PLEASE READ THE FOLLOWING TERMS AND CONDITIONS. YOUR ACCEPTANCE OF THESE TERMS IS AN ABSOLUTE CONDITION OF YOUR USE OF THIS PRODUCT. -------------------------------------------- If you do not wish to be bound by this Agreement, do not accept this Agreement and do not use this site or download or use any Image(s). -------------------------------------------- 2. LICENSE a) GENERAL This website is owned, managed, and administered by SUSAN A DESIGNS, INC. (SADi) This License Agreement governs your use of SADi Royalty-Free Image(s) (the Image(s)), provided by SADi. SADi licenses to you the use of the Image(s) only as provided below in the United States and other countries on a limited, personal, non-exclusive, and non-transferable basis. All other rights to the Image(s), CD-ROM and accompanying materials (if applicable), including without limitation, copyright and other rights, are retained by the image providers. b) PERMITTED USES You may: (i) Back up, copy or archive the Image(s) as necessary for internal use, and only as necessary for that use. Any copy or archive you make must include the Image's copyright information. (ii) Use the Image(s) in any electronic or print media, including advertising and editorial use. (iii) Use the Image(s) for items for resale to an end-user (not a reseller), provided these products are not intended to allow the re-distribution or re-use of the Image(s). (iv) Modify or alter the Image(s) as necessary for your use, as allowed for elsewhere in these terms and conditions. You may use such derivative work only as permitted in accordance with these terms and conditions. (v) In the normal course of workflow, convey to a third party (such as a printer) temporary copies of the Image(s) that are integral to your work product and without which the product could not be completed. c) PROHIBITED USES You may NOT: (i) Use the Image(s) for any items for mass-merchandise, including book covers and consumer merchandise, without expressed permission from and agreement with SADi. (ii) Transfer the rights to the Image(s), CD-ROM or accompanying materials (if applicable), except as specifically provided for elsewhere in this Agreement. All other rights are reserved by SADi. (iii) Reverse engineer, decompile, or disassemble any part of the Image(s), CD-ROM or accompanying materials (if applicable), subject to applicable law. (iv) Copy or reproduce the Image(s), CD-ROM or accompanying materials (if applicable), except as specifically provided for in paragraph 2(b). (v) Remove any copyright or trademark from any place where it appears on the Image(s) or its accompanying materials. (vi) Use the Image(s) in any way that could be considered defamatory, libelous, pornographic, obscene, immoral, or fraudulent, for any other purpose which is prohibited by law, or to violate any person's right of privacy or publicity. (vii) Use the Image(s) to cover sensitive subjects including, without limitation, topics that may depict the subject matter of an Image in a negative or unfavorable light or subject persons to ridicule, and topics regarding all sexual issues, substance abuse, physical or mental abuse, alcohol, drugs, tobacco, AIDS, cancer, or serious physical or mental ailments, or the disparagement of a person or product. (viii) Display the Image(s) in any digital format or for any digital use at a resolution greater than 432x648 pixels, except in editorial or preliminary design work. Doing so will be viewed as an attempt to distribute the Image(s) in violation of this Agreement. We are specifying this so that no one can steal the Image(s) from you, even if that was not your intention. (ix) Use the Image(s) or any part of it as part of a trademark, service mark, or logo or claim any proprietary rights of any sort in the Image(s) or any part thereof. The image providers retains the full rights to the Image(s), and therefore you cannot establish your own rights over any part of it. (x) Re-sell, distribute or sub-license the Image(s), CD-ROM (if applicable), or the rights to use the Image(s) to anyone for any purpose, except as specifically provided for elsewhere in this Agreement. SADi is in the business of licensing images to its customers. It is the specific intent of this provision to prohibit a purchaser or licensee of SADi�s images from using the Image(s) to enter, either directly or indirectly, a similar or competing business. It is also prohibited to use the Image(s) in a product whereby the purchaser or licensee of that product can then use the Image(s) for its own purposes, or distribute the Image(s) in such a way that the purchaser or licensee can extract or access the Image(s) as a stand-alone file. (xi) Use any of the Images related to identifiable individuals or entities for any commercial purpose or in a manner which suggests their association with or endorsement of any product or service. (xii) Use the Image(s) in electronic format, on-line or in multimedia applications unless the Image(s) are incorporated for viewing purposes only and no permission is given to download and/or save the Image(s) for any reason. 3. TERM This License is effective until it is terminated. You can terminate this license by destroying the Image(s), along with any copies or archives of it, and any CD-ROM or accompanying materials (if applicable), and ceasing to use the Image(s) for any purpose. 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 and archives of the Image(s), to cease using the Image(s) for any purpose, and to confirm to SADi in writing that you have complied with these requirements. 