CONTENT LICENSE AGREEMENT
This Agreement governs the terms by which clients of Home Brochures Incorporated obtain the right to use illustrations, layouts, and all other forms of sold media content provided by Home Brochures Incorporated through the web site located at homebrochures.net.
1. Standard License Terms
We hereby grant to you a perpetual, non-exclusive, non-transferable worldwide license to use the Content for the Permitted Uses (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 Home Brochures Incorporated or the supplier of the Content, as the case may be.
2. Permitted Standard License Uses:
(a) You may only use the Content for those advertising, promotional and other specified purposes which are Permitted Uses (as defined below). For clarity, you may not use the Content in products for resale, license or other distribution, unless (i) the original Content has been fundamentally modified or transformed sufficiently that it constitutes an original work entitling the author or artist to copyright protection under applicable law, and where the primary value of such transformed or derivative work is not recognizable as the Content nor is the Content capable of being downloaded, extracted or accessed by a third party as a stand-alone file (satisfaction of these conditions will constitute the work as a “Permitted Derivative Work” for the purposes of this Agreement). For example, you cannot superficially modify the Content, print it on a brochure, template or other item, and sell it to others for reproduction or re-sale. These uses will not be permitted as or constitute Permitted Derivative Works. If there is any doubt that a work is a Permitted Derivative Work, you should contact Home Brochures Incorporated for guidance. 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, although you may transfer files containing Content or Permitted Derivative Works to your clients, printers, or ISP for the purpose of reproduction for Permitted Uses, provided that such parties shall have no further or additional rights to use the Content and cannot access or extract it from any file you provide. 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 are entitled to utilize the Permitted Uses an unlimited number of times. You may physically transfer the Content and its archives from one location to another, in which case you may use the Content at the new location instead. If you require the Content to be in more than one location or accessible by more than one person, you must download the Content from the Site for each such use for a multi-seat license for the Content. 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.
(c) Permitted Uses. Subject to the restrictions described under Prohibited Uses below, the following are “Permitted Uses” of Content:
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advertising and promotional projects, including printed materials, presentations, and brochures (ie. not for mass resale or license);
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prints, posters (i.e. a hardcopy) and other reproductions for personal use or promotional purposes specified in (1) above, but not for mass resale, license or other distribution; and
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any other uses approved in writing by Home Brochures Incorporated.
If there is any doubt that a proposed use is a Permitted Use, you should contact Home Brochures Incorporated for guidance.
3. Standard License Prohibitions
(a) Prohibited Uses. You may not do anything with the Content that is not expressly permitted in the preceding section or permitted by an Extended License. For greater certainty, the following are “Prohibited Uses” and you may not:
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resell brochure design templates applications intended for resale, whether on-line or not;
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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, (this includes custom designed websites, as well as sites such as www.cafepress.com);
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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;
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use any of the Content as part of a trade-mark, design-mark, trade-name, business name, service mark, or logo;
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incorporate the Content in any product that results in a re-distribution or re-use of the Content or is otherwise made available in a manner such that a person can extract or access or reproduce the Content as an electronic file;
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use the Content in a fashion that is considered by Home Brochures Incorporated (acting reasonably) as or under applicable law is considered pornographic, obscene, immoral, infringing, defamatory or libelous in nature, or that would be reasonably likely to bring any person or property reflected in the Content into disrepute;
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use or display any Content that features a model or person in a manner that (i) would lead a reasonable person to think that such person uses or personally endorses any business, product, service, cause, association or other endeavour; or (ii) that depicts such person in a potentially sensitive subject matter, including, but not limited to mental and physical health issues, social issues, sexual or implied sexual activity or preferences, substance abuse, crime, physical or mental abuse or ailments, or any other subject matter that would be reasonably likely to be offensive or unflattering to any person reflected in the Content;
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to the extent that source code is contained within the Content, reverse engineer, decompile, or disassemble any part of such source code;
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remove any notice of copyright, trade-mark or other proprietary right from any place where it is on or embedded in the Content (such as the bottom back page of the brochure: ei "Printed by www.homebrochures.net";
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sub-license, re-sell, rent, lend, assign, gift or otherwise transfer or distribute the Content or the rights granted under this Agreement;
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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;
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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;
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use the Content for editorial purposes without including the following credit adjacent to the Content: Home Brochures Incorporated; or
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either individually or in combination with others, reproduce the Content, or an element of the Content, in excess of 500,000 times without obtaining an Extended License, in which event you shall be required to pay an additional royalty fee equal to US $0.01 for each reproduction which is in excess of 500,000 reproductions. This additional royalty does not apply to advertisements in magazines, newspapers or websites or to broadcast by television, web-cast or theatrical production.
4. Indemnification
You agree to indemnify, defend and hold Home Brochures Incorporated, and their respective directors, officers, employees, shareholders, partners and agents (collectively, the “Home Brochures Incorporated Parties”) harmless from and against any and all claims, liability, losses, damages, costs and expenses (including reasonable legal fees on a solicitor and client basis) incurred by any Home Brochures Incorporated Party as a result of or in connection with any breach by you or anyone acting on your behalf of any of the terms of this Agreement.
5. General Provisions
(a) You specifically agree and acknowledge that you reviewed the terms of this Agreement you agree to be bound by them.
(b) Home Brochures Incorporated 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 Home Brochures Incorporated prior written consent. Home Brochures Incorporated 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 the license granted to you, or of your use of the Content, pursuant to this Agreement.
(f) This Agreement will be governed under the laws of the state of Missouri and the federal laws of the Unites 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) Any and all disputes arising out of, under or in connection with this Agreement, including without limitation, its validity, interpretation, performance and breach, shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by a single Arbitrator appointed in accordance with such rules. The arbitration shall take place in Missouri, US of A and shall be conducted in the English language.
(h) The parties have requested that this Agreement and all related documents be drawn up in English.
11. Contact
If you have concerns relating to this Agreement, please contact Home Brochures Incorporated at sales@homebrochures.com or via phone at (407) 671-1433.
12. Acknowledgement
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 HOME BROCHURES INCORPORATED 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 HOME BROCHURES INCORPORATED, WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN YOU AND HOME BROCHURES INCORPORATED RELATING TO THE SUBJECT OF THIS AGREEMENT.