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[edit] Summary

http://morguefile.com/archive/?display=147712&

LICENSE AGREEMENT

This License Agreement ("Agreement") is by and between morgueFile, Inc., an S corporation with offices at 21 Nelson street, Clifton N.J. ("morgueFile") and the company and/or individual entering into this Agreement ("Subscriber").

I. LICENSE GRANT I.1 Subject to the restrictions set forth in Article 2, morgueFile hereby grants to Subscriber a limited, non-exclusive, non-transferable, revocable, worldwide license to download any photos or other materials ("Photos") made available to Subscriber via the Service solely for its ordinary personal and/or commercial purposes.

II. USE RESTRICTIONS 2.1 Subscriber may not: (a) sell, license, sublicense, rent, transfer or distribute any Photo on a standalone basis, (b) use any Photo in any manner which may be considered offensive, indecent or objectionable, or to defame, libel or discriminate, (c) download all or a substantial portion of the morgueFile database containing the Photos without morgueFile's prior written consent, or (d) compete against morgueFile either directly or indirectly using the Photos.

2.2 Subscriber acknowledges that a breach of its obligations under this Agreement will result in irreparable and continuing damage for which monetary damages may not be sufficient, and agrees that morgueFile will be entitled to seek, in addition to its other rights and remedies hereunder or at law, injunctive and/or other equitable relief, and such further relief as may be proper from a court of competent jurisdiction. All remedies of morgueFile set forth in this Agreement are cumulative and in addition to and not in lieu of any other remedy of morgueFile at law or in equity.

2.3 Subscriber agrees to use the Photos only as expressly permitted by this Agreement and in accordance with all applicable laws, rules and regulations. Except as expressly set forth herein, Subscriber shall have no other rights or license of any kind with respect to the Photos.

III. CONSIDERATION 3.1 There are no fees under this Agreement.

IV. TERM; TERMINATION 4.1 The term of this Agreement shall continue in effect unless and until (a) the parties mutually agree to terminate this Agreement, or (b) morgueFile terminates this Agreement in accordance with Section 4.2.

4.2 morgueFile may terminate this Agreement immediately if Subscriber breaches this Agreement.

4.3 Upon the expiration or termination of this Agreement, Subscriber shall immediately cease all use of any photos to which it has received a license under Section 1.1.

V. DISCLAIMERS; LIMITATION OF LIABILITY 5.1 Subscriber represents, warrants and covenants that it will comply with all of its obligations set forth in this Agreement.

5.2 EXCEPT AS SET FORTH ABOVE, NEITHER PARTY MAKES ANY REPRESENTATION OR WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE PHOTOS OR THE SERVICE, THE TIMELINESS THEREOF, THE RESULTS TO BE OBTAINED BY THE USE THEREOF OR ANY OTHER MATTER. FURTHER, MORGUEFILE EXPRESSLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

5.3 IN NO EVENT SHALL MORGUEFILE 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 MORGUEFILE 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, MORGUEFILE'S TOTAL LIABILITY HEREUNDER SHALL NOT EXCEED FIFTY DOLLARS.

VI. INDEMNIFICATION 6.1 Subscriber, at its expense, will indemnify, defend and hold harmless morgueFile 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) Subscriber's breach or alleged breach of this Agreement, or (b) Subscriber's use of the Photo(s).

VII. PROPRIETARY RIGHTS 7.1 Subscriber acknowledges that title and ownership rights in and to the photos and materials contained in the Service and all the rights therein and legal protections with respect thereto remain exclusively with morgueFile and its third party providers and that Subscriber receives no proprietary rights whatsoever in or to such materials except for the license granted herein.

VIII. ASSIGNMENT 8.1 This Agreement shall not be assigned or transferred by Subscriber without the prior written consent of morgueFile, and any attempt by Subscriber 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.

IX. RELATIONSHIP OF THE PARTIES 9.1 The parties are independent contractors. Nothing in this Agreement will be construed to constitute or appoint either party as the agent, partner, joint venturer 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.

X. GOVERNING LAW; VENUE 10.1 This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York 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 Borough of Manhattan, New York City for the purposes of adjudicating any matter arising from or in connection with this Agreement.

XI. NOTICES 11.1 All notices given under this Agreement must be in writing, by certified mail (return receipt requested), overnight courier or personal delivery.

XII. SURVIVAL 12.1 Articles 2 through 13 shall survive the expiration or termination of this Agreement.

XIII. MISCELLANEOUS 13.1 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 amendment or other 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. Except for the right of morgueFile's third party providers to enforce this Agreement with respect to their respective Photos, no other party is intended, or shall be deemed, to be a beneficiary of any provision of this Agreement. http://morguefile.com/archive/terms.php I'd love to know how this photo is being used. Please leave a comment, email turtlehawk2002@yahoo.com. It's very encouraging when you credit MorgueFile & the photographer. Thanks for looking, Mary R. Vogt

[edit] Licensing

Permission is granted to copy, distribute and/or modify this document under the terms of the GNU Free Documentation License, Version 1.2 or any later version published by the Free Software Foundation; with no Invariant Sections, no Front-Cover Texts, and no Back-Cover Texts.

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