Licensing Agreement

Intellectual Property and Privacy Laws.

You acknowledge that the content available through December's Rose, llc is the property of December's Rose, llc or its content providers and is protected by copyright and other intellectual property laws. Furthermore, you acknowledge that trademarks and copyrights of the subject matter depicted in the images are subject to protection by intellectual property laws and that you must obtain consent from the owners of the intellectual property prior to its use.  December's Rose, llc makes no claims or warranties as to the validity of the model or property releases associated with any image and such releases should be verified by you and that such usage shall be at your risk.

Royalty Free Images (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. You don't have to pay any additional royalties on a use-by-use basis. However, as with all December's Rose, llc licenses, 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 December's Rose, llc Royalty Free License Agreement.

Use of image files.

December's Rose, llc licenses to you the use of image files only as provided below on a nonexclusive and nontransferable basis upon payment of the required fees. All other rights to the image files and any accompanying materials such as copyright are retained by the artists represented by December's Rose, llc .

Permitted Uses of Royalty Free Images:

 You may:

1. Display the images from image files in any manner not prohibited by the agreement . We request that you include the copyright information from the image file in the form of a legally effective copyright notice if at all possible in this form: "© Photographer's Name. Image from December's Rose, llc".
2. Modify or alter images as necessary for your use, as allowed for elsewhere in these terms and conditions. All photos, art, images or files taken from December's Rose, llc and integrated into said derivative work are still copyrighted by December's Rose, llc or the appropriate content provider. By purchasinga license to use an image file from December's Rose, llc you are not purchasing copyrights to our image files in any way. If requested by December's Rose, llc, you agree to execute a written assignment of any such copyrights with respect to such derivative work
3. In the normal course ofworkflow, convey to third parties, such as printers a temporary copy of a file that is integral to your work product and without which the product could not be completed.
4. Print a copy of the photo for your own use in any size, but you may not resell it, or redistribute it to others in any way.

Templates and redistribution of image files: This license allows you to incorporate images into your Photoshop, Fireworks, Illustrator or PowerPoint templates as needed, but they MUST be part of the .PSD, .PNG, .AI, .EPS or .PPT file itself - you may not supply the images as stand alone files outside of the .PSD, .PNG, .AI, .EPS or .PPT template file.

Acceptable uses include but are not limited to consumer merchandise, website designs, business cards, other designs, website and powerpoint templates, book and album covers, product packaging, advertisements, newsletters, flyers, brochures, set designs, scholastic and promotional materials, films or videos, demonstrations, presentations, trade show signage and other uses where the image is not a definitive main part of your product.

Purchasing an image buys you a license to use the image in one product/project. If you are creating several products/projects you must re-purchase photo for each new product:

Summary of permitted uses:

1. personal use
2. advertisement presentations
3. flyers
4. business cards
5. product packaging
6. book cover
7. set designs
8. trade show signage
9. film or video scholastic material
10. newsletter, brochure
11. invitations
12. webpage design
13. web template
14. PowerPoint template

Prohibited Uses of Royalty Free Images:(** see note below)

You may not:

1. print the photo or image as a poster, postcard, greeting card, on a mug, shirt, hat, mouse pad, art print, painting, calendar, book, or gallery or use the image in screensavers, e-card software, web page builders or other systems where the image is shared or distributed to a number of users. With a December's Rose, llc Rights Managed License these uses may be allowable.
2. display or post images obtained from December's Rose, llc in a gallery or library format or size larger than 800 pixels that makes it easy for people to copy, save or steal the photos.
3. use images in any way that constitutes a violation of the rights of individuals such as defamation, intrusion on privacy, misappropriation of likeness, or depiction in a false light.
4. use images in any way that violates civil and criminal laws such as those regulating pornography, obscenity, fraudulent schemes, counterfeiting, espionage, and aid to illicit activities.
5. post any file obtained from December's Rose, llc in a gallery format designed or intended to facilitate transfers of files via the Internet by individual users
6. resell or distribute any file obtained from December's Rose, llc or its associated depiction unless the image is an integrated part of the product being resold, and comprises less than 50 percent of the overall product, page layout or design.
7. reverse engineer, decompile, or disassemble any part of a file or accompanying materials except as permitted by law. You MAY alter the image file to suit your visual needs however.
8. use any part of an image as a trademark, service mark, logo, or part thereof
9. remove any copyright or trademark information from any place in the files or accompanying materials

** If your photo usage needs fall outside of the 'Permitted Uses' , you may be able to purchase and use the images with a Rights Managed License.

Rights Managed Images (RM):

Rights Managed products are licensed on a use-by-use basis. The fee for using the product is calculated from several factors including size, placement, duration of use and geographic distribution.  All licenses ofrights managed products are subject to December's Rose, llc  Rights Managed License Agreement.

