This section contains the license agreements for Arial Software
HTML template products.
LICENSING OVERVIEW:
The Arial Software License Agreement governs usage of the HTML
templates you purchase from Arial Software. Royalty-free HTML templates
can be used for multiple projects across a broad range of media
over an unlimited period of time, but also require that you agree
to the terms of the License Agreement. (Pornographic, defamatory,
libelous or otherwise unlawful use of any templates is prohibited.)
HTML templates are not licensed for use in a downloadable or FTP
format.
Arial Software License Agreement: Royalty-Free HTML templates
Arial Software Royalty-Free License Agreement
This license agreement ("Agreement") is between you,
the party licensing imagery through this Agreement ("Licensee"),
and Arial Software ("Licensor"). Licensee's use of the
Digital Media as defined below constitutes your acceptance of the
terms of this Agreement.
1. LICENSE TERMS
1.1 Covered Materials.
1.1.1 The HTML templates, photographs, fonts, illustrations, film
clips, audio clips, software and any and all other media and content
in any form delivered to Licensee by Licensor, whether via CD-ROM,
by download from Licensor's website or otherwise (collectively,
the "Digital Media") are licensed, not sold, to Licensee
by Licensor for use pursuant to the terms of this Agreement.
1.1.2 Licensee may own the media on which the Digital Media are
recorded, but Licensor, for itself or on behalf of its contributors,
retains ownership of the Digital Media.
1.1.3 Any reference in this Agreement to the Digital Media shall
be to each individual item within the Digital Media and also to
the Digital Media taken as a whole.
1.2 Permitted Uses and Rights. Subject to the terms of this Agreement:
1.2.1 Licensee has the non-exclusive, non-transferable, non-sublicensable
right to copy, reproduce, transmit and display the Digital Media
an unlimited number of times in any and all media for the following
purposes:
Advertising and promotional materials;
Online or Electronic Distribution Systems, including email
Broadcast and Theatrical Exhibitions;
Publications and Products; and
Any other uses approved in writing by Licensor.
1.2.2 Licensee has the right to have the Digital Media reproduced by
subcontractors of Licensee, provided that such subcontractors agree to
abide by the restrictions of this Agreement.
1.2.3 Licensee may alter, crop, manipulate and create derivative
works of the Digital Media.
1.2.4 Licensee's rights to the Digital Media are worldwide and
perpetual.
1.2.5 Licensor reserves all rights not expressly granted to Licensee
herein.
1.3 Number of Users / Seat License.
Licensee may
create a digital library, network configuration, or similar
arrangement to allow the Digital Media
to be viewed by employees, partners and clients of Licensee, but under
no circumstance may the Digital Media be used by more than 10 employees
of Licensee. Licensee must purchase a separate seat license from Licensor
for each additional individual user, before such additional use begins.
Contact Arial Software to negotiate an applicable seat license.
1.4 Restrictions.
1.4.1 Licensee may not sublicense, sell, assign, convey or transfer
any of its rights under this Agreement but Licensee may sell or
license derivative works incorporating the Digital Media in accordance
with the Permitted Uses. Licensee may not sell, license or distribute
its work in such a way that Licensee's customer can extract or
access the Digital Media as a stand-alone file.
1.4.2 Digital Media shall not be incorporated into a logo, trademark
or service mark.
1.4.3 Licensee may not post the Digital Media online in a downloadable
format.
1.4.4 If any Digital Media featuring a model is used in a manner
that would lead a reasonable person to believe that the model personally
uses or endorses a product or service (for example, any Digital
Media is used in a testimonial advertisement), or if the depiction
of the model in the Digital Media is used in connection with a
subject that would be unflattering or unduly controversial to a
reasonable person, Licensee must accompany each such use with a
statement that indicates that the person is a model and the Digital
Media is being used for illustrative purposes only.
1.4.5 The Digital Media may not be used in a pornographic, defamatory,
libelous or otherwise illegal manner, whether directly or in context
or juxtaposition with other materials.
1.4.6 Licensee must retain the copyright symbol, the name of Arial
Software and the Digital Media's identification number as part
of the electronic file and as otherwise contained on the original
Digital Media.
1.4.7 Licensor grants no rights and makes no warranties with regard
to the use of names, trademarks, trade dress, registered, unregistered
or copyrighted designs or works of art or architecture depicted
in any Licensed Material, and Licensee must satisfy itself that
all the necessary rights or consents regarding any of the above,
as may be required for reproduction, have been obtained.
2. INDEMNITY
2.1 Licensee agrees to indemnify and hold Arial Software harmless
against all claims arising out of any breach of this Agreement.
3. WARRANTIES
3.1 Licensor warrants the Digital Media to be free from defects
in material and workmanship for 30 days from delivery. The sole
and exclusive remedy for a breach of the foregoing warranty is
the replacement of the Digital Media.
3.2 LICENSOR MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, REGARDING
THE DIGITAL MEDIA, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES
OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. LICENSOR
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 DIGITAL MEDIA, THIS
AGREEMENT, ANY INVOICE REGARDING THE DIGITAL MEDIA OR OTHERWISE,
EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES,
COSTS OR LOSSES.
4. TERMINATION AND REVOCATION
4.1 The license contained in this Agreement will terminate automatically
without notice from Licensor if Licensee fails to comply with any
provision of this Agreement. Upon termination, Licensee must immediately
(i) stop using the Digital Media, (ii) destroy or, upon the request
of Licensor, return the Digital Media to Licensor (in the case
of analogue materials), and (iii) delete or remove the Digital
Media from Licensee's premises, computer systems and storage (electronic
or physical).
4.2 Licensor reserves the right to revoke the license to use the
Digital Media for good cause and elect to replace such Digital
Media with alternative Digital Media. Upon notice of any revocation
of a license for any particular Digital Media, Licensee shall immediately
cease using such Digital Media and shall ensure that its clients
and customers do likewise.
5. SERVERABILITY
5.1 If one or more of the provisions contained in the Agreement
is found to be invalid, illegal or unenforceable in any respect,
the validity, legality and enforceability of the remaining provisions
shall not be affected. Such provisions shall be reformed only to
the extent to make it enforceable.
6. CHOICE OF LAW
6.1 This Agreement will be governed in all respects by the laws
of the State of Arizona, U.S.A., without reference to its laws
relating to conflicts of law. Any disputes arising from this Agreement
or its enforceability shall be settled by binding arbitration to
be held in Tucson, Arizona. The United Nations Convention on Contracts
for the International Sale of Goods does not govern this Agreement.
6.2 Notwithstanding the foregoing, Licensor shall have the right
to commence and prosecute any legal or equitable action or proceeding
before any court of competent jurisdiction to obtain injunctive
or other relief against Licensee in the event that, in the opinion
of Licensor, such action is necessary or desirable.
7. WAIVER
7.1 No action of Licensor, other than express written waiver,
may be construed as a waiver of any provision of this Agreement.
8. ENTIRE CONTRACT
8.1 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.
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