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ECLIPART FACTORY Terms of Use and License Agreement
This website is provided by ECLIPART FACTORY (collectively referred to as “ECLIPART FACTORY”).
You Agree to These Terms by Using this Site
Your access to, and use of, this Website (collectively referred to as the “Site”) is subject to the following Terms of Use and all applicable laws and regulations. By accessing and using the Site, you accept, without limitation or qualification, these Terms of Use, and acknowledge that any other agreements between you and ECLIPART FACTORY are superseded with respect to this subject matter. If you do not agree and accept, without limitation or qualification, these Terms of Use, you must exit the site immediately, not use the files herein, and/or not subscribe to this service.
Copyright
Any Content downloaded by you from this website, including, without limitation, any files, images incorporated in or generated by the software, and data accompanying the software (collectively referred to as the "Content") is licensed to you by ECLIPART FACTORY. Downloading the Content does not transfer title to the Content, or any intellectual property rights therein, to you. You may not redistribute or sell the content.
This website contains copyrighted materials, animations, photographs, images, videos, footage, text, music, and sounds (collectively referred to as the "Content") which is owned by ECLIPART FACTORY or its licensors. It is illegal to duplicate, download or distribute any Content from this Site except for your use. You may not use photos or images of people or identifiable entities in any manner that suggests the endorsement or association of any product or service or in connection with any pornographic or immoral materials.
If you believe that content appearing on the Site constitutes copyright infringement of another party's rights, please contact us using this web form.
Security
USE OF THE SITE IS RESTRICTED TO ECLIPART FACTORY AND ITS AUTHORIZED USERS. UNAUTHORIZED USE OF THE SITE INCLUDING, BUT NOT LIMITED TO, UNAUTHORIZED ENTRY INTO THE SITE, MISUSE OF PASSWORDS, OR MISUSE OF ANY INFORMATION WITHIN THE SITE IS STRICTLY PROHIBITED. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, YOU HEREBY ACKNOWLEDGE AND AGREE THAT IT IS A VIOLATION OF THE TERMS OF USE TO LOG ONTO THE SITE WITH A LOGIN ID AND PASSWORD THAT WAS NOT ASSIGNED TO YOU PERSONALLY. YOU AGREE TO KEEP YOUR LOGIN ID CONFIDENTIAL AND TO IMMEDIATELY NOTIFY ECLIPART FACTORY IF YOU LEARN THAT THE SECURITY OF YOUR LOGIN ID AND/OR PASSWORD HAVE BEEN COMPROMISED AND/OR IF YOU SUSPECT THAT ANYONE OTHER THAN YOURSELF HAS ACCESSED THE SITE WITH YOUR LOGIN ID AND PASSWORD.
YOU AGREE NOT TO USE ANY FUNCTIONS ON THE SITE, WHICH YOU ARE NOT AUTHORIZED TO USE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, YOU AGREE NOT TO USE THE SITE TO OBTAIN CREDIT BUREAU REPORTS IN ANY MANNER THAT WOULD VIOLATE APPLICABLE FEDERAL, STATE OR LOCAL LAWS. YOU AGREE TO ACCESS AND/OR ENTER INFORMATION ON THE SITE WITH RESPECT TO THE ENTITY BY WHICH YOU ARE EMPLOYED ONLY, AND NOT TO ACCESS ANY OTHER ENTITY'S INFORMATION.
Privacy
Any personal data (for example, your name, address, telephone number or e-mail address) you transmit to the Site by electronic mail or otherwise will be used by ECLIPART FACTORY in accordance with the ECLIPART FACTORY Privacy Policy. Any other communication or material you transmit to the Site, such as questions, comments, suggestions or the like, will be treated as non-confidential and nonproprietary.
Product Availability
Products, services, and programs in this publication may not be available in your country. References to any product, service, or program do not imply that ECLIPART FACTORY intends to make available such products, services, or programs in your country.
Other Legal Information
These Terms of Use shall be governed by and construed in accordance with the laws. These Terms of Use contain the entire understanding of the parties hereto relating to the use of this Site and supersedes any prior written or oral agreement or understandings between the parties with respect to this Site, and cannot be changed or terminated orally. The invalidity or unenforceability of any provision of these Terms of Use will not affect the validity or enforceability of any other provision of these Terms of Use. ECLIPART FACTORY reserves the right to terminate these Terms of Use without notice if, in ECLIPART FACTORY sole discretion, you fail to comply with any of these Terms of Use. Upon termination, you must destroy all materials obtained from this site, copies, and related documentation thereof. In addition, ECLIPART FACTORY reserves the right to terminate this site without notice.
