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EUROSTOCK LIMITED RIGHTS MANAGED IMAGE LICENSE AGREEMENT
THE FOLLOWING TERMS AND CONDITIONS FORM OUR CONTRACT WITH YOU. YOUR ACCEPTANCE OF THESE TERMS IS AN ABSOLUTE CONDITION OF YOUR USE OF ANY LICENSED IMAGE.
1. DEFINITIONS
"Selected Image" is any Eurostock Rights Managed Photographic Digital Image, which is licensed to the Licensee pursuant to this agreement. The "Licensee" is the person or entity which obtains a license for its own use and who is the intended end user.
A "Disclosed Agent" is a party who obtains a license on behalf of a Licensee. The Disclosed Agent may be a design firm, freelancer, employee, or any other party contracted by the Licensee. The Disclosed Agent and the Licensee are both bound by these terms.
"You" and "your" refer both to the Licensee and to the Disclosed Agent, as applicable.
"Eurostock" refers to Eurostock, its subsidiaries, affiliates, officers, directors, and anyone acting on its behalf and with its authority.
"Pull Down Menus" refer to choices available as part of the Image Selection Process provided by Eurostock. This process determines what rights are licensed, the applicable fees, duration and scope of the license and other pertinent information. The Pull Down Menus form a part of this Agreement.
2. IDENTIFICATION OF LICENSEE
Proper identification of the Licensee is a material term of this Agreement. No license is granted until the Licensee is accurately identified as required by the Pull Down Menu.
3. LICENSE
| 3.1. | | Territory The territory within which the Selected Image may be used is determined by Licenser's selection on the Pull Down Menu.
| | 3.2. | | Permitted Uses Use of any Selected Image licensed hereunder is determined by the selection made by Licensee in the selection process, all on a non-exclusive and non-transferable basis. All other rights to each Selected Image, including without Eurostock retains limitation, copyright.
| | 3.3. | | Term of License the term or duration of the License granted is one year from the date the license is issued unless otherwise selected by Licensee from the Pull Down Menu.
| | 3.4. | | Rights of Disclosed Agents The Disclosed Agent is granted the licensed rights solely in connection with the specified use to be made of the Selected Image by the Licensee.
| | 3.5. | | Prohibited Uses You may not:
Transfer any rights to any Selected Image except as specifically provided for in this Agreement. Eurostock reserves all other rights.
Reverse engineer, decompile, or disassemble any part of any Selected Image except as permitted by applicable law.
Copy or reproduce any Selected Image in any way except as specifically provided for herein.
Remove any copyright information from any Selected Image.
Use any Selected Image in any way that could be considered defamatory, libelous, pornographic, obscene, immoral, or fraudulent.
Re-sell, distribute or sub-license any Selected Image or the rights to use the Selected Image to anyone for any purpose, except as specifically provided for in this Agreement.
Modify or alter any Selected Image for any purpose, except as specifically authorized in this Agreement. Any such modification shall belong to Eurostock. If requested by Eurostock, you shall execute a written assignment of any copyrights with respect to such derivative work.
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4. LIMITED WARRANTY
Eurostock represents that it has the right to enter into this Agreement and has the right to grant this license under the terms provided in this Agreement. Eurostock warrants that the copy of the Selected Image supplied to you will be free from defects in materials and workmanship under normal use for a period of 30 days from the date you download it.
EXCEPT AS PROVIDED ABOVE, THE SELECTED IMAGE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. EUROSTOCK DOES NOT WARRANT THAT THE SELECTED IMAGE 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 IMAGE IS WITH YOU.
Certain states 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 state to state.
5. LIMITATION OF REMEDIES
| 5.1. | | Replacement of Selected Image or Refund of License fee:
Eurostock 's entire liability and your exclusive remedy, with respect to any claims arising out of your use of the Selected Image or your downloading of the Selected Image, will be permission to download the Selected Image again or, if that fails, at Eurostock 's sole election to supply a copy of the Selected Image on a CD Disc, or to refund your money.
| | 5.2. | | No Money Damages Available:
UNDER NO CIRCUMSTANCES WHATSOEVER WILL EUROSTOCK BE LIABLE TO YOU FOR ANY DAMAGES, INCLUDING ANY LOST PROFITS, LOST SAVINGS, OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE SELECTED IMAGE EVEN IF EUROSTOCK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY.
Some states do not allow the limitations or exclusion of liability for incidental or consequential damages. If you reside in those states, the above limitation or exclusion may not apply to you.
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6. INDEMNIFICATION
You agree to and hereby indemnify and hold Eurostock harmless against any and all claims or liability asserted against Eurostock arising out of or in connection with any breach or alleged breach of any of the terms of this Agreement or your unauthorized use of any Selected Image.
7. GENERAL TERMS
| 7.1. | | Enforceability If any provision of this Agreement is held not to be enforceable, such provision shall be reformed only to the extent to make it enforceable.
| | 7.2. | | Taxes and Duties 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 Selected Image as authorized in this Agreement.
| | 7.3. | | Substitution of Selected Image Eurostock reserves the right at any time to replace the Selected Image with an alternative Image for any reason. Upon notice of such replacement, the license for the Selected Image terminates for any products or usage that does not already exist, and this license automatically applies to the replacement Image. You agree not to use the Selected Image for any future use and to take all reasonable steps to discontinue use of the Selected Image in products that already exist.
| | 7.4. | | Governing Law This Agreement, and its validity and effectiveness, shall be interpreted under and governed by the laws of the State of Massachusetts.
| | 7.5. | | Jurisdiction all court proceedings shall be brought in the Federal or State Courts situated in Essex County, Massachusetts. You agree to reimburse Eurostock for its legal fees, costs and disbursements if Eurostock is the prevailing party, and you consent to service of any required notice or process upon you by registered mail or overnight courier with proof of delivery, to the address you provided to Eurostock when you apply for a license, as provided herein.
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YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, INCLUDING THE APPLICABLE PULL DOWN MENUS WHICH ARE PART OF 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 EUROSTOCK, WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN YOU AND EUROSTOCK RELATING TO THE SUBJECT OF THIS AGREEMENT.
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