WORKLIFE ROYALTY FREE LICENSE AGREEMENT
PLEASE
READ THE FOLLOWING TERMS AND CONDITIONS. YOUR ACCEPTANCE OF THESE TERMS IS AN
ABSOLUTE CONDITION TO YOUR ACCESS TO AND USE OF ANY IMAGE(S). DOWNLOADING
AND/OR USING ANY IMAGE(S) FROM WORKLIFE CONFIRMS YOUR ACCEPTANCE OF THESE TERMS
AND FORMS A LEGAL CONTRACT BETWEEN YOU AND WORKLIFE. WORKLIFE reserves the
right to change any of the terms of this Agreement at any time, and you agree
to be bound by such changes. If you do not agree to the following terms, as may
be amended, do not download or use any Image(s).
1. LICENSE
A. Copyright:
The Image(s) are copyrighted and protected under the various
laws of the
B. Permitted
Uses. You may:
I. Back up, and store, single Image(s) as necessary on a single
server for archival, tracking or asset management purposes only. Any copy or
archive you make must include copyright notice.
II. Use the Image(s) in any print or
electronic including advertising and editorial use, provided such use is not
intended to allow the re-distribution, re-use of the Image(s) or access to the
image(s) apart from promotion of the
Maestro WorkLife Coaching System.
III. Use the Image(s) as decor in an office, lobby, public area,
restaurant, or retail store.
IV. Use the Image(s) as design elements in video, film, or
television broadcasts.
V. Use the Image(s) for any other uses approved in writing by
WORKLIFE.
C. Prohibited
Uses. You may NOT:
I. Sublicense, distribute, transfer or assign rights to the
Image(s).
II. Reverse engineer, decompile, translate, or disassemble any part
of the Image(s).
III. Copy or reproduce the Image(s)
IV. Remove any copyright, trademark or watermark from any place
where it appears on the Image(s).
V. Use the Image(s), or any part of the Image(s), as part of a
trademark, service mark, or logo. WORKLIFE or its licensors retain the full
rights to the Image(s), and therefore you cannot establish your own rights.
VI. Use the Image(s) to compete with WORKLIFE. It is the specific
intent of this provision to prohibit you from using the Image(s) to enter,
either directly or indirectly, a similar or competing business.
VII. Use the Image(s) in a product or service whereby the Image(s)
can be used apart from the Maestro
WorkLife Coaching System.
VIII. Use the Images(s) as part of a product other than the Maestro WorkLife Coaching System in any
electronic format intended for multiple distribution or licensing including,
without limitation, templates, Web site templates, software products, including
computer and/or video games and game consoles, e-greetings, etc. Use the
Image(s), or resell the Image(s) for use, in mobile or wireless devices,
including but not limited to mobile telephones, handheld game consoles, and
PDAs.
IX. Use the Image(s) in any way that could be considered defamatory,
pornographic, libelous, immoral, obscene or fraudulent, or illegal, either by
making physical changes to it, in the juxtaposition to accompanying text or
images, or otherwise.
D. Additional
Terms:
I. WORKLIFE reserves the right to (i) not permit use of any
Image(s) for any reason whatsoever; and (ii) notify you that certain Image(s)
are no longer available for use. Upon such notification, the license to use
such Image(s) shall automatically and immediately terminate.
II. All other rights not expressly granted to you are reserved
solely for WORKLIFE.
III. WORKLIFE reserves the right to replace Image(s) with an
alternative Image for any reason. Upon notice of such replacement, the license
for the replaced Image(s) immediately, and automatically, terminates for any
use of the Image(s) that does not already exist, and this Agreement shall automatically
apply to any replacement Image(s). You agree not to use any replaced Image(s)
with future products or services and you shall take all reasonable steps to
discontinue use of the replaced Image(s) in existing products or services.
2. TERMINATION
A. This
Agreement is effective until it is terminated.
I. This Agreement will terminate automatically, without notice from
WORKLIFE, if you fail to comply with any provision of this Agreement.
II. You can terminate the licenses granted under this Agreement with
respect to any Image(s) by destroying the Image(s), along with any copies or
archives, any CD-ROM or accompanying materials (if applicable), and ceasing all
use of the Image(s) for any purpose. Such termination may not effect payment
obligations.
