In this Agreement the following definitions apply:
By downloading any Licensed Content Licensee agrees to the all the terms and conditions of this Agreement. Any individual and/or agent downloading any Licensed Content on behalf of an Entity represents and warrants that he/she/it (as applicable) has the full authority and power to bind such Entity to the terms and conditions of this Agreement. If such Entity subsequently disputes such power or authority, such individual and/or agent, as applicable, shall be liable for any failure of such Entity to comply with the terms and conditions of this Agreement. The foregoing does not in any way limit, diminish, or excuse the liability of such Entity hereunder.
Upon Licensee’s acceptance of this Agreement and B-Rollstock’s receipt of the applicable fees, B-Rollstock grants Licensee a limited, non-exclusive, non-sublicensable, non-transferable (except as otherwise expressly provided in this Agreement), revocable (in accordance with this Agreement) license to use the Licensed Content solely for the Permitted Uses (hereafter defined).
Subject to any and all other prohibitions or restrictions in this Agreement, the permitted uses of the Licensed Content are as follows (subject to any such prohibitions or restrictions, the “Permitted Uses”):
Notwithstanding anything herein to the contrary, Licensee may not use the Licensed Content in products for resale, license or other distribution, unless:
If there is any question whether a work is a Permitted Derivative Work or whether the use of the Licensed Content is a Permitted Use, please email email@example.com. Any use of the Licensed Content that is not expressly permitted by this Agreement constitutes copyright infringement and is a breach of this Agreement, entitling B-Rollstock to exercise all rights and remedies available to it under copyright laws around the world (in addition to any other rights and remedies it may have).
Licensee may not do anything with the Licensed Content that (i) is not expressly permitted in the preceding section (without the express prior written agreement of B-Rollstock and the payment of additional fees) or (ii) in any manner that violates applicable law. By way of example and not limitation, the following are strictly prohibited and are deemed "Prohibited Uses":
If Licensee uses the Licensed Content on any social media platform or other third party website (in each case only as permitted by this Agreement), (i) the rights to such use shall automatically be revoked in the event that the third party website seeks to exploit purported rights to the Licensed Content contrary to the terms of this Agreement, and (ii) in such event, upon B-Rollstock’s request, Licensee shall immediately remove any Licensed Content from such platform or website.
Notwithstanding anything herein to the contrary, Editorial Licensed Content may not be used for any commercial, promotional, endorsement, advertising or merchandising use. For clarification, use of Licensed Content in an “editorial” manner means use relating to events that are newsworthy or of public interest and expressly excludes any sections or supplements in relation to which Licensee receives a fee from a third party advertiser or sponsor. Editorial Licensed Content may be edited for technical quality, provided that the editorial integrity of the Licensed Content is not compromised, but shall not, under any circumstances, otherwise be altered.
No ownership or copyright in any Licensed Content shall pass to Licensee by the issuance of any license contained in this Agreement. Except as expressly stated in this Agreement, B-Rollstock grants Licensee no right or license, express or implied, to the Licensed Content.
This Agreement shall be effective for the full term of copyright with respect to the applicable Licensed Content. Notwithstanding anything in this Agreement to the contrary, B-Rollstock may terminate this Agreement immediately upon notice to Licensee for any breach of this Agreement. Upon termination, Licensee shall immediately destroy or delete the Licensed Content and any Permitted Derivative Works, along with any copies or archives of it or accompanying materials (if applicable), and cease using the Licensed Content for any purpose.
Upon notice from B-Rollstock that any Licensed Content may be subject to a claim of infringement of another’s right, B-Rollstock may require Licensee to immediately (and ensure any of its clients do the same) and at Licensee’s own expense: (i) stop using the Licensed Content (including without limitation in any Permitted Derivative Works); and (ii) delete or remove the Licensed Content from its premises, computer systems and storage (electronic or physical). B-Rollstock shall provide Licensee with comparable Licensed Content (as determined in B-Rollstock’s sole discretion). Such comparable Licensed Content shall be subject to the terms and conditions of this Agreement.
Additionally, other than with respect to a claim of infringement as set forth above, B-Rollstock may, upon notice to Licensee (“Notice”), for any reason replace the Licensed Content with comparable Licensed Content (as determined in B-Rollstock’s sole discretion). Such comparable Licensed Content shall be subject to the terms and conditions of this Agreement. In the event of such replacement, the license for the replaced Licensed Content shall immediately terminate for any products and/or uses that do not already exist as of the date of such Notice, and Licensee shall take all reasonable steps to discontinue the use of such replaced Licensed Content in products that already exist.
B-Rollstock’s business is to operate as an exchange of content between producers of content and those who wish to use such content. B-Rollstock makes no warranties regarding the use of names, people, trademarks, trade dress, patented or copyrighted designs or works of art or architecture and/or any other forms of intellectual property contained in any content, including without limitation the Licensed Content, provided via the website operated by B-Rollstock (the “Site”). B-Rollstock does not warrant the accuracy of any information supplied by the producers of any content on the Site.
THE LICENSED CONTENT AND THE SITE IS PROVIDED "AS IS" WITHOUT REPRESENTATION, 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. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, B-ROLLSTOCK DOES NOT REPRESENT OR WARRANT THAT THE LICENSED CONTENT AND/OR THE SITE WILL MEET LICENSEE’S REQUIREMENTS OR THAT IT WILL BE ERROR FREE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE LICENSED CONTENT IS BORNE BY LICENSEE, AND LICENSEE ASSUMES THE ENTIRE RISK AND COST OF ALL CORRECTIONS IN CONNECTION THEREWITH.
