Terms of Use

These Terms of Use govern your access to and use of the ecuen.com website, which is owned by Picon Studio with fiscal identification number 78514172S, from now LICENY (with such website, the "Site").

Please read these Terms of Use carefully before accessing or using the Site. These Terms of Use limit LICENY's liability and may substantively affect your rights. By accessing or using the public or private portions of the Site, you accept and agree to be bound by these Terms of Use. If you are accessing or using the Site on behalf of your employer or another person or entity, you represent and warrant that you have full legal authority to bind such employer or other person or entity. If you do not have such authority or you do not agree with these Terms of Use, do not access or use the Site.

Changes to Legal Terms

LICENY may change these Terms of Use and the guidelines, policies, restrictions and agreements on the Site at any time and from time to time without notice. You are cautioned to review the Terms of Use and the guidelines, policies, restrictions and agreements posted on the Site periodically. Your continued access to or use of the Site after any such changes are posted will constitute your acceptance of and agreement to the changes.

Content and Other Materials

LICENY and its subsidiaries (collectively, "Affiliates" and together with LICENY, "we", "us" and possessives thereof) offer an on-line marketplace where people may submit and upload at the Site a variety of works, including film and video footage, music, sound effects, photographs, illustrations, animation, Flash files, templates, media project files and/or other audio, audio-visual, or visual works, whether generated optically, electronically, digitally or by any other means or in any media or other material (any and all of such works that are uploaded to the Site or otherwise submitted to us, individually and collectively, "Content") so the same may be downloaded by and licensed to users, members, registrants and licensees of the Site.

No Content may be uploaded to the Site or otherwise submitted to us unless the person or entity doing so (a "Contributor") first agrees the LICENY Contributor Agreement, as the same may be changed by us from time to time (the "Contributor Agreement"), and any and all Content uploaded to the Site or otherwise submitted to us is contributed to us on the terms and subject to the conditions of the Contributor Agreement.

Except as provided below under Evaluation Usage, no Content may be downloaded or otherwise copied from the Site, unless the person or entity doing so first agrees to the LICENY Royalty Free License Agreement, as the same may be changed by us from time to time (the "License Agreement"), and any and all Content downloaded or copied from the Site is subject to and only may be downloaded and used on the terms and subject to the conditions and restrictions of the License Agreement.

All Content and other works, content and materials (including the organization and presentation of the foregoing) on the Site (the "Materials") and copyrights and other intellectual property rights therein and thereto are the property of us and our licensors and are protected by copyright, trademark and other intellectual property laws. "LICENY" and "ecuen.com" are trademarks of LICENY.

Unless you have entered into a separate written agreement with us, such as the License Agreement and as may be expressly permitted by said agreement, except as provided below under Evaluation Usage, any use of any of these Materials, including any modification, public display or performance, derivative use, exploitation or distribution, without our written permission is strictly prohibited. No copyright and other intellectual property notices or watermark on any Materials shall be deleted or modified.

Evaluation Usage

Provided and for so long as you comply with these Terms of Use, LICENY grants you a limited, non-transferable license (the "Evaluation License") to (i) download watermarked, preview, thumbnail version of any Content consisting of images ("Thumbnail(s)") and the information regarding such Content that is displayed on the Site ("Content Information"), and (ii) use the Thumbnail and Content Information solely for the purpose of evaluating whether you wish to purchase a license to the image under to License Agreement. You may use Thumbnail and Content Information solely for your internal evaluation and for no longer than sixty (60) days from the date of download, except for this limited, internal evaluation use, you may not copy, distribute, publish, display, sublicense, make available, or otherwise use in any way the Thumbnail or the Content Information, and you may not use any Thumbnail in any work or materials distributed or displayed outside of your company. If you purchase a license to the image under to License Agreement, the above limitations will not apply to the extent provided in the License Agreement.

Use of the Site

We operate the Site as a service provider of an on-line marketplace, providing storage of materials on our systems or networks at the direction of LICENY's users.

You will access and use the Site and participate in the Site for lawful purposes only and only in accordance with these Terms and Conditions and the guidelines, policies, restrictions and agreements on the Site.

