Editorial licenses are issued for onetime use in print or online. Additional uses are negotiable. All images on this website are © Kim Newton All rights reserved. No transfer of copyright is authorized. Below are license terms granted:

Photograph License Agreement

This Photograph License Agreement (the “Agreement”), is made by and between [editorial] (“Clients”), and [Kim Newton] (“Photographer”).

WHEREAS, Photographer is the owner of the Work (as defined below) and wishes to grant to Client a license under those rights, and Client wishes to obtain a license to the Work for the uses and purposes described herein, each subject to the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

  1. License.

1.1           Grant of Rights. Subject to the terms and conditions of this Agreement, Photographer hereby grants to Client during the Term (as defined below) a non-exclusive, non-transferable, non-sublicensable license in the country of the USA and world wide, (the “Territory“), solely to [reproduce,] [display,] [transmit,] the Work through online or print publications.  The “Work” is defined as photographic images found in the galleries of the Kim Newton Photography website only.

1.2           Third-Party Rights. Notwithstanding any other provisions of this Agreement to the contrary, nothing in this Agreement will be deemed to be a grant by Photographer of a license, sublicense, or other grant of a right to Client to use any third-party rights or any rights under any third-party license that cannot be licensed, sublicensed, or granted without the consent, approval, or agreement of another party, unless such consent, approval, or agreement is first obtained by Client.

  1. Copyright Notices. Notwithstanding any other provision to the contrary contained in this Agreement, Client shall ensure that its use of the Work is marked with the appropriate copyright notices specified by Photographer in a reasonably prominent position in the order and manner provided by Photographer. Copyright notice should read: © Kim Newton All Rights Reserved.
  2. Payment. As consideration in full for the rights granted herein, Client shall pay Photographer a one-time fee in the amount selected in the online menu. The amount shall be paid in US Dollars upon execution of this Agreement, payable as follows: [By Credit Card online via the Stripe payment option on this website].
  3. Ownership and Protection. Except for the licenses expressly granted to Client in this Agreement, Client acknowledges that all right, title, and interest in and to the Work, as well as any modifications or improvements made thereto by Client, are owned by Photographer. If Client acquires any rights in the Work by operation of law or otherwise, Client hereby irrevocably assigns such rights to Photographer without further action by either party. Client agrees not to dispute or challenge or assist any person or entity in disputing or challenging Photographer’s rights in and to the Work.
  4. Confidentiality. From time to time, Photographer may disclose or make available to Client information about its business affairs, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, including business operations and strategies, marketing, creative elements, artwork, visual representations, research material and data, specifications, processes, and technological developments (collectively, “Confidential Information“). Client shall protect and safeguard the confidentiality of Photographer’s Confidential Information with at least the same degree of care as Client would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care.
  5. Client’s Representations and Warranties. Client represents and warrants that:

(a)            Client will not engage or participate in any activity or course of action that could diminish or tarnish the image or reputation of the Work or Photographer, or cause confusion as to the ownership of the Work; and

(b)           Client’s use of the Work will not infringe, misappropriate, or otherwise violate the intellectual property or other rights of any third party or violate any applicable regulation or law.

6.2           Disclaimer of Representations and Warranties. PHOTOGRAPHER EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE LICENSED PROPERTY, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE.

  1. Indemnification.

7.1           Client Indemnification. Client shall indemnify, defend, and hold harmless Photographer from and against any losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers, arising out of or in connection with any third-party claim, suit, action, or proceeding (each a “Third-Party Claim”) relating to any actual or alleged breach by Client of its representations, warranties, covenants, or other obligations hereunder.

  1. Term and Termination.

8.1           Term. The term of this Agreement commences as of the Effective Date and, unless terminated earlier as provided herein, will remain in force for a period of 1 year. (the “Term”).

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