Image Licensing & Usage Agreements

SEC 01 Parties and Acceptance

This Master Image License Agreement (“Agreement”) is between Billy Newman (Billy Newman Photo) (“Licensor”) and the person or entity identified in the applicable Order (“Licensee”).

By affirmatively accepting this Agreement, submitting an Order, downloading a Licensed Image, or using a Licensed Image, Licensee agrees to: (1) this Agreement; (2) the license tier identified in the Order; (3) the image-specific restrictions displayed before purchase; and (4) any additional written terms expressly incorporated into the Order.

If an individual accepts this Agreement for a business or other entity, that individual represents that the individual has authority to bind that entity. If Licensee does not accept these terms, Licensee must not purchase, download, publish, reproduce, or otherwise use the image.

SEC 02 Definitions

1. “Aggregate Impressions” means the combined number of webpage views, advertising impressions, social-media views, email opens, distributed print copies, and comparable audience exposures across all authorized uses of the Licensed Image.
2. “End Use” means the final website, publication, advertisement, presentation, product, video, or other material in which the Licensed Image is incorporated.
3. “Licensed Image” means the photographic work identified by filename, archive number, thumbnail, or other unique identifier in an Order.
4. “License Tier” means the Personal, Commercial, or Extended license selected in the Order (or Editorial license governed by Document 2).
5. “Order” means the invoice, electronic order confirmation, or other transaction record identifying the Licensed Image, License Tier, price, file specifications, and image-specific restrictions.
6. “Production File” means the unwatermarked digital image file delivered after purchase.
7. “Standalone File” means a copy of the Licensed Image that is not securely incorporated into an authorized End Use and can be downloaded, extracted, copied, or reused independently.

SEC 03 License Grant

Subject to payment and continued compliance with this Agreement, Licensor grants Licensee a limited, non-exclusive, worldwide, non-transferable, and non-sublicensable license to reproduce, display, and use the Licensed Image:

1. only within the scope of the selected License Tier;
2. only for authorized End Uses;
3. subject to all image-specific restrictions;
4. subject to applicable impression, distribution, and product limits; and
5. for a perpetual term unless terminated under this Agreement.

No rights are granted by implication. All rights not expressly granted are reserved. An Order covers only the Licensed Image or images expressly identified in that Order. A license for one image does not include other images from the same session, sequence, collection, or location.

SEC 04 Personal License ($15 USD)

The Personal License permits an individual to use the Licensed Image solely for noncommercial personal purposes.

4.1 Permitted Uses

Licensee may use the Licensed Image for: (1) personal desktop, tablet, and mobile-device wallpaper; (2) display on personal electronic devices; (3) personal decorative prints displayed in Licensee’s home; and (4) noncommercial posting on personal social-media accounts.

4.2 File Delivery

The Personal License generally includes: an sRGB JPEG; dimensions up to 4K or as stated in the Order; and no RAW, layered, negative, transparency, or physical original unless expressly stated.

4.3 Personal-License Restrictions

The Personal License does not permit: (1) business or organizational use; (2) use on a monetized, sponsored, creator, influencer, or promotional account; (3) advertising or marketing; (4) publishing for compensation; (5) client work; (6) public commercial display; (7) resale merchandise; (8) product packaging; or (9) resale, donation, or distribution of the image file. Licensee may provide the file to a printer solely to produce an authorized personal print. Attribution is requested where reasonably feasible:

SEC 05 Commercial License ($150 USD)

The Commercial License permits a business, organization, publisher, or professional to incorporate the Licensed Image into authorized business, editorial, and promotional materials.

5.1 Permitted Uses

Subject to image-specific restrictions, Licensee may use the Licensed Image in: (1) business and organizational websites; (2) blogs and digital publications; (3) newsletters and email campaigns; (4) organic and paid social-media content; (5) digital and print advertising; (6) marketing campaigns; (7) corporate and professional presentations; (8) internal business communications; (9) apps and software interfaces, if the Production File cannot be extracted; and (10) printed editorial and promotional materials.

5.2 Commercial Limits

(1) All Commercial uses combined are limited to 500,000 Aggregate Impressions. (2) Licensee must obtain an Extended License or written authorization before exceeding that limit. (3) Resale merchandise is not permitted. (4) Product packaging is not permitted unless expressly authorized in the Order. (5) The Licensed Image may not be the principal value of a product distributed to others. (6) Attribution is optional unless the Order states otherwise. The Commercial License does not authorize advertising or promotional use of an image marked Editorial Use Only.

SEC 06 Extended License ($250 USD)

The Extended License permits broader distribution and specified resale, publishing, packaging, and audiovisual uses.

