Royalty-Free End User Content License Agreement

This is a legal contract between you, and Brownstock Inc. By downloading Content from our website, you have agreed to be bound by the terms of this Agreement in respect of that Content. If you do not accept or agree with these terms do not download the Content.

This is a license, not a sale. Brownstock Inc. and/or our represented photographers continue to own the intellectual property rights of the Content. The Content is provided under the terms of the following license agreement ("Agreement") that states what you may and may not do with the Content and contains limitations on warranties and remedies.

Only you are permitted to use the Content. Any additional persons who wish to use the Content must download it from the Brownstock Inc. Within this Agreement, "Brownstock", "we", "our" and "us" refers to Brownstock Inc., and "you" and "your" refers to you, the customer or sponsor.

1. This Agreement governs your use of Brownstock Content (namely, the electronic photographic image that you are downloading from the Brownstock website at www.brownstock.com in conjunction with you entering into this Agreement with Brownstock Inc. ("Content").

2. We hereby grant to you a perpetual, non-exclusive, non-transferable license to use the Content on the terms and conditions contained in this Agreement. Unless the activity is expressly permitted, you cannot do it. All other rights to and in the Content and accompanying materials (if applicable), including, without limitation, all intellectual property rights relating thereto, are retained by Brownstock Inc. or the photographers, as the case may be.

PERMITTED USES:

3. You may:

(a) Install the Content in only one location; you may physically transfer the Content and its archives from one location to another, however it may only be used in one location at a time;

(b) Make one (1) copy of the Content solely for back-up purposes; you must reproduce all proprietary notices on this single back-up copy;

(i) Advertising and promotional projects, including printed materials, packaging, presentations, film and video presentations, commercials, books and book covers, greeting cards and postcards;

(ii) Online or electronic publications, including web pages.

(iii) Prints (i.e. a hardcopy) and reproductions for personal use (not for resale).

(d) Create Derivative Works (namely an original work within the meaning of the Copyright Act (Canada) which incorporates but is not substantially similar to the Content) by incorporating the Content into your own work.

(e) Use the Derivative Works in the same manner as permitted in section 3(c) above, and in items for resale including t-shirts, mugs, calendars and mouse pads; and

(f) Transfer files containing Content or Derivative Works to your clients, printers, or ISP for the purpose of reproduction, provided that such parties shall not have any further rights to use the Content.

PROHIBITED USES:

4. You may not do anything with the Content that is not expressly permitted. You may not provide a copy of the Content, or any portions thereof, to anyone or allow anyone to gain access to the Content, or any portion thereof, except as permitted above. For greater certainty, you may not:

(a) Use the Content in design template applications for resale, including, without limitation, website templates, flash templates, and brochure design templates;

(b) Display the Content on websites designed to induce sales of "print on demand" products, including postcards, mugs, t-shirts, posters and other items (this includes custom designed websites);

(d) Use the Content or any part thereof as part of a trade-mark, design-mark, trade name, business name, service mark, or logo;

(e) Incorporate the Content in any product that results in a re-distribution of the Content (such as electronic greeting card web sites);

(f) Use the Content in a fashion that is considered by Brownstock Inc. (acting reasonably) as pornographic, obscene, defamatory or libelous in nature;

(g) Use any image in the Content that depicts a person to endorse a business, product or service without the written permission of Brownstock Inc.;

(h) Use any image in the Content that depicts a person in a potentially sensitive subject matter, including, but not limited to mental and physical health issues, sexually sensitive issues, social issues, contraband or crime without the written permission of Brownstock Inc.

(i) To the extent that source code is contained within the Content or accompanying materials (if applicable) reverse engineer, decompile, or disassemble any part of such source code.

(j) Remove any notice of copyright, trademark or other proprietary right from any place where it appears on or in the Content or its accompanying materials, including any embedded file information and/or EXIF data.

(k) Sub-license, re-sell, rent, lend, give away or otherwise distribute the Content.

(l) Post a copy of the Content on a network server or web server for use by other users; or

(m) Transfer the rights to the Content or accompanying materials (if applicable), except as specifically provided for elsewhere in this Agreement.

TERM:

5. This Agreement is effective until it is terminated. You can terminate this Agreement by destroying the Content, and any Derivative Works related thereto, along with any copies or archives of it or accompanying materials (if applicable), and ceasing to use the Content, and any Derivative Works related thereto, for any purpose. The Agreement also terminates if at any time you fail to comply with the terms of this Agreement. Upon termination of this Agreement, you hereby agree to destroy all copies and archives of the Content, and any Derivative Works related thereto, to cease using the Content, and any Derivative Works related thereto, for any purpose, and to confirm to Brownstock Inc. in writing that you have complied with these requirements.

