Licensing Agreement for KC Magrath / KCMagrath.com
Effective Date: 06/27/2025
PARTIES:
• Licensor: KC Magrath, a photographer and creator, with email contact form at KCMagrath.com/about (“Licensor”).
• Licensee: The individual or entity purchasing the digital image(s) (“Licensee”).
OVERVIEW: This Licensing Agreement (“Agreement”) governs the terms under which the Licensee may use the digital photograph(s) (“Image(s)”) purchased from KC Magrath / KCMagrath.com. The Licensor grants the Licensee specific rights to use the Image(s) based on the purchased license type (Personal Use License or Commercial Use License). All rights not expressly granted herein are reserved by the Licensor.
1. DEFINITIONS
• Image(s): The digital photograph(s) purchased by the Licensee, delivered in the resolutions specified at purchase.
• Personal Use: Use of the Image(s) for non-commercial purposes, such as personal display, home decor, private collections, or personal social media posts without monetization.
• Commercial Use: Use of the Image(s) for purposes intended to generate revenue, such as advertising, marketing, merchandise, publications, or any commercial product or service.
• Derivative Works: Any modifications, edits, or adaptations of the Image(s), such as cropping, color adjustments, or incorporation into other media.
2. LICENSE TYPES
Unless specifically authorized in writing by Licensor, the Licensee is purchasing a PERSONAL USE LICENSE only.
A. PERSONAL USE LICENSE
• Grant of License: The Licensor grants the Licensee a non-exclusive, non-transferable, perpetual license to use the Image(s) for Personal Use only.
• PERMITTED USES:
• Displaying the Image(s) in private residences or personal spaces (e.g., printed wall art, photo albums).
• Using the Image(s) on personal, non-monetized social media accounts or personal websites/blogs.
• Creating personal prints or digital displays for non-commercial purposes.
• RESTRICTIONS:
• The Licensee may not use the Image(s) for any Commercial Use, including but not limited to advertising, merchandise, or resale.
• The Licensee may not resell, sublicense, distribute, or transfer the Image(s) to third parties.
• The Licensee may not use the Image(s) in a manner that implies endorsement, sponsorship, or affiliation with any product, service, or entity without the Licensor’s written consent.
• The Licensee may not use the Image(s) in any unlawful, defamatory, or offensive manner.
• DERIVATIVE WORKS: The Licensee may create Derivative Works for Personal Use only, provided the Image(s) remain recognizable and are not used commercially.
B. COMMERCIAL USE LICENSE
• Unless specifically authorized in writing by Licensor, the Licensee is purchasing a PERSONAL USE LICENSE only. SEE ABOVE.
• Grant of License: If the Licensor grants, in writing, to the Licensee a Commercial Use License, it will be a non-exclusive, non-transferable license to use the Image(s) for Commercial Use, subject to the terms below. The license duration is perpetual unless otherwise specified at purchase.
• PERMITTED USES:
• Using the Image(s) in advertising, marketing materials, or promotional campaigns (e.g., brochures, websites, social media ads).
• Incorporating the Image(s) into commercial products, such as books, magazines, or merchandise, provided the Image(s) are not part of the primary value of the product.
• Displaying the Image(s) in commercial spaces (e.g., office decor, retail displays).
• RESTRICTIONS:
• The Licensee may not resell, sublicense, distribute, or transfer the Image(s) as standalone digital files or in a manner that allows third parties to extract or reuse the Image(s) independently.
• The Licensee may not use the Image(s) in products where the Image(s) are the primary value (e.g., stock photography resale, NFT creation, or print-on-demand services) without a separate Extended License agreement from the Licensor.
• The Licensee may not use the Image(s) in sensitive contexts (e.g., adult content, political campaigns, or defamatory materials) without the Licensor’s written consent.
• The Licensee must provide attribution to the Licensor (e.g., “Photo by KC Magrath / KCMagrath.com”) when using the Image(s) in editorial or public-facing commercial contexts, unless otherwise agreed.
