Maria-Art Online Store: License Agreement

This is a legal agreement between you ("Licensee") and Maria-Art regarding downloadable content. By downloading a file from this website, you agree to be bound by the terms of this agreement. If you are entering into this agreement on behalf of your employer, the license granted and restrictions and limitations recited herein apply to your employer as well as to you as a representative of your employer. Should you cease working for your employer, your employer may continue to operate under this agreement. You, however, as an individual, may not make a copy or transfer the content to a new place of employment or to your own company. 1. The License: This is a license, not a sale. Maria-Art continues to own all content, paintings, graphics, video and sound clips, photographs (hereafter "Maria-Art Files") on this site. Subject to your acceptance of the terms of this agreement ("License Agreement") Maria-Art hereby grants to you a non-exclusive, non-transferable, worldwide right to use the Maria-Art Files as follows: You may use the Maria-Art Files for nearly any project, including feature films, broadcast, commercial, industrial, and educational video, print projects, multimedia, games, and the internet, as long as the Maria-Art Files have been incorporated into any work with substantial value added by you. Thus, you could incorporate Maria-Art Files in promotional materials, packaging, web page design, broadcast, products for sale, electronic and print publication, comps, and layouts. 2. Limitations: The Maria-Art Files may not be sold as stand alone Maria-Art Files, or included in any other stock product, library, or collection for distribution or resale. The Maria-Art Files may not be used, in part or in whole, as a trademark or service mark, nor may you claim any proprietary rights of any sort in the Maria-Art Files, or any part thereof. You may not make available some or all of the Maria-Art Files on a web page or other display as a separate or downloadable reuseable file, or disassemble, decompile, reverse engineer, translate, or otherwise decode the Maria-Art Files for any reason whatsoever. If you provide Maria-Art Files or Derivative Works to a client as part of your work product, the client may not reuse the Maria-Art Files or Derivative Works for any purposes other than a review of your work product without purchasing a separate license. 3. Fees and Payments: In exchange for your usage of Maria-Art Files as provided hereunder, you agree to pay to Maria-Art a non-refundable license fee (with the exception of our money back guarantee for one downloadable Maria-Art File) in advance in the amount most recently quoted by Maria-Art for each Maria-Art File that you receive or download. 4. Copyright: Maria-Art, it Licensors and Contributors retain all right, title, and interest in and to the Maria-Art Files not expressly granted by the License Grant above. Such rights are protected by the United States and International Copyright laws and international treaty provisions. You may not use the names of any contributors except as a digital embedded copyright notice with the Maria-Art Files in accordance with any usage guidelines specified by Maria-Art. You may be held legally responsible for any copyright infringement that is caused or encouraged by your failure to abide by the terms of this agreement. 5. No Warranty: Maria-Art makes no representation or warranty with respect to the use of names, trademarks, logos, registered or copyrighted designs or works of art depicted in any Maria-Art File, and you must satisfy yourself prior to purchase that all necessary rights, model releases, consents or permissions as may be required for your intended usage are secured. All Maria-Art Files are provided "as is". Maria-Art makes no representation or warranty either express or implied including but not limited to any implied warranties of merchantability, fitness for any particular use, quality of image, or compatibility with any computer hardware or other equipment, operating system or software program. Neither Maria-Art nor any of its directors, officers, employees, subsidiaries, affiliates, or agents shall be liable for any damages, whether direct, incidental, or consequential, or other damages arising out of the use of, or the inability to use, the Maria-Art Files. 6. Limitation of Liability: Under no circumstances will Maria-Art be liable for any damages whatsoever (including, without limitation, damages for loss of business profits, business interruption, loss of business information, or other pecuniary loss) arising out of A) the use of or inability to use the Maria-Art Files or B) the inability to obtain additional rights to the images (including making additional copies) even if Maria-Art has been advised of the possibility of such damages. In any event, the limit of liability of the copyright owner of the Maria-Art File, their representative, and Maria-Art, shall be the fee paid for the Maria-Art File to Maria-Art. 7. Copyright Protection: Maria-Art shall have the exclusive right to pursue any copyright infringement without regard to the rights granted. All digital files of Maria-Art Files must include the copyright symbol, Maria-Art Name, and Maria-Art Image Identification Number as part of the electronic file. 8. Termination: The license contained in this Agreement will terminate automatically without notice from Maria-Art if you fail to comply with any provision of the Agreement. Upon termination, you must immediately 1) stop using the Maria-Art Maria-Art File(s) 2) return the Maria-Art Maria-Art File(s) and all copies of it to Maria-Art 3) delete the Maria-Art Maria-Art File(s) and all copies from all magnetic and digital media, and destroy all other copies. Your indemnity and payment obligations and Maria-Art rights in conjunction with those obligations shall survive any termination or expiration of this Agreement. The provisions of this paragraph are in addition to any other remedies and rights Maria-Art may have as a result of any breach of this Agreement. Neither party will be entitled to damages as a result of termination of this Agreement as provided herein. 9. Injunctive Relief: You agree that any breach of your obligations with respect to Maria-Art proprietary or intellectual property rights will result in irreparable injury to Maria-Art for which money damages are inadequate and you therefore agree that Maria-Art is entitled to injunctive relief in addition to any other relief that a court may deem proper. 10. Integration: Maria-Art reserves the right to pursue any claim or controversy relating to intellectual property rights, not by arbitration, but by a court located in the State of California. In the event that either a court of competent jurisdiction directs us to go to court, or the matter involves copyright, you agree to fully reimburse Maria-Art for its reasonable legal fees, costs, and disbursements if Maria-Art is successful in the suit. We both designate the United States District Court for the Central District of, California as the jurisdiction for Federal suits, and the Los Angeles Superior Court as the jurisdiction for State suits. Maria-Art reserves the right to seek an injunction to prevent breach of your obligation to Maria-Art' intellectual property rights. Maria-Art reserves the right to withdraw Maria-Art Files from use at any time, for any reason, and you agree to destroy any such file and discontinue the use of any Maria-Art Files, Clips, and/or images that have been withdrawn from circulation by Maria-Art. 11. General Provisions: If any provision of this Agreement is found illegal or unenforceable, the legality and enforceability of the other provisions of the Agreement will not be affected. Your use of the Maria-Art File(s) must be in compliance with all applicable law, including but not limited to, laws and regulations relating to export, currency, and the law of moral rights. This license will expressly not be governed by the United Nations Convention on Contracts for the International Sale of Goods. No license for usage of Maria-Art' Products is granted until payment in full for the Product has been received by Maria-Art. No failure of either party to exercise or enforce any of its rights hereunder will serve as a waiver of such rights. Any and all disputes arising under this agreement, with the above exceptions, shall be settled by arbitration pursuant to the rules of the American Arbitration Association. Judgment upon any arbitration award may be entered in the highest court having jurisdiction as provided herein. Maria-Art reserves the right to seek an injunction to prevent breach of your obligation to Maria-Art' intellectual property rights. Maria-Art reserves the right to withdraw Maria-Art Files from use at any time, for any reason, and you agree to destroy any such file and discontinue the use of any Maria-Art Files, Software, Clips, and/or images that have been withdrawn from circulation by Maria-Art.