END USER LICENSE AGREEMENT
If you are entering into this agreement on behalf of your employer, the license granted and restrictions and limitations recited herein apply to your employer and to you as a representative of your employer.
of License and Payment
You agree not to reproduce or use the image(s) in any manner whatsoever including but not limited to layouts, “comps”, color separations or your final product ( ad, magazine layout, etc.) until you first negotiate a use fee and pay our invoice for the uses you require. (Low ¬resolution images, including Thumbnails and Previews, may be used in materials for Test or Sample use ONLY, including Comps and Layouts.)
No rights are granted until payment is made in full to LICENSOR, even though you have received an INVOICE & USE RIGHTS LICENSE. The INVOICE & USE RIGHTS LICENSE we grant is only to you and cannot be assigned or transferred without our proper written consent. Your use of an image is strictly limited to the parameters established on our INVOICE & USE RIGHTS LICENSE under "Use Rights Granted". Any use beyond those specified under “Use Rights Granted” is a violation of copyright law. Should you fail to pay our invoice, we will contact your end client to notify them they are in violation of the copyright law and proceed with legal proceedings. In the event material LICENSOR is published or used in any way without first obtaining a proper INVOICE & USE RIGHTS LICENSE for that use, LICENSOR may seek damages against you and/or the end user of the material for copyright infringement. At its option LICENSOR may issue a retroactive use license for material used without proper license in place prior to use. Unless specifically stated under "Use Rights Granted", licenses do not include any form of electronic reproduction of the image. Image may not be used in re¬releases, additional press runs, a longer period of time than specified, subsequent or collective editions without first obtaining additional use rights.
2. Restrictions as to Use of Images
The Image(s) is/are strictly limited to the specific use, medium, period of time, print run, placement, size of image, territory and any other restrictions specified on our INVOICE & USE RIGHTS LICENSE. The terms specified on the INVOICE & USE RIGHTS LICENSE shall not be modified without the express written consent of LICENSOR. Any attempted deviation from the terms of our INVOICE & USE RIGHTS LICENSE is a violation of this agreement and the copyright act and shall nullify LICENSORS indemnity obligations, and the representations and warranties made by LICENSOR hereunder. Fees assessed for your use of the Image(s) depends on the nature of the rights granted. You shall not undertake any expanded use of the Image(s) without the prior approval of LICENSOR and the payment of any additional use fees required by LICENSOR for such expanded use. You shall promptly notify LICENSOR of any expanded use of the Image(s) for which you have not received LICENSOR's prior approval, and shall pay to LICENSOR any additional Use Fee required by LICENSOR for such expanded use.
Any rights we grant to you for image(s) from this web site are nontransferable. You may not resell, rent, loan, give, sublicense, or otherwise transfer to anyone the image(s) or the right to reproduce the image(s) (except insofar as it has been incorporated by you into one of the permitted uses outlined in the INVOICE & USE RIGHTS LICENSE) and nothing you produce shall grant or purport to grant to any third party a right to reproduce or duplicate the image(s). You agree to take all commercially reasonable steps to prevent third parties from reproducing, duplicating, or distributing the image(s).
Licensee may not incorporate the licensed Image in any logo, trademark or service mark.
Licensee may not archive, republish or transmit any images on any database or to a network or bulletin board or otherwise distribute or allow any of the Images to be distributed to or used by anyone other than the authorized users, without prior written consent from on LICENSOR
Licensee may not use the Image(s) contrary to any restriction on use provided to Licensee prior to or at the time the Image is delivered to Licensee. Restrictions may be provided with the Image information located on LICENSOR’S or any authorized distributor’s website or otherwise communicated.
The Licensed Visual Content can be licensed to be uploaded into Social Media Platforms such as Facebook, MySpace, Linkedin or Google Plus if the following conditions are met:
A) The Licensed Visual Content shall be incorporated into a composition or End-Product and cannot be used in a way to allow or invite a third party to download, extract or access the Visual Content as a stand-alone file, or the End-Product clearly refers to the End-User and the proper copyright notice is affixed;
B) The image file size shall not exceed a width of 1,200 pixels;
C) The use of Visual Content depicting people to be used as profile pictures or avatars (graphic representations of a person in the virtual world) shall require additional authorizations prior to licensing.
