TURBO PHOTO - License Agreement & Terms of Use

TURBO PHOTO LICENSE AGREEMENT & TERMS OF USE FOR ROYALTY FREE PHOTOS

1. IMPORTANT INFORMATION

PLEASE READ THE FOLLOWING TERMS AND CONDITIONS. YOUR ACCEPTANCE OF THESE TERMS IS AN ABSOLUTE CONDITION OF YOUR USE OF THIS PRODUCT.

2. GRANT OF LICENSE

a) Geographic limits:

This License Agreement governs your use of Turbo Photo Royalty Free Image(s) ("the Image(s)"), provided by Turbo Photo, Inc. ("Turbo Photo"). Turbo Photo licenses to you the use of the Image(s) only as provided below in the United States and other countries on a non-exclusive and non-transferable basis. All other rights to the Image(s), CD-ROM and accompanying materials (if applicable), including without limitation, copyright and all other rights, are retained by Turbo Photo.

b) Number of Users:

THIS IS A ONE (1) PERSON, NON-EXCLUSIVE, SINGLE-LICENSE AGREEMENT. No other designated people are permitted to use the Image(s), without Turbo Photo's written consent. THIS IS NOT A SIMULTANEOUS USE LICENSE. You may not allow any person, whether employees or contractors, to access or use of the Image(s). You may not use the Image(s) on a server or create any other image library that permits access to anyone other than yourself.

Additional Site Licenses are available for more than 1 person. To obtain additional seat licenses please email sales@turbophoto.com.

c) Permitted Uses. (You may)

(i) You may back up, copy, or archive the Image(s) as necessary for internal use, and only as necessary for that use.

(ii) You may use the Image(s) in any electronic or print media, including advertising and editorial use, and consumer merchandise.

(iii) You may use the Image(s) for any items for resale, including book covers and consumer merchandise, provided these products are not intended to allow the re-distribution or re-use of the Image(s).

(iv) You may modify or alter the Image(s) as necessary for your use, as allowed for elsewhere in these terms and conditions, provided that the rights to any derivative work shall belong to Turbo Photo. You may use such derivative work only as permitted in accordance with these terms and conditions. All copyrights with respect to such derivative work are assigned to Turbo Photo, which assignment the parties hereby agree is valid under the U.S. Copyright Law. If requested by Turbo Photo, you agree to execute a written assignment of any such copyrights with respect to such derivative work.

(v) You may in the normal course of workflow, convey to a third party (such as a printer) temporary copies of the Image(s) that are integral to your work product and without which the product could not be completed.

d) Prohibited Uses: (You may NOT)

(i) You may not transfer the rights to the Image(s), CD-ROM or accompanying materials (if applicable), except as specifically provided for elsewhere in this Agreement. All other rights are reserved by Turbo Photo.

(ii) You may not Reverse engineer, decompile, or disassemble any part of the Image(s), CD-ROM or accompanying materials (if applicable), subject to applicable law.

(iii) You may not copy or reproduce the Image(s), CD-ROM or accompanying materials (if applicable), except as specifically provided for in paragraph 2(c).

(iv) You may not remove any copyright or trademark from any place where it appears on the Image(s) or its accompanying materials.

(v) You may not use the Image(s) in any way that could be considered defamatory, libelous, pornographic, obscene, immoral, or fraudulent.

(vi) Images may not endorse, promote, represent or be used in connection with alternative (gay and/or lesbian) lifestyles; alcohol; tobacco; illegal drugs; psychological, psychotropic, and/or physical disorders; criminal and/or anti-social behaviors; sexual and/or pornographic contexts; and/or controversial political views. In addition, any uses which may be construed as degrading, offensive, defamatory or which deal with controversial subjects of any kind are not covered in the releases Turbo Photo has in its possession. Inquiries may be made by phone (1-805-801-4967) and/or e-mail (info@turbophoto.com). Any exceptions must first be approved in writing by Turbo Photo, prior to usage.

(vii) You may not display the Image(s) in any digital format or for any digital use at a resolution greater than 640x480 pixels, except in editorial or preliminary design work. Doing so will be viewed as an attempt to distribute the Image(s) in violation of this Agreement. We are specifying this so that no one can steal the Image(s) from you, even if that was not your intention.

