Licensing

All prints and electronic images are  © Ted Glasoe 2016, with all rights reserved. All purchased prints/images are covered by the following license between Ted Glasoe (Glasoe Group Studios LLC) and the purchaser. Please read these licenses before purchasing electronic or printed images.

Thank you.

ART WORK LICENSE AGREEMENT

These Licenses governs the terms by which clients of Glasoe Group Studios LLC obtain the right to use photographic images provided by Ted Glasoe.

COMMERCIAL USE

PERSONAL USE

PRINT 

License

(a) By taking procession of an image physically you accept this License either for yourself or on behalf of your employer/client and agree to be bound by its provisions. If you are accepting on behalf of your employer/client you represent and warrant that you have full legal authority to bind your employer/client. If you do not have such authority or you do not accept or agree with these terms, do not accept the License.

(b) In this License: (i) “you” or the “Client” means you or, if you are accepting on behalf of your employer/client, then “you” means that employer/client; (ii) “Glasoe Group Studios LLC,” “Ted Glasoe” or “we” means Glasoe Group Studios LLC; and (iii) “Art Work” means any photographic image which is printed or generated optically, electronically, digitally or by any other means or in any media or other material, together with any accompanying material from the Glasoe Group Studios LLC collection.

Personal Use License Terms

Glasoe Group Studios LLC grants buyer a non-exclusive perpetual personal-use license for the print(s) purchased, subject to the following restrictions:

» This license is for personal use only, meaning non-commercial use of the print(s) for display in a residential or commercial space.

» The print(s) may not be used in any way whatsoever in which you charge money, collect fees, or receive any form of remuneration.

» The print(s) may not be used in advertising.

» The print(s) may not be relicensed or sub-licensed.

» All other rights in and to the Art Work, including, without limitation, all copyright and other intellectual property rights relating to the Art Work, are retained by Glasoe Group Studios LLC.

» There are no warranties, express or implied. The print(s) are provided ‘as is.’

» Glasoe Group Studios LLC will not be liable for any third party claims or incidental, consequential or other damages arising out of this license or buyer’s use of the prints(s).

Prohibited Uses

You may not do anything with the Art Work that is not expressly permitted in the preceding section. To clarify, you may not:

» use the Art Work in design template applications intended for resale, whether on-line or not;

» use or display the Art Work on websites involving the sale, license or other distribution of “on demand” products;

» use the Art Work in any posters (printed on any media) or other items for resale, license or other distribution for profit;

» use any of the Art Work as part of a trade mark, design mark, trade name, business name, service mark, or logo;

» incorporate the Art Work in any product that results in a re-distribution or re-use of the Art Work (such as electronic greeting card web sites, web templates and the like) or is otherwise made available in a manner such that a person can extract or access or reproduce the Art Work as an electronic file;

» use the Art Work in a fashion that is considered by Glasoe Group Studios LLC (acting reasonably) as or under applicable law is considered pornographic, obscene, immoral, infringing, defamatory or libelous in nature, or that would be reasonably likely to bring any person or property reflected in the Art Work into disrepute;

» use or display any Art Work that features a model or person in a manner (a) that would lead a reasonable person to think that such person uses or personally endorses any business, product, service, cause, association or other endeavor; or (b) except where accompanied by a statement that indicates that the Art Work is being used for illustrative purposes only and any person depicted in the Art Work is a model, that depicts such person in a potentially sensitive subject matter, including but not limited to mental and physical health issues, social issues, sexual or implied sexual activity or preferences, substance abuse, crime, physical or mental abuse or ailments, or any other subject matter that would be reasonably likely to be offensive or unflattering to any person reflected in the Art Work, unless the Art Work itself clearly and undisputedly reflects the model or person in such potentially sensitive subject matter in which case the Art Work may be used or displayed in a manner that portrays the model or person in the same context and to the same degree depicted in the Art Work itself;

» to the extent that source code is contained within the Art Work, reverse engineer, decompile, or disassemble any part of such source code;

» remove any notice of copyright, trademark or other proprietary right from any place where it is on or embedded in the Art Work;

» install and use the Art Work in more than one location at a time or post a copy of the Art Work on a network server or web server for use by other users;

» use or display the Art Work in an electronic format that enables it to be downloaded or distributed via mobile devices or shared in any peer-to-peer or similar file sharing arrangement.

If the Art Work is reproduced on a social media platform or other third party website, (i) the rights granted herein shall automatically be revoked in the event that the platform website seeks to exploit purported rights to the Art Work contrary to the terms of this License, and (ii) in such event, upon Glasoe Group Studios LLC’s request, you shall remove any Art Work from such platform or website.

Term of License

This License is effective in perpetuity.

Glasoe Group Studios LLC reserves the right to elect at a later date to amend the license granted by this License.

Representations and Warranties

Glasoe Group Studios LLC warrants that (i) your use of the Art Work in accordance with this License and in the form delivered by Glasoe Group Studios LLC will not infringe on any copyright, moral right, trademark or other intellectual property right and will not violate any right of privacy or right of publicity; and (ii) all necessary model and/or property releases for use of the Art Work in the manner authorized under this License have been obtained.

