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This is a legal agreement between you, or your company, firm or other organization (“Licensee” or “You”), and Rose Mesa Designs, LLC (“LICENSOR”). Please read this agreement carefully before purchasing, downloading or using any image(s) (“IMAGE or IMAGES”) from LICENSOR, whether from this website or sent to you from our office. If you are entering into this agreement on behalf of your employer, the license granted and restrictions and limitations recited herein apply to your employer and to you as a representative of your employer. Your right to use an Image(s) is subject to the terms, conditions and restrictions set forth in this agreement as well as our general “Terms of Use” on our website. By clicking the “I accept” button or by downloading any image(s), or by payment of our invoice, or by use of our Images, you agree to be bound by the terms of this agreement. Images are protected by copyright and other applicable law. Any use of the images other than as authorized under this License or Copyright Law is prohibited.

1. License Grant: Subject to compliance with the terms and conditions of this License, Licensor grants you a worldwide, royalty-free, non-exclusive, perpetual (for the duration of the applicable copyright) license to exercise rights in the Photograph as follows:

a) You may use the image(s) for personal or professional use on a website, online or in printed business materials such as business cards and brochures.

b) You may crop, resize, or overlay the image with text, pdfs, or jpgs of your designs.

c) You may reproduce the Image for personal or professional use;

d) You may incorporate the Image into one or more collections and reproduce and Display it in that context;

e) You may do any of the foregoing without giving attribution to Licensor; All rights not expressly granted by Licensor are hereby reserved.

2. Conditions of Use: The license granted in Section 1 above is expressly made subject to and limited by the following conditions on your use of the Image. The following are conditions of the License and indicate the conditions under which the Image may be used as otherwise provided herein. Any use of the Image other than in conformance with these conditions is outside the scope of the License, and a violation of the Copyright Act. Nothing in this License is intended to reduce, limit, or restrict any uses free from copyright or rights arising from limitations or exceptions that are provided for in connection with copyright protection under copyright law or other applicable laws.

a) Distribution Prohibited: You may not distribute, sell, or sublicense the Image, or any compilation including or derivative work based on the Image, but you may display publicly the Image commercially as part of a publication or compilation. Attribution is not required, but you may NOT claim the Image as your own.

b) Tangible Goods: You may not use the Image on any tangible product for sale, including book covers.

c) eBooks: You may not use the Image on eBook covers without prior express written permission.

d) Workshops/Tutorials: You may not use the Image to promote styling or photography related workshops, webinars, classes, how-to-style blog posts, tutorials or newsletters, or any styling or photography related training.

e) Endorsement Prohibited: You may not implicitly or explicitly assert or imply any connection with, sponsorship from, or endorsement by any model, object, or entity appearing in an Image, the original author of the Image, or the Licensor, without the separate, express, prior written permission of such person or applicable rights holder. If you use the Image in any manner, you must, to the extent practicable, remove any reference to any such person or applicable rights holder upon request by Licensor.

f) Large Scale Advertising: You may not use the Image in any large scale advertising (ex. billboard, magazine cover, etc.) without prior express written permission from Licensor.

g) Defamatory and Illicit Use: You may not display or distribute the Image in connection with pornography, hate speech, or other illicit content, or in a manner likely to defame, insult, or embarrass the model, original author, Licensor, or other rights holder. The determination of whether any use of the Image violates the restrictions of this Section may be made by Licensor in its sole and absolute discretion. You agree to immediately terminate any such use on Licensor’s request and your access to Licensor’s Images will be immediately revoked.

h) This License Remains with the Image: You may use the Image only under the terms of this License. If you distribute an adaptation of the Image for use by third parties, you must include a copy of, or reference to, this License with every copy of the adapted Image that you distribute. You may not impose any additional terms on the Image that restricts this License or the ability of the recipient of the Image to exercise the full rights of this License. You may impose more restrictive terms on the use of any adaptation that you have created.

i) Images containing logos, trademarks or copyrights of other companies may only be used for editorial purposes, and cannot be used for commercial use. You can use these images for blog posts and social media posts that are relevant to the subjects in images. You can use these images if you are writing a blog post about travel, books fashion, makeup, etc.

