THIS IS A LEGAL AGREEMENT (HEREINAFTER REFERRED TO AS "AGREEMENT") BETWEEN YOU (HEREINAFTER REFERRED TO AS "LICENSEE") AND CLEGGSTOCK IMAGE LLC (HEREINAFTER REFERRED TO AS "CLEGGSTOCK IMAGE"). THIS AGREEMENT APPLIES TO COMP IMAGES DOWNLOADED FROM THIS WEBSITE AND THE LICENSING OF COMP IMAGES BY CLEGGSTOCK IMAGE TO YOU.
You may download comping image files from Cleggstock Image’s website. These comping images are intended for being viewed in more detail and cannot be used in your final product. By downloading the comps, you agree to be bound by the terms and conditions of this Agreement.
If you have registered for Cleggstock Image account, you may be able to access Image(s) without a visible watermark. If you are not a registered user, you may download only visibly watermarked Images.
Grant of License
Cleggstock Image grants to you, for a period of thirty (30) days of the date of download, a non-exclusive, non-sublicensable, non-transferable and non-assignable right to use the Image(s) and any derivative works and/or copies on your personal computer, solely for internal evaluation and/or to create preliminary layouts and comps to determine whether the Image is suitable for your intended use. You may only make one copy of any such Image into your personal computer. The Image(s) may be used in materials for personal, non-commercial use and test or sample use, including comps and layouts. Upon termination, you must immediately stop using the Image(s) and delete/destroy any digital copy of the Image(s).
All Images are the property and copyright of Cleggstock Image. No ownership or copyright in any Image shall transfer to any Licensee by the grant of the license contained in this Agreement or in an Invoice. All rights not specifically herein granted to a Licensee are reserved to Cleggstock Image.
Restrictions on Comp Image Use
Under the terms of the present agreement, you may not:
- Use any comping image(s), in whole or in part, in any final materials including, but not limited to, advertising and marketing materials or in any online, broadcast or other electronic distribution system, (except that you may transmit comps digitally or electronically to your clients for their review), communication, websites, marketing or promotional materials, multimedia projects, video or graphic design projects;
- Distribute, sell, sublicense or make available for use or distribution, by any means, any comping image(s) whether in whole or in part;
- Share or copy any comping image(s) for example by including it in a disc library, digital media storage facility, network configuration or other similar arrangement;
- Use any comping image for or in association with any pornographic purposes, or in any manner whatsoever which is, or might reasonably be, regarded as libelous or defamatory, fraudulent or infringing;
- Use or allow the use of any comping image in a way that violates any person’ right of privacy or publicity;
- Remove any watermark, caption or metadata from any Cleggstock Image’s comping images.
Any use of Image(s) in a manner not expressly authorized by/or in breach of this Agreement constitutes copyright infringement, entitling Cleggstock Image to exercise all rights and remedies available under applicable copyright laws around the world. The Licensee shall be liable for any damages arising from any infringement or misappropriation of intellectual property or other proprietary or publicity rights, including any claims by a third party. In addition, and without prejudice to Cleggstock Image’s other remedies hereunder, Cleggstock Image reserves the right to charge and the Licensee agrees to pay a fee equal to ten (10) times the amount of Cleggstock Image’s standard license fee for unauthorized use of the Image(s). If you subsequently fail to make such payment Cleggstock Image shall have the right to sue you for copyright infringement and breach of contract.
Notification of Misuse/Infringement
It shall be the Licensee's responsibility to immediately notify Cleggstock Image if the Licensee becomes aware or have reasonable suspicion that any third party who has gained access to the Image(s) through the Licensee is wrongfully using any of the Image(s), in whole or in part, or is violating any of Cleggstock Image's intellectual property rights, including, but not limited to, trademarks and copyrights.
Cleggstock Image identified the caption for each of the Images to the best of its ability, but cannot be held responsible for erroneous or incomplete information contained in any such caption.
Warranty and Disclaimer
Cleggstock Image warrants that: (i) it has all the necessary rights and authority to enter into and perform this Agreement; (ii) the Image(s) will be free from defects in material and workmanship for thirty (30) days from the date of delivery. The Licensee’s sole and exclusive remedy for a breach of this warranty is the replacement of the defective Image(s).
Cleggstock Image makes no other warranties, express or implied, regarding the Images and Image metadata, included but not limited to any implied warranties of merchantability or fitness for any particular purpose.
Limitation of Liability
Under no circumstances, except for any liability which cannot by law be excluded or limited, will either Cleggstock Image or its officers, directors, employees or other representatives be liable to the Licensee or any other person or entity for any direct, indirect, special, punitive, statutory, incidental or consequential damages, or lost profits or other similar damages, costs or losses arising out of the Licensee’s use of the Images, even if Cleggstock Image has been advised of the possibility of such damages, costs or losses.
In any event, the limit of liability of Cleggstock Image arising from or in connection with the Licensee’s use of or inability to use any of the Images (whether in contract, tort or otherwise) shall, to the extent permitted by law, be the amount of the license fee paid by the Licensee for the Image(s)
The Licensee shall defend, indemnify and hold Cleggstock Image and its content providers, respective officers, directors, employees, subsidiaries, affiliates and partners harmless against all claims, liabilities, damages, losses, expenses or costs including reasonable attorneys’s fees and costs that may result from: (i) the Licensee’s breach of any terms, conditions or restrictions of this Agreement, (ii) the Licensee's unauthorized use of the Image(s), (iii) the Licensee’s failure to obtain any required release.
Governing Law. This Agreement shall be governed in all respects by the laws of The State of Delaware and applicable U.S. Federal law, without reference to its laws relating to conflicts of law. Any dispute arising under or otherwise concerning this Agreement shall exclusively be resolved in state or federal courts located in New Castle County, Delaware, United States of America, and each party agrees not to contest the personal jurisdiction of these courts. The UN Convention on Contracts for the International Sale of Goods does not govern this Agreement. Notwithstanding the aforementioned, Cleggstock Image shall be entitled to commence and prosecute any legal or equitable or any reasonable action or proceeding before any non-US court of competent jurisdiction to seek any injunctive or other relief against the Licensee in the event that, in the reasonable opinion of Cleggstock Image, such action is necessary or desirable.
If Cleggstock Image is forced to defend a lawsuit or pursue claims or a suit as a result of any breach hereof, Cleggstock Image shall be entitled to the payment by the Licensee of Cleggstock Image’s reasonable attorney’s fees and/or legal costs incurred.
No waiver. No action by Cleggstock Image other than an express written waiver or amendment may be interpreted as a waiver of any provision contained herein.
Severability. If any provision contained in the Agreement shall be held to be invalid, illegal or unenforceable for any reason, it will not affect the validity of the remaining provisions and each will continue to be valid and enforceable.
Entire Agreement. This Agreement and the applicable Invoice contains all of the terms and conditions of the contractual relationship between Cleggstock Image and the Licensee and represents the entire understanding between the parties. No terms and/or conditions may be added or deleted unless executed in writing and signed by authorized representatives of both parties. In the event of any conflict between the terms contained herein and the terms contained in any purchase order or other communication sent by the Licensee, the terms of this Agreement shall prevail.
If you are unsure of your rights under this License Agreement or would like to acquire additional rights, please contact us at our number +1-616-202-6662 or send us an email at info (at) cleggstockimage.com.
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