Licensee may not use any of the Images in any manner prohibited by any export laws, restrictions or regulations.
Licensee may not use any Image in a manner that is defamatory, pornographic or obscene, whether directly or in context or juxtaposition with specific subject matter.
Your use of the image(s) is predicated on the payment in full for the use of the image(s). Should you use an image(s) and not make full payment, you are in violation of copyright law and subject to penalties. In such a case, LICENSOR reserves the right, in its sole discretion, to revoke the license if payment is not made in full, and may use all legal means to collect damages. Unless you pay immediately by credit card, all invoices are payable net thirty (30) days or previous to your use of the image, whichever comes first. A finance charge of 2% per month will be applied on any balances unpaid after thirty (30) days.
If LICENSOR receives your request in writing to cancel the License within thirty (30) days of the date of downloading or otherwise taking delivery of the Image(s), LICENSOR may cancel this License Agreement and issue a credit to your account or credit card equal to one hundred percent (100%) of the License fee. No refunds or cancellations will be accepted after thirty (30) days with the subsequent exception as mentioned in Section 7, “Warranty and Limitation of Liability”, Paragraph 2.
If you are unsure of your usage rights under this agreement, or if you wish to use an image(s) in a manner not specified or permitted under this agreement, please contact LICENSOR by telephone at 800-321-3239.
& unauthorized use/retroactive license fee
All images on this web site are copyrighted and subject to the copyright law. LICENSOR and its represented photographers, who shot the image(s), own all rights to the image(s). All rights not specifically granted to you by the INVOICE & USE RIGHTS LICENSE are reserved. Any use beyond those specified under "Use Rights Granted" is a violation of copyright law.
You agree to provide applicable copyright notice and/or protection of image(s) in your final product. You do not acquire any right, title or interest in or to any image(s) by the download of an image(s) or by the granting of the license to reproduce an image(s). No copyright material shall be removed from any digital file.
Since it is difficult to determine damages resulting from unauthorized usage, in the event you utilize an Image other than for the usage indicated on our Invoice, we agree to forego our right to sue you for copyright infringement and you agree to pay, as liquidated damages, a retroactive license equal to ten (10) times the normal price we would have charged for such unauthorized use within ten (10) days of our billing such fee. If you fail to timely make such payment, this liquidated damage provision shall be void and we shall have the right to sue for copyright infringement and/or breach of contract, for which we will shall seek all damages and remedies available, including attorney's fees and all associated costs.
7. Photo Credit
The following credit line must appear adjacent to any licensed image(s) utilized in an editorial manner: (Photographer’s name)/ PacificStock.com. We will provide you the name of the photographer upon licensing the image. Unless otherwise agreed in writing, if any Licensed image(s) you reproduce for editorial purposes (i.e., for any non-promotional purpose) omits the credit line specified above, or any other credit line specified by LICENSOR, the use fee will be doubled. No photo credit is needed when used for advertising purposes.
You agree to provide LICENSOR with two copies of reproductions produced. It is agreed that LICENSOR may use and publish the samples provided for its own self-promotion in print or electronic form.
You agree to indemnify and to hold LICENSOR, its officers, directors, employees, photographers and agents harmless from any claims, liabilities, losses and damages (including reasonable attorney's fees and expenses) arising from any use or reproduction of the image(s) and/or use of the www.pacificstock.com web site.
of Licensed Image(s)
You are responsible for examining all licensed image(s) for possible defects prior to reproduction. LICENSOR shall not be liable for any loss or damage suffered by you or any third party, whether directly or indirectly, arising from any alleged or actual defect in any Licensed image(s) or its caption or in any way from its reproduction.
