Terms of service
ULTRAMARINE PHOTO LICENSE AGREEMENT
This License Agreement ("Agreement") is between Ultramarine Photo LLC ("Licensor") and the user ("Licensee") of www.ultramarinephoto.com ("Site"). By downloading or using any content from the Site, Licensee agrees to these terms.
LICENSE TYPES AND RIGHTS
1.1 Single Use License. Licensor grants Licensee a non-exclusive license at the rate of twenty-five dollars ($25) per thousand (1,000) distribution for email newsletters, social media posts, annual reports, and direct marketing materials. Distribution shall not exceed four thousand (4,000) and shall be measured by followers, subscribers, or recipients.
1.2 Unlimited Use License. Licensor grants Licensee a non-exclusive license at the rate of two hundred fifty dollars ($250) per year for websites, billboards, broadcast media, and advertising campaigns with unrestricted distribution. Term options range from one (1) to four (4) years.
1.3 Exclusive Use License. Licensor grants Licensee an exclusive license at the rate of two thousand five hundred dollars ($2,500) per year providing complete market freeze for print and digital use, including priority support and rights management. Term options range from one (1) to four (4) years.
USAGE RESTRICTIONS
2.1 Prohibited Uses. Licensee shall not use licensed content for physical or digital merchandise, NFTs or digital assets, third-party logos or branding, resale or redistribution, or standalone file sales or transfers.
PERMITTED USES
3.1 Authorized Applications. Licensed content may be used for marketing and communications, advertising campaigns, brand storytelling, editorial content, public relations, and political communications.
WARRANTIES AND REPRESENTATIONS
4.1 Licensor Warranties. Licensor warrants it has the right to license content, content is free from technical defects, and no additional fees beyond the license cost shall be required.
4.2 Licensee Warranties. Licensee warrants accurate reporting of distribution numbers, compliance with usage restrictions, and payment of applicable taxes and fees.
TERMINATION
5.1 Termination Rights. Licensor may terminate this Agreement for exceeding distribution caps, violating usage restrictions, or failure to pay fees.
5.2 Cure Period. Licensee shall have seven (7) days to cure violations where possible. Certain violations, including redistribution and resale, shall result in immediate termination.
LIABILITY AND INDEMNIFICATION
6.1 Limitation of Liability. Licensor's liability shall be limited to the license fee paid. Content is provided "as is" without additional warranties.
6.2 Claims Responsibility. Licensee shall be responsible for claims related to people, property, or protected content in images.
6.3 Indemnification. Licensee shall indemnify Licensor against unauthorized use claims.
DISPUTE RESOLUTION
7.1 Governing Law. This Agreement shall be governed by Oregon law.
7.2 Jurisdiction. Exclusive jurisdiction shall be in Multnomah County, Oregon.
7.3 Mediation. Parties agree to attempt mediation before litigation.
7.4 Attorney Fees. Prevailing party shall be entitled to reasonable attorney fees.
GENERAL PROVISIONS
8.1 Transfer Restrictions. No transfer or sublicense of rights permitted.
8.2 Modifications. Written notice required for modifications.
8.3 Usage Audit. Licensor may audit usage upon reasonable notice.
8.4 Severability. Invalid provisions shall be severable.
8.5 Entire Agreement. This Agreement constitutes the complete agreement between parties.
CONTACT
9.1 Legal Notices. All legal notices shall be sent to:
Pacific Coast Licensing LLC
2632 SE 25th Ave Suite C
Portland, OR 97202
curator@ultramarinephoto.com