Photobooth Supply Co. Digital Assets License Agreement

 

1. Introduction

 

This is a license agreement (hereinafter “Agreement”) between you (hereinafter “you,” "Licensee") and Photobooth Supply Co. (hereinafter “we,” “us,” “our,” “Licensor,” “PBSCO”) that explains how you can use images, videos, interface files, templates, contracts, sound clips, gifs, or other media (individually and collectively, “Assets”) that you license from PBSCO. For purposes of this Agreement, “use” means to copy, reproduce, modify, edit, synchronize, perform, display, broadcast, publish, or otherwise make use of.

 

By purchasing and downloading Assets from PBSCO, you accept the terms of this Agreement.

 

If you don’t agree with anything we propose in the Agreement, please don’t (and you don’t have our permission to) use any of the Market services. If presented with the option to “agree” or “disagree” to the terms, click “disagree.”

 

2. Grant of License

 

1. Licensor hereby grants to Licensee in accordance with the terms and conditions of this Agreement, a non-exclusive, non-transferable license to use the Assets in the course of your business in accordance with the terms of this Agreement;

 

1. Licensee shall not rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available the Assets to any Person, including on or in connection with the Internet or any time-sharing, service bureau, software as a service, cloud or other technology or service;

 

1. Licensee shall not remove, delete, efface, alter, obscure, translate, combine, supplement or otherwise change any trademarks, or Intellectual Property Rights, proprietary rights or other symbols, notices, marks or serial numbers on or relating to any copy of the Assets, other than when using the Assets in accordance with Licensee’s business;

 

1. Licensee hereby acknowledges that this is a single-user Agreement that allows Licensee to install and activate the Assets for Licensee’s exclusive use for one computer or one business network;

 

1. Licensee hereby acknowledges that this product is a digital download and that no physical product will be shipped to Licensee;

 

 

1. Licensee hereby acknowledges that Licensee has checked its order for this product for errors and understands all sales are final and no refunds or exchanges will be provided; and

 

1. Licensee hereby acknowledges that by purchasing and downloading the Assets, Licensee agrees to be bound by the terms and conditions of this Agreement.

 

3. Ownership of Assets

 

Licensee acknowledges that Licensor is the sole and exclusive owner of the Assets, of all associated federal registrations, and of pending registrations, and that Licensee shall do nothing inconsistent with such ownership.

 

Licensee further agrees that it will not claim ownership rights to the Assets, or any derivative, compilation, sequel or series, or related Assets owned by or used by Licensor. Licensee agrees that nothing in this Agreement shall give Licensee any right, title, or interest in the Assets other than the right to use the same in accordance with this Agreement.

 

 

4. Term and Termination

 

1. This Agreement shall commence as of the license purchase date and continue in full force and effect for a period of one year.

 

1. Upon expiration of the term, your subscription is set to AUTOMATICALLY RENEW for additional one-year periods, unless either party provides written notice of non-renewal to the other party.

 

1. In the event that Licensee sells all of its assets to a third party, or otherwise ceases to exist in its current form, Licensor, at its discretion, may immediately terminate this Agreement.

 

1. Upon termination or expiration of the license granted under this Agreement by operation of law or otherwise, all rights (including the right to use the Assets), privileges, and obligations arising from this Agreement shall cease to exist.

 

 

5.  Assignment

 

This Agreement (including, without limitation, the license granted hereunder) is personal to Licensee and shall not be assigned or transferred by Licensee. Any attempt on the part of Licensee to assign, sub-license, or transfer Licensee’s rights under this Agreement shall be invalid and void. Licensor shall have the right to assign its rights and obligations under this Agreement and all its right, title and interest in the Assets without the consent of Licensee.

 

 

6. Independent Business Relationship

 

Licensor and Licensee are independent contractors and are not and shall not be construed as joint ventures, partners, employer/employee, or agents of the other, and neither shall have the power to bind or obligate the other, except as set forth in this Agreement.

 

 

7. Miscellaneous

 

This Agreement constitutes the entire agreement and understanding of the parties with respect to the subject matter hereof, superseding any and all prior agreements, understandings, negotiations, and discussions. No amendment, alteration, modification, or waiver of this Agreement shall be binding unless evidenced by an instrument in writing signed by the party against whom enforcement thereof is sought.

 

 

8. Indemnity

You agree to defend, indemnify, and hold harmless PBSCO and its parent, subsidiaries, affiliates, and content suppliers, and each of their respective officers, directors and employees from all damages, liabilities, and expenses (including reasonable outside legal fees) arising out of or in connection with:

1. Your use of any Assets outside the scope of this agreement;
2. Any breach or alleged breach by you (or anyone acting on your behalf) of any of the terms of this or any other Agreement with PBSCO; and
3. Your failure to obtain any required release for your use of Assets.

 

10. Governing Law, Arbitration, Class Actions, and Severability

 

A. Governing Law

 

In the event it becomes necessary for either party to file a suit to enforce this Agreement or any provisions contained herein, Licensee agrees to the personal jurisdiction of California, and this Agreement shall be governed by and construed in accordance with the internal laws of the State of California.

B. Arbitration

 

Any dispute, claim, or controversy arising out of or relating to this Agreement or the use of the Market will be settled exclusively by binding arbitration. This means that you agree to give up your right to go to court to sue us (or be sued by us) under this Agreement. Our disputes will be determined by a neutral arbitrator and not a judge or jury and you cannot start or join a class action lawsuit.

 

C. No Class Actions

 

You and PBSCO agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action.

 

Class action lawsuits, class-wide arbitrations, private attorney-general actions, and any other proceeding where someone acts in a representative capacity are not allowed. Combining individual proceedings without the consent of all parties is also not allowed.

D. Severability

 

If one or more of the provisions in this Agreement is found to be invalid, illegal, or unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions should not be affected. Such provisions should be revised only to the extent necessary to make them enforceable.

 

11. Limitation of Liability

To the maximum extent permitted by law, all warranties and conditions implied by law are hereby expressly excluded. In no case will PBSCO be liable for any consequential loss or damage suffered by you arising from this Agreement.

 

In no event will PBSCO be liable to you under any theory of liability for any indirect, incidental, special, consequential, or punitive damages of any kind (including, without limitation, any such damages arising from breach of contract or warranty, or from negligence or strict liability), including, without limitation, loss of profits, revenue or from any defect.

 

We accept no liability for any failure to comply with this Agreement where such failure is due to circumstances beyond our reasonable control.

 

 

12. Disclaimer and No Warranties

 

PBSCO’S PRODUCTS AND SERVICES, INCLUDING THE PBSCO MARKET, ARE PROVIDED "AS IS" AND "AS AVAILABLE." PBSCO MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO ITS PRODUCTS OR ANY PRODUCT OR ASSETS OFFERED FOR LICENSING THROUGH THE MARKET OR ANY PART THEREOF, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THOSE ARISING FROM COURSE OF PERFORMANCE, DEALING, USAGE OR TRADE. PBSCO DOES NOT WARRANT THAT ITS PRODUCTS OR SERVICES INCLUDING ANY ASSETS OFFERED FOR LICENSE THROUGH THE MARKET WILL BE FREE OF THIRD PARTY CLAIMS OF OWNERSHIP, DEFECTS, INACCURACIES, OR ERRORS

 

ANY TECHNICAL ISSUES IN DOWNLOADING OR OBTAINING LICENSED CONTENT, PLEASE CONTACT SUPPORT@PHOTOBOOOTHSUPPLYCO.COM