Terms and Conditions for Delivery and Reproduction of Wind River Studios Digital and Analog Images

A. SUBMISSION TERMS

1. Photographs and digital files may not be used in any way including layouts, sketches, or photostats until submission of a WRS invoice indicating RECIPIENT’s right to use same.
2. Retention of Photographs, Transparencies, or Digital Files:
a. Photographs, or transparencies (hereafter “Photographs”) may be held for thirty (30) days approval unless a longer period is requested and granted by WRS. A holding fee of five dollars ($5.00) per week per color transparency and one dollar ($1.00) per week per black-and-white print will be charged after such thirty-day (30) period, up to the time of return.
b. Digital files may be retained for sixty (60) days or until the date indicated on the invoice. Unless this period is extended in writing, RECIPIENT must delete the digital files from all electronic and removable media and destroy any other copy of the digital files, except as licensed under this agreement. WRS’s copyright information and image identification number must be kept with the digital files while RECIPIENT retains them.
3. RECIPIENT is responsible for loss or damage to the Photographs delivered to it, from time of receipt until their return to WRS. RECIPIENT shall be responsible for safe delivery and return of Photographs to WRS and shall indemnify WRS against any loss or damage to Photographs in transit or while in the possession of RECIPIENT. This agreement is not considered a bailment and is specifically conditioned upon the item so delivered being returned to WRS in the same condition as delivered. Projection of Photographs and/or digital files is not permitted. RECIPIENT assumes an insurer’s liability for the safe and undamaged return of the Photographs to WRS.
4. The monetary damages for loss or damage of an original Photograph shall be determined by the value of each individual Photograph. RECIPIENT agrees, however, that the reasonable minimum value of such a lost or damaged color Photograph shall be no less than one-thousand dollars ($1,000.00), the reasonable minimum value of a lost or damaged duplicate color Photograph shall be no less than two-hundred fifty dollars ($250.00), and that a lost or damaged black & white Photograph for which a replacement is available will be valued at a minimum of seventyfive dollars ($75.00): in the case of an irreplaceable black & white Photograph, a minimum value of five hundred dollars ($500.00) will apply. WRS agrees to the delivery of the Photographs herein only upon the express covenant and understanding by RECIPIENT that the terms contained in this Paragraph 4 are material to this agreement. RECIPIENT assumes full liability for its employees, agents, assigns, messengers and freelance researchers for the loss, damage or misuse of the Photographs and/or digital files.
5. Photographs licensed for reproduction are to be returned within four (4) months after date of invoice. RECIPIENT agrees to pay as reasonable charges, the sum of five dollars ($5.00) per week per color Photograph and one dollar ($1.00) per week per black & white Photograph for material held beyond this limit.

B. PROTECTION OF PHOTOGRAPHS AND DIGITAL FILES

6. Photographs and/or digital files remain the property of WRS. RECIPIENT does not acquire any right, title or interest in or to any Photograph and/ or digital file, including, without limitation, any electronic reproduction or promotional rights, and will not make, authorize or permit any use of the Photographs and/or digital files made therefrom other than as specified herein. Full credit and copyright information included with the Photographs and/or digital files must remain with the Photographs and/or digital files.
7. Time is of the essence in the performance by RECIPIENT of its obligations for payments and return of Photographs and/or digital files hereunder. No rights are granted until payment in full is made to WRS. Failure of recipient to notify WRS of usage of WRS Photographs and/or digital files prior to usage will invoke a minimum twentyfive percent (25%) surcharge to the usage fee.
8. Payment herein is to be net thirty (30) days and must not be postponed until the appearance of the work. A service charge of ten percent (10%) per month on any unpaid balance will be charged thereafter. Any claims for adjustment or rejection of terms must be made to WRS within ten (10) days after receipt of invoice. In the event that RECIPIENT uses any Photograph and/or digital file in a publication, RECIPIENT shall provide WRS with seven (7) gratis copies of such publication upon printing.
9. Photographs and/or digital files must bear a credit line if so indicated by WRS, as well as the copyright notice specified in item 16 below. Failure to do so shall invoke a minimum thirty-three and onethird, percent (33 1/3%) surcharge.
10. All rights not specifically granted herein to RECIPIENT are reserved for WRS’s use and disposition without any limitations whatsoever.
11. RECIPIENT agrees that the above terms are made pursuant to Article 2 of the UNIFORM COMMERCIAL CODE as adopted by the State of Wyoming and agrees to be bound by same.