Limitations of Liability
WE ARE NOT LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, INDIRECT, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, EQUIPMENT DOWNTIME, LOSS OF DATA, OR LOST PROFITS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU AGREE THAT OUR AGGREGATE LIABILITY, HOWSOEVER ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SUBJECT MATTER HEREOF, SHALL, IN NO EVENT, EXCEED ONE DOLLAR (US$1.00). BY INSTALLING OR USING THE CONTENT, YOU ACCEPT SOLE RESPONSIBILITY FOR ALL CONSEQUENCES ARISING THEREFROM AND ACKNOWLEDGES THAT NO CLAIM WHATSOEVER WILL BE MADE AGAINST US OR OUR LICENSORS, DISTRIBUTORS, AGENTS, EMPLOYEES OR AFFILIATES.
Third-Party Advertisers
If you accept an Offer your dealings with the Partner are solely between you and the Partner. We make no representations or warranties concerning Offers, you agree that we are not responsible or liable for any loss or damage of any sort incurred, or as the result of the delivery or display of the Offers. WE ARE NOT RESPONSIBLE FOR THE TERMS AND CONDITIONS OF ANY PARTNER WEBSITE OR PARTNER OFFERS REGARDLESS OF WHETHER THE OFFER IS HOSTED BY US. WE MAKE AN EFFORT TO SCREEN ALL OFFERS TO ENSURE THE BEST POSSIBLE EXPERIENCE FOR OUR USERS. HOWEVER, WE ARE NOT RESPONSIBLE FOR DEALINGS BETWEEN YOU AND A PARTNER. YOU SHOULD CAREFULLY REVIEW EACH PARTNER OFFER AND READ THEIR TERMS AND CONDITION, AND THE PRIVACY POLICY.
Waiver of Claims and Indemnification
By accessing or using our Sites or downloading Content, you forever waive any and all claims you have or may have in the future against us. You shall indemnify and hold us our subsidiaries, officers, directors, attorneys employees and licensors, harmless against any losses, claims, damages, liabilities, penalties, actions, proceedings or judgments (collectively, "Losses") to which an Indemnified Party may become subject that arise out of, or relate to: (i) your use or inability to use the Content; (ii) any violation of this Agreement or the license agreement or privacy policy governing any Third Party Software; (iii) Your infringement or misappropriation or alleged infringement or misappropriation of any copyright, trademark, patent, trade secret or other personal or proprietary right; or (iv) any gross negligence or willful misconduct. You shall reimburse us for all legal and other expenses, including without limitation attorneys' fees incurred in connection with investigating, defending or settling any claim or loss.
Miscellaneous
- Enforcement, Choice of Law, Choice of Forum. Every provision of this Agreement will be construed, to the extent possible, so as to be valid and enforceable. If any provision of this Agreement so construed is held invalid, illegal or otherwise unenforceable, such provision will be deemed severed from this Agreement, and all other provisions will remain in full force and effect. This Agreement will in all respects be governed by and interpreted, construed and enforced in accordance with the laws of the United States of America.
- No Modifications or Waiver. This Agreement may not be modified or amended except by a separate writing, signed by both you and us. The failure by us at any time to enforce any of the provisions of this Agreement or any right or remedy available hereunder or at law or in equity, or to exercise any option herein provided, will not constitute a waiver of such provision, right, remedy or option or in any way affect the validity of this Agreement. The waiver of any default by us will not be deemed a continuing waiver, but will apply solely to the instance to which such waiver is directed.
- Effect of Agreement, Survival of Terms. This Agreement will be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. No third party beneficiaries are intended or created by virtue of this Agreement. This Agreement does not create a partnership, joint venture or agency relationship between the parties. Any terms of this Agreement that would, by their nature, survive the expiration or termination of this Agreement will survive. You acknowledge that you have not been induced to enter into this Agreement by any representations or statements, oral or written, not expressly contained in this Agreement.
