Noah Lang Photography LLC Digital Photo License Terms & Agreement

This Digital Photo License Agreement (this, “Agreement”) is valid from the date and time a photo/ photos (the/ an, “image/ images”) are purchased (the, “Effective Date/ PAYMENT”) from Noah Lang Photography LLC (the/ this, “Photographer/ Corporation/ Corporation’s”) or noahlangphotography.com (the/ this, “Website/ Site”) and provided to the customer (the, “Client/ Client’s/ You”).

DESCRIPTION OF SERVICES. On the Effective Date, Noah Lang Photography LLC will provide the Client the following services (collectively, “Services”):

1. An accessible cloud-based folder link containing the agreed upon high-resolution JPEG Image/ Images (the/ this, “Folder/ Folders/ Folder’s and File/ Files/ File’s”), which is/ are restricted to the LICENSE and TERMS section of this Agreement. The File/ Files will be provided by Noah Lang Photography LLC via a secure digital download link to the Client for the purposes of the Non-Exclusive Rights Managed (RM) License of the File/ Files defined by the LICENSE section of this Agreement. The Folder’s secure digital link will expire 30 days after it is provided to the Client.

PAYMENT. The Client agrees to pay Noah Lang Photography LLC the full and complete agreed upon fee (the/ this, “Fee”) on the Effective Date in consideration for the DESCRIPTION OF SERVICES to be rendered by Noah Lang Photography LLC. In consideration for this fee, Noah Lang Photography LLC will provide the Client the agreed upon Folder/ File or Files specified by the DESCRIPTION OF SERVICES and LICENSE section of this Agreement to the Client via a secure digital download link.

All sales are final, and Noah Lang Photography LLC does not offer any refunds.

LICENSE. Upon purchase of the File/ Files, Noah Lang Photography LLC hereby grants to the Client a Non-Exclusive Rights Managed (RM) License of the File/ Files.

For the purposes of this Agreement, a Non-Exclusive Rights Managed (RM) License of the File/ Files allows the Client to use (the/ these, “Use/ Uses”) the File/ Files for the purposes specified by the LICENSE and TERMS section of this Agreement.

The Non-Exclusive Rights Managed (RM) License of the File/ Files encompasses the following conditions (“Condition/ Conditions”):

1. Clients typically reach out to Noah Lang Photography LLC via email at (noahlangphotography@gmail.com), Instagram (@noahawaii), or directly through this Website (noahlangphotography.com) (“Communication Channel/ Channels”). Agreements for the specific Use/ Uses of the File/ Files will be made through these respective means of communication and honored under the LICENSE and TERMS section of this Agreement, to include the following conditions outlined by this Agreement (“Allowable Use/ Allowable Uses”).

2. This Non-Exclusive Rights Managed (RM) License of the File/ Files allows the Client to Use the File/ Files for ONLY the agreed upon purposes made through the Communication Channel or Communication Channels as defined by Condition 1 of this section, which includes but is not limited to a website/ article (1), editorial Use, meaning a digital newsworthy story (1), a newspaper/ newspaper article/ magazine/ catalog (a, “Physical Publication/ Physical Publications”) (1), an advertisement (an, “Advertisement/ Advertisements”).

3. The Use/ Uses shall NOT include a social media post on Instagram, Youtube, X (formerly known as Twitter), TikTok, or the like, and the Use/ Uses shall NOT include any blog articles, or physical products (“Physical Product/ Physical Products”), including but not limited to clothing (1), mug(s) (1), any print-on-demand item (1), etc. Additionally, Physical Products shall NOT include photography or photographic prints or recreations (“Print/ Prints”) of the File/ Files, to include but not limited to Prints of the File/ Files on canvas, acrylic, metal, wood, mural Prints, framed Prints, rolled Prints, puzzles, or mediums of any kind. Noah Lang Photography LLC reserves the exclusive rights to recreate, manufacture, and sell Prints of the File/ Files.

4. Each of the previously listed Use/ Uses, as defined by Condition 2, counts as (1) of the total Allowable Uses under this Non-Exclusive Rights Managed (RM) License of the File/ Files. For the purposes of a Physical Publication, a singular Physical Publication does not count as (1) Allowable Use. Rather, the type of Physical Publication such as a magazine(s) (1), newspaper(s) (1), etc. counts as (1) Allowable Use collectively, and there is no limit on the number of Physical Publications that can be produced throughout the duration of this Agreement.

5. If the Folder contains multiple high-resolution JPEG Images, as agreed upon under Condition 1, meaning more than one high-resolution JPEG Image, then each Image respectively shall be Used by the Client for ONLY the agreed upon purposes that were made prior to the Effective Date/ PAYMENT.