• DERIVATIVE WORKS: The Licensee may create Derivative Works for Commercial Use, provided the Image(s) are part of a larger work and not redistributed as standalone images. Significant modifications require the Licensor’s approval to ensure the Image(s) retain their intended context.
3. OWNERSHIP AND INTELLECTUAL PROPERTY
• The Licensor retains full ownership and copyright of the Image(s). The Licensee receives only the rights explicitly granted under the selected license.
• The Licensee acknowledges that the Image(s) are the intellectual property of the Licensor and may not claim ownership or authorship of the Image(s).
4. DELIVERY AND QUALITY
• The Image(s) will be delivered as JPEG digital downloads in the resolution specified at purchase.
• The Licensor ensures the Image(s) meet industry standards as per the graph at the bottom of the Gallery page, but is not responsible for the Licensee’s printing or display outcomes due to improper handling or third-party services.
• Downloads are provided via secure links, expiring after 7 days for security.
5. PRICING AND PAYMENT
• Payment is due at the time of purchase, and the license is granted only upon successful payment confirmation.
• Personal Use License: All digital downloads purchased at Tier Pricing are for PERSONAL USE ONLY (pricing is subject to change at any time).
• Commercial Use License: Digital downloads purchased at Tier Pricing are NOT for Commercial Use. Commercial use pricing is higher, and may be obtained by emailing prior to purchase.
• Limited Edition: see next section
6. LIMITED EDITIONS
• For Images designated as “Limited Edition”, the Licensor restricts the number of downloads to a specified quantity, decided by the licensor, often in corroboration with a licensee’s wishes (e.g., 3 worldwide). An increase in price accompanies the Limited Edition.
• The Licensee receives a certificate of authenticity with the Image(s), confirming the limited edition status. If a purchased piece later becomes a Limited Edition, effort will be made by the licensor to notify previous purchasers that their piece (previously bought at Tier Pricing) is now part of the Limited Edition, and a certificate of authenticity will be provided.
• Limited Edition Images are subject to the same Personal or Commercial Use restrictions unless otherwise specified.
7. TERMINATION AND BREECH
• The Licensor may terminate this Agreement if the Licensee violates its terms (e.g., unauthorized commercial use, resale, or distribution).
• Upon termination, the Licensee must cease all use of the Image(s) and destroy any copies in their possession.
• The Licensor reserves the right to pursue legal remedies for unauthorized use, including damages for copyright infringement.
8. WARRANTIES AND LIABILITIES
• Licensor Warranties: The Licensor warrants that they have the legal right to grant the licenses described herein and that the Image(s) do not infringe on third-party rights to the best of their knowledge.
• Licensee Warranties: The Licensee warrants that they will use the Image(s) in accordance with this Agreement and applicable laws.
• Liability: The Licensor is not liable for any damages, losses, or claims arising from the Licensee’s use of the Image(s), including improper printing or third-party misuse. The Licensor’s liability is limited to the purchase price of the Image(s).
9. INDEMNIFICATION
• The Licensee agrees to indemnify and hold the Licensor harmless from any claims, damages, or liabilities arising from the Licensee’s misuse of the Image(s) or breach of this Agreement.
10. GOVERNING LAW
• This Agreement is governed by the laws of the state of Florida in the USA. Any disputes will be resolved in the courts of Florida, USA.
11. AMENDMENTS
• The Licensor reserves the right to update this Agreement for future purchases. The version in effect at the time of purchase applies to the Licensee’s transaction.
12. CONTACT INFORMATION
• For questions, requests for Commercial Licenses, Limited Editions, extended licenses, or disputes, contact the Licensor via email at KCMagrath.com/about.
13. ACCEPTANCE
• By purchasing and downloading the Image(s), the Licensee agrees to be bound by the terms of this Licensing Agreement. The Licensee should retain a copy of this Agreement for their records.