ADDICTIVE CONTENT
Non-Exclusive Content License Agreement
By downloading or accessing this content you agree to the following terms and conditions
concerning its use. Addictive Content, LLC ("Licensor") has granted to you (the "Licensee")
a non-exclusive license to use the Content you have accessed for the sum you and Licensor
have agreed and, intending to be legally bound, agree as follows: ("Licensee").
1.GRANT OF LICENSE.
Licensor owns all right, title and interest in and to the Content,
including all intellectual property rights. Strictly in accordance with the terms and provisions
of this Agreement and subject to receipt of the license fees which must be received by Licensor
in advance, Licensor grants to Licensee a non-exclusive, non-assignable limited license to
electronically publish and display the images contained in said Content on website(s) owned
and/or controlled by Licensee residing at the Licensee's URLs which must be approved by Licensor.
Any attempt to use Licensor's content on any website or at any URL for which Licensee does not have
written authorization to use the content shall be invalid and shall be a breach of this license
agreement invalidating all rights to use the Content. Licensor makes no representations of
ownership as to any technology Licensee may employ to publish the Content electronically and
Licensee represents and warrants that Licensee owns, or has licensed, all technology Licensee
may employ to exhibit, exploit or utilize the Content. Licensor will merely allow such content
to be available on Licensor's website for use by Licensee upon payment of the License fees.
Licensor acknowledges that said License fees are calculated on the basis of bandwidth usage.
In the event that Licensee shall exceed Licensee's allotted monthly bandwidth then Licensee
shall be billed for the excess bandwidth used over the Bandwidth Allotment retroactively to
the beginning of such excess usage ("Bandwidth Overage"). The Bandwidth Overage shall be
billed at the higher level of usage that includes such Bandwidth Overage according to
Licensor's published License rates then in effect and shall continue at that higher level
of usage until Licensee's bandwidth usage drops down to a lower level of usage and remains
at that lower level for a minimum of two consecutive months. Licensee is not permitted to
re-sell, redirect, sublicense, rent, network, lend or trade the Content, or any portion
thereof, nor publish, display or distribute the images via any physical method without
the express written consent of Licensor. Licensor retains all title and ownership to
the Content at all times. Licensee may not alter the Content to make it appear as if
it had been copyrighted by anyone other than Addictive Content or its assignees.
Licensee may utilize limited images from the Content to market and promote Licensee's
own websites. In this connection, Licensee may copy, crop, resize, rename or compress
limited individual images from the Content to accomplish this purpose. Licensee acknowledges
that use of the Content, other than as expressly provided herein, is unauthorized and may
constitute a serious crime, may expose Licensor to both civil and criminal liability,
injunctive relief, punitive damages and attorneys' fees pursuant to statute, this Agreement
or any other rights that Licensor may have. In addition to, and not in substitution for, all
other rights Licensor may have, Licensor shall also have the right to seek injunctive relief.
All rights not expressly granted to Licensee under this Agreement are reserved to Licensor.
2. TERMINATION OR REVOCATION OF LICENSE.
Upon payment of the license fees, and so long as Licensee is not in violation of this
Agreement and the License has not been revoked, Licensee shall have the right to exploit
the Content for use on the websites for which this License was granted and not elsewhere.
In the event that Licensee violates any term or provision of this License, this License
shall automatically immediately terminate without additional notification from Licensor.
In the event that Licensor revokes this License for any reason, or it terminates automatically
by reason of Licensee's breach of the terms and provisions of this Agreement, Licensee shall
return all copies of the Content that Licensee may possess in tangible form and electronically
erase all Content from any computer's fixed or portable media or drives containing any such
Content, including, but not limited to, any images that may have been used for marketing and
promotional purposes.
3. MISCELLANEOUS PROVISIONS.
This Agreement contains the entire understanding of the parties superseding any prior or
contemporaneous oral or written agreements between the parties relating to the subject
matter of this agreement. This Agreement may only be modified by written instrument, expressly
represented as a modification of this Agreement and signed by both parties. This Agreement shall
become fully effective and binding upon all parties upon the earlier of either
of the following events: a. actual or facsimile signatures of Licensee and Licensor on this Agreement, or on any
counterpart pages; or b. use of the Content by Licensee in any fashion, including, but not limited to, creating
any link from any Licensee website to Licensor's Content.
4. REPRESENTATIONS AND WARRANTY.
Licensor hereby represents and warrants that it owns all of the images comprising
the Content and all goodwill associated with such content, that all persons depicted
therein were 18 years old at the time such persons were photographed for inclusion in
the Content, and that all records that are required to be maintained in accordance with
18 U.S.C. §2257 are kept by the Custodian of Records, Addictive Content, LLC, Suite 100,
81 Big Oak Rd., Morrisville, PA 19067. Licensee hereby represents and warrants that it
will not use the Content, or any portion thereof, except as expressly authorized herein.
Licensee further represents and warrants that it is familiar with all laws of each
locality where Licensee intends to exhibit or publish the Content and that all such
exhibition or publication shall be in strict conformity to all local law. Licensee
agrees to indemnify, defend and hold Licensor harmless, including payment of Licensor's
reasonable attorneys' fees, from any claims, suits, demands, losses or liabilities,
direct or indirect, arising from, or by reason of, any breach of the foregoing sentence
or arising from, or by reason of, any breach of any other representation or warranty of
Licensee contained in this Agreement.
5. SEVERABILITY AND WAIVER.
If any provision of this Agreement shall be held to be invalid or unenforceable by any
court or tribunal for any reason, all remaining terms and provisions of this Agreement
shall continue as valid and binding. To the extent that any term or provision found to be
invalid or unenforceable can be modified so that it may rendered or deemed valid and
enforceable then, in such event, the parties hereto agree to modify this Agreement the
minimum amount necessary or required so as to validate the particular provision and render
or deem it enforceable. The failure of either party to enforce any provision of this
Agreement shall not be construed as a waiver or limitation of that party's right to
subsequently enforce and compel strict compliance with that or any other provision of
this Agreement.
6. APPLICABLE LAW.
The laws of the Commonwealth of Pennsylvania shall govern this Agreement without giving
effect to Pennsylvania's conflict of laws provisions. Any claim for damages or for
injunctive relief relating to any provision of this Agreement shall be brought in,
and only in, the state or federal courts of Philadelphia, Pennsylvania or Bucks County, Pennsylvania.
The parties hereto, for good and valuable consideration, receipt and sufficiency of
which is hereby acknowledged, intending to be legally bound, agree to the terms and
conditions of this Agreement as of the day and date Licensee first uses or makes
available the Content on any website owned by Licensee.
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