Sedona Aromatics Photography Terms of Service

Introduction

This is a legal agreement between you (Client) and Sedona Aromatics (Licensor). This agreement applies when the Client purchases or licenses any photography services or related deliverable images (Licensed Material) from Sedona Aromatics. By purchasing, downloading or using Licensed Material provided by Sedona Aromatics, the Client agrees to the terms described within this license contract.

Print License

By purchasing the selected photographs (the “Prints”) you hereby agree and acknowledge that you are not acquiring any right, title or interest in or to the Print(s) or any associated copyrights, other than the right to possess, hold and use the Print(s) for non-commercial purposes. Furthermore, you agree that you will: (i) not scan, copy, duplicate or otherwise reproduce the Print(s), (ii) not use the Print for any commercial purpose, without the express written consent of the photographer and (iii) indemnify Sedona Aromatics and its affiliates, officers, members, managers, employees and agents against any claims, losses or damages incurred as a result of or in connection with your breach of the foregoing restrictions.

You also hereby acknowledge that the Prints are being produced and manufactured by a third party chosen by the Licensor, and that Sedona Aromatics is not involved nor otherwise responsible or liable for the production, manufacture, or delivery of such Prints.

Personal Use Electronic Download

By purchasing the selected photographs (the “Images”) you hereby agree and acknowledge that you are not acquiring any right, title or interest in or to the Images(s) or any associated copyrights, other then the right to possess, hold and use the Images(s) for personal, non-commercial purposes. Furthermore, you agree that you will: (i) not scan, copy, duplicate, distribute or otherwise reproduce the Images(s), (ii) not use the Images for any commercial purpose, without the express written consent of the photographer and (iii) indemnify Sedona Aromatics and its affiliates, officers, members, managers, employees and agents against any claims, losses or damages incurred as a result of or in connection with your breach of the foregoing restrictions.

Royalty Free Image and Film License Agreement

THIS IS A LEGAL AGREEMENT BETWEEN THE LICENSEE (AS DEFINED BELOW) AND THE LICENSOR (AS DEFINED BELOW). THIS AGREEMENT APPLIES TO CERTAIN LICENSES ISSUED VIA SEDONAAROMATICS.COM WEBSITE (THE “SITE”), AND IS APPLICABLE TO ONLINE, DIGITAL AND ANALOGUE (PHYSICAL) DELIVERY OF LICENSED MATERIAL (THE “AGREEMENT”). THE LICENSOR AND LICENSEE HEREBY ACKNOWLEDGE AND AGREE THAT NEITHER THE SITE NOR ITS OWNER, AROMATICS AND BLOOMS, LLC (COLLECTIVELY, “SEDONA AROMATICS”), IS A PARTY TO THIS AGREEMENT AND NO CLAIM SHALL BE MADE BY THE LICENSOR, THE LICENSEE OR ANY OF THEIR AFFILIATES AGAINST SEDONA AROMATICS OR ITS AFFILIATES FOR ANY LOSS, DAMAGE OR ANY DISPUTE RELATING TO THE LICENSED MATERIAL (AS DEFINED BELOW) AND THE LICENSOR AND THE LICENSEE WAIVE ANY AND ALL CLAIMS AND CAUSES OF ACTIONS AGAINST SEDONA AROMATICS TO THE FULLY EXTENT PERMITTED UNDER LAW. THE LICENSOR AND LICENSEE HEREBY AGREE TO JOINTLY AND SEVERALLY INDEMNIFY SEDONA AROMATICS AGAINST ANY CLAIM, DAMAGE, EXPENSE OR OTHER LOSS INCURRED BY SEDONA AROMATICS AND ITS AFFILIATES AS A RESULT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE MATTERS REFERENCED HEREIN.

1. Definitions. In this Agreement the following definitions apply:

1.1 “Invoice” means the computer-generated or pre-printed invoice provided by or through the Site that may include, without limitation, names of the Licensor and Licensee, the permitted scope of use of the Licensed Material or Content selected and the corresponding price for the license of such Licensed Material or Content.

1.2 “Licensed Material or Licensed Content” means any still image, film or video footage, audio product, visual representation generated optically, electronically, digitally or by any other means, including any negatives, transparencies, film imprints, prints, original digital files or any Reproductions thereof, or any other product protected by copyright, trademark, patent or other intellectual property right, which is licensed to Licensee by Licensor under the terms of this Agreement. Any reference in this Agreement to the Licensed Material or Content shall be to each individual item within the Licensed Material or Content and also to the Licensed Material or Content taken as a whole.

1.3 “Licensee or Client” means the person or entity set forth in the applicable Invoice as the “licensee or client” and receiving the rights to the Licensed Materials or Content as specified hereunder.

1.4 “Licensor” means the person or entity set forth on the Invoice as the “licensor” and granting the rights to the Licensed Materials or Content as specified hereunder. For the avoidance of doubt, Sedona Aromatics is the Licensor.