B. Upon
termination of the license to use any Image(s) granted under this Agreement,
you agree to (i) destroy all copies and archives of the Image(s), (ii) cease
using the Image(s) for any purpose, and (iii) confirm to WORKLIFE in writing
that you have complied with these requirements. Please see Section 13(A) below
for other terms also applicable to Subscription terminations.
3. WARRANTY
AND LIMITATION OF LIABILITY
A. You
represent, warrant and covenant that:
I. You are at least eighteen years of age and have the full right
and authority to enter into this Agreement on behalf of you and/or your
company, employer or principal;
II. You do not reside in any country to which export of US products
are prohibited or restricted and you may not ship, transfer or export any of
the Images into any country or use any of the Images in any manner prohibited
by any laws, restrictions or regulations;
III. You will not use the Image(s) in any way that is not permitted
by this Agreement;
IV. Your use of the Image(s) will not violate any applicable law or
regulation of any country, state, or other governmental entity;
V. The information that you provide to WORKLIFE is accurate and
true, including, without limitation, all credit card or other payment
information and you shall update such information as necessary;
VI. You are solely responsible for determining whether your use of
any Image(s) requires the consent of any other party or the license of any
additional rights. If you are unsure whether additional rights are needed for
your use of the Images, you are responsible for consulting with competent legal
counsel; and
VII. If you are acting as an agent, you must inform your
client/principal of the terms of this Agreement.
4. LIMITATION
OF REMEDIES
Replacement:
WORKLIFE' entire liability and your exclusive remedy, with respect to any
claims arising out of this Agreement, shall be replacement of Image(s).
5. INDEMNIFICATION
You agree to indemnify and hold WORKLIFE, its affiliates,
parents, subsidiaries, employees, directors, officers, successors, assigns,
distributors and anyone else associated with WORKLIFE, harmless from, and
against, any and all claims, liabilities, costs, damages, or expenses,
(including attorneys' fees) asserted against WORKLIFE arising out of your use
of the Images or in connection with any breach of any of the terms of this
Agreement. You may elect to assume the handling, settlement or defense of any
claim or litigation and WORKLIFE shall reasonably cooperate in the defense of
any claim. WORKLIFE shall have the right to participate in the litigation, at
its own expense, through counsel of its choosing. You will not be liable for
legal fees or other costs incurred prior to WORKLIFE giving notice of the claim
for which indemnity is sought.
6. GENERAL
A. Enforceability:
If any provision of this Agreement is held to be not enforceable, such
provision shall be reformed only to the extent to make it enforceable,
consistent with the parties' intent.
B. Waiver:
No action of WORKLIFE, other than an express written, signed waiver may be
construed as a waiver of any part of this Agreement, and no employee of
WORKLIFE is authorized to make an oral waiver. In the event that WORKLIFE
waives a specific part of the Agreement, it does not mean that WORKLIFE waives
any other part.
7. JURISDICTION
This Agreement will be governed in all respects by the laws of
the State of
8. LEGAL
FEES
You agree to reimburse WORKLIFE for its legal fees, costs and
disbursements if WORKLIFE is successful in enforcing any of its rights under
this Agreement including, without limitation, in connection with any action to
collect payment.
9. ASSIGNABILITY
You may not assign or transfer to anyone else the rights granted
to you in this Agreement, without our prior written consent. WORKLIFE may
assign or transfer this Agreement freely.
See Termination Section 3 above for other applicable terms.
10. ENTIRE
CONTRACT
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND
IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER AGREE THAT
IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND WORKLIFE,
WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY
OTHER COMMUNICATION BETWEEN YOU AND WORKLIFE RELATING TO THE SUBJECT OF THIS
AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY PURCHASE ORDER TERMS (EVEN IF
SUCH TERMS ARE SUBSEQUENT TO THE DATE OF THIS AGREEMENT). FAQ'S, OTHER
EXPLANATIONS, AND TEXT IN WORKLIFE' WEB SITES ARE FOR YOUR INFORMATION ONLY AND
ARE NOT, AND SHALL NOT BE CONSTRUED AS, PART OF THIS AGREEMENT UNLESS SPECIFIED
OTHERWISE IN THIS AGREEMENT.
October 2009