|
>> back to gallery index |
|
End Use LicenseThis Agreement made as of the date set out below, by and between Rhizome Internet L.L.C., a Delaware limited liability company with its principal offices at 368 Broadway, Suite 403,New York, New York 10013 ("Rhizome"), and the licensee identified below ("Licensee").Rhizome maintains at this Web Site a library (the "StockObjects Library") of digital objects that may include images, animations, 3-D models and applets (each a "Digital Object"). Licensee has selected a Digital Object (the *Licensed Object*) for which it wishes to obtain a license from Rhizome. By using any of the objects contained in this package, you agree to this terms of this license. 1. LICENSE FEES Rhizome agrees to grant this license free of charge for the objects contained herein. 2. GRANT OF LICENSE (a) Rhizome grants Licensee a nontransferable, nonexclusive, license for the term of this Agreement to download the Licensed Object and to use the Licensed Object solely (i) for the purposes of creating preliminary designs and presenting the same to Licensee's clients, potential clients and contractors for demonstration purposes; (ii) in any Web, intranet, extranet or other online site developed in whole or in part by Licensee (an "Online Product"); (iii) in any packaged digital media developed in whole or in part by Licensee, including DVD disc, CD-ROM disc, CD-I disc, or diskette (each, a "Packaged Product") Licensee may not sublicense, reproduce, modify, display, distribute, perform, make derivative works from or otherwise use the Licensed Object except as expressly provided in this Agreement. An Online Product or Packaged Product may not include any database or other product that is designed to permit end users to access the Licensed Object individually. Licensee may not remove any watermark, copyright notice or other identifying information from any copy of the Licensed Object, including any copies of the Licensed Object that Licensee provides to third parties in accordance with this Agreement. Licensee's use of the Licensed Object must at all times be in compliance with all applicable laws and regulations. (b) In the event that Licensee is retained by a third party to provide consulting or development services in connection with such third party's creation or development of an Online Product or Packaged Product that incorporates the Licensed Object, Licensee may authorize such third party to use the Licensed Object in such product, provided that such third party agrees in writing (i) to reproduce, display, perform and distribute the Licensed Object solely as part of such product, the development thereof and the sale, license or distribution thereof to end users; (ii) to retain in all copies of the Licensed Object any watermark, copyright notice or other identifying information that may be contained in the Licensed Object; (iii) to comply with all other use restrictions set out in this Agreement regarding the Licensed Object (iv) to defend, indemnify and hold harmless Rhizome and its officers, employees, agents, representatives, or suppliers from and against all claims and expenses (including reasonable attorneys' fees and expenses) arising out of any unauthorized use of a Licensed Object by such third party and (v) that upon termination of this Agreement for any reason, all rights granted to such third party with respect to the Licensed Object shall terminate, and such third party shall immediately stop using the Licensed Object and delete or destroy all copies of the Licensed Object. (c) If you would like to incorporate the Licensed Object in a product other than those permitted under this Agreement, please contact Rhizome at legal@stockobjects.com to discuss additional licensing options. 3. UNAUTHORIZED USE Without limiting Rhizome's rights or remedies with respect to the Licensed Object, unauthorized use of the Licensed Object may constitute copyright infringement entitling Rhizome to exercise all rights and remedies under United States or other Copyright laws, including but not limited to an injunction preventing further use and damages up to $100,000 for each willful infringement. Licensee acknowledges and agrees that, in light of the value of the Licensed Object, there may not be a sufficient remedy at law for unauthorized use of such Licensed Object and that Rhizome shall be entitled, without waiving any other rights or remedies, to the issuance without bond of ex parte preliminary or permanent injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction. 4. DISCLAIMER OF WARRANTIES NEITHER RHIZOME NOR ITS OFFICERS, EMPLOYEES, AGENTS, REPRESENTATIVES, OR SUPPLIERS REPRESENT OR WARRANT THE RELIABILITY, TIMELINESS OR COMPLETENESS OF THE LICENSED OBJECT OR THAT THE SAME IS NON-INFRINGING OF COPYRIGHT OR OTHER RIGHTS. ANY USE OF THE LICENSED OBJECT SHALL BE AT LICENSEE'S SOLE RISK. THE LICENSED OBJECT IS PROVIDED 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. 5.LIMITATION OF LIABILITY In no event shall Rhizome or its officers, employees, agents, representatives, or suppliers be liable for any indirect, incidental, special or consequential damages arising out of or relating to the Licensed Object, whether based in warranty, tort, contract, failure of essential purpose, or otherwise. In no event shall Rhizome's liability hereunder exceed the license fees paid by Licensee hereunder. 