XpressImages LICENSE AGREEMENT

PLEASE READ THE FOLLOWING TERMS AND CONDITIONS. YOUR ACCEPTANCE OF THESE TERMS IS A CONDITION OF YOUR USE OF OUR PRODUCTS.
1. DEFINITIONS

Image: The "Image" is defined as an XpressImages Image.

Purchaser: The "Purchaser" is defined as the end user for whom the image is purchased and who is the intended user. The Purchaser's use is limited to the single use of an image. 
You: In this document, "you" refers to the Purchaser.

2. LICENSE

Permitted Uses
The Purchaser has a nontransferable, nonexclusive right to:

(a) Back up, copy, or archive the Image 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.

(b) Use the Image in any electronic or print media, including advertising and editorial use, and consumer merchandise.

(c) Use the Image 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.

(d) Modify or alter the Image 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 XpressImages. 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 XpressImages. If requested by XpressImages, you agree to execute a written assignment of any such copyrights with respect to such derivative work.

(e) In the normal course of workflow, convey to a third party (such as a printer) temporary copies of the Image that are integral to your work product and without which the product could not be completed.

Prohibited Uses

You may not:

(a) Transfer the rights to the Image or accompanying materials except as specifically provided for elsewhere in this Agreement. All other rights are reserved by XpressImages.

(b) Reverse engineer, decompile, or disassemble any part of the Image or accompanying materials, subject to applicable law.

(c) Copy or reproduce the Image or accompanying materials except as specifically provided for in paragraph 2a & 2e.

(d) Remove any copyright or trademark from any place where it appears on the Image or its accompanying materials.

(e) Use the Image in any way that could be considered defamatory, libelous, pornographic, obscene, immoral, or fraudulent.

(f) Re-sell, distribute or sub-license the Image or the rights to use the Image to anyone for any purpose, except as specifically provided for elsewhere in this agreement. It is also prohibited to use the Image in a product whereby the purchaser or licensee of that product can then use the Image for its own purposes.

3. PAYMENT TERMS

Invoices will be issued after the Image has been downloaded and will be sent to the billing address by seperate mail.

No rights are granted until the invoice is paid in full. Any claims for adjustment of terms must be made to XpressImages within five (5) days of the receipt of the invoice, or the invoice will be deemed accepted.

4. TERMS

This License is effective until it is terminated. You can terminate this license by destroying the Image, along with any copies or archives of it, and any accompanying materials, and ceasing to use the Image 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 immediately, to cease using the Image for any purpose, and to confirm to XpressImages in writing that you have complied with these requirements.

5. LIMITED WARRANTY

XpressImages 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. XpressImages warrants that the copy of the 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 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. XpressImages DOES NOT WARRANT THAT THE 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.

6. LIMITATION OF REMEDIES

Replacement or Refund: XpressImages’s entire liability and your exclusive remedy, with respect to any claims arising out of your use of the Image or out of your actions in downloading the Image, shall be that you may be permitted to download the Image again, at a location XpressImages will provide for you. If you continue to be unable to download the Image, XpressImages will refund your money, provided XpressImages determines in its sole and absolute discretion that you have been unable to download the Image successfully.

UNDER NO CIRCUMSTANCES WHATSOEVER WILL XpressImages 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 EVEN IF XpressImages HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY.

7. INDEMNIFICATION

You agree to indemnify and hold XpressImages harmless against all claims or liability asserted against XpressImages arising out of or in connection with any breach or alleged breach of any of the terms of this Agreement.

8. GENERAL

1) 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 Image, pursuant to this Agreement.

2) Discontinuance of Use: XpressImages reserved the right to elect at any time to replace the Image with an alternative Image for any reason. Upon notice of such replacement, the license for the replaced Image terminates for any products that do not already exist, and this license automatically applies to the replacement Image. You agree not to use the replaced Image for future products and to take all reasonable steps to discontinue use of the replaced Image in products that already exist.

9. 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 XpressImages, WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN YOU AND XpressImages RELATING TO THE SUBJECT OF THIS AGREEMENT. THE EXPLANATIONS TO FAQ's AND OTHER EXPLANATIONS AND CONTENT PROVIDED IN XpressImages'S WEBSITE ARE FOR YOUR INFORMATION ONLY AND ARE NOT, AND SHALL NOT BE CONSTRUED AS, PART OF THIS AGREEMENT.