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ROYALTY FREE LICENSE AGREEMENT 1. ESSENTIAL INFORMATION PLEASE READ THE FOLLOWING TERMS AND CONDITIONS. YOUR ACCEPTANCE OF THESE TERMS IS AN ABSOLUTE CONDITION OF YOUR USE OF THIS PRODUCT. 2. LICENSE a) Geographic limits: This License Agreement governs your use of mvlandscapes.com Royalty Free Image(s) ("the Image(s)"), provided by mvlandscapes.com, Inc. ("mvlandscapes.com"). mvlandscapes.com licenses to you the use of the Image(s) only as provided below in the United States and other countries on a non-exclusive and non-transferable basis. All other rights to the Image(s), CD-ROM and accompanying materials (if applicable), including without limitation, copyright and all other rights, are retained by mvlandscapes.com. b) Number of Users: THIS IS A TEN (10) PERSON MULTI-LICENSE AGREEMENT. You and nine (9) other designated people are permitted to use the Image(s). THIS IS NOT A SIMULTANEOUS USE LICENSE. You may not allow more than ten designated people, whether employees or contractors, access to or use of the Image(s), even if only ten people are using the Image(s) at the same time. You may not use the Image(s) on a server or create any other image library that permits access to more than ten designated people. You may only use the image on websites that you own. You may not use one image for multiple client websites or websites with different owners. c) Permitted Uses. You may: (i) Back up, copy, or archive the Image(s) as necessary for internal use, and only as necessary for that use. Any copy or archive you make must include the Image's copyright information. (ii) Use the Image(s) in any electronic or print media, including advertising and editorial use, and consumer merchandise. (iii) Use the Image(s) for any items for resale, including book covers and consumer merchandise, provided these products are not intended to allow the re-distribution or re-use of the Image(s). (iv) Modify or alter the Image(s) as necessary for your use, as allowed for elsewhere in these terms and conditions, provided that the rights to any derivative work shall belong to mvlandscapes.com. You may use such derivative work only as permitted in accordance with these terms and conditions. All copyrights with respect to such derivative work are assigned to mvlandscapes.com, which assignment the parties hereby agree is valid under the U.S. Copyright Law. If requested by mvlandscapes.com, you agree to execute a written assignment of any such copyrights with respect to such derivative work. (v) In the normal course of workflow, convey to a third party (such as a printer) temporary copies of the Image(s) that are integral to your work product and without which the product could not be completed. d) Prohibited Uses: You may not: (i) Transfer the rights to the Image(s), CD-ROM or accompanying materials (if applicable), except as specifically provided for elsewhere in this Agreement. All other rights are reserved by mvlandscapes.com. (ii) Reverse engineer, decompile, or disassemble any part of the Image(s), CD-ROM or accompanying materials (if applicable), subject to applicable law. (iii) Copy or reproduce the Image(s), CD-ROM or accompanying materials (if applicable), except as specifically provided for in paragraph 2(c). (iv) Remove any copyright or trademark from any place where it appears on the Image(s) or its accompanying materials. (v) Use the Image(s) in any way that could be considered defamatory, libelous, pornographic, obscene, immoral, or fraudulent. (vi) Display the Image(s) in any digital format or for any digital use at a resolution greater than 640x480 pixels, except in editorial or preliminary design work. Doing so will be viewed as an attempt to distribute the Image(s) in violation of this Agreement. We are specifying this so that no one can steal the Image(s) from you, even if that was not your intention. (vii) Use the Image(s) or any part of it as part of a trademark, service mark, or logo. mvlandscapes.com retains the full rights to the Image(s), and therefore you cannot establish your own rights over any part of it. (viii) Re-sell, distribute or sub-license the Image(s), CD-ROM (if applicable), or the rights to use the Image(s) to anyone for any purpose, except as specifically provided for elsewhere in this agreement. mvlandscapes.com is in the business of licensing images to its customers. It is the specific intent of this provision to prohibit a purchaser or licensee of mvlandscapes.com’s images from using the Image(s) to enter, either directly or indirectly, a similar or competing business. It is also prohibited to use the Image(s) in a product whereby the purchaser or licensee of that product can then use the Image(s) for its own purposes. 3. PAYMENT TERMS No rights are granted until the invoice is paid in full. A service charge of two percent (2%) per month, or such lesser amount allowed by law, will be charged thereafter on any unpaid balance. And claims for adjustment of terms must be made to mvlandscapes.com within five (5) days of the receipt of the invoice. Prices can be found on mvlandscapes.com's website or by emailing info@mvlandscapes.com. 4. TERMS AND PHOTO CREDIT This License is effective until it is terminated. You can terminate this license by destroying the Image(s), along with any copies or archives of it, and any CD-ROM or accompanying materials (if applicable), and ceasing to use the Image(s) for any purpose. The license also terminates if at any time you fail to comply with the terms of this Agreement. If this happens, you hereby agree to destroy all copies and archives of the Image(s), to cease using the Image(s) for any purpose, and to confirm to mvlandscapes.com in writing that you have complied with these requirements. mvlandscapes.com requests the phrase Photo: mvlandscapes.com appear adjacent to the Image or on a credit page. 5. LIMITED WARRANTY mvlandscapes.com represents that it has the right to enter into this Agreement and has the right to grant this license under these terms. mvlandscapes.com warrants that the Image(s) and/or CD-ROM (if applicable) will be free from defects in materials and workmanship under normal use for a period of 30 days from the date you download or receive it. EXCEPT AS PROVIDED ABOVE, THE IMAGE(S), CD-ROM AND ACCOMPANYING MATERIALS (IF APPLICABLE) ARE 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. mvlandscapes.com DOES NOT WARRANT THAT THE IMAGE(S) 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(S) IS WITH YOU. SHOULD THE IMAGE(S) PROVE DEFECTIVE, YOU (AND NOT mvlandscapes.com OR AN AUTHORIZED PERSONNEL OR OTHER COMPUTER DEALER) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. 