END USER LICENSE AGREEMENT FOR BUYERS
This is a legal agreement: (“License Agreement”) between Buyers and CC Marketplace. (“Company”). By creating an account on this system, or by proceeding to download, or purchase any of the products on this site, you thereby signify that you have agreed to all of the terms and conditions set forth below. The Products transacted through the Service are licensed, not sold, to You for use only under the terms of this license, unless a Product is accompanied by a separate license agreement, in which case the terms of that separate license agreement will govern, subject to Your prior acceptance of that separate license agreement. The licensor reserves all rights not expressly granted to You. The Product that is subject to this license is referred to in this license as the “Licensed Product.”
Scope of License:
This license granted to You for the Licensed Product by Application Provider is limited to a non-transferable license to use the Licensed Product on any Computer that You own or control.
This license does not allow You to use the Licensed Product on any Computer that You do not own or control, and You may not in any case: (a) separately publish, market, distribute, redistribute, transfer, sell or sublicense any or any part thereof; (b) publish, market, distribute, redistribute, transfer, lease, lend, sell or sublicense Products, renderings, animations, software Products, data or any other product from which any original Products, or any part thereof, or any substantially similar version of the original Products or can be separately exported, extracted, or decompiled into any redistributable form or format, or © publish, market, distribute, transfer, sell or sublicense any image created from a Products or as “clip art” or the like, including but not limited to animations or still images that are sublicensed or otherwise distributed by a stock photography or stock animation agency, or in any other manner in which the primary source of value derived from publishing, marketing, distributing, transferring, selling or sublicensing the image is that it is accessible in a manner similar to “clip art.” Subject to the foregoing limitations, and the rights, if any, of third parties in or to the objects represented by the Products, you may copy and distribute your animations and renderings derived from the Products.
You may not distribute or make the Licensed Product available over a network where it could be used by multiple devices at the same time. You may not copy (except as expressly permitted by this license and the Usage Rules), decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Licensed Product, any updates, or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by the licensing terms governing use of any open sourced components included with the Licensed Product). Any attempt to do so is a violation of the rights of the Product Provider and its licensors. If You breach this restriction, You may be subject to prosecution and damages. The terms of the license will govern any upgrades provided by Product Provider that replace and/or supplement the original Product, unless such upgrade is accompanied by a separate license in which case the terms of that license will govern.
The Products on this site are protected by United States copyright laws, international treaty provisions, and other laws. You may not use, copy, display, modify or distribute the products except in strict accordance with this License Agreement and you agree to comply with all applicable laws and regulations with respect to your use of the Product as authorized hereunder. Company hereby grants to you the following perpetual, worldwide, non-exclusive, non-transferable, non-sublicensable license with respect to its rights in the products:
All other rights with respect to the Products and their use are reserved to Company (and its licensors).
You may deliver to CC Marketplace Your own EULA for any Licensed Product at the time that You deliver that Licensed Product to CC Marketplace, however, Your EULA must comply with all applicable laws in all countries where You wish CC Marketplace to allow end-users to download that Licensed Product. CC Marketplace shall allow each end-user to which CC Marketplace allows access to any such Licensed Product to review Your EULA (if any) at the time that CC Marketplace delivers that Licensed Product to that end-user, and CC Marketplace shall notify each end-user that the end-user’s use of that Licensed Product is subject to the terms and conditions of Your EULA (if any). In the event that You do not furnish Your own EULA for any Licensed Product to CC Marketplace, You acknowledge and agree that each end-user’s use of that Licensed Product shall be subject to CC Marketplace’s standard EULA.
Company warrants to you that, to the best of its knowledge, the digital data comprising the Products do not infringe the rights, including patent, copyright and trade secret rights, of any third party, nor was the digital data unlawfully copied or misappropriated from digital data owned by any third party; provided, however, that Company makes no representation or warranty with respect to infringement of any third party’s rights in any image, trademarks, works of authorship or object depicted by such Dataset.
Limitation of Liability and Warranties
You assume the entire cost of any damage, losses or expense resulting from your use or exploitation of the products. you assume all responsibilities for selection of the products to achieve your intended results, and for the installation of, use of, and results obtained from the products to the maximum extent permitted by applicable law and except as otherwise explicitly set forth in this license agreement, company and its licensors hereby disclaim all warranties, express and implied, including but not limited to implied warranties of merchantability, noninfringement, and fitness for a particular purpose with respect to the datasets and any accompanying software or materials.
