royalty free license agreement
1. ESSENTIAL INFORMATION
PLEASE READ THE FOLLOWING TERMS AND CONDITIONS. YOUR ACCEPTANCE
OF THESE TERMS IS AN ABSOLUTE CONDITION OF YOUR USE OF THIS PRODUCT.
a) Geographic limits:
This License Agreement governs your use of mvlandscapes.com Royalty
Free Image(s) ("the Image(s)"), provided by Heather Goff,
Inc. ("mvlandscapes.com"). mvlandscapes.com licenses
to you the use of the Image(s) only as provided below in the United
States and other countries on a non-exclusive and non-transferable
basis. 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 mvlandscapes.com.
b) Number of Users:
THIS IS A TEN (10) PERSON MULTI-LICENSE AGREEMENT. You and nine
(9) other designated people are permitted to use the Image(s).
THIS IS NOT A SIMULTANEOUS USE LICENSE. You may not allow more
than ten designated people, whether employees or contractors, access
to or use of the Image(s), even if only ten people are using the Image(s)
at the same time. You may not use the Image(s) on a server or
create any other image library that permits access to more than ten
designated people. You may only use the image on websites that you
own. You may not use one image for multiple client websites or websites
with different owners.
c) Permitted Uses. You may:
(i) Back up, copy, or archive the Image(s) as necessary for internal
use, and only as necessary for that use. Any copy or archive you make
must include the Image's copyright information.
(ii) Use the Image(s) in any electronic or print media, including
advertising and editorial use, and consumer merchandise.
(iii) Use the Image(s) for any items for resale, including book covers
and consumer merchandise, provided these products are not intended
to allow the re-distribution or re-use of the Image(s).
(iv) Modify or alter the Image(s) as necessary for your use, as allowed
for elsewhere in these terms and conditions, provided that the rights
to any derivative work shall belong to mvlandscapes.com. You may use
such derivative work only as permitted in accordance with these terms
and conditions. All copyrights with respect to such derivative
work are assigned to mvlandscapes.com, which assignment the parties
hereby agree is valid under the U.S. Copyright Law. If requested by
mvlandscapes.com, you agree to execute a written assignment of any
such copyrights with respect to such derivative work.
(v) In the normal course of workflow, convey to a third party (such
as a printer) temporary copies of the Image(s) that are integral to
your work product and without which the product could not be completed.
d) Prohibited Uses: You may not:
(i) Transfer the rights to the Image(s), CD-ROM or accompanying materials
(if applicable), except as specifically provided for elsewhere in
this Agreement. All other rights are reserved by mvlandscapes.com.
(ii) Reverse engineer, decompile, or disassemble any part of the Image(s),
CD-ROM or accompanying materials (if applicable), subject to applicable
(iii) Copy or reproduce the Image(s), CD-ROM or accompanying materials
(if applicable), except as specifically provided for in paragraph
(iv) Remove any copyright or trademark from any place where it appears
on the Image(s) or its accompanying materials.
(v) Use the Image(s) in any way that could be considered defamatory,
libelous, pornographic, obscene, immoral, or fraudulent.
(vi) Display the Image(s) in any digital format or for any digital
use at a resolution greater than 640x480 pixels, except in editorial
or preliminary design work. Doing so will be viewed as an attempt
to distribute the Image(s) in violation of this Agreement. We are
specifying this so that no one can steal the Image(s) from you, even
if that was not your intention.
(vii) Use the Image(s) or any part of it as part of a trademark, service
mark, or logo. mvlandscapes.com retains the full rights to the
Image(s), and therefore you cannot establish your own rights
over any part of it.
(viii) Re-sell, distribute or sub-license the Image(s), CD-ROM
(if applicable), or the rights to use the Image(s) to anyone for any
purpose, except as specifically provided for elsewhere in this agreement.
mvlandscapes.com is in the business of licensing images to its customers.
