GLOWIMAGES LICENSE AGREEMENT
This is a LEGAL AGREEMENT made between you the user and Glowimages, and it governs how you may use Glowimages.
In CONSIDERATION of Glowimages allowing you to use these Images, in the manner permitted by this Agreement, YOU AGREE TO BECOME BOUND BY THE FOLLOWING TERMS AND CONDITIONS:
This agreement Applies to Images Purchased online and on CD ROM.
This Agreement is made on the day of purchase between Glowimages Inc. ("Glowimages") of the on part and you the user ("User") of the other part. In consideration of you paying the agreed license fee and in consideration of your agreeing to be bound by the terms and conditions contained in this legal agreement, Glowimages agrees to allow you to use the Image/s in the manner permitted by this Agreement on the terms and conditions as follows:
1. GRANT OF RIGHTS
1.1 In consideration of the obligations, warranties and undertakings of Glowimages in this Agreement, and subject to and conditional upon their full and timely performance and observance, Glowimages grants to the User a non-transferable non-exclusive license to use photographic Image/s.
1.1.a. Geographic considerations: Glowimages grants you a license to use the Image/s on a non-exclusive and non-transferable basis in the United States and other countries. All other rights to the Image/s, CD-ROM and accompanying materials (if applicable) including without limitation, copyright, are retained by Glowimages.
1.2 This license is a ten (10) person multi-license agreement. The Image/s may be accessed and used by the User and up to nine other people employed by the User, which purchased the Image/s. No other employees or contractors may access or use the Image/s, even if only ten people are using the Image/s at the same time. You may not use the Image/s on a server or create any other image library that permits access to more than the ten designated people as explained in this section. For sharing on larger networks, an upgrade license is required. Please call Glowimages at 1-866-384-3002 for additional upgrade licenses.
2. WARRANTIES OF THE USER
The User warrants and undertakes, confirms and agrees with Glowimages:
2.1 That all rights of a proprietary and copyright nature and title in and to the photographic works and materials are expressly acknowledged as the property of Glowimages and subject only to the non exclusive and non-transferable license contained in this Agreement, which does not confer any copyright or proprietary rights of any nature whatsoever on the User aside from the uses specified in this Agreement.
2.2 The User shall use the photographic works in the manner and in the context agreed by the Glowimages and as outlined in this Agreement and shall not by any act or omission impair or prejudice the copyright in the photographic works, or violate any moral right or deal with the photographic works or materials so that any third party might obtain any lien or other right of whatever nature incompatible with the rights of Glowimages. User 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 Glowimages. However, no part, segment, or piece of any photographic Image or data, no matter how small, may be used or merged in connection with other Image/s or artwork so as to create a new Image, which could be regarded as derogatory, offensive, blasphemous, defamatory, obscene, pornographic, or libelous.
2.3 The User shall ensure that all copies of the photographic works and materials published and distributed by the User shall is permitted under limited license from Glowimages, Inc. Glowimages requests that credit (link, etc.) be given to Glowimages. However, this is a request, not a requirement.
2.4 The User shall give full particulars to Glowimages as soon as the User becomes aware of any actual or threatened claim by any third party in connection with the photographic works.
2.5 The User shall retain total control and possession at all times of the photographic works and materials and ensure that these are kept in safe and secure storage facilities and shall not allow the photographic works or materials to fall into the hands of third parties who are not licensed by this Agreement.
2.6 The User shall indemnify and keep fully indemnified Glowimages from and against all actions, proceedings, claims, demands, costs (including any legal costs compensation costs and disbursements paid by the User on the advice of their legal advisors to compromise or settle any claim), awards and damages arising directly or indirectly as a result of any breach or non- performance by the User of any of the User’s undertakings, warranties or obligations under this Agreement.
2.7 The User warrants and undertakes not to assign or license the use of the photographic works and materials or any Image/s or any portion thereof for any purpose other than those purposes specifically agreed between Glowimages and the User under this Agreement. In particular, the User may not loan, rent, hire, otherwise transfer, or purport to transfer the right to use the photographic materials or works in any way to any other person or entity.
2.8 The User accepts that Glowimages supplies the photographic works and materials "as is" and that Glowimages makes no warranty either express or implied of merchantability, fitness for purpose, type or quality of Image or compatibility with any other facility. Glowimages shall not be liable for any of the use of the said photographic works either as permitted under this license Agreement or otherwise.
2.9 The User accepts and warrants that use of the Image/s and data shall not infringe any third party rights of any nature, and any liability for the infringement of third party rights of whatsoever nature shall rest with the User.
3.1 The User agr