Images marked on the preview page: "This image is released" have a valid model and/or property release. However, no model releases or other releases exist on any Images unless the existence of such release is specified in writing by LICENSOR to avoid mistakes, always double check with us to be sure an image marked “released” is indeed released and ask us to obtain a free copy of that release. You shall indemnify LICENSOR against all claims arising out of the use of any Images where the existence of such release has not been specified in writing by LICENSOR In any event, the limit of liability of LICENSOR shall be the sum paid to it per the invoice for the use of the particular photograph involved. LICENSOR does not purport to own the copyright to any historical images it provides and that the user is responsible for obtaining any necessary permissions.
Model releases are available on Image(s) containing models upon request. Names are removed to protect the privacy of the model. Other than model releases for recognizable persons, LICENSOR grants no rights and makes no warranties with regard to the use of names, unrecognizable people, trademarks, trade dress, registered, unregistered or copyrighted designs or works of art or architecture depicted in any Image, and Licensee must satisfy itself that all the necessary rights or consents regarding any of the above, as may be required for reproduction, have been obtained.
11. Sensitive Use Disclaimer
No images from this web site may be used in connection with any potentially sensitive issue including, but not limited to sex, sexual preference, pornography, diseases of any kind, drug or alcohol abuse, domestic violence, mental or physical abuse, substance abuse, alcohol, tobacco products, pregnancy, birth control, physical or mental challenges, homelessness, political campaigns, plastic or cosmetic surgery or possible defamation or disparagement of character or product, without obtaining prior written consent from LICENSOR.
You may not use the Images in any manner that would be deemed offensive to the model. Offensive uses include but are not limited to the use of an Image that involves or implies illegal activities, adverse medical conditions or procedures, other adverse health or mental health issues, substance abuse, welfare or economic aid, dating agencies, sexual preference, abortion and adoption, political or religious affiliation, smoking or alcohol usage, feminine hygiene, incontinence or impotence, pornography, diseases of any kind, mental or physical abuse, alcohol or tobacco products, pregnancy, birth control, physical or mental challenges, homelessness, plastic or cosmetic surgery or possible defamation or disparagement of character or product.
If any Image featuring a model is used in (i) a manner that would lead a reasonable person to believe that the model personally uses or endorses a product or service; or (ii) in connection with a subject that would be unflattering or controversial to a reasonable person, Licensee must accompany each such use with a conspicuous statement that indicates that the person so pictured is a model and the Image is used for illustrative purposes only.
You agree that you will not use the images for any unlawful purpose, or to defame any person, or to violate any person's right of privacy or publicity, or to infringe upon any trade name, trademark or service mark or any entity.
Delivery and Storage
For all licensed image(s) that you take digital delivery of, you must provide the copyright symbol, our company name LICENSOR and the Image Identification Number as part of the electronic file. In addition, you may only use a single copy of the image(s) on a single computer. You may only download the image(s) onto one (1) computer hard drive or other computer medium and may not otherwise make, use or distribute copies of the image(s) for any purpose except as otherwise provided in this agreement and the INVOICE & USE RIGHTS LICENSE .Notwithstanding the foregoing, you shall be allowed to make one (1) backup copy for security reasons only. You may not use the image(s) on any image storage jukebox, network configuration or similar computer network arrangement. You must take all reasonable measures to safeguard against unauthorized third ¬party access to the Image(s).
Upon the expiration of the License or earlier termination of this agreement, any and all digital files which we supplied or you have created and stored in ANY format including but not limited to hard disk, tape, optical disk, CD-ROM, floppy disk or any other media MUST BE DESTROYED from your computer or other electronic storage system unless you plan to re¬license use of the image, in which case you must notify us immediately for a fee reassessment.
Should LICENSOR deliver to you digital files of our images, the delivery of those digital files is solely an accommodation to our clients. LICENSOR does not warrant that the digital delivery will be on a timely basis, uninterrupted, error free or compatible with a client's particular system. LICENSOR makes no warranty, either express or implied, including without limitation, any implied warranties of merchantability or fitness for a particular purpose. In no event shall LICENSOR be liable for any direct, indirect, incidental, special or consequential damages arising out of or relating to the digital delivery of any image or otherwise.
