TERMS & CONDITIONS

GRAND VALE CREATIVE, LLC CONTENT LICENSE AGREEMENT

This is a license agreement between you (“Licensee”) and Grand Vale Creative, LLC (“Licensor”) that explains how you can use photos, illustrations, and video clips that you license from Grand Vale Creative, LLC. By downloading content from Grand Vale Creative, LLC, you accept the terms of this agreement.

1. Type of License

Every file downloaded from Grand Vale Creative, LLC comes with a royalty free license. Licensee can license files from Grand Vale Creative, LLC by purchasing individual images or a subscription. 

Licensees are welcome to use watermarked content from the Grand Vale Creative, LLC site for test or sample use only. Watermarked content shall not be used in any final materials or any publicly available materials.

2. How Licensed Content Can Be Used

Licensee shall use content in any way that is not restricted (see Restricted Uses below). Subject to those restrictions and the rest of the terms of this agreement, the rights granted to you by Grand Vale Creative, LLC are:

Perpetual, meaning there is no expiration or end date on your rights to use the content. The only exception to perpetual rights is for content downloaded on a subscription and not used within thirty (30) days after the end of your subscription.

Non-exclusive, meaning that you do not have exclusive rights to use the content. Grand Vale Creative, LLC can license the same content to other customers.

Unlimited, meaning you can use the content in an unlimited number of projects and in any media.

Examples of how you can use licensed content include: websites; blog posts; social media; advertisements; marketing campaigns; corporate presentations; newspapers; magazines; books; film and television productions; web and mobile applications.

Read the Restricted Uses section below for restrictions.

3. Restricted Uses

No Sensitive or Negative Use. Licensee and affiliates shall not use content that features or portrays the models, property, or subjects in any negative, unflattering, or controversial way. Determination of negative, unflattering, or controversial uses shall be the sole discretion of Licensor. Licensee shall notify Licensor of any such potential negative, unflattering, or controversial portrayal prior to publication. Licensee shall not publish such potential portrayal without prior approval from Licensor. 

No Unlawful Use. Licensee shall not use content in a pornographic, defamatory or other unlawful manner. 

No Standalone File Use. Licensee shall not use content in any way that allows outside parties to download, extract, or redistribute content as a standalone file (meaning just the content file itself, separate from the project or end use).

No Use in Trademark or Logo. Licensee shall not use content as part of a trademark, design mark, tradename, business name, service mark, or logo.

No Subscription Abuse. Licensee shall not stockpile, download, or otherwise store content not used in a project or end use within thirty (30) days after the end of your subscription for future use.

No False Representation of Authorship. Licensee shall not falsely represent that you are the original creator of a work that is composed from 50% or more of Licensor’s licensed content. For instance, you cannot create a painting based solely on licensed content and claim that you are the author.

No Products for Resale. Licensee shall not use content in connection with any goods or services intended for resale or distribution where the primary value lies in the content itself including, without limitation, cards, stationery items, paper products, calendars, apparel items, posters (printed on paper, canvas, or any other media), DVDs, mobile applications or other items for resale, license, or other distribution for profit. This includes “on demand” products (meaning products in which content is selected by a third party for customization on such product on a made-to-order basis), including, without limitation, postcards, mugs, t-shirts, posters and other items (this includes the sale of products through custom designed websites, as well as sites such as zazzle.com and cafepress.com)

No Artwork Distribution.  Licensee may print downloaded content for his/her/its use only.  Without express written permission from Licensor, Licensee shall not print content for other persons or entities. Licensee shall not print downloaded content for sale or gift to any outside entity. 

No Electronic Templates. Licensee shall not use content in electronic or digital templates intended for resale or other distribution (for example, website templates, business card templates, electronic greeting card templates, brochure design templates).

No Unauthorized Use of Social Media Image Templates.  Licensee shall be prohibited from using Grand Vale Creative, LLC Social Media Image Templates for any image other than images purchased from or downloaded from the website of Grand Vale Creative, LLC (grandvalegallery.com). Use of Social Media Image Templates for purposes other than use with aforesaid images shall be a violation of the terms of this agreement, and Licensee shall cease use immediately upon notification from Licensor. Failing to do so could expose the Licensee to legal action.

4. Who Can Use Licensed Content

The rights granted to Licensee are non-transferable and non-sublicensable, meaning that Licensee cannot transfer or sublicense them to anyone else. There are two exceptions:

Employer or client. If Licensee is purchasing on behalf of an employer or client, then the employer or client can use the content. In that case, Licensee represents and warrants that it has full legal authority to bind the employer or client to the terms of this agreement. If Licensee does not have that authority, then the employer or client may not use the content.

Subcontractors. Licensee may allow subcontractors (for example, a printer or mailing house) or distributors to use content in any production or distribution process related to the final project or end use. These subcontractors and distributors may not use the content for any other purpose.

5. Intellectual Property Rights

Who owns the content?
All of the licensed content is owned by Grand Vale Creative, LLC, an Illinois limited liability company. All rights not expressly granted in this agreement are reserved by Grand Vale Creative, LLC.

Attribution.