6. This Non-Exclusive Rights Managed (RM) License of the File/ Files does not allow for the continual Use/ Uses of the File/ Files in perpetuity beyond the specified Termination Date in the TERMS section of this Agreement for Use/ Uses related to Advertisements, or the production/ circulation of Physical Publications. Digital Use/ Uses, such as a website/ article (1), editorial Use, meaning a digital newsworthy story (1), etc., can remain available/ published in perpetuity beyond the Termination Date specified under the TERMS section of this Agreement.

7. This Non-Exclusive Rights Managed (RM) License of the File permits Noah Lang Photography LLC to sell the same File/ Files to an unrestricted number of clients while this Agreement or any other number agreements with Noah Lang Photography LLC is valid at the same time.

8. All editorial Use of the File/ Files must give proper Image attribution of the File/ Files to “Noah Lang Photography, Noah Lang, or @noahawaii” with an attached backlink to “https://noahlangphotography.com” in the Image caption/ captions or otherwise where appropriate. This backlink shall not contain any “nofollow, noreferrer, and noopener” attributes in the HTML.

9. This Non-Exclusive Rights Managed (RM) License of the File/ Files does not permit the Client to edit, alter, change, or do anything to the File/ Files that makes the high-resolution Image/ Images different from their original downloaded form. This includes but is not limited to making changes to the File/ Files in programs or apps such as Adobe Lightroom, Adobe Photoshop, Adobe Illustrator, Snapseed, Instagram, or any other photo app/ computer program, including social media channels. This also includes but is not limited to making changes to the File’s colors, highlights, shadows, tones, hues, whites, blacks, exposure, etc. The original, unaltered downloaded form of the File/ Files is the File’s only permitted way to Use the File under this Agreement, with the exception of cropping the Image/ Images when deemed necessary by the Client.

10. This LICENSE, the File/ File’s, and this Agreement cannot be transferred or sold to another party or client at any time, and Noah Lang Photography LLC retains exclusive ownership and rights to and of the File/ File’s in perpetuity.

If the Client wants to Use the File for other Uses outside of the agreed upon Uses under the LICENSE section (this section) of this Agreement, an additional license needs to be purchased through Noah Lang Photography LLC.

If the Client has any questions or would like to amend this Agreement, please contact Noah Lang Photography LLC at noahlangphotography@gmail.com prior to the Effective Date/ PAYMENT of the File/ Files. Changes to this Agreement between Noah Lang Photography LLC and the Client will NOT be negotiated after the Effective Date/ PAYMENT of the File/ Files.

TERMS. The high-resolution Image File/ Files specified by the DESCRIPTION OF SERVICES and LICENSE section of this Agreement will be provided by Noah Lang Photography LLC to the Client for the sole Use of the Non-Exclusive Rights Managed (RM) License of the File/ Files, specified under the LICENSE section of this Agreement. For the purposes of restating important information under the LICENSE section of this Agreement, this LICENSE, the File/ File’s, and this Agreement cannot be transferred or sold to another party or client at any time, and Noah Lang Photography LLC retains exclusive ownership and rights to and of the File/ File’s in perpetuity.

Noah Lang Photography LLC and the Client agree that this Agreement will commence on the Effective Date and that this Agreement shall terminate after 90 days from the start of the Effective Date (the, “Termination Date”). All Non-Exclusive Rights Managed (RM) License of the File/ Files under the LICENSE section of this Agreement shall terminate at the same Termination Date, meaning 90 days after the Effective Date, and all future Use/ Uses of the File/ Files require a new LICENSE to be purchased through Noah Lang Photography LLC, even if the Allowable Use/ Uses described under the LICENSE section of this Agreement have not been exercised by the Client.

For the purposes of restating important information under the LICENSE section of this Agreement, Physical Products shall NOT include photography or photographic prints or recreations (“Print/ Prints”) of the File/ Files, to include but not limited to Prints of the File/ Files on canvas, acrylic, metal, wood, mural Prints, framed Prints, rolled Prints, puzzles, or mediums of any kind. Noah Lang Photography LLC reserves the exclusive rights to recreate, manufacture, and sell Prints of the File/ Files.

For the purposes of restating important information under the LICENSE section of this Agreement, this Non-Exclusive Rights Managed (RM) License of the File/ Files does not permit the Client to edit, alter, change, or do anything to the File/ Files that makes the high-resolution Image/ Images different from their original downloaded form. This includes but is not limited to making changes to the File/ Files in programs or apps such as Adobe Lightroom, Adobe Photoshop, Adobe Illustrator, Snapseed, Instagram, or any other photo app/ computer program, including social media channels. This also includes but is not limited to making changes to the File’s colors, highlights, shadows, tones, hues, whites, blacks, exposure, etc. The original, unaltered downloaded form of the File/ Files is the File’s only permitted way to Use the File under this Agreement, with the exception of cropping the Image/ Images when deemed necessary by the Client.

