Legal

COPY RIGHT STATEMENT

License Agreement

Tara Hatzidakis|Terra Dak Studio License Agreement

PLEASE READ THIS AGREEMENT CAREFULLY AND IN ITS ENTIRETY BEFORE YOU

DOWNLOAD OR USE ANY CONTENT. BY CONFIRMING THE PURCHASE OF THE CONTENT

OR DOWNLOADING THE CONTENT YOU HAVE SELECTED FROM THIS WEBSITE YOU

AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT AND THE CONTENT USAGE

RESTRICTIONS CONTAINED HERIN. IF YOU DO NOT WISH TO ACCEPT THE TERMS OF

THIS AGREEMENT, PLEASE DELETE THE UNUSED CONTENT AND NOTIFY TERRA DAK STUDIO

BY EMTAIL TO THE FOLLOWING ADDRESS WITHIN 10 DAYS FROM

THE INVOICE DATE FOR A FULL REFUND: terradakstudio@gmail.com

THIS IS A LICENSE AGREEMENT BETWEEN YOU, YOUR EMPLOYER OR COMPANY, OR

OTHER ENTITY ON WHOSE BEHALF YOU ARE ENTERING INTO THIS AGREEMENT (“YOU”)

AND Tara Hatzidakis|Terra Dak Studio (“Tara Hatzidakis|Terra Dak Studio”).

1. Definitions

• “Content” means photographs, vectors, drawings, cinemagraphs, illustrations, fonts, graphics

and any other such digital material featured on the Terra Dak Studio website or archives and

that has been selected and identified on the invoice.

• “Footage” means any moving Content, animations, films, videos or other audio/visual

representations, excluding still Content, recorded in any format that are available for license

from the Terra Dak Studio website or archives.

• “Image(s)” means photographs, vectors, drawings, cinemagraphs, and the like available for

license from the Preserved Light website or archives.

• “Terms” means the terms of service set out in this Agreement and includes the terms

contained in the Invoice. The terms contained in the Invoice replace those in this Agreement

to the extent of any inconsistency.

• “Contributor” means the owner of the copyright in the Content or their agent(s) who have

submitted the Content to Terra Dak Studio.

• “Invoice” means the computer-generated or pre-printed invoice provided by Preserved Light

that may include, without limitation, details of the Content selected, any limitations on the

License in addition to those specified herein, the key terms of the License and the

corresponding price for the License. The terms contained in the Invoice shall be incorporated

in this Agreement and all references to the Agreement shall include those terms.

• “License” means the non-exclusive (unless otherwise states in the Invoice) non-sub-licensable

right Terra Dak Studio grants to you to use the Content

• “Reproduction” includes any form of copying or publication of the whole or part of any

Content whether by printing, slide projection or other display (whether or not to an

audience), electronic, digital or mechanical means, use as a reference by an artist or in an

artist’s illustration or by any other means. Reproduction further includes the copying or

distortion or manipulation of the whole or part of any Content (for example, by computer,

electronically, digitally by an artist or by any other means), event though the resulting content

may not appear to a reasonable person to be derived from the original Content.

• “Release” means a model or property release or any other release of a third party right or

other permission which it is necessary or desirable to obtain in respect of any Content.

• “License Fee” means any sum or sums payable to Terra Dak Studio by you in

respect of the License.

• “Non-Exclusive Right” means you do not have exclusive rights to use the content. Preserved

Light can license the same content to other customers.

• “Comp Use” means content that is copied, modified and incorporated in materials for

sample use including comprehensive layouts.

• “Model” means any person depicted in Content.

2. Grant of rights and restrictions

• Tara Hatzidakis|Terra Dak Studio grants to you a personal, non-exclusive (unless otherwise stated on Invoice),

non-sub-licensable and non-assignable right to reproduce the Content solely in the manner

and for the purposes set out in the Invoice. The Content may only be copied, modified and

incorporated in materials for sample use including comprehensive layouts (“Comp Use”). The

Content may only be used in any final materials distributed internally or to the public once

the image(s) have been purchased and an appropriate license obtained. All other rights are

reserved to Preserved Light Photography. You must contact Terra Dak Studio at

terradakstudio@gmail.com to obtain a license for additional use. Other than for Comp Use,

Content may not be used in any way, until an invoice granting usage rights is issued and paid

in full.

This right may be exercised by your clients, provided that such clients agree to comply with

all the Terms. When exercising this right you must ensure any notice of copyright, trademark

or other propriety right is not removed from any place where it is placed on or embedded in

the Content.

• Use of Content. Use of the Content is strictly limited to the use, medium, period of time,

print run, placement, size of licensed material, territory and any other restrictions specified in

the Invoice so long as any notice of copyright, trademark or other propriety right is not

removed from any place where it is placed on or embedded in the Content.

3. General Restrictions on Use of Content

You shall not under any circumstances:

• Use Content beyond the terms of this License Agreement without first obtaining

additional License(s), including but not limited to any electronic reproduction or

additional promotional rights.

• Remove any watermarks or copyright notices contained in the Terra Dak Studio Content.

• Create any derivative use of Content unless indicated on the invoice.

