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Comstock Royalty Free CD-ROM License Agreement
1.     Essential Information � please read
YOU SHOULD CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS.  YOUR PURCHASE OR USE OF THIS PRODUCT SIGNIFIES YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS
2.     License
  a) Geographic Limits:
    Comstock, Inc. (�Comstock�) provides this computer disc, entitled Comstock Royalty Free CD-ROM  (the �Disc�) which contains software and digitized photographs (the �Images�).  Comstock licenses you the use of the Disc and Images only as provided below in the United States and other countries on a non-exclusive and non-transferable basis.  All other rights to the Disc, its software and the Images, including without limitation, copyright and all other rights, are retained by Comstock.
  b) Number of Users:
    THIS IS A TEN (10) PERSON MULTI-LICENSE AGREEMENT.  You and nine (9) other designated people are permitted to use the Disc.  THIS IS NOT A SIMULTANEOUS USE LICENSE.  You may not have more than ten designated people, whether employees or contractors, use the Disc, even if only ten people are using the Disc at the same time.  You may not use this Disc on a server or create any other image library that permits access to more than ten designated people.
    Additional Seat Licenses are available for more than the ten permitted users.  Quantity discounts are available.  To obtain seat licenses please call Comstock at 1-800-225-2722.
  c) Permitted Uses:  You may:
    (i) Back up, copy, or archive this disc as is necessary for your own personal use, and only as is necessary for that use. Any copy or archive you make must include the Disc�s copyright information.
    (ii) Use any of the Images on the Disc in any electronic or print media, including advertising brochures, newsletters, editorial layouts, billboards, web pages, and magazines.
    (iii) Use any of the Images on the Disc for any Items for Resale, including Book Covers, T-shirts, or Coffee Mugs, provided these Items are not intended to allow the re-distribution or re-use of the Images on this Disc.
    (iv) Modify or alter any of the Images on the Disc as is necessary for your use of them, as allowed for elsewhere in these terms and conditions, provided that the rights to any derivative work shall belong to Comstock. Such derivative work may be used only as permitted in accordance with these terms and conditions, and you hereby assign any and all copyrights with respect to such derivative work to Comstock, which assignment the parties hereby agree is valid under the U.S. Copyright law. If requested by Comstock, you agree to execute a written assignment of any such copyrights with respect to such derivative work.
  d) Prohibited Uses: You may not:
    (i) Transfer the rights to the Disc or its Images, except as specifically provided for elsewhere in this agreement.  The rights aren�t yours to give away; they remain the property of Comstock under any and all circumstances.
    (ii) Reverse engineer, decompile, or disassemble any part of the Disc, its software, or any part of it, subject to applicable law.
    (iii) Copy or reproduce the Disc, the Images it contains, or the materials that accompany it, except as specifically provided for above in paragraph 2(c)
    (iv) Remove any copyright or trademark from any place where it appears on the disc, or its accompanying materials.
    (v) Use the Disc or the Images it contains in any way that could be considered defamatory, libelous, pornographic, obscene, immoral, or fraudulent.
    (vi)  Display the Images on the Disc in any digital format or for any digital use at a resolution greater than 640x480 pixels, except in editorial or preliminary design work.  Doing so will be viewed as an attempt to distribute the Images in violation of this agreement. We�re specifying this so that no one can steal the Images from you, even if that was not your intention.
    (vii) Use the Disc, its Images or any part of them as part of a trademark or servicemark.  Comstock retains the full rights to the contents of the Disc, and as such, you cannot establish your own rights over any part of them.
    (vii) Re-sell, distribute or sub-license the Disc, the Images, or the rights to use the Images. Comstock is in the business of licensing Images for use by its customers. It is the specific intent of this provision to prohibit a purchaser or licensee, of Comstock�s images from using these images to enter, either directly or indirectly, a similar or competing business. It is therefore prohibited to use the images in a product whereby the purchaser, or licensee, of that product can then in any way, or be permitted to in any way, use the images for their own purposes
3.  Terms and Photo Credit: 
  This License is effective until it is terminated. You can terminate by destroying the Disc, along with any copies or archives of it and the Images it contains.
  The license also terminates if at any time you fail to comply with the terms of this agreement. If this happens, you hereby agree to destroy all copies or archives of the Disc, along with any copies or archives of the Images it contains.
 