- Electronic Form. A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceeding to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
- Correction of Errors and Inaccuracies. This Agreement, the Content, and Sites may contain typographical errors or other errors or inaccuracies. We reserve the right to correct any errors, inaccuracies or omissions and to change or update this Agreement, the Content or Sites at any time without prior notice. We do not however, guarantee that any errors, inaccuracies or omissions will be corrected.
Revisions to the Terms
ECLIPART FACTORY may at any time, and without notice, revise this Terms of Use statement by updating this posting. You are bound by any such revisions and should therefore periodically visit this page to review the current Terms of Use statement.
ROYALTY FREE LICENSE AGREEMENT
THIS IS A LEGAL AGREEMENT BETWEEN YOU, YOUR COMPANY, YOUR EMPLOYER AND/OR YOUR CLIENT (in the case you are an agent acting for a single client), AS THE CASE MAY BE (COLLECTIVELY "YOU), AND ECLIPART FACTORY. "ECLIPART FACTORY" WHEN USED HEREIN SHALL MEAN ECLIPART FACTORY.
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND ECLIPART FACTORY, WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN YOU AND ECLIPART FACTORY RELATING TO THE SUBJECT OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY PURCHASE ORDER TERMS (EVEN IF SUCH TERMS ARE SUBSEQUENT TO THE DATE OF THIS AGREEMENT). FAQ'S, OTHER EXPLANATIONS, AND TEXT IN ECLIPART FACTORY' WEB SITES ARE FOR YOUR INFORMATION ONLY AND ARE NOT, AND SHALL NOT BE CONSTRUED AS, PART OF THIS AGREEMENT UNLESS SPECIFIED OTHERWISE IN THIS AGREEMENT
1. Copyright:
The Image(s) are copyrighted and protected under the various laws of International treaties and other applicable laws. The Image(s) shall remain the sole and exclusive property of ECLIPART FACTORY, or its licensors. Use of the Images is licensed, not sold, pursuant to the terms of this Agreement. Use of the Images without agreeing to this Agreement, or a breach of these Agreement terms, is copyright infringement
2. Usage
a. Definitions:
"COMP USAGE" IS DEFINED AS THE CREATION OF A TEMPORARY TEST USE, ROUGH LAYOUT OR COMPREHENSIVE RENDERING OF A PROPOSED WORK FOR CLIENT REVIEW, INTERNAL COMPANY REVIEW OR TESTING. THE IMAGE MAY NOT BE USED IN ANY MATERIALS DISTRIBUTED OR ACCESSIBLE TO THE PUBLIC OR IN ANY FINAL PRODUCT OR USE, INCLUDING, WITHOUT LIMITATION, ANY ONLINE OR OTHER ELECTRONIC DISTRIBUTION SYSTEM (EXCEPT YOU MAY TRANSMIT COMPS DIGITALLY OR ELECTRONICALLY FOR THEIR REVIEW) AND MAY NOT BE SOLD OR SUBLICENSED ALONE OR AS PART OF ANY PRODUCT.
"IMAGE(S)" SHALL MEAN ANIMATIONS, CLIPART, COMPOSITES, DIGITAL FOOTAGE, DIGITAL VIDEO, FILM FOOTAGE, FONTS, GRAPHICS, ILLUSTRATIONS, IMAGES, MOTION SEQUENCES, PHOTOGRAPHS OR ANY OTHER VISUAL REPRESENTATION REGARDLESS OF WHETHER THE IMAGE(S) ARE OBTAINED VIA DOWNLOAD FROM ANY ECLIPART FACTORY WEB SITE, DELIVERED VIA ANY STORAGE MEDIA (CD, DVD, DISK, ETC.) THAT IS NOW KNOWN OR MAY BECOME KNOWN IN THE FUTURE, OR OBTAINED FROM A ECLIPART FACTORY' AUTHORIZED DISTRIBUTOR, TOGETHER WITH ALL ACCOMPANYING METADATA AND OTHER MATERIAL.
"STORAGE MEDIA" SHALL MEAN CD-ROM, DIGITAL VIDEO DISC (DVD), FLOPPY DISK, OR ANY OTHER STORAGE DEVICE OR MEDIA NOW KNOWN, OR HEREAFTER CREATED.
