costs, expenses, attorney’s fees and disbursements with respect thereto if such specific performance is awarded by a court of competent jurisdiction. 
13. This Agreement will be binding upon and inure to the benefit of the parties hereto and their respective legal representatives, successors, and assigns. 
14. his Agreement supersedes all prior understandings both oral and written between the Parties. 

Contact

If you have concerns relating to this Agreement, please contact Kelly Richardson at [email protected]

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