You will not on or though the Site do any of the following:

(a) conduct any fraudulent, criminal offence or other unlawful activity;

(b) upload any Content that is illegal, offensive, abusive, indecent, defamatory, harassing or menacing;

(c) send or upload any communication, Content that infringes, misappropriates or violates anyone else's copyright, trademark, privacy, publicity or any other legal right;

(d) conduct any activity which consists of or contains software viruses, political campaigning, commercial solicitation, chain letters, mass mailings or any form of "spam";

(e) resell or make commercial use of the Site, any part thereof or, except as permitted by the License Agreement as related to Content downloaded thereunder, any Material;

(f) collect or use of any Content descriptions or information or prices, except (i) to view and evaluate for purchase of a license of the Content under the License Agreement or (ii) as permitted by the License Agreement as related to Content downloaded thereunder;

(g) download or copy any member, registrant or Content information for the benefit of another merchant or website except as necessary to utilize rights to downloaded Content pursuant to the License Agreement;

(i) use any data mining, robots or similar data gathering and extraction tools on or at the Site or use any other automated means to access the Site;

(j) frame or use framing techniques to enclose the Site or any part thereof or any Content or any trademark, logo, or other proprietary information (including images, text, page layout or form) of LICENY or the Site without our express written consent;

(k) use any meta tags or any other "hidden text" utilizing any of our names or trademarks without our express written consent;

(m) take any action that imposes, or may impose in our sole discretion, an unreasonable or disproportionately large load on our servers or other infrastructure or use the Site in any way that causes, or is likely to cause, the Site or access to or use of it to be interrupted, damaged or impaired in any way;

(l) advertise products or services or solicit any user of the Site, whether or not such advertising or solicitation is in the form of unrequested bulk commercial email; or

(m) exploit for any commercial purpose without our express written consent the Site, any part thereof except as necessary to utilize rights to downloaded Content pursuant to the License Agreement.

User Codes

You agree that: (a) you will not share the user ID or password that you obtained or use in connection with your access to or use of the Site, an upload to the Site or a purchase of a license to Content from the Site (collectively "User Codes") with any other person, (b) you will take all necessary actions to preserve the confidentiality of such User Codes, (c) you are responsible for all acts or omissions that occur under any User Code; and (d) you will immediately notify us in writing in the event that you learn that: (i) any such User Code is lost, stolen, or improperly disclosed to a third party; (ii) the authority or employment of any person provided with a User Code on your behalf has been or is about to be terminated; (iii) the confidentiality of any User Code has been compromised in any way; or (iv) you learn about a possible or actual unauthorized access to and/or use of the Site.

Links

The Site may contain links to internet content which is not a part of the Site. You agree and acknowledge that we are not responsible for such content.

Termination of Use

We may at our sole discretion terminate or limit anyone's access to or use of the Site at any time and for any reason without prior notice. In addition, we may immediately terminate or limit your access to or use of the Site and/or any Evaluation License without notice, if you fail to comply with any provision of these Terms of Use or any other agreement with us. In such event, you agree to immediately (i) stop using the Site and all Thumbnails and Content Information and (ii) delete all Thumbnails, Content Information, other Materials and all copies thereof from all digital media and destroy all other copies, or, at LICENY' request, return all such copies to LICENY. If we terminate or limit your access to or use of the Site for breach of any agreement or terms or reasonable cause, LICENY will not be obligated to refund any fees paid by you.

Privacy, Your Personal Data

We are committed to respecting the privacy of the personal information of the individuals with whom we interact. We have developed a Privacy Policy to describe our privacy policies and practices and how we collect, use and disclose the personal information of those individuals who visit the Site. Please see our Privacy Policy for further details.

By inputting any personal information on the Site or otherwise providing any personal information to us, you are consenting to your personal information being shared with and processed in the course of our business by (a) us and our Subsidiaries, which are located in various different countries, including the U.S., which provide varying and in some cases less privacy protection than your country, and (b) in some cases the Content User in case of questions about clearances or claims of infringement.