(viii) You may not use the Image(s) or any part of it as part of a trademark, service mark, or logo. Turbo Photo retains the full rights to the Image(s), and therefore you cannot establish your own rights over any part of it.

(ix) You may not re-sell, distribute or sub-license the Image(s), CD-ROM (if applicable), or the rights to use the Image(s) to anyone for any purpose, except as specifically provided for elsewhere in this agreement. Turbo Photo is in the business of licensing images to its customers. It is the specific intent of this provision to prohibit a purchaser or licensee of Turbo Photo's images from using the Image(s) to enter, either directly or indirectly, a similar or competing business. It is also prohibited to use the Image(s) in a product whereby the purchaser or licensee of that product can then use the Image(s) for its own purposes.

3. PAYMENT TERMS

No rights are granted until the invoice is paid in full. A service charge of two percent (2%) per month, or such lesser amount allowed by law, will be charged thereafter on any unpaid balance. And claims for adjustment of terms must be made to Turbo Photo within five (5) days of the receipt of the invoice. Prices can be found on Turbo Photo's website or by calling Turbo Photo.

4. TERMS AND PHOTO CREDIT

This License is effective until it is terminated. You can terminate this license by destroying the Image(s), along with any copies or archives of it, and any CD-ROM or accompanying materials (if applicable), and ceasing to use the Image(s) for any purpose.

The license also terminates if at any time you fail to comply with the terms of this Agreement. If this happens, you hereby agree to destroy all copies and archives of the Image(s), to cease using the Image(s) for any purpose, and to confirm to Turbo Photo in writing that you have complied with these requirements.

Photo credit is unnecessary, and is not required. If a photo credit must be used for editorial purposes, Turbo Photo requests the phrase Photo: Turbo Photo.com appear adjacent to the Image or on the credit page.

5. LIMITED WARRANTY

Turbo Photo represents that it has the right to enter into this Agreement and has the right to grant this license under these terms.

Turbo Photo warrants that the digital Image(s) and/or CD-ROM (if applicable) will be free from defects in materials and workmanship under normal use for a period of 30 days from the date you download or receive it. A "defect in materials and workmanship" does not include the artistic qualities of the photograph itself. There is no guarantee or warranty for satisfaction.

EXCEPT AS PROVIDED ABOVE, THE IMAGE(S), CD-ROM AND ACCOMPANYING MATERIALS (IF APPLICABLE) ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. TURBO PHOTO DOES NOT WARRANT THAT THE IMAGE(S) 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 IMAGE(S) IS WITH YOU. SHOULD THE IMAGE(S) PROVE DEFECTIVE, YOU (AND NOT TURBO PHOTO OR AN AUTHORIZED PERSONNEL OR OTHER COMPUTER DEALER) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION.

Certain states do not allow the exclusion of implied warranties, so the above exclusion may not apply to you. You have specific rights under this warranty, but you may have others, which vary from state to state.

6. LIMITATION OF REMEDIES

a) Replacement or Refund:

Turbo Photo's entire liability and your exclusive remedy, with respect to any claims arising out of your use of the Image(s) or CD-ROMs (if applicable), or out of your actions in downloading the Image(s), shall be as follows:

Downloaded Images: You may be permitted to download the Image(s) again, at a location Turbo Photo will provide for you. If you continue to be unable to download the Image(s), Turbo Photo will refund your money, provided Turbo Photo determines in its sole and absolute discretion that you have been unable to download the Image(s) successfully.

CD-ROMs: As provided for in the warranty above, you can receive a replacement CD-ROM by returning the CD-ROM and a copy of your receipt to Turbo Photo, or to a distributor authorized by Turbo Photo. If Turbo Photo or its authorized distributor is unable to provide you with a replacement CD-ROM which is free from defects in materials or workmanship, you may terminate this Agreement by returning the CD-ROM and Turbo Photo or the authorized distributor will refund your money.

b) No Money Damages:

Under no circumstances whatsoever will Turbo Photo be liable to you for any damages, including any lost profits, lost savings, or other incidental or consequential damages arising out of the use or inability to use the Image(s) even if Turbo Photo or a distributor authorized by Turbo Photo has been advised of the possibility of such damages, or for any claim by any other party. Some states do not allow the limitations or exclusion of liability for incidental or consequential damages, so the above limitation or exclusion may not apply to you.

