Holdinghands.sg Creatives ‘s Image Licence
HOLDINGHANDS.SG CREATIVES’ S COMMERCIAL LICENCE AGREEMENT
IMPORTANT NOTICE: THIS AGREEMENT IS A LEGAL AGREEMENT BETWEEN YOU AND HOLDINGHANDS.SG CREATIVES, INCORPORATED AND REGISTERED IN SINGAPORE WITH UEN:53438449L.
This Photo License Agreement (this “Agreement”) is made as of this 01 day of January 2021 (the “Effective Date”) by and among Holdinghands.sg Creatives and the buyer (“Client”). The parties agree as follows:
Holdinghands.sg Creatives hereby grants to Client an exclusive, perpetual license to use the purchased image:
Client is authorised to use the Photo(s) solely for the limited purpose of
- Single use
- Personal use
- Editorial: Print, online, broadcast
- In-house business editorial
- Newsletters & email marketing
- Website backgrounds & collateral
- Social media advertising & promoted posts
- Brochures & leaflets
- All promotional materials
- Unlimited sizes, distribution, placement, perpetuity
- One time licence transfer
2. Ownership of Photo(s)
Client agrees that, subject to the rights and licences granted herein, the applicable Image Contributor also known as Photographer, who has granted Holdinghands.sg Creatives the right to sub-licence the Image, and will remain, the sole and exclusive owner of all right, title, and interest, throughout the world, to all Photos and any copies of the Photos. Except as expressly provided in this Agreement, Holdinghands.sg Creatives reserves all rights and licences not expressly granted in this Agreement.
3. Restrictions on Use
Client will not use the Photos for any of the following purposes:
A. No unlawful Use
Client will not use the Photos in any unlawful manner, such as pornography or defamation
B. No Standalone File Use
Client will not the Photo(s) in any trademark, design, logo or other mark.
C. No Products for Resale
Client will not use the Photos in any goods or products where the Photo(s) are the primary value.
D. No Alterations
Clients will not alter the Photos without the prior written permission of the Photographer.
E. No Sub licences
Client will not sublicense the Photo(s) without the prior written permission of the Photographer.
4. Photo Notice and Markings
Client must include a photo credit or copyright notice in the name of the Photographer on all Photos.
Client will indemnify, defend and hold harmless Holdinghands.sg Creatives and Photographer from all liabilities, claims, demands, causes of action, judgement, damages and expenses (including reasonable attorneys’ and experts’ fees and costs) arising out of or as a result from use of the Photos by Client, except in the event that any claims, demands, causes of action, judgements, or expenses arose out of wilful misconduct, gross negligence, or bad faith by the Photographer.
6.Limitations of Liability
EXCEPT FOR ANY REMEDIES THAT CANNOT BE EXCLUDED OR LIMITED BY LAW, NEITHER PART, NOR ANY AFFILIATE, WILL BE LIABLE UNDER THIS AGREEMENT TO THE OTHER PARTY, ANY AFFILATE OR OTHER THIRD PERSON FOR INDIRECT, INCIDENTAL CONSEQUENTIAL, SPECIAL, RELIANCE, OR PUNITIVE DAMAGES OR LOST OR IMPTED PROFITS, LOST DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES. THIS LIMITATION OF LIABILITY MAY NOT BE VALID IN SOME STATES. CLIENTS MAY HAVE RIGHTS THAT CANNOT BE WAIVED UNDER CONSUMER PROTECTION AND OTHER LAWS. PHOTOGRAPHER DOES NOT SEEK TO LIMIT CLIENT’S WARRANTY OR REMEDIES TO ANY EXTENT NOT PERMITTED BY LAW.
Either party may terminate this Agreement immediately upon delivery of written notice to the other party specifying clearly the grounds for termination if the other party commits a material breach of its obligations under this Agreement and fails to cure the breach within 14 days after written notice of the breach is received by the breaching party. For the avoidance of doubt, termination will be without prejudice to any liability incurred prior to the effective date of termination.
This Agreement may not assigned by Client with Photographer’s prior written consent.
If any provision of this Agreement is held invalid, illegal or unenforceable by a court of competent jurisdiction, the remainder of the Agreement will be valid and enforceable and the parties will negotiate in good faith a substitute, valid and enforceable provision which most nearly puts into effect the intent of the parties.
This Agreement may not be altered, modified, or amended in any way except in writing signed by both parties.
11. Entire Agreement
This Agreement represents and constitutes the entire agreement between the parties, and supersede and merge all prior negotiations, agreements, and understandings, oral or written, with respect to any and all matters between the parties.
12. Governing Law
The parties hereby agree that this Agreement will be governed by, and constructed and enforced in accordance with the laws of the Singapore, without reference to rules governing choice of laws.
Any dispute arising from this Agreement shall be resolved through mediations.