Services

We may provide services in connection with the Site, including email notifications, image and Content downloading and information publication. We will endeavor to ensure that such services are available, operate correctly and are free from malicious code (e.g., computer viruses). You agree to release and hold harmless LICENY for any damages arising out of your use of the Site, including the unavailability, failure or improper operation of services provided in connection with the Site.

You may incur fees for using certain services ("Fee-Based Services") provided by us. The fees for Fee-Based Services will be conspicuously posted, and you will not be allowed to access any Fee-Based Service without first approving the fees for such service. You agree to pay us all fees charged by us for Fee-Based Services you elect to access.

The Site and Materials Provided "As Is"

THE SITE, OUR SERVICES AND THE MATERIALS ARE PROVIDED "AS IS" WITHOUT ANY REPRESENTATION, WARRANTY OR GUARANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR TITLE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. WE DO NOT REPRESENT OR WARRANT THAT THE SITE, OUR SERVICES AND THE MATERIALS WILL MEET YOUR REQUIREMENTS OR THAT THEIR USE WILL BE UNINTERRUPTED OR ERROR FREE. THE ENTIRE RISK AS TO THE QUALITY, PERFORMANCE AND USE OF THE SITE, OUR SERVICES AND THE MATERIALS IS WITH YOU. 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 Liability

WE AND OUR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, PARTNERS AND AGENTS (including us, collectively, the "LICENY Parties") SHALL NOT BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY GENERAL, DIRECT, PUNITIVE, SPECIAL, INDIRECT, EXEMPLARY, CONSEQUENTIAL OR INCIDENTAL DAMAGES, OR LOST PROFITS OR ANY OTHER DAMAGES, COSTS OR LOSSES OR PROCEEDING ARISING UNDER THESE TERMS OF USE OR ARISING OUT OF YOUR OR ANY OF YOUR REPRESENTATIVES' USE OF THE SITE, OUR SERVICES OR ANY OF THE MATERIALS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES, WHETHER THE ACTION IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR OTHERWISE. THE FEES FOR OUR SERVICES REFLECT AND ARE SET IN RELIANCE UPON THIS ALLOCATION OF RISK AND THE LIMITATIONS OF LIABILITY SET FORTH IN THESE TERMS OF USE. 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.

NOTWITHSTANDING ANYTHING ELSE IN THESE TERMS OF USE, THE TOTAL MAXIMUM AGGREGATE LIABILITY OF THE LICENY PARTIES UNDER THESE TERMS OF USE, OR THE ACCESS OR USE OF THE SITE OR ANY OF THE MATERIALS, SHALL BE LIMITED TO AN AGGREGATE OF ONE ($1) US DOLLAR OR the AMOUNT SET FORTH IN THE LICENSE AGREEMENT, IF APPLICABLE AND GREATER, EVEN IF WE OR ANOTHER LICENY PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Indemnification

You agree to indemnify and hold each of us harmless against all claims or liability asserted against any of us arising out of or in connection with any breach by you or anyone acting on your behalf of any of these Terms of Use.

Claims of Intellectual Property Infringement or Other Rights Violated

We believe that it is important to respect the intellectual property and other rights of others. However, it is not possible for us - and nor do we accept any responsibility - to monitor or be aware of the Content and other Material that is displayed on the Site or the activity of our members, registrant, licensees and users. Accordingly, the Site operates on a "notice and takedown" basis. If you believe that your intellectual property, privacy or other rights have been infringed, misappropriated or violated by any Content or other Material, please complete the Notice for Intellectual Property Infringement or Violation of Other Rights (the "Notice Form") and email it to us at the address set forth therein. Upon our receipt and review of a Notice Form we will take whatever actions we in our good faith discretion determine to be appropriate, including removing the Content or other Material, all of which are taken without any admission as to liability and without prejudice to any rights, remedies or defenses, all of which are expressly reserved. Furthermore, in submitting a Notice Form, you grant to us the right to use, reproduce, translate, and forward the Notice Form to the parties involved in the provision of the applicable Content or other Material.

