SCHEDULE A - NO STRINGS END-USER LICENSE AGREEMENT
THIS IS A LEGAL AGREEMENT BETWEEN YOU AND NO STRINGS (VAN PARYS MEDIA sa) PLEASE READ THIS AGREEMENT CAREFULLY BY DOWNLOADING AND/OR USING ANY NO STRINGS PRODUCT YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.
IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF YOUR EMPLOYER, THIS LICENSE AND ALL THE RESTRICTIONS AND LIMITATIONS RECITED HEREIN APPLY TO YOUR EMPLOYER AS WELL AS TO YOU AS A REPRESENTATIVE OF YOUR EMPLOYER.
ALL NO STRINGS IMAGES ARE COPYRIGHTED AND ALL RIGHTS TO THESE IMAGES ARE OWNED BY NO STRINGS AND/OR ITS LICENSORS. NO STRINGS RETAINS ALL RIGHTS NOT SPECIFICALLY GRANTED TO YOU BY THIS AGREEMENT. YOUR RIGHT TO USE ANY OF OUR IMAGES IS SUBJECT TO YOUR FULL PAYMENT OF THE LICENSE AND THE RESTRICTIONS SET FORTH IN THIS AGREEMENT.
1. Rights Granted
1.1 By this Agreement, No Strings grants you a personal, non-exclusive and non-transferable right to use and reproduce, for your own commercial or non commercial use, on a worldwide and perpetual basis, the images included or not in the VCD (hereinafter "the Images"), in the following ways:
Print usage: refers to any type of printed, tangible materials including advertising, promotional materials, publications or products (including for sale products).
Non-print usage: refers to any digital or electronic materials including websites, multimedia presentations and CD-ROMs provided that no Image is at a resolution greater than 480 by 640 pixels (72 dpi) and each Image is incorporated into a design in such a fashion that it is clearly not intended to be separately downloaded, copied or distributed by any third party.
NOTE: IMAGES ARE NOT SOLD, THEIR USE IS LICENSED TO YOU.
2. Restriction on Use
2.1 The rights hereby granted to you are non-transferable which means that any work that you produce using an Image must be for your own use, or for the use of your direct employer, client or customer, who must be the end-user of your work. You may not sublicense, sell, assign, convey, loan, give or otherwise transfer to anyone the CD-ROM or any of the Images contained on the CD-ROM or the right to use the CD-ROM or the Images except insofar as an Image has been included by you into one of the authorized uses referred to in Section I above and nothing you produce shall grant or purport to grant to any third party a right to use or reproduce the Images. You hereby agree to take all commercially reasonable steps to prevent third parties from duplicating or distributing the Images.
2.2 If Images are licensed by a company, they may be shared by creating an Image library, Image storage jukebox, network configuration or similar arrangement as long as no more than ten (10) specific employees of the company have access to the Images. This is not a
simultaneous user agreement.
2.3 Except as specifically provided in the previous paragraph, the Images may not be shared or copied and you may not create a network of servers, either with or without a central location to enable others to share the Images.
2.4 The Images may not be used as part of a logo, trade name, service mark or trademark or infringe on anyone ¥s logo, trade name, service mark or trademark.
2.5 The Images may not be posted online nor placed in any other electronic distribution system in a downloadable format, FTP or similar nor enabled to be distributed via mobile telephone devices.
2.6 The Images may not be used for any pornographic, unlawful purpose or use or to defame any person or violate any person's right of privacy or publicity or to infringe upon any copyright, trade name, trademark or service mark of any person or entity. Advance written permission from No Strings is required for use of Images for sensitive subjects, including without limitation, topics that may depict the subject matter of an Image in a negative or unfavorable light or subject persons to ridicule, and topics regarding all sexual issues, substance abuse, physical or mental abuse, alcohol, drugs, tobacco, AIDS, cancer, or serious physical or mental ailments, or the disparagement of a person or product.
2.7 Upon notice of discontinuance of a license for any particular Image, you agree not to use such Image in the future. To the fullest extent permitted by law, your sole remedy for any recalled Image shall be, at No Strings' sole discretion, the replacement of such recalled Image with another Image or refund of any license fee paid attributable to such recalled Image.
3. Unauthorized uses and Indemnity
3.1 Any use of any Image and/or CD-ROM in a manner not expressly authorized by this Agreement or in breach of a term of this Agreement constitutes copyright infringement, entitling No Strings to exercise all rights and remedies available to it under copyright laws around the world. You shall be responsible for any damages resulting from any such copyright infringement, including without limitation any claims by a third party and you hereby agree to indemnify and hold No Strings and its licensors harmless against any damages or liability of any kind (including attorneys fees) arising from any use of the CD-ROM or Images other than the uses specifically permitted by this Agreement.
4.1 No Strings warrants any No Strings VCD to be free from defects in material and workmanship for ninety (90) days from delivery. Your sole and exclusive remedy for a breach of this warranty is the replacement of the VCD or refund of the purchase price, at No Strings sole option. EXCEPT AS PROVIDED IN THIS SECTION, NO STRINGS MAKES NO WARRANTIES (EXPRESS OR IMPLIED) WITH RESPECT TO IMAGES OR TO NO STRINGS' S PERFORMANCE OF ITS OBLIGATIONS. NO STRINGS DOES NOT WARRANT THAT CAPTION INFORMATION IS ACCURATE. NO STRINGS MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED REGARDING ANY IMAGES, OR ANY RIGHTS OR LICENSES UNDER THIS AGREEMENT INCLUDING, WITHOUT LIMITATION, THAT THE IMAGES ARE ERROR FREE, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE AND FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT.
5. Limitation of Liability
5.1 Neither No Strings nor its directors, officers, employees, partners, licensors, or distributors shall be held liable for any indirect, consequential, punitive, or incidental damages arising out of, or the inability to use, the CD-ROM or an Image, even if No Strings has been advised of the possibility of such damages. In any event, the limit of liability of No Strings shall be the fee paid for the No Strings distribution agreement for single images.
6.1 Should any provision of this Agreement be found invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected and shall remain in full force and effect.
7. Law and Venue
7.1 This Agreement, and all matters collateral thereto, shall be governed by and construed in accordance with the laws of Spain, excluding the application of its conflicts of law rules, and any dispute arising hereunder shall be litigated solely in a court of competent jurisdiction in Brussels, Belgium. Notwithstanding the foregoing, this provision shall not prevent Van Parys Media trading under the name of No Strings, from addressing any competent court, tribunal or venue to which it might be entitled, in order to seek for interim measures or any other legal remedies.
This Agreement shall not be governed by the United Nations Convention on Contracts for the
International Sale of Goods, the application of which is expressly disclaimed.
© 2007 NO STRINGSÆ. All rights reserved