(C) other than as expressly provided in section 7(a), the art work is provided “as is” without repesentation, warranty or condition of any kind, either express or implied. Glasoe Group Studios LLC does not represent or warrant that the art work will meet your requirements. The entire risk as to the quality and performance of the art work is with you. Should the art work prove defective, you (and not Glasoe Group Studios LLC) assume the entire risk.

(d) Certain jurisdictions 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 jurisdiction to jurisdiction.

Indemnification and Limitation of Liability

(a) Provided that the Art Work is only used in accordance with this License and you are not otherwise in breach of this License and as your sole and exclusive remedy for breach of the representations and warranties set forth in Section 7 (a) above, Glasoe Group Studios LLC shall, subject to the terms of Sections 8(b),(c),(d) and (e) defend, indemnify and hold harmless you, your parent, subsidiaries and affiliates and respective directors, officers and employees from all damages, liabilities and expenses (including reasonable outside legal fees), arising out of or connected with any actual or threatened lawsuit, claim or legal proceeding alleging that the possession, distribution or use of the Art Work by you is in breach of the representations and warranties set forth in Section 7(a) above. The foregoing states Glasoe Group Studios LLC’s entire indemnification obligation under this License.

(b) The indemnification set out in Section 8(a) above is conditioned on your prompt notification in writing to Glasoe Group Studios LLC of such claim and our right to assume the handling, settlement or defense of any claim or litigation. You agree to cooperate with Glasoe Group Studios LLC in the defense of any such claim or litigation and shall have the right to participate in such litigation at your sole expense. Glasoe Group Studios LLC shall not be liable for legal fees and other costs incurred prior to the notice of the claim.

(C) In no event shall Glasoe Group Studios LLC be liable for any incidental, indirect, punitive, exemplary, or consequential damages whatsoever (including damages for loss of profits, interruption, loss of business information, or any other pecuniary loss) in connection with any claim, loss, damage, action, suit or other proceeding arising under or out of this License, including without limitation your use of, reliance upon, access to, or exploitation of the art work, or any part thereof, or any rights granted to you hereunder, even if we have been advised of the possibility of such damages, whether the action is based on contract, tort (including negligence), infringement of intellectual property rights or otherwise. No action, regardless of form or nature, arising out of this License may be brought by or on behalf of you more than two (2) years after the cause of action first arose.

(d) Notwithstanding any other term herein, Glasoe Group Studios LLC shall not be liable for any damages, costs or losses arising as a result of modifications made to the art work by you or the context in which the art work is used by you.

(e) Notwithstanding anything else in this License, the total maximum aggregate liability of Glasoe Group Studios LLC under this License and any other License under which you have licensed the same Art Work, regardless of the use or exploitation of any or all of the Art Work in any manner whatsoever and the obligation of Glasoe Group Studios LLC under section 8(a) shall be limited to an aggregate of ten thousand ($10,000) US dollars regardless of the number of prints you license from Glasoe Group Studios LLC.

(f) Some jurisdictions do not allow for the limitation or exclusion of liability for incidental or consequential damages, so the above limitation or exclusion may not apply to you.

Your Indemnification

You agree to indemnify, defend and hold Glasoe Group Studios LLC harmless from and against any and all claims, liability, losses, damages, costs and expenses (including reasonable legal fees on a solicitor and client basis) incurred by Glasoe Group Studios LLC as a result of or in connection with any breach or alleged breach by you or anyone acting on your behalf of any of the terms of this License.

General Provisions

(a) Glasoe Group Studios LLC’s failure to insist upon or enforce strict performance of any provision of this License shall not be construed as a waiver of any provision or right.

(b) This License is personal to the owner of the Art Work, and is transferable as a result of a sales transaction between the current owner and another party so long as such party agrees to be bound by its terms.

(c) If all or part of any provision of this License is wholly or partially unenforceable, the parties or, in the event the parties are unable to agree, a court of competent jurisdiction, shall put in place of such whole or part provision an enforceable provision or provisions, that as nearly as possible reflects the terms of the unenforceable whole or part provision.

(d) 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 the license granted to you, or of your use of the Art Work, pursuant to this License.

(e) This License will be governed under the laws of the State of Illinois and the federal laws of the United States applicable therein (without reference to conflicts of laws principles). You consent to service of any required notice or process upon you by registered mail or overnight courier with proof of delivery notice, addressed to the address or contact information provided by you at the time the Art Work was puchased, or such other address as you may advise us in writing to use, from time to time.

(f) Any and all disputes arising out of, under or in connection with this License, including without limitation, its validity, interpretation, performance and breach, shall be settled by arbitration in Chicago, Illinois, USA.

Contact

If you have concerns relating to this License, please contact Glasoe Group Studios LLC, P.O. Box 5026, Evanston, IL 60204 USA.

