License Agreement

THIS AGREEMENT, effective as of the date of purchase, is between Shelley Paulson Photography at www.shelleypaulsonstock.com [“SELLER”] and YOU (or the company or individual on whose behalf you are licensing content) [“BUYER”].

WHEREAS, Seller is the owner of various stock photographic images, video assets, and related intellectual property; and

WHEREAS, Seller is the owner of the copyright rights to the stock photographic images, video assets, and related intellectual property; and

WHEREAS, Seller has the sole and exclusive right to sell, license, or authorize the use of such images, video assets, and intellectual property; and

WHEREAS, Buyer desires the right to purchase certain images and/or videos for certain purposes; and

NOW, THEREFORE, in consideration of the mutual promises and covenants hereinafter set forth, and other valuable consideration as hereinafter described, the parties hereto agree as follows:

I. THE GRANT

The Seller grants the Buyer a license to use the purchased photograph(s) and/or video(s) for one organization or one client.

If a designer, agency, or contractor purchases an asset, the license covers use for one specific client only. Use of the same asset for additional clients requires the purchase of additional licenses.

If a company purchases an asset for its own business, the asset may be used across multiple marketing materials, campaigns, and platforms for that company. The license does not allow the asset to be shared, transferred, or used by other organizations.

The use of individually purchased royalty-free images and videos is limited to the following commercial uses:

  • Worldwide, royalty-free use.
  • Unlimited digital use.
  • Reproduction/print run limited to 500,000 copies.
  • Packaging use: Buyer may use the image on product packaging, labels, or product containers for print runs up to 10,000 units per image. Packaging use exceeding 10,000 units requires a custom packaging license, available by contacting Seller.
  • Broadcast usage is included under the same terms (TV, film, streaming, etc.).

“Packaging” includes any material affixed to, printed on, or accompanying a product at the point of sale, including bags, boxes, labels, tags, and inserts.

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

II. USE OF IMAGES AND VIDEOS

Buyer agrees to utilize the content in a commercially reasonable manner and in such a manner that will not harm the professional reputation of the Seller. The Buyer agrees not to use the content in any pornographic, illegal, libelous, scandalous, or such other manner that would damage the image and reputation of the Seller.

Buyer agrees to purchase stock assets solely for use in creating new photographic, video, editorial, or other originally created materials. Buyer shall not resell any stock asset as an individual stock image or video, market the asset independently of any newly created work, or utilize the stock content for any purpose other than expressly granted herein.

Buyer may modify images and videos to fit their needs, including expanding the boundaries of an image using Generative AI. New elements shall not be added to any image or video using AI.

Buyer may sell new photographs, videos, and artistic works that contain the stock content, provided that the stock content is not resold as a standalone asset.

Buyer may not:

  • Share the content with another party.
  • Use the image on product packaging, labels, or product containers for print runs exceeding 10,000 units without a custom packaging license.
  • Use the content as part of a web-template where the content is part of the design intended for mass resale.
  • Use the content in a way that gives the impression it was created by you or another person.
  • Use content in a way that infringes on a third party’s trademark or intellectual property.
  • Use content to make and sell prints, posters, or products (t-shirts, mugs, bags, etc.) of the content (a custom license is available for this use).
  • Use any content to train Artificial Intelligence (AI) for derivative work.
  • Use video clips for NFT (Non-Fungible Token) purposes.
  • Any use that is not defined in this royalty-free license agreement.

Editorial Credit Requirement: If an image or video is used in an editorial context, credit must be given next to or on the asset: either “Photo/Video by Shelley Paulson” or just “Shelley Paulson.”

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

III. COPYRIGHT

Buyer acknowledges that the Seller remains the sole author, sole owner, and sole copyright claimant of any licensed images and videos. Ownership and control of copyrights are not transferred.

IV. ACKNOWLEDGMENT OF RIGHTS

Buyer acknowledges and agrees not to contest or assist others in contesting the Seller’s rights to any content licensed under this agreement.

V. CONSIDERATION

The Buyer agrees to pay the following fees for the use of the content:

  • Web – $49
  • Print – $649
  • Video – Varies

VI. WARRANTY & LIABILITY DISCLAIMER

Seller warrants that they own or have the legal right to license the images and videos provided. However, Seller makes no guarantees regarding third-party claims and does not provide indemnification for any legal disputes arising from Buyer’s use of the content. 

VII. THIRD-PARTY INFRINGEMENT

Buyer will promptly notify Seller of any suspected third-party infringement of the licensed content. If Seller decides to pursue legal action, Buyer agrees to cooperate but is not obligated to take legal action themselves. All content is model-released. Releases can be provided upon request.

VIII. FORCE MAJEURE

Neither party shall be liable for any delay or failure to perform obligations due to events outside their reasonable control. If such circumstances persist for more than 90 days, either party may terminate the agreement.

IX. TERMINATION

This agreement shall terminate in the event of material breach by either party, following a 14-day notice period. Upon termination, Buyer shall discontinue all use of licensed content and return any remaining copies.

X. MISCELLANEOUS

  • This agreement is governed by the laws of the State of Minnesota.
  • Any disputes shall be resolved in the state or federal courts of Minnesota.
  • This agreement represents the entire understanding between the parties and may only be modified in writing.

By purchasing and using the licensed content, Buyer agrees to these terms.