7. INDEMNIFICATION

You agree to indemnify and hold Turbo Photo harmless against all claims or liability asserted against Turbo Photo arising out of or in connection with any breach of any of the terms of this Agreement.

8. GENERAL

a) Restricted Rights to the US Government:

If the Image(s) is purchased by or provided to the United States Government then it is provided with restricted rights. Such restricted rights are defined in the Defense Department Supplement to the Federal Acquisitions Regulations ("FAR") in paragraph S2.227.19(c)(2) of the FAR. Your use of the Image(s) must be in compliance with all laws and regulations including those pertaining to currency, trademarks, and moral rights.

b) Additional Rights:

If you would like to discuss the acquisition of further rights than are provided for under this Agreement, please call Turbo Photo at 1-805-801-4967concerning a separate license.

c) Uniform Commercial Code:

You agree that this Agreement is subject to Article 2 of the Uniform Commercial Code and agree to be bound by same.

d) Governing Law:

You agree that the Image(s) will not be shipped, transferred or exported into any country or used in any manner prohibited by the United States Export Administration Act or any other export laws, restrictions or regulations. You, the user, shall at your own expense promptly obtain and arrange for the maintenance of all non-USA government approvals, if any, and comply with all laws and regulations as may be necessary, for company's performance under this Agreement. 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.

e) 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.

f) Taxes and other:

You agree to pay and be responsible for any and all applicable sales taxes, use taxes, value added taxes and duties imposed by any jurisdiction as a result of license granted to you, or of your use of the Image(s), pursuant to this Agreement.

g) Discontinuance:

Turbo Photo reserved the right to elect at a later date to replace the Image(s) with an alternative for any reason. Upon notice of such replacement, the license for the replaced Image(s) terminates for any products that do not already exist, and this license automatically applies to the replacement Image(s). You agree not to use the replaced Image(s) for future products and to take all reasonable steps to discontinue use of the replaced Image(s) in products that already exist.

9. ARBITRATION

A material part of this contract is the Agreement to arbitrate. Any and all disputes arising out of, under or in connection with this Agreement, with the exception of copyright claims, including without limitation, its validity, interpretation, performance and breach, shall be submitted to arbitration in Bend, Oregon, USA, pursuant to the rules of the American Arbitration Association in effect at the time arbitration is demanded. Judgment upon any award rendered may be entered in the highest court of the forum, State or Federal, having jurisdiction. This Agreement, its validity and effect, shall be interpreted under, and governed by, the laws of the State of Oregon, and you agree that the arbitrators shall award all costs of arbitration, including legal fees, plus legal rate-of-interest to the successful party. Copyright infringement claims shall be brought in the Federal District Court of the District of Oregon. You consent to service of any required notice or process upon you by registered mail or overnight courier with proof of delivery.

10. LEGAL FEES AND JURISDICTION

If Turbo Photo is obligated to go to court, rather than arbitration, to enforce any of its rights, or to collect any fees, you agree to reimburse Turbo Photo for its legal fees, costs and disbursements if Turbo Photo is successful. You agree that the Superior Court of Oregon and the United States District Court for the District of Oregon are the agreed and appropriate forums for any such suit, and consent to service of process by registered mail or overnight courier with proof of delivery.

11. 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 TURBO PHOTO, WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN YOU AND TURBO PHOTO RELATING TO THE SUBJECT OF THIS AGREEMENT. THE EXPLANATIONS TO FAQ'S AND OTHER EXPLANATIONS AND CONTENT PROVIDED IN TURBO PHOTO'S WEBSITE ARE FOR YOUR INFORMATION ONLY AND ARE NOT, AND SHALL NOT BE CONSTRUED AS, PART OF THIS AGREEMENT.