Ambient Creations Digital Image License Agreement

Comping License

When you download a Low-Resolution Digital Comping Image from Ambient Creations, you are automatically agreeing to the following industry standard Comping License, as well as our Terms and Conditions of Use.

This is a legal agreement between you (hereafter "Licensee") and Ambient Creations (hereafter "Licensor"). Read this agreement in its entirety before you download any image and/or software. By downloading any image and/or software from our website, or any Ambient Creations provided email or disc, you agree to be bound by the terms of this Agreement, and by our Terms and Conditions of Use. Your acceptance of these terms, conditions, and provisions are an absolute condition of your use of our images. If you do not agree, do not download, purchase or use any image published by Licensor. These images are Copyright protected.

If you are entering into this agreement of 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.

Grant of License

Licensor grants to you, the Licensee, and your employer if you are licensing on behalf of your employer, a nonexclusive, nonsublicensable, nontransferrable right to use any of Licensor(s)' Low-Resolution Comping Images, and any derivates and copies thereof (collectively, the "Comping Image(s)") on your personal computer.

Acceptable Use

The free, Comping Image(s) may be used in materials for personal, non-commercial use and test or sample use, including comps, layouts, proofing presentations, placement purposes, and mock-ups for internal use or to show clients. One copy of the Low-Resolution Comping Image and/or Software may be made for backup purposes only, but may be used only if the original Low-Resolution Comping Image becomes defective, or is destroyed or otherwise irretrievably lost.

Usage Limitations

The Low-Resolution Comping Image, or any portion thereof, may not be used in any final materials distributed inside of your company or any materials distributed outside of your company, or to the public, including, but not limited to, advertising and marketing materials or any on-line, broadcast or other electronic distribution system, (except that you may transmit comps digitally or electronically to your clients for their review), communication, web pages, marketing or promotional materials, multimedia projects, video, graphic design projects, and general creative works that you design for yourself or your clients, other than for comping, rough layouts or mock-ups, and may not be distributed, sublicensed or made available for use or distribution separately or individually, and no rights may be granted to the Comping Image or any portion thereof.

You may not reverse engineer, decompile, or disassemble the Comping Image or any part of it, or any software or cd-rom obtained from Ambient Creations. You may not alter the Comping Image in any way, which would remove, delete or obscure the Ambient Creations copyright logo. You may not use any part of the image, which does not contain the Ambient Creations copyright logo.

The Comping Image, Software, or disc may not be shared by creating a disc library, Digital Media storage facility, network configuration or similar arrangement, and you may not create a network of servers, either with or without a central location, which enables others to share the Comping Image, Software or discs. The Comping Imagery is not licensed for use on a corporate intranet or Internet and may be used on only one computer at a time. You may not utilize the Comping Image, Software or disc in any manner that is not expressly permitted in this license agreement. All rights not specifically granted above are retained by Licensor(s). Except as specifically provided in this license agreement, no Ambient Creations Digital Media, Software or disc may be shared or copied.

No warranties whatsoever apply to the Comping Images. All Comping Images are free, and are available on an "as is" basis, without warranties of any kind, either express or implied, including but not limited to warranties of title or implied warranties of merchantability or fitness for a particular purpose.

The provisions of the Unauthorized Use, Limitation of Liability, Intellectual Property Rights, Indemnification, and General sections of the Digital Image Product License outlined below, also apply to the Comping License.

Digital Image Product License

When you download any Digital Image Product from Ambient Creations, it will be accompanied by, and subject to the following industry standard license, as well as our Terms and Conditions of Use.

This is a legal agreement between you (hereafter "Licensee") and Ambient Creations (hereafter "Licensor"). Read this agreement in its entirety before you download any image and/or software. By downloading any image and/or software from our website or any Ambient Creations provided disc, you agree to be bound by the terms of this Agreement, and by our Terms and Conditions of Use. Your acceptance of these terms, conditions, and provisions are an absolute condition of your use of our images. If you do not agree, do not download, purchase or use any image or digital content published by Licensor. These images are Copyright protected.

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.