It is the specific intent of this provision to prohibit a purchaser
or licensee of mvlandscapes.coms images from using the Image(s)
to enter, either directly or indirectly, a similar or competing business.
It is also prohibited to use the Image(s) in a product whereby the
purchaser or licensee of that product can then use the Image(s) for
its own purposes.
3. PAYMENT TERMS
No rights are granted until the invoice 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 mvlandscapes.com within
five (5) days of the receipt of the invoice. Prices can be found
on mvlandscapes.com's website or by emailing firstname.lastname@example.org.
4. TERMS AND PHOTO CREDIT
This License is effective until it is terminated. You can terminate
this license by destroying the Image(s), along with any copies or
archives of it, and any CD-ROM or accompanying materials (if applicable),
and ceasing to use the Image(s) for any purpose.
The license also terminates if at any time you fail to comply with
the terms of this Agreement. If this happens, you hereby agree to
destroy all copies and archives of the Image(s), to cease using the
Image(s) for any purpose, and to confirm to mvlandscapes.com in writing
that you have complied with these requirements.
mvlandscapes.com requests the phrase Photo: mvlandscapes.com
appear adjacent to the Image or on a credit page.
5. LIMITED WARRANTY
mvlandscapes.com represents that it has the right to enter into this
Agreement and has the right to grant this license under these terms.
mvlandscapes.com warrants that the Image(s) and/or CD-ROM (if applicable)
will be free from defects in materials and workmanship under normal
use for a period of 30 days from the date you download or receive
EXCEPT AS PROVIDED ABOVE, THE IMAGE(S), CD-ROM AND ACCOMPANYING MATERIALS
(IF APPLICABLE) ARE PROVIDED "AS IS" WITHOUT WARRANTY
OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED
TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE. mvlandscapes.com DOES NOT WARRANT THAT THE IMAGE(S) WILL
MEET YOUR REQUIREMENTS OR THAT ITS USE WILL BE UNINTERRUPTED OR ERROR
FREE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE IMAGE(S)
IS WITH YOU. SHOULD THE IMAGE(S) PROVE DEFECTIVE, YOU (AND NOT mvlandscapes.com
OR AN AUTHORIZED PERSONNEL OR OTHER COMPUTER DEALER) ASSUME THE ENTIRE
COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION.
Certain states do not allow the exclusion of implied warranties, so
the above exclusion may not apply to you. You have specific rights
under this warranty, but you may have others, which vary from state
6. LIMITATION OF REMEDIES
a) Replacement or Refund:
mvlandscapes.coms entire liability and your exclusive remedy,
with respect to any claims arising out of your use of the Image(s)
or CD-ROMs (if applicable), or out of your actions in downloading
the Image(s), shall be as follows:
Downloaded Images: If the images cannot be emailed to you, you may
be permitted to download the Image(s), at a location mvlandscapes.com
will provide for you. If you continue to be unable to download
the Image(s), mvlandscapes.com will refund your money, provided mvlandscapes.com
determines in its sole and absolute discretion that you have been
unable to download the Image(s) successfully.
CD-ROMs: As provided for in the warranty above, you can receive a
replacement CD-ROM by returning the CD-ROM and a copy of your receipt
to mvlandscapes.com, or to a distributor authorized by mvlandscapes.com.
If mvlandscapes.com or its authorized distributor is unable to provide
you with a replacement CD-ROM which is free from defects in materials
or workmanship, you may terminate this Agreement by returning the
CD-ROM and mvlandscapes.com will refund your money.
b) No Money Damages:
Under no circumstances whatsoever will mvlandscapes.com be liable
to you for any damages, including any lost profits, lost savings,
or other incidental or consequential damages arising out of the use
or inability to use the Image(s) even if mvlandscapes.com or a distributor
authorized by mvlandscapes.com has been advised of the possibility
of such damages, or for any claim by any other party. Some states
do not allow the limitations or exclusion of liability for incidental
or consequential damages, so the above limitation or exclusion may
not apply to you.