Some states do not allow limitations on implied warranties, so the above limitation may not apply to you. No liability for consequential damages. to the maximum extent permitted by applicable law, in no event shall company or its licensors be liable for any special, incidental, or consequential damages, (including, without limitation, damages for loss of sales, loss of profits, business interruption, loss of data, or third party claims) arising out of this license agreement or the use or inability to use the products or for any other reason, even if company and/or its licensors have been advised of the possibility of such damages. in no event shall company and/or its licensors’ total liability to you for all damages in any one or more causes of action exceed the amount, if any, paid by you for the datasets. Because some States do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply to you.
U.S. GOVERNMENT END USERS. The Products are a “commercial item,” as that term is defined in 48 C.F.R. 2.101 (Oct. 1995), consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. 12.212 (Sept. 1995). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (June 1995), all U.S. Government End Users acquire the Datasets with only those rights set forth herein.Tthis license agreement is governed by the laws of the state of california, without regard to that state’s choice of law provisions.
This License Agreement is the entire agreement between you and Company with respect to the PRODUCTS and supersedes any other communications or advertising, whether written or oral, with respect thereto. This License Agreement may not be modified or expanded except in a writing signed by an authorized representative of Company. If any provision of this License Agreement is held invalid or unenforceable, the remainder shall continue in full force and effect, provided that, if any limitation on the grant to you of any right herein is held invalid or unenforceable, such right shall immediately terminate.
Should you have any questions concerning this License Agreement, or should you desire to contact Company for any reason, please contact:
Attn: Legal Affairs
6618 Orion Ave
Van Nuys, CA 91406
Ownership; Confidentiality; and Litigation Responsibility
Ownership. Ownership of the Licensed Products shall remain vested in Licensor. Ownership of the modifications and/or derivative works of the Licensed Products prepared hereunder in accordance with Section 2 above shall be vested in CC Marketplace. At the request of CC Marketplace, Licensor will execute or cause to be executed all assignments and other instruments and documents as CC Marketplace may consider necessary or appropriate to carry out the intent of this Agreement.
Non-Disclosure. Each party agrees to treat materials clearly marked as confidential with the same degree of confidentiality with which it protects its own proprietary products, data and confidential information, except for: (a) data or confidential information generally available to the public at the time of this Agreement; (b) data or confidential information which later becomes available to the general public without the receiving partys fault; © data or confidential information that was rightfully in the possession of the receiving party prior to this Agreement; (d) data or confidential information that was lawfully disclosed to the receiving party by a third party not under any obligation to the disclosing party with respect thereto; or (e) data or confidential information that is disclosed to a third party with the disclosing partys prior approval.
Obligation to Inform. As an ongoing covenant under this Agreement, Licensor shall promptly inform CC Marketplace of: (a) any infringement or alleged infringement of any Licensed Intellectual Property; and (b) any claim, suit or threat that may affect any Licensed Product(s) or CC Marketplace’s rights hereunder.
Additional Representations and Warranties
No Conflict. Licensor represents and warrants that it has the right to enter into this Agreement; that execution of this Agreement has been duly authorized by appropriate consents or resolutions of its respective partners or governing boards; and that this Agreement is not in conflict with any other agreement or obligation, or any law or regulation.
Intellectual Property. Licensor represents and warrants that: (a) Licensor is the sole owner, free and clear, of all Licensed Intellectual Property and the Licensed Products; (b) all of Licensors rights in and to the Licensed Intellectual Property are valid and enforceable; © the rights and licenses granted to CC Marketplace under this Agreement to the Licensed Products and the Licensed Intellectual Property will not, when used or exploited by CC Marketplace as permitted under this Agreement, infringe, violate, or interfere with any intellectual property or other right of any other person or entity.
Additional Representation and Warranty. Licensor represents and warrants that: (a) no other license relating to any Licensed Products or any Licensed Intellectual Property has been granted to any other person or entity that would contradict, invalidate or constitute a breach of the License; and (b) no such other license will be granted to any third party during the Term hereof.
In the case of any breach by Licensor of any covenant, representation or warranty set forth in this Agreement, regardless of any other remedy which may be available to either party at law or equity, Licensor shall defend, hold harmless and indemnify CC Marketplace and its directors, officers, employees, representatives, Sublicensees and successors against any and all claims, causes of action, losses, damages, judgments, settlements, liabilities, and costs and expenses (including attorneys’ fees) arising from any fact or circumstance constituting such breach by Licensor. In addition, CC Marketplace shall have the right to set off against any amounts owed Licensor by CC Marketplace hereunder any and all amounts owed by Licensor to CC Marketplace under this indemnification or by virtue of any other material breach of this Agreement by Licensor. Payment shall not be deemed a condition precedent to the enforcement of any non-breaching partys rights under this section. CC Marketplace shall: (i) provide notice to Licensor of any claim or action threatened or filed; (ii) allow Licensor to defend such matter, at Licensors sole cost and expense, with counsel of its choosing; and (iii) cooperate with Licensor, at Licensors cost and expense, in the defense and/or settlement of such matter. Should any Licensed Product or any portion thereof become the subject of a claim of infringement for which indemnity is provided herein, Licensor may elect to: (i) obtain for CC Marketplace the right to use the Licensed Product the extent of the rights and licenses granted herein; or (ii) replace or modify the Licensed Product so that it becomes non-infringing while retaining its previous functionality, content and appearance.
