Copyright 2007 Vector Art House LLC.

ALL RIGHTS NOT EXPRESSLY GRANTED HEREIN ARE RESERVED.


VECTOR ART HOUSE LLC TERMS AND CONDITIONS

THIS IS A LEGAL AGREEMENT BETWEEN YOU (THE USER), AND VECTOR ART HOUSE LLC. "VAH" WHEN USED HEREIN SHALL MEAN VECTOR ART HOUSE LLC AND ITS MEMBERS. THIS AGREEMENT ("AGREEMENT") APPLIES, WITHOUT LIMITATION, TO THE VAH WEBSITE CURRENTLY LOCATED AT: www.vectorarthouse.com OR OTHER VERSIONS OF THE FOREGOING, FUTURE VAH WEBSITES AND/OR ANY CONTENT DELIVERED VIA ANY STORAGE MEDIA.

PLEASE READ THE FOLLOWING TERMS AND CONDITIONS. YOUR ACCEPTANCE OF THESE TERMS IS AN ABSOLUTE CONDITION TO YOUR ACCESS TO AND USE OF ANY CONTENT. DOWNLOADING AND/OR USING ANY CONTENT FROM VAH CONFIRMS YOUR ACCEPTANCE OF THESE TERMS AND FORMS A LEGAL CONTRACT BETWEEN YOU AND VAH. VAH reserves the right to change any of the terms of this Agreement at any time, and you agree to be bound by such changes. If you do not agree to the following terms, as may be amended, do not download or use any Content.

1. LICENSE

A. Definitions.

1) “Content” shall mean animations, clipart, composites, digital footage, digital video, film footage, fonts, graphics, illustrations, images, motion sequences, photographs or any other visual representation regardless of whether the Content is obtained via download from the VAH website, delivered via any storage media (CD, DVD, disk, etc.) that is now known or may become known in the future, or obtained from a VAH member acting as such, together with all accompanying metadata and other material.

2) “User” shall mean the individual or entity entering into this Agreement, as well as any agent of the individual or entity. All Users shall only use Content in accordance with the terms of this Agreement.

3) “You” shall mean a single: (i) individual, (ii) legal entity (corporation, partnership, LLC, sole proprietorship, etc.), or (iii) agent acting on behalf of a single individual or entity as a User.

B. Copyright.

All Content is copyrighted and protected under the various laws of the United States, international treaties and other applicable laws. The Content shall remain the sole and exclusive property of VAH. Use of the Content is licensed, not sold, pursuant to the terms of this Agreement. Use of the Content without agreeing to this Agreement, or a breach of these Agreement terms, is copyright infringement.

C. Grant.

VAH grants you a non-exclusive and non-transferable license to use the Content only as provided in this Agreement.

D. Permitted uses.

You may, subject to Section 1.E. below:

1) Back up and store purchased Content.

2) Use the Content in any electronic or print media, including advertising and editorial use, provided such use is not intended to allow the re-distribution or re-sell of the Content in its purchased format.

3) Use the Content on product packaging or in any items for personal use or resale, including book covers, calendars, consumer merchandise (T-shirts, posters, art, etc.), provided such use is not intended to allow the re-distribution or re-selling of the Content.

4) Modify or alter the Image(s) as necessary for your use, provided that if such modification or alteration constitutes a derivative work you do not acquire any copyright ownership or equivalent rights in or to any of the Content or any other property of VAH or its members.

5) Use the Content as décor in an office, lobby, public area, restaurant, or retail store.

6) Use the Content as design elements in video, film, or television broadcasts.

7) Use the Content in connection with your business or entity (e.g., corporate identity documents and letterhead), except as prohibited below in 1.E)..

8) Use the Content for any other uses approved in writing by VAH.

E. Prohibited uses.

You may NOT:

1) Sublicense, distribute, transfer or assign the Content or rights to the Content.

2) Remove any copyright, trademark or watermark from any place where it appears on the original Content.

