Royalty Free standard License Agreement

VectoRain Royalty-Free License Agreement

THIS LICENSE AGREEMENT IS A LEGAL / BINDING AGREEMENT BETWEEN YOU THE USER "LICENSEE" & VECTORAIN. IF THE LICENSEE DOES NOT AGREE AND HAS NOT EXERCISED THE RIGHTS GRANTED UNDER THIS AGREEMENT, THE LICENSEE MAY NOT USE THIS SITE.

1. License
Subject to the terms of this License Agreement, VECTORAIN grants Licensee a perpetual, worldwide, non-transferable, non-exclusive right to reproduce, transmit and display, in whole or in part, PR’S Royalty Free Vector(s).

2. Permitted Uses
(a) Print Media’s – In advertising and promotional materials.

(b) Editorial publications and consumer merchandise.

(c) Any Internet, online or web-based media.

(d) Broadcast and Theatrical exhibitions.

(e) Products intended for resale; provided these products are not intended to allow the re-distribution or re use of the Image(s);and

(f) Additional uses approved in writing by VECTORAIN.

Licensee may alter, crop, modify or adapt the Images in connection with the above permitted uses.  Licensee may make a back-up copy of the Image(s) for internal back-up purposes provided VECTORAIN’S copyright and any image identifying information embedded with the digital file is retained with the file. 

3. Restrictions on Use
Except as provided herein, Licensee may not

(a) Sublicense, sell, assign, convey or transfer any of its rights under this Agreement, but Licensee may sell or license derivative works incorporating the Images. However, Licensee may not include the Images in an electronic template intended to be used by third parties on electronic or printed products, where the purpose is to create multiple impressions, including but not limited to: website designs, presentation templates, electronic greeting cards, business cards, or any other electronic or printed matter without obtaining a license for such purpose.

(b) Sell, license or distribute its final product in such a way that permits

(c) Licensee's end users to extract or access the vectors as a stand-alone file.

(d) Incorporate the vectors into a logo, trademark or service mark.

(e) Distribute post or upload the Vector(s) online in a downloadable format or enable it to be distributed via mobile telephone devices.

(f) Use any vector in a pornographic, defamatory, libelous or otherwise illegal manner, whether directly or in context or juxtaposition with other materials.

(g) Use any of the Vectors in any manner prohibited by any export laws, restrictions or regulations.

4. Indemnity 
Licensee agrees to defend, indemnify and hold VECTORAIN and its affiliates and their respective officers, directors and employees harmless from all damages, liabilities and expenses (including reasonable attorneys' fees and costs), arising out of or as a result of claims by third parties relating to Licensee's use of any Image(s) outside the scope of this Agreement or any other breach by Licensee of this Agreement. 

5. Warranties and Limitation of Liability
VECTORAIN MAKES NO WARRANTIES, EXPRESS OR IMPLIED, REGARDING, INCLUDING, WITHOUT LIMITATION, FOR A PARTICULAR PURPOSE. VECTORAIN 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 IMAGES, OR OTHERWISE, EVEN IF PR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES. PR’S MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH LICENSEE'S USE OF OR INABILITY TO USE THE IMAGES (WHETHER IN CONTRACT, TORT OR OTHERWISE) SHALL, TO THE EXTENT PERMITTED BY LAW, BE LIMITED TO THE VALUE OF THE LICENSE PAID BY THE LICENSEE FOR THE USE OF THE VECTOR(S). 

6. Copyright Infringement and Liquidated Damages
In the event that the licensee utilizes any Image without or prior to the granting of a license, VECTORAIN reserves the right to seek damages through legal channels unless the licensee agrees to reimburse VECTORAIN, as liquidated damages, a sum equal to five (5) times the market value price charged for such use of a Royalty-Free image.
If the licensee fails to make the payment as outlined above, within five (5) days of PR’S invoicing such fee, this liquidated damage provision shall be void and PR reserves the right to sue for copyright infringement, including attorneys' fees and all associated costs. 

7.  Termination
The license contained in this Agreement will terminate automatically without notice from VECTORAIN if Licensee fails to comply with any provision of this Agreement. Upon termination, Licensee must immediately (i) stop using the Image(s), (ii) destroy or, upon the request of VECTORAIN, return the Images to VECTORAIN, and (iii) delete or remove the Images from Licensee's premises, computer systems and storage (electronic or physical).

8. Law / Attorney
This Agreement will be governed in all respects by the laws of the State of XXX, without reference to its laws relating to conflicts of law. The United Nations Convention on Contracts for the International Sale of Goods does not govern this Agreement. If VECTORAIN is obligated to go to court to enforce any of its rights, the Licensee agrees to reimburse VECTORAIN for its legal fees and disbursements if VECTORAIN is successful.

9. Entire Contract
This contract contains all the terms of the license agreement and no terms or conditions may be added or deleted unless made in writing and signed by an authorized representative of both parties. In the event of any inconsistency between the terms contained herein and the terms contained on any purchase order or other writing sent by Licensee, the terms of this Agreement shall govern.

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