Interpretation

Unless the context requires otherwise, in any part of these Terms of Use: (a) "including" (and any of its derivative forms, e.g. "includes"), "e.g." and "for example" means "including but not limited to"; (b) "must not", "should not", "shall not" and "may not" are expressions of prohibition, and "will", "must", "should" and "shall" are expressions of command, and not merely expressions of future intent or expectation; (c) use of the singular imports the plural and vice versa; (d) references to one or no gender include the other or no gender; (e) references to the terms "herein" or "hereto" refer to these Terms of Use (including any terms incorporated by reference herein); (f) the headings in these Terms of Use are for ease of reference only and shall not affect its interpretation; and (g) when calculating the time period before which, within which or following which any act is to be done or step taken pursuant to these Terms of Use, the date that is the reference date in calculating such period shall be excluded and the time period shall be deemed to end at 11:59 PM Greenwich Mean Time on the applicable date.

Consent to Electronic Communications

By inputting any information on the Site, you are consenting to receive communications from us electronically and you agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

Miscellaneous Provisions

The parties to these Terms of Use are independent contractors, and nothing in these Terms of Use or the guidelines, policies, restrictions and agreements on the Site shall create a joint venture, partnership, employment relationship, or franchise or fiduciary relationship between the parties.
If any provision of these Terms of Use is deemed invalid, void, or for any reason unenforceable, that provision will be deemed severable and will not affect the validity and enforceability of any remaining condition.
No waiver of any default under these Terms of Use will apply to any subsequent default, whether of a similar nature or not, nor will any such waiver be construed as a waiver of any other provision of these Terms of Use.
If any provision, or portion thereof, of these Terms of Use, or its application to any person or circumstance, shall be invalid, illegal or unenforceable to any extent, the remainder of these Terms of Use, such provision and their application shall not be affected thereby, but shall be interpreted without such unenforceable provision or portion thereof so as to give effect, insofar as is possible, to the original intent of the parties, and shall otherwise be enforceable to the fullest extent permitted by law.
These Terms of Use shall be construed in accordance with the laws of Spain without regard to its choice of law provisions. The United Nations Convention on Contracts for the International Sale of Goods does not govern these Terms of Use. Any access to and use of the Site and the entering into these Terms of Use will be deemed to take place in Spain.
Any dispute regarding these Terms of Use will be resolved exclusively in Las Palmas de G.C. in Spain. We and you hereby waive any objection to venue, or to the inconvenience of the forum, of any such court or right to trial by jury to resolve any such dispute. The parties hereby consent to the jurisdiction of such courts.
You represent that, if you are an individual, you are at least 18 years of age and have the full right and authority to enter into these Terms of Use.
The LICENY Parties are intended third party beneficiaries of these Terms of Use. Nothing in these Terms of Use or the guidelines, policies on the Site, express or implied, is intended to or shall confer upon any third person or entity other than the LICENY Parties any rights, benefits or remedies of any nature whatsoever. Without limiting the generality of the foregoing, no provision herein shall be for the benefit of or enforceable by any creditor of any party hereto.
If you breach any provision of these Terms of Use and we take no action, we will still be entitled to use our rights and remedies in any other situation where you breach these Terms of Use.
Your obligations and our rights and remedies set out in these Terms of Use are cumulative and are in addition to your obligations and our rights and remedies at law or in equity.
LICENY may assign these Terms of Use without your consent to any other party so long as such party agrees to be bound by its terms.
These Terms of Use are in addition to the LICENY Contribution Agreement, the LICENY Royalty Free License Agreement and the LICENY Privacy Policy and the policies, guidelines and restrictions contained on the Site (which are all incorporated by this reference into these Terms of Use).

Close

Usage Agreement

Besides the Terms and conditions agreement, this Usage agreement specifies the conditions of using material marked as type "creative" downloaded from the Liceny website.

The downloading Member agrees that he (she) shall be bound by this Usage agreement and by the Terms and conditions of this agreement.

1

The Non-Exclusive Downloading Member acknowledges and agrees that this Agreement does not effectuate any sale of the Work. Except for the rights specifically sublicensed under this Agreement, the Non-Exclusive Downloading

Member shall not have any right, title or interest in or to, and in any event shall have no ownership of, the Work, including any copyright and other intellectual property rights.

