Image Licensing
1. License: Upon purchase and full payment, Ric Mershon Photography ("Photographer") hereby grants purchasers ("Clients") an exclusive, limited license to use the purchased digital images and prints (the "Photos").
Purchaser is authorized to use the Photos worldwide.
2. Ownership of Copyright: Clients agree that, subject to the rights and licenses granted herein, Photographer is, and will remain, the sole and exclusive owner of all right, title, and interest, throughout the world, to the copyright in all Photos and any copies of the Photos. Except as expressly provided in this Agreement, Photographer reserves all rights not expressly granted in this Agreement.
3. Restrictions on Use: Clients will not use the Photos for any of the following purposes:
(A) No Unlawful Use. Clients will not use the Photos in any unlawful manner, such as pornography or defamation.
(B) No Standalone File Use. Clients will not use the Photos in any way that allows a standalone file or content file to be downloaded, extracted, or redistributed by others.
(C) No Use in Trademark or Logo. Clients will not use the Photos in any trademark, design, logo or other mark.
(D) No Products for Resale. Clients will not use the Photos in any goods or products where the Photos are the primary value.
(E) No Alterations. Clients will not alter the Photos without the prior written permission of Photographer.
(F) No Sublicenses. Clients will not sublicense the Photos without the prior written permission of Photographer.
4. Photo Notice and Markings: Aside from expressly licensed use, clients must include a photo credit and copyright notice in the name of the Photographer on all Photos ("© 2026 Ric Mershon Photography").
5. Indemnification: Clients will indemnify, defend, and hold harmless Photographer from all liability, claims, demands, causes of action, judgments, damages, and expenses (including reasonable attorneys’ and experts’ fee and costs) arising out of or as a result from use of the Photos by Clients, except in the event that any claims, demands, causes of action, judgments, or expenses arose out of willful misconduct, gross negligence, or bad faith by Photographer.
6. Limitations of Liability: Except for any remedies that cannot be excluded or limited by law, neither party, nor any affiliate, will be liable under this agreement to the other party, any affiliate or other third person for any indirect, incidental, consequential, special, reliance, or punitive damages or lost or imputed profits, lost data or cost of procurement of substitute goods or services. This limitation of liability may not be valid in some states. Clients may have rights that cannot be waived under consumer protection and other laws. Photographer does not seek to limit clients' warranty or remedies to any extent not permitted by law.
7. Termination: Either party may terminate this Agreement immediately upon delivery of written notice to the other party specifying clearly the grounds for termination if the other party commits a material breach of its obligations under this Agreement and fails to cure the breach within 30 days after written notice of the breach is received by the breaching party. For the avoidance of doubt, termination will be without prejudice to any liability incurred prior to the effective date of termination.
8. Assignment: This Agreement may not be assigned by Clients without Photographer’s prior written consent. Photographer may assign this Agreement, in whole or in part, to any affiliate or successor.
9. Severability: If any provision of this Agreement is held invalid, illegal or unenforceable by a court of competent jurisdiction, the remainder of the Agreement will be valid and enforceable and the parties will negotiate in good faith a substitute, valid and enforceable provision which most nearly puts into effect the intent of the parties.
10. No Waiver: This Agreement may not be altered, modified, or amended in any way except in writing signed by both parties. The failure of a party to enforce any provision of the Agreement will not be construed to be a waiver of the right of such party to thereafter enforce that provision or any other provision or right.
11. Entire Agreement: This Agreement represents and constitutes the entire agreement between the parties, and supersedes and merges all prior negotiations, agreements, and understandings, oral or written, with respect to any and all matters between the parties.
12. Governing Law: The parties hereby agree that this Agreement will be governed by, and constructed and enforced in accordance with the laws of the State of Georgia, without reference to rules governing choice of laws.
13. Disputes: Any dispute arising from this Agreement shall be resolved through mediation. If the dispute cannot be resolved through mediation, then the dispute will be resolved through binding arbitration conducted in accordance with the rules of the American Arbitration Association.
14. Attorneys’ Fees: If either party brings legal action to enforce its rights under this Agreement, the prevailing party will be entitled to recover from the other party its expenses (including reasonable attorneys’ fees and costs) incurred in connection with the action on any appeal.
15. Notices: All notices, demands or other communications to be given under this Agreement by either Party to the other may be effected either by personal delivery in writing or by U.S. mail, registered or certified, postage prepaid with return receipt requested. Notices delivered personally will be deemed communicated as of actual receipt. Mailed notices will be deemed communicated as of two (2) days after mailing.