This is a
legal agreement ("Agreement") between you, the party licensing
imagery through this Agreement ("Licensee"), and
style='color:black'>IMAGEZOO MEDIA, INC. ("Licensor").
Licensee's use, or copying, of any Licensed Material or part thereof, as
defined below, constitutes your acceptance of the terms of this agreement.
1. License Terms
1.1 Covered Materials.
1.1.1 For the purpose of this
Agreement, "Licensed Material" shall mean any illustration, visual
representation, media, or other product protected by copyright, trademark,
patent or other intellectual property rights, which is delivered in any format
to Licensee by Licensor under the terms of this Agreement.
1.1.2 All Licensed Material is
owned by IMAGEZOO MEDIA, INC. or its licensors and is protected by United
States and Canadian copyright style='color:black'>laws,
international treaty provisions and other applicable laws. No title to or
intellectual property rights to the Licensed Material are transferred to
Licensee. IMAGEZOO MEDIA, INC. retains all rights not expressly granted by this
License Agreement.
1.1.3 Any
reference in this Agreement to the Licensed Material shall be to each
individual item within the Licensed Material and also to the Licensed Material
taken as a whole.
1.2 Usage
and Rights
Subject to the terms of this Agreement:
1.2.1 Licensor
grants the Licensee a non-exclusive, non-transferable right and license to use
the Licensed Material an unlimited number of times in any and all media for the
following purposes:
1.2.2 Advertising, promotion, communication, and editorial use
in the following mediums: newspapers, direct mail, consumer magazines, trade
magazines, television commercials, annual reports, billboards, point-of-sale displays,
brochures, newsletters, invitations, internet banners, website graphics,
impermanent signs, transit boards, sales kits, trade show displays, any
promotional items that are given away free of charge and any other uses
approved in writing by Licensor. For licensing information regarding any usage
not specified in this Agreement, contact IMAGEZOO. style='color:red'>
1.2.3 Licensor
grants to Licensee the right to have the Licensed Material reproduced by
subcontractors of Licensee, provided that such subcontractors agree to abide by
the restrictions of this Agreement.
1.2.4 Licensee
may alter, crop, manipulate and create derivative works of the Licensed
Material.
1.2.5 Licensee's rights to the Licensed Material are
worldwide and perpetual.
1.2.6 Licensor
reserves all rights not expressly granted to Licensee herein.
1.3 Number
of Users / Seat License.
Licensee
may distribute Licensed Material within a network or similar asset management
system to no more than 10 computer/workstations within the same company or similar
legal entity. If the Licensed Material is to be placed onto a network of
servers accessible by more than 10 computers/workstations, please contact
IMAGEZOO MEDIA.
1.4
Restrictions.
1.4.1 Licensee
may not sublicense, sell, assign, convey or transfer any of its rights under
this Agreement but Licensee may sell or license derivative works incorporating
the Licensed Material in accordance with the Permitted Uses. Licensee may not
sell, license or distribute its work in such a way that Licensee's customer can
extract or access the Licensed Material as a stand-alone file.
1.4.2 Licensee
may not incorporate the Licensed Material into a logo, trademark or service
mark or use on any items where the image itself becomes the primary aspect of
an item for resale (for instance, if an image is used on a coffee cup to sell
that coffee cup, on a T-shirt to sell that T-shirt, etc.).
For licensing information regarding any
usage not specified in this Agreement, contact IMAGEZOO.
1.4.3 Licensee
may not post the Licensed Material online in a downloadable format.
1.4.4 Pornographic, defamatory, libelous or
otherwise unlawful use of Licensed Material is strictly prohibited whether
directly or in context or juxtaposition with specific subject matter.
1.4.5 Licensee
agrees to post credit, wherever possible, as follows:
1.4.6 Licensor grants no rights and makes no
warranties with regard to the use of names, trademarks, trade dress,
registered, unregistered or copyrighted designs or works of art or architecture
depicted in any Licensed Material, 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.
1.4.7
Licensee should examine all Licensed Material for possible defects (whether
digital or otherwise) before sending any Licensed Material for reproduction.
