This PHOTO LICENSE AGREEMENT (“Agreement”) is between you and Instasize, Inc. (“Instasize”) and explains how Instasize will use your photos, videos and other media and details relating thereto (individually and collectively, “content”) that you license to Instasize. By providing the content to Instasize, you accept the terms of this Agreement.
The type of license granted by you is a royalty-free license, which means Instasize does not pay royalties when the content is used. The royalty free license grants Instasize a non-exclusive, perpetual, fully-paid, irrevocable, unlimited and worldwide license to use the content, including your username and the location of where the photo was taken (city, state or foreign equivalent), without additional compensation. You agree that your compensation for this license grant is the satisfaction and recognition that you may be realize through Instasize's use of the content.
Subject to terms of this Agreement, Instasize can use the content in any way consistent with the rights granted herein, including the use of the content for any commercial, promotional, advertising or merchandising purposes and the right to make derivative works for use in Instasize's mobile applications. For purposes of this Agreement, “use” means to copy, reproduce, modify, edit, perform, display, broadcast, publish, or otherwise make use of. Instasize may not use the content in an unlawful manner or in violation of any applicable governmental regulations.
Instasize does not have an obligation to use or publish any of the content, or, if commenced, to continue the use of the content. Instasize may at any time abandon the use of the content for any reason and you are not entitled to any damages because of such discontinuation of use.
The license granted to Instasize is non-transferable and non-assignable without your consent, meaning that the license cannot be transferred to anyone else, except that Instasize may transfer its rights and obligations under this Agreement to one or more of its subsidiaries, but such transfer will not relieve Instasize of its obligations under this Agreement. Instasize may also allow subcontractors or distributors to use the content in any production or distribution process related to Instasize's use of the content.
The content remains owned by you. Instasize does not need to include a photo credit for any use of the content, whether for commercial use, use in an audio/visual production or use of the content for editorial purposes. Neither you nor Instasize will represent itself as the agent or legal representative of the other or as joint venturers for any purpose whatsoever. You are solely responsible for obtaining any model or location releases required for the commercial use of the content under this Agreement.
You represent and warrant that: (i) the content is your original and exclusive work of art and you have not violated any laws or infringed on any other party’s copyrights in producing the content; (ii) you are the owner of the content and have the sole and exclusive right to use, sell and license the content; and (iii) there are no liens, security interests, or other encumbrances on the content. If the content includes recognizable persons, you agree to provide the relevant model releases at the time of your entry into this Agreement.
INSTASIZE WILL NOT BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY LOST PROFITS, PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR OTHER SIMILAR DAMAGES, COSTS OR LOSSES ARISING OUT OF THIS AGREEMENT, EVEN IF INSTASIZE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES. SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES OR LIABILITY. The provisions of this Section and your obligations hereunder shall survive any termination of this Agreement.
This Agreement is the parties’ entire agreement on this matter, superseding all previous negotiations or agreements. If one or more of the provisions in this Agreement is found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions should not be affected. This Agreement shall be interpreted and construed in accordance with the laws of the State of Utah, U.S.A., without regard to the principles of conflict of laws. The parties hereto consent to the exclusive personal jurisdiction and venue of the courts located in Salt Lake City, Utah, and further consent that any process or notice of motion of a court may be served outside the State of Utah by registered or certified mail or by personal service, provided a reasonable time for appearance is allowed.
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