6. Termination of this Agreement does not relieve you of your responsibilities to pay any amounts due to Brownstock Inc. under this agreement or your obligations to not use the Content, or any Derivative Works related thereto, other than in the manner permitted under this Agreement.

LIMITED REPRESENTATIONS AND WARRANTIES:

7. The Brownstock Inc. website acts as an exchange of Content between those who provide Content to the website (our contributors and photographers) and those who wish to use such Content. Accordingly, Brownstock Inc. makes no representation or warranty that any Content provided is Royalty-Free.

8. Statements as to any rights and ownership of the Content are provided as a reference only and questions regarding the usability for any purpose or proposed use should be directed to the party who uploaded or otherwise provided the Content to our website.

9. The content and accompanying materials (if applicable) are 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. Brownstock Inc. does not represent or warrant that the content will meet your requirements or that its use will be uninterrupted or error free. The entire risk as to the quality and performance of the content is with you. Should the content prove defective, you (and not Brownstock Inc.) assume the entire cost of all necessary corrections.

10. Brownstock Inc. warrants that the product and/or downloaded file (final or comping file) to be free of technical defects in material and workmanship for 30 days from delivery.

LIMITATION OF REMEDIES & LIABILITY:

11. Brownstock Inc.'s entire liability and your exclusive remedy, with respect to any claims arising out of your use of the Content or accompanying material (if applicable), or out of your actions in downloading the Content, shall be as follows:

(a) You may, upon request to Brownstock Inc., be permitted to download the Content again, at a location we will provide for you.

(b) If you continue to be unable to download the Content, Brownstock Inc. will refund the fee actually paid by you in respect of the use of such Content, provided Brownstock Inc. determines in its sole and absolute discretion that you have been unable to download such Content successfully.

12. In no event shall Brownstock Inc. or any of its directors, officers, employees, shareholders, partners, or agents be liable for any incidental, indirect, punitive, exemplary, 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 out of this agreement, including without limitation your use of, reliance upon, access to, or exploitation of the content, or any part thereof, or any rights granted to you hereunder, even if we have been advised of the possibility of such damages, whether the action is based on contract, tort (including negligence), infringement of intellectual property rights or otherwise.

13. In any event, the total maximum aggregate liability under this agreement, the license provided hereunder, or the use or exploitation of any or all of the content in any manner whatsoever shall be limited to the fees actually paid by you to Brownstock Inc. under this agreement in respect of the use of the content.

INDEMNIFICATION:

14. You agree to indemnify and hold Brownstock Inc. harmless against all claims or liability asserted against Brownstock Inc. arising out of or in connection with any breach by you or anyone acting on your behalf of any of the terms of this Agreement.

GENERAL:

15. If any provision or part thereof of this Agreement is wholly or partially unenforceable the parties or, in the event the parties are unable to agree, a court of competent jurisdiction, shall put in place thereof an enforceable provision or provisions, or part thereof, that as nearly as possible reflects the terms of the unenforceable provision or part thereof.

16. You agree to pay and be 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 of your use of the Content, pursuant to this Agreement.

JURISDICTION & ARBITRATION:

17. This Agreement will be governed under the laws of the Province of Ontario and the federal laws of Canada applicable therein (without reference to conflicts of laws principles). The United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded, will not govern this Agreement. You consent to service of any required notice or process upon you by registered mail or overnight courier with proof of delivery notice, addressed to the address or contact information provided by you at the time the Content was downloaded, or such other address as you may advise us in writing to use, from time to time.

18. Any and all disputes arising out of, under or in connection with this Agreement, including without limitation, its validity, interpretation, performance and breach, shall be submitted to arbitration in Ottawa, Ontario, pursuant to the rules of the Arbitration Act (Ontario) in effect at the time arbitration is demanded.

19. If Brownstock Inc. is obligated to go to court, rather than arbitration, to enforce any of its rights, or to collect any fees, you agree to reimburse Brownstock Inc. for its legal fees, costs and disbursements if Brownstock Inc. is successful.

20. You acknowledge that you have read this agreement, understand it, and by downloading the content you 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 Brownstock Inc., which supersedes any proposal or prior agreement, oral or written, and any other communication between you and Brownstock Inc. relating to the subject of this agreement.

21. You acknowledge that by downloading the Content from the Brownstock website at www.brownstock.com you are agreeing to all of the terms and conditions of the above End User Agreement. If for any reason you do not accept or agree with these terms please do not download the Content.

BrownStock

Royalty-Free End User Content License Agreement

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