Photo Credit. Licensee does not need to include a photo credit for commercial use, but if you are using content for editorial purposes, Licensee shall include the following credit adjacent to the content or in visual production credits: “Erin Ehnle Brown/Grand Vale Creative, LLC.”

Video Credit. If technically feasible, Licensee shall include the following credit in visual productions: “Erin Ehnle Brown/Grand Vale Creative, LLC.”

6. Termination/Cancellation/Withdrawal

Termination.
Excluding subscriptions, this agreement is effective until it is terminated by either party. Licensee can terminate this agreement by ceasing use of the content and deleting or destroying any copies. Grand Vale Creative, LLC may terminate this agreement at any time if Licensee fails to comply with any of the terms, in which case Licensee shall immediately: cease using the content; delete or destroy any copies; and, if requested, confirm to Grand Vale Creative, LLC in writing that Licensee has complied with these requirements.

Subscription Termination. Unless renewed, subscription agreements terminate automatically at the end of the subscription period, with a thirty (30) day grace period to use any content downloaded during the subscription term in a project or other end use. Content incorporated into projects or end uses prior to the expiration of the grace period may continue to be used in perpetuity in that project and in any other projects. Any content not included in a project at the end of the thirty (30) day grace period is not considered licensed and must be deleted. Any content that is used within the thirty (30) day grace period remains subject to the terms of this agreement. Grand Vale Creative, LLC may terminate any licenses before the end of the subscription period if it believes there is a violation of this agreement and/or abuse of the subscription account, in which case Licensee shall immediately: cease using the content; delete or destroy any copies; confirm to Grand Vale Creative, LLC in writing that Licensee has  complied with these requirements; and pay Grand Vale Creative, LLC any amounts which remain owing to the end of the term of the subscription as set on the invoice.

Social Media Termination. If you use the content on a social media platform or other third-party website and the platform or website uses (or announces that it plans to use) the content for its own purpose or in a way that is contrary to this agreement, this agreement shall immediately terminate.

Refunds/Cancellation

Subscription Refunds – Refunds for subscriptions can be made within fourteen (14) days of your invoice date, provided you have not downloaded more than one (1)image and have not made use of any downloaded content.

File Download Refunds – Grand Vale Creative, LLC does not offer refunds or re-credits for downloaded files. File returns will only be considered based on technical issues with the file at the sole discretion of Grand Vale Creative, LLC.

All requests for refunds/cancellations must be made in writing. If the request is approved, Grand Vale Creative, LLC will issue a credit to your account or credit card. In the event of cancellation, the rights granted to use the content terminate, and Licensee shall delete or destroy any copies of the content.

7. Representations and Warranties

Grand Vale Creative, LLC makes the following representations and warranties:

Warranty of Non-Infringement. Licensee’s use of the content in accordance with this agreement and in the form delivered by Grand Vale Creative, LLC shall not infringe on any copyright, moral right, trademark, or other intellectual property right and will not violate any right of privacy or right of publicity; and all necessary model and/or property releases for use of the content in the manner authorized by this agreement have been obtained. Note that Licensee is solely responsible for any edits made to the content.

No Other Warranties. Except as provided in the “warranty of non-infringement” section above, the content is provided “as is” without representation, warranty or condition of any kind, either express or implied, including, but not limited to, implied representations, warranties or conditions of merchantability, or fitness for a particular purpose. Grand Vale Creative, LLC does not represent or warrant that the content will meet any requirements or that its use will be uninterrupted or error free.

8. Indemnification/Limitation of Liability

Indemnification of Grand Vale Creative, LLC by Licensee. Licensee and affiliates agree to defend, indemnify, and hold harmless Grand Vale Creative, LLC from all damages, liabilities, and expenses (including legal fees) arising out of or in connection with any breach or alleged breach by Licensee (or anyone acting on Licensee’s behalf) of any of the terms of this agreement.

Indemnification of Licensee by Grand Vale Creative, LLC. Provided that the content is only used in accordance with this agreement and you are not otherwise in breach of this agreement, and as your sole and exclusive remedy for any breach of the warranties set forth in Section 7 above, Grand Vale Creative, LLC agrees, subject to the terms of this Section 8, to defend, indemnify, and hold harmless Licensee, Licensee’s corporate parent, subsidiaries and affiliates, and each of Licensee’s respective officers, directors and employees from all damages, liabilities and expenses (including reasonable outside legal fees) arising out of or in connection with any breach or alleged breach by Grand Vale Creative, LLC of its warranty in Section 7 above. This indemnification does not apply to the extent any damages, costs or losses arise out of or are a result of modifications made by Licensee to the content or the context in which the content is used by Licensee. This indemnification also does not apply to Licensee’s continued use of content following notice from Grand Vale Creative, LLC, or upon  knowledge, that the content is subject to a claim of infringement of a third party’s right.

Extended Legal Guarantee. Grand Vale Creative, LLC’s total maximum aggregate liability (meaning the total amount Grand Vale Creative, LLC is responsible for, whether under this agreement or any other agreement for the same content) is limited to $1,000 US dollars per item of content. This limit applies regardless of the number of times Licensee is granted the same piece of content from Grand Vale Creative, LLC. 