6.1 Permitted Uses

Subject to image-specific restrictions, Licensee may use the Licensed Image in: (1) retail prints and posters; (2) apparel, cards, and physical merchandise for resale; (3) books, magazines, and publication covers and interiors; (4) product packaging; (5) film, video, television, broadcast, theatrical, and streaming productions; (6) advertisements and promotional materials related to an authorized End Use; and (7) other uses expressly approved in the Order.

6.2 Extended-License Conditions

(1) There is no Aggregate Impression limit for authorized End Uses. (2) Unlimited impressions do not authorize distribution of a Standalone File. (3) Unless the Order states otherwise, the Extended License applies to one identified product line, publication title, production, or campaign. (4) A separate license is required for each materially different product line, title, or production unless the Order expressly authorizes multiple uses. (5) Print-on-demand use is permitted only where expressly stated in the Order. (6) Attribution is optional unless the Order states otherwise. The Extended License does not override an Editorial Use Only, No Advertising, No Merchandise, Anonymization Required, or comparable image-specific restriction.

SEC 07 Editorial-Only Images

Images marked Editorial Use Only are not licensed under the advertising, promotional, packaging, or merchandise permissions in this Agreement. Editorial-only images are governed by the separate Editorial Image License Agreement included as Document 2 below and incorporated into the applicable Editorial Order.

SEC 08 Image-Specific Restrictions

An image listing or Order may contain restrictions based on depicted people, model releases, property, artwork, trademarks, permits, location rules, cultural considerations, or other rights. If an image-specific restriction conflicts with a general License Tier, the image-specific restriction controls.

Licensor may use classifications including: (1) No Recognizable People Depicted; (2) Incidental or Indistinct People – No Model Release; (3) Model Released; (4) Editorial Use Only – No Model Release; (5) Minor Depicted – Guardian Release Available; (6) Minor Depicted – No Guardian Release; (7) No Property Release Available; and (8) Special Location or Third-Party Restrictions Apply. A classification reflects Licensor’s reasonable assessment of the version reviewed, not a blanket clearance for every conceivable use.

SEC 09 People, Releases, and Depicted Subjects

Unless the Order expressly states that a valid model release is on file and covers the intended use, Licensor makes no representation or warranty regarding the right to use any depicted person’s name, image, likeness, voice, persona, or identity for advertising, endorsement, trade, or other commercial purposes.

Even where a model release exists, Licensee must not use the Licensed Image in a manner that: (1) states or implies that a depicted person personally uses, recommends, or endorses a product, service, candidate, cause, or organization unless separately authorized in writing; (2) is defamatory, deceptive, obscene, unlawful, or invasive of privacy; or (3) places a depicted person in a false or misleading light.

If an image depicts a minor without a verified parent or legal-guardian release covering the intended use, the image may not be used in advertising, promotional campaigns, packaging, merchandise, or sensitive-context uses.

SEC 10 Sensitive Uses

Without Licensor’s prior written consent and any required subject release, Licensee must not use any Licensed Image depicting a recognizable person in connection with: (1) medical, mental-health, or pharmaceutical conditions or treatments; (2) addiction, substance abuse, or rehabilitation; (3) sexual content, dating, adult services, or reproductive topics; (4) criminal conduct, domestic violence, abuse, or incarceration; (5) political candidates, parties, ballot measures, lobbying, or ideological advocacy; (6) religion or religious fundraising; (7) financial distress, bankruptcy, or payday lending; or (8) any other subject that a reasonable person would consider stigmatizing, offensive, or humiliating.

SEC 11 Property, Public Lands, Artwork, and Trademarks

Unless the Order expressly states otherwise, Licensor does not provide property releases, trademark clearances, copyright clearances for depicted third-party works, or location permits. Images captured in national parks, state parks, wilderness areas, tribal lands, museums, venues, private property, or public spaces may depict buildings, signs, brands, vehicles, artwork, cultural sites, or regulated locations.

Licensee is solely responsible for determining whether its intended use requires additional permission from a property owner, trademark owner, artist, agency, tribe, event organizer, or other third party, and must not use a Licensed Image in a way that implies endorsement, sponsorship, or affiliation by any depicted brand, property, agency, or landmark.

SEC 12 Modifications and Derivative Uses

Subject to this Agreement and any image-specific restrictions, Licensee may crop, resize, color-correct, overlay text, and combine the Licensed Image with other materials for an authorized End Use.

Licensee may not modify the Licensed Image in a way that: (1) violates any restriction in this Agreement; (2) creates a false or defamatory meaning regarding a depicted person, place, or event; or (3) is used to claim copyright in the Licensed Image itself. All rights in the underlying Licensed Image remain with Licensor.

SEC 13 Client, Contractor, and Organizational Use

A Commercial or Extended License may be used by one legal entity or individual Licensee. If Licensee purchases a license on behalf of a single client, Licensee may transfer the finished End Use to that client, provided that: (1) the client is identified in the Order or in writing at the time of purchase, or Licensee purchases solely for that single client’s single End Use; (2) Licensee does not retain the Licensed Image for use with other clients; and (3) the client’s use remains subject to this Agreement.