Summary of Possible Permitted Uses of Rights Managed Licensed Images:

1. products where the photo or image IS your product
2. products where the image is a main definitive part of your distributed product
3. posters
4. art prints
5. paintings
6. postcards
7. e-cards
8. greeting cards
9. calendars
10. t-shirts, mugs, hats
11. mouse pads
12. online galleries
13. screensavers

Should your proposed use of an image fall into the 'Rights Managed' category, you will need to send a written request, via either email or U.S. Mail indicating in detail what your use will be, what size image is required, if exclusivity is desired and length of time the image will be needed.  All requests will be handled on an individual basis and responded to in a time manner.  Pricing is determined by the requirement outlined in your request.  Exclusivity is ultimately determined by the artist.

Discontinuance:

December's Rose, llc reserves the right to elect at a later date to replace the Image File with an alternative for any reason. Upon notice of such replacement, the license for the replaced Image File terminates for any products that do not already exist, and this license automatically applies to the replacement Image File. You agree not to use the replaced Image File for future products and to take all reasonable steps to discontinue use of the replaced Image File in products that already exist.

No resale or sublicensing:

You may not resell, distribute or sublicense the files, accompanying material, or the rights to use the files to anyone for any purpose, except as specifically provided for in this agreement or within a December's Rose, llc.

Assumption of risk:

You expressly agree that use of all images, files, or software distributed by December's Rose, llc is at your sole risk. December's Rose, llc does not warrant or guarantee that files or images on December's Rose, llc are free from copyright or other intellectual property concerns.

December's Rose, llc gives no representations or warranties whatsoever as to the existence of any Releases associated with the Image

December's Rose, llc gives no representations or warranties whatsoever with respect to the use of names, trade marks, logos, uniforms, registered or copyrighted designs or artistic works depicted in any Image.

You must satisfy yourself that all Releases as may be required for Reproduction of the Image have been secured. You are solely responsible for obtaining all such Releases and the License is conditional in each case on your obtaining them. If you are unsure as to whether any Releases are needed for your Image usage, then it is your responsibility to consult with relevant parties. You shall not rely upon any representation or warranty given by December's Rose, llc employees or representatives save as set out in this Agreement.

Disclaimers:

All images, files, and software distributed by December's Rose, llc are provided on an 'as is' and 'as available' basis and without warranties or conditions of any kind either express or implied. and December's Rose, llc assumes no responsibility for any actions or liabilities arising from their possession or use. December's Rose, llc disclaims all warranties, express or implied, including but not limited to, implied warranties of merchantability and fitness for a particular purpose. Under no circumstances shall December's Rose, llc or its content providers be liable to you or any third-party for any indirect, consequential, incidental, special or punitive damages, including but not limited to lost profits and business interruption, irrespective of the type of cause of action, arising in any way from use of December's Rose, llc, even if December's Rose, llc is expressly advised of the possibility of such damages. In no event shall December's Rose, llc liability exceed the fees paid for the use of the files. No oral advice or written information given by December's Rose, llc, its content providers or the like, shall create a warranty; nor shall customer rely on any such information or advice. You acknowledge that this paragraph shall apply to all content and images. In those states that do not allow the exclusion or limitation of liability for consequential or incidental damages, liability is limited to the fullest extent permitted by law.

You agree to indemnify and hold December's Rose, llc and its Contributors harmless against any claims, damages, losses, expenses or costs, including legal costs, arising in any manner whatsoever from your unauthorized use of any Image supplied to you by December's Rose, llc, on behalf of the Contributor, or any other breach by you of any of your obligations under this Agreement.

Assignment:

You may not assign its right and obligations under this agreement without obtaining the prior written consent of December's Rose, llc.

Restrictions:

You must be at least 18 years of age to accept this Agreement. December's Rose, llc may require any registrant provide sufficient proof that they are at least 18 years of age. Minors can access December's Rose, llc only by having their parent or legal guardian register on their behalf. By opening such an account, the parent or legal guardian authorizes the minor to use and agrees to be bound personally by the terms and conditions of this agreement. December's Rose, llc may elect at its sole discretion to monitor any records  for compliance with this agreement or for any other reason.

Legal Fees and Jurisdiction:

If December's Rose, llc is obligated to go to court to enforce any of its rights, or to collect any fees, you agree to reimburse December's Rose, llc for its legal fees, costs and disbursements if December's Rose, llc is successful. You agree that the Courts of the State of New Jersey are the agreed and appropriate forums for any such suit, and consent to service of process by registered mail or overnight courier with proof of delivery.

Entire Agreement:

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND December's Rose, llc, WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN YOU AND December's Rose, llc RELATING TO THE SUBJECT OF THIS AGREEMENT.

December's Rose, llc reserves the right, at its discretion, to revise this Agreement at any time, and such revision shall be effective immediately upon the posting of the revised Agreement at December's Rose, llc. You agree to review the Agreement periodically to become aware of such revisions.  Your continued use of December's Rose, llc following posting of the revised Agreement on December's Rose, llc shall be deemed to be acceptance of all such revisions.

You agree that by using images, photos or files from this site, that you are bound by this Agreement. This Agreement evidences the complete understanding of the parties (you and December's Rose, llc) with respect to the subject matter hereof and may not be amended, modified or waived in whole or in part except in a writing signed by the parties