No part of the content of LICENSOR’s catalogs or other advertising materials shall form a part of this agreement. No action of LICENSOR, other than an express written waiver, may be construed as a waiver of any term of this agreement. A delay on the part of either party in the exercise of its rights or remedies will not operate as a waiver of such rights or remedies, and a single or partial exercise by a party of any such rights or remedies will not preclude other or further exercise of that right or remedy. A waiver of a right or remedy on any one occasion will not be construed as a bar to or waiver of those rights or remedies on any other occasion. Should any clause of this agreement be found unenforceable, that will not affect any other clause and each will remain in full force and effect. In the event of any inconsistency between the terms contained herein and the terms contained on any purchase order sent by you, the terms of this agreement shall govern.
The interpretation of this agreement shall be governed and interpreted in accordance with the laws of the United States and Courts of Hawaii, United States shall have exclusive jurisdiction over any dispute arising out of this Agreement.
No action of LICENSOR, other than express written, signed waiver may be construed as a waiver of any part of this EULA, and no employee of LICENSOR is authorized to make an oral waiver.
NOTE: Regarding client supplied terms: Licensor Image's written invoice/license terms and conditions prevail in all respects. No part of Licensee's written provisions to the contrary, forms any part of this agreement for use of Pacific Stock images. The entire agreement between the parties is stated in LICENSOR’S written invoice/license and accompanying EULA. No oral statements of either party form any part of the license agreement."
14. Warranty and Limitation of Liability
LICENSOR warrants that: (i) it has all necessary rights and authority to enter into and perform this Agreement; and (ii) the digital or analog copy of the Licensed image(s) in the form downloaded by you or delivered by LICENSOR by any means to you will be free from defects in material and workmanship (not including "artifacts" or other flaws inherent in prints of the particular vintage) for thirty (30) days from the date of delivery. The sole and exclusive remedy for a breach of the foregoing warranty is the replacement of the digital or analog copy of the Licensed Material or refund of the License fee paid by you, at LICENSOR's option.
The representations and warranties of LICENSOR made herein will have no force or effect if the licensed image(s) are used by you in any manner not specifically authorized in this agreement or you are otherwise in breach of this agreement.
Without limiting the foregoing, LICENSOR gives no rights or warranties with respect to the use of names, trademark, logo types, registered or copyrighted designs or works of art depicted in any picture, and the user must satisfy itself that all necessary rights, consents or permission as may be required for reproduction are secured.
LICENSOR has identified the caption for each image to the best of its ability, but cannot be held responsible for erroneous or incomplete caption information. LICENSOR makes no representation or warranties as to the accuracy of the content, or that the use of the site will be uninterrupted or error free. The use of the firslight.com web site is at your own risk.
All rights not specifically granted herein to you are reserved for LICENSOR's use and disposition without any limitations whatsoever.
General Disclaimers and Limitation of Liability
LICENSOR MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE IMAGES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. LICENSOR SHALL NOT BE LIABLE TO LICENSEE OR ANY OTHER PERSON OR ENTITY FOR ANY GENERAL, PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES, OR LOST PROFITS OR ANY OTHER DAMAGES, COSTS OR LOSSES ARISING OUT OF LICENSEE'S USE OF THE IMAGES OR OTHERWISE, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES.
LICENSOR MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH LICENSEE'S USE OF OR INABILITY TO USE THE IMAGES (WHETHER IN CONTRACT, TORT OR OTHERWISE) SHALL, TO THE EXTENT PERMITTED BY LAW, BE LIMITED TO THE VALUE OF THE LICENSE PAID BY THE LICENSEE FOR THE IMAGE(S).
THE REPRESENTATIONS AND WARRANTIES MADE BY LICENSOR IN THIS AGREEMENT APPLY ONLY TO THE IMAGE(S) AS DELIVERED BY LICENSOR AND WILL BE INVALID IF THE IMAGE(S) IS USED BY LICENSEE IN ANY MANNER NOT SPECIFICALLY AUTHORIZED IN THIS AGREEMENT OR IF LICENSEE IS OTHERWISE IN BREACH OF THIS AGREEMENT.