You agree to indemnify and hold mvlandscapes.com harmless against
all claims or liability asserted against mvlandscapes.com arising
out of or in connection with any breach of any of the terms of this
a) Restricted Rights to the US Government:
If the Image(s) is purchased by or provided to the United States Government
then it is provided with restricted rights. Such restricted
rights are defined in the Defense Department Supplement to the Federal
Acquisitions Regulations (FAR) in paragraph S2.227.19(c)(2)
of the FAR. Your use of the Image(s) must be in compliance with all
laws and regulations including those pertaining to currency, trademarks,
and moral rights.
b) Additional Rights:
If you would like to discuss the acquisition of further rights than
are provided for under this Agreement, please call mvlandscapes.com
at 1-508-696-8849 concerning a separate license.
c) Uniform Commercial Code:
You agree that this Agreement is subject to Article 2 of the Uniform
Commercial Code and agree to be bound by same.
d) Governing Law:
You agree that the Image(s) will not be shipped, transferred or exported
into any country or used in any manner prohibited by the United States
Export Administration Act or any other export laws, restrictions or
regulations. You, the user, shall at your own expense promptly
obtain and arrange for the maintenance of all non-USA government approvals,
if any, and comply with all laws and regulations as may be necessary,
for companys performance under this Agreement. This Agreement
will not be governed by the United Nations Convention on Contracts
for the International Sale of Goods, the application of which is expressly
If any provision of this Agreement is held to be not enforceable,
such provision shall be reformed only to the extent to make it enforceable.
f) Taxes and other:
You agree to pay and be responsible for any and all sales taxes, use
taxes, value added taxes and duties imposed by any jurisdiction as
a result of license granted to you, or of your use of the Image(s),
pursuant to this Agreement.
mvlandscapes.com reserved the right to elect at a later date to replace
the Image(s) with an alternative for any reason. Upon notice
of such replacement, the license for the replaced Image(s) terminates
for any products that do not already exist, and this license automatically
applies to the replacement Image(s). You agree not to use the
replaced Image(s) for future products and to take all reasonable steps
to discontinue use of the replaced Image(s) in products that already
A material part of this contract is the Agreement to arbitrate.
Any and all disputes arising out of, under or in connection with this
Agreement, with the exception of copyright claims, including without
limitation, its validity, interpretation, performance and breach,
shall be submitted to arbitration in Somerset, Massachusetts, pursuant
to the rules of the American Arbitration Association in effect at
the time arbitration is demanded. Judgment upon any award rendered
may be entered in the highest court of the forum, State or Federal,
having jurisdiction. This Agreement, its validity and effect,
shall be interpreted under, and governed by, the laws of the State
of Massachusetts, and you agree that the arbitrators shall award all
costs of arbitration, including legal fees, plus legal rate-of-interest
to the successful party. Copyright infringement claims shall
be brought in the Federal District Court of the District of Massachusetts.
You consent to service of any required notice or process upon you
by registered mail or overnight courier with proof of delivery.
10. LEGAL FEES AND JURISDICTION
If mvlandscapes.com is obligated to go to court, rather than arbitration,
to enforce any of its rights, or to collect any fees, you agree to
reimburse mvlandscapes.com for its legal fees, costs and disbursements
if mvlandscapes.com is successful. You agree that the Superior
Court of Massachusetts, Dukes County and the United States District
Court for the District of Massachusetts 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.
11. ENTIRE CONTRACT
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND
AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER AGREE
THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN
YOU AND MVLANDSCAPE.COM, WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT,
ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN YOU AND
mvlandscapes.com RELATING TO THE SUBJECT OF THIS AGREEMENT. THE
EXPLANATIONS TO FAQ'S AND OTHER EXPLANATIONS AND CONTENT PROVIDED
IN MVLANDSCAPE.COM'S WEBSITE ARE FOR YOUR INFORMATION ONLY AND ARE
NOT, AND SHALL NOT BE CONSTRUED AS, PART OF THIS AGREEMENT.