Grant of License

Licensor grants to you, the Licensee, and your employer if you are licensing on behalf of your employer, a nonexclusive, nonsublicensable, nontransferable right to use any Digital Image Product or software obtained from Licensor(s) via internet download or provided by licensor on a disc, and any derivatives and copies thereof (collectively, the "Digital Media") to use the licensed Digital Image Products subject to the Acceptable Use, Usage Limitations, and Unauthorized Usage as described hereunder. No rights are granted until payment is received in full. Ambient Creations requests the phrase Photo: ambientcreations.com or Photo: Ambient Creations appear adjacent to the image or on a credit page.

Acceptable Use

The Digital Image Product may be used on a worldwide and perpetual basis as a part of:

· Advertising and promotional materials
· Product catalogs
· Direct mail pieces
· Corporate logos
· Newsletters
· Editorial Layouts
· Trade Show Materials
· Corporate Brochures
· Multi-Media Presentations
· Web Page Design to a maximum of 640X480 pixels (72 dpi)
· Text Books
· Teaching Materials
· Permanent Packaging
· Broadcasts or theatrical exhibitions
· TV or Cable Broadcasts
· Materials for personal, non-commercial use and test or sample use, including comps, layouts, proofing presentations, placement purposes, and mock-ups for internal use or to show clients.

One copy of the Digital Media and/or Software may be made for backup purposes only, but may be used only if the original Digital Media or Software becomes defective through no fault of your own, or is destroyed or otherwise irretrievably lost.

The Digital Media, Software or disc may be shared by creating a disc library, Digital Media storage facility, network configuration or similar arrangement as long as no more than 10 specific individuals (including you) employed by the same entity have access to the Digital Image Product, Software or disc. (Please note that this is not a simultaneous-user license. More than 10 specific people may not access the Digital Media, Software, or disc, even if only 10 people are accessing such Digital Media, Software, or disc at any particular time.) If you would like to share the Digital Media with more than 10 people, please contact our office.

Limited Use

Usage for the following items permited in runs less than 100,000 items. For runs greater than 100,000 please contact us for a specific liscense for your intended use.

Any printed or imprinted product for resale, such as;

· Calendars for resale
· Posters for resale
· Postcards for resale
· Clothing items for resale
· Multimedia games/educational software for resale
· Cd and album covers for resale
· Stationary for resale
· Greeting Cards for resale

You may not utilize the Digital Media, Software or disc in any manner that is not expressly permitted in this license agreement.

Except as specifically provided in this agreement: 1) No Digital Media, Software or disc may be shared or copied; and 2) you may not create a network of servers, either with or without a central location, which enables others to share the Digital Media, Software or discs. All rights not specifically granted above are retained by Licensor(s).

Use of the Digital Media, or any part thereof, as a trademark or service mark is not permitted. Ambient Creations retains full rights to the Digital Media, therefore you cannot establish your own rights over a licensed Digital Image Product, or any part of it.

You may not use the image in any way that could be considered defamatory, libelous, pornographic, obscene, immoral, or fraudulent, or criminal, or use the image in any way that is otherwise unlawful.

No Digital Media may be sublicensed, resold, distributed, or otherwise made available for use or distribution separately or detached from a product or web page. For example, you may use our licensed Digital Media as a part of a web page design, but you may not make it available for downloading separately or in a format designed for permanent storage or re-use by website users. Licensee may not use the Digital Media to enter into, either directly or indirectly, a competing business.

You may not reverse engineer, decompile, or disassemble any part of the Digital Media, software or cd-rom.

Unauthorized Use

Without limiting Ambient Creations rights or remedies with respect to our Digital Media, unauthorized use of a licensed Digital Image Product or a Comping Image may constitute copyright infringement, entitling Ambient Creations to exercise all rights and remedies under United States or other copyright laws, including but not limited to, an injunction preventing further use, and any and all monetary damages and other relief as deemed appropriate by a court of competent jurisdiction.

Limited Warranty

Ambient Creations warrants that for a period of ninety (90) days from the date of download or delivery to you, as evidenced by your receipt, the Digital Image Product, under normal use, will be free from defects in materials and workmanship. Ambient Creations' entire liability and your exclusive remedy, under this warranty, will be at Ambient Creations' option, to replace the Digital Image Product or cd-rom, or to refund the purchase price and terminate this Agreement.