For the purposes of restating important information under the PAYMENT section of this Agreement, all sales are final, and Noah Lang Photography LLC does not offer any refunds.

DEFAULT. The occurrence of any of the following shall constitute a material default under this Agreement:

1. The Client’s failure to make and maintain the required payment on and after the Effective Date.

2. The Client or Corporation’s failure to meet and uphold any of the Conditions in this Agreement.

3. The insolvency or bankruptcy of either the Client or the Corporation.

REMEDIES. In addition to any and all other rights a party may have available according to law, if a party defaults by failing to substantially perform any provision, term or condition under any section of this Agreement (including without limitation the failure to make a monetary payment when due), the other party may terminate this Agreement by providing a written notice via email to the defaulting party. The email for Noah Lang Photography LLC is noahlangphotography@gmail.com. This notice shall describe, with sufficient detail, the nature of the default. The party receiving such notice shall have 7 days from the date and time of the email to cure the default(s). Unless waived by the party providing notice, the failure to cure the default(s) within such a time period shall result in the automatic termination of this Agreement.

FORCE MAJEURE. If performance of this Agreement or any obligation under this Agreement is prevented, restricted, or interfered with by causes beyond either party’s reasonable control (“Force Majeure”), and if the party unable to carry out its obligations gives the other party reasonable timely written notice of such event, then the obligations of the party invoking this provision shall be suspended to the extent necessary by such event. The term Force Majeure shall include, without limitation, acts of God, plague, epidemic, pandemic, outbreaks of infectious disease or any other public health crisis, including quarantine or other employee restrictions, fire, explosion, vandalism, storm, volcanic activity or other similar occurrence, orders or acts of the military or civil authority, or by national emergencies, insurrections, riots, or wars, or strikes, lock-outs, work stoppages, other labor disputes, or supplier failures. The excused party shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased. An act or omission shall be deemed within the reasonable control of a party if committed, omitted, or caused by such party, or its employees, officers, agents, or affiliates.

ENTIRE CONTRACT. This Agreement, and the downloadable PDF version linked below, contains the entire Agreement between the Client and Noah Lang Photography LLC, and there are no other promises or conditions in any other agreement or contract, whether oral or written, concerning the subject matter of this Agreement, outside of those made prior to the Effective Date/ PAYMENT via a Communication Channel or Communication Channels, as defined by Condition 1 of the LICENSE section. In all other circumstances, such as conversations outside of a Communication Channel as defined by Condition 1 of the LICENSE section, this Agreement shall supersede any prior written or oral agreements between both parties.

SEVERABILITY. If any provision or Condition of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions/ Conditions shall continue to be valid and enforceable. If a court finds that any provision or Condition of this Agreement is invalid or unenforceable but can be made valid and enforceable by either limiting or omitting it, then that provision or Condition will be adjusted or omitted accordingly and enforced as modified.

GOVERNING LAW. This Agreement shall be governed by the laws of the State of Wyoming.

ASSIGNMENT. Neither the Client or Noah Lang Photography LLC may assign, transfer, or sell the LICENSE, including its Uses, the File/ Files, or this Agreement to another party or client at any time.

ACKNOWLEDGEMENT. By purchasing the Image/ Images outlined under the DESCRIPTION OF SERVICES section of this Agreement, You/ the Client acknowledge that You/ the Client have read this Agreement and understand it. In consideration of NOAH LANG PHOTOGRAPHY LLC agreeing to provide the Folder/ Folders via a secure digital download link, as discussed under the DESCRIPTION OF SERVICES section of this Agreement, You/ the Client agree to be bound by the TERMS and Conditions of this Agreement, and You/ the Client further agree that this Agreement, and all agreements made via a Communication Channel or Communication Channels, as defined by Condition 1 of the LICENSE section, is the complete and exclusive statement of this Agreement between You/ the Client and NOAH LANG PHOTOGRAPHY LLC, which supersedes any proposal or prior agreement, oral or written, and any other communication between You/ the Client and Noah Lang Photography LLC relating to the subject of this Agreement.

You/ the Client further agree that Noah Lang Photography LLC retains exclusive ownership and rights of the File/ Files all images, text, and other digital media on but not limited to noahlangphotography.com in perpetuity, whether for sale or not.