C. USE RESTRICTIONS FOR PHOTOGRAPHS AND DIGITAL FILES

12. RECIPIENT agrees not to sell, sublicense, relicense, rent, or lease any Photographs and/or digital files, or any material derived from the Photographs and/or digital files, either in whole or in part, or to otherwise make any advertising or commercial use of the Photographs and/or digital files, or any material derived from the Photographs and/or digital files, except as expressly agreed in writing by WRS. Without limiting the foregoing, RECIPIENT agrees that it will not: (a) archive, republish or transmit any of the Photographs and/or digital files by any method without WRS’s prior written consent; (b) copy or publish any of the Photographs and/or digital files to a network or bulletin board, or otherwise distribute or allow any of the Photographs and/or digital files to be distributed to or used by anyone other than as permitted hereunder, without the prior written consent of WRS; (c) use the Photographs and/or digital files to promote a business that sells or licenses Photographs and/or digital files, or otherwise competes with WRS in any manner; and (d) use the Photographs and/or digital files in any manner that would discredit or disparage WRS or the owner of the Photographs and/or digital files.

D. INDEMNITY

13. RECIPIENT agrees to indemnify and hold WRS, and the owner of the Photographs and/or digital files, harmless from any and all claims, liabilities, damages, costs and expenses, including reasonable attorney’s fees, arising from RECIPIENT’s use of a Photograph and/or digital file or any breach of this agreement. Any additional rights, consents or permissions as may be required must be cleared by the RECIPIENT.

E. LIMITATION OF LIABILITY

14. UNDER NO CIRCUMSTANCES WILL WRS OR THE OWNER OF THE PHOTOGRAPHS AND/OR DIGITAL FILES BE LIABLE FOR ANY DIRECT, INCIDENTAL, CONSEQUENTIAL, INDIRECT OR PUNITIVE DAMAGES FROM RECIPIENT’S ACCESS OR USE OF THE PHOTOGRAPHS AND/OR DIGITAL FILES. IN ANY EVENT, THE LIMIT OF LIABILITY OF WRS AND THE OWNER OF THE PHOTOGRAPHS AND OR DIGITAL FILES SHALL BE THE FEE PAID BY RECIPIENT FOR USE OF THE PHOTOGRAPHS AND/OR DIGITAL FILES.

F. DISPUTES AND CLAIMS

15. Any and all disputes arising out of, under or in connection with this agreement, including, without limitation, the validity, interpretation, performance and breach hereof, shall be settled by arbitration in Cheyenne, Wyoming, USA, pursuant to the rules of the American Arbitration Association. Judgment upon the award rendered may be entered in any court having jurisdiction. This agreement, its validity and effect, shall be interpreted under, governed and enforced under the laws of the State of Wyoming. The parties to agree that the State of Wyoming is the appropriate and only jurisdiction for resolving all disputes. If WRS is caused to present claims or suit as a result of any breach of the above terms set forth, it shall be made whole for such reasonable legal fees or costs by RECIPIENT.

G. COPYRIGHTS AND LICENSES

16. The Photographs and/or digital files are © Copyright WRSWRS . WRS represents and warrants that it is the proprietor of the valid copyright or the license of a valid copyright holder with respect to the Photographs and/or digital files. WRS grants RECIPIENT a non-exclusive right, privilege and license to reproduce the copyrighted Photographs and/or digital files pursuant to the terms and conditions herein.
17. Any reproduction or use of the Photograph and/ or digital files must give legible notice of WRS’s copyright in the form “© Wind River Studios [Year]” giving the year shown in the Photograph and/or digital file and/or stated on this invoice.

G. MISCELLANEOUS

18. This agreement is not assignable or transferable by RECIPIENT.
19. These terms and conditions contain the entire agreement between WRS and RECIPIENT concerning the transmission, delivery, review, and reproduction of Photographs and/or digital files, and no term or condition may be added or deleted unless made in writing by WRS and signed by WRS’s Chief Executive Officer (CEO). RECIPIENT confirms that it has the right to enter into this agreement on behalf of itself and any company on whose behalf it is receiving the Photographs and/or digital files. The terms of this agreement and the terms of any subsequent invoice supersede any and all terms of any purchase order submitted by RECIPIENT.
20. As used herein, WRS refers to WIND RIVER STUDIOS, a Wyoming Corporation, with general offices at 1 Unicover Center, Cheyenne, Wyoming 82008-0001 USA. As used herein, RECIPIENT refers to the person or entity itself named on the face of the invoice issued by WRS for the Photographs and/or digital files specified. WRS Form TCAW (01-2004) Terms and Conditions for Delivery and Reproduction of Wind River Studios Digital and Analog Images

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Founded in 1987, Wind River Studios is home to one of the world’s most unique and exceptional collections of original works of art. Our vaults hold over 11,000 pieces—each one a genuine, one-of-a-kind original work of art—by some of the world’s leading artists. We’ve made it easier than you ever thought possible to own an original work of art for yourself. And, now, we’ve selected some of our most stunning artworks of all and created a special series of limited edition art prints!