UNLIMITED PHOTO LICENSE AGREEMENT
This Photo License Agreement (this “Agreement”) is made as of this 6th day of November, 2020 (the “Effective Date”) by and between Three Peaks Media LLC. (“Photographer”) and Minus33 (“Client”). The parties agree as follows:
1. License. Photographer hereby grants to Client an exclusive, perpetual license to use the following work (the “Photos”):
(A). Unlimited Use License - Photos delivered under the Unlimited Use License may be used by the Client for the promotion of the company, its brand, and its products in perpetuity.
(B). Client is authorized to use the Photos solely for the limited purposes of promoting the Client's company, its brand, and its products. The Client may not sell, gift, or otherwise distribute these images to any third party. These provisions are applicable worldwide (the "Territory").
2. Ownership of Photos. Client agrees that, subject to the rights and licenses granted herein, Photographer is, and will remain, the sole and exclusive owner of all rights, titles, and interests, throughout the world, to all Photos and any copies of the Photos. Except as expressly provided in this Agreement, Photographer reserves all rights and licenses not expressly granted in this Agreement.
3. Restrictions on Use. Client will not use the Photos for any of the following purposes:
(A). No Unlawful Use. Client will not use the Photos in any unlawful manner, such as pornography or defamation.
(B). No Products for Resale. Client will not use the Photos in any goods or products where the Photos are the primary value.
(C). No Sublicenses. Client will not sublicense the Photos without the prior written permission of Photographer.
4. Photo Notice and Markings. Client does not need to include a photo credit or copyright notice on the Photos unless specifically requested by the Photographer.
5. Limitations of Liability. EXCEPT FOR ANY REMEDIES THAT CANNOT BE EXCLUDED OR LIMITED BY LAW, NEITHER PARTY, NOR ANY AFFILIATE, WILL BE LIABLE UNDER THIS AGREEMENT TO THE OTHER PARTY, ANY AFFILIATE OR OTHER THIRD PERSON FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, RELIANCE, OR PUNITIVE DAMAGES OR LOST OR IMPUTED PROFITS, LOST DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES.THIS LIMITATION OF LIABILITY MAY NOT BE VALID IN SOME STATES. CLIENT MAY HAVE RIGHTS THAT CANNOT BE WAIVED UNDER CONSUMER PROTECTION AND OTHER LAWS. PHOTOGRAPHER DOES NOT SEEK TO LIMIT CLIENT’S WARRANTY OR REMEDIES TO ANY EXTENT NOT PERMITTED BY LAW.
6. Termination. Either party may terminate this Agreement immediately upon delivery of written notice to the other party specifying clearly the grounds for termination if the other party commits a material breach of its obligations under this Agreement and fails to cure the breach within ninety (90) days after written notice of the breach is received by the breaching party. For the avoidance of doubt, termination will be without prejudice to any liability incurred prior to the effective date of termination.
7. Assignment. This Agreement may not be assigned by Client without Photographer’s prior written consent. Photographer may assign this Agreement, in whole or in part, to any affiliate or successor.
8. Severability. If any provision of this Agreement is held invalid, illegal or unenforceable by a court of competent jurisdiction, the remainder of the Agreement will be valid and enforceable and the parties will negotiate in good faith a substitute, valid and enforceable provision which most nearly puts into effect the intent of the parties.
9. No Waiver. This Agreement may not be altered, modified, or amended in any way except in writing signed by both parties. The failure of a party to enforce any provision of the Agreement will not be construed to be a waiver of the right of such party to thereafter enforce that provision or any other provision or right.
10. Entire Agreement. This Agreement represents and constitutes the entire agreement between the parties, and supersede and merge all prior negotiations, agreements, and understandings, oral or written, with respect to any and all matters between the parties.
11. Governing Law. The parties hereby agree that this Agreement will be governed by, and constructed and enforced in accordance with the laws of the State of Vermont, without reference to rules governing choice of laws.
12. Disputes. Any dispute arising from this Agreement shall be resolved through mediation. If the dispute cannot be resolved through mediation, then the dispute will be resolved through binding arbitration conducted in accordance with the rules of the American Arbitration Association.
13. Attorneys’ Fees. If either party brings legal action to enforce its rights under this Agreement, the prevailing party will be entitled to recover from the other party its expenses (including reasonable attorneys’ fees and costs) incurred in connection with the action an any appeal.
14. Notices. All notices, demands or other communications to be given under this Agreement by either Party to the other may be effected either by personal delivery in writing or by U.S. mail, registered or certified, postage prepaid with return receipt requested. Notices delivered personally will be deemed communicated as of actual receipt. Mailed notices will be deemed communicated as of two (2) days after mailing.
IN WITNESS WHEREOF, the Parties have entered into this Agreement as of the Effective Date.
Three Peaks Media LLC.
Photographer Signature
Photographer
Minus33
Client Signature
Client
Amidst ongoing expansion, Minus33, a merino wool apparel brand created by textile engineers from L.W. Packard & Co., has reclaimed ownership of the historic Scribner Building that sits at the head of the former L.W. Packard campus in Ashland, New Hampshire.
The move is the latest step by Minus33 toward reclaiming its New England textile heritage and extending a tradition of quality that reaches back through generations of family business. Originally built in 1880 for the use of the textile mill, the Scribner Building has been repurchased by Minus33 to support the continued expansion of the merino wool specialty brand.
“Taking back the Scribner Building is a huge step for the growing team here at Minus33,” said Vice President of L.W. Packard and Lead Sock Designer Lawson Glidden. “To dedicate this space to really making things again, even if it’s just a part of this once massive facility, is a feeling that’s so gratifying, it’s hard to describe. We’re proud to carry forward a tradition that reaches back nearly two centuries here in Ashland. The end goal is to harness that accumulated knowledge to deliver the absolute best quality product to consumers at the best value, while bringing back good jobs to this community.”
On the grounds of the original L.W. Packard textile mill, renovations of the Scribner Building will begin this month, starting with the repair and restoration of the roof. Plans include installing a wind vane from the original Ashland Knitting Company and a Hooper Bell, which was once part of the original mill. This bell would have been rung daily to signal various times throughout the day and alert for important news.
For dealer sales inquiries, contact info@minus33.com.