Term and Termination
The term of the Agreement shall begin on the Effective Date and terminate or expire in accordance with its terms (such period, the Term). During the Term, this Agreement can be terminated: (a) by either party; or (b) in the event this Agreement is materially breached, by the non-breaching party if the breaching party: (i) fails to cure such breach within thirty (30) days after its receipt of written notice of the breach from the non-breaching party; or (ii) fails to take reasonable steps in good faith towards diligently curing any such breach (excluding mere failure to pay sums due hereunder) during said thirty (30) day period and thereafter. In addition, CC Marketplace shall have the right to terminate this Agreement at any time in the event that it determines, in its sole discretion, to discontinue publishing any or all of the Licensed Products. But, in the case of a partial discontinuation, this Agreement shall be deemed terminated by CC Marketplace only with respect to those particular Licensed Products discontinued by CC Marketplace, and this Agreement shall remain in full force and effect with respect to all Licensed Products not discontinued. Termination of the Agreement will under no circumstances imply Licensor returning all or part of the payment outlined in Section 3. Nothing herein will be construed to limit a partys right to recover any: (i) damages arising from a partys breach of this Agreement; (ii) damages arising from early termination of this Agreement as may be allowable by law; or (iii) amounts payable under Section 6.
Good Faith. The parties hereto mutually agree to exercise commercially reasonable efforts in good faith to fulfill the purposes of this Agreement, and to fully cooperate with each other to that end; and, if and to the extent that the consent or cooperation of any third party is required to fulfill the purposes of this Agreement, the parties hereto agree to exercise their best efforts to obtain such consent or, if such consent is not obtainable, to cooperate in any reasonable arrangements designed to provide the parties with the benefits or equivalent result of such consent by other reasonable and lawful means. Moreover, the parties agree to execute any other legal documents, and to take any other action, that may be necessary to effectuate the purposes of this Agreement.
No Fiduciary or Agency Relationship. The parties hereto expressly disclaim and disavow any partnership, joint venture, fiduciary, agency or employment status or relationship between them and expressly affirm that they have entered into this Agreement as independent contractors and that the same is in all respects an “arms-length” transaction. No party hereto has the authority to make any representation or warranty or incur any obligation or liability on behalf of any other party hereto, nor shall they make any representation to any third party inconsistent with this paragraph, except to the extent expressly permitted elsewhere in this Agreement.
Paragraph Headings. The paragraph headings of this Agreement are inserted only for convenience and in no way define, limit or describe the scope or intent of this Agreement nor affect its terms and provisions.
Governing Law. This Agreement shall be governed, construed and enforced in accordance with the laws of the State of Louisiana and the laws of the United States of America. The parties have selected the English Language to define, govern, and interpret their rights and obligations under this Agreement.
Attorneys’ Fees. In the event of any litigation between the parties, the prevailing party shall be entitled to recover from the non-prevailing party all costs and expenses, including without limitation all attorneys’ fees and court costs, incurred by the prevailing party. Such relief shall be in addition to any other relief, award or damages to which the prevailing party may be entitled.
Severability. In the event that any provision of this Agreement, or any operation contemplated hereunder, is found by a court of competent jurisdiction or arbitration to be inconsistent with or contrary to any applicable law, ordinance, or regulation, the latter shall be deemed to control and the Agreement shall be regarded as modified accordingly, consistent with the parties expressed intent and to the maximum extent permitted by law, and the remainder of this Agreement shall continue in full force and effect.
Survival. The parties’ respective obligations, covenants, rights and licenses granted, indemnities, representations and warranties in this Agreement shall survive termination hereof unless indicated otherwise by their express terms.
Final Agreement. This Agreement constitutes the final and complete agreement between the parties concerning the subject matter of this Agreement and supersedes all prior agreements, understandings, negotiations and discussions, written or oral, between the parties with respect thereto. Any waiver of, or promise not to enforce, any right under this Agreement shall not be enforceable unless evidenced by a writing signed by the party making said waiver or promise.
Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto, their heirs, personal representatives, successors and permitted assigns.