THIS AGREEMENT IS BETWEEN YOU ("LICENSEE") AND WATTENEARTH LTD ("LICENSOR"). BY DOWNLOADING THE LICENSED MATERIAL (DEFINED HEREIN) YOU AGREE THAT YOU HAVE HAD THE OPPORTUNITY TO REVIEW THIS AGREEMENT AND AGREE TO BE BOUND BY THE TERMS OF THIS LICENSE AGREEMENT AND THE WATTENEARTH IMAGE USAGE GUIDELINES AND OTHER USAGE SPECIFICATIONS SET FORTH HEREIN OR APPENDED TO THE LICENSED MATERIAL. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE AGREEMENT, DO NOT DOWNLOAD THE LICENSED MATERIAL.
For good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree to the following:
1. Grant of Rights
a) Licensor grants to Licensee a nonexclusive, non-sublicensable, non- transferable and non-assignable right to use and reproduce the images selected by Licensee ("Licensed Material") ONLY in connection with Licensee's journalism featuring WattenEarth products or services. For the avoidance of doubt: (a) the Licensed Material may not be used in connection with any "blog" sites for purposes of disclosing WattenEarth Confidential/Restricted information, auction listings (such as on eBay), or in connection with the disclosure of any WattenEarth Confidential/Restricted information; (b) the Licensed Material may not be used in connection so called "free product offers", or any other promotional offers, not specifically authorised in writing by Licensor; and (c) the Licensed Material may not be used in connection with any email messaging promotions, including any form of SPAM or other commercial email campaigns, not specifically authorised in writing by Licensor; and. BECAUSE THE RIGHTS AND/OR CONDITIONS UNDER WHICH YOU MAY USE THE LICENSED MATERIAL MAY CHANGE, YOU MUST ALWAYS OBTAIN THE LICENSED MATERIAL FROM THIS SITE PRIOR TO EACH USE. Licensee shall not share, license, sell, or loan ANY digital images from this site. Only users who agree to the License Agreement and Image Usage Guidelines may use the images and Licensed Material they obtain directly from this site.
b) Licensor grants no rights and makes no warranties with regard to the use of names, persons, trademarks, trade dress, registered, unregistered or copyrighted designs or works of art (except those owned by Licensor) or architecture depicted in any Licensed Material, and Licensee must satisfy itself that all the necessary rights or consents regarding any of the above, as may be required for reproduction, have been obtained. Licensor grants no exclusivity to the Licensed Material and makes no representations regarding use of the Licensed Material by third parties.
c) Licensee agrees that use of Licensed Material in a manner not expressly authorised by this Agreement (i) constitutes a willful infringement of the proprietary rights of Licensor or a third party entitling Licensor to avail itself of all rights and remedies available under all applicable laws, regulations or other legal authority, and (ii) will result in Licensee incurring or being responsible for any damages resulting from any such use, including any damages resulting from any claims for infringement of the intellectual property or proprietary rights of Licensor or a third party.
d) Licensor may terminate this Agreement for any reason. In the event of such termination, Licensee shall immediately cease use of the Licensed Material and shall, upon request of Licensor, physically remove the Licensed Materials from its advertising materials and cease any future use at its own expense.
e) It is expressly understood and agreed that the rights and privileges granted to Licensee hereunder are special, unique, extraordinary and impossible of replacement, which gives them a peculiar value, the loss of which could not be reasonably or adequately compensated in damages in an action of law, and that Licensee's failure to abide by the obligations hereunder would cause Licensor to suffer irreparable loss and damage. Accordingly, Licensee agrees that should it fail or refuse to perform such obligations, Licensor shall be entitled to ex parte injunctive or other equitable relief, without the obligation of posting a bond, against Licensee to prevent the continuance of such failure, or granting rights to others, in violation of this Agreement. Neither the right to resort to injunctive or other equitable relief, nor the exercise of such right, shall constitute a waiver of any other or additional rights at law or pursuant to the terms of this Agreement which Licensor may have against Licensee as a result of such failure or refusal.
No ownership or copyright in any Licensed Material shall pass to Licensee by the issuance of the License contained in this Agreement. Except as expressly set forth in this Agreement, Licensor grants Licensee no right or license, express or implied, to the Licensed Material. Licensee shall provide applicable copyright notice and/or protection and/or screen credit as required for the applicable Licensed Material. Upon demand, Licensee shall immediately assign to Licensor (or Licensor's designee) any copyright of or to the Licensed Material arising out of the publication of the Licensed Material. No copyright information may be removed from any digital file.
I HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS CONTAINED HEREIN.