Acknowledgement

You acknowledge that you have read this License, understand it, and had an opportunity to seek independent legal advice prior to agreeing to it. In consideration of Glasoe Group Studios LLC agreeing to provide the art work, you agree to be bound by the terms and conditions of this License. You further agree that it is the complete and exclusive statement of the License between you and Glasoe Group Studios LLC, which supersedes any proposal or prior License, oral or written, and any other communication between you and Glasoe Group Studios LLC relating to the subject of this License.

DIGITAL

License

(a) By taking procession of an image digitally (via email, download, CD, DVD or any other electronic conveyance) you accept this License either for yourself or on behalf of your employer/client and agree to be bound by its provisions. If you are accepting on behalf of your employer/client you represent and warrant that you have full legal authority to bind your employer/client. If you do not have such authority or you do not accept or agree with these terms, do not accept the License.

(b) In this License: (i) “you” or the “Client” means you or, if you are accepting on behalf of your employer/client, then “you” means that employer/client; (ii) “Glasoe Group Studios LLC,” “Ted Glasoe” or “we” means Glasoe Group Studios LLC; and (iii) “Art Work” means any photographic image which is printed or generated optically, electronically, digitally or by any other means or in any media or other material, together with any accompanying material from the Glasoe Group Studios LLC collection.

Personal Use License Terms

Glasoe Group Studios LLC grants buyer a non-exclusive perpetual personal-use license for the image(s) purchased, subject to the following restrictions:

» This license is for personal use only, meaning non-commercial use of the image(s) for Web-use only.

» The image(s) may not be used in any way whatsoever in which you charge money, collect fees, or receive any form of remuneration.

» The image(s) may not be used in advertising.

» The image(s) may not be relicensed or sub-licensed.

» All other rights in and to the Art Work, including, without limitation, all copyright and other intellectual property rights relating to the Art Work, are retained by Glasoe Group Studios LLC.

» There are no warranties, express or implied. The image(s) are provided ‘as is.’

» Glasoe Group Studios LLC will not be liable for any third party claims or incidental, consequential or other damages arising out of this license or buyer’s use of the image(s).

Prohibited Uses

You may not do anything with the Art Work that is not expressly permitted in the preceding section. To clarify, you may not:

» use the Art Work in design template applications intended for resale, whether on-line or not;

» use or display the Art Work on websites involving the sale, license or other distribution of “on demand” products;

» use the Art Work in any posters (printed on any media) or other items for resale, license or other distribution for profit;

» use any of the Art Work as part of a trade mark, design mark, trade name, business name, service mark, or logo;

» incorporate the Art Work in any product that results in a re-distribution or re-use of the Art Work (such as electronic greeting card web sites, web templates and the like) or is otherwise made available in a manner such that a person can extract or access or reproduce the Art Work as an electronic file;

» use the Art Work in a fashion that is considered by Glasoe Group Studios LLC (acting reasonably) as or under applicable law is considered pornographic, obscene, immoral, infringing, defamatory or libelous in nature, or that would be reasonably likely to bring any person or property reflected in the Art Work into disrepute;

» use or display any Art Work that features a model or person in a manner (a) that would lead a reasonable person to think that such person uses or personally endorses any business, product, service, cause, association or other endeavor; or (b) except where accompanied by a statement that indicates that the Art Work is being used for illustrative purposes only and any person depicted in the Art Work is a model, that depicts such person in a potentially sensitive subject matter, including but not limited to mental and physical health issues, social issues, sexual or implied sexual activity or preferences, substance abuse, crime, physical or mental abuse or ailments, or any other subject matter that would be reasonably likely to be offensive or unflattering to any person reflected in the Art Work, unless the Art Work itself clearly and undisputedly reflects the model or person in such potentially sensitive subject matter in which case the Art Work may be used or displayed in a manner that portrays the model or person in the same context and to the same degree depicted in the Art Work itself;

» to the extent that source code is contained within the Art Work, reverse engineer, decompile, or disassemble any part of such source code;

» remove any notice of copyright, trademark or other proprietary right from any place where it is on or embedded in the Art Work;

» install and use the Art Work in more than one location at a time or post a copy of the Art Work on a network server or web server for use by other users;

» use or display the Art Work in an electronic format that enables it to be downloaded or distributed via mobile devices or shared in any peer-to-peer or similar file sharing arrangement.

If the Art Work is reproduced on a social media platform or other third party website, (i) the rights granted herein shall automatically be revoked in the event that the platform website seeks to exploit purported rights to the Art Work contrary to the terms of this License, and (ii) in such event, upon Glasoe Group Studios LLC’s request, you shall remove any Art Work from such platform or website.

Term of License

This License is effective in perpetuity.

Glasoe Group Studios LLC reserves the right to elect at a later date to amend the license granted by this License.