15. Entire Agreement
This agreement incorporates the entire understanding of the parties concerning the subject matter contained herein. No variation of any of the terms in this agreement shall be effective unless agreed to in writing by an authorized representative of LICENSOR and you the Licensee.
END USER LICENSE AGREEMENT
NOTICE: This is a legal contract made between you (“Licensee”) and Design Pics Inc. (“Licensor”) and should be read carefully.
By acquiring any or all images through your membership, CD Collections, or the purchase of single images, you agree to be bound by this agreement. If you do not agree, do not proceed to download or utilize any images and your membership or purchase fees will be refunded where applicable as provided below.
1. Conditions of Agreement
When you acquire an image(s) (hereinafter “Image” or “Images”) from Licensor, in all cases you do so pursuant to this Royalty-Free License Agreement (the “Agreement”). If you do not agree to comply with all the terms and conditions of this Agreement, then you cannot proceed to download or use any images, you cannot use or copy the Images in any fashion, you must delete any and all copies you have and, where you have not as yet obtained any Images, your membership fees or purchase price will be subject to refund.
2. Grant of Limited License
If you accept this Agreement, then you are granted a limited, revocable, personal, non-transferable, and non-exclusive license (the “License”) to copy, modify and use the Image(s) an unlimited number of times in your personal, professional, internal, editorial and client projects in any of the following final projects or works:
· printed materials including newsletters, brochures, pamphlets, booklets, etc.,
· annual reports, manuals, presentations, printed or electronic,
· sales tools, promotional materials, billboards & exhibits,
· advertising and promotional campaigns, printed or electronic
· editorial works including magazines, newspapers, books, etc.,
· calendars, greeting cards, posters, banners, trade show displays, etc.,
· packaging including software, music CD’s, video tapes, DVD’s, retail, etc.,
· broadcast & theatrical presentations
· on-line newspapers, book presentations, web-site and multimedia design projects (on the strict condition that the image resolution of each Image so used may not exceed 72dpi).
The Licensed Visual Content can be licensed to be uploaded into Social Media Platforms such as Facebook, MySpace, Linkedin or Google Plus if the following conditions are met:
The Licensed Visual Content may be stored in a digital library or a network that allows the Licensed Visual Content to be viewed by employees, partners and clients but such use is limited to not more than ten (10) Users. Licensee must purchase additional Seat Licenses for more than ten (10) Users.
A The Licensed Visual Content shall be incorporated into a composition or End-Product and cannot be used in a way to allow or invite a third party to download, extract or access the Visual Content as a stand-alone file, or the End-Product clearly refers to the End-User and the proper copyright notice is affixed;
B The image file size shall not exceed a width of 1,200 pixels;
C The use of Visual Content depicting people to be used as profile pictures or avatars (graphic representations of a person in the virtual world) shall require additional authorizations prior to licensing.
3. Conditions of Grant of License
The grant of License with respect to each Image is subject to the following conditions, any breach of which you acknowledge will cause loss and damage to Licensor:
a) All images used, published or displayed on the World Wide Web or in any online, multi-media or other electronic or digital format may only be used, published or displayed in a resolution and format of 72 DPI or less, to prevent unauthorized replication or copying of the image from the web site in which the image is used;
b) No print quality images (whether low, medium or high resolution files) can be placed on-line in a downloadable or FTP (file transfer protocol) format;
c) Images may not be copied in whole or in part for any purpose other than for use by you as non-exclusive Licensee, and may not be copied for re-sale, other than for inclusion in work generated by you;
d) You may not sell, license, or distribute work in any way which allows the client to access the images as a stand-alone file.
