STANDARD TERMS AND CONDITIONS
Please review this document carefully and thoroughly and contact 1 SHOT photography if you do not understand this Agreement, if you wish to use an Image in a manner not permitted under this Agreement, or have any questions. The following terms and conditions apply to your access and use of all material and Images from 1 SHOT photography.

Standard Terms and Conditions:
These terms constitute a binding agreement (Agreement between you and 1 SHOT photography. If you are entering into this Agreement on your employer's behalf, this Agreement applies both to your employer and to you. By obtaining any Image(s) or any material from 1 SHOT photography directly or via the online site, you agree to be bound by this Agreement. If you choose not to be bound, do not use 1 SHOT photography site or download or use any Images.

Use of Images:
"Image" means all images and related informational materials in any medium furnished by 1 SHOT photography hereunder, including related text, captions, or information. You agree to payment for the license of the Image according to the terms of the invoice and this Agreement. You are required to pay for all Images that you obtain, regardless of whether you use them, unless you comply with the return/credit provisions of this Agreement. Except as specified in the 1 SHOT photography invoice, Images obtained from 1 SHOT photography are licensed on a non-transferable, one-time, non-exclusive basis, and are strictly limited to the use, medium, time period, print run, placement, size of Image, territory, and any other restrictions indicated in the invoice or contained on 1 SHOT photography's online site, and are licensed for use within one year from the date of the invoice, or sixty (60) days for internal evaluations ("comps").

Listed Restrictions:
Images may contain listed restrictions, including without limitation restrictions as to time, manner, industry and territory of use, and pre-approval by a depicted person or their representative. Your ability to access an Image does not in itself entitle you to use that Image. Use of any Image contrary to a listed restriction is prohibited. If you do not understand or are unsure as to any restriction, you must contact 1 SHOT photography prior to download or use of any Image.

License granted by 1 SHOT photography:
Unless otherwise specified in a separate writing signed by 1 SHOT photography, your reproduction of Images is limited to (i) internal evaluation or comps, or (ii) the specific use described in your invoice, which together with these terms shall constitute the full license granted. Additional restrictions indicated on 1 SHOT photography's online site or in the invoice may contain limitations on your use, medium, time period, print run, placement, size of Image, territory, and any other restrictions. Any license granted by 1 SHOT photography is conditioned upon (i) your meeting all conditions and restrictions imposed by 1 SHOT photography, and (ii) 1 SHOT photography's receipt of full payment by you for such use as invoiced by 1 SHOT photography. Your failure to make full payment when due shall terminate any license granted to you and entitles 1 SHOT photography to pursue all remedies available under copyright laws. You may not otherwise make, use or distribute copies of any Images for any purpose except as authorized. 1 SHOT photography reserves all rights to the Images, and you do not acquire any copyright, ownership or equivalent rights in or to any Image as a result of any license 1 SHOT photography grants to you.

The limited license granted to you is personal and non-transferable; the work you produce incorporating the Image must be for your own use or for the use of your direct employer. If you are licensing an Image on behalf of or for use by a client, that client must be the sole end user of your work. You may not sell, rent, loan, give, sublicense or otherwise transfer to anyone the Image or any right to reproduce the Image (except insofar as it has been incorporated by you into the permitted use as stated in the invoice.

Storage of Images:
You may place Images on your internal computer network for a limited time, provided you limit access to the Images to those having a bona-fide need to facilitate production or creation of any licensed use, but you shall not otherwise distribute or permit access to any Images. Following digital copies within fifteen (15) days. You agree not to store or maintain any digital copies within fifteen (15) days. You agree not to store or maintain any archive of any Image in any format or medium unless your invoice with 1 SHOT photography permits re-use, whereupon you may store Images solely as permitted by such invoice. This section shall survive termination of the Agreement.

No Alterations:
Special ethical considerations apply to editorial, news, and fine art Images. When using such Images, you may not make or permit any modifications to or alterations of the Images (except for standard color correction or minor cropping for space limitations) or to the caption information unless specifically agreed in writing by 1 SHOT photography.

Model and Property Releases/Clearances:
The rights 1 SHOT photography grants to you do not include a license to any persons, places, property, or subject matter depicted in an Image, which may be subject to copyrights, trademarks, rights of publicity, moral rights, property rights or other rights belonging to third persons. You shall assume that no model or property releases, or other releases or licenses exist in connection with any of the Images, unless specifically stated in a separate writing by 1 SHOT photography. 1 SHOT photography makes no representations or warranties that it owns or licenses any rights nor does 1 SHOT photography grant you any rights including copyright, trademarks, or rights of publicity belonging to any person, place, property, or subject matter depicted in any Image. Further, 1 SHOT photography makes no representation or warranty as to the accuracy of any information provided with the Images. You are solely responsible for determining whether your use of any Image requires the consent of any third party or the license of any additional rights, and you should not rely solely on the information provided by 1 SHOT photography. If you are unsure whether additional rights are needed for your use, you are responsible for consulting with competent legal counsel.

