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Royalty-Free License Agreement
1. LICENSE GRANT
1.1 Subject to the restrictions set forth in Article 2, and conditioned
upon your payment to Christ Images and
maintaining a valid receipt for use of the Image, Christ Images hereby
grants a non-exclusive, non-transferable, worldwide perpetual commercial
use license for the Image made available through immediate
download for a single purpose use including derivative works,
as well as associated media and advertising.
2. RESTRICTIONS
2.1 You may not sell, rent, load, give, sublicense, or otherwise
transfer to anyone, the Image or the right to use the Image. You may
however, transfer the Image to a third party for the sole purpose of
causing such third party to produce and/or manufacture your goods
incorporating the Image subject to the terms and conditions herein. You may
not use the Image on any website or web page at a size larger than 500 x
500 pixels, nor a resolution higher than 72 dpi.
You may not sell, license or distribute its final product in such a way
that permits Licensee's end users to extract or access the Image as a
stand-alone digital file. You may not use the Image in a pornographic or
defamatory manner.
3. TERM; TERMINATION
3.1 The term of this Agreement shall continue in effect for a single
purpose for an infinite term into perpetuity unless Christ Images
terminates this Agreement in accordance with Section 3.2.
3.2 Christ Images may terminate this Agreement immediately if you breach
this Agreement.
3.3 Due to the liberal nature of software and the license, all licenses
are final; no refunds or credits will be allowed. Larger detail of
images prior to purchase are available by contacting Christ Images at christimages1@live.com
4. DISCLAIMERS; LIMITATION OF LIABILITY
4.1 You represent, warrant and covenant that you will comply with all of
your obligations set forth in this Agreement.
4.2 Christ Images warrants and represents that:
Images used in full compliance with this Agreement and applicable
law, will not infringe any copyright, trademark or other intellectual
property right. Except as set forth above, neither party makes any
representation or warranty of any kind, either expressed implied, with
respect to the Image or the service, the timeliness thereof, the
results to be obtained by the use thereof or any other matter.
4.3 In no event shall Christ Images 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 Christ Images 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, Christ Images' total liability hereunder shall not exceed Fifty Dollars.
5. INDEMNIFICATION
5.1 You, at your expense, will indemnify, defend and hold harmless
Christ Images 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) your breach or alleged breach of this
Agreement, or (b) your use of the Images in violation of the conditions
of this agreement.
6. PROPRIETARY RIGHTS
6.1 You acknowledge that title and ownership rights in and to the Image and all the rights therein and legal protections with respect
thereto remain exclusively with Christ Images and that you receive no
proprietary rights whatsoever in or to such except for the license
granted herein.
7. ASSIGNMENT
7.1 This Agreement shall not be assigned or transferred by User without
the prior written consent of Christ Images, and any attempt by User 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.
8. RELATIONSHIP OF THE PARTIES
8.1 The parties are independent contractors. Nothing in this Agreement
will be construed to constitute or appoint either party as the agent,
partner, joint venture 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.
9. GOVERNING LAW; VENUE
9.1 This Agreement shall be governed by, and construed in accordance
with, the laws of the State of Texas without regard to its conflict or
choice of laws principles. The parties hereby consent to the exclusive
jurisdiction of, and venue in, any federal or state court of competent
jurisdiction located in the County of Hayes, Texas, for the purposes of
adjudicating any matter arising from or in connection with this
Agreement.
10. NOTICES AND SURVIVAL
10.1 All notices given under this Agreement must be in writing and may
be by certified mail or email.
10.2 Articles 2 through 11 shall survive the expiration or termination
of this Agreement.
11. COMPLETE AGREEMENT
11.1 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 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.
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