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End-User License Agreement for Royalty-Free Use of Digital Stock Images

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End-User License Agreement for Royalty-free Use of Digital Stock Images

THIS IS A CONTRACT BETWEEN THE END USER LICENSEE AND JACOBSON ASSOCIATES, INC. ("JAI"), A TEXAS CORPORATION. Definitions: The term "Licensee" as used herein means the person or legal entity who has legally acquired a license from JAI to use the Stock Images. Any photographs, illustrations, digital animations, videos or other visual representations, information and/or auditory representations in any format shall be defined as "Stock Images". JAI digital Stock Images include image files and related information, along with any replacements, modified versions, additions and copies provided to Licensee by JAI. Modifying Stock Images by combining all or part with other images, artworks or design elements to create something materially different shall be defined as "Derivative Works". If and only if Licensee agrees to the following terms and conditions, JAI grants Licensee a non-exclusive license to use JAI Stock Images as described below:

1.1 Subject to the restrictions in sub-section 1.2, the Licensee of the Stock Images MAY -
a. Make prints, modifications or Derivative Works of the Stock Images,
b. Incorporate the Stock Images or Derivative Works in any advertising and promotional materials such as ads, brochures, catalogs, business cards and presentations, for editorial use such as, books, magazines, newspapers, broadcast media, theatrical productions and product packaging in any quantity and for any geographic distribution area,
c. Incorporate the Stock Images as an element in Licensee’s web pages or e-publications at a resolution not to exceed 600 pixels, (larger sizes may be displayed provided adequate protection is in place to prevent copying),
d. Make hardcopy, poster and décor prints for personal use (not for resale),
e. Provide a temporary copy to others of those Stock Images and Derivative Works which are an integral part of Licensee's work product as reasonably required to produce a finished product in the normal course of Licensee's workflow,
f. Make one exact copy of the Stock Images, provided Licensee's copy is for backup purposes only, that Licensee copies all proprietary notices and licenses contained therein.

1.2 Licensee MAY NOT -
a. Use or copy the Stock Images, or any part thereof except as permitted by the terms of this License,
b. Use or permit the use of Stock Images, or any part thereof, as a trademark or service mark, or claim any proprietary rights of any sort in the Stock Images, or any part thereof,
c. Use or permit the use of Stock Images for the purpose of creating fine art, art prints, posters, calendars, bookmarks, e-cards, greeting cards, postcards, t-shirts, mugs, mouse pads, on demand printing services, web templates etc., for resale unless the Stock Image is made part of a Derivative Work, is not the primary or only element comprising the Derivative Work, and is not recognizable as the Stock Image, or unless a resale license fee has been paid, allowing use for any of these purposes,
d. Sell, sublicense, distribute or otherwise grant rights or make available for use by others all or a portion of the Stock Images in form or formats designed or intended for re-use or re-sale.

2. Copyright - The Stock Images are owned by JAI and protected by United States Copyright Law and International Treaty provisions. Licensee must treat the Stock Images just as Licensee would any other copyrighted material. Licensee may not copy the Stock Images, except as set forth in the "Use of Stock Images" section. Trademarks shall be used in accordance with accepted trademark practice, including the identification of trademark owner's name. Trademarks can only be used to identify printed or electronic output produced from the Stock Images. Such use of any trademark does not give Licensee any rights of ownership in that trademark. Except as stated above, this License does not grant Licensee any intellectual property rights in the Stock Images.

3. Transfer - Licensee may not rent, lease, sub-license or lend the Stock Images, or any copy thereof, to another person or legal entity who is not also a Licensee. Licensee may, however, transfer all of Licensee's rights to use the Stock Images to another person or legal entity who is not also a Licensee, provided that:
a. Licensee transfers this License, including all copies, updates and prior versions, (except work product incorporated into finished product as permitted under this license), to such person or entity,
b. Licensee retains no copies, including copies stored on a computer or other storage device, and
c. the receiving party agrees to be bound by the terms and conditions of this License.

4. Limited Warranty, Limitation of Liability - JAI warrants: (i) that it has the authority to license the Stock Images to Licensee, and (ii) that the media on which the Stock Images are recorded is free from defects in material and workmanship under normal use for a period of ninety (90) days from delivery to Licensee.

EXCEPT AS PROVIDED IN THE PRECEDING SENTENCE, THE STOCK IMAGES AND THE MEDIA UPON WHICH THEY ARE SUPPLIED ARE PROVIDED "AS IS". JAI EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, COURSE OF CONDUCT, AND USAGE OF TRADE. IT IS UNDERSTOOD THAT JAI IS UNDER NO OBLIGATION TO CONTINUE THE DEVELOPMENT OF ANY ADDITIONAL STOCK IMAGES OR TO CORRECT ANY ERROR, OMISSION OR MALFUNCTION THEREIN.

IN NO EVENT SHALL JAI BE LIABLE FOR ANY LOST PROFIT, INCIDENTAL, SPECIAL, PUNITIVE AND/OR CONSEQUENTIAL DAMAGES, WHETHER ARISING FROM CONTRACT OR NEGLIGENCE, EVEN IF JAI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LICENSEE'S SOLE REMEDY REGARDING DEFECTIVE PRODUCTS SHALL BE REPLACEMENT OF THE MEDIA AND PRODUCTS IN QUESTION WITH JAI'S MOST SIMILAR CURRENT OFFERING. IN NO EVENT SHALL JAI BE LIABLE FOR ANY AMOUNTS IN EXCESS OF THE AMOUNTS PAID BY LICENSEE TO JAI PURSUANT TO THIS AGREEMENT. Under certain circumstances, at its option, JAI may authorize a refund of the purchase price. Such refund would be less shipping, handling and media costs, and subject to removal of all copies of images from licensee's systems, networks, media and printed materials.

5. Governing Law and General Provisions - This License will be governed by the laws in force in the State of Texas excluding the application of its conflicts of law rules. This License will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. If any part of this License is found void and unenforceable, it will not affect the validity of the balance of the License, which shall remain valid and enforceable according to its terms. Licensee agrees that the Stock Images will not be shipped, transferred or exported into any country or used in an any manner prohibited by the United States Export Administration Act or any other export laws, restrictions or regulations.

6. Termination - This License shall automatically terminate upon failure by Licensee to comply with its terms. All copyright provisions and restrictions contained herein shall survive termination. This License may only be modified in writing signed by an authorized officer of JAI.

REV 07/08