PLEASE READ THESE IMAGE LICENSE TERMS AND CONDITIONS (“AGREEMENT”) CAREFULLY BEFORE COMPLETING YOUR PURCHASE.
These Terms and Conditions govern the licensing and use of all photographic images, digital media, graphics, and related visual content (collectively, “Images”) made available for purchase through the website operated by Clandestine Media Group LLC, a limited liability company (“CMG,” “we,” “us,” or “our”).
By clicking “I Agree,” “Purchase,” or any similar button or checkbox at checkout, you (“Customer,” “you,” or “your”) acknowledge that you have read, understood, and agree to be bound by this Agreement in its entirety.
If you do not agree to these Terms and Conditions, you must not proceed with your purchase.
This Agreement constitutes a legally binding contract between you and CMG. Use of any Image acquired through this platform is subject to the terms set forth herein, and any use inconsistent with this Agreement is strictly prohibited.
Subject to Customer’s full compliance with this Agreement and timely payment of all applicable fees, CMG hereby grants to Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use the purchased Image(s) solely for the purposes and within the scope expressly set forth in this Agreement (the “License”). The License is granted solely with respect to the specific Image(s) identified at the time of purchase and does not extend to any other content owned or licensed by CMG. The License permits Customer to reproduce, display, and incorporate the purchased Image(s) into Customer’s own marketing materials, advertising campaigns, editorial publications, training materials, product packaging, digital media, and other professional communications, provided that such use is at all times compliant with the terms of this Agreement and with applicable federal, state, and local laws and regulations, including without limitation those governing the depiction, promotion, and commercial use of firearms, ammunition, explosives, body armor, and tactical equipment. All rights not expressly granted herein are reserved by CMG. The License does not convey any ownership interest in the Image(s), and nothing in this Agreement shall be construed as a transfer or assignment of any intellectual property rights from CMG to Customer. CMG retains the right to continue licensing the same Image(s) to other parties. The License shall commence upon CMG’s confirmation of Customer’s purchase and shall continue in perpetuity unless earlier terminated in accordance with the termination provisions of this Agreement.
The License granted herein is expressly conditioned upon Customer’s compliance with the following restrictions. Customer shall not, and shall not permit any third party to, engage in any of the following:
In consideration of the License granted herein, Customer agrees to provide attribution to CMG in connection with all uses of the purchased Image(s), in accordance with the following requirements:
Unless otherwise excused pursuant to Section 3(b) below, Customer shall display the following credit line in a clear and legible manner in reasonable proximity to any use of the purchased Image(s): “© [Year of Purchase] Clandestine Media Group LLC. All Rights Reserved.” The credit line shall appear in a font size and style that is reasonably visible given the medium and format of the applicable use.
Customer shall not be required to display the credit line set forth in Section 3(a) where the nature or format of the medium genuinely does not permit such attribution, including without limitation small-format product labeling, physical tactical or protective equipment, or other contexts where the inclusion of a credit line would be technically infeasible or commercially unreasonable. In any such case, Customer shall:
Customer’s compliance with the attribution requirements set forth in this Section 3 shall not be construed as a waiver of, or limitation on, any of CMG’s intellectual property rights in or to the purchased Image(s). CMG’s copyright in the Image(s) subsists independently of any attribution provided or omitted by Customer, and failure by Customer to provide required attribution shall constitute a material breach of this Agreement.
The display of the credit line required under this Section 3 shall not be used by Customer in any manner that implies CMG’s endorsement of, sponsorship of, or affiliation with Customer or any content in which the Image(s) appear, consistent with the restrictions set forth in Section 2(e) of this Agreement.
CMG represents and warrants to Customer only the following:
EXCEPT AS EXPRESSLY SET FORTH IN SECTION 4(a) ABOVE, THE IMAGE(S) ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. CMG EXPRESSLY DISCLAIMS ALL OTHER REPRESENTATIONS, WARRANTIES, AND CONDITIONS, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR ANY WARRANTY ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. CMG DOES NOT WARRANT THAT THE IMAGE(S) ARE FREE FROM ERRORS, DEFECTS, OR INACCURACIES, OR THAT ANY PARTICULAR USE OF THE IMAGE(S) BY CUSTOMER WILL BE LAWFUL, APPROPRIATE, OR SUITABLE FOR CUSTOMER’S INTENDED PURPOSE.
