END USER LICENSE AGREEMENT – GRAPHICS IN MOTION “CONTENT”
THIS IS A BINDING LEGAL AGREEMENT regarding the GIM Content media files and the design(s) of the art embodied within (collectively, the “GIM Content”) that you are downloading or purchasing from Graphics In Motion (GIM), for yourself, your company, your employer, or other principal (hereafter collectively referred to as “you”). If you refuse to accept a contractual obligation through this license agreement, you are not permitted to access, download, or use the GIM Content. Please thoroughly and carefully read through this Agreement before purchasing, downloading, installing and/or using the GIM Content, ANY OF WHICH SHALL INDICATE YOUR EXPRESS AGREEMENT TO THE FOLLOWING TERMS AND CONDITIONS.
The GIM Content licensed under this Agreement is supplied to you by Graphics In Motion for USAGE ONLY, and remains the intellectual property of GIM Content.
Graphics In Motion reserves all rights not expressly granted to you under this Agreement.
Upon receipt by Graphics In Motion of all applicable fees, and subject to your compliance with all of the terms and conditions of this Agreement, you are granted a non-exclusive, terminable and non-transferable license to use the GIM Content in accordance with the following terms and conditions. You may not exceed the scope of this license. If you have negotiated and agreed to any additional terms and conditions, those must be in writing and signed or sent by Graphics In Motion, and must incorporate this Agreement by reference.
1. PERMITTED INSTALLATIONS AND USES
Use of the GIM Content is strictly and explicitly limited to the number of End Users declared and paid for at time of purchase. For a single license purchase, the GIM Content may be installed on not more than two (2) devices, such as desktop or laptop computer workstations, notebooks, netbooks, tablets, and/or smartphones
1.1 DESIGN USES
Use of the GIM Content in the creation of design works for your personal use is permitted. If you design or create works for third parties, such as clients, you are considered a “Designer” and you may use the GIM Content to design or create such works for those third parties, provided that the use by those third parties is subject to the obligations and restrictions (but none of the privileges of the GIM Content license) in this Agreement as if those third parties were you, and provided that you notify those third parties of those obligations and restrictions in writing. You may not allow any third party to use your copy of the GIM Content. You may not send or transfer the GIM Content, or any copy of the GIM Content, to any third party. You may use the GIM Content to print multiple copies of products, including clothing, packaging, posters, coffee mugs or similar commercial products, provided you do not exceed the 250,000 instance limit as defined in 5.3 below or violate any of the other restrictions in this Agreement.
1.2 ONE GIM CONTENT BACK-UP
You are permitted to keep a single backup copy of licensed GIM Content in the cloud, locally on a desktop, laptop or mobile device, or on a studio server. You must be the only party who maintains or has access to this backup copy. The GIM Content may not be sub-licensed, sold, leased, rented, lent, or given away to any other person or entity.
1.3 SERVICE PROVIDERS
In the event that you require the services of a service provider, such as a commercial printer, you are permitted to transfer a single copy of the required GIM Content to that specific service provider. Upon completion of your job, the service provider must delete the GIM Content or purchase their own license. It is your responsibility to inform the service provider about this requirement. Allowing use of the GIM Content by any third party in ANY OTHER CIRCUMSTANCE is prohibited.
The GIM Content may be exchanged only if defective. If you wish to claim a refund you must (a) certify that no copy of the GIM Content remains in your possession or control and (b) provide proof of a valid sale and a valid sales receipt from Graphics In Motion, and (c) provide other information requested by Graphics In Motion to support your claim. All claims for a refund must be made within one (1) week of purchase.
3. LIMITED EMBEDDING
You are permitted to embed or otherwise include the GIM Content within a PDF, PowerPoint, Word or similar-type electronic document, distributed physically or online for personal or commercial use ONLY IF: A) the document is not for sale, resale or mass-market distribution of any kind; AND B) the online use is not a redistribution of usable versions of the GIM Content; AND C) the distribution of the document is restricted to fewer than 250,000 instances.
You may not use the GIM Content to create a trademark/logo for a brand without altering it in some way--it’s already copyrighted as is. (For example, you could purchase a license for a drawing of an eagle, but you’d have to put a circle around it or give it horns before you start “Eagle Clothing, Inc.™”) You may not use the GIM Content in "print-on-demand" products and/or services including, but not limited to, physical goods for retail sale such as T-shirts, greeting cards, mugs, postage stamps, stickers, post cards, business cards, invitations on a customized, per order basis for retail sale such as by way of, but not limited to, Café Press, Zazzle, or other similar services. If you need an extension for this type of use, please contact us for a quote. You may not use the GIM Content in pornographic, fraudulent, obscene, immoral, infringing, illegal, blasphemous or defamatory material. You may not sell, sublicense, distribute or otherwise grant rights of any kind to the GIM Content. You may not make the GIM Content available to others in any way, including as a downloadable file, an email attachment, MMS message or via any other electronic method that exists now or in the future. You may not modify, adapt, translate, rent, lease, resell, distribute, produce, reverse engineer, decompile, disassemble, re-digitize or create derivative works based on the GIM Content that you then make available as editable files.
5. RIGHTS RESERVED
The GIM Content is licensed—not sold—to you by Graphics In Motion, and is licensed for use in accordance with the terms of this Agreement. As a licensee, your ownership of the media and/or device on which the GIM Content is recorded, if any, is distinct from and does not grant any right, title or interest in and to the design of the GIM Content itself. All copies of the GIM Content downloaded or installed, including copies of any GIM Content that accompany this document either as part of a downloaded file or on recorded media, such as, but not limited to, magnetic or optical media, remain the exclusive property of Graphics In Motion and/or the designer. The GIM Content and the design embodied therein are the exclusive property of Graphics In Motion and/or the designer and are protected under both domestic and international copyright, trademark and unfair competition laws. The various names of the GIM Content and the design within the GIM Content are the trademarks of Graphics In Motion or the designer. All other trademarks are the property of their respective owners, and may be registered in the United States or other jurisdictions. Except as stated herein, this Agreement does not grant you any rights to trademark or any other intellectual property rights in the GIM Content.