Licensee may share the Production File temporarily with employees, subcontractors, printers, web hosts, or designers working solely on Licensee’s authorized End Use, provided they have no independent right to use or retain the file.

SEC 14 Prohibited Uses

Licensee must not:

1. sell, license, sublicense, lend, gift, share, or distribute the Licensed Image as a Standalone File;
2. include the Licensed Image in any stock archive, wallpaper pack, template library, design asset pack, clip-art collection, or downloadable media bundle;
3. make the Production File available in a manner that allows a third party to extract or download the image at production resolution;
4. use the Licensed Image as a trademark, service mark, logo, corporate emblem, or part of a registered mark;
5. register or claim copyright or exclusive rights in the Licensed Image;
6. remove, alter, or obscure copyright notices, watermarks on preview files, or embedded rights metadata where technically preserved;
7. mint, tokenize, or sell the Licensed Image as an NFT or similar digital asset; or
8. use the Licensed Image in any unlawful, fraudulent, defamatory, or infringing manner.

SEC 15 Artificial Intelligence and Machine-Learning Restriction

Licensee must not use any Licensed Image, preview file, thumbnail, caption, or metadata, in whole or in part, to: (1) train, fine-tune, test, benchmark, validate, or evaluate any artificial-intelligence, machine-learning, computer-vision, diffusion, or generative model; (2) build or enrich any dataset, embedding library, or style-reference archive; or (3) generate synthetic images designed to replicate the Licensed Image or Licensor’s photographic work.

This restriction does not prohibit ordinary editing tools used solely to prepare an authorized End Use, such as standard cropping, retouching, layout, or color adjustment, provided the Licensed Image is not submitted to a service under terms that grant the service provider rights to train models or reuse the image.

SEC 16 Website Previews and Unlicensed Files

Images displayed on billynewmanphoto.com and images.wnp.app without a paid Order are for viewing and selection only. Unless Licensor gives prior written permission, no right is granted to download, copy, publish, or use preview images, thumbnails, or unwatermarked archive views outside ordinary browser viewing of the website.

SEC 17 Delivery and File Specifications

Upon payment and order verification, Licensor will make the Production File available through wnp-pay.web.app or another delivery method designated by Licensor.

File format, pixel dimensions, color profile, and compression depend on the original capture, archive source, and License Tier. Historical, film-scanned, aerial, mobile, cropped, or documentary files may have native dimensions below 4K or below modern sensor resolutions. Licensor does not promise a minimum pixel dimension, uncompressed TIFF, RAW file, or print size unless expressly stated in the Order.

All licensed digital files are delivered ‘as-is’ at the native master resolution of the original capture unless a specific minimum pixel dimension is guaranteed in writing on a custom invoice.

SEC 18 Fees, Taxes, and Payment

All license fees are stated in United States Dollars unless the Order states otherwise. The license does not take effect until full payment is received and cleared. If a payment is reversed, charged back, or declined, the license is void from the beginning and all use of the Licensed Image must stop immediately. Licensee is responsible for applicable sales, use, value-added, withholding, or similar taxes other than taxes on Licensor’s net income.

SEC 19 Refunds and Replacements

Because Production Files are delivered digitally without copy-protection locks, fees are generally non-refundable once the Production File has been accessed, downloaded, or delivered.

Licensor will, at Licensor’s election, replace the file or refund the license fee if: (1) Licensee made a duplicate purchase of the same image and tier in error and has not used the duplicate license; (2) the delivered file is materially corrupted or defective and Licensor cannot provide a working replacement within a reasonable time; or (3) the image has not been downloaded or used and Licensee requests cancellation within 7 days of purchase, subject to Licensor’s verification of download logs. Nothing in this Section limits any non-waivable refund right under applicable consumer law.

SEC 20 Copyright and Ownership

Billy Newman retains all right, title, and interest in and to each Licensed Image, including all copyrights and moral rights to the fullest extent permitted by law. This Agreement is a license, not a sale or assignment of copyright. Licensee acquires only the limited usage rights expressly stated in this Agreement and the Order.

SEC 21 Attribution and Metadata

Where attribution is required by the License Tier, Order, or image-specific terms, or where Licensee elects to include credit, credit should appear as:

Licensee must not attribute the Licensed Image in a way that implies Licensor endorses Licensee’s product, viewpoint, or organization.

SEC 22 Limited Warranty

Licensor warrants that: (1) Licensor owns the copyright in the Licensed Image or has authority to grant the license stated in this Agreement; and (2) the Production File delivered by Licensor will be substantially free from material defects in digital delivery.

Licensor makes no warranty regarding: (1) model releases, property releases, trademarks, third-party artwork, or location permits unless expressly stated in the Order; (2) suitability of the Licensed Image for any particular commercial, legal, or regulatory purpose; or (3) modifications, captions, context, or combinations created by Licensee.