Customer acknowledges and agrees that certain Image(s) available through CMG’s platform may depict identifiable third-party branded products, including without limitation firearms, ammunition, optics, body armor, tactical equipment, and related gear, the trademarks, trade dress, logos, and other intellectual property of which are owned by their respective manufacturers and brand owners (collectively, “Third-Party Brands”). CMG has not obtained, and does not represent or warrant that it has obtained, any authorization, endorsement, property release, or trademark license from any such manufacturer or brand owner with respect to the depiction of their products in the Image(s). Accordingly:
Customer represents and warrants to CMG, as of the date of purchase and on a continuing basis throughout the term of this Agreement, that: (i) Customer has full right, power, and authority to enter into this Agreement and to perform all of its obligations hereunder, and, if Customer is an entity, the individual accepting this Agreement has the authority to bind Customer to the terms hereof; (ii) Customer is of legal age and capacity under applicable law and is not otherwise prohibited from purchasing, accessing, or using the Image(s); (iii) Customer’s intended use of the purchased Image(s) complies and will at all times comply with all applicable federal, state, and local laws and regulations, including without limitation those governing the depiction, advertising, and commercial use of firearms, ammunition, explosives, body armor, and tactical equipment; and (iv) all information provided by Customer to CMG in connection with the purchase of any Image(s), including without limitation Customer’s identity, contact information, and intended use, is accurate, complete, and not misleading in any material respect. Any breach of the representations and warranties set forth in this Section 4(d) shall constitute a material breach of this Agreement and shall entitle CMG to terminate this Agreement immediately pursuant to Section 7(a), without any obligation to provide a cure period.
Customer shall indemnify, defend, and hold harmless CMG and its members, managers, officers, employees, agents, licensors, attorneys, and successors and assigns (collectively, “CMG Indemnitees”) from and against any and all claims, demands, actions, proceedings, losses, liabilities, damages, judgments, settlements, fines, penalties, costs, and expenses (including without limitation reasonable attorneys’ fees and court costs) (collectively, “Losses”) arising out of or relating to Customer’s use of any purchased Image(s), whether such claims are asserted directly against CMG by any third party (including without limitation members of the public, governmental entities, regulatory authorities, or victims of any incident or event) or are asserted against Customer and result in claims against or exposure to CMG, in each case including without limitation the following:
Customer’s obligations under this Section 5 shall include the obligation to assume the defense of any claim brought directly against any CMG Indemnitee, upon CMG’s written request, using legal counsel reasonably acceptable to CMG. Notwithstanding the foregoing, each CMG Indemnitee shall have the right, at Customer’s expense, to retain its own separate legal counsel and to participate in the defense of any claim in which: (i) there exists or may exist a conflict of interest between Customer and any CMG Indemnitee; (ii) the claim involves allegations of intentional misconduct, gross negligence, fraud, or criminal conduct by any CMG Indemnitee; (iii) the claim implicates CMG’s reputation, brand, or intellectual property rights in a manner that CMG determines, in its reasonable judgment, requires independent representation; or (iv) Customer fails to assume or diligently prosecute the defense of such claim within fifteen (15) days after CMG’s written request. Customer shall not settle any claim against any CMG Indemnitee without CMG’s prior written consent, which shall not be unreasonably withheld, conditioned, or delayed, provided that CMG may withhold consent to any settlement that does not include a full, unconditional release of all CMG Indemnitees from all liability with respect to the settled claims, or that imposes any injunction, restriction, or affirmative obligation upon any CMG Indemnitee.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CMG OR ANY OF ITS MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, AGENTS, LICENSORS, OR SUCCESSORS AND ASSIGNS BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF BUSINESS OPPORTUNITY, LOSS OF GOODWILL, LOSS OF DATA, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE GOODS OR SERVICES, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE USE OF ANY PURCHASED IMAGE(S), WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, STATUTE, OR ANY OTHER LEGAL OR EQUITABLE THEORY, EVEN IF CMG HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, CMG’S TOTAL CUMULATIVE LIABILITY TO CUSTOMER FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY PURCHASED IMAGE(S), WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, STATUTE, OR ANY OTHER LEGAL OR EQUITABLE THEORY, SHALL NOT EXCEED THE TOTAL AMOUNT ACTUALLY PAID BY CUSTOMER TO CMG FOR THE SPECIFIC IMAGE(S) GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM.
