CONTENT LICENSE AGREEMENT
This is a legal contract between you and SparrowStock. By downloading Content from our website, you have agreed to be bound by the terms of this Agreement in respect of that Content. If you do not accept or agree with these terms do not download the Content.
This is a license, not a sale. We or our Contributors continue to own the intellectual property rights in the Content. The Content is provided under the terms of the following license agreement (“Agreement”) that states what you may and may not do with the Content and contains limitations on warranties and remedies.
Only you are permitted to use the Content. Any additional persons who wish to use the Content must download it from the SparrowStock website themselves.
Within this Agreement, ”SparrowStock”, “SS”, “we”, “our” and “us” refers to SparrowStock, a division of Salem Church Products, and “you” and “your” refers to you, the user/customer/organization, “Contributor” refers to a party that has elected to provide one or more photographs, images, still images, or designs under the terms of the Contributor Agreement for license to users on and through the SparrowStock site.
1. This Agreement governs your use of all SparrowStock’s Content (namely, any photographic image, image, still image, design, illustration, or other material) in any format that you are downloading from the SS website in conjunction with you entering into this Agreement with SS (“Content”). You acknowledge that the Content is the property of SS and its Contributors. If you are entering this Agreement on behalf of your organization or entity, then your entity is bound to the license granted, and the restrictions and limitations detailed herein regardless of your future employment with such entity.
2. We hereby grant to you a perpetual, non-exclusive, worldwide, non-transferable, license to use the Content on the terms and conditions contained in this Agreement. Unless the activity is expressly prohibited, you can do it. All other rights to and in the Content and accompanying materials (if applicable), including, without limitation, all intellectual property rights relating thereto, are retained by SS or its Contributors, as the case may be.
3. You may:
(a) install the Content in only one location;
(b) make one (1) copy of the Content solely for back-up purposes;
(c) use the product on an unlimited, royalty-free basis, assuming all other manners of this agreement have been followed;
(d) use SparrowStock Content as needed except for in any manner listed as a Prohibited Use.
4. You may not do anything with the Content that is expressly prohibited. For greater certainty, you MAY NOT:
(a) provide a copy of the Content, or any portions thereof, to anyone or allow anyone to gain access to the Content, or any portion thereof, except as permitted above.
(e) use the Content in a fashion that is considered by SS (acting reasonably), or under applicable law is considered to be obscene, defamatory, libelous, pornographic in nature; infringing or otherwise in violation of the rights of any person or entity;
(f) use the Content in a fashion that would be reasonably likely to bring any person, entity, place or thing into disrepute;
(f) copy, duplicate, or replicate the Content in any way
(g) remove any notice of copyright, trade-mark or other proprietary right from any place where it appears on or in the Content;
(h) use the Content as part of a trademark, servicemark, logo or similar purpose;
(i) sub-license, re-sell, rent, lend, or otherwise distribute the Content;
(j) post a copy of the Content on a network server or web server for use by other users;
(k) transfer the rights to the Content, except as specifically provided for elsewhere in this Agreement.
(l) use the Content to reasonably believe the person in the Content or the Contributor personally uses or endorses any business, product, service, cause, association or other matter;
(m) depicts such person(s) in a potentially sensitive situation or subject matter (for clarity, political parties/persons, sexual preferences, sexual connotations or implied sexual activity, mental and physical health issues, crime, any and all illegal activity, abuse: mental or physical, or any other manner) that could depict the person(s) in any unflattering, defaming or offensive manner.
5. This Agreement is effective until it is terminated.
(a) You can terminate this Agreement by destroying the Content along with any copies or archives of it or accompanying materials (if applicable), and ceasing to use the Content for any purpose.
(b) The Agreement also terminates if at any time you fail to comply with the terms of this Agreement. Upon termination of this Agreement, you hereby agree to destroy all copies and archives of the Content to cease using the Content for any purpose, and to confirm to SS in writing that you have complied with these requirements.
6. Termination of this Agreement does not relieve you of your responsibility to pay any amounts due to SS under this agreement or your obligations to not use the Content other than in the manner permitted under this Agreement.
LIMITED REPRESENTATIONS AND WARRANTIES:
7. Statements as to any rights and ownership of the Content are provided as a reference only and questions regarding the usability for any purpose or proposed use should be directed to Sparrow Stock.
8. THE CONTENT AND ACCOMPANYING MATERIALS (IF APPLICABLE) ARE PROVIDED “AS IS” WITHOUT REPRESENTATION, WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. SS DOES NOT REPRESENT OR WARRANT THAT THE CONTENT WILL MEET YOUR REQUIREMENTS OR THAT ITS USE WILL BE UNINTERRUPTED OR ERROR FREE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE CONTENT IS WITH YOU. SHOULD THE CONTENT PROVE DEFECTIVE, YOU (AND NOT SS) ASSUME THE ENTIRE COST OF ALL NECESSARY CORRECTIONS.
