By licensing the files, labeled “royalty-free” you (“Licensee”) have agreed to this Avey Royalty-Free Licensing Agreement (“Agreement”) that govern their use. Files delivered on this website (collectively the “Licensed Content”) are proprietary and copyrighted. Furthermore, Licensee (i) accepts this Agreement; (ii) agrees to be bound by these terms and conditions; and (iii) has entered into a binding agreement between Licensee and Avey. If Licensee is entering into this Agreement on behalf of an entity, you represent that you have full legal authority to bind such entity to this Agreement. All rights to the Licensed Content are owned and reserved by Avey, LLC (“Avey”).
- Licensee is granted a limited, nontransferable, nonexclusive license, but not ownership of, the Licensed Content for Licensee’s use solely in production, advertising, performances and promotions. Any use not granted herein shall be a misappropriation of Avey’ or its licensors intellectual property rights in the Licensed Content.
- The Licensed Content may only be used on ONE computer at any one time. For use on more than one computer at a time or for use and/or storage on a network designed for more than one user, Licensee must acquire a special separate multi-user license from Avey. Please send e-mail to [email protected] for volume purchasing information.
- The Licensed Content may be used, altered, or incorporated according to the guidelines described herein into any work (see guidelines below) that is created by the Licensee provided that work is not then sold or distributed as either a single video or effect or as part of any video/effects library, collection, set or product (i.e. DVD theme generating software). The Licensed Content can be freely used in accordance with the license grant and solely as part of design elements in various advertising and promotional mediums, as in the following: Broadcast Television, Video Production, Games, Commercials, Packaging, Design, Website Development, Film Production, Print Publications, Live Performances and Multimedia Presentations
- The Licensed Content may not be transferred to third parties through the use of online services or networks. Licensee may not post the Licensed Content online in a downloadable format.
- The use of any logo or trademark contained in the Licensed Content must be used in a manner permitted by the logo or trademark owner. This license does not grant you any right to use logos or trademarks. Furthermore, Licensee shall not incorporate the Licensed Content into any logo, trademark or service mark.
- Licensee agrees to defend, indemnify and hold harmless Avey and its officers, directors, employees and agents (“Indemnified Parties”) for any and all losses, damages, liabilities, claims, costs or expenses, including reasonable attorneys’ fees, incurred directly or indirectly by the Indemnified Parties in connection with the use of the Licensed Content for any purpose.
- Under no circumstances is the Licensed Content to be (i) repackaged or duplicated for the purpose of resale to the public or a third party without written consent by Avey; (ii) used in design templates including website and Flash templates; (iii) incorporated into any defamatory, pornographic, immoral, vulgar, obscene, or hateful content or content which is racially, ethnically or otherwise objectionable.
- This Agreement is effective until terminated. Licensee may terminate this Agreement at any time by destroying all copies of the Licensed Content and providing written notice to Avey. This Agreement and the rights granted hereunder will terminate automatically if Licensee fails to comply with terms herein and fails to cure such breach within five (5) days of becoming aware of the breach. Upon termination of this Agreement, Licensee will remove, or certify in writing to the destruction of, the Licensed Content from its computer systems. Avey may revoke or amend this license upon written notice to Licensee if Avey determines that the Licensed Content may infringe the intellectual property rights of a third party.
- Licensee shall include all copyright notices, proprietary legends, any trademark and service mark attributions, any patent markings, and other indicia of ownership and confidential markings on all copies of the Licensed Content, in the content and format contained on the Licensed Content. Licensee shall not misrepresent, whether express or implied, that Licensee is the original creator of that Licensed Content.
- Upon notice, Licensee shall provide Avey with copies of the materials that include the Licensed Content. Sample copies of Reproductions containing Licensed Material to Avey. In addition, upon reasonable notice, Avey may, at its discretion, either through its own employees or through a third party, audit Licensee’s records directly related to this Agreement and use of Licensed Material in order to verify compliance with the terms of this Agreement. Where Avey reasonably believes that Licensed Material is being used by more than the authorized number of Users, or that Licensed Material is being used outside of the scope of the license granted under this Agreement, Licensee shall, at Avey’ request, provide a certificate of compliance signed by an officer of Licensee, in a form to be approved by Avey.
- IN NO EVENT SHALL Avey OR ITS LICENSORS BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR LIABLE FOR LOST PROFITS, LOST REVENUES, or DAMAGE TO BUSINESS, ARISING UNDER THIS AGREEMENT OR FROM USE OF THE LICENSED CONTENT, EVEN IF Avey OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. Avey’ AND ITS LICENSORS’ ENTIRE AND AGGREGATE LIABILITY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, SHALL NOT EXCEED $10.00 AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.
- THE LICENSED CONTENT IS PROVIDED TO LICENSEE “AS IS” IN ITS CURRENT CONDITION WITH NO REPRESENTATION, GUARANTEE, OR WARRANTY OF ANY KIND INCLUDING WARRANTIES THAT ARE EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF ACCURACY, COMPLETENESS, MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, NONINFRINGEMENT, OR QUALITY. LICENSEE BEARS THE ENTIRE RISK ARISING OUT OF THE POSSESSION AND/OR USE OF THE LICENSED CONTENT.
- Licensee may not sell, license or distribute its work in such a way that Licensee’s customer can extract or access the Licensed Content as a stand-alone file.
- This Agreement shall constitute the entire agreement between the parties regarding the subject matter hereof and supersede all proposals and prior discussions and writings between the parties with respect thereto. The parties agree that this Agreement cannot be altered, amended or modified, except by a writing signed by an authorized representative of each party. No failure or delay in enforcing any right or exercising any remedy will be deemed a waiver of any right or remedy. Each provision of this Agreement is a separately enforceable provision. If any provision of this Agreement is determined to be or becomes unenforceable or illegal, such provision shall be reformed to the minimum extent necessary in order for this Agreement to remain in effect in accordance with its terms as modified by such reformation. THIS AGREEMENT SHALL BE GOVERNED AND INTERPRETED BY THE LAWS OF THE STATE OF COLORADO WITHOUT REGARD TO THE CONFLICTS OF LAW PROVISIONS OF ANY STATE OR JURISDICTION.