Green Bodhi Organics LLC Media License Agreement
This MEDIA LICENSE AGREEMENT (the “Agreement”), dated as of April 20, 2019 (the “Effective Date”), is made by and between You (or the employer or other entity on whose behalf you are entering into this agreement, the “Licensee”), and Green Bodhi Organics LLC (“Licensor”), an Oregon LLC with offices located at 3210 Whitten Drive, Eugene, OR, 97405.
This Agreement may be updated from time to time at Licensor’s sole discretion. It is your responsibility to check this Agreement before licensing works from Licensor. Modifications to this Agreement will only apply to prospective purchases (including any automated renewals). By licensing Content following any such modifications, you agree to be bound the Agreement as modified.
License.
Grant of Rights. Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee during the Term (as defined below) a non-exclusive, non-transferable, non-sublicensable license in the world (the “Territory“), solely to reproduce, display, transmit, distribute, and create derivative works based on the Work through all media now known or hereinafter developed, subject to the limitations described in Section 2. The “Work” is defined as images licensed through the Green Bodhi Organics online shopping portal and reflected on your receipt of payment on valid transactions.
Third-Party Rights. Notwithstanding any other provisions of this Agreement to the contrary, nothing in this Agreement will be deemed to be a grant by Licensor of a license, sublicense, or other grant of a right to Licensee to use any third-party rights or any rights under any third-party license that cannot be licensed, sublicensed, or granted without the consent, approval, or agreement of another party, unless such consent, approval, or agreement is first obtained by Licensee.
Reservation of Rights. Licensor reserves all rights not expressly granted to Licensee under this Agreement. No use by Licensor of the Work in any medium or manner will be deemed to interfere with the limited permissions made to Licensee by Licensor herein.
Usage of the Work. Notwithstanding any other provision to the contrary contained in this Agreement:
Copyright Notices. Licensee shall ensure that its use of the Work is marked with the appropriate copyright notices specified by Licensor in a prominent position in the order and manner provided by Licensor. Licensee shall abide by the copyright laws and what are considered to be sound practices for copyright notice provisions in the Territory. Licensee shall not use any copyright notices that conflict with, confuse, or negate the notices Licensor provides and requires hereunder.
Restrictions. Licensee shall not use the Work:
If featuring a model, (i) in a manner that would lead a reasonable person to believe that the model personally uses or endorses a product or service; or (ii) in connection with a subject that would be unflattering or controversial to a reasonable person, Licensee must accompany each such use with a statement that indicates that the person so pictured is a model and is used for illustrative purposes only;
In a pornographic, defamatory or otherwise unlawful use;
As part of a logo, trademark or service mark; or
Contrary to any restriction on use that is notified to Licensee prior to or at the time the Licensed Material is delivered to Licensee. Such restrictions may be included in the information provided with the Licensed Material on the Site, in the Invoice, or in any other communication by the Licensor. Any such restriction provided to the Licensee shall be incorporated in this Agreement by reference.
Ownership and Protection.
Acknowledgment of Ownership. Except for the licenses expressly granted to Licensee in this Agreement, Licensee acknowledges that all right, title, and interest in and to the Work,as well as any modifications or improvements made thereto by Licensee, will remain with Licensor. If Licensee acquires any rights in the Work by operation of law or otherwise, Licensee hereby irrevocably assigns such rights to Licensor without further action by either party. Licensor retains the explicit right to terminate the Agreement if Licensee attempts to dispute or challenge, or assist any person or entity in disputing or challenging Licensor’s rights in and to the Work.
Protection of the Work.
Notification. Licensee shall, at its sole expense, maintain any copies of the Work within Licensee’s possession, custody, or control under first-class conditions and shall take all then-available measures to protect and safeguard the Work. Licensee shall immediately notify Licensor in writing with reasonable detail of any: (i) actual, suspected, or threatened infringement of the Work; (ii) actual, suspected, or threatened claim that use of the Work infringes the rights of any third party; or (iii) any other actual, suspected, or threatened claim to which the Work may be subject.
Actions. With respect to any of the matters listed in Section 3.2REF a000041 \h \w \n(a): (i) Licensor has exclusive control over, and conduct of, all claims and proceedings; (ii) Licensee shall provide Licensor with all assistance that Licensor may reasonably require in the conduct of any claims or proceedings; and (iii) Licensor shall bear the cost of any proceedings and will be entitled to retain all sums recovered in any action for its own account.
Representations and Warranties.
Disclaimer of Representations and Warranties. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION REF a000047 \h \w \n7, LICENSOR EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE LICENSED PROPERTY, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE.
Indemnification.
Licensee Indemnification. Licensee shall indemnify, defend, and hold harmless Licensor and its officers, directors, employees, agents, affiliates, successors, assigns, and licensees (each an “Indemnified Party”) from and against any losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers, arising out of or in connection with any third-party claim, suit, action, or proceeding (each a “Third-Party Claim”) relating to any actual or alleged breach by Licensee of its representations, warranties, covenants, or other obligations hereunder.
