LICENSE AGREEMENT

The following is a legal agreement between you and The Vector Lab. It is in addition to the Terms of Use listed on thevectorlab.com. 

1. BEFORE YOU MAY ACCESS OR LICENSE THE VECTOR LABS IMAGES YOU MUST AGREE TO ALL OF THE FOLLOWING TERMS AND CONDITIONS. Your acceptance of these terms is evidenced by your accessing, using, and/or browsing this web site. If you do not agree with these terms please do not continue to use this site. If you are accepting on behalf of your employer or the entity that is the member account holder, you represent and warrant that you have full legal authority to bind your employer or such other entity. If you do not have such authority or you do not accept or agree with these terms, do not accept the Agreement and do not download the Images. 

2. In this Agreement: (a) Licensee means you or, if you are accepting on behalf of your employer, then Licensee means that employer and affiliates; (b) Licensor means The Vector Lab, operator of the Site; and (c) Licensed Material means any graphic image, photographic image, illustration, animation, Flash file, film or video footage, visual representation generated optically, electronically, digitally or by any other means or in any media or other material that you are downloading from the Site, together with any accompanying material. 

3. Licensor reserves the right, at its sole discretion, to change, modify, add, or remove any portion of this agreement, in whole or in part, at any time. By using this web site Licensee agrees to be bound by any such revisions and will therefore periodically visit this site or contact Licensor to determine the then-current terms of this license. 

4. Licensor hereby grants to you a perpetual, non-exclusive, non-transferable worldwide license to use the Licensed Material for the Permitted Uses (as defined below). Unless the activity or use is a Permitted Use, you cannot do it. All other rights in and to the Licensed Material, including, without limitation, all copyright and other intellectual property rights relating to the Licensed Material, are retained by Licensor. 

5. You may only use the Licensed Material for those advertising, promotional and other specified purposes which are Permitted Uses (as defined below). For clarity, you may not use the Licensed Material in products for resale, license or other distribution. Any use of the Licensed Material that is not a Permitted Use shall constitute infringement of copyright.

6. Modifying Images. Licensed Material may be cropped, resized and elements of the image may be diminished or removed. Licensed Material may not be used as reference or as a basis to create a different image or derivative image, and logos and trademarks may not be applied to any image. You may not claim copyright or trademark in any altered Licensed Material. The copyright shall always remain with Licensor.  

7. Seat Restrictions. Only the Licensee are permitted to use the Licensed Material, although Licensee may transfer files containing Licensed Material or Permitted Derivative Works to your clients, printers, or ISP for the purpose of reproduction for Permitted Uses, provided that such parties shall have no further or additional rights to use the Licensed Material and cannot access or extract it from any file Licensee provide. Licensee may install and use the Licensed Material in only one location at a time, although subject to the Prohibited Uses and the other terms of this Agreement, Licensee are entitled to utilize the Permitted Uses an unlimited number of times. Licensee may physically transfer the Licensed Material and its archives from one location to another, in which case Licensee may use the Licensed Material at the new location instead. Licensee may make one (1) copy of the Licensed Material solely for back-up purposes, and Licensee must reproduce all proprietary notices on this single back-up copy. 

8. Permitted Uses. Subject to the restrictions described under Prohibited Uses below, the following are Permitted Uses of Licensed Material: 

A.	advertising and promotional projects, including printed materials, product packaging, presentations, film and video presentations, commercials, catalogues, brochures, promotional greeting cards and promotional postcards (i.e. not for resale or license); 
B.	books, magazines, newspapers, editorials, newsletters, multimedia projects, and video, broadcast and theatrical presentations; 
C.	internet banners and website graphics up to a maximum of 640 x 480 pixels; 
D.	prints, posters and other reproductions for personal use or promotional purposes specified in (1) above, but not for resale, license or other distribution; and 
E.	any other uses approved in writing by Licensor. 