2

Subject to the terms and conditions of this Agreement, Liceny hereby grants to the Non-Exclusive Downloading Member a non-exclusive, perpetual, worldwide, non-transferable sublicense to use, reproduce or display the Work an unlimited number of times in the authorized media solely for (a) personal or educational purposes and (b) in connection with the operation of a business. However, the Non-Exclusive Downloading Member shall have no right to sell or distribute for sale the Work or any reproductions thereof, whether alone or incorporated or together with or onto any item of merchandise or other work of authorship, in any media or format now or hereafter known which primary value lies in the Work itself. The Non-Exclusive Downloading Member shall have no right to grant further sublicenses. The Non-Exclusive Downloading Member shall have the right to transfer files containing the Work or permitted derivative works to direct clients, customers, and employees, or have the Work reproduced by subcontractors, provided that such subcontractors agree to abide by the restrictions of this agreement. In the normal course of workflow, the Non-Exclusive Downloading Member may also convey to a third party (such as a printer) temporary copies of the Work that are integral to the work product and without which the work product could not be completed. Third parties and subcontractors shall have no further or additional rights to use the Work and cannot access or extract it from any other file provided. The Non-Eclusive Downloading Member may create a digital library, network configuration or similar arrangement to allow the Work to be viewed by their employees, partners and clients. The Non-Exclusive Downloading Member shall pay to Liceny a sublicense fee in accordance with Liceny´s standard pricelist. Notwithstanding anything to the contrary contained in this Agreement, with respect to electronic formats, the Non-Exclusive Downloading Member's reproduction, distribution or display of the Work shall be limited to a resolution of 400 x 400 pixels in website uses (regardless of the resolution of the Work available for downloading from the Liceny website), and shall be limited to the resolution available for downloading from the Liceny website in other electronic uses. For clarification purposes but subject to the foregoing restrictions, it is intended that this sublicense shall permit use, reproduction and display of the Work in or for a business or commercial setting or circumstances, as a logo for a business (including on a website), display in an office or other place of business, on advertising and promotion materials, and the like. In addition, the Non-Exclusive Downloading Member shall have the right to create modified and derivative works based upon the original Work (derivative works within the meaning of the Spain Copyright Act). The permitted use of the modified and derivative works includes all the uses permited to the Non-Exclusive Downloading Member with respect to the original work as well as for the derivative works in items for re-sale including t-shirts, mugs, calendars, posters mouse pads and alike.

3

Notwithstanding anything to the contrary contained in this Agreement, and without limitation to any aforementioned restrictions, the Non-Exclusive Downloading Member acknowledges, agrees and warrants that he or she shall not:

(a) sublicense, sell, assign, convey or transfer any of it's rights under this agreement. Sell, license or distribute the Work or any modified Work as stand-alone files or as part of an online database or any other database, or any derivative product containing the Work in such way that would allow a third party to download, extract or access the Image as a stand-alone file;

(b) share the Work with any other person or entity except as expressly permitted under this Agreement;

(c) post the Work online in downloadable format, post the Work on an electronic bulletin board, or enable the Work to be distributed via mobile telephone devices. Include the Work in any electronic template or application, including those that are web based, where the purpose is to create multiple impressions of an electronic or printed product, including but not limited to website design, presentation templates, electronic greeting cards, business cards or any other electronic or printed matter;

(d) download or store the Work on more than one computer at the same time, except that the Non-Exclusive Downloading Member may make a single backup copy to be stored on media separate from the single permitted computer;

(e) use, reproduce, distribute or display the Work in connection with design template applications intended for resale;

(f) use, reproduce, distribute or display the Work in connection with any goods or services intended for resale or distribution which primary value lies in the work itself, including, without limitation, mugs, t-shirts, posters, greeting cards, posters or other merchandise, and any of the foregoing in "print on demand" or tangible or electronic formats, as applicable;

(g) use, reproduce, distribute or display the Work (including, without limitation, by itself or in combination with any other work of authorship) in any manner that is libelous or slanderous or otherwise defamatory, obscene or indecent;

