A
Celebrity Experience Digital Image License Agreement
When
you download a Low-Resolution Digital Comping Image
from A Celebrity Experience, it will be accompanied
by, and subject to the following industry standard license,
as well as our Terms
and Conditions of Use.
This
is a legal agreement between you (hereafter "Licensee")
and A Celebrity Experience (hereafter "Licensor").
Read this agreement in its entirety before you download
any image and/or software. By downloading any image
and/or software from our website or any A Celebrity
Experience provided disc, you agree to be bound by the
terms of this Agreement, and by our Terms and Conditions
of Use. Your acceptance of these terms, conditions,
and provisions are an absolute condition of your use
of our images. If you do not agree, do not download,
purchase or use any image published by Licensor. These
images are Copyright protected.
If
you are entering into this agreement of behalf of your
employer, the license granted and restrictions and limitations
recited herein apply to your employer as well as to
you as a representative of your employer. Should you
cease working for your employer, your employer may continue
to operate under this agreement.
Licensor
grants to you, the Licensee, and your employer if you
are licensing on behalf of your employer, a nonexclusive,
nonsublicensable, nontransferrable right to use any
of Licensor(s)' Low-Resolution Comping Images, and any
derivates and copies thereof (collectively, the "Comping
Image(s)") on your personal computer.
The
free, Comping Image(s) may be used in materials for
personal, non-commercial use and test or sample use,
including comps, layouts, proofing presentations, placement
purposes, and mock-ups for internal use or to show clients.
One copy of the Low-Resolution Comping Image and/or
Software may be made for backup purposes only, but may
be used only if the original Low-Resolution Comping
Image becomes defective, or is destroyed or otherwise
irretrievably lost.
The
Low-Resolution Comping Image, or any portion thereof,
may not be used in any final materials distributed inside
of your company or any materials distributed outside
of your company, or to the public, including, but not
limited to, advertising and marketing materials or any
on-line, broadcast or other electronic distribution
system, (except that you may transmit comps digitally
or electronically to your clients for their review),
communication, web pages, marketing or promotional materials,
multimedia projects, video, graphic design projects,
and general creative works that you design for yourself
or your clients, other than for comping, rough layouts
or mock-ups, and may not be distributed, sublicensed
or made available for use or distribution separately
or individually, and no rights may be granted to the
Comping Image or any portion thereof.
You
may not reverse engineer, decompile, or disassemble
the Comping Image or any part of it, or any software
or cd-rom obtained from A Celebrity Experience. You
may not alter the Comping Image in any way, which would
remove, delete or obscure the A Celebrity Experience
copyright logo. You may not use any part of the image,
which does not contain the A Celebrity Experience copyright
logo.
The
Comping Image, Software, or disc may not be shared by
creating a disc library, Digital Media storage facility,
network configuration or similar arrangement, and you
may not create a network of servers, either with or
without a central location, which enables others to
share the Comping Image, Software or discs. The Comping
Imagery is not licensed for use on a corporate intranet
or Internet and may be used on only one computer at
a time. You may not utilize the Comping Image, Software
or disc in any manner that is not expressly permitted
in this license agreement. All rights not specifically
granted above are retained by Licensor(s). Except as
specifically provided in this license agreement, no
A Celebrity Experience Digital Media, Software or disc
may be shared or copied.
No
warranties whatsoever apply to the Comping Images. All
Comping Images are free, and are available on an "as
is" basis, without warranties of any kind, either
express or implied, including but not limited to warranties
of title or implied warranties of merchantability or
fitness for a particular purpose.
The
provisions of the Unauthorized Use, Limitation of Liability,
Intellectual Property Rights, Indemnification, and General
sections of the Digital Image Product License outlined
below, also apply to the Comping License.
When
you download any Digital Image Product from A Celebrity
Experience, it will be accompanied by, and subject to
the following industry standard license, as well as
our Terms and Conditions of Use.
This
is a legal agreement between you (hereafter "Licensee")
and A Celebrity Experience (hereafter "Licensor").
Read this agreement in its entirety before you download
any image and/or software. By downloading any image
and/or software from our website or any A Celebrity
Experience provided disc, you agree to be bound by the
terms of this Agreement, and by our Terms and Conditions
of Use. Your acceptance of these terms, conditions,
and provisions are an absolute condition of your use
of our images. If you do not agree, do not download,
purchase or use any image or digital content published
by Licensor. These images are Copyright protected.
If
you are entering into this agreement on behalf of your
employer, the license granted and restrictions and limitations
recited herein apply to your employer as well as to
you as a representative of your employer. Should you
cease working for your employer, your employer may continue
to operate under this agreement.