3) Use the Content, or any part of the Content, as part of a trademark, service mark, or logo. VAH and its members retain the full rights to the Content; therefore, you cannot establish your own rights.

4) Use the Content to compete with VAH. VAH is in the business of licensing images to its customers. It is the specific intent of this provision to prohibit you from using the Content to enter, either directly or indirectly, a similar or competing business.

5) Use the Content in any way that could be considered defamatory, pornographic, libelous, immoral, obscene or fraudulent, or illegal, either by making physical changes to it, in the juxtaposition to accompanying text or images, or otherwise.

6) Use the Content beyond any limitations or restrictions noted on the VAH website or other VAH documentation available to the public.

F. Additional terms.

1) VAH reserves the right to:
a) Not permit use of any Content for any reason whatsoever, and
b) Notify you that certain Content is no longer available for use. Upon such notification, the license to use such Content shall automatically and immediately terminate.

2) All other rights not expressly granted to you are reserved solely for VAH.

3) VAH reserves the right to replace Content with alternative Content for any reason. The license for the replaced Content immediately, and automatically, replaces the license for the original Content.

2. PAYMENT TERMS

You agree to pay all Content license fees and no rights are granted under this Agreement until all payments are made in full.

A. Refund policy.

It is your responsibility to contact VAH immediately if you have technical issues (e.g., unable to download pre-paid Content, corrupted files) with any Content downloaded from this website. VAH will investigate your complaint and make commercially reasonable efforts to remedy the issue. If your complaint is considered valid and no reasonable remedy can be provided, VAH will refund your account within a reasonable time.

B. Payment due; inadequacy of funds.

You shall be liable for all past due amounts, interest, cancelled payments, and costs of collection, including attorneys’ fees. Cancelled payments or inadequacy of funds notices may be subject to a (US)$20.00 processing fee.

C. Claims.

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.

3. TERMINATION

A. Agreement effective until terminated.

1) This Agreement will terminate automatically, without notice from VAH, if you fail to comply with any provision of this Agreement.

2) You can terminate the license granted under this Agreement with respect to any Content by destroying the Content, along with any copies or archives, any CD-ROM or accompanying materials (if applicable), and ceasing all use of the Content for any purpose. Such termination may not effect payment obligations.

B. VAH may, in its sole discretion:

1) Monitor, as frequently as VAH determines, anything you download from our websites,

2) Limit downloads to a fixed amount of downloads per 24-hour period,

3) Track any abuse of your username and password,

4) Suspend or terminate your account if VAH believes there is a violation of this Agreement and/or any abuse of your username and password.

C. Termination of the license under this Agreement.

Upon termination of the license to use any Content granted under this Agreement, you agree to:

1) Destroy all copies and archives of the Image(s),

2) Cease using the Content for any purpose, and

3) Confirm to VAH in writing that you have complied with these requirements.


4. WARRANTY AND LIMITATION OF LIABILITY

A. VAH represents and warrants that:

1) It has the right to enter into this Agreement and to grant the rights hereunder;

2) Reasonable efforts are made to ensure that information provided on this website is accurate;

3) Content provided by VAH is of the highest quality VAH can provide; and

4) The Content as provided hereunder, and used as permitted herein, will not infringe any copyright, trademark, moral right, right of privacy or any other intellectual property right of any third party.

B. DISCLAIMER OF WARRANTY.

1) EXCEPT AS PROVIDED IN SECTION 4(A) ABOVE, THE CONTENT AND INFORMATION (IF APPLICABLE) ARE 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. VAH MAKES NO WARRANTIES FOR ANY CONTENT 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 CONTENT. VAH 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. VAH DOES NOT WARRANT THAT THE IMAGE(S), WEBSITES, 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 IMAGE(S) IS SOLELY WITH YOU. YOU UNDERSTAND THAT YOU SHOULD SEEK COMPETENT COUNSEL BEFORE USING CONTENT ON OR IN CONNECTION WITH ANY GOODS OR SERVICES OR FOR ANY OTHER COMMERCIAL PURPOSES. VAH SHALL NOT 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 YOUR USE OF THE CONTENT, VAH’S BREACH OF THIS AGREEMENT, OR OTHERWISE, EVEN IF VAH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS, OR LOSSES.