(h) remove any notice of copyright, trademark or other intellectual propertyright, or other information that may appear on, embedded in, or in connection with the Work in its original downloaded form, it being understood that the Non-Exclusive Downloading Member shall reproduce any and all such notices in any backup copy of the file comprising the Work that the Downloading Member makes;

(i) incorporate the Work into a trademark or service mark;

(j) take any action in connection with the Work that violates any law, regulation or statute in an applicable jurisdiction;

(k) Use the Work in an editorial manner, without the following credit adjacent to the Image: "© Photographer's name / Liceny";

(l) take any action in connection with the Work that violates or infringes the intellectual property or other rights of any person or entity, including, without limitation, the moral rights of the creator of the Work and the rights of any person who, or any person whose property, appears in the Work;

(m) take any action in connection with the Work that associates it or the creator of the Work, or the persons or property appearing in the Work (if any), with any political, religious, economic or other opinion-based movements or parties;

(n) use the Work in a way that places any person in the photo in a bad light or depicts them in a way that they may find offensive - this includes, but is not limited to:

(1) the use of Images in pornography;
(2) tobacco ads;
(3) ads for adult entertainment clubs or similar venues, or for escort, dating or similar services;
(4) political endorsements;
(5) advertisements for pharmaceutical products, including, but not limited to personal hygiene or birth control products;
(6) uses that are defamatory, or contain otherwise unlawful, offensive or immoral content.
(7) creating fake personalities (for example drivers licenses, internet identities)
(8) applications using the image as an avatar or as an interactive virtual person or entity
(9) image labeled with the name of someone else, pretending the model is someone else

4

As indicated above, the Non-Exclusive Downloading Member shall pay to Liceny a sublicense fee in accordance with Liceny's pricelist.

5

The Non-Exclusive Downloading Member acknowledges and agrees that Liceny and/or its licensor retains all rights, title and interest in and to the Work (except for the rights granted pursuant to this Agreement), and that neither title nor any ownership interest in or to the Work is transferred to the Non-Exclusive Downloading Member by virtue of this Agreement. Liceny and/or its licensor (as applicable) shall also retain the right to use, reproduce or display the Work solely to demonstrate the Work as part of his or her professional portfolio. Without any limitation to any other rights that Liceny may retain, Liceny shall continue to have the right to use the Work for internal archival and reference purposes.

6

In addition to the representations and warranties made by the Non-Exclusive Downloading Member above, each of Liceny and the Non-Exclusive Downloading Member hereby represent and warrant that it, or he or she, has the right to enter into this Agreement.

7

The Non-Exclusive Downloading Member agrees to indemnify, defend and hold harmless Liceny and its affiliates, and their respective officers, directors, employees, owners, agents, representatives, licensors and (sub)licensees (collectively, "Indemnitees") from and against all claims, expenses (including attorney fees) or other liability arising from the Non-Exclusive Downloading Member"s breach of any of his or her representations, warranties or obligations under this Agreement, and from any and all uses of the Work, including, without limitation, any claims or actions based on infringement or violation of intellectual property rights, libel or slander or other defamation, right of privacy or "false light", right of publicity or blurring or distortion or alteration whether or not intentional. Liceny shall have the right, in its sole discretion, to control the defense of any claim, action or matter subject to indemnification by the Non-Exclusive Downloading Member with counsel of its own choosing. The Non-Exclusive Downloading Member shall fully cooperate with Liceny in the defense of any such claim, action or matter.

8

The Non-Exclusive Downloading Member agrees that neither Liceny nor its affiliates, nor any of their respective officers, directors, employees, owners, agents, representatives, licensors and (sub)licensees (other than the Downloading Member), shall be liable for any damages, whether direct, incidental, indirect or consequential, arising from any use or non-use of the Work, even if such parties have been advised, or advised of the possibility, of such damages. The Non-Exclusive Downloading Member acknowledges that Liceny generally does not have releases for the trademarks, logos or other intellectual property of other parties that may be depicted in some Works. The procuring of such releases is the responsibility of the Non-Exclusive Downloading Member. The Non-Exclusive Downloading Member acknowledges that Liceny generally does not have releases from property owners, manufacturers or designers of commercial products such as (without limitation) automobiles, aircraft, packaged products, designer clothing, etc. that are depicted in some Works. It is generally not possible for any stock image library or artist to get blanket releases for such products, but they can often be obtained on a case-by-case basis. The procuring of such releases is the responsibility of the Non-Exclusive Downloading Member. The work is provided "as is" and, except as expressly set forth in this agreement, neither party makes any representations or warranties, express or implied, including any implied warranties of merchantability or fitness for a particular purpose.