10. Certain jurisdictions do not allow the exclusion of implied warranties, so the above exclusion may not apply to you. You have specific rights under this warranty, but you may have others, which vary from jurisdiction to jurisdiction.
LIMITATION OF REMEDIES & LIABILITY:
11. SparrowStock’s entire liability and your exclusive remedy, with respect to any claims arising out of your use of the Content or accompanying material (if applicable), or out of your actions in downloading the Content, shall be as follows:
(a) You may, upon request to SS, be permitted to download the Content again, if possible, at a location SS will provide for you.
12. IN NO EVENT SHALL SS OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, PARTNERS, OR AGENTS BE LIABLE FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING DAMAGES FOR LOSS OF PROFITS, INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) IN CONNECTION WITH ANY CLAIM, LOSS, DAMAGE, ACTION, SUIT OR OTHER PROCEEDING ARISING UNDER OR OUT OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION YOUR USE OF, RELIANCE UPON, ACCESS TO, OR EXPLOITATION OF THE CONTENT, OR ANY PART THEREOF, OR ANY RIGHTS GRANTED TO YOU HEREUNDER, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER THE ACTION IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR OTHERWISE.
13. IN ANY EVENT, THE TOTAL MAXIMUM AGGREGATE LIABILITY UNDER THIS AGREEMENT, THE LICENSE PROVIDED HEREUNDER, OR THE USE OR EXPLOITATION OF ANY OR ALL OF THE CONTENT IN ANY MANNER WHATSOEVER SHALL BE LIMITED TO THE FEES ACTUALLY PAID BY YOU TO SS UNDER THIS AGREEMENT IN RESPECT OF THE USE OF THE CONTENT.
14. SOME JURISDICTIONS DO NOT ALLOW FOR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.!
15.You agree to indemnify, defend and hold SparrowStock, its affiliates and their respective employees, officers, directors, shareholders and agents harmless from and against any and all claims, actions, suits, proceedings, liabilities, losses, damages, liabilities, fines and penalties together with all costs and expenses (including, without limitation, reasonable attorneys’ fees) incurred by such persons and entities as a result of, or arising out of or in connection with: (i) your use of the Site (including, but not limited to, use under your User name by any person, whether or not authorized by you), (ii) any breach by you of these Terms, (iii) any of Your Content; or (iv) any claim that your use of Contributor Content infringes, misappropriates or otherwise violates any law or any patent, trademark, copyright, trade secret, right of privacy, attribution of publicity, moral rights or any other intellectual property or other right of any third party or any other claim arising from your use of Contributor Content. SparrowStock reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of SparrowStock.
16. If any provision or part thereof of this Agreement is wholly or partially unenforceable the parties or, in the event the parties are unable to agree, a court of competent jurisdiction, shall put in place thereof an enforceable provision or provisions, or part thereof, that as nearly as possible reflects the terms of the unenforceable provision or part thereof.
17. You agree to pay and be responsible for any and all sales taxes, use taxes, value added taxes and duties imposed by any jurisdiction as a result of the license granted to you, or of your use of the Content, pursuant to this Agreement.
18. SparrowStock reserves the right to elect at a later date to replace the Content with an alternative for any reason. Upon notice, sent to the address or contact information provided by you at the time the Content was downloaded, or such other address as you may advise us in writing to use, from time to time, of such replacement, the license for the replaced Content terminates for any products that do not already exist, and this license automatically applies to the replacement Content. You agree not to use the replaced Content for future products and to take all reasonable steps to discontinue use of the replaced Content in products that already exist.
JURISDICTION & ARBITRATION:
19. This Agreement will be governed under the laws of the State of California and the federal laws of the United States of America applicable therein (without reference to conflicts of laws principles). You consent to service of any required notice or process upon you by registered mail or overnight courier with proof of delivery notice, addressed to the address or contact information provided by you at the time the Content was downloaded, or such other address as you may advise us in writing to use, from time to time.
20. Any and all disputes arising out of, under or in connection with this Agreement, including without limitation, its validity, interpretation, performance and breach, shall be submitted to arbitration in California.
21. If SS is obligated to go to court, rather than arbitration, to enforce any of its rights, or to collect any fees, you agree to reimburse SS for its legal fees, costs and disbursements if SS is successful.
22. 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 SPARROWSTOCK, WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN YOU AND SS RELATING TO THE SUBJECT OF THIS AGREEMENT.