READYLUCK LLC considers collaborative, creative efforts among vendors crucial to creating memorable events, and we’re delighted that you desire to use our images to depict your goods and services to your clientele. This Vendor Image Usage Agreement (“Agreement”) is made effective this TODAY'S DATE by and between READYLUCK LLC (“READYLUCK”) and (“Vendor”). NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is acknowledged, the parties agree as follows:
1. Copyright Notice, Link and Credit. Vendor covenants and agrees that Images used online shall bear the following photo credit with embedded hyperlink to www.readyluck.com
“©Edward Winter / READYLUCK”
SOCIAL MEDIA:
Images used on social media shall bear the following photo credits in the caption/description AND as a tag when the image is first posted. Photo credit may not be included only in the comments and not solely as a tag.
NOTE:
Instagram (two accounts): “photo by @edward__winter / @readyluck”
Facebook: “photo by Edward Winter / @readyluck”
READYLUCK is always one word, all caps wherever possible
For website use, the credit under each photo should be hyperlinked back to our website. We will also link back to your website on our blog & on social media.
2. License to Use Images. READYLUCK hereby grants Vendor a non-exclusive, revocable, terminable license to use photographic images made by READYLUCK (“Images”) at (“Event”) in electronic or digital format for VENDOR NAME’S website and social media. Vendor may use the Images only as provided by READYLUCK, and may not alter, modify, abridge, change or make derivative works of the Images in any way. Vendor may not use Images for any other purposes, including print or web advertising without READYLUCK’s prior written consent. Any uses not specifically permitted in this Agreement are outside the scope of the license granted herein and are not permitted. Vendor may contact READYLUCK to request a custom license for any use not specifically authorized herein.
3. Retention of Rights. All rights not expressly granted herein are reserved by READYLUCK. Rights granted to Vendor in this Agreement shall not be transferred or assigned, in whole or in part, whether voluntary or by operation of law without the express written consent of READYLUCK. Images are not and shall not be considered a work made for hire.
4. Term and Termination. This Agreement is effective as of the date above, and unless terminated as provided herein, will continue indefinitely. READYLUCK may terminate this Agreement at any time for any reason upon seven (7) days prior written notice to Vendor.
5. Model Consents Required. READYLUCK and/or its employees, independent contractors, and agents is not responsible for obtaining model releases for persons appearing in the Images. All model releases and property releases are the sole responsibility and liability of Vendor. Vendor must request written permission from both READYLUCK and identifiable persons in the Images before Vendor displays Images. Vendor shall indemnify and hold harmless READYLUCK (and its owners, employees, independent contractors, and clients (each, a “READYLUCK Affiliated Party”)) from and against any and all claims, losses, damages, costs, debts, expenses, deficiencies or other monetary obligations or liabilities (each, a “Claim”) whatsoever, including, without limitation, any additional tax liability, interest, penalties and reasonable legal fees incurred or suffered by one or more READYLUCK Affliated Parties, READYLUCK, and its successors or assigns, arising from any violation(s) of Sections 1 and 5. READYLUCK may but is not obligated to defend the Claim. If READYLUCK assumes defense of the Claim, Vendor its indemnity obligations under this Section and will have the right to approve any settlement binding on Vendor, which approval shall not be unreasonably withheld. Vendor may have advisory counsel at Vendor’s own expense. If READYLUCK does not assume defense of the Claim, Vendor shall defend the Claim including all required steps or proceedings to settle or defend any such action, including the employment of counsel and payment of all expenses. READYLUCK may, if it chooses, employ separate counsel and participate in the defense thereof.
6. Disclaimer of Warranty. READYLUCK makes no warranties, express or implied, with regard to the images provided hereunder and expressly disclaims all other warranties including but not limited to warranties of merchantability, non-infringement, and fitness for a particular purpose.
7. Limitation of Liability. READYLUCK and its owners, members, directors, officers, employees, subcontractors, insurers, and agents are not liable to vendor or its owners, directors, officers, employees or agents for consequential, exemplary, special, indirect, incidental or punitive damages (or costs, expenses or losses relating thereto) including, without limitation, lost profits or opportunity costs even if READYLUCK has been notified of the possibility or likelihood of such damages occurring. in furtherance and not in limitation of the foregoing, readyluck is not liable in connection with any decisions made by vendor as a result of READYLUCK’s provision of images or performance of services under the agreement. READYLUCK agrees, to the fullest extent permitted by law, to indemnify, defend and hold harmless Vendor, its officers, directors, employees and agents (collectively, “Vendor”) against all third party claims of damages, injuries, liabilities, judgments or expenses (including reasonable attorney fees incurred by Vendor in defending such “Third Party Claims”) to the extent caused by the READYLUCK’S negligence or willful misconduct arising from or relating to this Agreement. Likewise, Vendor agrees, to the fullest extent permitted by law, to indemnify, defend and hold harmless READYLUCK, its officers, directors, employees and agents (collectively, “READYLUCK”) against all third party claims of damages, injuries, liabilities, judgments or expenses (including reasonable attorney fees incurred by Consultant in defending such “Third Party Claims”) to the extent caused by the Vendor’s negligence or willful misconduct arising from or relating to this Agreement.
8. Notices. Any notice or other communication required or permitted by or in connection with this Agreement shall be in writing and effective upon receipt by email (with printed confirmation of receipt), or by hand delivery (with confirmation of receipt), or by nationally recognized overnight delivery service, or by certified mail (return receipt requested, postage prepaid), addressed to the parties at the appropriate address above or contact set forth below such party’s name on the signature page hereto
9. Miscellaneous. This Agreement, including its recitals, constitutes the entire agreement between the parties with respect to use of the Images and supersedes all prior agreements and understandings. No modifications of this Agreement will be effective unless in writing and signed by both parties hereto. No waiver by either party hereto of any of the terms and conditions of this Agreement in any one instance shall be deemed to be a waiver of any preceding or succeeding breach of such terms and conditions. This Agreement, and all matters or issues related hereto, shall be governed by and construed in accordance with the laws of the State of Maryland without regard to principles of conflict of laws. Vendor agrees to accept personal jurisdiction in the federal or state courts located in the State of Maryland for disputes arising from use of the Images. This Agreement shall be binding upon the parties hereto, their successors and permitted assigns.
Please acknowledge that this is our Agreement by signing where indicated below.
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