Terms & Conditions
1. Grant. Candid Color grants to Photographer a non-exclusive, non-transferable license to use the Marks with and in connection with its photography services.
2. Ownership. Photographer acknowledges that Candid Color is the sole and exclusive owner of the Marks and of all the goodwill associated with the Marks and that all use by Photographer of the Marks inures exclusively to the benefit of Candid Color. Photographer is not authorized to use the Marks in any way that is not permitted in this Agreement. Photographer further agrees that the Marks and their registrations are valid and that Photographer will not challenge Candid Color's title to the Marks or the validity of the Marks and registrations.
3. Quality Standards. Photographer will strictly conform to all quality control guidelines and standards established by Candid Color with respect to the nature and quality of all services rendered and products sold by Photographer in connection with the Marks, and all related advertising, promotional and other uses of the Marks. This Agreement imposes certain obligations on Photographer that are designed to protect Candid Color's legal ownership rights in the Marks. Photographer acknowledges that this Agreement does not impose or constitute significant control over, or significant assistance to, Photographer in its operations. Photographer is not relying upon Candid Color or any controls imposed or prescribed by Candid Color as to any success that Photographer hopes to achieve through the operation of its business.
4. Quality Maintenance. Photographer agrees to cooperate with Candid Color in facilitating Candid Color's control of the nature and quality of the services provided and products sold that are identified with the Marks. Photographer will furnish to Candid Color upon request specimens of Photographer's use of the Marks. Photographer shall comply with all applicable laws and regulations and industry standards and obtain all government approvals pertaining to the sale, distribution and advertising of goods and services, the use of the Marks and the conduct of Photographer's business. Candid Color may inspect Photographer's business and use of the Marks at reasonable times during normal business hours.
5. Form of Use. Photographer agrees to use the Marks only in the form and manner prescribed by Candid Color. Photographer will not use any other trademark or service mark in combinations with any of the Marks without the prior written approval of Candid Color.
6. Infringement. Photographer agrees to notify Candid Color promptly of any unauthorized use of the Marks by others as soon as any unauthorized use comes to Photographer's attention. Candid Color has the sole right and discretion to commence any action or proceeding for infringement, unfair competition or unauthorized use involving the Marks and to settle any disputes relating to such matters, should they arise.
7. Representations of Photographer. Photographer represents and warrants that (a) Photographer has the unrestricted right, power and authority to enter into this Agreement and to perform its obligations under this Agreement, (b) neither the execution or delivery of this Agreement or the consummation of the actions contemplated hereby will violate, conflict with or constitute a default under any contract, document or instrument to which Photographer is a party or by which Photographer is bound, or violate any law applicable to Photographer.
8. Termination. Candid Color and Photographer may each terminate this Agreement at any time upon thirty (30) days written notice to the other party.
9. Effect of Termination. Upon termination of this Agreement, Photographer shall immediately discontinue all use of the Marks and any word or term that is similar to any of the Marks.
10. Content & Ownership You acknowledge and agree that you are solely responsible for all content that you make available through the API, your website and Candid Color. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all content that you make available through the API, your website and Candid Color or you have all rights, licenses, consents and releases that are necessary to grant to Candid Color the rights in such content, as contemplated under these Terms; and (ii) neither the content nor your posting, uploading, publication, submission or transmittal of the content or Candid Color's use of the content (or any portion thereof) on, through or by means of the API, your website and Candid Color will infringe, misappropriate or violate a third party's patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation."
(a) Photographer may not assign its rights or delegate its responsibilities under this Agreement without the prior written consent of Candid Color.
(b) Candid Color and Photographer are not joint venturers, partners, principal and agent, employer and employee. Photographer is an independent contractor. Neither Photographer nor Candid Color may bind or obligate the other in any manner.
(c) If any provision of this Agreement is determined to be void, invalid or unenforceable, the remainder of this Agreement will be unaffected and will continue in effect.
(d) The parties may modify or amend this Agreement by a written instrument signed by the authorized representatives of both parties.
(e) This Agreement shall be governed by, and construed in accordance with, Oklahoma law.
(f) Any waiver by either party of a breach of any provision of this Agreement shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Agreement. The failure of either party to insist upon strict adherence to any provision of this Agreement shall not be considered a waiver or to restrict such party from later insisting upon strict adherence to that provision or any other provision of this Agreement.
(g) This Agreement sets forth the entire understanding and agreement between the parties relating to the license and use of the Marks and supersedes all prior oral or written understandings and agreements relating to the license or use of the Marks.