• Sublicense, re-license, rent or lease the Content.

• Use Content designated “Editorial Use Only” for commercial purposes.

• Archive, republish or transmit any images on any database or to a network or bulletin

board or otherwise distribute or allow any of the Content to be distributed to or used by

anyone other than the authorized you without prior written consent from Preserved Light.

• Use Content in any electronic template or application, including those that are web-based,

where the purpose is to create multiple impressions of an electronic or printed

product, including, but not limited to, website designs, presentation templates, electronic

greeting cards, business cards or any other electronic or printed matter without obtaining

a license for such purpose.

• Use Content to promote a business that sells or licenses photographic images, or

otherwise competes with Tara Hatzidakis|Terra Dak Studio in any manner.

• Ship, transfer or export the Content into any country or use the Content in any manner

prohibited by any export laws, restrictions or regulations.

• Use Content in a manner that fringes upon any third party’s trademark or other intellectual

property, or would give rise to a claim of deceptive advertising or unfair competition.

• Use any Content (in whole or in part) as a trademark, service mark, logo, or other

indication of origin, or as part thereof.

• Use “stills” derived from Footage except solely in connection with the in-context

marketing, promotion, and advertising of your derivative works incorporating the

Footage.

• Falsely represent, expressly or by way of reasonable implication, that any Content was

created by you or a person other than the copyright holder(s) of that Content.

• You must abide by any restriction on use notified to you by Terra Dak Studio before, after

or at the time of delivery of the Content, either in the information accompanying the

Content, the Invoice or otherwise.

4. Limited Use of Content

A License to use Content on or in a product does not imply any right on your part to use the

Content in any manner in the advertising or promotion of such product, which right must be

separately negotiated.

5. Sensitive Use of Content

You shall not under any circumstances:

• Portray any person depicted in the Content (a “Model”) in a way that a reasonable person

would find offensive, including but not limited to depicting a Model: a) in connection with

pornography, “adult videos”, adult entertainment venues, escort services, dating services,

or the like; b) in connection with advertisement or promotion of tobacco products; c) in a

political context, such as the promotion, advertisement or endorsement of any party,

candidate, or elected official, or in connection with any political policy or viewpoint; d) as

suffering from, or medicating for, a physical or mental ailment; or e) engaging in immoral or

criminal activities.

• Use the Content in any manner that would be deemed offensive to the Model. Offensive

uses include but are not limited to the use of a Content that involves or implies illegal

activities, medical conditions or procedures, other health and mental health issues,

substance abuse, welfare or economic aid, dating agencies, sexual preference, teen

pregnancy, abortion and adoption, political or religious affiliation, smoking or alcohol

usage, feminine hygiene, incontinence or impotence.

• Use any Visual Content in a pornographic, defamatory, or deceptive context, or in a manner

that could be considered libelous, obscene, or illegal.

• If any Content featuring a Model is used in (1) a manner that would lead a reasonable

person to believe that the model personally used or endorses a product or service; or (2) in

connection with a subject that would be unflattering or controversial to a reasonable

person, you must accompany each such use with a conspicuous statement that indicated

that the “person so pictured is a model and the Content is used for illustrative purposes

only”.

6. Accuracy of Content

Terra Dak Studio does not warrant the accuracy of the captioning, keyboarding or any other

information associated with the Content.

7. User Compliance

Tara Hatzidakis|Terra Dak Studio, after reasonable notice, may inspect any records, accounts and

books relating to the Reproduction or any of the Content to ensure that the Content is being

used in accordance with this Agreement.

8. User Deletion of Content

You may store the Content in a digital library, network configuration or similar arrangement to

allow them to be viewed within your organization and by your clients but you must retain the

numbers and any other information as may be invisibly embedded in the electronic files

containing the original Content. When your license period or license purpose as set out in the

Invoice ends, you must promptly delete the Content from your computer or other electronic

storage system. Any subsequent re-uses of the Content must be agreed with Terra Dak Studio

in advance of licensing to ensure the Content is available under the rights you

require.

9. Singularity of Use

The Content may not be sub-licensed, resold or otherwise made available for use or

distribution separately or detached from a singular product or web-page. For example, the

Content may be used as an integral part of a web page design, but may not be made available

for downloading separately or in a format designed or intended for permanent storage or reuse

by website users for a different webpage or product. Similarly, your customers may be

provided with copies of the Content as an integral part of work product, but may not be

provided with the Content or permission to use the Content separately.

10. Credit and Copyright Notice

• Artist Credit. No ownership or copyright in any Content shall pass to you by the

issue of the License. Credit attributions are not required in connection with any other use of

Images unless another stock Content provided is afforded credit in connection with the same

use. In all cases the credit and attribution shall be of such size, color and prominence so as

to be clearly and easily readable by the unaided eye.

• Credit Lines. Unless otherwise agreed in writing, if any Content is reproduced by you for

editorial purposes (i.e. for any non-promotional purpose) you must include the credit line:

"Tara Hatzidakis|Terra Dak Studio", or any other credit line specified by

Terra Dak Studio. If a credit line is omitted then an additional fee equal to thirty percent (30%)

of the original amount invoiced attributable to the Content in question shall be payable by

you.