Licensor
grants to you, the Licensee, and your employer if you
are licensing on behalf of your employer, a nonexclusive,
nonsublicensable, nontransferable right to use any Digital
Image Product or software obtained from Licensor(s)
via internet download or provided by licensor on a disc,
and any derivatives and copies thereof (collectively,
the "Digital Media") to use the licensed Digital
Image Products subject to the Acceptable Use, Usage
Limitations, and Unauthorized Usage as described hereunder.
No rights are granted until payment is received in full.
A Celebrity Experience requests the phrase Photo: ambientcreations.com
or Photo: A Celebrity Experience appear adjacent to
the image or on a credit page.
The
Digital Image Product may be used on a worldwide and
perpetual basis as a part of:
·
Advertising and promotional materials
· Product catalogs
· Direct mail pieces
· Corporate logos
· Newsletters
· Editorial Layouts
· Trade Show Materials
· Corporate Brochures
· Multi-Media Presentations
· Web Page Design to a maximum of 640X480 pixels
(72 dpi)
· Text Books
· Teaching Materials
· Permanent Packaging
· Broadcasts or theatrical exhibitions
· TV or Cable Broadcasts
· Materials for personal, non-commercial use
and test or sample use, including comps, layouts, proofing
presentations, placement purposes, and mock-ups for
internal use or to show clients.
One
copy of the Digital Media and/or Software may be made
for backup purposes only, but may be used only if the
original Digital Media or Software becomes defective
through no fault of your own, or is destroyed or otherwise
irretrievably lost.
The
Digital Media, Software or disc may be shared by creating
a disc library, Digital Media storage facility, network
configuration or similar arrangement as long as no more
than 10 specific individuals (including you) employed
by the same entity have access to the Digital Image
Product, Software or disc. (Please note that this is
not a simultaneous-user license. More than 10 specific
people may not access the Digital Media, Software, or
disc, even if only 10 people are accessing such Digital
Media, Software, or disc at any particular time.) If
you would like to share the Digital Media with more
than 10 people, please contact our office.
Any
printed or imprinted product for resale, such as;
· Calendars for resale
· Posters for resale
· Postcards for resale
· Clothing items for resale
· Multimedia games/educational software for resale
· Cd and album covers for resale
· Stationary for resale
· Greeting Cards for resale
If
you have an interest in using our images for any of
the above-mentioned uses, please contact us regarding
a different type of license.
You
may not utilize the Digital Media, Software or disc
in any manner that is not expressly permitted in this
license agreement.
Except
as specifically provided in this agreement: 1) No Digital
Media, Software or disc may be shared or copied; and
2) you may not create a network of servers, either with
or without a central location, which enables others
to share the Digital Media, Software or discs. All rights
not specifically granted above are retained by Licensor(s).
Use
of the Digital Media, or any part thereof, as a trademark
or service mark is not permitted. A Celebrity Experience
retains full rights to the Digital Media, therefore
you cannot establish your own rights over a licensed
Digital Image Product, or any part of it.
You
may not use the image in any way that could be considered
defamatory, libelous, pornographic, obscene, immoral,
or fraudulent, or criminal, or use the image in any
way that is otherwise unlawful.
No
Digital Media may be sublicensed, resold, distributed,
or otherwise made available for use or distribution
separately or detached from a product or web page. For
example, you may use our licensed Digital Media as a
part of a web page design, but you may not make it available
for downloading separately or in a format designed for
permanent storage or re-use by website users. Licensee
may not use the Digital Media to enter into, either
directly or indirectly, a competing business.
You
may not reverse engineer, decompile, or disassemble
any part of the Digital Media, software or cd-rom.
Without
limiting A Celebrity Experience rights or remedies with
respect to our Digital Media, unauthorized use of a
licensed Digital Image Product or a Comping Image may
constitute copyright infringement, entitling A Celebrity
Experience to exercise all rights and remedies under
United States or other copyright laws, including but
not limited to, an injunction preventing further use,
and any and all monetary damages and other relief as
deemed appropriate by a court of competent jurisdiction.
A
Celebrity Experience warrants that for a period of ninety
(90) days from the date of download or delivery to you,
as evidenced by your receipt, the Digital Image Product,
under normal use, will be free from defects in materials
and workmanship. A Celebrity Experience' entire liability
and your exclusive remedy, under this warranty, will
be at A Celebrity Experience' option, to replace the
Digital Image Product or cd-rom, or to refund the purchase
price and terminate this Agreement.