e) You may not rent, transfer or grant any rights to the Images, or any compilation, derivative or collective work containing the Images, to any third party without the prior written consent of Licensor;
f) You may not use, promote, offer or market Images for resale, redistribution, sublicense, rent, lease, or re-license;
g) You may not post Images on any electronic bulletin board, news group or on UseNet or similar facility or service;
h) You may not use, or permit others to use, Images, or any portion of an Image, in such a fashion as to create or have the Image be associated with any pornographic, libelous, defamatory, obscene, immoral, demeaning, fraudulent or objectionable design, image, website, publication, document, record, or use of any kind;
i) You may not use, or permit others to use, Images to create an endorsement or opinion, for or against, any political party, product or service, cause or organization or with respect to “sensitive” subjects which include by way of example, but are not limited to, hygiene products, promotion of sexual enhancement drugs, promotion of adult materials, sexual topics, sexuality, pornography, brochures with respect to child abuse, mental health issues, or similarly potentially controversial topics without express written permission from Licensor;
j) Images may not be used in association with any discriminatory content, whether with respect to age, gender, racial or ethnic origin, sexual orientation, marital status, physical or mental handicap, or similar matters, or content constituting hate literature;
k) Images, or any part thereof, may not be used or incorporated in any way as to form part of a logo, trademark, or service mark.
l) Images may not be used in a fashion contrary to applicable law and may not be shipped, transferred or exported into any country where so doing would be illegal, or used in any manner prohibited by Canadian laws, restrictions or regulations;
m) Use of any Image in a manner not expressly permitted in this Agreement is prohibited.
n) Licensor grants no rights and makes no warranties with regard to the use of names, trademarks, trade dress, or copyrighted designs or works of art or architecture, registered or unregistered, depicted in any Licensed Material, and Licensee must satisfy itself that all necessary rights or consents regarding any the above, as may be required for reproduction, have been obtained;
o) Licensor reserves the right to revoke the license to use a specific image for good cause and elect to replace the image with an alternative image. In the unlikely event that this should occur, upon notice of the revocation of a license for a particular image, Licensee shall immediately cease using such image and shall ensure that its clients and customers do likewise.
p) Licensee may store the Images on a server, image library or network configuration to be viewed by Licensee or its clients provided that no more than 10 persons can access the Images. Before permitting access to more than 10 persons, Licensee must upgrade the seat license by contacting Design Pics.
4. Further Limitations on Use
In the event that it is possible, for any reason, that, with respect to any works containing Images, that a use of the Image and the model(s) appearing therein may fall under the above noted conditions, you agree to seek the consent of Licensor before proceeding and further that you will not use Images in such circumstances without first obtaining such consent, which must be in writing. Written consent must be provided for the use of the image(s) under these circumstances. If in doubt, you agree to contact Licensor management by email to clarify the use of the image. Please contact firstname.lastname@example.org or call 1-877-337-5433 to inquire about image use consent.
5. Term and Termination
If you do not comply with the terms and conditions of this Agreement, the License shall be automatically terminated, in which case you will have no further permission, license or right to possession or use of Images and you must remove all copies of Images from media in which they are contained and no printed copies of the Images will be permitted for publication or distribution. You must further remove all digital copies of such Images from all hard drives or digital storage devices and destroy all digital copies contained on any removable hard drives, CD’s, DVD’s or any other media on which the images can be found. This license shall remain in force unless and until terminated.
This Agreement grants a limited license allowing use of Images under the terms and conditions of this Agreement and not otherwise. You do not own the Images and no proprietary interest or any right or title is transferred to you. All right, title, interest and copyrights in the Images remain with Licensor or its licensors or contributing photographers. Images are protected by Canadian and international laws regarding copyrights and moral rights, as well as international treaties and other applicable laws. Licensor retains all rights not expressly granted by this license agreement, including all morale rights to the Images.
7. Limited Warranty
Licensor warrants the Images to be free from defects in material and workmanship for 90 days from delivery. Your sole and exclusive remedy for a breach of this warranty is the replacement of the Image or a refund of the pro-rated purchase price of that Image, at the option of Licensor.
8. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THERE ARE NO OTHER REPRESENTATIONS, WARRANTIES, TERMS, CONDITIONS, GUARANTEES OR COVENANTS, EXPRESS, IMPLIED OR OTHERWISE, GIVEN BY LICENSOR OR AFFECTING ANYTHING TO BE DELIVERED BY LICENSOR UNDER THIS AGREEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, YOU HEREBY WAIVE AND LICENSOR HEREBY DISCLAIMS ANY WARRANTY OR CONDITION OF MERCHANTABLE QUALITY OR FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTY OR CONDITION ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE.