1.5 “Reproduction” and “Reproduce” mean any form of duplication, copying or publication of any or all of the Licensed Material, via any medium and by whatever means, and/or the distortion or manipulation of the whole or any part of the Licensed Material or Content and the creation of any derivative work from the Licensed Material or Content.

1.6 “User” means any employee or subcontractor of the Licensee who manipulates, edits, or modifies the original digital file containing the Licensed Material or Content or incorporates the Licensed Material or Content within any derivative work.

License Types

This Standard Commercial Photography License Agreement (Standard Commercial License) allows the client to use Licensed Content in accordance with predetermined guidelines, as outlined in the Licensed Content Usage section below.

Dependent upon intended usage of Licensed Content, or additional project expenses, in some cases, Sedona Aromatics may require adherence to an Extended Commercial Photography License Agreement (Extended Commercial License).

Licensed Content Usage

This Standard License allows the Client to use royalty-free Licensed Content without expiration, in any geographic region, for an unlimited number of times. The Client may use Licensed Content for personal or commercial reasons, in any medium or format, except as outlined in the Restricted Usage section of this agreement.

The Client understands that Licensed Content is provided for their exclusive use for a period of one year from the date of agreement ratification, after which it may be used by other licensed parties at the sole discretion of Sedona Aromatics. Agreement ratification is defined as the date that the Client authorizes photography services in writing, including by email.

The Client’s employees or subcontractors may access and use Licensed Content at the direction of the Client, and only in relation to the Client’s own projects.

Restricted Usage

The Client understands and agrees to the following restrictions on the use of Licensed Content:

Unlawful Use – The Client will not use Licensed Content in any defamatory manner, or in violation of any applicable laws.
File Storage – The Client will store only 2 copies of any Licensed Content file, and will not store such copies in any manner that allows for downloading or redistributing the file in its original format.
Pornographic Use – The Client will not use Licensed Content in relation to any pornographic subject matter.
Sensitive Use Disclaimer – If the Client uses Licensed Content in connection with subject matter that could be interpreted as controversial in nature, the Client agrees to indicate that the Licensed Content is for example purposes.
False Representation – The Client will not falsely represent that they are the original creator of the Licensed Content. The use of licensed images without attribution is not considered False Representation.
On-Demand Products – The Client will not use Licensed Content for the creation or production of on-demand or made-to-order products, such as, but not limited to, postcards, mugs, t-shirts, calendars, or computer desktop wallpapers.
Template Usage – The Client will not use Licensed Content for the creation of digital templates intended for resale or other distribution.
Logo Usage – The Client will not use Licensed Content as part of a trademark, service mark, business name, or logo.

Intellectual Property Rights

The Client understands that Sedona Aromatics retains all ownership and copyrights to Licensed Content. Any rights not expressly granted in this agreement are reserved by Sedona Aromatics. The Client is granted limited use of Sedona Aromatics names and logos for the purpose of attribution.

License Termination

Sedona Aromatics may terminate this agreement at any time if the Client breaches the terms of this or any other agreement with Sedona Aromatics. When this agreement is terminated, the Client agrees to cease using Licensed Content specified by Sedona Aromatics and destroy any stored copies of such data.

Representations and Warranties

Sedona Aromatics does not guarantee the accuracy of Licensed Content categories, descriptions, keywords, captions, or titles. The Client agrees that all Licensed Content is provided “as is” without representation, warranty, or condition of any kind.

Indemnification

The Client agrees to indemnify and hold harmless Sedona Aromatics from any and all liabilities, damages, and expenses stemming from the use of Licensed Content.

General Provisions

The Client understands and agrees to the following general provisions of this contract:

Assignment – The Client is bound by this agreement and may not assign it to other individuals or businesses without the express written consent of Sedona Aromatics. Sedona Aromatics reserves the right to assign this agreement to any successor, without notice or consent.

Licensed Content Audit – The Client agrees to provide Sedona Aromatics with samples, photographs, or illustrations of Licensed Content in use. Sedona Aromatics may audit the Client’s usage of licensed content to ensure compliance with this agreement. If the Client is found to be using Licensed Content in a manner outside of accordance with this agreement, the Client agrees to reimburse Sedona Aromatics for the cost of the audit.
Governing Law – This agreement will be governed by the laws of the state of Arizona, in the United States of America. The Client agrees to resolve any initial legal disputes in Yavapai County, Arizona courts.
Severability – If any of the provisions of this agreement are found to be invalid, illegal, or unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions will not be affected.
Entirety – No terms or conditions outlined in this agreement may be modified by either party without the express consent of both parties, in writing.
Notice – Any notices for Sedona Aromatics pertaining to this agreement or Licensed Content should be sent via email to sharon@sedonaaromatics.com. Sedona Aromatics will send any such notices to the Client’s email account used when scheduling photography services or purchasing or registering Licensed Content.

Questions or comments about this license agreement may be emailed to sharon@sedonaaromatics.com.