Actual Objects License

License in full:

This license agree­ment (the “Actual Objects License”) along with the Web­site Terms and Con­di­tions shall gov­ern your use of the art­works, graph­ics, images, art­work, illus­tra­tions, cap­tions, themes, descrip­tions and any other con­tent made avail­able by Actual Objects LLC, its par­ents, affil­i­ates, sub­sidiaries, agents and assigns (“Actual Objects”) through its web­site or oth­er­wise (“Objects”).

If you do not agree with any of the applic­a­ble terms, you are not per­mit­ted to down­load or use any objects.

1. Par­ties:

This Agree­ment is bind­ing between Actual Objects and You. “You” shall mean (a) the indi­vid­ual listed as the recip­i­ent of any Objects (“Recip­i­ent”); or (b) if Recip­i­ent is enter­ing into this Agree­ment for the ben­e­fit of or as an agent on behalf of Recipient’s employer (“Employer”) or a third party (“Prin­ci­pal”), then such Employer or Prin­ci­pal. If Recip­i­ent is enter­ing into this Agree­ment and the licenses granted here­un­der for the ben­e­fit of, and/​or as an agent on behalf of Employer and/​or Prin­ci­pal, then Recip­i­ent (x) rep­re­sents and war­rants that such Prin­ci­pal or Employer has autho­rized Recip­i­ent to enter into this Agree­ment, that the license granted here­un­der is on that Principal’s or Employer’s behalf, that such Prin­ci­pal or Employer has agreed to be bound hereby and that Recip­i­ent has actual and express author­ity to act on behalf of and bind such Prin­ci­pal or Employer to the terms hereof; (y) the Objects are solely for the ben­e­fit of the Employer or Prin­ci­pal, and that Recip­i­ent will not use the Objects for the ben­e­fit of any other per­son or entity with­out enter­ing into a sep­a­rate license with Actual Objects, and (z) Recip­i­ent will com­ply with all of the terms hereof and shall be jointly and sev­er­ally liable for any breach of the terms of this Agree­ment by such Prin­ci­pal or Employer.

2. License:

(a) All Objects on the Actual Objects web­site are the orig­i­nal or licensed works of Actual Objects, pro­tected under United States and inter­na­tional Copy­right laws. When you pur­chase and down­load an Object, Actual Objects grants You a lim­ited, nonex­clu­sive, royalty-​​free, non-​​assignable world­wide right and license to use such Object in the fol­low­ing man­ner, sub­ject to your com­pli­ance with the terms of this Actual Objects License:

1. For your own per­sonal and com­mer­cial projects on a con­tin­u­ous and ongo­ing basis;
2. For incor­po­ra­tion into com­po­si­tions, com­pi­la­tions, illus­tra­tions, sto­ry­boards, broad­casts, web­site designs, games and other appli­ca­tions for your pri­vate use or pub­lic dis­tri­b­u­tion across any and all media and net­works; and
3. Mod­i­fied in any man­ner in your sole dis­cre­tion to fit the needs of your spe­cific use.

(b) The license granted in Sec­tion 2(a) above is sub­ject to your pre­pay­ment and use in accor­dance with the lim­i­ta­tions set forth herein. Your use of any Object with­out first pay­ing the applic­a­ble license fee will con­sti­tute will­ful infringe­ment of Actual Objects’ copy­right in such Object. Actual Objects reserves all rights not specif­i­cally granted in this Agreement.

(c) This license grant shall cover the Objects described in each online pur­chase order com­pleted by you and sub­mit­ted through the Actual Objects web­site (“Pur­chase Orders”). Sub­ject to the lim­i­ta­tion set forth herein, and exclud­ing the pre­view rights granted in Sec­tion 2(f) below, Actual Objects grants You a lim­ited license to use Objects solely for the per­sonal or com­mer­cial project described more fully therein (the “End Use”).

