LICENSE AGREEMENT

This License Agreement (the “Agreement”), is made by and between Delegate & Elevate LLC. doing business as Pops of Pretty (hereafter known as “Seller”), and you (hereafter known as “Buyer”, and collectively, the “Parties”).

 By purchasing a Product (as defined below) from Company, Purchaser agrees to the following terms:

CONTRACT

  1. THE GRANT

    1. The Seller hereby grants the Buyer the right to utilize photographs downloaded as part of a purchased Pops of Pretty subscription or membership.

    2. The use of such photograph described in paragraph 1.1 above, is limited to the following commercial uses outlined in paragraph 2.1

    3. The Territory of this Agreement is limited to the United States, Canada, and the European Union.

    4. The terms of this agreement shall not be assignable or sub-licensable by the Buyer without the prior written consent of the Seller.

    5. In consideration for the grant of this license,Buyerhereby covenants and agreesto paySellerin accordance with the terms set forth in Section V below.

  2. USE OF IMAGES

    1. The Buyer may:

      1. Use images for personal or business use, online and in print.

      2. Resize, crop or change image orientation.

      3. Overlay the image with text, website screenshots, product designs and pdf designs.

      4. Add filters or color overlays to suit their branding aesthetic.

      5. Use the images to create opt-ins such as checklists, workbooks, pdfs, ebooks, as long as the images are flatted and overlaid with text or graphics and cannot be extracted, and so long as the image is not a main component of the download.

      6. Use the images for multiple businesses/blogs for which the member is the sole owner.

    2. The Buyer may NOT:

      1. Sell, loan, or give away the image or otherwise allow a third-party to use the image in any way.

      2. Transfer the images to clients/customers, even if you have modified the design by adding text or graphics.

      3. Transfer membership or login credentials to a third party - whether a client, customer, or business partner without previous written from Pops of Pretty.

      4. Use the images for social media, websites, or any other online/print mediums for clients/customers or anyone who does not have a Pops of Pretty subscription or membership (even if the image files are not being directly transferred to the client/customer).

      5. Use the images for ebook covers or physical book covers to be sold on Amazon or similar mass distribution sites.

      6. Create derivative products from the images such as templates, screensavers, quote graphics, desktop calendars, printables, art prints, mugs, calendars, clipart, invitations, or any such products, either for sale or to give away for free.

      7. Images may not be used for any offensive, illegal or pornographic use. 

      8. Use the images to promote or sell other stock photography products/services/resources/courses, whether for free or paid.

    3. Seller and Buyer shall at all relevant times herein maintain the utmost good faith and fair dealing in their mutual duties under this agreement.

  3. COPYRIGHT

    1. Buyer acknowledges that the Seller shall remain the sole author, sole owner and sole copyright claimant of any licensed photograph[s] and does not transfer ownership or control of said copyrights except as hereto agreed.

    2. Accreditation is not required, it is appreciated!

  4. ACKNOWLEDGEMENT OF RIGHTS

    1. Buyer acknowledges and agrees not to contest, or assist or induce others to do so, the Sellers rights in and to any photograph[s].

  5. CONSIDERATION

    1. The Buyer hereby agrees and undertakes to pay one of the following consideration to the Seller for the use of the photograph[s]:

      1. Purchase of a monthly, quarterly, or annual Subscription package for the amount listed on the Pops of Pretty website at the time of sale.

      2. Purchase of monthly Membership for the amount listed on the Pops of Pretty website at the time of sale.

  6. INDEMNIFICATION

    1. Seller shall at all times during the term of this Agreement, and at all times after the termination hereof, indemnify and keep indemnified and hold Buyer harmless from and against all expenses incurred and damages paid by Buyer in respect of any third party claim or action against Buyer arising from any adverse claim of ownership to any rights, title, and interest in and to the licensed images, including, but not limited to, actions existing in copyright, trademark, unfair competition, passing off, or any other claim or cause action based on the rights of and/or ownership to the licensed images, or other intellectual properties which comprise this Agreement.Seller, atBuyer's request, shall defend Buyer in any such third party claim.

  7. THIRD PARTY INFRINGEMENT

    1. Buyer will promptly call to the attention of Seller the use of the photograph[s] by any third party which Buyer considers to be an infringement. Seller and Buyer shall consult one another as to whether proceedings shall be brought against such third parties. In the event that Seller and Buyer decide that action should be taken against such third parties, Seller may take such action in their own name or, alternatively, Seller may authorize Buyer to initiate such action in Buyer's name. Buyer and Seller agree to cooperate fully with one another to whatever extent it is necessary to prosecute such action, all expenses being borne by Seller and all damages that maybe recovered being solely for the account of Seller.

  8. FORCE MAJEURE

    1. Neither party shall be liable for any delay in performing or failing to perform obligations if that delay or failure results from events or circumstances outside its reasonable control. Such delay or failure shall not constitute a breach of this agreement and the time for performance shall be extended by a period equivalent to that during which performance is so prevented provided that if such delay or failure persists for more than 90 days, nothing in this Clause shall be taken to limit or prevent the exercise by either party of its rights of termination under Clause IX without claim [arising from the termination] against the party defaulting by reason of force majeure cure provided that any outstanding pre-existing claims shall not be thereby terminated.

  9. TERMINATION

    1. This agreement shall terminate in the event that Seller or Buyer materially breaches any portion of this agreement. Such termination shall take effect immediately after fourteen [14] calendar days after notice of the breach from one party to the other. Both parties shall have the right to notify the other of their intent to take substantial steps to cure any breach. If such notice is delivered, the agreement shall not terminate, unless such substantial steps do not in fact occur.

    2. This agreement shall terminate forthwith in the event of bankruptcy or judicial or administrative declaration of insolvency of Seller or Buyer that relate to any duty of performance under this agreement.c. Upon termination of this Agreement, Buyer shall discontinue all use of the Licensed photograph[s] in any manner whatsoever and shall return any and all Photograph[s] to the Seller that remain in the Buyer’s care, custody and control.

  10. MISCELLANEOUS

    1. Any waiver by either Buyer or Seller of any breach of a term or condition of this Agreement, or failure to perform under this agreement, shall not be considered as a waiver of any subsequent breach of the same or any condition hereof.

    2. If any provision, clause or section of this Agreement is declared void or unenforceable by any judicial or administrative authority, the remaining portions of this agreement shall remain in full force and effect.

    3. This Agreement shall not create or be construed to create a partnership, joint venture, association or any type of combination. No party shall have the power or authority to act as the agent of the other or to authorize or incur obligations on behalf of the other or to make on behalf of the other party any promises, warranties or representations.

    4. The parties expressly consent to jurisdiction and venue of the federal and state courts of theState of Florida with respect to any suit, claim or dispute arising out of, or relating to, this Agreement. It is understood and agreed by the parties that the Court where litigation is first commenced will retain jurisdiction over any and all related claims or disputes arising out of and concerning this Agreement. Depending on which State any action may be commenced, this Agreement shall be deemed to have been made in such State, and shall be governed by and construed in accordance with the laws of such State.

    5. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors, assigns, parents, subsidiaries or otherwise related or affiliated companies.f. This Agreement, including this paragraph, may be modified or amended only by a writing signed by all parties to this Agreement.

    6. This Agreement represents the entire agreement of the parties, and all prior assertions, understandings, warranties and representations are merged herein. It is a final integrated Agreement which embodies all the terms, conditions, and representations between the parties, and the parties make no warranties, covenants or agreements, express or implied, except as expressly set forth herein.