License Agreement
This is a legal contract between you
and V I Imagery llc., Within this Agreement, "V I Imagery", "V I Imagery
llc.", "we", "our" and "us" refers to V I Imagery llc., and "you" and
"your" refers to you, the customer. By acquiring and/or using V I
Imagery llc. Content, you have agreed to be bound by the terms of this
Agreement in respect of that Content. If you do not accept or agree with
these terms do not acquire and/or use the Content.
This is a license, not a sale. We, our
licensors, affiliates, and/or Members continue to own the intellectual
property rights in the Content. The Content is provided under the terms
of the following license agreement ("Agreement") that states what you
may and may not do with the Content and contains limitations on
warranties and remedies.
Only you are permitted to use the
Content. Any additional persons who wish to use the Content must acquire
it from V I Imagery themselves.
1. This Agreement governs your use of
V I Imagery llc.’s Content (namely, the photographic image,
illustration, animation, audio clip, Flash file, or other material that
you are acquiring from V I Imagery llc. in conjunction with you entering
into this Agreement with V I Imagery llc..
2. We hereby grant to you a perpetual,
non-exclusive, non-transferable license to use the Content on the terms
and conditions contained in this Agreement. Unless the activity is
expressly permitted, you cannot do it. All other rights to and in the
Content and accompanying materials (if applicable), including, without
limitation, all intellectual property rights relating thereto, are
retained by V I Imagery llc., our licensors, affiliates, and/or Members,
as the case may be.
PERMITTED USES:
3. You may:
(a) install the Content in only one
location; you may physically transfer the Content and its archives from
one location to another, however it may only be used in one location at
a time;
(b) make one (1) copy of the Content
solely for back-up purposes; you must reproduce all proprietary notices
on this single back-up copy;
(c) use the Content in the following
applications:
(i) advertising and promotional
projects, including printed materials, packaging, presentations, film
and video presentations, commercials, books and book covers, greeting
cards and postcards;
(ii) online or electronic
publications, including web pages to a maximum of 640 x 480 pixels @ 72
dpi;
(iii) prints (i.e. a hardcopy) and
reproductions for personal use;
(d) create Derivative Works (namely an
original work within the meaning of the Copyright Act which incorporates
but is not substantially similar to the Content) by incorporating the
Content into your own work;
(e) use the Derivative Works in the
same manner as permitted in section 3(c) above, and in items for resale
including t-shirts, mugs, calendars and mouse pads; and
(f) transfer files containing Content
or Derivative Works to your clients, printers, or ISP for the purpose of
reproduction, provided that such parties shall have no further rights to
use the Content.
PROHIBITED USES:
4. You may not do anything with the
Content that is not expressly permitted. You may not provide a copy of
the Content, or any portions thereof, to anyone or allow anyone to gain
access to the Content, or any portion thereof, except as permitted
above. For greater certainty, you may not:
(a) use the Content in design template
applications for resale, including, without limitation, website
templates, flash templates, and brochure design templates;
(b) display the Content on websites
designed to induce sales of "print on demand" products, including
postcards, mugs, t-shirts, posters and other items;
(c) use the Content in any posters
(printed on paper, canvas or other mediums) or other items for resale;
(d) use the Content or any part
thereof as part of a trade-mark, design-mark, trade-name, business name,
service mark, or logo;
(e) incorporate the Content in any
product that results in a re-distribution of the Content (such as
electronic greeting card web sites);
(f) use the Content in a fashion that
is considered by V I Imagery llc as pornographic, obscene, defamatory or
libelous in nature;
(g) use any image in the Content that
depicts a person to endorse a business, product or service;
(h) use any image in the Content that
depicts a person in a potentially sensitive subject matter, including,
but not limited to mental and physical health issues, social issues,
contraband or crime;
(i) to the extent that source code is
contained within the Content or accompanying materials (if applicable),
reverse engineer, decompile, or disassemble any part of such source
code;
(j) remove any notice of copyright,
trade-mark or other proprietary right from any place where it appears on
or in the Content or its accompanying materials;
(k) sub-license, re-sell, rent, lend,
or otherwise distribute the Content;
(l) post a copy of the Content on a
network server or web server for use by other users; or
(m) transfer the rights to the Content
or accompanying materials (if applicable), except as specifically
provided for elsewhere in this Agreement.
TERM:
5. This Agreement is effective until
it is terminated. You can terminate this Agreement by destroying the
Content, and any Derivative Works related thereto, along with any copies
or archives of it or accompanying materials (if applicable), and ceasing
to use the Content, and any Derivative Works related thereto, for any
purpose. The Agreement also terminates if at any time you fail to comply
with the terms of this Agreement. Upon termination of this Agreement,
you hereby agree to destroy all copies and archives of the Content, and
any Derivative Works related thereto, to cease using the Content, and
any Derivative Works related thereto, for any purpose, and to confirm to
V I Imagery llc. in writing that you have complied with these
requirements.
