CONTENT LICENSE AGREEMENT
This Agreement is for noncommercial use only and governs the terms by which clients of LexBen obtain the right to use stock photographic, illustrations, animations, video, footage, and other media content provided to clients of LexBen through the web site located at www.lexben.com (the “Site”) for their personal use.
1. Background of Agreement
(a) This is a fairly lengthy document, and it contains many important provisions that affect your rights and obligations. By selecting the “Accept” box at the end of this Agreement, you accept this Agreement and agree to be bound by its provisions. If you do not accept or agree with these terms, do not accept the Agreement and do not download the Content.
(b) In this Agreement: (i) “you” or the “Client” means you; (ii) “LexBen” or “we” means LexBen, a unit of InterHome Technologies, Inc., operator of the Site; and (iii) “Content” means any photographic image, illustration, animation, Flash file, film or video footage, visual representation generated optically, electronically, digitally or by any other means or in any media or other material that you are downloading from the Site, together with any accompanying material.
2. Standard License Terms
We hereby grant to you the right to make a specific number of printings of Content for the Permitted Use (as defined below). Unless the activity or use is a Permitted Use, you cannot do it. All other rights in and to the Content, including, without limitation, all copyright and other intellectual property rights relating to the Content, are retained by LexBen.
3. Permitted Standard License Use
(a) You may only use the Content for printing personal cards that contain all the elements of the PDF you select. For clarity, you may not use the Content in products for resale, license, or other distribution. For example, you cannot superficially modify the Content, print it on a t-shirt, mug, poster, template, or other item, and sell it to others for consumption, reproduction, or re-sale. These uses will not be permitted. Any use of the Content that is not a Permitted Use shall constitute infringement of copyright.
(b) Seat Restrictions. Only you are permitted to use the Content. You may install and use the Content in only one location at a time, although subject to the Prohibited Uses and the other terms of this Agreement. You may physically transfer the Content from one location to another, in which case you may use the Content at the new location instead. You may make one (1) copy of the Content solely for back-up purposes, and you must reproduce all proprietary notices on this single back-up copy.
If there is any doubt that a proposed use is a Permitted Use, you should contact LexBen for guidance.
4. Standard License Prohibitions
You may not do anything with the Content that is not expressly permitted in the preceding section. For greater certainty, the following are “Prohibited Uses” and you may not:
1. use the Content in design template applications intended for resale, whether on-line or not, including, without limitation, website templates, Flash templates, business card templates, electronic greeting card templates, and brochure design templates;
2. use or display the Content on websites or other venues designed to induce or involving the sale, license, or other distribution of “on demand” products, including postcards, mugs, t-shirts, posters, and other items (this includes custom designed websites, as well as sites such as www.cafepress.com);
3. use the Content in any posters (printed on paper, canvas or any other media) or other items for resale, license, or other distribution for profit;
4. use any of the Content as part of a trade-mark, design-mark, trade-name, business name, service mark, or logo;
5. incorporate the Content in any product that results in a re-distribution or re-use of the Content (such as electronic greeting card web sites, web templates and the like) or is otherwise made available in a manner such that a person can extract or access or reproduce the Content as an electronic file;
6. use the Content in a fashion that is considered by LexBen (acting reasonably) as or under applicable law is considered pornographic, obscene, immoral, infringing, defamatory, or libelous, or that would be reasonably likely to bring any person or property reflected in the Content into disrepute;
7. use or display any Content that features a model or person in a manner that would lead a reasonable person to believe that such person uses or personally endorses any business, product, service, cause, association, or other endeavor; remove any notice of copyright, trade-mark or other proprietary right from any place where it is on or embedded in the Content;
8. sub-license, re-sell, rent, lend, assign, gift or otherwise transfer or distribute the Content or the rights granted under this Agreement;
9. install and use the Content in more than one location at a time or post a copy of the Content on a network server or web server for use by other users;
10. use or display the Content in an electronic format that enables it to be downloaded or distributed via mobile devices or shared in any peer-to-peer or similar file sharing arrangement; or
11. use Content for any commercial, promotional, endorsement, advertising or merchandising use.
5. Term of Agreement
(a) This Agreement is effective until it is terminated. You can terminate this Agreement by destroying the Content, and ceasing to use the Content for any purpose. The Agreement also terminates without notice from LexBen if at any time you fail to comply with any of its terms. Upon termination, you must immediately (i) cease using the Content and for any purpose; (ii) destroy or delete all copies and archives of the Content or accompanying materials; and (iii) if requested, confirm to LexBen in writing that you have complied with these requirements.
6. General Provisions
(b) LexBen’s failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right.
(c) This Agreement is personal to you and is not assignable by you without LexBen’s prior written consent. LexBen may assign this Agreement without your consent to any other party so long as such party agrees to be bound by its terms.
(d) If all or part of any provision of this Agreement is wholly or partially unenforceable, the parties or, in the event the parties are unable to agree, a court of competent jurisdiction, shall put in place of such whole or part provision an enforceable provision or provisions, that as nearly as possible reflects the terms of the unenforceable whole or part provision.
(e) 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 your use of the Content, pursuant to this Agreement.
(f) This Agreement will be governed under the laws of the Commonwealth of Pennsylvania and the federal laws of the United States of America applicable therein (without reference to conflicts of laws principles). 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. You consent to service of any required notice or process upon you by registered mail or overnight courier with proof of delivery notice, addressed to the address or contact information provided by you at the time the Content was downloaded, or such other address as you may advise us in writing to use, from time to time.
(g) The parties have requested that this Agreement and all related documents be drawn up in English.
If you have concerns regarding this Agreement, please contact LexBen at firstname.lastname@example.org.
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND HAD AN OPPORTUNITY TO SEEK INDEPENDENT LEGAL ADVICE PRIOR TO AGREEING TO IT. IN CONSIDERATION OF LEXBEN AGREEING TO PROVIDE THE CONTENT, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND LEXBEN, WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN YOU AND LEXBEN RELATING TO THE SUBJECT OF THIS AGREEMENT.
© LexBen, a Unit of InterHome Technologies, Inc., 2012. All rights reserved.