WHEREAS, Photographer is the owner of various originally produced images; and
WHEREAS, Photographer is the owner of the copyright rights to the images; and
WHEREAS, Photographer has the sole and exclusive right to sell, license, or authorize the use of such images; and
WHEREAS, Licensee desires the right to use certain images for certain commercial 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
a. The Photographer hereby grants the Licensee the right to utilize certain photographs, more particularly described as: any and all photos included in the Styled Stock Society membership downloaded while the Licensee is an active member.
b. The use of such photographs described in paragraph I(a) above, is limited to the following commercial uses:
Use of photos as part of templates, themes, graphics, prints, stickers, or other printed items intended for sale.
c. This Agreement shall continue in force for unless the Photographer or Licensee materially breaches any portion of this agreement.
d. The grant of this License shall not be assignable or sub-licensable by the license without the prior written consent of the photographer.
e. The grant of this License shall result in the payment of $499.00 for commercial use of photographs as described in I(b).
II. LICENSE FOR USE OF IMAGES
a. Licensee agrees to utilize the photographs in a commercially reasonable manner and in such manner that will not harm the professional reputation of photographer. The licensee agrees not to utilize the photographs in any pornographic, illegal, libelous, scandalous, or such other manner that would tend to damage the image and reputation of the photographer.
b. Photographer and Licensee shall at all relevant times herein maintain the utmost good faith and fair dealing in their mutual duties under this agreement.
Licensee acknowledges that the Photographer shall remain the sole author, sole owner and sole copyright claimant of any licensed photographs and does not transfer ownership or control of said copyrights except as hereto agreed.
IV. ACKNOWLEDGMENT OF RIGHTS:
During the term of this Agreement and at all times thereafter Licensee acknowledges and agrees not to contest, or assist or induce others to do so, the Photographers rights in and to any photograph[s].
Licensee agrees, at its sole expense, to indemnify, defend and hold harmless the Photographer from and against any judgment, action, losses, deficiencies, damages, liabilities, cost and expenses (including reasonable attorneys’ fees and expenses) incurred in connection with or arising from any claim, suit or proceeding brought against the Photographer 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.
VII. THIRD PARTY INFRINGEMENT
Licensee will promptly call to the attention of Photographer the use of the photographs by any third party which licensee considers to be an infringement. Photographer and licensee shall consult one another as to whether proceedings shall be brought against such third parties. In the event that photographer and licensee decide that action should be taken against such third parties, Photographer may take such action in their own name or, alternatively, Photographer may authorize Licensee to initiate such action in Licensee’s name. Licensee and Photographer agree to cooperate fully with one another to whatever extent it is necessary to prosecute such action, all expenses being borne by Photographer and all damages that may be recovered being solely for the account of Photographer.
This agreement shall terminate in the event that Photographer or Licensee materially breaches any portion of this agreement. Such termination shall take effect immediately after five  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.
This agreement shall terminate forthwith in the event of bankruptcy or judicial or administrative declaration of insolvency of Photographer or Licensee that relate to any duty of performance under this agreement.
Upon termination of this Agreement, licensee shall discontinue all use of the Licensed photographs in any manner whatsoever unless covered under another license agreement.
All terms and conditions of this agreement, and any duties and performances due under this agreement shall remain confidential. Neither Licensee nor Photographer shall use any information related to the commercial use of the photographs or business operations of the other party, except in as much is necessary for adequate performance under this agreement. The obligations contained in this Provision shall expressly survive the termination, expiration or assignment of this agreement.
Any waiver by either Licensee or Photographer 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.
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.
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.
The parties expressly consent to jurisdiction and venue of the federal and state courts of the State of New York 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.
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.
This Agreement, including this paragraph, may be modified or amended only by a writing signed by all parties to this Agreement.
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.