Indemnification Procedure. The Indemnified Party shall notify Licensee upon becoming aware of a Third-Party Claim under this Section 5. Licensee shall promptly assume control of the defense and investigation of such Third-Party Claim, with counsel reasonably acceptable to the Indemnified Party, and the Indemnified Party shall reasonably cooperate with Licensee in connection therewith, in each case, at Licensee’s sole cost and expense. The Indemnified Party may participate in the defense of such Third-Party Claim, with counsel of its own choosing and at its own cost and expense. Licensee shall not settle any such Third-Party Claim without such Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld, conditioned, or delayed). If Licensee fails or refuses to assume control of the defense of such Third-Party Claim, the Indemnified Party has the right, but no obligation, to defend against such Third-Party Claim, including settling such Third-Party Claim after giving notice to Licensee, in each case, in such manner and on such terms as the Indemnified Party may deem appropriate. Neither the Indemnified Party’s failure to perform any obligation under this Section REF a000123 \h \w \n5.2 nor any Indemnified Party’s act or omission in the defense or settlement of any such Third-Party Claim will relieve Licensee of its obligations under this Section REF a000123 \h \w \n5.2, except to the extent that Licensee can demonstrate that it has been materially prejudiced as a result thereof.
Termination.
Termination. Licensor reserves the right to automatically terminate the license contained in this agreement without notice if you, or your employer, fail to comply with any provision of this agreement. Upon termination, you and your employer must immediately stop using the Work, delete the Word and all copies from all magnetic media and destroy all other copies. Licensor reserves the right to discontinue the use of any Work for any reason and elect to replace the Work with an alternate Image. Upon notice of any discontinuance of the use of a particular Work, you, your employer and your client, if applicable, agree not to use the Image in the future.
Remedies.
No Equitable Relief. Licensee acknowledges and agrees that (a) monetary damages at law are a fully adequate remedy to compensate Licensee for any breach or threatened breach of this Agreement by Licensor, and (b) an action at law for monetary damages is Licensee’s sole and exclusive remedy for any such breach. No breach by Licensor of this Agreement will entitle Licensee to equitable relief, including specific performance, injunctive relief, rescission, or any other form of equitable remedy. Without limiting the generality of the immediately preceding two sentences, Licensee shall not seek equitable relief to rescind this Agreement or seek injunctive relief to enjoin or otherwise restrain or limit the use or other exploitation of the Work or any rights therein.
Equitable Relief. Licensee acknowledges that a breach by Licensee of this Agreement may cause Licensor irreparable damages, for which an award of damages would not be adequate compensation, and agrees that, in the event of such breach or threatened breach, Licensor will be entitled to seek equitable relief, including a restraining order, injunctive relief, specific performance, and any other relief that may be available from any court, in addition to any other remedy to which Licensor may be entitled at law or in equity. Such remedies are not exclusive but are in addition to all other remedies available at law or in equity, subject to any express exclusions or limitations in this Agreement to the contrary.
Limitation of Liability. LICENSOR WILL NOT BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, LIQUIDATED, SPECIAL, OR EXEMPLARY DAMAGES OR PENALTIES, INCLUDING LOSSES OF BUSINESS, REVENUE, OR ANTICIPATED PROFITS, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
General.
Interpretation. For purposes of this Agreement, (a) the words “include,” “includes,” and “including” are deemed to be followed by the words “without limitation”; (b) the word “or” is not exclusive; and (c) the words “herein,” “hereof,” “hereby,” “hereto,” and “hereunder” refer to this Agreement as a whole. This Agreement is intended to be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted.
Entire Agreement. This Agreement, including and together with the Terms of Use, constitutes the sole and entire agreement of the parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.
Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect the enforceability of any other term or provision of this Agreement, or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon a determination that any term or provision is invalid, illegal, or unenforceable, the tribunal may modify this Agreement to effect the original intent of the parties as closely as possible in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
Assignment. Licensee shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Licensor. Any purported assignment or delegation in violation of this Section REF a000105 \h \w \n8.4 is null and void. Licensor may freely assign or otherwise transfer any of its rights or delegate any of its obligations under this Agreement. This Agreement is binding upon and inures to the benefit of the parties hereto and their respective permitted successors and assigns.
Jurisdiction and Attorney’s Fees. Any and all disputes, with the exception of copyright claims, arising out of, under or in connection with this Agreement, including, without limitation, the validity, interpretation, performance and breach hereof, shall be settled by arbitration in Eugene, Oregon pursuant to the rules of the American Arbitration Association. Judgment upon the 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 Oregon. Copyright claims shall be brought in the Federal Court having jurisdiction. Licensee agrees to be subject to the jurisdiction of the Federal Court of Eugene, Oregon. If Green Bodhi Organics LLC is caused to present claims or suit as a result of any breach of the above terms set forth, it shall be made whole for such reasonable legal fees or costs by Licensee.
Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement will be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party has authority to contract for or bind the other party in any manner whatsoever.
No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns, and nothing herein, express or implied, is intended to or will confer upon any third party any legal or equitable right, benefit, or remedy of any nature whatsoever, under or by reason of this Agreement.
Amendment and Modification. No amendment or modification to this Agreement is effective unless it is in writing and signed by an authorized representative of each party.
Waiver. No waiver of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof; nor will any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof, or the exercise of any other right, remedy, power, or privilege.