SEC 23 Disclaimer of Other Warranties

EXCEPT FOR THE EXPRESS LIMITED WARRANTY IN SECTION 22, THE LICENSED IMAGE AND ALL DELIVERY SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, LICENSOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT OUTSIDE THE EXPRESS SCOPE OF SECTION 22.

SEC 24 Indemnification

24.1 By Licensee

Licensee will defend, indemnify, and hold harmless Licensor from and against any third-party claim, liability, damage, loss, cost, and reasonable attorney’s fees arising out of or related to: (1) Licensee’s breach of this Agreement or an Order; (2) use of a Licensed Image outside the scope of the selected License Tier or image-specific restrictions; (3) Licensee’s captions, text, modifications, composite uses, or context; (4) use of an image without required model, property, trademark, or location clearances not expressly warranted by Licensor in the Order; or (5) sensitive, defamatory, deceptive, or unlawful use of a Licensed Image.

24.2 By Licensor

Subject to Section 25, Licensor will defend, indemnify, and hold harmless Licensee from direct damages finally awarded on a third-party claim that the unaltered Licensed Image, when used strictly in compliance with this Agreement and the Order, infringes the third party’s United States copyright, provided Licensee promptly notifies Licensor in writing, allows Licensor sole control of the defense and settlement, and reasonably cooperates.

SEC 25 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, LICENSOR WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, LICENSOR’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE ORDER, OR THE LICENSED IMAGE WILL NOT EXCEED THE GREATER OF: (A) THE LICENSE FEE ACTUALLY PAID BY LICENSEE FOR THE SPECIFIC LICENSED IMAGE GIVING RISE TO THE CLAIM; OR (B) $100 USD.

SEC 26 Termination and Cure

This Agreement and the applicable license terminate automatically if Licensee materially breaches this Agreement and fails to cure the breach within 10 days after written notice from Licensor, or immediately upon notice if the breach is non-curable, involves Standalone File distribution, AI training, unlawful use, payment reversal, or violation of child-protection or sensitive-use restrictions.

Upon termination, Licensee must immediately stop using the Licensed Image, remove it from digital channels within Licensee’s control, and delete or destroy all copies of the Production File except as required to preserve legal records.

If Licensor notifies Licensee of a plausible third-party rights claim affecting a Licensed Image, Licensee must cease future use of that image upon request. Licensor will provide a comparable replacement image or refund the license fee paid for the affected image.

SEC 27 Unauthorized Use and Remedies

Any use of a Licensed Image without a valid paid license or outside the scope of this Agreement constitutes an unauthorized use and may constitute copyright infringement. Licensor reserves all rights and remedies available at law and in equity, including injunctive relief, actual damages, statutory damages where available, recovery of standard or retrospective license fees, and costs and attorney’s fees as permitted by law.

SEC 28 Exclusive Rights and Custom Agreements

Exclusive licenses, territory or industry exclusivity, raw or archival masters, multi-seat enterprise licenses, print-on-demand rights, and copyright assignments are not granted through standard checkout and require a separate written agreement signed by Licensor.

SEC 29 Governing Law and Venue

This Agreement is governed by the laws of the State of Oregon and applicable federal laws of the United States, without regard to conflict-of-laws rules. Except where applicable consumer law requires otherwise, any lawsuit or proceeding arising out of or relating to this Agreement must be brought exclusively in the state courts located in Oregon or the United States District Court for the District of Oregon, and each party consents to personal jurisdiction and venue in those courts.

SEC 30 Notices and Contact

Questions, permissions requests, takedown notices, and legal notices to Licensor may be sent to: Billy Newman (Billy Newman Photo), Email: billy@billynewmanphoto.com, Portland, Oregon, United States.

SEC 31 General Terms

1. Entire Agreement: This Agreement and the applicable Order constitute the entire agreement between the parties regarding the Licensed Image and supersede prior discussions relating to that Order. 2. Order of Precedence: In the event of a conflict, the Order and image-specific restrictions control over this Agreement. 3. Amendments: Licensor may update future versions of this Agreement on billynewmanphoto.com/licensing. An Order is governed by the version in effect at the time of purchase unless the parties agree otherwise in writing. 4. Severability: If any provision is held invalid or unenforceable, the remaining provisions remain in effect. 5. No Waiver: Failure to enforce any provision is not a waiver of future enforcement. 6. Assignment: Licensee may not assign or transfer this Agreement without Licensor’s prior written consent. 7. Electronic Records: Electronic acceptance, checkout records, and order confirmations have the same legal effect as a signed written agreement.

SEC 32 Consumer Rights

Nothing in this Agreement limits any mandatory consumer protection right that cannot be waived under the law of Licensee’s jurisdiction.