6. DESIGN CREDIT
If your use of the GIM Content is within a format where credits are displayed, for example a movie or television show, or an awards ceremony, or printed production credits, etc., you agree to credit Graphics In Motion in the following manner: (GIM Content Name) © www.graphicsinmotion.com. (This type of credit is ONLY required where credits are shown as part of the format. You would not need to add a credit on a product package, for example.)
Any breach of the terms of this Agreement shall be cause for termination of this License. In the event of termination, and without limitation of any remedies under law and equity, you agree to immediately return or destroy the GIM Content, at the discretion of Graphics In Motion, and certify that no copy remains in your possession or control.
8. COMPLIANCE WITH LAWS
You shall be responsible for your compliance with all laws relating to the control of exports or the transfer of technology in connection with any use and distribution of the GIM Content. The GIM Content and documentation are provided with RESTRICTED RIGHTS. Use, duplication or disclosure by the government, governmental authorities, its employees or vendors may be subject to restrictions set forth in federal law and regulations. If applicable, you hereby agree to familiarize yourself and adhere to any applicable rule, regulation or statute that may apply.
9. REVOCATION OF WARRANTIES
SUBJECT TO THE REPRESENTATIONS AND WARRANTIES STATED HEREIN, THE GIM CONTENT IS PROVIDED "AS IS" AND WITHOUT FIDUCIARY OBLIGATION TO YOU AND OTHER WARRANTIES OF ANY KIND. GRAPHICS IN MOTION HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. GRAPHICS IN MOTION DOES NOT WARRANT THAT THE OPERATION OF THE GIM CONTENT WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT THE GIM CONTENT IS WITHOUT DEFECTS. THE GIM CONTENT IS NOT INTENDED AND WAS NOT DESIGNED OR MANUFACTURED FOR USE IN ANY CIRCUMSTANCES WHERE THE FAILURE OF THE GIM CONTENT COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE. THE GIM CONTENT IS NOT FAULT TOLERANT AND IS NOT INTENDED FOR USE IN THE CONTROL OR OPERATION OF DEVICES OR EQUIPMENT FOR MANUFACTURING, OR FOR USE IN NAVIGATIONAL DEVICES. THIS DISCLAIMER OF WARRANTIES APPLIES TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
10. LIMIT OF LIABILITY
IN NO EVENT WILL GRAPHICS IN MOTION BE LIABLE TO YOU FOR CONSEQUENTIAL OR INCIDENTAL DAMAGE (INCLUDING DAMAGE FROM LOSS OF BUSINESS PROFITS OR SAVINGS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, AND THE LIKE) OR FOR CLAIM BY ANY PARTY ARISING OUT OF THE USE OF OR INABILITY TO USE THE GIM CONTENT, EVEN IF GRAPHICS IN MOTION HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. UNDER NO CIRCUMSTANCES, SUBJECT TO THE CONDITIONS NOTED HEREIN, SHALL GRAPHICS IN MOTION OR THE DESIGNER'S MAXIMUM LIABILITY TO YOU OR ANY THIRD PARTY EXCEED THE REPLACEMENT COST OF THE GIM CONTENT OR THE PROVISION OF SUBSTITUTE SOFTWARE, AT THE SOLE DISCRETION OF GRAPHICS IN MOTION. THIS LIMITATION OF LIABILITY APPLIES TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
You agree to defend, indemnify and hold Graphics In Motion and Graphics In Motion's suppliers including any designers of the GIM Content harmless from and against any losses, damages, expenses, and costs, including reasonable attorneys’ fees, from any claim by a third party arising from or related to your breach of this Agreement or your act, error, or omission.
12. GOVERNING LAW
This Agreement will be governed by the laws of the State of Florida (USA) as applies to contracts entered into and wholly performed therein without application of its conflict of law provisions or the conflict of law provisions of any other jurisdiction. You hereby expressly consent to the personal jurisdiction of the local, state or federal courts within Florida selected by Graphics In Motion for the hearing or resolution of any dispute or action arising out of or related to this License and you hereby further expressly waive any jurisdiction or venue defenses and agree to services of process by certified mail return receipt requested. All remedies are cumulative and not exclusive.
You acknowledge that you have read this agreement and understand it and that by using the GIM Content, you will be bound by its terms and conditions. You further agree that it is the complete and exclusive statement of the agreement between Graphics In Motion and you which supersedes any proposal or prior agreement, oral or written, and any other communications between any other party relating to the subject matter of this Agreement. No variation of the terms of this agreement or any different terms will be enforceable against Graphics In Motion unless Graphics In Motion gives its express written consent. If any provision of this agreement is held void or unenforceable, that provision will be enforced to the maximum extent possible and the remaining provisions of this agreement will remain in full force and effect. In the event any collection or enforcement effort or any legal action is instituted by Graphics In Motion to interpret or enforce this Agreement, you will be responsible for paying reasonable attorneys’ fees incurred by Graphics In Motion. If you are a Designer and Graphics In Motion brings any enforcement effort or legal action against any third party for whom you work, arising from your obligations in this Agreement or the violation by that third party of any applicable restrictions or obligations in this Agreement, you will be responsible for paying reasonable attorneys’ fees incurred by Graphics In Motion. This Agreement will not be construed against any party by reason of the drafting or preparation hereof. Graphics In Motion expressly reserves the right to amend or modify this Agreement at any time and without prior notification.