Tshirt-Factory Download Agreement
This Contract is between you and Tshirt-Factory (also sometimes referred to herein as 'we', 'us' and 'our'). By downloading Content (as defined below) from this website, you agree to be bound by the terms of this contract with respect to such Content. Do not download Content if you do not accept these terms.
This is a license, not a sale. You are permitted to use Content. We or our Members continue to own the intellectual property rights in the Content. Third parties who wish to use any Content must download it from the www.tshirt-factory.com website themselves.
1. This Contract governs your use of Tshirt-Factory `s Content (namely, the photographic images, illustrations, or other material that you download from the Tshirt-Factory website in conjunction with entering into this Contract ('Content')).
2. You are hereby granted a perpetual, non-exclusive, non-transferable license to use Content on the terms and conditions contained in this Contract. You may only engage in expressly permitted activity with respect to Content. All other rights in and to the Content and accompanying materials, including, all intellectual property rights relating thereto, are retained by Tshirt-Factory or its Members, as the case may be.
3. You may use any Content in the following:
(a) advertising and promotional collateral and printed materials
(b) online or electronic publications, including web pages
(c) prints and reproductions for clothing line or brands but no more then 100,000 copies.
(d) flash Animations, Routing and Laser Engraving, Publishing and Embroidery.
(e) use Content in only one location
(f) physically transfer any Content and its archives from one location to another, provided that it may only be used in one location at a time
(g) keep a single copy of Content solely for back-up purposes; you must reproduce all proprietary notices on this single back-up copy
4. You may not provide a copy of Content, or any portions thereof, to anyone or allow anyone to gain access to the Content, or any portion thereof, except as permitted above. You may not do anything with Content that is not expressly permitted. You may not:
(a) resell, share with your friends ,give away ,repackage, or redistribute our clipart in any way or for free. Also taking a vector set, recoloring it in other colors, and uploading it to your website for your visitors to download the original vector form, or even a high resolution image, is prohibited. In conclusion you are not allowed to make available the original source files for download or resale.
(f) use Content in a manner that may be considered to be pornographic, obscene, defamatory or libelous in nature;
(g) use any image in the Content that depicts a person to endorse a business, product or service;
(h) use any image in the Content that depicts a person in a potentially sensitive subject matter;
(i) if source code is contained within the Content or accompanying materials, reverse engineer, decompile, or disassemble any part of the source code;
(j) remove any notice of copyright, trade-mark or other proprietary right from any place where it appears in the Content or its accompanying materials;
(k) sub-license, sell, rent, lend, or otherwise distribute any Content;
(l) post a copy of any Content on a network server or web server for use by other users; or
(m) transfer the rights to any Content or accompanying materials, except as specifically provided for in this Contract.
5. You agree that in the event that you or a Related Party (as defined in the Income Tax Act (Romania)) either individually or in combination reproduce the Content, or any part thereof, in excess of 100,000 times, you will pay an additional royalty fee equal to US $0.01 for each reproduction which is in excess of 100,000 reproductions. This additional royalty does not apply to advertisements in magazines, newspapers or websites.
6. You agree to notify Tshirt-Factory in the event that you (or a combination of you and Related Parties) reproduce any Content, or any part thereof, in excess of 100,000 times. Such notice must be sent to Tshirt-Factory every month in which the Content, or any part thereof, which you have reproduced over the term of this Contract in excess of 100,000 times is reproduced. Each such notice must contain the number of reproductions made in a particular month, provided that when you send the first such notice to Tshirt-Factory you need only disclose those reproductions made in combination by you and Related Parties which are in excess of 100,000.
7. Tshirt-Factory will invoice you for the fees associated with such excess use and you agree to pay such invoice within 30 days of receipt.
8. This Contract is effective until terminated. You can terminate this Contract by destroying the Content, and any related Derivative Works, and any copies of it or accompanying materials, and ceasing to use the Content, and any Derivative Works related thereto. This Contract will also terminate upon your failure to comply with the terms herein. You agree, upon termination of this Contract, to destroy all copies of any Content, and any related Derivative Works, to cease using the Content, and any related Derivative Works, and to confirm to Tshirt-Factory in writing that you have complied with these conditions.
9. Termination of this Contract does not relieve you of your responsibilities to pay any amounts due to Tshirt-Factory or your obligations not to use the Content, or any related Derivative Works, other than as permitted under this Contract.