Certain jurisdictions do not allow the exclusion of implied warranties, so portions of the above exclusion may not apply.
B-Rollstock’s entire liability and Licensee’s exclusive remedy with respect to any claims arising out of or in connection with Licensee’s use of the Licensed Content (including without limitation with respect to the downloading of the Licensed Content) is as follows:
1. Upon B-Rollstock’s written approval, Licensee may download the Licensed Content again.
2. If Licensee is repeatedly unable to download the Licensed Content (as confirmed by B-Rollstock), B-Rollstock may refund the fee actually paid by Licensee for such Licensed Content.
3. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, B-ROLLSTOCK’S AND/OR THE RELEASED PARTIES’ MAXIMUM AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT AND/OR IN RESPECT OF THE USE OR EXPLOITATION OF ANY OR ALL OF THE SITE AND/OR THE LICENSED CONTENT IN ANY MANNER SHALL NOT EXCEED FIVE HUNDRED UNITED STATES DOLLARS (US$500.00). IN NO EVENT SHALL B-ROLLSTOCK AND/OR ANY OF THE RELEASED PARTIES BE LIABLE FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, AND/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 IN CONNECTION WITH THIS AGREEMENT, INCLUDING WITHOUT LIMITATION THE USE OF, RELIANCE UPON, ACCESS TO, OR EXPLOITATION OF THE SITE OR THE LICENSED CONTENT OR ANY PART THEREOF, EVEN IF ANY SUCH PARTIES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Licensee agrees to indemnify, defend and hold B-Rollstock and/or each of the Released Parties and/or the producer(s) of the Licensed Content (collectively and individually, the “Indemnified Parties”) harmless from and against any and all claims, liability, losses, costs and expenses (including reasonable attorneys’ fees and legal costs) incurred by any of the Indemnified Parties as a result of (i) any use by Licensee of any of the Licensed Content outside the scope of this Agreement, (ii) any actual or alleged breach by Licensee of this Agreement; and/or (iii) any claim threatened or asserted against any of the Indemnified Parties arising out of or connection with Licensee’s infringement of any copyright, trade secret, trademark, right of privacy, right of publicity and/or other intellectual or other property right of any third party. B-Rollstock reserves the right, at Licensee’s expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by Licensee, and Licensee agrees to cooperate with B-Rollstock’s defense of such claim.
This Agreement and the relationship between Licensee and B-Rollstock shall be governed by the laws of the State of Florida without regard to any provision of its laws which would require the application of the laws of a different jurisdiction. For any dispute arising under this Agreement, Licensee agrees to submit to the personal and exclusive jurisdiction of the federal and state courts located in Orange County, Florida. Licensee waives any right to trial by jury. Licensee further agrees to accept service of process by mail, and hereby waives any and all jurisdictional and venue defenses otherwise available. Licensee agrees that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred. Notwithstanding anything herein to the contrary, any and all disputes arising out of, under or in connection with this Agreement shall, at the option of B-Rollstock, be submitted to confidential arbitration by a single arbitrator selected using the rules and procedures for arbitrator selection under the Commercial Rules of the American Arbitration Association (“AAA”). The arbitration shall be conducted in Orange County, Florida using governing commercial arbitration rules of the AAA. The arbitrator’s award shall be in writing, based upon governing law, state the reasons therefore, and be issued within ten (10) days of the conclusion of the arbitration hearing. Judgment upon any award by the arbitrator may be entered by any state or federal court of Orange County, Florida. If B-Rollstock is obligated to go to court or arbitration to enforce any of its rights, or to collect any fees, Licensee shall reimburse B-Rollstock for its legal fees, expenses and costs if B-Rollstock is successful.
All notices provided hereunder with respect to Licensee shall be sent to the address first provided by Licensee on the Site (provided that Licensee may update its address by sending an email to firstname.lastname@example.org). B-Rollstock’s failure to insist upon or enforce strict performance of any provision of this Agreement shall not constitute a waiver. This Agreement constitutes the complete and exclusive understanding and agreement of the parties with respect to its subject matter and supersedes all prior understandings and agreements, whether written or oral, with respect to its subject matter.Any waiver, modification or amendment of any provision of this Agreement will be effective only if in writing and signed by duly authorized representatives of the parties. This Agreement is not assignable by Licensee without B-Rollstock’s prior written consent. B-Rollstock may assign this Agreement to any other party. If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement will remain in full force and effect, and the provision affected will be construed so as to be enforceable to the maximum extent permissible by law. The headings in this Agreement are for the convenience of reference only and have no legal effect. Any legal or equitable principles that might require or permit the construction of this Agreement or any provision hereof against the party drafting this Agreement shall not apply in any construction or interpretation of this Agreement. Any ambiguities shall be reasonably construed as to its fair meaning and not strictly for or against one party regardless of who authored the ambiguous language. All license fees are exclusive of any applicable sales, use, withholding, or other transactional taxes, which are the sole responsibility of Licensee.
LICENSEE ACKNOWLEDGES THAT LICENSEE HAS READ THIS AGREEMENT AND HAS HAD THE OPPORTUNITY TO SEEK INDEPENDENT LEGAL ADVICE PRIOR TO AGREEING TO IT. Please contact B-rollstock.com at email@example.com or via the phone number on the Site’s Contact Page with any questions regarding this Agreement.
B-Rollstock, LLC. 2016. All rights reserved.