Terms of use Agreement

Royalty-Free (RF)

Royalty-free products may be used by you multiple times for multiple projects without incurring additional fees. Royalty-free pricing is based solely on the file size of the product you need and the number of people entitled to use it (maximum 10), not the specific use. You don't have to pay any additional royalties on a use-by-use basis. However, the rights granted are non-transferable and are personal to you. This means that if you license an RF product to be used in a derivative work by your client or any other person, they may not use the licensed product separately from the derivative work. Royalty-free licenses are always non-exclusive. All licenses of royalty-free products are subject to the below agreement.

THIS IS A LEGAL AGREEMENT BETWEEN YOU ("LICENSEE") AND MARK RUTH REFERRED TO HEREAFTER AS OceanParadigms.com

THIS AGREEMENT APPLIES TO LICENSES ISSUED VIA THE WEB AND IS APPLICABLE TO ONLINE, DIGITAL AND ANALOGUE (PHYSICAL) DELIVERY OF LICENSED MATERIAL.

1. Definitions. In this Agreement the following definitions apply:
1.1 "Invoice" means the computer-generated or pre-printed invoice provided by OceanParadigms.com  The Invoice shall be incorporated into this Agreement and all references to the Agreement shall include the Invoice. Additionally references to SeaShots.us, Britelights.com, Paradigm Investments, LLC and Mark Ruth may be used interchangeably with OceanParadigms.com in this Material.
1.2 "Licensed Material" means any still image, film or video footage, audio product, visual representation generated optically, electronically, digitally or by any other means, including any negatives, transparencies, film imprints, prints, original digital files or any Reproductions thereof, or any other product protected by copyright, trademark, patent or other intellectual property right, which is licensed to Licensee by OceanParadigms.com under the terms of this Agreement. Any reference in this Agreement to the Licensed Material shall be to each individual item within the Licensed Material and also to the Licensed Material taken as a whole.
1.3 "Reproduction" and "Reproduce" mean any form of copying or publication of the whole or a part of any Licensed Material, via any medium and by whatever means, and the distortion or manipulation of the whole or any part of the Licensed Material and the creation of any derivative work from the Licensed Material.
  1.4 "User" means any employee or subcontractor of the Licensee who manipulates, edits, or modifies the original digital file containing the Licensed Material or incorporates the Licensed Material within any derivative work.
2. Grant of Rights. Subject to the terms of this Agreement:
2.1
Licensee has the non-exclusive, non-transferable, non-sub licensable right to Reproduce the Licensed Material identified in the Invoice an unlimited number of times in any and all media for the following purposes (together the "Permitted Uses"):
2.1.1 Advertising and promotional materials;
2.1.2 Broadcast and theatrical exhibitions;
2.1.3 Print publications and physical products;
2.1.4 Electronic publications including website design, up to a maximum resolution of 72dpi; and
2.1.5 Any other uses approved in writing by OceanParadigms.com.
2.2 Licensee has the right to have the Licensed Material Reproduced by subcontractors of Licensee, provided that Licensee ensures that such subcontractors agree to abide by the provisions of this Agreement.
2.3 Licensee may alter, crop, manipulate and create derivative works of the Licensed Material.
2.4 Licensee's rights to the Licensed Material are worldwide and perpetual.
  2.5 While every effort has been made to correctly caption the subject matter of the Licensed Material, OceanParadigms.com does not warrant that such information is accurate.
3. Restrictions.
3.1 Licensee may store the Licensed Material in a digital library, network configuration or similar arrangement to allow the Licensed Material to be viewed by employees, partners and clients of Licensee, but under no circumstance may the Licensed Material ever be used by more than 10 Users unless a separate seat license is purchased for each additional User, before such additional use begins.
3.2 Licensee may not sublicense, sell, assign, convey or transfer this Agreement or any of its rights under this Agreement but Licensee may sell or license derivative works incorporating the Licensed Material. However, Licensee may not include the Licensed Material in an electronic template intended to be Reproduced by third parties on electronic or printed products.
3.3 Licensee may not sell, license or distribute any derivative work containing the Licensed Material in a way that would allow a third party to download, extract or access the Licensed Material as a standalone file.
3.4 Licensed Material shall not be incorporated into a logo, trademark or service mark.
3.5 Licensee may not post the Licensed Material online in a downloadable format or enable it to be distributed via mobile telephone devices.
3.6 If any Licensed Material featuring a model is used in (i) a manner that would lead a reasonable person to believe that the model personally uses or endorses a product or service; or (ii) connection with a subject that would be unflattering or unduly controversial to a reasonable person, Licensee must accompany each such use with a statement that indicates that the person is a model and the Licensed Material is being used for illustrative purposes only.
3.7 The Licensed Material may not be used in a pornographic, defamatory or otherwise illegal manner, whether directly or in context or juxtaposition with other materials.
3.8 Licensee must retain the copyright symbol, the name of OceanParadigms.com, the Licensed Material's identification number and any other information as may be invisibly embedded in the electronic file containing the original Licensed Material.
3.9 Licensee must abide by any restriction on use notified to it by OceanParadigms.com before or at the time of delivery of the Licensed Material, either in the information accompanying the Licensed Material or otherwise.