CUSTOMER ACKNOWLEDGES AND AGREES THAT THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION 6 ARE A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN CMG AND CUSTOMER, AND THAT CMG WOULD NOT HAVE ENTERED INTO THIS AGREEMENT OR GRANTED THE LICENSE HEREIN WITHOUT SUCH LIMITATIONS. THE IMAGE(S) ARE PROVIDED AT PRICE POINTS THAT REFLECT AND ARE CONDITIONED UPON THESE LIMITATIONS OF LIABILITY.
WITHOUT LIMITING THE GENERALITY OF SECTION 6(a) AND SECTION 6(b), CMG SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY LOSSES, DAMAGES, COSTS, OR EXPENSES OF ANY KIND ARISING OUT OF OR RELATED TO ANY CLAIM BY A THIRD-PARTY BRAND OWNER OR MANUFACTURER IN CONNECTION WITH CUSTOMER’S USE OF ANY IMAGE(S) DEPICTING THIRD-PARTY BRANDS, AS MORE FULLY DESCRIBED IN SECTION 4(c) OF THIS AGREEMENT.
The parties acknowledge that the allocation of risk set forth in this Section 6 is reasonable and reflects the negotiated agreement of the parties, and that CMG has set its pricing and structured this Agreement in reliance upon such allocation.
CMG may terminate this Agreement and revoke the License granted herein, effective immediately upon written notice to Customer, in the event of any of the following:
CMG reserves the right to discontinue offering any Image(s) or to terminate this Agreement with respect to any purchased Image(s) upon thirty (30) days’ prior written notice to Customer. In such event: (i) if Customer has paid a one-time license fee for a perpetual license to the terminated Image(s), CMG shall have no obligation to issue any refund of such fee, which shall be deemed fully earned upon CMG’s confirmation of Customer’s purchase; and (ii) if Customer has paid prepaid fees under a subscription-based or recurring license arrangement for a defined term, CMG shall issue Customer a pro-rata refund of any such prepaid fees attributable solely to the terminated Image(s) for the remaining unused portion of the then-current prepaid subscription term. For the avoidance of doubt, no refund shall be owed with respect to any one-time, non-subscription license purchase under this Agreement upon CMG’s exercise of its termination for convenience right.
Upon the termination or expiration of this Agreement for any reason:
In the event this Agreement is terminated by CMG pursuant to Section 7(a), Customer shall not be entitled to any refund of fees previously paid to CMG. Termination for cause shall not limit CMG’s right to pursue any other remedies available at law or in equity, including without limitation claims for damages, injunctive relief, or disgorgement of profits arising from Customer’s breach.
The following provisions shall survive the termination or expiration of this Agreement for any reason and shall remain in full force and effect: Section 2 (Restrictions on Use), Section 3 (Credit and Attribution, solely with respect to any use of Image(s) during the term), Section 4 (Representations, Warranties, and Disclaimers), Section 5 (Indemnification), Section 6 (Limitation of Liability), Section 7(c) (Effect of Termination), Section 7(d) (No Refund Upon Termination for Cause), and Section 8 (Governing Law; Venue; Class Action and Jury Trial Waiver), together with any other provisions that by their nature are intended to survive termination.
This Agreement and any dispute, claim, or controversy arising out of or relating to this Agreement, the Image(s), or the breach, termination, enforcement, interpretation, or validity thereof (collectively, “Disputes”) shall be governed by and construed in accordance with the laws of the State of Montana, without regard to its conflict of laws principles or rules that would cause the application of the laws of any other jurisdiction.
Each party irrevocably consents to the exclusive jurisdiction and venue of the state and federal courts located in Gallatin County, Montana, for the resolution of any Dispute arising out of or relating to this Agreement. Each party waives any objection to the laying of venue in such courts, including any objection based on inconvenient forum, and waives any right to object that such courts do not have personal jurisdiction over such party.
