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LICENSE AGREEMENT
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This License Agreement ("Agreement") shall be governed by and construed in accordance with the laws of the State of Texas, USA and the other countries of the world. Further, this Agreement contain the entire understanding of the parties hereto relating to the use of this website (the "Site") and supercedes any prior written or oral agreement or understandings between the parties with respect to this Site, and cannot be changed or terminated orally. The invalidity or unenforceability of any provision of this Agreement will not affect the validity or enforceability of any other provision of this Agreement. 7icons, Inc. ("7icons") reserves the right to terminate this Agreement without notice if, in 7icons sole discretion, you fail to comply with any of the terms of this Agreement. Immediately upon termination, you expressly agree to destroy all Product obtained from this Site, copies, and related documentation thereof. In addition, 7icons reserves the right to terminate this Site without notice. By downloading or acquiring in any other manner any Product licensed by 7icons, You, the licensor, agree to the following: This Site is owned and operated by 7icons. Any Product downloaded by you from this Site, including, without limitation, any files, images, animations, text (collectively, "Product"), is licensed to you by 7icons. Downloading the Product does not transfer title to the Product, or any intellectual property rights therein, to you. You may not sub-license, redistribute or resell the Product. 7ICONS GRANTS YOU A ONE (1) USER SEAT LICENSE. ONLY ONE USER MAY USE THE PRODUCT AND YOU MAY NOT SHARE WITH OR TRANSFER THE PRODUCT TO ANYONE. 7icons grants you a single-user, limited, personal, non-exclusive, non-transferable license to use and modify works and images (the "Product") subject to the restrictions contained herein. You may use the Product in your personal, commercial, and client projects, including advertising, web designs, software applications, on-line or multimedia projects, presentations, film, video, and computer games. You may not place the Product on any electronic bulletin board, or on-line in a complete, archived, downloadable format. You may not use, or allow anyone else to use the Product to create pornographic, libelous, obscene, or defamatory material. You may no use any Product in any manner that suggests the endorsement or association of any other product or service or in connection with any pornographic or immoral materials. You may not rent, transfer, or grant any rights to the Product contained herein, or any compilation, derivative or collective work containing the Product to any other person or organization without prior written consent of 7icons. Using the Product in a way not covered by this Agreement or that is specifically prohibited, without prior written consent from 7icons is a violation of Federal copyright law. This license is in full force until it is terminated. If you do not comply with the terms and conditions above, the license automatically terminates. The Product is copyrighted by 7icons or its licensors and is protected by the United States Copyright laws, international treaty provisions and other applicable laws. No title or intellectual property rights in the Product are transferred to you. 7icons retains all rights not expressly granted by this license. PROHIBITED USES: YOU MAY NOT:
THE PRODUCT IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. 7ICONS MAKES NO WARRANTIES FOR ANY PRODUCT THAT HAVE BEEN MODIFIED OR ALTERED BY YOU AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY CLAIMS RELATING TO OR ARISING OUT OF YOUR MODIFICATION AND USE OF THE PRODUCT. 7ICONS GRANTS NO RIGHTS OR WARRANTIES WITH RESPECT TO THE USE OF NAMES, TRADEMARKS, LOGO TYPES, COPYRIGHTED DESIGNS OR WORKS OF ART OR ARCHITECTURE DEPICTED IN ANY IMAGE, AND THE USER MUST SATISFY ITSELF THAT ALL NECESSARY RIGHTS, CONSENTS, OR PERMISSIONS AS MAY BE REQUIRED ARE OBTAINED. 7ICONS DOES NOT WARRANT THAT THE CONTENT OR PRODUCT CONTAINED HEREIN WILL BE FREE FROM DEFECTS, ERRORS, OMISSIONS OR VIRUSES OR THAT 7ICONS WILL CORRECT ANY DEFECTS, ERRORS, OMISSIONS OR VIRUSES. YOU ASSUME THE COST OF ANY REPAIRS OR CORRECTIONS TO YOUR HARDWAR OR SOFTWARE. 