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When you subscribe to The Sign
Sign Passport you get only non-exclusive, non-transferable license to
use and modify the images in your personal and professional work.
You may modify and publish
all images as you wish in any personal, commercial or professional project
for decoration or illustration purposes even if you resell your work.
You can not in any way make the images available for download or distribution,
or give permission to download or save the images from your project as
clipart or graphics.
You may, of course, use these
graphics on the Internet in your various Web pages or on-line projects
provided that they are for viewing purposes only. You can not place these
graphics in, or build, an image collection, archive, gallery, clipart
site, or any other type of project that would encourage visitors to download
or save images.
ROYALTY-FREE LICENSE AGREEMENT
This is a legal agreement ("Agreement")
between you and The Sign Site ("Licensor"). Licensee's use,
or copying, of any Licensed Material or part thereof, as defined below,
constitutes your acceptance of this agreement.
BY SUBSCRIBING TO THE SIGN
SITE PASSPORT YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT AND
THE LICENSED MATERIAL USAGE SPECIFICATIONS SET FORTH HEREIN. IF YOU DO
NOT AGREE TO THE TERMS OF THIS AGREEMENT PLEASE DO NOT SUBSCRIBE TO THE
SIGN SITE PASSPORT. THIS AGREEMENT APPLIES TO LICENSES ISSUED VIA THE
WEB, AND IF APPLICABLE TO ONLINE, DIGITAL AND ANALOG (PHYSICAL) DELIVERY
OF LICENSED MATERIAL. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT THE ADMINISTRATORS
OF THE SIGN SITE. 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.
1. License Terms
1.1 Covered Materials
1.1.1 For the purpose of this
Agreement, "Licensed Material" shall mean any illustration,
visual representation 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 The Sign Site or its licensors and is protected by the United
Kingdoms copyright laws, international treaty provisions and other applicable
laws. No title to or intellectual property rights to the Licensed Material
are transferred to Licensee. The Sign Site 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 any
purposes except:
a. the images (Licensed Material)
may not be distributed, sublicensed or made available for use or distribution
as art for reproduction (clipart), any form of stock design, prints, negatives,
positives, mats, engravings, etc., without written permission from The
Sign Site; and no rights to the images may be granted other than the right
to use the images as part of the product made by you;
b. the images (Licensed Material)
used in electronic form, including multimedia applications and Internet
or intranet sites, should be for viewing purposes only, i.e., prepared
as embedded or inline graphics, and cannot be in a downloadable or FTP
format. Licensee may not post the Licensed Material online in a downloadable
format;
c. the images (Licensed Material)
may not be incorporated into a logo, trademark or service mark;
d. Pornographic, defamatory,
libelous or otherwise unlawful use of Licensed Material is strictly prohibited
whether directly or in context or juxtaposition with specific subject
matter.
1.2.2 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.
1.2.3 Licensee may alter, crop,
manipulate and create derivative works of the Licensed Material.
1.2.4 Licensee's rights to
the Licensed Material are worldwide and perpetual.
1.2.5 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 The
Sign Site Administrators.
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 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.
1.4.3 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; a. stop using the Licensed Material;
b. destroy or, upon the request of Licensor, return the Licensed Material
to Licensor (in the case of analogue materials); c. 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 United Kingdom, 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 the United Kingdom. The United Nations Convention on Contracts
for the International Sale of Goods does not govern this Agreement.
6.2 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 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.
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