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. 6. LIMITATION OF REMEDIES a) Replacement or Refund: mvlandscapes.com’s entire liability and your exclusive remedy, with respect to any claims arising out of your use of the Image(s) or CD-ROMs (if applicable), or out of your actions in downloading the Image(s), shall be as follows: Downloaded Images: If the images cannot be emailed to you, you may be permitted to download the Image(s), at a location mvlandscapes.com will provide for you. If you continue to be unable to download the Image(s), mvlandscapes.com will refund your money, provided mvlandscapes.com determines in its sole and absolute discretion that you have been unable to download the Image(s) successfully. CD-ROMs: As provided for in the warranty above, you can receive a replacement CD-ROM by returning the CD-ROM and a copy of your receipt to mvlandscapes.com, or to a distributor authorized by mvlandscapes.com. If mvlandscapes.com or its authorized distributor is unable to provide you with a replacement CD-ROM which is free from defects in materials or workmanship, you may terminate this Agreement by returning the CD-ROM and mvlandscapes.com will refund your money. b) No Money Damages: Under no circumstances whatsoever will mvlandscapes.com 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 Image(s) even if mvlandscapes.com or a distributor authorized by mvlandscapes.com 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, so the above limitation or exclusion may not apply to you. 7. INDEMNIFICATION You agree to indemnify and hold mvlandscapes.com harmless against all claims or liability asserted against mvlandscapes.com arising out of or in connection with any breach of any of the terms of this Agreement. 8. GENERAL a) Restricted Rights to the US Government: If the Image(s) is purchased by or provided to the United States Government then it is provided with restricted rights. Such restricted rights are defined in the Defense Department Supplement to the Federal Acquisitions Regulations (“FAR”) in paragraph S2.227.19(c)(2) of the FAR. Your use of the Image(s) must be in compliance with all laws and regulations including those pertaining to currency, trademarks, and moral rights. b) Additional Rights: If you would like to discuss the acquisition of further rights than are provided for under this Agreement, please call mvlandscapes.com at 1-800-225-2722 concerning a separate license. c) Uniform Commercial Code: You agree that this Agreement is subject to Article 2 of the Uniform Commercial Code and agree to be bound by same. d) Governing Law: You agree that the Image(s) will not be shipped, transferred or exported into any country or used in any manner prohibited by the United States Export Administration Act or any other export laws, restrictions or regulations. You, the user, shall at your own expense promptly obtain and arrange for the maintenance of all non-USA government approvals, if any, and comply with all laws and regulations as may be necessary, for company’s performance under this Agreement. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. e) Enforceability: If any provision of this Agreement is held to be not enforceable, such provision shall be reformed only to the extent to make it enforceable. f) Taxes and other: 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 license granted to you, or of your use of the Image(s), pursuant to this Agreement. g) Discontinuance: mvlandscapes.com reserved the right to elect at a later date to replace the Image(s) with an alternative for any reason. Upon notice of such replacement, the license for the replaced Image(s) terminates for any products that do not already exist, and this license automatically applies to the replacement Image(s). You agree not to use the replaced Image(s) for future products and to take all reasonable steps to discontinue use of the replaced Image(s) in products that already exist. 9. ARBITRATION A material part of this contract is the Agreement to arbitrate. Any and all disputes arising out of, under or in connection with this Agreement, with the exception of copyright claims, including without limitation, its validity, interpretation, performance and breach, shall be submitted to arbitration in Somerset, Massachusetts, pursuant to the rules of the American Arbitration Association in effect at the time arbitration is demanded. Judgment upon any award rendered may be entered in the highest court of the forum, State or Federal, having jurisdiction. This Agreement, its validity and effect, shall be interpreted under, and governed by, the laws of the State of Massachusetts, and you agree that the arbitrators shall award all costs of arbitration, including legal fees, plus legal rate-of-interest to the successful party. Copyright infringement claims shall be brought in the Federal District Court of the District of Massachusetts. You consent to service of any required notice or process upon you by registered mail or overnight courier with proof of delivery. 10. LEGAL FEES AND JURISDICTION If mvlandscapes.com is obligated to go to court, rather than arbitration, to enforce any of its rights, or to collect any fees, you agree to reimburse mvlandscapes.com for its legal fees, costs and disbursements if mvlandscapes.com is successful. You agree that the Superior Court of Massachusetts, Dukes County and the United States District Court for the District of Massachusetts are the agreed and appropriate forums for any such suit, and consent to service of process by registered mail or overnight courier with proof of delivery. 11. ENTIRE CONTRACT 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 MVLANDSCAPE.COM, WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN YOU AND mvlandscapes.com RELATING TO THE SUBJECT OF THIS AGREEMENT. THE EXPLANATIONS TO FAQ'S AND OTHER EXPLANATIONS AND CONTENT PROVIDED IN MVLANDSCAPE.COM'S WEBSITE ARE FOR YOUR INFORMATION ONLY AND ARE NOT, AND SHALL NOT BE CONSTRUED AS, PART OF THIS AGREEMENT. 1001 |