9

This Agreement shall continue in perpetuity unless terminated in accordance with this Section. Liceny may at any time terminate this Agreement with respect to any Work in the event of any breach by the Non-Exclusive Downloading Member of any of his or her representations, warranties or obligations under this Agreement. The Non-Exclusive Downloading Member may at any time terminate this Agreement. Each of Liceny and the Non-Exclusive Downloading Member shall notify the other in the event it, he or she terminates this Agreement. Liceny shall also have the right, in its sole discretion, to deny the downloading of any Work from the Liceny website. Upon termination of a license for any particular Work, the Non-Exclusive Downloading Member shall immediately cease using such Work, destroy, or upon the request of Liceny return the Work to Liceny, delete or remove the Work from its permises, computer systems and storage (electronic and physical), and shall ensure that its clients and customers do likewise.

10

Upon the termination of this Agreement, the Non-Exclusive Downloading Member shall cease using the Work and destroy all copies of the Work, and all derivative works and related materials (if any), in his or her possession or control. At Liceny´s request, the Non-Exclusive Downloading Member shall certify in writing to such destruction of the Work, derivative works and/or related materials. Termination of this Agreement shall not relieve the Non-Exclusive Downloading Member from any payment obligations that may have arisen prior to such termination. The provisions of Sections 1, 4, 5, 6, 7, 8, 10 and 11 shall survive the termination of this Agreement.

11

This Agreement shall be governed by and construed in accordance with the laws of Spain, without regard to any conflict of laws principles. Any legal action, suit or proceeding arising out of or relating to this Agreement shall be instituted in a court of competent subject matter jurisdiction of Spain, and the Non-Exclusive Downloading Member and Liceny each submit to the personal jurisdiction of such court and waive any right each might otherwise have to claim lack of personal jurisdiction or inconvenience of forum. The relationship between Liceny and the Non-Exclusive Downloading Member under this Agreement is that of independent contractors. For clarification purposes, the parties are not joint ventures, partners, principal and agent, or employer and employee. Neither party shall have the power to bind or obligate the other in any manner. The Non-Exclusive Downloading Member agrees that he or she shall be responsible for all use, sales, value-added and similar taxes and duties imposed by any governing authority in any jurisdiction in connection with the license granted to him or her under this Agreement. No waiver on the part of Liceny to exercise any power, right, privilege or remedy under this Agreement, and no delay on the part of Liceny to exercise any such power, right, privilege or remedy, shall preclude any other or further exercise thereof or of any other power, right, privilege or remedy. Liceny agrees that, in the event of commencement of bankruptcy proceedings by or against Liceny, the Non-Exclusive Downloading Member, as licensee of such rights under this Agreement, shall retain and may fully exercise all of its rights under this Agreement (including the license granted under this Agreement) and all of its rights and elections. Liceny shall have the right, in its sole discretion, to assign any or all of its rights or obligations under this Agreement. The Non-Exclusive Downloading Member shall have no right to assign any of his or her rights or obligations under this Agreement. This Agreement shall be inure to the benefit of, and be binding upon, Liceny and the Non-Exclusive Downloading Member, and their respective successors and assigns. Nothing in this Agreement, express or implied, is intended to confer upon any person or entity, other than Liceny and the Non-Exclusive Downloading Member, and their respective successors and assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement. Whenever the context so requires, the singular number shall include the plural and vice versa, and the masculine, feminine and neutral genders shall include each other. If any term or provision of this Agreement is invalid, illegal or unenforceable, all other terms and conditions of this Agreement shall nevertheless remain in full force and effect.

Close