3.10 If the Licensed Material is used in an editorial manner, Licensee must include the following credit adjacent to the Licensed Material: "Mark Ruth / OceanParadigms.com".
3.11 While efforts have been made to correctly caption the subject matter of the Licensed Material, OceanParadigms.com does not warrant the accuracy of such information.
4. Copyright. No ownership or copyright in any Licensed Material shall pass to Licensee by the issuance of the license contained in this Agreement. Except as expressly stated in this Agreement, OceanParadigms.com grants Licensee no right or license, express or implied, to the Licensed Material.
5. Releases. OceanParadigms.com will notify Licensee if it has obtained a model release and/or a property release for Licensed Material, either in the release status information accompanying the Licensed Material on OceanParadigms.com' website, in the Invoice or by other means. If no such notification is given, then no such model or property release has been obtained. Except where Licensee is specifically notified, OceanParadigms.com grants no rights and makes no warranties with regard to the use of names, people, trademarks, trade dress, registered, unregistered or copyrighted designs or works of art or architecture depicted in any Licensed Material. Where Licensed Material is unreleased, Licensee shall be solely responsible for determining whether a release is required in connection with any proposed use of such Licensed Material. Licensee acknowledges that some jurisdictions provide legal protection against a person's image, likeness or property being used for commercial purposes without their consent. OceanParadigms.com makes no representations or warranties as to whether or not any additional fees or payments may be due to any model depicted in Licensed Material pursuant to the requirements of any applicable trade union and Licensee shall be solely responsible for any such additional fees or payments to such trade union.
6. Warranty and Limitation of Liability.
6.1 OceanParadigms.com warrants that: (i) it has all necessary rights and authority to enter into and perform this Agreement; (ii) the Licensed Material will be free from defects in material and workmanship for 30 days from delivery (Licensee's sole and exclusive remedy for a breach of this warranty being the replacement of the Licensed Material); and (iii) subject to Section 4 above (Releases), Licensee's use of the Licensed Material in its original form, and when used in accordance with this Agreement and the Invoice, 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.
6.2 OceanParadigms.com MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE LICENSED MATERIAL, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. OceanParadigms.com SHALL NOT BE LIABLE TO LICENSEE OR ANY OTHER PERSON OR ENTITY FOR ANY GENERAL, PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES, OR LOST PROFITS OR ANY OTHER DAMAGES, COSTS OR LOSSES ARISING OUT OF LICENSEE'S USE OF THE LICENSED MATERIAL OR OTHERWISE, EVEN IF OceanParadigms.com HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES. OceanParadigms.com MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH LICENSEE'S USE OF OR INABILITY TO USE THE LICENSED MATERIAL (WHETHER IN CONTRACT, TORT OR OTHERWISE) SHALL, TO THE EXTENT PERMITTED BY LAW, BE LIMITED TO THE VALUE OF 10 TIMES THE VALUE PAID BY THE LICENSEE FOR THE LICENSED MATERIAL.
6.3 THE REPRESENTATIONS AND WARRANTIES MADE BY OceanParadigms.com IN THIS AGREEMENT APPLY ONLY TO THE LICENSED MATERIAL AS DELIVERED BY OceanParadigms.com AND WILL BE INVALID IF THE LICENSED MATERIAL IS USED BY LICENSEE IN ANY MANNER NOT SPECIFICALLY AUTHORIZED IN THIS AGREEMENT OR IF LICENSEE IS OTHERWISE IN BREACH OF THIS AGREEMENT.
7. Indemnification.
7.1 Provided that the Licensed Material is only used in accordance with this Agreement and Licensee is not otherwise in breach of this Agreement, OceanParadigms.com shall defend, indemnify and hold Licensee harmless from all damages (excluding punitive damages), liabilities and expenses (including reasonable attorney's fees and permitted and authorized costs), arising out of or connected with any actual or threatened lawsuit, claim or legal proceeding alleging that OceanParadigms.com is in breach of its warranties given in section 6 above. The foregoing states OceanParadigms.com entire indemnification obligation under this agreement and Licensee's sole and exclusive remedy for any alleged or actual breach of the representations and warranties set forth in section 6 above.
7.2 Licensee shall defend, indemnify and hold OceanParadigms.com and its parent, subsidiaries and commonly owned or controlled affiliates and their respective officers, directors and employees harmless from all damages (except punitive damages), liabilities and expenses (including reasonable attorneys' fees and permitted and authorized costs), arising out of or as a result of claims by third parties relating to Licensee's use of any Licensed Material outside the scope of this Agreement or any other breach by Licensee of this Agreement.
7.3 The party seeking indemnification pursuant to this section 6 shall promptly notify the other party of such claim. At indemnifying party's option, indemnifying party may assume the handling, settlement or defense of any claim or litigation, in which event indemnified party shall cooperate in the defense thereof. Indemnified party shall have the right to participate in such litigation, at its expense, through counsel selected by indemnified party. The indemnifying party will not be liable for legal fees or other costs incurred prior to the other party giving notice of the claim for which indemnity is sought.