Comstock requests the phrase " Photo:  www.comstock.com" appear adjacent to the images or on a credit page.
4.  Limited Warranty:
  a) What Is and Is Not Warranted
    Comstock warrants that this disc will be free from defects in materials and workmanship under normal use for a period of 90 days from the date of delivery to you, as evidenced by your receipt.
    EXCEPT AS PROVIDED ABOVE, THE DISC IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. COMSTOCK DOES NOT WARRANT THAT THE IMAGES CONTAINED IN THE DISC WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE DISC WILL BE UNINTERRUPTED OR ERROR FREE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE DISC IS WITH YOU. SHOULD THE DISC PROVE DEFECTIVE, YOU (AND NOT COMSTOCK OR AN AUTHORIZED PERSONNEL OR OTHER COMPUTER DEALER) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION.
  b) Consumer Rights:
    Certain states 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 state to state.
5.  Limitation of remedies:
  a) Replacement or Refund. 
  Comstock�s entire liability and your exclusive remedy shall be the following:
    i) Replace the disc. As provided for in the warranty above, you can receive a replacement disc by returning the disc and a copy of your receipt to Comstock, or to a dealer authorized by Comstock
    ii) If Comstock or its authorized dealer is unable to provide you with a replacement disc, which is free from defects in materials or workmanship, you may terminate this agreement by returning the Disc and your money will be refunded.
  b)  No Money Damages:
    UNDER NO CIRCUMSTANCES WHATSOEVER WILL COMSTOCK BE LIABLE TO YOU FOR ANY DAMAGES, INCLUDING ANY LOST PROFITS, LOST SAVINGS, OR OTHR INCIDENTAL OF CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THIS DISC EVEN IF COMSTOCK OR A DEALER AUTHORIZED BY COMSTOCK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY.  SOME STATES DO NOT ALLOW THE LIMITATIONS OF EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
6.  Indemnification: 
  You agree to indemnify and hold Comstock harmless against all claims arising out of any breach of this Agreement.
7.  General 
  a) Restricted Rights to the US Government: 
    If this Disc is purchased by or provided to the United States Government then it is provided with restricted rights.  Such restricted rights are defined in the Defense Department Supplement to the Federal Acquisitions Regulations (�FAR�) in paragraph S2.227.19(c)(2) of the FAR. Your use of the photographic images on this Disc must be in compliance with all laws and regulations including those pertaining to currency, trademarks, and moral rights.
  b) Additional Rights:
    If you need more rights than are provided for under this agreement, please call Comstock at 1-800-225-2722 to arrange a separate license.
  c) Uniform Commercial Code:
    You agree that this Agreement is subject to Article 2 of the Uniform Commercial Code and agree to be bound by same.
  d) Governing Law: 
    You agree that the Disc will not be shipped, transferred or exported into any country or used in any manner prohibited by the United States Export Administration Act or any other export laws, restrictions or regulations.  You, the user, shall at your own expense promptly obtain and arrange for the maintenance of all non-USA government approvals, if any, and comply with all laws and regulations as may be necessary, for company�s performance under this agreement.  
  e) Enforceability:
    If any provision of this Agreement is held to be not enforceable, such provision shall be reformed only to the extent to make it enforceable.
  f) Taxes and other:
    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 this agreement.
8.  Arbitration: 
  A material part of this contract is the Agreement to arbitrate.  Any and all disputes arising out of, under or in connection with this Agreement, with the exception of copyright claims, including without limitation, its validity, interpretation, performance and breach, shall be settled by arbitration in New York City, New York, pursuant to the rules of the American Arbitration Association in effect at the time arbitration is demanded.  Judgment upon any award rendered may be entered in the highest court of the forum, State or Federal, having jurisdiction.  This Agreement, its validity and effect, shall be interpreted under, and governed by, the laws of the State of New York, and you agree that the arbitrators shall award all costs of arbitration, including legal fees, plus legal rate-of-interest to the successful party.  Copyright claims shall be brought in the Federal District Court for the Southern District of New York.
9.  Legal Fees and Jurisdiction: 
  If Comstock is obligated to go to court, rather than arbitration, to enforce any of its rights, or to collect any fees, you agree to reimburse Comstock for our legal fees, costs and disbursements if Comstock is successful.  You agree that the Supreme Court for New York County and the Federal District Court for the Southern District of New York are the agreed and appropriate forums for any such suit.
10.  Entire Contract:
  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 US, WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN US RELATING TO THE SUBJECT OF THIS AGREEMENT.

 

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