9. Prohibited Uses. Licensee may not do anything with the Licensed Material that is not expressly permitted in the preceding section or permitted by an Extended License. For greater certainty, the following are Prohibited Uses and Licensee may not: 

A.	use the Licensed Material in any product for sale;
B.	use the Licensed Material in any type of Style Guide;
C.	use the Licensed Material as reference, a comp (comprehensive) or prototype for design or images that may be incorporated into a product for sale;
D.	design template applications intended for resale, whether on-line or not, including, without limitation, website templates, Flash templates, business card templates, electronic greeting card templates, and brochure design templates; 
E.	use or display the Licensed Material on websites or other venues designed to induce or involving the sale, license or other distribution of on demand products, including postcards, mugs, t-shirts, posters and other items (this includes custom designed websites, as well as sites such as www.cafepress.com); 
F.	use the Licensed Material in any posters (printed on paper, canvas or any other media) or other items for resale, license or other distribution for profit; 
G.	use any of the Licensed Material as part of a trade-mark, design-mark, trade-name, business name, service mark, or logo; 
H.	incorporate the Licensed Material in any product that results in a re-distribution or re-use of the Licensed Material (such as electronic greeting card web sites, web templates and the like) or is otherwise made available in a manner such that a person can extract or access or reproduce the Licensed Material as an electronic file; 
I.	use the Licensed Material in a fashion that is considered by Licensor (acting reasonably) as or under applicable law is considered pornographic, obscene, immoral, infringing, defamatory or libelous in nature; 
J.	Post the Licensed Material on any electronic bulletin board, FTP, or file sharing programs;
K.	Put the Licensed Material online in a downloadable format, or use the Licensed Material in a website at a resolution higher than 72dpi at 640 x 480 pixels;
L.	disassemble, decompile, or unlock, reverse engineer, translate or otherwise decode the Licensed Material for any reason;
M.	use any backup copy of the Licensed Material for any purpose other than to replace an original copy if it is destroyed or becomes defective;
N.	use or permit the use of the Licensed Material, or any part thereof, as a trademark or service mark, or claim any proprietary rights of any sort in the Licensed Material, or any part thereof;
O.	remove any notice of copyright, trade-mark or other proprietary right from any place where it is on or embedded in the Licensed Material; 
P.	sub-license, re-sell, rent, lend, assign, gift or otherwise transfer or distribute the Licensed Material or the rights granted under this Agreement; 
Q.	use or display the Licensed Material in an electronic format that enables it to be downloaded or distributed via mobile devices or shared in any peer-to-peer or similar file sharing arrangement; or
R.	use the Licensed Material for editorial purposes without including the following credit adjacent to the Licensed Material: The Vector Lab.

10. This Agreement is effective until it is terminated. Licensee can terminate this Agreement by destroying the Licensed Material, along with any copies or archives of it or accompanying materials (if applicable), and ceasing to use the Licensed Material for any purpose. The Agreement also terminates without notice from Licensor if at any time Licensee fail to comply with any of its terms. Upon termination, Licensee must immediately (a) cease using the Licensed Material and for any purpose; (b) destroy or delete all copies and archives of the Licensed Material or accompanying materials; and (c) if requested, confirm to Licensor in writing that Licensee have complied with these requirements. 

11. Licensor reserves the right to elect at a later date to revoke or amend the license granted by this Agreement and replace the Licensed Material with an alternative for any reason. Upon notice, sent to the address or contact information provided by Licensee for your member account, or such other address as Licensee may advise us in writing to use, from time to time, of such replacement, the license for the replaced Licensed Material immediately terminates for any products that do not already exist, and this license automatically applies to the replacement Licensed Material. Licensee agrees not to use the replaced Licensed Material for future products and to take all reasonable steps to discontinue use of the replaced Licensed Material in products that already exist. 

12. THE LICENSED MATERIAL IS PROVIDED AS IS WITHOUT REPESENTATION, WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. LICENSOR DOES NOT REPRESENT OR WARRANT THAT THE LICENSED MATERIAL 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 LICENSED MATERIAL IS WITH YOU. SHOULD THE LICENSED MATERIAL PROVE DEFECTIVE, LICENSEE (AND NOT LICENSOR) ASSUMES THE ENTIRE RISK AND COST OF ALL NECESSARY CORRECTIONS. 

13. Certain jurisdictions do not allow the exclusion of implied warranties, so the above exclusion may not apply to you. Licensee has specific rights under this warranty, but Licensee may have others, which vary from jurisdiction to jurisdiction. 