Representations and Warranties

Glasoe Group Studios LLC warrants that (i) your use of the Art Work in accordance with this License and in the form delivered by Glasoe Group Studios LLC will not infringe on any copyright, moral right, trademark or other intellectual property right and will not violate any right of privacy or right of publicity; and (ii) all necessary model and/or property releases for use of the Art Work in the manner authorized under this License have been obtained.

(C) other than as expressly provided in section 7(a), the art work is provided “as is” without repesentation, warranty or condition of any kind, either express or implied. Glasoe Group Studios LLC does not represent or warrant that the art work will meet your requirements. The entire risk as to the quality and performance of the art work is with you. Should the art work prove defective, you (and not Glasoe Group Studios LLC) assume the entire risk.

(d) Certain jurisdictions 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 jurisdiction to jurisdiction.

Indemnification and Limitation of Liability

(a) Provided that the Art Work is only used in accordance with this License and you are not otherwise in breach of this License and as your sole and exclusive remedy for breach of the representations and warranties set forth in Section 7 (a) above, Glasoe Group Studios LLC shall, subject to the terms of Sections 8(b),(c),(d) and (e) defend, indemnify and hold harmless you, your parent, subsidiaries and affiliates and respective directors, officers and employees from all damages, liabilities and expenses (including reasonable outside legal fees), arising out of or connected with any actual or threatened lawsuit, claim or legal proceeding alleging that the possession, distribution or use of the Art Work by you is in breach of the representations and warranties set forth in Section 7(a) above. The foregoing states Glasoe Group Studios LLC’s entire indemnification obligation under this License.

(b) The indemnification set out in Section 8(a) above is conditioned on your prompt notification in writing to Glasoe Group Studios LLC of such claim and our right to assume the handling, settlement or defense of any claim or litigation. You agree to cooperate with Glasoe Group Studios LLC in the defense of any such claim or litigation and shall have the right to participate in such litigation at your sole expense. Glasoe Group Studios LLC shall not be liable for legal fees and other costs incurred prior to the notice of the claim.

(C) In no event shall Glasoe Group Studios LLC be liable for any incidental, indirect, punitive, exemplary, or consequential damages whatsoever (including damages for loss of profits, interruption, loss of business information, or any other pecuniary loss) in connection with any claim, loss, damage, action, suit or other proceeding arising under or out of this License, including without limitation your use of, reliance upon, access to, or exploitation of the art work, or any part thereof, or any rights granted to you hereunder, even if we have been advised of the possibility of such damages, whether the action is based on contract, tort (including negligence), infringement of intellectual property rights or otherwise. No action, regardless of form or nature, arising out of this License may be brought by or on behalf of you more than two (2) years after the cause of action first arose.

(d) Notwithstanding any other term herein, Glasoe Group Studios LLC shall not be liable for any damages, costs or losses arising as a result of modifications made to the art work by you or the context in which the art work is used by you.

(e) Notwithstanding anything else in this License, the total maximum aggregate liability of Glasoe Group Studios LLC under this License and any other License under which you have licensed the same Art Work, regardless of the use or exploitation of any or all of the Art Work in any manner whatsoever and the obligation of Glasoe Group Studios LLC under section 8(a) shall be limited to an aggregate of ten thousand ($10,000) US dollars regardless of the number of prints you license from Glasoe Group Studios LLC.

(f) Some jurisdictions do not allow for the limitation or exclusion of liability for incidental or consequential damages, so the above limitation or exclusion may not apply to you.

Your Indemnification

You agree to indemnify, defend and hold Glasoe Group Studios LLC harmless from and against any and all claims, liability, losses, damages, costs and expenses (including reasonable legal fees on a solicitor and client basis) incurred by Glasoe Group Studios LLC as a result of or in connection with any breach or alleged breach by you or anyone acting on your behalf of any of the terms of this License.

General Provisions

(a) Glasoe Group Studios LLC’s failure to insist upon or enforce strict performance of any provision of this License shall not be construed as a waiver of any provision or right.

(b) This License is personal to the owner of the Art Work, and is transferable as a result of a sales transaction between the current owner and another party so long as such party agrees to be bound by its terms.

(c) If all or part of any provision of this License is wholly or partially unenforceable, the parties or, in the event the parties are unable to agree, a court of competent jurisdiction, shall put in place of such whole or part provision an enforceable provision or provisions, that as nearly as possible reflects the terms of the unenforceable whole or part provision.

(d) 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 the license granted to you, or of your use of the Art Work, pursuant to this License.

(e) This License will be governed under the laws of the State of Illinois and the federal laws of the United States applicable therein (without reference to conflicts of laws principles). You consent to service of any required notice or process upon you by registered mail or overnight courier with proof of delivery notice, addressed to the address or contact information provided by you at the time the Art Work was puchased, or such other address as you may advise us in writing to use, from time to time.

(f) Any and all disputes arising out of, under or in connection with this License, including without limitation, its validity, interpretation, performance and breach, shall be settled by arbitration in Chicago, Illinois, USA.

Contact

If you have concerns relating to this License, please contact Glasoe Group Studios LLC, P.O. Box 5026, Evanston, IL 60204 USA.

