This Agreement ("Agreement"), is entered into effective the date of purchase between Mindy Wara ("Artist") and the Buyer.

I. SCOPE OF LICENSING AGREEMENT

This Agreement applies to any images, graphics, digital assets, or digital images created or taken by the Artist and delivered to the Buyer (collectively known as "Images"). This Agreement governs the relationship between the parties and in no communication or other exchange, shall modify the terms of this Agreement unless agreed to in writing.

II. RIGHTS

All Images and rights relating to them, including copyright and ownership rights in the media in which the Images are stored, remain the sole and exclusive property of the Artist. This license provides the Buyer with the limited right to reproduce, publicly display, and distribute the Images for personal use only as stated on the Image listing and agreed to by both parties upon purchase. Images used for any purpose not directly related outside of those terms must be with the express permission of the Artist and may include the payment of additional fees, unless otherwise agreed to in writing. Images may contain copyright management information (CMI) at the discretion of the Artist in the form of either 1) a copyright notice © and/or 2) other copyright and ownership information embedded in the metadata or elsewhere unless otherwise agreed to by the Parties. Removing and/or altering such information is prohibited and constitutes a violation of the Digital Millennium Copyright Act (DMCA) and the Buyer will be responsible to the Artist for any penalties and awards available under that statute.

III. RELATIONSHIP OF THE PARTIES

The parties agree that the Artist is an independent contractor and that the Artist nor contract personnel are, or shall be deemed to be, employees of the Buyer. No agency, partnership, joint venture, or employee-employer relationship is intended or created by this Agreement. Neither party is authorized to act as agent or bind the other party except as expressly stated in this Agreement. The Artist and the Images or any other deliverables prepared by the Artist shall not be deemed a work for hire as defined under Copyright Law. All rights granted to the Buyer are contractual in nature and are expressly defined by this Agreement.

IV. CREATION

The manner and method of creating any Image is solely at the discretion of the Artist and the Buyer has no right to control the Artist’s manner and method of performance under this Agreement. The Artist will use her best efforts to submit all Images to the Buyer in publishable quality.

V. DELIVERY

The Artist may select delivery of photographs in JPEG, PNG, SVG, or other standard formats at a resolution that the Artist determines will be suitable for the Images as licensed. It is the Buyer's responsibility to verify that the Images are suitable for reproduction and that if the Images are not deemed suitable, to notify the Artist within five (5) business days. The Artist’s sole obligation will be to replace the Images at a suitable resolution but in no event will the Artist be liable for poor reproduction quality, delays, or consequential damages. Unless otherwise specifically provided, the Artist is not responsible for providing images 1) larger than 8”x10” at 300 dpi or 2) in a format higher than 8-bit or in RAW format. The Artist has no obligation to retain or archive any Images delivered to the Buyer.

VI. FEES

All fees and expenses payable under this Agreement are required prior to the delivery of the Images and payable irrespective of whether the Buyer makes actual use of the Images. If full payment has not been received within thirty (30) days all rights are revoked at the Artist’s discretion. In the event rights are revoked, all images in the possession of the Buyer will be removed from all forms of media and permanently destroyed within ten (10) days. The Buyer shall provide the Artist with written statement that all images have been removed and destroyed.

VII. RETURNS

Returns of digital products by the Buyer will not be accepted by the Artist. All sales are final on the purchase of digital Images.

VIII. NO EXCLUSIVITY

This Agreement does not create an exclusive relationship between the parties. The Buyer is free to engage others to perform services of the same or similar nature to those provided by the Artist, and the Artist shall be entitled to offer and provide services to others, solicit other buyers, and otherwise advertise the services offered by the Artist.

IX. TRANSFER AND ASSIGNMENT

The Buyer may not assign or transfer this Agreement or any rights granted under it. No amendment or waiver of any terms is binding unless in writing and signed by the parties. However, the invoice may reflect, and the Buyer is bound by authorizations that could not be confirmed in writing because of insufficient time or other practical considerations.

X. INDEMNIFICATION

The Buyer will indemnify and defend the Artist against all claims, liability, damages, costs, and expenses, including reasonable legal fees and expenses, arising out of the creation or any use of the Images or materials furnished by the Buyer. It is the Buyer’s responsibility to obtain the necessary model or property releases are ensure they are full effect and in force.

XI. GENERAL LAW/ARBITRATION

This Agreement sets forth the entire understanding of the parties, and supersedes all prior agreements between the parties. This Agreement shall be governed, interpreted, and enforced in accordance with the laws of the State of Wisconsin. Any claim or litigation arising out of this Agreement or its performance may be commenced only in courts physically located in Dane County, Wisconsin, and the parties hereby consent to the personal jurisdiction of such courts. In the event of any litigation arising out of or relating to this Agreement, the prevailing party shall be entitled to recover its attorneys’ fees incurred in the litigation. If parties are unable to resolve the dispute, either party may request mediation and/or binding arbitration in a forum mutually agreed to by the parties.

XII. SEVERABILITY

If one or more of the provisions in the Agreement is found invalid, illegal, or unenforceable in any respect, the validity and enforceability of the remaining provisions shall not be affected. Any such provisions will be revised as required to make them enforceable.

XIII. WAIVER

No action of either party, other than in writing agreed to by the parties, may be construed to waive any provision of this Agreement and a single or partial exercise by either party of any such action will not preclude further exercise of other rights or remedies in this Agreement.

UPON PURCHASE, the parties have caused this Licensing Agreement to be duly executed as of the date of purchase.