14. Licensors entire liability and your exclusive remedy, with respect to any claims arising out of your use of the Licensed Material, or out of your actions in downloading the Licensed Material, shall be as follows: 
A.	Licensee may, upon request to Licensor, be permitted to download the Licensed Material again, at a location Licensor will provide for you; 
B.	If Licensee continue to be unable to download the Licensed Material, Licensor will refund the fee actually paid by Licensee for such Licensed Material, provided Licensor determines in its sole and absolute discretion that Licensee have been unable to download such Licensed Material successfully. 

15. IN NO EVENT SHALL LICENSOR OR ANY OF ITS AFFILIATES OR LICENSED MATERIAL PROVIDERS OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, PARTNERS OR AGENTS BE LIABLE FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING DAMAGES FOR LOSS OF PROFITS, INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) IN CONNECTION WITH ANY CLAIM, LOSS, DAMAGE, ACTION, SUIT OR OTHER PROCEEDING ARISING UNDER OR OUT OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION YOUR USE OF, RELIANCE UPON, ACCESS TO, OR EXPLOITATION OF THE LICENSED MATERIAL, OR ANY PART THEREOF, OR ANY RIGHTS GRANTED TO LICENSEEHEREUNDER, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER THE ACTION IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR OTHERWISE. 

16. IN ANY EVENT, THE TOTAL MAXIMUM AGGREGATE LIABILITY OF LICENSOR UNDER THIS AGREEMENT, THE LICENSE PROVIDED HEREUNDER, OR THE USE OR EXPLOITATION OF ANY OR ALL OF THE LICENSED MATERIAL IN ANY MANNER WHATSOEVER SHALL BE LIMITED TO THE FEES ACTUALLY PAID BY LICENSEE TO LICENSOR UNDER THIS AGREEMENT IN RESPECT OF THE USE OF THE RELEVANT LICENSED MATERIAL. 

17. SOME JURISDICTIONS DO NOT ALLOW FOR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. 

18. Licensee agrees to indemnify, defend and hold Licensor, its affiliates, its Licensed Material providers and their respective directors, officers, employees, designers, contractors, shareholders, partners and agents (collectively, the The Vector Lab Parties) harmless from and against any and all claims, liability, losses, damages, costs and expenses (including reasonable legal fees on a solicitor and client basis) incurred by any The Vector Lab Party as a result of or in connection with any breach by Licensee or anyone acting on your behalf of any of the terms of this Agreement. 

19. Licensors failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right. 

20. This Agreement is personal to Licensee and is not assignable by Licensee without Licensors prior written consent. Licensor may assign this Agreement without your consent to any other party so long as such party agrees to be bound by its terms. 

21. If any provisions of this Agreement are for any reason declared to be invalid, the validity of the remaining provisions shall not be affected.

22. Licensee agrees 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 the license granted to you, or of your use of the Licensed Material, pursuant to this Agreement. 

23. This Agreement will be governed under the laws of The United States of America and California excluding the application of its conflicts of law rules. 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. If any part of this Agreement is found void and unenforceable, it will not affect the validity of the balance of the Agreement, which shall remain valid and enforceable according to its terms. Licensee agrees that the Licensed Material will not be shipped, transferred or exported into any country or used in any manner prohibited by export administration legislation or any other export laws, restrictions or regulations. 

24. Any and all disputes arising out of, under or in connection with this Agreement, including without limitation, its validity, interpretation, performance and breach, shall be finally settled under the rules of the American Arbitration Association by a single Arbitrator appointed in accordance with such rules. The arbitration shall take place in Orange County, California. 

25. LICENSEE ACKNOWLEDGES THAT LICENSEE HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND HAD AN OPPORTUNITY TO SEEK INDEPENDENT LEGAL ADVICE PRIOR TO AGREEING TO IT. IN CONSIDERATION OF LICENSOR AGREEING TO PROVIDE THE LICENSED MATERIAL, LICENSEE AGREES TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. LICENSEE FURTHER AGREES THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN LICENSEE AND LICENSOR, WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN LICENSEE AND LICENSOR RELATING TO THE SUBJECT OF THIS AGREEMENT. 

 The Vector Lab 2008. All rights reserved. 