Licensor shall not be liable for any loss or damage suffered by Licensee or any
third party, whether directly or indirectly, arising from any alleged or actual
defect in any Licensed Material or its caption or in any way from its
Reproduction.
2.
Indemnity
2.1 Licensee
agrees to indemnify and hold Licensor (including its affiliate and subsidiary
companies and their respective directors, officers, employees and agents)
harmless against any claim for damages, losses or any costs, including
attorneys' fees, arising in any manner whatsoever from the unauthorized use of
any Licensed Material or for Licensee's breach of any of the terms of this
Agreement.
3. Warranties
3.1 Licensor
warrants the Digital Media to be free from defects in material and workmanship
for 30 days from delivery. The sole and exclusive remedy for a breach of the
foregoing warranty is the replacement of the Digital Media.
3.2 LICENSOR MAKES NO OTHER WARRANTIES, EXPRESS OR
IMPLIED, REGARDING THE LICENSED MATERIAL, 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, DIRECT, INDIRECT, CONSEQUENTIAL OR INCIDENTAL
DAMAGES, OR LOST PROFITS OR ANY OTHER DAMAGES, COSTS OR LOSSES ARISING OUT OF
LICENSEE'S USE OF THE LICENSED MATERIAL, THIS AGREEMENT, ANY INVOICE REGARDING
THE LICENSED MATERIAL OR OTHERWISE, EVEN IF LICENSOR HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES.
4.
Termination and Revocation
4.1 The
license contained in this Agreement will terminate automatically without notice
from Licensor if Licensee fails to comply with any provision of this Agreement.
Upon termination, Licensee must immediately (i) stop using the Licensed
Material, (ii) destroy or, upon the request of Licensor, return the Licensed
Material to Licensor (in the case of analogue materials), and (iii) delete or
remove the Licensed Material from Licensee's premises, computer systems and
storage (electronic or physical).
4.2 Licensor
reserves the right to revoke the license to use the Licensed Material for good
cause. Upon notice of any revocation of a license for any particular Licensed
Material, Licensee shall immediately cease using such Licensed Material and
shall ensure that its clients and customers do likewise.
5.
Severability
5.1 If
one or more of the provisions contained in the Agreement is found to be
invalid, illegal or unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions shall not be affected. Such
provisions shall be reformed only to the extent to make it enforceable.
6.Governing Law and Arbitration
6.1 This
Agreement will be governed in all respects by the laws of the Province of
British Columbia, Canada, without reference to its laws relating to conflicts
of law. Any disputes arising from this Agreement or its enforceability shall be
settled by binding arbitration to be held in Vancouver, British Columbia,
Canada. The United Nations Convention on Contracts for the International Sale
of Goods does not govern this Agreement.
6.2 All
disputes arising out of this Agreement shall be submitted to mediation in
accordance with the rules of The British Columbia Arbitration and Mediation
Institute. If mediation is not successful in resolving the entire dispute, any
outstanding issues shall be submitted to final and binding arbitration in
accordance with the rules of the BCAMI and the laws of the Province of British
Columbia. The arbitrator’s award shall be final, and any court having
jurisdiction thereof may enter judgment upon it.
6.3 Notwithstanding
the foregoing, Licensor shall have the right to commence and prosecute any
legal or equitable action or proceeding before any court of competent
jurisdiction to obtain injunctive or other relief against Licensee in the event
that, in the opinion of Licensor, such action is necessary or desirable.
7. Waiver
7.1 No action of Licensor, other than express
written waiver, may be construed as a waiver of any provision of this
Agreement.
8. Right to
Information
8.1
Licensor may at any time inspect any records, accounts and books relating to the
use or reproduction of any of Licensed Material to ensure that the Licensed
Material is being used in accordance with this Agreement.
9.
Payment
9.1
Licensor reserves the right, in its
sole discretion, to revoke the license if payment is not made in full.
10.
Headings
10.1 The section headings used in this Agreement are
provided for the convenience for the parties only and shall not be used to
construe the meanings or intent of any term.
11. Entire
Contract
11.1 This Agreement expresses
the complete understanding of the parties and may not be amended except in
writing signed by both parties.
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