Acknowledgement

You acknowledge that you have read this License, understand it, and had an opportunity to seek independent legal advice prior to agreeing to it. In consideration of Glasoe Group Studios LLC agreeing to provide the art work, you agree to be bound by the terms and conditions of this License. You further agree that it is the complete and exclusive statement of the License between you and Glasoe Group Studios LLC, which supersedes any proposal or prior License, oral or written, and any other communication between you and Glasoe Group Studios LLC relating to the subject of this License.

PRINT

License

(a) By taking procession of an image physically you accept this License either for yourself or on behalf of your employer/client and agree to be bound by its provisions. If you are accepting on behalf of your employer/client you represent and warrant that you have full legal authority to bind your employer/client. If you do not have such authority or you do not accept or agree with these terms, do not accept the License.

(b) In this License: (i) “you” or the “Client” means you or, if you are accepting on behalf of your employer/client, then “you” means that employer/client; (ii) “Glasoe Group Studios LLC,” “Ted Glasoe” or “we” means Glasoe Group Studios LLC; and (iii) “Art Work” means any photographic image which is printed or generated optically, electronically, digitally or by any other means or in any media or other material, together with any accompanying material from the Glasoe Group Studios LLC collection.

Commercial Use License Terms

Glasoe Group Studios LLC grants buyer a non-exclusive perpetual personal-use license for the print(s) purchased, subject to the following restrictions:

» This license is for commercial use only, meaning commercial use of the print(s) for display in a residential or commercial space.

» The print(s) may not be relicensed or sub-licensed.

» All other rights in and to the Art Work, including, without limitation, all copyright and other intellectual property rights relating to the Art Work, are retained by Glasoe Group Studios LLC.

» There are no warranties, express or implied. The print(s) are provided ‘as is.’

» Glasoe Group Studios LLC will not be liable for any third party claims or incidental, consequential or other damages arising out of this license or buyer’s use of the print(s).

Prohibited Uses

You may not do anything with the Art Work that is not expressly permitted in the preceding section. To clarify, you may not:

» use the Art Work in design template applications intended for resale, whether on-line or not;

» use or display the Art Work on websites involving the sale, license or other distribution of “on demand” products;

» use the Art Work in any posters (printed on any media) or other items for resale, license or other distribution for profit;

» use any of the Art Work as part of a trade mark, design mark, trade name, business name, service mark, or logo;

» incorporate the Art Work in any product that results in a re-distribution or re-use of the Art Work (such as electronic greeting card web sites, web templates and the like) or is otherwise made available in a manner such that a person can extract or access or reproduce the Art Work as an electronic file;

» use the Art Work in a fashion that is considered by Glasoe Group Studios LLC (acting reasonably) as or under applicable law is considered pornographic, obscene, immoral, infringing, defamatory or libelous in nature, or that would be reasonably likely to bring any person or property reflected in the Art Work into disrepute;

» use or display any Art Work that features a model or person in a manner (a) that would lead a reasonable person to think that such person uses or personally endorses any business, product, service, cause, association or other endeavor; or (b) except where accompanied by a statement that indicates that the Art Work is being used for illustrative purposes only and any person depicted in the Art Work is a model, that depicts such person in a potentially sensitive subject matter, including but not limited to mental and physical health issues, social issues, sexual or implied sexual activity or preferences, substance abuse, crime, physical or mental abuse or ailments, or any other subject matter that would be reasonably likely to be offensive or unflattering to any person reflected in the Art Work, unless the Art Work itself clearly and undisputedly reflects the model or person in such potentially sensitive subject matter in which case the Art Work may be used or displayed in a manner that portrays the model or person in the same context and to the same degree depicted in the Art Work itself;

» to the extent that source code is contained within the Art Work, reverse engineer, decompile, or disassemble any part of such source code;

» remove any notice of copyright, trademark or other proprietary right from any place where it is on or embedded in the Art Work;

» use or display the Art Work in an electronic format that enables it to be downloaded or distributed via mobile devices or shared in any peer-to-peer or similar file sharing arrangement.

If the Art Work is reproduced on a social media platform or other third party website, (i) the rights granted herein shall automatically be revoked in the event that the platform website seeks to exploit purported rights to the Art Work contrary to the terms of this License, and (ii) in such event, upon Glasoe Group Studios LLC’s request, you shall remove any Art Work from such platform or website.

Term of License

This License is effective in perpetuity.

Glasoe Group Studios LLC reserves the right to elect at a later date to amend the license granted by this License.

Representations and Warranties

Glasoe Group Studios LLC warrants that (i) your use of the Art Work in accordance with this License and in the form delivered by Glasoe Group Studios LLC will not infringe on any copyright, moral right, trademark or other intellectual property right and will not violate any right of privacy or right of publicity; and (ii) all necessary model and/or property releases for use of the Art Work in the manner authorized under this License have been obtained.