6. Termination of this Agreement does
not relieve you of your responsibilities to pay any amounts due to V I
Imagery llc. under this agreement or your obligations to not use the
Content, or any Derivative Works related thereto, other than in the
manner permitted under this Agreement.
LIMITED REPRESENTATIONS AND
WARRANTIES:
7. THE CONTENT AND ACCOMPANYING
MATERIALS (IF APPLICABLE) ARE PROVIDED "AS IS" WITHOUT REPRESENTATION,
WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING,
BUT NOT LIMITED TO THE IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS
OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. V I IMAGERY
LLC. DOES NOT REPRESENT OR WARRANT THAT THE CONTENT WILL MEET YOUR
REQUIREMENTS OR THAT ITS USE WILL BE UNINTERRUPTED OR ERROR FREE. THE
ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE CONTENT IS WITH
YOU. SHOULD THE CONTENT PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF
ALL NECESSARY CORRECTIONS.
8. Certain jurisdictions do not allow
the exclusion of implied warranties, so the above exclusion may not
apply to you. You have specific rights under this warranty, but you may
have others, which vary from jurisdiction to jurisdiction.
LIMITATION OF REMEDIES & LIABILITY:
9. IN NO EVENT SHALL V I IMAGERY LLC.
OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, PARTNERS, OR
AGENTS BE LIABLE FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, OR
CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING DAMAGES FOR LOSS OF PROFITS,
INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS)
IN CONNECTION WITH ANY CLAIM, LOSS, DAMAGE, ACTION, SUIT OR OTHER
PROCEEDING ARISING UNDER OR OUT OF THIS AGREEMENT, INCLUDING WITHOUT
LIMITATION YOUR USE OF, RELIANCE UPON, ACCESS TO, OR EXPLOITATION OF THE
CONTENT, OR ANY PART THEREOF, OR ANY RIGHTS GRANTED TO YOU HEREUNDER,
EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER
THE ACTION IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE),
INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR OTHERWISE.
10. IN ANY EVENT, THE TOTAL MAXIMUM
AGGREGATE LIABILITY UNDER THIS AGREEMENT, THE LICENSE PROVIDED
HEREUNDER, OR THE USE OR EXPLOITATION OF ANY OR ALL OF THE CONTENT IN
ANY MANNER WHATSOEVER SHALL BE LIMITED TO THE FEES ACTUALLY PAID BY YOU
TO V I IMAGERY LLC. UNDER THIS AGREEMENT IN RESPECT OF THE USE OF THE
CONTENT.
11. SOME JURISDICTIONS DO NOT ALLOW
FOR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR
CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT
APPLY TO YOU.
INDEMNIFICATION:
12. You agree to indemnify and hold V
I Imagery llc. harmless against all claims or liability asserted
against V I Imagery llc. arising out of or in connection with any breach
by you or anyone acting on your behalf of any of the terms of this
Agreement.
GENERAL:
13. If any provision or part thereof
of this Agreement is wholly or partially unenforceable the parties or,
in the event the parties are unable to agree, a court of competent
jurisdiction, shall put in place thereof an enforceable provision or
provisions, or part thereof, that as nearly as possible reflects the
terms of the unenforceable provision or part thereof.
14. The provisions of this
Agreement shall be severable, and the invalidity or unenforceability of
any provision shall not affect or invalidate any remaining provision.
15. You agree to pay and be
responsible for any and all sales taxes, use taxes, value added taxes
and duties imposed by any jurisdiction as a result of the license
granted to you, or of your use of the Content, pursuant to this
Agreement.
JURISDICTION & ARBITRATION:
16. This Agreement will be governed
under the laws of the State of Pennsylvania and the federal laws of the
United States of America applicable therein (without reference to
conflicts of laws principles). You consent to service of any required
notice or process upon you by registered mail or overnight courier with
proof of delivery notice, addressed to the address or contact
information provided by you at the time the Content was acquired, or
such other address as you may advise us in writing to use, from time to
time
17. Any and all disputes arising out
of, under or in connection with this Agreement, including without
limitation, its validity, interpretation, performance and breach, shall
be submitted to arbitration in the State of Pennsylvania in the United
States of America.
18. If V I Imagery llc. is obligated
to go to court, rather than arbitration, to enforce any of its rights,
or to collect any fees, you agree to reimburse V I Imagery llc. for its
legal fees, costs and disbursements if V I Imagery llc. is successful.
19. YOU ACKNOWLEDGE THAT YOU HAVE READ
THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND
CONDITIONS. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE
STATEMENT OF THE AGREEMENT BETWEEN YOU AND V I IMAGERY LLC., WHICH
SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY
OTHER COMMUNICATION BETWEEN YOU AND V I IMAGERY LLC. RELATING TO THE
SUBJECT OF THIS AGREEMENT.
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