7ICONS DOES NOT WARRANT THAT THE PRODUCT, IMAGE(S), WEB SITES OR OTHER MATERIALS, WILL MEET YOUR REQUIREMENTS OR THAT USE WILL BE UNINTERRUPTED OR ERROR FREE. THE ENTIRE RISK AS TO THE QUALITY, PERFORMANCE AND USE OF THE PRODUCT IS SOLELY WITH YOU. YOU UNDERSTAND THAT YOU SHOULD SEEK COMPETENT COUNSEL BEFORE USING PRODUCT ON OR IN CONNECTION WITH ANY GOODS OR SERVICES OR FOR ANY OTHER COMMERCIAL PURPOSES. IN NO EVENT WILL 7ICONS OR ANY OF ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, LICENSORS, OR REPRESENTATIVES BE LIABLE TO YOU OR TO ANY OTHER ENTITY FOR ANY GENERAL, PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES, OR LOST PROFITS OR ANY OTHER DAMAGES, COSTS OR LOSSES ARISING OUT OF: (1) YOUR USE OR INABILITY TO USE THE PRODUCT, OR (2) 7ICONS' BREACH OF THIS AGREEMENT OR OTHERWISE, EVEN IF 7ICONS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES. IN NO EVENT, SHALL 7ICONS' TOTAL AGGREGATE LIABILITY TO YOU, OR TO ANY THIRD PARTY CLAIMING THROUGH YOU, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE IMAGE(S) (WHETHER IN CONTRACT, TORT OR OTHERWISE) EXCEED TEN (10) TIMES THE MONETARY AMOUNT ACTUALLY RECEIVED BY 7ICONS FOR YOUR USE OF THE APPLICABLE IMAGE(S). YOU AGREE TO HOLD 7ICONS HARMLESS FOR ANY DAMAGES THAT MAY OCCUR DUE TO USE, OR INABILITY TO USE, THE PRODUCT FROM 7ICONS. PAYMENT TERMS You agree to pay all Product license fees and no rights are granted under this Agreement until all payments are made in full. A service charge of two percent (2%) per month, or the amount allowed by law, will be charged on any unpaid balance. Any claims for adjustments must be made to 7ICONS within five (5) days of download of the Product. You shall be liable for all past due amounts, interest and costs of collection, including attorneys' fees. You agree to pay and be solely 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 you use of the Product pursuant to this Agreement. REPLACEMENT OR REFUND 7icons' entire liability and your exclusive remedy, with respect to any claims arising out of this Agreement, shall be at 7icons' sole discretion, either: (i) replacement of Product(s); or (ii) refund of any fee paid for the specific Product(s). Any claims must be brought within twelve (12) months of the date that you discovered such claim, or reasonably should have discovered such claim, or shall be waived. INDEMNIFICATION You agree to indemnify and hold 7ICONS, its affiliates, parents, subsidiaries, employees, directors, officers, successors, assigns, distributors and anyone else associated with 7ICONS, harmless from, and against, any and all claims, liabilities, costs, damages, or expenses, (including attorneys' fees) asserted against 7ICONS arising out of your use of the Product or in connection with any breach of any of the terms of this Agreement. Provided that the Product(s) are used only in accordance with this Agreement and you are not otherwise in breach of this Agreement, 7ICONS shall defend, indemnify and hold you harmless from all damages (excluding punitive damages), liabilities and expenses (including reasonable attorney's fees and authorized costs), arising out of or in connection with any actual or threatened lawsuit, legal proceeding or claim alleging that 7ICONS is in breach of its warranties set out above. The foregoing states 7ICONS' entire indemnification obligation under this Agreement and your sole and exclusive remedy for any actual breach of 7ICONS' representations and warranties set forth herein. 7ICONS shall have no obligation under this paragraph unless you promptly provide 7ICONS with written notice of such claim. 7ICONS shall have no liability or duty to indemnify if the claims, liabilities, costs, damages, or expenses result from: (i) the modification or alteration of the Product by anyone other than 7ICONS or (ii) the combination of the Product with any other text or graphic material, whether in printed or electronic format, to the extent that such any claims would not have arisen had such modification or combination not been made. At the indemnifying party's option, the indemnifying party may assume the handling, settlement or defense of any claim or litigation and the indemnified party shall reasonably cooperate in the defense thereof. The indemnified party shall have the right to participate in the litigation, at its own expense, through counsel selected by the indemnified party. The indemnifying party will not be liable for legal fees or other costs incurred prior to the indemnified party giving notice of the claim for which indemnity is sought. ALL RIGHTS NOT EXPRESSLY GRANTED HEREIN ARE RESERVED. |
