This is a license agreement between you and Madeleine Rose that explains how you can use photos that you license from Madeleine Rose. By downloading content from, you accept the terms of this agreement.

  1. License. Photographer hereby grants to Client an exclusive, perpetual license to use the following work (the “Photos”):
  1. 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 right, title, and interest, 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.
  1. Usage of Photos. All images fall under the Standard Royalty-Free License. You may use content in any way that is not restricted (see Restrictions on Use below). Subject to those restrictions and the rest of the terms of this agreement, the rights granted to you by Madeleine Rose are:

(A) Perpetual, meaning there is no expiration or end date on your rights to use the content.

(B) Non-exclusive, meaning that you do not have exclusive rights to use the content. Madeleine Rose can license the same content to other customers.

(C) Unlimited, meaning you can use the content in an unlimited number of projects and in any media.

For purposes of this agreement, "use" means to copy, reproduce, modify, edit, synchronise, perform, display, broadcast, publish, or otherwise make use of.

Examples of how you can use licensed content include: websites; blog posts; social media; advertisements; marketing campaigns; corporate presentations; newspapers; magazines; books; film and television productions; web and mobile applications; product packaging.

Please make sure you read the Restricted Uses section below for exceptions.

  1. 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 Use in Trademark or Logo. Client will not use the Photos in any trademark, design, logo or other mark.

(C) No Sublicenses. Client will not sublicense the Photos without the prior written permission of Photographer.

(D) No Standalone File Use. Client will not use the Photos in any way that allows a standalone file or content file to be downloaded, extracted, or redistributed by others.

(E) No Products for Resale. Client will not use Photos in connection with any goods or services intended for resale or distribution where the primary value lies in the content itself including, without limitation, stationery items, paper products, apparel items, posters (printed on paper, canvas, or any other media), DVDs, mobile applications or other items for resale, license or other distribution for profit. This includes "on demand" products (meaning products in which content is selected by a third party for customisation on such product on a made-to-order basis).

(F) No False Representation of Authorship. Client will not falsely represent that you are the original creator of a work that is made up largely of licensed content.

(G) No Electronic Templates. Client will not use content in electronic or digital templates intended for resale or other distribution (for example, website templates, business card templates, electronic greeting card templates, brochure design templates).

(H) Limited print run. Client will not reproduce the content more than 500,000 times in physical print form. This restriction does not apply to electronic reproduction.

  1. Indemnification. Client will indemnify, defend, and hold harmless Photographer from all liability, claims, demands, causes of action, judgments, damages, and expenses (including reasonable attorneys’ and experts’ fee and costs) arising out of or as a result from use of the Photos by Client, except in the event that any claims, demands, causes of action, judgments, or expenses arose out of wilful misconduct, gross negligence, or bad faith by Photographer.
  1. Electronic storage. Client agrees to retain the copyright, the name of Madeleine Rose and any other information that may be embedded in the electronic file containing the original content, and to maintain appropriate security to protect the content from unauthorised use by third parties. You may make one (1) copy of the content for back-up purposes.
  1. File Download Refunds. Madeleine Rose does not offer refunds or re-credits for downloaded files. File returns will only be considered based on technical issues with the file at the sole discretion of Madeleine Rose.
  1. Termination. Client can terminate this agreement by ceasing use of the content and deleting or destroying any copies. Madeleine Rose may terminate this agreement at any time if you fail to comply with any of the terms, in which case you must immediately: cease using the content; delete or destroy any copies; and, if requested, confirm to Madeleine Rose in writing that you have complied with these requirements./li>
  1. 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./li>
  1. 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./li>
  1. 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./li>
  1. 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./li>
  1. 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.
  1. 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.
  1. Applicable Law. This Agreement shall be governed by the laws of England & Wales.

22 MAY 2020