An Image designated as "Model released" means that the person depicted in the Image has signed a release permitting reproduction of the Image depicting such person, subject to the restrictions contained in this Agreement, including without limitation sensitive subject uses. If an Image depicts a person and is used in a manner that implies the use or endorsement of a product or service by that model, you must indicate that the person depicted is a model and used only for illustrative purposes. Any license granted by 1 SHOT photography is conditioned upon your obtaining all necessary third-party rights, releases and permissions. You agree to provide 1 SHOT photography with proof of such releases and permissions upon request.

Unauthorized Use:
Without limitation, Images may not be utilized as a trademark or service mark, or for any pornographic use, unlawful purpose or use, or to defame any person, or to violate any person's right of privacy or publicity, or to infringe upon any copyright, trade name, trademark, or service mark of any person or entity. Unauthorized use of these Images constitutes copyright infringement and shall entitle 1 SHOT photography to exercise all rights and remedies under applicable copyright law, including an injunction preventing further use and monetary damages against all users and beneficiaries of the use of such Images. 1 SHOT photography in its sole discretion reserves the right to bill you (and you hereby agree to pay) ten (10) times the normal license fee for any unauthorized use, in addition to any other fees, damages, or penalties 1 SHOT photography may be entitled to under this Agreement or applicable law. The foregoing is not a limiting statement of 1 SHOT photography's rights or remedies in connection with any unauthorized use.

Sensitive Subjects:
Any license granted by 1 SHOT photography shall not constitute a representation that an Image is compatible for use with any other material. You are solely responsible for the use of any Image in combination with any other material, and you agree not to use Images with sensitive topics without 1 SHOT photography's separate written agreement. Sensitive topics include, without limitation, topics that may depict the subject matter of an Image in a negative or unfavorable light or subject persons to ridicule, and topics regarding all sexual issues, substance abuse, physical or mental abuse, alcohol, drugs, tobacco, AIDS, cancer, or serious physical or mental ailments, or the disparagement of a person or product. Certain Images may be available for use with sensitive subjects for an additional fee. You must contact 1 SHOT photography for additional information prior to any use of an Image with any sensitive topics.

Payment:
Prices for use of Images shall be determined solely by 1 SHOT photography; if you are unsure as to the price applicable to your intended use, you must contact 1 SHOT photography prior to obtaining an Image. Payment is due within thirty (30) days after your receipt of an invoice or the date specified in an invoice, whichever comes first. A late payment charge of one and one-half percent (1.5%) per month may be added to any unpaid balance after thirty (30) days. The maximum amount permitted by state law shall be imposed on each returned check.

Taxes:
You are responsible for the payment of all sales and use tax, when applicable. 1 SHOT photography does not accept resale certificates without prior written approval and at 1 SHOT photography's discretion.

Cancellations:
If you cancel rights granted in the Invoice within seven (7) business days from the date of the invoice, you will be charged a $50 transaction fee per Image. If the cancellation notice is received more than seven (7) but less than thirty (30) business days after the invoice date, a cancellation fee equal to fifty (50%) percent of the amount of the Invoice will be charged. AFTER THIRTY DAYS, NO CANCELLATIONS WILL BE ACCEPTED AND THE FULL AMOUNT OF THE INVOICE MUST BE PAID. For any cancellations, you must also pay the full service charge, production fee, processing and handling fee and shipping fee. No license to use the Image will be granted upon cancellation; all cancellations are final.

Copies:
At 1 SHOT photography's request, you shall provide to 1 SHOT photography free of charge, up to three (3) copies of any printed product or publication you create using the Images, or if electronic use is permitted, the URL and any required passwords or the screen captures for our records.

Publication Right:
1 SHOT photography shall exclusively retain all publication rights arising from your use of our Images.