(d) Notwith­stand­ing any­thing herein to the con­trary, You shall not be per­mit­ted to:

1. Sub­li­cense, sell, rent, loan, lease, give, sub­li­cense, re-​​license, trade, exchange, down­load or oth­er­wise trans­fer your rights in or to any Objects to any third party, or grant any other per­son the right to use any Object except inso­far as an Object has been incor­po­rated by you into the per­mit­ted End Use;
2. Remove any copy­right, trade­mark or water­mark from any place where it appears in or on the Object;
3. Use any Object, or any part of any Object, as part of a trade­mark, ser­vice mark, or logo, or apply for any intel­lec­tual prop­erty rights incor­po­rat­ing any Object or any por­tion thereof;
4. Chal­lenge or attempt to inval­i­date any of Actual Objects’ intel­lec­tual prop­erty rights in any Objects;
5. Place any Object on any com­puter or other stor­age device that is acces­si­ble by more than one user at a time via a net­work con­nec­tion, wire­less inter­face, or oth­er­wise where the pur­pose is the exchange of copy­righted material;
6. Use any Object in any busi­ness, either directly or indi­rectly, that sells or licenses images or graph­ics to third par­ties or that incor­po­rates images or graph­ics in any down­load­able prod­uct intended for mul­ti­ple dis­tri­b­u­tion includ­ing, with­out lim­i­ta­tion, in web site tem­plates, soft­ware prod­ucts, online greet­ing cards, etc. 
7. Use any Object in any unso­licited mass e-​​mail mes­sages or use any Object in asso­ci­a­tion with any virus, tro­jan horse or mali­cious soft­ware program.
8. Use any Object in any mate­r­ial, pro­gram or appli­ca­tion that could be con­sid­ered defam­a­tory, obscene, porno­graphic, libelous, mali­cious, immoral, fraud­u­lent, or ille­gal, whether directly or jux­ta­posed to or accom­pa­ny­ing other text, graph­ics or images, or oth­er­wise, in the sole dis­cre­tion of Actual Objects. 
9. Copy or pub­lish any Object to a com­puter or mobile net­work or bul­letin board, or oth­er­wise dis­trib­ute or allow any Object to be dis­trib­uted to or used by any­one other than You for per­mit­ted uses as set forth herein.
10. Ship, trans­fer or export any Object into any juris­dic­tion or use any Object in any man­ner pro­hib­ited by any laws, restric­tions or regulations.

Actual Objects reserves the right to reject any Pur­chase Order or End Use and revoke or with­hold any license in its sole dis­cre­tion. Please con­tact Actual Objects at support@​actualobjects.​com if you have ques­tions con­cern­ing your pro­posed End Use.

(e) Unless oth­er­wise stated in the applic­a­ble Pur­chase Order, the term of any license granted here­un­der shall con­tinue for the dura­tion of your End Use, or until ter­mi­nated by Actual Objects at any time, in its sole dis­cre­tion (the “Term”).

(f) Sub­ject to the terms and con­di­tions of this Agree­ment and regard­less of the form in or media on which the Object is deliv­ered to You (includ­ing, but not lim­ited to elec­tronic or dig­i­tal trans­mis­sion), Actual Objects grants You a lim­ited, non-​​exclusive, world­wide right to cre­ate and exploit the End Use for any pur­pose autho­rized under this Agreement.

(g) The rights granted here­un­der include the right to make the Objects avail­able to your employ­ees and con­trac­tors for the sole pur­pose of for­mat­ting and manip­u­lat­ing Objects to cre­ate the End Use, pro­vided that (i) each such employee or con­trac­tor has agreed to com­ply with the terms hereof, and (ii) that You remain jointly and sev­er­ally liable for any breach of the terms of this Agree­ment by such employee(s) and/​or contractor(s). Notwith­stand­ing the fore­go­ing, You acknowl­edge and agree that You are not per­mit­ted to grant any third party the right to use any Object(s), and that the End Use must be solely for Your own use.

(h) Sub­ject to the terms and con­di­tions of this Agree­ment, Actual Objects grants You the right to view Objects on the actu​alob​jects​.com web­site solely for Your inter­nal eval­u­a­tion to deter­mine whether such Objects are appro­pri­ate for Your intended use (“Pre­views”). You may not use Pre­views in any man­ner except for inter­nal eval­u­a­tion. You may not copy, dis­trib­ute, pub­lish, dis­play or oth­er­wise use in any way the Pre­views with­out first obtain­ing an appro­pri­ate Actual Object License or the writ­ten con­sent of Actual Objects.