WITHOUT DEROGATING FROM ANY OTHER LIMITATION OF LIABILITY CONTAINED IN THIS AGREEMENT, YOU AGREE THAT THE AGGREGATE OF ALL LIABILITY ON THE PART OF LICENSOR FOR BREACH OF ANY WARRANTY CONTAINED IN THIS AGREEMENT OR OF ANY OTHER PROVISION OF THIS AGREEMENT OR OF ANY AGREEMENT CONTEMPLATED BY THIS AGREEMENT OR ANY OTHER BREACH GIVING RISE TO LIABILITY, INCLUDING A BREACH OF A CONDITION OR FUNDAMENTAL TERM OR FUNDAMENTAL BREACH OR BREACHES OR IN ANY OTHER WAY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY AGREEMENT CONTEMPLATED BY THIS AGREEMENT, FOR ANY AND ALL CAUSES OF ACTION WHATSOEVER AND, REGARDLESS OF THE FORM OF ACTION (INCLUDING BREACH OF CONTRACT, STRICT LIABILITY OR TORT INCLUDING NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY), SHALL BE LIMITED TO YOUR ACTUAL DIRECT PROVABLE DAMAGES IN AN AMOUNT NOT TO EXCEED THE SUM OF ONE HUNDRED DOLLARS ($100.00) IN UNITED STATES CURRENCY.
YOU AGREE THAT, EVEN IF LICENSOR HAS BEEN ADVISED BY YOU OF THE POSSIBILITY OF SUCH DAMAGES, IN NO EVENT WILL LICENSOR BE LIABLE FOR DAMAGES IN THE NATURE OF PUNITIVE, EXEMPLARY, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION, LOST BUSINESS REVENUE, LOST PROFITS, FAILURE TO REALIZE EXPECTED SAVINGS OR REVENUES, LOSS OF DATA, LOSS OF BUSINESS OPPORTUNITY, ECONOMIC LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR ANY CLAIM AGAINST YOU BY ANY OTHER PARTY.
THIS AGREEMENT PROVIDES LICENSES AND SERVICES AND IS NOT A SALE OF GOODS AND IN ANY EVENT THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE SALE OF GOODS IS EXPRESSLY DISCLAIMED AND NOT APPLICABLE TO THIS AGREEMENT.
9. Equitable Remedies and Injunctions
You agree and acknowledge that a breach of this Agreement by you will cause Licensor irreparable harm from which no adequate remedy exists at law, and for which damages will not be an adequate remedy, and that upon any such breach or threatened breach Licensor shall be entitled to injunctive relief without prejudice to any other right in law or equity and without the necessity of prior demand or proof of damage.
10. Governing Law
This Agreement will be governed by the laws in force in the Province of Alberta, excluding the application of its conflicts of law rules. Subject to the rights of Licensor to make application for injunctive or other equitable relief in any court of competent jurisdiction, you hereby agree that the jurisdiction for enforcement of this Agreement and any disputes related to it shall be the Court of Queen’s Bench, or its successor, at Edmonton, Alberta, Canada and you specifically attorn to the jurisdiction of the said court.
If any part of this Agreement is found void and unenforceable, it will not affect the validity of the balance of the Agreement, which shall remain valid and enforceable according to its terms. You agree that the Software (images) will not be shipped, transferred or exported into any country or used in any manner prohibited by Canadian Federal Law, restrictions or regulations.
This Agreement shall enure to the benefit of the parties and their respective heirs, executors and permitted assigns.
You may not assign this Agreement which is a mere license personal to you.
By proceeding with the purchase and or use of any images from Design Pics, you have fully agreed to the above terms and conditions as set out in this agreement.
© 2015 - The Pacific Stock Image Collection,
a division of Design Pics Inc. All rights reserved. License Agreement