Non-Profit License Agreement
This is a legal agreement between on behalf of a company or non-profit for whom is undertaking the License described below ("Licensee") and THOMAS M DONOHUE JR dba TMD ENTERPRISES ("Licensor"). This agreement applies to licenses issued via the world wide web and is applicable to online, digital and analog (physical) delivery of Licensed Material.
Last updated: May 19, 2017
This blanket agreement pertains to all photographs released by Licensor in conjunction with ,a project or event hosted or promoted by Licensee on through .
1. "Licensed Material" means any digital files purchased or distributed as part of Licensor participation in above named event between dates listed. 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.
Grant of Rights
1. The Licensed Material is not being sold; it is being provided to the Licensee under the terms of this agreement, which allows for use of Licensed Material but does not transfer ownership. Ownership remains with THOMAS M DONOHUE JR dba TMD ENTERPRISES.
2. Licensee has the non-exclusive, non-transferable, non-sublicensable right to use the Licensed Material for commercial non-profit purposes only. Any uses other than commercial non-profit purposes must be approved by THOMAS M DONOHUE JR dba TMD ENTERPRISES in writing
3. Licensee's rights to the Licensed Material are worldwide;
4. Unauthorized use will results in immediate termination of this license including but not limited to legal action.
1. Licensee may not rent, sublicense, sell, assign, convey or transfer Licensed Material, this Agreement or any of its rights under this Agreement. Licensee may not include the Licensed Material in an electronic template intended to be Reproduced by third parties on electronic or printed products;
2. Licensee may not sell, license or distribute any derivative work based on the Licensed Material;
3. Licensee may not post the Licensed Material online in a downloadable format or enable it to be distributed; without providing proper photo credit of Tom Donohue / TMD Enterprises
4. Licensee may not use Licensed Material in electronic items for resale;
5. Licensee may not use Licensed Material on physical items for resale;
6. Licensee may not use the Licensed Material for unlawful purposes.
7. Licensee may not post the Licensed Material or in print; without providing proper photo credit of Tom Donohue / TMD Enterprises when credit is impossible due to editing restrictions, Licensee must notify Licensor immediately with intent to use without credit and provide a proof of licensed materioal uncredited prior to publishing for approval. Failure to perform this step can result in a withdraw from this agreement. Photographs that contain a TMD Enterprises watermark and of which have not been altered from its inital state and that is still clearly visible will be sufficient as long as said watermark remains embeded with the photo at all times.
1. No ownership or copyright in any Licensed Material shall pass to Licensee by the issuance of the license contained in this Agreement.
Termination & Revocation
1. The license contained in this Agreement will terminate automatically without notice from THOMAS M DONOHUE JR dba TMD ENTERPRISES if Licensee fails to comply with any provision of this Agreement. Upon termination, Licensee must immediately (i) stop using the Licensed Material; (ii) destroy the Licensed Material; and (iii) delete or remove the Licensed Material from Licensee's premises, computer systems and storage (electronic or physical) and promptly confirm same to THOMAS M DONOHUE JR dba TMD ENTERPRISES in writing;
2. THOMAS M DONOHUE JR dba TMD ENTERPRISES reserves the right to revoke the license to use the Licensed Material for good cause and elect to replace such Licensed Material with alternative Licensed Material. Upon notice of any revocation of such license, Licensee shall immediately cease using such Licensed Material. Licensee shall delete all electronic copies of Licensed Material from its electronic storage media, confirming the same to THOMAS M DONOHUE JR dba TMD ENTERPRISES in writing.
This Agreement shall be governed by the laws of the District of Columbia, without regard to its Conflicts of Laws provisions. Any dispute shall be submitted to mediation in the District of Columbia in advance of bringing suit in a court of competent jurisdiction in the District of Columbia.
In the event TMD seeks to enforce the terms of this Agreement, it shall be entitled to the recovery of its costs and fees for such enforcement, including but not limited to, reasonable attorney’s fees.
This Agreement incorporates the entire understanding of the Parties. No other representations or agreements whether oral or written shall be valid or enforceable. Any modifications to this Agreement must be in writing and signed by both parties. Failure to enforce any term of this Agreement shall not be construed as a waiver of either Party’s right to enforce a later breach of that term.
The Parties hereby agree to the above terms and conditions of this Agreement, on the date next to their signatures below.