The party seeking indemnification must promptly notify in writing the other party about the claim. The indemnifying party (the one covering the costs) has the right to assume the handling, settlement, or defense of any claim or litigation, in which case the indemnified party (the one not covering the costs) has to cooperate in any way reasonably requested by the indemnifying party. The indemnifying party will not be liable for legal fees and other costs incurred prior to the other party giving notice of the claim for which indemnity is sought.

Limitation of Liability. GRAND VALE CREATIVE, LLC WILL NOT BE LIABLE TO LICENSEE OR ANY OTHER PERSON OR ENTITY FOR ANY PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR OTHER SIMILAR DAMAGES, COSTS, OR LOSSES ARISING OUT OF THIS AGREEMENT, EVEN IF GRAND VALE CREATIVE, LLC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES. SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES OR LIABILITY.

9. General Provisions.

Assignment. This agreement is personal to Licensee and is not assignable by Licensee without Grand Vale Creative, LLC’s prior written consent. 

Audit/Certificate of Compliance. Upon reasonable notice, Licensee agrees to provide to Grand Vale Creative, LLC sample copies of projects or end uses that contain licensed content, including by providing Grand Vale Creative, LLC with free of charge access to any pay-walled or otherwise restricted access website or platform where content is reproduced. In addition, upon reasonable notice, Grand Vale Creative, LLC may, at its discretion, either through its own employees or through a third party, audit Licensee’s records directly related to this agreement and Licensee’s  use of licensed content in order to verify compliance with the terms of this agreement. If any audit reveals an underpayment by you to Grand Vale Creative, LLC of five percent (5%) or more of the amount Licensee should have paid, then in addition to paying Grand Vale Creative, LLC the amount of the underpayment, Licensee also agrees to reimburse Grand Vale Creative, LLC for the costs of conducting the audit. Where Grand Vale Creative, LLC reasonably believes that content is being used outside of the scope of the license granted under this agreement, Licensee agrees, at Grand Vale Creative, LLC’s request, to provide a certificate of compliance signed by an officer of your company, in a form to be approved by Grand Vale Creative, LLC.

Electronic storage. Licensee agrees to retain the copyright symbol, the name of Grand Vale Creative, LLC, the content’s identification number and any other information that may be embedded in the electronic file containing the original content, and to maintain appropriate security to protect the content from unauthorized use by third parties. Licensee may make one (1) copy of the content for back-up purposes.

Choice of Law. This agreement will be governed by the laws of the State of Illinois, U.S.A., without reference to its laws relating to conflicts of law. The United Nations Convention on Contracts for the International Sale of Goods does not govern this agreement. 

Alternative Dispute Resolution. Unless there is an emergency, any disputes arising from or related to this agreement shall be finally settled by binding arbitration with the American Arbitration Association. Said arbitration shall be held in Peoria, Illinois with one arbitrator under the Commercial Arbitration Rules and Mediation Procedures.  The parties shall split the costs of the arbitrator equally (50/50).  The parties agree that, notwithstanding any otherwise applicable statute(s) of limitation, any arbitration proceeding shall be commenced within two (2) years of the acts, events or occurrences giving rise to the claim.

Choice of Forum.  Any disputes arising from this agreement requiring court intervention shall be litigated only in Peoria County, Illinois. 

Severability. If one or more of the provisions in this agreement is found to be invalid, illegal, or unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions shall not be affected. Such provisions should be revised only to the extent necessary to make them enforceable.

Waiver. No action of either party, other than express written waiver, shall be construed as a waiver of any provision of this agreement.

Entire Agreement. No terms of conditions of this agreement shall be added or deleted unless made in writing and accepted in writing by both parties, or issued electronically by Grand Vale Creative, LLC and accepted in writing by Licensee. In the event of any inconsistency between the terms of this agreement and the terms contained on any purchase order sent by Licensee, the terms of this agreement will apply.

Notice. All notices required to be sent to Grand Vale Creative, LLC under this agreement shall be sent via email to erin@grandvaleco.com. All notices to Licensee will be sent via email to the email set out in Licensee’s account.

Taxes. Licensee agrees to pay and be responsible for any and all sales taxes, use taxes, value added taxes, and duties imposed by any jurisdiction as a result of the license granted to Licensee or of Licensee’s use of the licensed content.

Fees and Renewal. If your subscription is set to AUTOMATICALLY RENEW, Licensee authorizes Grand Vale Creative, LLC to charge the applicable subscription fees at the then applicable rate and taxes for the subscription to Licensee’s credit card on file at the expiration of the term. Licensee may change your auto-renewal preferences in your Grand Vale Creative, LLC account. Licensee’s subscription may only be cancelled as set out in Section 6. Grand Vale Creative, LLC may deactivate Licensee’s subscription without prior notice if Grand Vale Creative, LLC is unable to process payment through the credit card provided by Licensee.

By electronically agreeing to these terms and conditions, Licensee accepts and agrees to abide by all terms and conditions set forth.