Introduction
This is a legal agreement between you (“Client”) and The Carrington Collection, its affiliates, licensors, and assigns (“The Collection”). This agreement applies when the Client purchases, downloads, obtains or otherwise licenses any photography services or related deliverable images (the “Licensed Content”) from The Collection. By purchasing, downloading, obtaining, licensing or using the Licensed Content provided by The Collection, the Client agrees to the terms described within this license agreement.

License Types
This Commercial Photography License Agreement (the “License”) allows the Client to use Licensed Content in accordance with predetermined guidelines, as outlined in the Licensed Content Usage section, below. Dependent upon Client’s intended use of Licensed Content, or additional project expenses, in some cases The Collection may require adherence to an Extended Commercial Photography License Agreement (the “Extended Commercial License”).

Licensed Content Usage
The License allows the Client to use a non-exclusive, royalty-free version of the Licensed Content without expiration, in any geographic region, an unlimited number of times, pursuant to the requisite payment being made for the same. The Client may use Licensed Content for personal or commercial reasons, in any medium or format, except as outlined in the Restricted Usage section of this License.

The Client understands that Licensed Content is provided for their non-exclusive use for a period of one year from the date of agreement ratification. The Client understands that other licensed parties, at the sole discretion of The Collection, may use the Licensed Content. In the event the Client desires an exclusive license to the Licensed Content, such agreement shall be negotiated between the Client and The Collection. Agreement ratification is defined as the date that the Client authorizes photography services in writing, downloads, acquires or otherwise obtains the Licensed Content, including if completed by email.

The Client’s employees or subcontractors may access and use Licensed Content at the direction of the Client, and only in relation to the Client’s own projects.

Restricted Usage
The Client understands and agrees to the following restrictions on the use of Licensed Content:

Unlawful Use – The Client will not use Licensed Content in any defamatory manner, or in violation of any applicable laws.
Derivative Works – The Client will not create, or permit another party to create, any derivative works of the Licensed Content without the express written permission of The Collection.
File Storage – The Client will store only 2 copies of any Licensed Content file, and will not store such copies in any manner that allows for downloading or redistributing the file in its original format.
Pornographic Use – The Client will not use Licensed Content in relation to any pornographic subject matter.
Sensitive Use Disclaimer – If the Client uses Licensed Content in connection with subject matter that could be interpreted as controversial in nature, the Client agrees to indicate that the Licensed Content is for example purposes only.
False Representation – The Client will not falsely represent that they are the original creator of the Licensed Content. Use of Licensed Content without attribution is considered False Representation.
On-Demand Products – The Client will not use, or permit any other party to use, Licensed Content for the creation or production of on-demand or made-to-order products, such as, but not limited to, postcards, mugs, t-shirts, calendars, computer desktop wallpapers, enlargement or prints.
Template Usage – The Client will not use Licensed Content for the creation of digital templates intended for resale or any other distribution.
Logo Usage – The Client will not use Licensed Content as part of a trademark, service mark, business name or logo.

Intellectual Property Rights
The Client understands that The Collection retains all ownership and copyrights to Licensed Content. Any rights not expressly granted in this agreement are reserved by The Collection. The Client is granted limited use of The Carrington Collection names and logos for the purpose of attribution.

Attribution
The Client acknowledges and agrees that in all instances that the Licensed Content is used, Client shall provide the following details directly underneath the Licensed Content:

Title of the Licensed Content
©The Carrington Collection
Source: The URL where the Licensed Content is Hosted
License, including a link to this license

For example: “ABC”, ©The Carrington Collection, licensed under The Carrington Collection Photography License Agreement

License Termination
The Collection may terminate this agreement at any time if the Client breaches the terms of this or any other agreement with The Collection. When this agreement is terminated, the Client agrees to cease using Licensed Content obtained from The Collection, and destroy any stored copies of such data. The Client agrees to provide certification of such destruction upon request.

Representations and Warranties
The Collection does not guarantee the accuracy of Licensed Content categories, descriptions, keywords, captions or titles. The Client agrees that all Licensed Content is provided “as is” without representation, warranty or condition of any kind.

Indemnification
The Client agrees to indemnify and hold harmless The Collection from any and all liabilities, damages and expenses stemming from the use of Licensed Content.

General Provisions
The Client understands and agrees to the following general provisions of this contract:

Assignment – The Client is bound by this agreement and may not assign it to other individuals or businesses without the express written consent of The Collection. The Collection reserves the right to assign this agreement to any successor, affiliate, or other third party without notice or consent.
Licensed Content Audit – The Client agrees to provide The Collection with samples, photographs or illustrations of Licensed Content in use. The Collection may audit the Client’s usage of licensed content to ensure compliance with this agreement. If the Client is found to be using Licensed Content in a manner outside of accordance with this agreement, the Client agrees to reimburse The Collection for the cost of the audit.
Governing Law – This agreement will be governed by the laws of the State of Missouri, in the United States of America. The Client agrees to resolve any initial legal disputes in any competent state or federal court situated in St. Louis (City), Missouri.
Severability – If any of the provisions of this agreement are found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions will not be affected.
Entirety – No terms or conditions outlined in this agreement may be modified by either party without the express consent of both parties, in writing.
Notice – Any notices for The Collection pertaining to this agreement or Licensed Content should be sent via email to info@thisiscarrington.com. The Collection will send any such notices to the Client’s email account used when scheduling photography services or purchasing, registering, downloading, or obtaining Licensed Content.

Questions or comments about this license agreement may be emailed to info@thisiscarrington.com.