Notwithstanding any other provision of this Agreement, CMG may seek emergency, preliminary, or permanent injunctive or other equitable relief from any court of competent jurisdiction at any time, without the requirement of posting bond, proving actual damages, or satisfying any other precondition, where CMG determines in its reasonable judgment that such relief is necessary or appropriate to: (i) prevent, restrain, or remedy any actual or threatened breach of this Agreement; (ii) protect, enforce, or preserve any of CMG’s intellectual property rights, including without limitation CMG’s copyright in the Image(s); (iii) prevent or enjoin any unauthorized use, reproduction, sublicensing, distribution, or misappropriation of the Image(s); or (iv) prevent any other irreparable harm to CMG arising from Customer’s acts or omissions. The parties expressly acknowledge and agree that any breach of this Agreement with respect to CMG’s intellectual property rights, or any unauthorized use or distribution of the Image(s), will cause irreparable harm to CMG for which monetary damages would be an inadequate remedy, and that CMG shall therefore be entitled to seek injunctive or other equitable relief as a matter of right, in addition to all other remedies available at law or in equity.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY IRREVOCABLY WAIVES ANY RIGHT TO PARTICIPATE IN ANY CLASS ACTION, COLLECTIVE ACTION, CONSOLIDATED ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR REPRESENTATIVE PROCEEDING OF ANY KIND WITH RESPECT TO ANY DISPUTE ARISING UNDER OR RELATING TO THIS AGREEMENT. ALL DISPUTES SHALL BE RESOLVED ON AN INDIVIDUAL BASIS ONLY. IF THIS WAIVER IS FOUND TO BE UNENFORCEABLE WITH RESPECT TO ANY DISPUTE, THE PARTIES AGREE THAT ANY CLASS OR REPRESENTATIVE CLAIMS SHALL BE SEVERED AND RESOLVED SEPARATELY FROM ANY INDIVIDUAL CLAIMS, TO THE EXTENT PERMITTED BY APPLICABLE LAW.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY IRREVOCABLY WAIVES ANY AND ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE USE OF ANY PURCHASED IMAGE(S). EACH PARTY ACKNOWLEDGES THAT THIS WAIVER IS MADE KNOWINGLY AND VOLUNTARILY AFTER HAVING HAD THE OPPORTUNITY TO CONSULT WITH LEGAL COUNSEL.
This Agreement constitutes the entire agreement between CMG and Customer with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, warranties, negotiations, and understandings, whether written or oral, between the parties relating to the subject matter of this Agreement. No prior drafts of this Agreement shall be used in the interpretation or construction of this Agreement.
CMG reserves the right to amend, modify, or update this Agreement at any time in its sole discretion by posting a revised version of the Agreement on its website or by providing written notice to Customer. Any such amendment shall become effective thirty (30) days following the date of posting or notice, unless a shorter period is required by applicable law. Customer’s continued use of any purchased Image(s) following the effective date of any amendment shall constitute Customer’s acceptance of the amended Agreement. If Customer does not agree to any amendment, Customer’s sole remedy is to cease all use of the purchased Image(s) and notify CMG in writing of Customer’s objection prior to the effective date of the amendment.
If any provision of this Agreement is held by a court or arbitrator of competent jurisdiction to be invalid, illegal, or unenforceable under applicable law, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable, and the validity, legality, and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby, provided that the essential economic terms of this Agreement are not thereby materially altered.
No failure or delay by either party in exercising any right, power, or remedy under this Agreement shall operate as a waiver of such right, power, or remedy. No single or partial exercise of any right, power, or remedy shall preclude any other or further exercise thereof or the exercise of any other right, power, or remedy. No waiver of any provision of this Agreement shall be effective unless made in writing and signed by an authorized representative of the waiving party. A waiver of any breach or default shall not constitute a waiver of any subsequent breach or default of the same or any other provision.
All notices, requests, demands, consents, approvals, and other communications required or permitted under this Agreement shall be in writing and shall be deemed duly given: (i) when delivered personally to the recipient; (ii) one (1) business day after deposit with a nationally recognized overnight courier service, addressed to the recipient with charges prepaid; (iii) three (3) business days after deposit in the United States mail, sent by certified or registered mail, return receipt requested, postage prepaid, addressed to the recipient; or (iv) upon confirmed electronic transmission to the email address designated by the receiving party for notices, provided that a copy is simultaneously sent by one of the methods described in clauses (i) through (iii). Notices to CMG shall be sent to the address or email address posted on CMG’s website or as otherwise designated by CMG in writing. Notices to Customer shall be sent to the address or email address provided by Customer at the time of purchase.