4. LIMITED WARRANTY Subject to the restrictions and limitations regarding your use of an Image contained in this Agreement, SADi warrants that it owns or has obtained sufficient rights to the copyright for the Image(s) to grant you the limited license under this Agreement. Additionally, SADi warrants that the digital copy of the Image(s) provided by SADi to you will be free from defects in material and workmanship (but not visual artifacts inherent in the original Image) for ninety (90) days following delivery via this site. SADi will, as your sole and exclusive remedy for your inability to use an Image and at its sole discretion, provide you with a replacement of the digital copy of such Image, or refund any fee paid by you to SADi provided you have not made any licensed use of the Image. SADi makes no warranties nor shall SADi be liable for any Image which: (a) has been modified by you (b) has been combined by you with other images, products, content or materials, or (c) SADi has previously notified you not to license or otherwise use. Neither SADi nor any of its directors, officers, employees, partners, licensors, or agents shall be liable for any indirect, consequential punitive, or incidental damages arising out of the use of, or the inability to use, the CD or Website or an Image, even if SADi has been advised of the possibility of such damages. EXCEPT AS PROVIDED ABOVE, THE IMAGE(S), CD-ROM AND ACCOMPANYING MATERIALS (IF APPLICABLE) ARE 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. SADi DOES NOT WARRANT THAT THE IMAGE(S) 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 IMAGE(S) IS WITH YOU. SHOULD THE IMAGE(S) PROVE DEFECTIVE, YOU (AND NOT SADi OR AN AUTHORIZED PERSONNEL OR OTHER COMPUTER DEALER) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. 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: All sales are final. SADi does not accept returns or provide refunds, except as provided below: SADi�s entire liability and your exclusive remedy, with respect to any claims arising out of your use of the Image(s) or CD-ROMs (if applicable), or out of your actions in downloading the Image(s), shall be as follows: Downloaded Images : Due to the fact that there is no physical product return, SADi does not offer returns or refunds for purchased images. You may be permitted to download the Image(s) again, at a location SADi will provide for you. If you continue to be unable to download the Image(s), SADi will provide you with the Image(s) on CD-ROM. CD-ROMs: As provided for in the warranty above, you can receive a replacement CD-ROM by returning the CD-ROM and a copy of your receipt to SADi. SADi cannot guarantee the quality of the images or compatibility with any computer or other kind of equipment. b) NO MONEY DAMAGES: Under no circumstances whatsoever will SADi be liable to you for any damages, including any lost profits, lost savings, or other incidental or consequential damages arising out of the use or inability to use the Image(s) even if SADi has been advised of the possibility of such damages, or for any claim by any other party. Some states do not allow the limitations or 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, defend, and hold harmless SADi and its image providers against all claims, liability, damages, costs and expenses, including reasonable legal fees and expenses, arising out of or related to (i) a breach of this Agreement, (ii) the use of this site and the use or modification of any Image or combination of any Image with any other material, (iii) your failure to abide by any restriction regarding the use of an Image, or (iv) any claim by a third party related to the use of an Image, alone or in combination with any other material. 7. GENERAL a) RESTRICTED RIGHTS TO THE US GOVERNMENT: All Image(s) purchased by or provided to the United States Government are 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 Image(s) must be in compliance with all laws and regulations including those pertaining to currency, trademarks, and moral rights. b) ADDITIONAL RIGHTS: If you would like to discuss the acquisition of further rights than are provided for under this Agreement, please call SADi at 978-443-9680 concerning a separate license. c) GOVERNING LAW: You agree that the Image(s) 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 performance under this Agreement. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. d) 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. e) TAXES: 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 license granted to you, or of your use of the Image(s), pursuant to this Agreement. f) DISCONTINUANCE: SADi reserved the right to elect at a later date to replace the Image(s) with an alternative for any reason. Upon notice of such replacement, the license for the replaced Image(s) terminates for any products that do not already exist, and this license automatically applies to the replacement Image(s). You agree not to use the replaced Image(s) for future products and to take all reasonable steps to discontinue use of the replaced Image(s) in products that already exist. g) AMENDMENTS TO THE WEBSITE: You agree and acknowledge that SADi may modify any or all of the papermania.com website at any time and that the website, including without limitation any sites associated thereto, may periodically be unavailable to you in order to allow for maintenance and updates. 8. ARBITRATION A material part of this Agreement is your 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 submitted to arbitration in Boston, Massachusetts, 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 Commonwealth of Massachusetts, 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 infringement claims shall be brought in the Federal District Court of the District of Massachusetts. You consent to service of any required notice or process upon you by registered mail or overnight courier with proof of delivery. 9. LEGAL FEES AND JURISDICTION If SADi is obligated to go to court , rather than arbitration, to enforce any of its rights, or to collect any fees, you agree to reimburse SADi for its legal fees, costs and disbursements if SADi is successful. You agree that the courts of the Commonwealth of Massachusetts and the United States District Court for the Commonwealth of Massachusetts are the agreed and appropriate forums for any such suit, and that consent to service of process by registered mail or overnight courier with proof of delivery is permitted. 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 YOU AND SADi, WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN YOU AND SADi RELATING TO THE SUBJECT OF THIS AGREEMENT. THE EXPLANATIONS AND CONTENT PROVIDED IN SADi'S WEBSITE ARE FOR YOUR INFORMATION ONLY AND ARE NOT, AND SHALL NOT BE CONSTRUED AS, PART OF THIS AGREEMENT. |