To contact A-Frame Photo, please call 949-361-4879, or send an email to info@aframephoto.com.

Terms and Conditions for A-Frame Photo Image License

1. Licenses are granted by A-Frame Photo, as agent for the Rightsholder identified on the invoice confirmation (the "Rightsholder"). "Image", as used herein, generally means a representation of one or more persons, objects or scenes or any combination thereof as interpreted by the Rightsholder, captured or stored in any photographic, digital, magnetic, optical or other medium, and specifically means the Image(s) described on the usage confirmation. The provisions of the usage confirmation, together with these Terms and Conditions, constitute a binding agreement between User and A-Frame Photo. User shall be deemed to have accepted and agreed to all of these Terms and Conditions if User uses the Image in any fashion.

2. All Images and rights therein, including copyright rights, remain the sole and exclusive property of the Rightsholder. The license created by the exchange of a copy of the Image(s) under these Terms and Conditions and of payment by User of the full amount set forth on the invoice confirmation conveys no rights to User in the Images, except as expressly set forth on the invoice confirmation. No license is granted hereunder until complete payment of the amount specified on the invoice confirmation is received from User. Unless otherwise provided on the usage confirmation, any grant of rights to User is "one-time", is non-exclusive and non-transferable and is limited to use outlined in usage agreement. Upon the completion of the licensed use, User shall return the Image or other physical medium containing the Image(s) to A-Frame Photo or, at A-Frame Photo's option, shall destroy such medium and certify such destruction to A-Frame Photo. A-Frame Photo will accept returns of Images at any time. All rights not expressly granted are reserved; any license granted is further limited as set forth in any restrictions included on the invoice and or usage confirmation.

3. Use of proper copyright notice (photo credit) for an Image is required as a condition of any license granted under this A-Frame Photo licensing program in accordance with the following standards: (a) where the Image is used substantially alone (common examples: wall calendar, greeting card cover), proper copyright notice (reading: "© 20__ [Rightsholder's name]/A-Frame") must be displayed near the Image in a type size large enough to be read under ordinary circumstances; (b) where the material in which the Image is used contains other creators' credits or copyright notices (common examples: books with named authors, periodicals containing bylined articles), proper copyright notice (reading: "© 20__ [Rightsholder's name] /A-Frame") must be displayed either near the image in a type size no smaller than the smallest typeface in the adjacent text or together with all other applicable creators' credits or copyright notices in a single place in the overall work; and (c) pages of advertising and other circumstances where the material in which the Image is used contains no other creators' credits or copyright notices (common examples: point-of-purchase display, billboard), proper copyright notice in the above form is requested but not required. Failure to include any required notice results in loss to the Rightsholder and to A-Frame Photo, and User hereby agrees to pay liquidated damages for each such failure equal to twice the use fee charged for the applicable transaction, in addition to the use fee itself and any other applicable fees and charges.

4. User may not make or permit any alterations, including without limitation additions, subtractions or adaptations, to any Image, except that cropping, and alterations of contrast, brightness and color balance, consistent with reproduction needs, may be made. No Image may be used in any way that is defamatory, violates the rights of third parties (including such third parties' rights of copyright, privacy, publicity, or other tangible or intangible property), or is otherwise illegal or obscene. In addition, User may not conjoin an Image with any other material that may result in damage to the reputation of the Rightsholder.

5. User agrees to inform A-Frame Photo if it becomes aware of any infringement of any rights in an Image and to cooperate with any reasonable request of A-Frame Photo or the Rightsholder in connection therewith.

6. User hereby indemnifies and agrees to defend the Rightsholder and A-Frame Photo, and their respective employees and directors, against all claims, liability, damages, costs and expenses, including legal fees and expenses, arising out of any use of an Image for which no model or other release was furnished to User, any use of an Image beyond the scope of the rights granted herein, or any use of an Image which has been altered in any way by User, including claims for defamation or infringement of rights of copyright, publicity, privacy or other tangible or intangible property. Unless furnished in advance or pursuant to a special request to A-Frame Photo (for which separate compensation may be required), no release exists.

7. LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES WILL A-Frame Photo OR THE RIGHTSHOLDER BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF BUSINESS PROFITS OR INFORMATION, OR FOR BUSINESS INTERRUPTION) ARISING OUT OF (i) THE USE OR INABILITY TO USE AN IMAGE OR (ii) THE INABILITY TO OBTAIN ADDITIONAL RIGHTS TO THE IMAGES (SUCH AS ADDITIONAL RELEASES), EVEN IF ANY ONE OF THEM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. In any event, the total liability of the Rightsholder and A-Frame Photo (including their respective employees and directors) shall not exceed the total amount actually paid by User under the invoice/credit card confirmation. User assumes full liability for the actions and omissions of its principals, employees, agents, affiliates, successors and assigns.

8. WARRANTIES. THE IMAGES ARE PROVIDED "AS IS". A-FRAME PHOTO HAS THE RIGHT TO GRANT TO USER THE RIGHTS DESCRIBED ON THE INVOICE/USAGE CONFIRMATION. A-FRAME PHOTO AND THE RIGHTSHOLDER DISCLAIM ALL OTHER WARRANTIES RELATING TO THE IMAGES, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ADDITIONAL RIGHTS MAY BE REQUIRED TO USE AN IMAGE IN A MANNER CONTEMPLATED BY USER (SUCH AS MODEL OR PROPERTY RELEASES); USER UNDERSTANDS AND AGREES THAT A-FRAME PHOTO MAY NOT HAVE SUCH ADDITIONAL RIGHTS TO GRANT.

9. The licensing transaction described on the invoice/usage confirmation is personal to User. Therefore, User may not assign or transfer this Agreement or any rights granted hereunder; provided, however, that User and its principals, employees, agents and affiliates are jointly and severally liable for the performance of all payments and other obligations hereunder. No amendment or waiver of any terms is binding unless set forth in writing and signed by the parties.

10. The Rightsholder and A-Frame Photo hereby object to any terms contained in any writing prepared by the User or its principals, employees, agents or affiliates and purporting to govern or otherwise relate to the licensing transaction described on the invoice/usage confirmation, which terms are in any way inconsistent with any terms set forth on the invoice/usage confirmation, in these Terms and Conditions, or in A-Frame Photo's standard operating procedures, whether such writing is prepared prior to, simultaneously with or subsequent to the invoice/credit card confirmation, and whether such writing appears on the invoice/usage confirmation or in a separate instrument, unless such writing is countersigned by A-Frame Photo.

11. Any failure by User to pay any amount when due, or any use by User of an Image beyond the scope of the license set forth on the invoice/usage confirmation, shall be a material breach of this Agreement. Any breach not cured within ten (10) days of notice thereof shall result in immediate termination of such license and this Agreement without further notice. Invoices are due and payable upon receipt. Any unauthorized use of an Image that is terminated immediately upon notice thereof may be liquidated by payment of the Rightsholder's ordinary license price therefore; any unauthorized use that is not terminated immediately for any reason (including, for example, because materials containing the Image cannot reasonably be recalled) will be subject to all remedies available at law or in equity, but in no event to a payment of less than three times the Rightsholder's ordinary license price for such use.

12. This Agreement and the licensing transaction described on the invoice/usage confirmation shall be governed by and construed under the law of the State of California, USA, without regard to the principles thereof of conflicts of law. Any case, controversy, suit, action, or proceeding arising out of, in connection with, or related to this Agreement or such licensing transaction shall be brought, at A-Frame Photo's sole discretion, in any federal or state court located in the County of Orange, State of California, USA, or in any national, federal, state or provincial court whose geographical jurisdiction covers the location of the Rightsholder set forth on the invoice/usage confirmation. The parties expressly submit to the personal jurisdiction and venue of each such court.