(C) other than as expressly provided in section 7(a), the art work is provided “as is” without repesentation, warranty or condition of any kind, either express or implied. Glasoe Group Studios LLC does not represent or warrant that the art work will meet your requirements. The entire risk as to the quality and performance of the art work is with you. Should the art work prove defective, you (and not Glasoe Group Studios LLC) assume the entire risk.

(d) Certain jurisdictions 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 jurisdiction to jurisdiction.

Indemnification and Limitation of Liability

(a) Provided that the Art Work is only used in accordance with this License and you are not otherwise in breach of this License and as your sole and exclusive remedy for breach of the representations and warranties set forth in Section 7 (a) above, Glasoe Group Studios LLC shall, subject to the terms of Sections 8(b),(c),(d) and (e) defend, indemnify and hold harmless you, your parent, subsidiaries and affiliates and respective directors, officers and employees from all damages, liabilities and expenses (including reasonable outside legal fees), arising out of or connected with any actual or threatened lawsuit, claim or legal proceeding alleging that the possession, distribution or use of the Art Work by you is in breach of the representations and warranties set forth in Section 7(a) above. The foregoing states Glasoe Group Studios LLC’s entire indemnification obligation under this License.

(b) The indemnification set out in Section 8(a) above is conditioned on your prompt notification in writing to Glasoe Group Studios LLC of such claim and our right to assume the handling, settlement or defense of any claim or litigation. You agree to cooperate with Glasoe Group Studios LLC in the defense of any such claim or litigation and shall have the right to participate in such litigation at your sole expense. Glasoe Group Studios LLC shall not be liable for legal fees and other costs incurred prior to the notice of the claim.

(C) In no event shall Glasoe Group Studios LLC be liable for any incidental, indirect, punitive, exemplary, or consequential damages whatsoever (including damages for loss of profits, interruption, loss of business information, or any other pecuniary loss) in connection with any claim, loss, damage, action, suit or other proceeding arising under or out of this License, including without limitation your use of, reliance upon, access to, or exploitation of the art work, or any part thereof, or any rights granted to you hereunder, even if we have been advised of the possibility of such damages, whether the action is based on contract, tort (including negligence), infringement of intellectual property rights or otherwise. No action, regardless of form or nature, arising out of this License may be brought by or on behalf of you more than two (2) years after the cause of action first arose.

(d) Notwithstanding any other term herein, Glasoe Group Studios LLC shall not be liable for any damages, costs or losses arising as a result of modifications made to the art work by you or the context in which the art work is used by you.

(e) Notwithstanding anything else in this License, the total maximum aggregate liability of Glasoe Group Studios LLC under this License and any other License under which you have licensed the same Art Work, regardless of the use or exploitation of any or all of the Art Work in any manner whatsoever and the obligation of Glasoe Group Studios LLC under section 8(a) shall be limited to an aggregate of ten thousand ($10,000) US dollars regardless of the number of prints you license from Glasoe Group Studios LLC.

(f) Some jurisdictions do not allow for the limitation or exclusion of liability for incidental or consequential damages, so the above limitation or exclusion may not apply to you.

Your Indemnification

You agree to indemnify, defend and hold Glasoe Group Studios LLC harmless from and against any and all claims, liability, losses, damages, costs and expenses (including reasonable legal fees on a solicitor and client basis) incurred by Glasoe Group Studios LLC as a result of or in connection with any breach or alleged breach by you or anyone acting on your behalf of any of the terms of this License.

General Provisions

(a) Glasoe Group Studios LLC’s failure to insist upon or enforce strict performance of any provision of this License shall not be construed as a waiver of any provision or right.

(b) This License is personal to the owner of the Art Work, and is transferable as a result of a sales transaction between the current owner and another party so long as such party agrees to be bound by its terms.

(c) If all or part of any provision of this License is wholly or partially unenforceable, the parties or, in the event the parties are unable to agree, a court of competent jurisdiction, shall put in place of such whole or part provision an enforceable provision or provisions, that as nearly as possible reflects the terms of the unenforceable whole or part provision.

(d) 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 the license granted to you, or of your use of the Art Work, pursuant to this License.

(e) This License will be governed under the laws of the State of Illinois and the federal laws of the United States applicable therein (without reference to conflicts of laws principles). You consent to service of any required notice or process upon you by registered mail or overnight courier with proof of delivery notice, addressed to the address or contact information provided by you at the time the Art Work was puchased, or such other address as you may advise us in writing to use, from time to time.

(f) Any and all disputes arising out of, under or in connection with this License, including without limitation, its validity, interpretation, performance and breach, shall be settled by arbitration in Chicago, Illinois, USA.

Contact

If you have concerns relating to this License, please contact Glasoe Group Studios LLC, P.O. Box 5026, Evanston, IL 60204 USA.

Acknowledgement

You acknowledge that you have read this License, understand it, and had an opportunity to seek independent legal advice prior to agreeing to it. In consideration of Glasoe Group Studios LLC agreeing to provide the art work, you agree to be bound by the terms and conditions of this License. You further agree that it is the complete and exclusive statement of the License between you and Glasoe Group Studios LLC, which supersedes any proposal or prior License, oral or written, and any other communication between you and Glasoe Group Studios LLC relating to the subject of this License.