6. INTELLECTUAL PROPERTY RIGHTS As between Rhizome and Licensee, Rhizome retains all right, title and interest, including copyrights and other intellectual property rights, in and to the Licensed Object. 7. TERM & TERMINATION This Agreement is effective as of the date identified in Section 11 and shall remain in effect unless sooner terminated in accordance with this Agreement. Licensee may terminate this Agreement at any time upon notice to Rhizome. Rhizome may terminate this Agreement upon notice to Licensee in the event that Licensee materially breaches any of its obligations under this Agreement. Upon termination of this Agreement for any reason, the license granted hereunder shall terminate and Licensee must immediately (i) stop using the Licensed Object and (ii) delete or destroy all copies of the Licensed Object or, upon request of Rhizome, return all such copies to Rhizome. 8. INDEMNIFICATION Licensee agrees to defend, indemnify and hold harmless Rhizome and its officers, employees, agents, representatives, or suppliers from and against all claims and expenses (including reasonable attorneys' fees and expenses) arising out of any unauthorized use of a Licensed Object by Licensee or any third party to whom Licensee has provided copies of, or access to, the Licensed Object or any breach by Licensee of the terms of this Agreement. 9. DISPUTE RESOLUTION (a) Except as provided in Section 9(c), any dispute, controversy or claim arising out of, relating to, or in connection with, this Agreement or the Licensed Object (a "Dispute") shall be finally settled by arbitration. The arbitration shall be conducted in accordance with the American Arbitration Association International Rules then in effect, as modified by this Section 13. The arbitration shall be conducted by one arbitrator. The parties agree to seek to reach agreement on the identity of the sole arbitrator within thirty (30) days after the initiation of arbitration. If the parties are unable to reach agreement on the sole arbitrator within such thirty (30) day period, then the appointment of the sole arbitrator shall be made by the American Arbitration Association, which shall promptly notify the parties of the appointment of the sole arbitrator. The place of arbitration shall be the County of New York in the State of New York, and it shall be conducted in the English language. The arbitrator shall be empowered to order specific performance of the Agreement. (b) The arbitral award shall be in writing and shall be final and binding on the parties. The award may include an award of costs, including reasonable attorneys' fees and disbursements. Judgment upon the award may be entered by any court having jurisdiction thereof or having jurisdiction over the parties or their assets. (c) Except as provided in this Section 9(c), the procedures specified in this Section 9 shall be the sole and exclusive procedures for the resolution of Disputes between the parties; provided, however, that (i) a party may seek a preliminary injunction or other provisional judicial relief if in its reasonable judgment such action is necessary to avoid irreparable damage or to preserve the status quo, in which case the parties will continue to participate in good faith in the procedures specified in this Section 9 and (ii) with respect to any claims asserted by either party relating to infringement of copyright or other intellectual property rights, such party shall bring suit in a court of competent jurisdiction. The parties hereto irrevocably consent to the jurisdiction of the state and federal courts located in the County of New York in the State of New York with respect to any suit brought in such location pursuant to this Section 9(c). 10. SURVIVAL The terms of Sections 3, 4, 5, 6,7, 9, 11 and this Section 10 shall survive any termination of this Agreement. 11. MISCELLANEOUS
Licensee represents to Rhizome that Licensee has the full right and authority to enter into this Agreement. This Agreement, the Conditions of Use and any Subscriber Agreement that Licensee may have entered into with Rhizome, as the same may be amended by Rhizome from time to time, constitute the complete and exclusive agreement between Rhizome and Licensee with respect to the subject matter hereof and supersede all prior discussions, understandings and agreements with respect to the subject matter hereof. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, all other provisions shall remain in full force and effect. Waiver by a party of any breach of any provision of this Agreement by the other party shall not operate or be construed as a waiver of any subsequent or other breach. This agreement shall be construed in accordance with the laws of the State of New York, without regard to its conflict of laws rules. Licensee may not assign or transfer this Agreement or any rights granted hereunder without the prior written consent of Rhizome. This Agreement shall be binding on and inure to the benefit of the parties hereto, their successors and permitted assigns.
This Agreement is effective as of this date
Agreed to and accepted: |