Neither
A Celebrity Experience, nor its officers, employees,
agents, representatives or suppliers, represent or warrant
the reliability, timeliness or completeness of the Digital
Media or that the same is non-infringing of copyright
or other rights, or that its use will be uninterrupted
or error free, will meet licensee's requirements, or
will operate with the combination of hardware and software
selected by licensee. Any use of the Digital Media shall
be at licensee's sole risk. The licensee assumes all
costs for any necessary servicing, repair or correction.
The Digital Media are provided on an "as is"
basis without warranties of any kind, either empress
or implied, including but not limited to warranties
of title or implied warranties of merchantability or
fitness for a particular purpose, with the sole exception
of the Limited Warranty described in the paragraph above.
Under
no circumstances whatsoever will A Celebrity Experience
be liable to you for any damages, including lost profits,
lost savings, or other incidental, special or consequential
damages arising out of, or relating to any Digital Image
Product or Comping Image, the use or inability to use
either of these Digital Media, whether based in warranty,
tort, contract, failure of essential purpose, or otherwise,
whether or not A Celebrity Experience has been advised
of the possibility of such damages, or for any claim
by any other party. In no event shall A Celebrity Experience'
liability hereunder exceed the license fees paid by
the Licensee hereunder.
A
Celebrity Experience retains all right, title and interest,
including copyrights and other intellectual property
rights, in and to all Digital Media on this website,
including free Comping Images, thumbnail images, and
Digital Image Products.
Licensee
agrees to defend, indemnify and hold harmless A Celebrity
Experience and its officers, employees, agents, representatives,
or suppliers, from and against all claims and expenses
(including reasonable attorney's fees and expenses)
arising out of any unauthorized use by you of any Digital
Image Product, Comping Image, Software, CD, or other
A Celebrity Experience provided Digital Media, or any
third party to whom Licensee has provided copies of,
or access to, any A Celebrity Experience Digital Media,
or any breach by Licensee of the terms of this Agreement.
If
any part of this Agreement is found void and unenforceable,
it will not affect the validity of the balance of the
Agreement, which shall remain valid and enforceable
according to its terms.
This
Agreement will automatically terminate upon failure
by the Licensee to comply with any of its terms. If
this happens, you hereby agree to destroy all copies
and archives of the Digital Image Product, Comping Image,
software, cd, or other A Celebrity Experience provided
Digital Media, to cease using the images for any purpose,
and to confirm to A Celebrity Experience in writing
that you have complied with these requirements.
This
Agreement will be governed by the Laws of the State
of California, without regard to its conflict of laws
rules. In any dispute arising out of this Agreement,
Licensee consents to the exclusive jurisdiction of the
Sate of California and venue in the state and Federal
courts within San Diego County. Notwithstanding the
foregoing, A Celebrity Experience reserves the right
to commence and prosecute any legal or equitable action
or proceeding before any court of competent jurisdiction
to obtain injunctive relief in the event that, in the
opinion of Licensor, such action is necessary or desirable.
Licensee
agrees that neither the Digital Image Product nor the
Comping Image, nor any Digital Media provided by A Celebrity
Experience will be shipped, transferred or exported
into any country or used in any manner prohibited by
the United States Export Administration Act or any other
export laws, restrictions, or regulations. The United
Nations Convention on Contracts for the International
Sale of Goods, the application of which is expressly
excluded, will not govern this Agreement. The Digital
Media, when provided to or for, or used on behalf of,
the United States of America, its agencies and/or instrumentalities
(the "U.S. Government") are provided with
"Restricted Rights". Use, duplication and
disclosure by the U.S. Government is subject to restrictions
as set forth under the United States copyright laws
and this agreement, and as otherwise provided for by
law, as applicable.
Licensee
may not assign or transfer this Agreement or any rights
granted hereunder without the prior written consent
of A Celebrity Experience. This Agreement shall be binding
on and inure to the benefit of the parties hereto, their
successors and permitted assigns.
A
Celebrity Experience reserves the right to discontinue
the license of the Digital Media for any reason, and
to elect to replace the Image(s) with an alternative.
Upon notice of any discontinuance of a License, you
and your employer, and your client, if applicable, agree
not to further use the discontinued Digital Media.
Licensee
represents to A Celebrity Experience that Licensee has
the full right and authority to enter into this Agreement.
This Agreement, and the Terms and Conditions of Use
on this web site, constitute the complete and exclusive
Agreement between A Celebrity Experience and Licensee
with respect to the subject matter hereof and supercedes
all prior discussions, understandings and agreements
with respect to the subject matter hereof.
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