DIGITAL

License

(a) By taking procession of an image digitally (via email, download, CD, DVD or any other electronic conveyance) you accept this License either for yourself or on behalf of your employer/client and agree to be bound by its provisions. If you are accepting on behalf of your employer/client you represent and warrant that you have full legal authority to bind your employer/client. If you do not have such authority or you do not accept or agree with these terms, do not accept the License.

(b) In this License: (i) “you” or the “Client” means you or, if you are accepting on behalf of your employer/client, then “you” means that employer/client; (ii) “Glasoe Group Studios LLC,” “Ted Glasoe” or “we” means Glasoe Group Studios LLC; and (iii) “Art Work” means any photographic image which is printed or generated optically, electronically, digitally or by any other means or in any media or other material, together with any accompanying material from the Glasoe Group Studios LLC collection.

Commercial Use License Terms

Glasoe Group Studios LLC grants buyer a non-exclusive perpetual commercial-use license for the image(s) purchased, subject to the following restrictions:

» This license is for commercial use only, meaning commercial use of the image(s) for Web-use only.

» The image(s) may not be relicensed or sub-licensed.

» All other rights in and to the Art Work, including, without limitation, all copyright and other intellectual property rights relating to the Art Work, are retained by Glasoe Group Studios LLC.

» There are no warranties, express or implied. The image(s) are provided ‘as is.’

» Glasoe Group Studios LLC will not be liable for any third party claims or incidental, consequential or other damages arising out of this license or buyer’s use of the image(s).

Prohibited Uses

You may not do anything with the Art Work that is not expressly permitted in the preceding section. To clarify, you may not:

» use the Art Work in design template applications intended for resale, whether on-line or not;

» use or display the Art Work on websites involving the sale, license or other distribution of “on demand” products;

» use the Art Work in any posters (printed on any media) or other items for resale, license or other distribution for profit;

» use any of the Art Work as part of a trade mark, design mark, trade name, business name, service mark, or logo;

» incorporate the Art Work in any product that results in a re-distribution or re-use of the Art Work (such as electronic greeting card web sites, web templates and the like) or is otherwise made available in a manner such that a person can extract or access or reproduce the Art Work as an electronic file;

» use the Art Work in a fashion that is considered by Glasoe Group Studios LLC (acting reasonably) as or under applicable law is considered pornographic, obscene, immoral, infringing, defamatory or libelous in nature, or that would be reasonably likely to bring any person or property reflected in the Art Work into disrepute;

» use or display any Art Work that features a model or person in a manner (a) that would lead a reasonable person to think that such person uses or personally endorses any business, product, service, cause, association or other endeavor; or (b) except where accompanied by a statement that indicates that the Art Work is being used for illustrative purposes only and any person depicted in the Art Work is a model, that depicts such person in a potentially sensitive subject matter, including but not limited to mental and physical health issues, social issues, sexual or implied sexual activity or preferences, substance abuse, crime, physical or mental abuse or ailments, or any other subject matter that would be reasonably likely to be offensive or unflattering to any person reflected in the Art Work, unless the Art Work itself clearly and undisputedly reflects the model or person in such potentially sensitive subject matter in which case the Art Work may be used or displayed in a manner that portrays the model or person in the same context and to the same degree depicted in the Art Work itself;

» to the extent that source code is contained within the Art Work, reverse engineer, decompile, or disassemble any part of such source code;

» remove any notice of copyright, trademark or other proprietary right from any place where it is on or embedded in the Art Work;

» use or display the Art Work in an electronic format that enables it to be downloaded or distributed via mobile devices or shared in any peer-to-peer or similar file sharing arrangement.

If the Art Work is reproduced on a social media platform or other third party website, (i) the rights granted herein shall automatically be revoked in the event that the platform website seeks to exploit purported rights to the Art Work contrary to the terms of this License, and (ii) in such event, upon Glasoe Group Studios LLC’s request, you shall remove any Art Work from such platform or website.

Term of License

This License is effective in perpetuity.

Glasoe Group Studios LLC reserves the right to elect at a later date to amend the license granted by this License.

Representations and Warranties

Glasoe Group Studios LLC warrants that (i) your use of the Art Work in accordance with this License and in the form delivered by Glasoe Group Studios LLC will not infringe on any copyright, moral right, trademark or other intellectual property right and will not violate any right of privacy or right of publicity; and (ii) all necessary model and/or property releases for use of the Art Work in the manner authorized under this License have been obtained.

(C) other than as expressly provided in section 7(a), the art work is provided “as is” without repesentation, warranty or condition of any kind, either express or implied. Glasoe Group Studios LLC does not represent or warrant that the art work will meet your requirements. The entire risk as to the quality and performance of the art work is with you. Should the art work prove defective, you (and not Glasoe Group Studios LLC) assume the entire risk.