"USER" SHALL MEAN THE INDIVIDUAL, LEGAL ENTITY OR AGENT ENTERING INTO THIS AGREEMENT OR ANY EMPLOYEE OR CONTRACTOR OF SUCH INDIVIDUAL, LEGAL ENTITY OR AGENT THAT EDITS, MANIPULATES OR MODIFIES THE IMAGES OR ARE OTHERWISE DIRECTLY INVOLVED IN THE CREATIVE PROCESS INCLUDING, BUT NOT LIMITED TO, PHOTO EDITORS, PHOTO RESEARCHERS, PHOTOGRAPHERS, ART DIRECTORS OR DESIGNERS. ALL USERS SHALL ONLY USE THE IMAGES IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT.
"YOU" SHALL MEAN A SINGLE: (I) INDIVIDUAL, (II) LEGAL ENTITY (CORPORATION, PARTNERSHIP, LLC, SOLE PROPRIETORSHIP, ETC.), OR (III) AGENT ACTING ON BEHALF OF A SINGLE INDIVIDUAL OR ENTITY.
b. Grant:
(1) PAID LICENSE. ECLIPART FACTORY grants you a perpetual non-exclusive and non-transferable license to use the Image(s) only as provided in this Agreement.
(2) Comp Use. ECLIPART FACTORY grants you the non-exclusive and non-transferable right to use Image(s) for Comp Usage for a period not to exceed sixty (60) days.
c. Number of Users
(1) FOR IMAGES ACQUIRED BY PAY PER DOWNLOAD AND STORAGE MEDIA.
YOU ARE GRANTED A TEN (10) USER SINGLE USE, SEAT LICENSE FOR USE OF THE IMAGES. THIS IS NOT A SIMULTANEOUS USE LICENSE. Only one (1) User may access or use the Image(s) at one time with up to a maximum of ten (10) Users (within the same legal entity entering into this Agreement) who may access or use the Image(s).
Licensee may distribute Image(s) within a network or similar asset management system to no more than ten (10) computers/workstations within the same company or legal entity for use by one (1) person at a time. If the Image(s) are to be placed on a network server accessible by more than ten (10) computers/workstations, please contact your sale representative as you will require a multiple seat license.
(2) FOR IMAGES ACQUIRED BY SUBSCRIPTION OR COMP USE.
YOU ARE GRANTED A ONE (1) USER SEAT LICENSE FOR ACCESS TO THE SUBSCRIPTION OR USE OF THE IMAGES, AS APPLICABLE. THIS IS NOT A SIMULTANEOUS USE LICENSE. ONLY ONE USER MAY ACCESS THE SUBSCRIPTION WEB SITE, OR USE IMAGES FOR ANY COMP USE, AS APPLICABLE. YOU MAY NOT DESIGNATE ONE (1) USER TO ACCESS THE SUBSCRIPTION WEB SITE IF MORE THAN ONE (1) USER WILL USE THE IMAGES. IN SUCH CASES, PLEASE CONTACT YOUR SALES REPRESENTATIVE AS YOU WILL REQUIRE A MULTIPLE SEAT LICENSE.
Uses that are allowed:
1. Back up, and store, single Image(s) as necessary on a single server for archival, tracking or asset management purposes only. Any copy or archive you make must include copyright notice.
2. Use the Image(s) in any print or electronic media (except in computer software and electronic video and computer games which require a separate license, including advertising and editorial use, provided such use is not intended to allow the re-distribution, re-use of the Image(s) or access to the image(s) apart from a product or service.
3. Use the Image(s) on product packaging or in any items for personal use or resale, including book covers, calendars, consumer merchandise (T-shirts, posters, art, etc.), except in computer software and electronic video and computer games, which require a separate license, provided such use is not intended to allow the re-distribution, re-use of the Image(s) or access to the Image(s) apart from a product or service apart from a product or service.
4. Modify or alter the Image(s) as necessary for your use, and provided that if such modification or alteration constitutes a derivative work you do not acquire any copyright ownership or equivalent rights in or to any of the Image(s) or any other property of ECLIPART FACTORY or its licensors and you shall only use such derivative work in accordance with this Agreement. If requested by ECLIPART FACTORY, you agree to execute a written assignment of any such rights, including copyrights, at no cost to ECLIPART FACTORY.