REPRESENTATIONS AND WARRANTIES:
10. The Tshirt-Factory website acts as an exchange of Content between those who provide Content to the website (our Members) and those who wish to use such Content. Accordingly, Tshirt-Factory makes no representation or warranty that any Content provided is royalty free.
11. Statements regarding any rights and ownership of the Content are provided as a reference only and questions regarding the usability for any purpose or proposed use should be directed to the party who provided the Content to our website.
12. THE CONTENT AND ANY ACCOMPANYING MATERIALS ARE PROVIDED 'AS IS' WITHOUT REPESENTATION, WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. Xpoze DOES NOT REPRESENT OR WARRANT THAT THE CONTENT 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 CONTENT YOURS. SHOULD THE CONTENT PROVE DEFECTIVE, YOU (AND NOT Tshirt-Factory) ASSUME THE ENTIRE COST OF ALL NECESSARY CORRECTIONS.
LIMITATION OF REMEDIES & LIABILITY:
13. Tshirt-Factory `s entire liability and your exclusive remedy, with respect to any claims arising out of your use of Content or accompanying material, or out of your actions in downloading Content, are as follows:
(a) You may, upon request to Tshirt-Factory, be permitted to download the Content again, at a location Tshirt-Factory will provide for you;
(b) If you continue to be unable to download the Content, Tshirt-Factory will refund the fee actually paid by you in respect of the use of such Content, provided Tshirt-Factory determines that you have been unable to download such Content successfully.
14. IN NO EVENT SHALL Tshirt-Factory OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, PARTNERS, OR AGENTS BE LIABLE FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING DAMAGES FOR LOSS OF PROFITS, INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) IN CONNECTION WITH ANY CLAIM, LOSS, DAMAGE, ACTION, SUIT OR OTHER PROCEEDING ARISING UNDER OR OUT OF THIS CONTRACT, INCLUDING WITHOUT LIMITATION YOUR USE OF, RELIANCE UPON, ACCESS TO, OR EXPLOITATION OF THE CONTENT, OR ANY PART THEREOF, OR ANY RIGHTS GRANTED TO YOU HEREUNDER, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER THE ACTION IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR OTHERWISE.
15. THE TOTAL MAXIMUM AGGREGATE LIABILITY UNDER THIS CONTRACT, THE LICENSE PROVIDED HEREUNDER, OR THE USE OR EXPLOITATION OF ANY OF THE CONTENT IN ANY MANNER WHATSOEVER IS TO BE LIMITED TO THE FEES ACTUALLY PAID BY YOU TO Tshirt-Factory UNDER THIS CONTRACT IN RESPECT OF THE USE OF THE CONTENT.
16. You agree to indemnify and hold Tshirt-Factory harmless against all claims or liability asserted against Tshirt-Factory arising out of or in connection with any breach by you or anyone acting on your behalf of any of the terms of this Contract.
17. If any provision or part of this Contract is unenforceable the parties or, in the event the parties are unable to agree, a court of competent jurisdiction, shall put in place thereof an enforceable provision or provisions, or part thereof, that as nearly as possible reflects the terms of the unenforceable provision or part thereof.
18. You agree to pay and be responsible for any and all sales taxes, use taxes, value added taxes and duties imposed by any jurisdiction as a result of the license granted to you, or of your use of the Content, pursuant to this Contract.
JURISDICTION & ARBITRATION:
19. This Contract will be governed under the laws of Romania applicable therein (without reference to conflicts of laws principles). This Contract will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. You consent to service of any required notice or process upon you by registered mail or overnight courier with proof of delivery notice, addressed to the address or contact information provided by you at the time the Content was downloaded, or such other address as you may advise us in writing to use.
20. Any disputes arising out of, or in connection with this Contract, including without limitation, its validity, interpretation, performance and breach, shall be submitted to arbitration in Bucharest, Romania, pursuant to the applicable legislation in effect at the time arbitration is demanded.
21. If Tshirt-Factory is obligated to go to court, rather than arbitration, to enforce any of its rights, or to collect any fees, you agree to reimburse Tshirt-Factory for its legal fees, costs and disbursements if Tshirt-Factory is successful.
22. YOU ACKNOWLEDGE THAT YOU HAVE READ THIS CONTRACT, 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 CONTRACT BETWEEN YOU AND Tshirt-Factory, WHICH SUPERSEDES ANY PROPOSAL OR PRIOR CONTRACT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN YOU AND Tshirt-Factory RELATING TO THE SUBJECT OF THIS CONTRACT.