(d) Certain jurisdictions 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 jurisdiction to jurisdiction.

Indemnification and Limitation of Liability

(a) Provided that the Art Work is only used in accordance with this License and you are not otherwise in breach of this License and as your sole and exclusive remedy for breach of the representations and warranties set forth in Section 7 (a) above, Glasoe Group Studios LLC shall, subject to the terms of Sections 8(b),(c),(d) and (e) defend, indemnify and hold harmless you, your parent, subsidiaries and affiliates and respective directors, officers and employees from all damages, liabilities and expenses (including reasonable outside legal fees), arising out of or connected with any actual or threatened lawsuit, claim or legal proceeding alleging that the possession, distribution or use of the Art Work by you is in breach of the representations and warranties set forth in Section 7(a) above. The foregoing states Glasoe Group Studios LLC’s entire indemnification obligation under this License.

(b) The indemnification set out in Section 8(a) above is conditioned on your prompt notification in writing to Glasoe Group Studios LLC of such claim and our right to assume the handling, settlement or defense of any claim or litigation. You agree to cooperate with Glasoe Group Studios LLC in the defense of any such claim or litigation and shall have the right to participate in such litigation at your sole expense. Glasoe Group Studios LLC shall not be liable for legal fees and other costs incurred prior to the notice of the claim.

(C) In no event shall Glasoe Group Studios LLC be liable for any incidental, indirect, punitive, exemplary, or consequential damages whatsoever (including damages for loss of profits, interruption, loss of business information, or any other pecuniary loss) in connection with any claim, loss, damage, action, suit or other proceeding arising under or out of this License, including without limitation your use of, reliance upon, access to, or exploitation of the art work, or any part thereof, or any rights granted to you hereunder, even if we have been advised of the possibility of such damages, whether the action is based on contract, tort (including negligence), infringement of intellectual property rights or otherwise. No action, regardless of form or nature, arising out of this License may be brought by or on behalf of you more than two (2) years after the cause of action first arose.

(d) Notwithstanding any other term herein, Glasoe Group Studios LLC shall not be liable for any damages, costs or losses arising as a result of modifications made to the art work by you or the context in which the art work is used by you.

(e) Notwithstanding anything else in this License, the total maximum aggregate liability of Glasoe Group Studios LLC under this License and any other License under which you have licensed the same Art Work, regardless of the use or exploitation of any or all of the Art Work in any manner whatsoever and the obligation of Glasoe Group Studios LLC under section 8(a) shall be limited to an aggregate of ten thousand ($10,000) US dollars regardless of the number of prints you license from Glasoe Group Studios LLC.

(f) Some jurisdictions do not allow for the limitation or exclusion of liability for incidental or consequential damages, so the above limitation or exclusion may not apply to you.

Your Indemnification

You agree to indemnify, defend and hold Glasoe Group Studios LLC harmless from and against any and all claims, liability, losses, damages, costs and expenses (including reasonable legal fees on a solicitor and client basis) incurred by Glasoe Group Studios LLC as a result of or in connection with any breach or alleged breach by you or anyone acting on your behalf of any of the terms of this License.

General Provisions

(a) Glasoe Group Studios LLC’s failure to insist upon or enforce strict performance of any provision of this License shall not be construed as a waiver of any provision or right.

(b) This License is personal to the owner of the Art Work, and is transferable as a result of a sales transaction between the current owner and another party so long as such party agrees to be bound by its terms.

(c) If all or part of any provision of this License is wholly or partially unenforceable, the parties or, in the event the parties are unable to agree, a court of competent jurisdiction, shall put in place of such whole or part provision an enforceable provision or provisions, that as nearly as possible reflects the terms of the unenforceable whole or part provision.

(d) 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 the license granted to you, or of your use of the Art Work, pursuant to this License.

(e) This License will be governed under the laws of the State of Illinois and the federal laws of the United States applicable therein (without reference to conflicts of laws principles). You consent to service of any required notice or process upon you by registered mail or overnight courier with proof of delivery notice, addressed to the address or contact information provided by you at the time the Art Work was puchased, or such other address as you may advise us in writing to use, from time to time.

(f) Any and all disputes arising out of, under or in connection with this License, including without limitation, its validity, interpretation, performance and breach, shall be settled by arbitration in Chicago, Illinois, USA.

Contact

If you have concerns relating to this License, please contact Glasoe Group Studios LLC, P.O. Box 5026, Evanston, IL 60204 USA.

Acknowledgement

You acknowledge that you have read this License, understand it, and had an opportunity to seek independent legal advice prior to agreeing to it. In consideration of Glasoe Group Studios LLC agreeing to provide the art work, you agree to be bound by the terms and conditions of this License. You further agree that it is the complete and exclusive statement of the License between you and Glasoe Group Studios LLC, which supersedes any proposal or prior License, oral or written, and any other communication between you and Glasoe Group Studios LLC relating to the subject of this License.