8. Notice of Defense. The party seeking indemnification pursuant to section 7 shall promptly notify the other party of such claim. At indemnifying party's option, indemnifying party may assume the handling, settlement or defense of any claim or litigation, in which event indemnified party shall cooperate in the defense thereof. Indemnified party shall have the right to participate in such litigation, at its expense, through counsel selected by indemnified party. The indemnifying party will not be liable for legal fees and other costs incurred prior to the other party giving notice of the claim for which indemnity is sought.
9. Parties' Obligation. Upon notice from OceanParadigms.com, or upon Licensee's knowledge that any Licensed Material is subject to a threatened or actual claim of infringement, violation of another right, or any other claim for which OceanParadigms.com may be liable herein, or if OceanParadigms.com withdraws any Licensed Material for any good reason, Licensee will physically remove the Licensed Material from its premises, computer systems and storage (electronic or physical) and, if possible, cease any future use at its own expense. OceanParadigms.com shall provide Licensee with comparable Licensed Material (which comparability will be determined by OceanParadigms.com in its reasonable commercial judgment) free of charge, but subject to the other terms and conditions of this Agreement.
10. License Cancellation Fee. If Licensee requests in writing to cancel this Agreement within thirty (30) days of the date of receipt by Licensee of the Licensed Material, and such Licensed Material has not been used by Licensee, OceanParadigms.com may cancel this Agreement and issue a credit to Licensee's account or credit card equal to one hundred percent (100%) of the license fee minus a composite/layout fee that will be charged at OceanParadigms.com then standard rate.
11. Interest or Cancellation on Overdue Invoices. If Licensee fails to pay OceanParadigms.com invoice in full within the time specified in the invoice, OceanParadigms.com may add a service charge of one-and-one-half percent (11/2 %) per month, or such lesser amount as is allowed by law, on any unpaid balance until payment is received. OceanParadigms.com also reserves the right, in its sole discretion, to revoke the license if payment is not made in full on time.
12. Condition of Licensed Material. Licensee should examine all Licensed Material for possible defects (whether digital or otherwise) before sending any Licensed Material for Reproduction. Without prejudice to section 6.1.(ii) above, OceanParadigms.com shall not be liable for any loss or damage suffered by Licensee or any third party, whether directly or indirectly, arising from any alleged or actual defect in any Licensed Material or its caption or in any way from its Reproduction.
13. Credit Lines for Editorial Use. If any Licensed Material is Reproduced in an editorial manner, the credit line, "[Photographer's name]/OceanParadigms.com", must appear adjacent to the Licensed Material, in the credit line accompanying the Licensed Material on OceanParadigms.com website or as otherwise notified by OceanParadigms.com. If any Licensed Material Reproduced by Licensee for editorial purposes omits the requisite credit line, an additional fee equal to twenty percent (20%) of the original amount invoiced shall be payable by Licensee at OceanParadigms.com discretion. The foregoing fee shall be in addition to any other rights or remedies that OceanParadigms.com may have at law or in equity.
14. Miscellaneous Terms.
14.1 Unauthorized Use. Any use of Licensed Material in a manner not expressly authorized by this Agreement or in breach of a term of this Agreement constitutes copyright infringement, entitling OceanParadigms.com to exercise all rights and remedies available to it under copyright laws around the world. Licensee shall be responsible for any damages resulting from any such copyright infringement, including any claims by a third party. In addition and without prejudice to OceanParadigms.com other remedies under this Agreement, OceanParadigms.com reserves the right to charge and Licensee agrees to pay a fee equal to five times OceanParadigms.com normal license fee for use of the Licensed Material.
14.2 Governing Law. Any disputes arising from this Agreement or its enforceability shall be settled by binding arbitration. If OceanParadigms.com and Licensee are unable to agree on the location of the arbitration, OceanParadigms.com decision shall be final. The United Nations Convention on Contracts for the International Sale of Goods does not govern this Agreement. Notwithstanding the foregoing, OceanParadigms.com shall have the right to commence and prosecute any legal or equitable action or proceeding before any court of competent jurisdiction to obtain injunctive or other relief against Licensee in the event that, in the opinion of OceanParadigms.com, such action is necessary or desirable.
14.3 Severability. If one or more of the provisions contained in the Agreement is found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected. Such provisions shall be revised only to the extent necessary to make them enforceable.
14.4 Waiver. No action of OceanParadigms.com, other than express written waiver, may be construed as a waiver of any provision of this Agreement. A delay on the part of OceanParadigms.com in the exercise of its rights or remedies will not operate as a waiver of such rights or remedies, and a single or partial exercise by OceanParadigms.com of any such rights or remedies will not preclude other or further exercise of that right or remedy. A waiver of a right or remedy on any one occasion will not be construed as a bar to or waiver of those rights or remedies on any other occasion.
14.5 Entire Agreement. This Agreement, including the Invoice, contains all the terms of the license agreement and no terms or conditions may be added or deleted unless made in writing and signed by an authorized representative of both parties. In the event of any inconsistency between the terms contained herein and the terms contained on any purchase order or other communication sent by Licensee, the terms of this Agreement shall govern.