If and where commercially reasonable, the use of Content in Merchandise or Production shall

be accompanied by a credit to Terra Dak Studio in substantially the following

form:

• “Image(s) or Footage (as applicable), used under license from Terra Dak Studio

”

• Terra Dak Studio’s copyright notice and Content identification reference

which will appear in the Content file must remain with your digital copy of the Content at

all times. You will retain the copyright notice, the name of Terra Dak Studio,

the respective artist, and any other information or metadata that is embedded in the

electronic file that comprises any Content which you have downloaded from the Website

or otherwise received from Preserved Light. Failure to maintain the integrity of the

11. Warranty and Limitation of Liability

• Defective Content. If any Content contains defects in material or workmanship and these are

notified in writing to Terra Dak Studio within thirty (30) days from the date of

delivery of the Content then Preserved Light will either replace the 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 Terra Dak Studio’s option.

• No Warranty. Preserved Light makes no other warranty, express or implied, including,

without limitation, any implied warranties of merchantability or fitness for a particular

purpose.

• Limitation of Liability. Neither Terra Dak Studio nor its contributors shall be liable to you or

any other person or entity by reason of any representation (unless fraudulent) or any implied

warranty, condition or other term, or any duty at common law, or under the express terms of

this Agreement for any loss of profit or any indirect, special or consequential loss, damage,

costs, expenses or other claims (whether caused by the negligence of Preserved Light, its

servants or agents or otherwise) which arises out of or in connection with this Agreement,

even if Terra Dak Studio has been advised of the possibility of such damages, costs or losses.

Preserved Light’s maximum liability arising out of or in connection with your use of or inability

to use the Content (whether in contract, tort or otherwise) shall, to the extent permitted by

law, be limited to five (5) times the value paid by you for the relevant Content.

• The terms shall not preclude any liability or claim for death or bodily injury or any claim

arising from wilful default or gross negligence on the part of Terra Dak Studio or any of its

employees, agents or otherwise. Each provision is to be constructed as a separate limitation

(applying and surviving even if for any reason one or other of such provisions is to be

inapplicable, unreasonable or unenforceable in any circumstances) and shall remain in force

notwithstanding the termination of this Agreement.

12. Payment

No reproduction of any Content is authorized until payment in full has been received by

Terra Dak Studio. Any Reproduction by you or on your behalf prior to payment being received

by Terra Dak Studio constitutes a breach of this Agreement which entitles Preserved Light to

immediately terminate this Agreement and further constitute an infringement of copyright.

13. Indemnity

You agree to indemnify and hold Terra Dak Studio and its Contributors harmless against any

claims, damages, losses, expenses or costs, including legal costs, arising in any manner

whatsoever from your unauthorized use of any Content supplied to you by Preserved Light, on

behalf of the Contributor, or any other breach by you of any of your obligations under this

Agreement.

14. Release Information

• Sufficient Release. You must satisfy yourself that all Releases as may be required for

Reproduction of the Content have been secured. You are solely responsible for obtaining all

such Releases and the License is conditional in each case on your obtaining them. 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 shall not rely upon any representation or

warranty given by Terra Dak Studio employees or representatives save as set out in this

Agreement.

• No warranty of Release. Terra Dak Studio gives no representations or warranties whatsoever

as to the existence of all required Releases associated with the Content or with respect to the

use of names, trade marks, logos, uniforms, registered or copyrighted designs or artistic

works depicted in any Content.

15. License Fee

The License Fee depends on the nature of the rights granted. You agree to notify Terra Dak Studio

in the event that you desire to expand the usage for the Content and pay any additional

License Fee. Use of Content in a manner not specifically authorized under the terms set out in

the Invoice or otherwise in the Agreement constitutes a breach of the Agreement and an

infringement of copyright.

16. 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.

17. Miscellaneous Terms

• Insolvency or Bankruptcy Proceedings. The License will terminate immediately if you a)

enter into voluntary or compulsory liquidation, b) have a receiver appointed or c) fail to

perform any of your obligations under the Agreement within 28 days of our giving you notice

to comply. In the event of termination, all rights granted will immediately revert to us and any

further exploitation of any Content shall constitute an infringement of copyright.

• No Variation of Terms and No Waiver. No variation of any of these Terms shall be effective

unless in writing and signed by Terra Dak Studio and you. No action of Terra Dak Studio, other

than an express written waiver, may be construed as a waiver of any clause of this Agreement.

In the event that Terra Dak Studio waives any specific part of this Agreement, such fact does

not mean that any other part is waived. In the event of any inconsistency between the Terms

and the terms contained in any purchase order or other communication sent by you, the

terms of this Agreement shall prevail.

• Should any clause of this Agreement be found illegal or enforceable, that will not affect any

other clause and each will remain in full force and effect.

. If Terra Dak Studiot is required to enforce its rights as a result of any breach of

these terms, whether legal proceedings are commenced or not, you agree to indemnify

Terra Dak Studio in respect of all reasonable legal fees and costs incurred by Tara Hatzidakis|Terra Dak Studio

in relation thereto.

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