Customer may not assign, transfer, delegate, or otherwise dispose of this Agreement, or any of its rights, interests, or obligations hereunder, whether voluntarily, involuntarily, by operation of law, or otherwise, without the prior written consent of CMG, which may be withheld in CMG’s sole discretion. Any purported assignment in violation of this Section shall be null and void. CMG may freely assign this Agreement and any of its rights and obligations hereunder, in whole or in part, without Customer’s consent, including without limitation in connection with a merger, acquisition, reorganization, sale of all or substantially all of CMG’s assets, or any similar transaction. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns.
This Agreement shall be construed without regard to any presumption or rule requiring construction against the party causing this Agreement to be drafted. The headings and captions in this Agreement are for convenience only and shall not affect the interpretation of this Agreement. The words “include,” “includes,” and “including” shall be deemed to be followed by the phrase “without limitation.” References to a “Section” refer to a section of this Agreement unless otherwise specified. The singular shall include the plural and vice versa, and any gender shall include all genders.
This Agreement may be accepted electronically, including by clicking “I Agree,” “Purchase,” or any similar button or checkbox at checkout, and such electronic acceptance shall have the same legal force and effect as a handwritten signature under applicable law, including the Electronic Signatures in Global and National Commerce Act (“E-SIGN Act”), 15 U.S.C. § 7001 et seq., and any applicable state electronic signature laws. CMG reserves the right to maintain records of Customer’s electronic acceptance of this Agreement, and Customer consents to such recordkeeping.
This Agreement is entered into solely for the benefit of CMG and Customer. Nothing in this Agreement, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement, except as expressly provided with respect to CMG Indemnitees in Section 5.
Customer represents and warrants that its use of any purchased Image(s) will comply with all applicable U.S. export control laws and regulations, including without limitation the Export Administration Regulations (“EAR”) and the regulations administered by the Office of Foreign Assets Control (“OFAC”). Customer shall not use or permit use of any Image(s) in connection with any transaction involving a person, entity, or country that is subject to U.S. economic sanctions or export control restrictions.
ALL SALES OF LICENSES UNDER THIS AGREEMENT ARE FINAL. EXCEPT AS EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT, CMG SHALL HAVE NO OBLIGATION TO ISSUE ANY REFUND, CREDIT, OR REIMBURSEMENT OF ANY FEES PAID BY CUSTOMER UNDER THIS AGREEMENT, FOR ANY REASON WHATSOEVER, INCLUDING WITHOUT LIMITATION CUSTOMER’S DISSATISFACTION WITH ANY PURCHASED IMAGE(S), CUSTOMER’S FAILURE TO USE ANY PURCHASED IMAGE(S), OR ANY CHANGE IN CUSTOMER’S BUSINESS NEEDS OR CIRCUMSTANCES FOLLOWING PURCHASE. NO REFUND SHALL BE DEEMED OWED OR AVAILABLE EXCEPT TO THE EXTENT EXPLICITLY SET FORTH IN THE EXPRESS TERMS OF THIS AGREEMENT.
CMG shall not be liable to Customer for any delay or failure to perform any obligation under this Agreement to the extent such delay or failure is caused by circumstances beyond CMG’s reasonable control, including without limitation acts of God, natural disasters, fire, flood, earthquake, epidemic, pandemic, governmental action, war, terrorism, civil unrest, labor disputes, power outages, internet or telecommunications failures, cyberattacks, or any other event or condition beyond CMG’s reasonable control (each, a “Force Majeure Event”). CMG shall provide Customer with prompt written notice of any Force Majeure Event affecting CMG’s performance and shall use commercially reasonable efforts to resume performance as soon as practicable following the cessation of such Force Majeure Event. In no event shall a Force Majeure Event excuse Customer’s obligation to pay any fees due and owing to CMG under this Agreement, or limit any of CMG’s rights to terminate this Agreement or pursue any remedy available at law or in equity for Customer’s breach.