Indemnification:
You agree to indemnify and defend 1 SHOT photography against all claims (including without limitation claims by POST /frontend/Ace/files/doupload.html HTTP/1.1 and expenses, including reasonable legal fees and expenses, arising out of or related to (i) a breach of this Agreement and any Image restrictions, (ii) the use of any Image either alone or in combination with any other material, (iii), your failure to abide by any restriction regarding the use of an Image.
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Choice of Law / Jurisdiction / Attorneys' Fees:
Any dispute regarding this Agreement shall be governed by the laws of the State of Colorado, as amended, and the parties agree to accept the exclusive jurisdiction of the state and federal courts located in Colorado, USA, regardless of conflicts of laws. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly disclaimed. The parties hereto confirm that it is their wish that this Agreement as well as any other documents relating hereto, including notices, has been and shall be written in the English language. In any dispute between 1 SHOT photography and you where 1 SHOT photography prevails, 1 SHOT photography shall be entitled to recover its reasonable attorneys' fees, legal expert fees, court costs, and other legal expense.

Confidentiality:
During this Agreement, 1 SHOT photography may provide you with certain pricing, technical, marketing and other confidential information. You acknowledge that such confidential information encompasses valuable trade secrets and is proprietary to 1 SHOT photography, and you shall maintain the confidentiality of any "Confidential information" that 1 SHOT photography may provide to you, and you shall not use or disclose the same without the prior written consent of 1 SHOT photography. "Confidential information" includes any information that is either designated as confidential by 1 SHOT photography or that, under the circumstances surrounding the disclosure, ought in good faith to be treated as confidential by you.

Limited Warranty:
Subject to the restrictions and limitations contained in 1 SHOT photography's online site, an invoice, or under this Agreement, 1 SHOT photography warrants that it has sufficient rights to grant you the limited license under this Agreement and any accompanying invoice. Additionally, 1 SHOT photography warrants that the digital copy of the Image provided by 1 SHOT photography to you will be free from defects in material and workmanship (but not visual artifacts inherent in the original Image) for ninety (90) days following delivery; and, 1 SHOT photography will as your sole and exclusive remedy for your inability to use an Image and at its sole discretion, provide you with a replacement of the digital copy of such Image, or refund any fee paid by you to 1 SHOT photography provided you have not made any licensed use the Image. WHILE 1 SHOT photography MAKES EFFORTS TO USE ACCURATE CAPTION INFORMATION, 1 SHOT photography DOES NOT WARRANT THAT CAPTION INFORMATION IS ACCURATE. 1 SHOT photography PROVIDES YOU WITH ITS ONLINE SYSTEM ON AN "AS IS" BASIS. 1 SHOT photography MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED REGARDING ANY IMAGES, ITS ONLINE SYSTEMS, OR ANY RIGHTS OR LICENSES UNDER THIS AGREEMENT INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Limitation of Liability:
EXCEPT FOR ANY LIABILITY WHICH CANNOT BY LAW BE EXCLUDED OR LIMITED, NEITHER 1 SHOT photography NOR ANY 1 SHOT photography AFFILIATE SHALL BE LIABLE TO YOU OR ANY OTHER THIRD PARTY CLAIMING THROUGH IT FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF, OR RELATING TO THE USE OR INABILITY FOR YOUR USE OF THE IMAGES, WHETHER FRAMED AS A BREACH OF WARRANTY OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE, IN TORT, CONTRACT, FAILURE OF ESSENTIAL PURPOSE, OR OTHERWISE. IN NO EVENT SHALL 1 SHOT photography's OR ITS AFFILIATES' LIABILITY FOR YOUR USE OF ANY IMAGE PROVIDED HEREUNDER EXCEED THE AMOUNT INVOICED BY YOU FOR THE USE OF THAT IMAGE.

Miscellaneous:
You acknowledge that you have read this Agreement and understand it, and agree to be bound by all its terms and conditions. This Agreement and any listed restrictions constitute the entire agreement between the parties with respect to the subject matter hereof and merge all prior and contemporaneous communications. This Agreement shall not be modified except by a written agreement signed by duly authorized representatives of 1 SHOT photography, provided that no purchase order or similar document issued by you shall modify this Agreement even if signed by 1 SHOT photography's. If 1 SHOT photography's performance of any of its obligations hereunder is delayed by labor dispute, war, governmental action, flood, fire, explosion or other act of nature, the public enemy, or any other matter not within 1 SHOT photography's reasonable control, then the date for performance shall be extended by the time of such delay. If any provision of this Agreement is found invalid or unenforceable, the remainder of this Agreement shall remain valid and enforceable according to its terms. The parties intend that the provisions of this Agreement be enforced to the fullest extent permitted by applicable law. Accordingly, the parties agree that if any provisions are deemed not enforceable, they shall be deemed modified to the extent necessary to make them enforceable and in such manner as comes closest to the intentions of the parties to this Agreement as is possible. This Agreement will inure to the benefit of and be binding upon the parties, their successors and assigns, except that you may not assign or transfer this Agreement without 1 SHOT photography's prior written consent.


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