Disclaimer

Neither Ambient Creations, nor its officers, employees, agents, representatives or suppliers, represent or warrant the reliability, timeliness or completeness of the Digital Media or that the same is non-infringing of copyright or other rights, or that its use will be uninterrupted or error free, will meet licensee's requirements, or will operate with the combination of hardware and software selected by licensee. Any use of the Digital Media shall be at licensee's sole risk. The licensee assumes all costs for any necessary servicing, repair or correction. The Digital Media are provided on an "as is" basis without warranties of any kind, either empress or implied, including but not limited to warranties of title or implied warranties of merchantability or fitness for a particular purpose, with the sole exception of the Limited Warranty described in the paragraph above.

Limitation of Liability

Under no circumstances whatsoever will Ambient Creations be liable to you for any damages, including lost profits, lost savings, or other incidental, special or consequential damages arising out of, or relating to any Digital Image Product or Comping Image, the use or inability to use either of these Digital Media, whether based in warranty, tort, contract, failure of essential purpose, or otherwise, whether or not Ambient Creations has been advised of the possibility of such damages, or for any claim by any other party. In no event shall Ambient Creations' liability hereunder exceed the license fees paid by the Licensee hereunder.

Intellectual Property Rights

Ambient Creations retains all right, title and interest, including copyrights and other intellectual property rights, in and to all Digital Media on this website, including free Comping Images, thumbnail images, Digital Image Products, and software.

Indemnification

Licensee agrees to defend, indemnify and hold harmless Ambient Creations and its officers, employees, agents, representatives, or suppliers, from and against all claims and expenses (including reasonable attorney's fees and expenses) arising out of any unauthorized use by you of any Digital Image Product, Comping Image, Software, CD, or other Ambient Creations provided Digital Media, or any third party to whom Licensee has provided copies of, or access to, any Ambient Creations Digital Media, or any breach by Licensee of the terms of this Agreement.

General

If any part of this Agreement is found void and unenforceable, it will not affect the validity of the balance of the Agreement, which shall remain valid and enforceable according to its terms.

This Agreement will automatically terminate upon failure by the Licensee to comply with any of its terms. If this happens, you hereby agree to destroy all copies and archives of the Digital Image Product, Comping Image, software, cd, or other Ambient Creations provided Digital Media, to cease using the images for any purpose, and to confirm to Ambient Creations in writing that you have complied with these requirements.

This Agreement will be governed by the Laws of the State of California, without regard to its conflict of laws rules. In any dispute arising out of this Agreement, Licensee consents to the exclusive jurisdiction of the Sate of California and venue in the state and Federal courts within San Diego County. Notwithstanding the foregoing, Ambient Creations reserves the right to commence and prosecute any legal or equitable action or proceeding before any court of competent jurisdiction to obtain injunctive relief in the event that, in the opinion of Licensor, such action is necessary or desirable.

Licensee agrees that neither the Digital Image Product nor the Comping Image, nor any Digital Media provided by Ambient Creations will be shipped, transferred or exported into any country or used in any manner prohibited by the United States Export Administration Act or any other export laws, restrictions, or regulations. The United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded, will not govern this Agreement. The Digital Media, when provided to or for, or used on behalf of, the United States of America, its agencies and/or instrumentalities (the "U.S. Government") are provided with "Restricted Rights". Use, duplication and disclosure by the U.S. Government is subject to restrictions as set forth under the United States copyright laws and this agreement, and as otherwise provided for by law, as applicable.

Licensee may not assign or transfer this Agreement or any rights granted hereunder without the prior written consent of Ambient Creations. This Agreement shall be binding on and inure to the benefit of the parties hereto, their successors and permitted assigns.

Ambient Creations reserves the right to discontinue the license of the Digital Media for any reason, and to elect to replace the Image(s) with an alternative. Upon notice of any discontinuance of a License, you and your employer, and your client, if applicable, agree not to further use the discontinued Digital Media.

Licensee represents to Ambient Creations that Licensee has the full right and authority to enter into this Agreement. This Agreement, and the Terms and Conditions of Use on this web site, constitute the complete and exclusive Agreement between Ambient Creations and Licensee with respect to the subject matter hereof and supercedes all prior discussions, understandings and agreements with respect to the subject matter hereof.

Please contact us if you have any questions.