1.   Grant of Rights. Photographer grants to Customer the right to grant perpetual and non-exclusive use of the Photographs submitted hereunder. Customer shall have the unlimited right to exploit the Photographs as they see fit in advertising and promotion, including the right to alter or rearrange the Photographs, in all media including, the internet, social, out of home, print, trade and industrial usage throughout the United States, its territories and possessions and with respect to its usage on the internet worldwide.

2.   Consideration.  Customer agrees to pay Photographer and Photographer agrees to accept, in consideration of the rights granted herein, the following compensation: Seventy Dollars ($70.00) which shall be paid 30 days from purchase of the Photograph by the Customer.

3.   Photographer’s Representations and Warranties. Photographer hereby represents and warrants: (a) that the Photograph is original and no third party has any rights in, to, or arising out of the Photograph; (b) that Photographer has full right and power to enter into this Agreement and to grant the license granted herein; (c) Photographer owns 100% of the copyright rights in and to the Photograph; (d) Photographer has obtained releases from all persons appearing in the Photograph which releases allow their name, likeness and property to be used for advertising purposes; and (d) use by of the Photograph by Customer and Customer’s assigns as set forth herein will not infringe upon the intellectual or proprietary rights of any third party, including rights of privacy, rights of publicity and other common law property rights.

4.   Indemnity. Photographer agrees to hold the Customer and their respective affiliates, assigns and successors and each of their officers, directors, employees and agents harmless from and against any liability, loss, damage, or expense, including court costs and reasonable attorneys’ fees, that any of the Indemnities may suffer as a result of a breach or alleged breach of the foregoing warranties or as a result of claims or actions of any kind or nature resulting from the use in any manner of the Photograph.

5.   Photographer’s Approved Rights. Photographer will not have the right to approve the manner in which the Photograph shall be used and shall have no claim for any distortion or illusionary effect resulting from use of the Photographs as contemplated by this Agreement.

6.   Confidentiality. Photographer covenants and agrees that he or she will not disseminate, reveal, or otherwise make available to others, or use for his or her own purposes, any information of a proprietary or confidential nature concerning Customer learned by Photographer in the course of fulfilling this Agreement, including, but not limited to, advertising materials, ideas, plans, techniques, and products.

7.   Entire Agreement; Amendments. The terms and conditions set forth herein constitute the entire agreement between the parties and shall supersede all prior agreements. No waiver, modification, or addition to this Agreement shall be valid unless in writing and signed by the parties thereto.

8. Governing Law. The provisions hereof shall be interpreted in accordance with the laws of the State of New York.  The parties hereto irrevocably submit to the sole and exclusive jurisdiction and venue of the courts in and for the County of New York, State of New York.