Prohibited uses: Using images containing logos, trademark or copyright of other companies on sales pages, for advertisements (including Facebook ads), print ads, e-book covers, PDF downloads, images on blog posts, social media posts, email newsletters or pages where you are offering a service or product for sale.

j) Violation of Copyright and/or Trademark: You may not use, display, distribute, sell or otherwise use the Image in any manner that would violate any applicable copyright or trademark law.

3. Representations, Warranties, and Disclaimer: Licensor offers the Image “AS IS” and makes no representations or warranties of any kind concerning the Image or any element thereof, express, implied, statutory or otherwise, including without limitation warranties of title, merchantability, fitness for a particular purpose, noninfringement, or the absence of latent or other defects, accuracy, or the presence or absence of errors, whether or not discoverable. If your jurisdictions does not acknowledge the exclusion of implied warranties then the exclusion may not apply to you.

4. Limitation of Liability: To the extent required by applicable law, in no event will Licensor be liable on any legal theory for any special, incidental, consequential, punitive, or exemplary damages arising out of this license or the use of the Image, even if Licensor has been advised of the possibility of such damages.

5. Indemnification: Licensee agrees to indemnify and hold harmless Licensor and its members, affiliates, officers, directors, managers, and employees, from and against any claims, losses, damages, liabilities, costs, and expenses, including reasonable attorneys’ fees, arising out of or in connection with your use, including use by any agent of yours, of the Images, any violation of copyright or trademark law, or infringement on any trade-secret or property right of a third party.

6. Termination: This License and the rights granted hereunder will terminate automatically upon any breach by you of the terms of this License.

7. Modification of License: Licensor may withdraw or modify the License at any time, but any such withdrawal or modification will not affect application of the License to your use of the Image, unless and until you have agreed to a modified version of the License. By continuing to access Licensor’s website after receiving notice of the new License, you agree to the License, and agree that it supersedes all prior licenses between you and Licensor as to the Images (and as to any image previously distributed by Licensor under any other license) in their entirety; if you do not so agree, you must notify Licensor that you reject this modified License within 30 days of your receipt of this License (whether received by email, upon viewing Licensor’s website, or otherwise), and cease use of the Licensor’s website pursuant to the effective Terms of Service.

8. General Provisions:

a) If any provision of this License is invalid or unenforceable under applicable law, it will not affect the validity of the remaining terms of this License, and without further action by the parties to this agreement, such provision will be reformed to the minimum extent necessary to make the License valid and enforceable in line with the parties’ original intention.

b) No term or provision of this License may be waived, and no breach consented to, unless such waiver or consent is in writing and signed by the party to be charged with such waiver or consent.

c) This License constitutes the entire agreement between the parties with respect to the Images. There are no understandings, agreements, or representations with respect to the Image. Licensor will not be bound by any additional provisions that may appear in any communication from you. This License may not be modified without the mutual written agreement of the Licensor and Licensee.

d) This Agreement does not and is not intended to confer any rights or remedies upon any person other than the parties hereto.

e) This License is granted under and governed by the laws of the United States of America and the State of Illinois.

f) Any dispute arising under or relating to the License or the Image may be resolved only through binding arbitration conducted in Lake County, Illinois under the then applicable rules of the American Arbitration Association. Notwithstanding the foregoing, Licensor may apply to the state and federal courts of Lake County, Illinois for an injunction against any breach of this License or infringement of the original author’s or Licensor’s intellectual property rights, or any model’s rights of privacy and publicity, and such injunction may be enforced, and damages for violation recovered, in any jurisdiction world wide. Licensee agrees that any dispute-resolution proceeding will be conducted on an individual basis and not in a class, consolidated, or representative action.

Date: 2/1/2017

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