5. Use the Image(s) as décor in an office, lobby, public area, restaurant, or retail store.
a. Use the Image(s) as design elements in video, film, or television broadcasts.
b. Use the Image(s) in connection with your business or entity, e.g. corporate identity documents and letterhead, except as prohibited below.
c. Use the Image(s) for any other uses approved in writing by ECLIPART FACTORY
Uses that are not allowed:
1. Sublicense, distribute, transfer or assign rights to the Image(s).
2. Reverse engineer, decompile, translate, or disassemble any part of the Image(s).
3. Copy or reproduce the Image(s), except as specifically provided for in Section 1(E).
4. Remove any copyright, trademark or watermark from any place where it appears on the Image(s).
5. Display the Image(s) in any digital format or for any digital use at a resolution greater than 72 dpi, except in editorial or preliminary design work. Doing so will be viewed as an attempt to distribute the Image(s) in violation of this Agreement.
6. Use the Image(s), or any part of the Image(s), as part of a trademark, service mark, or logo. ECLIPART FACTORY or its licensors retain the full rights to the Image(s), and therefore you cannot establish your own rights.
7. Use the Image(s) to compete with ECLIPART FACTORY. ECLIPART FACTORY is in the business of licensing images to its customers. It is the specific intent of this provision to prohibit you from using the Image(s) to enter, either directly or indirectly, a similar or competing business.
8. Use the Image(s) in a product or service whereby the Image(s) can be used apart from a product or service.
9. Use the Images(s) as part of a product in any electronic format intended for multiple distribution or licensing including, without limitation, templates, Web site templates, software products, including computer and/or video games and game consoles, e-greetings, etc.
10. Use the Image(s), or resell the Image(s) for use, in mobile or wireless devices, including but not limited to mobile telephones, handheld game consoles, and PDAs. Such usage is subject to additional licensing fees.
11. Use the Image(s) in any way that could be considered defamatory, pornographic, libelous, immoral, obscene or fraudulent, or illegal, either by making physical changes to it, in the juxtaposition to accompanying text or images, or otherwise.
12. Without advance written consent from ECLIPART FACTORY and any model in such Image(s), use Image(s) that include people as part of any sensitive subject matters, as determined by ECLIPART FACTORY. See Website FAQs for examples. Sensitive subject use pertains to both commercial and editorial uses. Availability of model releases does not grant the right to use Image(s) in any sensitive subject matters.
13. Use the Image(s) beyond any limitations or restrictions noted on an ECLIPART FACTORY Website.
14. Stockpile, download, or otherwise store Images not used during the subscription term for future use.
15. Download more than fifty (50) Images per day.
Additional Terms:
1. ECLIPART FACTORY reserves the right to (i) not permit use of any Image(s) for any reason whatsoever; and (ii) notify you that certain Image(s) are no longer available for use. Upon such notification, the license to use such Image(s) shall automatically and immediately terminate.
2. All other rights not expressly granted to you are reserved solely for ECLIPART FACTORY.
3. ECLIPART FACTORY requests the copyright notice "© [insert current year] Eclipart Factory Corporation" appear adjacent to the Image(s) or on a credit page.
4. ECLIPART FACTORY reserves the right to replace Image(s) with an alternative Image for any reason. Upon notice of such replacement, the license for the replaced Image(s) immediately, and automatically, terminates for any use of the Image(s) that does not already exist, and this Agreement shall automatically apply to any replacement Image(s). You agree not to use any replaced Image(s) with future products or services and you shall take all reasonable steps to discontinue use of the replaced Image(s) in existing products or services.
5. You will hold all passwords for any subscription in the strictest of confidence. You may not share or disclose any password to any other user or third party other than as specifically provided for herein. If you breach any provision of this section, we shall be entitled to (i) terminate this Agreement immediately, (ii) retain all payments paid pursuant to this Agreement and, (iii) seek any legal or equitable remedies."
6. This Agreement, and your right to use the Image(s) shall immediately, and automatically, terminate upon the expiration or termination of your subscription term provided, however, that after your subscription term terminates or expires, you may continue to use any Image(s) incorporated into a product or service during the subscription term in the same product or service in accordance with the terms of this Agreement. If you are an agent entering into this Agreement, accessing the subscription and using the Image(s) on behalf of a single client, this continued use may be exercised by the client and by you solely to the extent you are doing work authorized by and on behalf of that client."
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