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LICENSE AGREEMENT
This License Agreement ("Agreement") is by and between aclickofparis.auramaga.net,
and the company and/or individual entering into this Agreement ("Subscriber").
I. LICENSE GRANT
I.1 Subject to the restrictions set forth in Article 2, aclickofparis.auramaga.net
hereby grants to Subscriber a limited, non-exclusive, non-transferable,
revocable, worldwide license to download any photos or other materials
("Photos") made available to Subscriber via the Service solely
for its ordinary personal and/or commercial purposes.
II. USE RESTRICTIONS
2.1 Subscriber may not: (a) sell, license, sublicense, rent, transfer
or distribute any Photo on a standalone basis, (b) use any Photo in any
manner which may be considered offensive, indecent or objectionable, or
to defame, libel or discriminate, (c) download all or a substantial portion
of the aclickofparis.auramaga.net database containing
the Photos without aclickofparis.auramaga.net's prior
written consent, or (d) compete against aclickofparis.auramaga.net
either directly or indirectly using the Photos.
2.2 Subscriber acknowledges that a breach of its obligations under this
Agreement will result in irreparable and continuing damage for which monetary
damages may not be sufficient, and agrees that aclickofparis.auramaga.net
will be entitled to seek, in addition to its other rights and remedies
hereunder or at law, injunctive and/or other equitable relief, and such
further relief as may be proper from a court of competent jurisdiction.
All remedies of aclickofparis.auramaga.net set forth
in this Agreement are cumulative and in addition to and not in lieu of
any other remedy of aclickofparis.auramaga.net at law
or in equity.
2.3 Subscriber agrees to use the Photos only as expressly permitted by
this Agreement and in accordance with all applicable laws, rules and regulations.
Except as expressly set forth herein, Subscriber shall have no other rights
or license of any kind with respect to the Photos.
III. CONSIDERATION
3.1 There are no fees under this Agreement.
IV. TERM; TERMINATION
4.1 The term of this Agreement shall continue in effect unless and until
(a) the parties mutually agree to terminate this Agreement, or (b) aclickofparis.auramaga.net
terminates this Agreement in accordance with Section 4.2.
4.2 aclickofparis.auramaga.net may terminate this Agreement
immediately if Subscriber breaches this Agreement.
4.3 Upon the expiration or termination of this Agreement, Subscriber
shall immediately cease all use of any photos to which it has received
a license under Section 1.1.
V. DISCLAIMERS; LIMITATION OF LIABILITY
5.1 Subscriber represents, warrants and covenants that it will comply
with all of its obligations set forth in this Agreement.
5.2 EXCEPT AS SET FORTH ABOVE, NEITHER PARTY MAKES ANY REPRESENTATION
OR WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE
PHOTOS OR THE SERVICE, THE TIMELINESS THEREOF, THE RESULTS TO BE OBTAINED
BY THE USE THEREOF OR ANY OTHER MATTER. FURTHER, aclickofparis.auramaga.net
EXPRESSLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING WITHOUT
LIMITATION ANY WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS
FOR A PARTICULAR PURPOSE.
5.3 IN NO EVENT SHALL aclickofparis.auramaga.net BE
LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL
DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF USE, LOSS OF PROFITS OR
REVENUES OR OTHER ECONOMIC LOSS OF LICENSEE OR ANY THIRD PARTY), WHETHER
IN TORT, CONTRACT OR OTHERWISE, AND WHETHER OR NOT aclickofparis.auramaga.net
HAS BEEN ADVISED OF, OR OTHERWISE MIGHT HAVE ANTICIPATED, THE POSSIBILITY
OF SUCH DAMAGES. TO THE EXTENT THE FOREGOING IS NOT ENFORCEABLE FOR ANY
REASON, aclickofparis.auramaga.net'S TOTAL LIABILITY
HEREUNDER SHALL NOT EXCEED FIFTY DOLLARS.
VI. INDEMNIFICATION
6.1 Subscriber, at its expense, will indemnify, defend and hold harmless
aclickofparis.auramaga.net and its affiliates and their
officers, directors, managers and employees, (collectively, the "Licensee
Indemnified Parties") from and against any claims, losses, damages,
liabilities, costs and expenses, including, without limitation, reasonable
attorneys' fees, based on or arising out of (a) Subscriber's breach or
alleged breach of this Agreement, or (b) Subscriber's use of the Photo(s).
VII. PROPRIETARY RIGHTS
7.1 Subscriber acknowledges that title and ownership rights in and to
the photos and materials contained in the Service and all the rights therein
and legal protections with respect thereto remain exclusively with aclickofparis.auramaga.net
and its third party providers and that Subscriber receives no proprietary
rights whatsoever in or to such materials except for the license granted
herein.
VIII. ASSIGNMENT
8.1 This Agreement shall not be assigned or transferred by Subscriber
without the prior written consent of aclickofparis.auramaga.net,
and any attempt by Subscriber to so assign or transfer this Agreement
without such written consent shall be null and void. This Agreement shall
be valid and binding on the parties hereto and their successors and permitted
assigns.
IX. RELATIONSHIP OF THE PARTIES
9.1 The parties are independent contractors. Nothing in this Agreement
will be construed to constitute or appoint either party as the agent,
partner, joint venturer or representative of the other party for any purpose
whatsoever, or to grant to either party any right or authority to assume
or create any obligation or responsibility, express or implied, for or
on behalf of or in the name of the other, or to bind the other in any
way or manner whatsoever.
X. NOTICES
11.1 All notices given under this Agreement must be in writing, by certified
mail (return receipt requested), overnight courier or personal delivery.
XI. SURVIVAL
12.1 Articles 2 through 13 shall survive the expiration or termination
of this Agreement.
XII. MISCELLANEOUS
13.1 This Agreement supersedes all prior agreements and understandings,
and constitutes the complete agreement and understanding between the parties
with respect to the subject matter hereof. No amendment or other modification
to this Agreement shall be valid or binding with respect to either party
unless acknowledged and agreed to in writing and signed by a duly authorized
officer of each party. Any forbearance or delay on the part of either
party in enforcing any provision of this Agreement or any of its rights
hereunder shall not be construed as a waiver of such provision or of a
right to enforce same for such occurrence or any future occurrence. Except
for the right of aclickofparis.auramaga.net's third party
providers to enforce this Agreement with respect to their respective Photos,
no other party is intended, or shall be deemed, to be a beneficiary of
any provision of this Agreement.
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