UrbanPhotos.net LICENSE AGREEMENT & TERMS OF USE $149 VECTOR GRAPHIC COMMERCIAL RIGHTS ------------------------------------------------ 1. ESSENTIAL INFORMATION PLEASE READ THE FOLLOWING TERMS AND CONDITIONS. YOUR ACCEPTANCE OF THESE TERMS IS AN ABSOLUTE CONDITION OF YOUR USE OF THIS PRODUCT. 2. GRANT OF LICENSE a) Geographic limits: This License Agreement governs your use of UrbanPhotos.net Image(s) UrbanPhotos.net licenses to you the use of the Image(s) only as provided below in the United States and other countries on a 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 all other rights, are retained by UrbanPhotos.net. b) Number of Users: (i) Graphics production personnel may use the image for necessary operations required to print the image. Individuals other than the purchaser of the image are not licensed to use the image. c) Permitted Uses. (You may) (i) You may back up, copy, or archive the Image(s) as necessary for internal use, and only as necessary for that use. (ii) You may use the Image(s) in any print media or on any product intended for retail sale or other distribution. (iii) You may modify or alter the Image(s) as necessary for your use, as allowed for elsewhere in these terms and conditions, provided that the rights to any derivative work shall belong to UrbanPhotos.net. You may use such derivative work only as permitted in accordance with these terms and conditions. All copyrights with respect to such derivative work are assigned to UrbanPhotos.net, which assignment the parties hereby agree is valid under the U.S. Copyright Law. If requested by UrbanPhotos.net, you agree to execute a written assignment of any such copyrights with respect to such derivative work. (v) You may 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. d) Prohibited Uses: (You may NOT) (i) You may not 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 UrbanPhotos.net. (ii) You may not Reverse engineer, decompile, or disassemble any part of the Image(s), CD-ROM or accompanying materials (if applicable), subject to applicable law. (iii) You may not copy or reproduce the Image(s), CD-ROM or accompanying materials (if applicable), except as specifically provided for in paragraph 2(c). (iv) You may not use the Image(s) in any way that could be considered defamatory, libelous, pornographic, obscene, immoral, or fraudulent. (v) Images may not endorse, promote, represent or be used in connection with: illegal drugs; psychological, psychotropic, and/or physical disorders; criminal and/or anti-social behaviors; illegal sexual and/or pornographic contexts. In addition, any uses which may be construed as degrading, offensive, defamatory or which deal with controversial subjects of any kind are not covered in the releases UrbanPhotos.net has in its possession. Inquiries may be made by e-mail (urbanphotos@gmail.com). Any exceptions must first be approved in writing by UrbanPhotos.net, prior to usage. (vi) You may not display the vector graphic in any digital format. Doing so will be viewed as an attempt to distribute the graphic 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. However, you may display the vector graphic as a JPG image as it appears on your product (for example, you may take a photo of the product(s) you are selling, after the image has been added to it, and display it on your web site). (vii) You may not use the Image(s) or any part of it as part of a trademark, service mark, or logo. UrbanPhotos.net retains the full rights to the Image(s), and therefore you cannot establish your own rights over any part of it. (viii) You may not 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. UrbanPhotos.net 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 UrbanPhotos.net'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. 3. PAYMENT TERMS Rights are granted upon receipt of payment and successful delivery of the photos to you via e-mail or other means. Prices can be found on UrbanPhotos.net's website or by contacting urbanphotos@gmail.com. 4. TERMS AND PHOTO CREDIT 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 UrbanPhotos.net in writing that you have complied with these requirements. Photo credit is unnecessary, and is not required. If a photo credit must be used for editorial purposes, UrbanPhotos.net requests the phrase "Graphic by UrbanPhotos.net" appear adjacent to the Image or on the credit page. 5. LIMITED WARRANTY UrbanPhotos.net represents that they have the right to enter into this Agreement and have the right to grant this license under these terms. UrbanPhotos.net warrants that the digital Image(s) and/or CD-ROM (if applicable) will be free from defects in materials and workmanship under normal use for a period of 30 days from the date you download or receive it. A "defect in materials and workmanship" does not include the artistic qualities of the photograph itself. EXCEPT AS PROVIDED ABOVE, THE IMAGE(S), CD-ROM AND ACCOMPANYING MATERIALS (IF APPLICABLE) ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, other than that the image delivered to you will be the image shown on the web site, and will be the appropriate size and format (such as "3264 x 2448 pixel JPG") as described on the web site and/or in e-mail correspondence. 6. LIMITATION OF REMEDIES a) Replacement or Refund: UrbanPhotos.net'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 or E-mailed Images: You may be permitted to download the Image(s) again, at a location UrbanPhotos.net will provide for you, or they will be re-sent through e-mail. If you continue to be unable to download the Image(s) or receive them in e-mail, UrbanPhotos.net will deliver the images via US Postal mail on a compact disc. 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 UrbanPhotos.net, or to a distributor authorized by UrbanPhotos.net. If UrbanPhotos.net or its authorized distributor is unable to provide you with a replacement CD-ROM which is free from defects in materials or workmanship, you may terminate this Agreement by returning the CD-ROM and UrbanPhotos.net will refund your money. b) No Money Damages: Under no circumstances whatsoever will UrbanPhotos.net 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 UrbanPhotos.net or a distributor authorized by UrbanPhotos.net 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. 7. INDEMNIFICATION You agree to indemnify and hold UrbanPhotos.net harmless against all claims or liability asserted against UrbanPhotos.net arising out of or in connection with any breach of any of the terms of this Agreement. 8. GENERAL a) Restricted Rights to the US Government: If the Image(s) 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 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 contact urbanphotos@gmail.com concerning 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 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 company's 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. 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 applicable 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. 9. 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 submitted to arbitration in Portland, Oregon, 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 Oregon, 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 Oregon. You consent to service of any required notice or process upon you by registered mail or overnight courier with proof of delivery. 10. LEGAL FEES AND JURISDICTION If UrbanPhotos.net is obligated to go to court, rather than arbitration, to enforce any of its rights, or to collect any fees, you agree to reimburse UrbanPhotos.net for its legal fees, costs and disbursements if UrbanPhotos.net is successful. You agree that the Superior Court of Oregon, Multnomah County and the United States District Court for the District of Oregon are the agreed and appropriate forums for any such suit, and consent to service of process by registered mail or overnight courier with proof of delivery. 11. 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 UrbanPhotos.net, WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN YOU AND UrbanPhotos.net RELATING TO THE SUBJECT OF THIS AGREEMENT. THE EXPLANATIONS TO FAQ'S AND OTHER EXPLANATIONS AND CONTENT PROVIDED IN UrbanPhotos.net'S WEBSITE ARE FOR YOUR INFORMATION ONLY AND ARE NOT, AND SHALL NOT BE CONSTRUED AS, PART OF THIS AGREEMENT.