2) Due to the nature of the Internet, viruses and other “malware” are an unfortunate part of using it. VAH will make commercially reasonable efforts to ensure that our website remains free of such threats; however, it is still possible that our site might become infected. VAH shall not 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 your use of the VAH website or its content.

C. You represent, warrant, and covenant that:

1) You are at least eighteen (18) years of age and have the full right and authority to enter into this Agreement on behalf of you and/or your company, employer, or principal;

2) You do not reside in any country to which export of U.S. products are prohibited or restricted, and you may not ship, transfer, or export any of the Content into any country or use any of the Content in any manner prohibited by any laws, restrictions, or regulations;

3) You will not use the Content in any way that is not permitted by this Agreement;

4) Your use of the Content will not violate any applicable law or regulation of any country, state, or other governmental entity;

5) The information that you provide to VAH is accurate and true, including, without limitation, all credit card or other payment information;

6) You are solely responsible for determining whether your use of any Content requires the consent of any other party or the license of any additional rights. If you are unsure whether additional rights are needed for your use of the Content, you are responsible for consulting with competent legal counsel; and

7) If you are acting as an agent, you must inform your client/principal of the terms of this Agreement.


5. INDEMNIFICATION

A. You agree to indemnify and hold VAH and its members harmless from, and against, any and all claims, liabilities, costs, damages, or expenses (including attorneys’ fees) asserted against VAH arising out of your use of the Content or in connection with any breach of any of the terms of this Agreement.

B. Provided that the Content is used only in accordance with this Agreement and you are not otherwise in breach of this Agreement, VAH 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 VAH is in breach of its warranties set out in Section 4 above. The foregoing states VAH’s entire indemnification obligation under this Agreement, and your sole and exclusive remedy for any actual breach of VAH’s representations and warranties set forth herein. VAH shall have no obligation under this Section 5 unless you promptly provide VAH with written notice of such claim. VAH shall have no liability or duty to indemnify if the claims, liabilities, costs, damages, or expenses result from:

1) The modification or alteration of the Content by anyone other than VAH, or
2) The combination of the Content 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.

C. 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.

6. GENERAL

A. Enforceability.

If any provision of this Agreement is held to be not enforceable, such provision shall be reformed only to the extent to make it enforceable, consistent with the parties’ intent.

B. Taxes and other.

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 your use of the Content, pursuant to this Agreement.

C. Waiver.

No action of VAH, other than an express written, signed waiver may be construed as a waiver of any part of this Agreement, and no employee or member of VAH is authorized to make an oral waiver. In the event that VAH waives a specific part of the Agreement, it does not mean that VAH waives any other part.

8. JURISDICTION

This Agreement, its validity and effect, shall be solely interpreted, and governed by, the laws of the State of Wisconsin.

9. LEGAL FEES

You agree to reimburse VAH for its legal fees, costs and disbursements if VAH is successful in enforcing any of its rights under this Agreement including, without limitation, in connection with any action to collect payment.

10. ASSIGNABILITY

You may not assign or transfer to anyone else the rights granted to you in this Agreement, without our prior written consent. VAH may assign or transfer this Agreement freely to any VAH member or acquiring company.

11. ENTIRE CONTRACT

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND VAH, WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN YOU AND VAH RELATING TO THE SUBJECT OF THIS AGREEMENT,). OTHER EXPLANATIONS AND TEXT IN VAH’S WEBSITE ARE FOR YOUR INFORMATION ONLY AND ARE NOT, AND SHALL NOT BE CONSTRUED AS, PART OF THIS AGREEMENT UNLESS SPECIFIED OTHERWISE IN THIS AGREEMENT.