3. Own­er­ship and Intel­lec­tual Property:

Actual Objects and its con­tent providers retain all right, title, and inter­est in and to all of the copy­rights, patent rights, trade­marks, trade secrets, and all other pro­pri­etary rights in the Objects. No rights in any Objects are granted except the lim­ited licenses spec­i­fied in this Agree­ment. Any right, title or inter­est aris­ing in any com­pi­la­tion or deriv­a­tive work cre­ated using any Objects shall not enti­tle You to use any Objects except as per­mit­ted here­un­der. You do not acquire any copy­right own­er­ship or equiv­a­lent rights in or to any Objects or any other prop­erty owned or licensed to Actual Objects as a result of any license Actual Objects grants to You. You hereby allow Actual Objects to use with­out charge Your End Use for Actual Objects’s mar­ket­ing and pro­mo­tional purposes.

4. Dis­claimer of Warranties:

Actual Objects pro­vides You with its Objects on an “as is” basis with­out war­ranty of any kind, express or implied, includ­ing, with­out lim­i­ta­tion, any implied war­ranties of mer­chantabil­ity or fit­ness for a par­tic­u­lar pur­pose. Actual Objects shall not be liable for any claims related to or aris­ing from Your use of any Objects which: (a) have been mate­ri­ally mod­i­fied by You, (b) have been com­bined by You with other prod­ucts, text, con­tent or mate­ri­als, or (c) Actual Objects has oth­er­wise noti­fied You not to use, prior to your use thereof (pro­vided Actual Objects has pro­vided You a refund or rea­son­able sub­sti­tute, in its sole discretion).

5. Lim­i­ta­tion of Liability:

Except for lia­bil­ity which can­not by law be excluded or lim­ited, nei­ther Actual Objects nor any Actual Objects offi­cer, direc­tor, employee, con­trac­tor, con­tent provider, licen­sor or licensee shall be liable to you or any third party for indi­rect, inci­den­tal, spe­cial, puni­tive, statu­tory or con­se­quen­tial dam­ages aris­ing out of, or relat­ing to this agree­ment and your use or inabil­ity to use the con­tent. Actual Objects’ total aggre­gate lia­bil­ity to you or any third party aris­ing from this agree­ment, its ter­mi­na­tion or expi­ra­tion, and your use of any Objects pro­vided here­un­der, shall not exceed the mon­e­tary amount actu­ally received by Actual Objects for the use of the applic­a­ble Object. The fore­go­ing lim­i­ta­tions are applic­a­ble notwith­stand­ing any fail­ure of essen­tial purpose.

6. Indem­ni­fi­ca­tion:

You agree to indem­nify and hold harm­less Actual Objects and its offi­cers, direc­tors, employ­ees, con­trac­tors, sub­sidiaries, joint ven­tures, licen­sors and licensees against any and all claims (includ­ing, with­out lim­i­ta­tion, claims by third par­ties), lia­bil­ity, dam­ages (includ­ing puni­tive dam­ages), judg­ments, set­tle­ments, costs and expenses, includ­ing with­out lim­i­ta­tion rea­son­able legal fees and expenses, aris­ing out of or related to (i) Your breach of any terms, con­di­tions or restric­tions set forth in this Agree­ment; (ii) Your use or mod­i­fi­ca­tion of any Objects, or com­bi­na­tion of any Objects, with any text, images, graph­ics or other con­tent, (iii) Your fail­ure to obtain all per­mis­sions nec­es­sary to use the Objects, (iv) Objects which Actual Objects has oth­er­wise noti­fied You not to license or oth­er­wise use prior to your Use thereof; and (v) any act or fail­ure to act by You or any of Your employ­ees, con­trac­tors, agents, clients, Employ­ers or Principals.

7. Releases and Clearances:

Objects may con­tain restric­tions listed on the applic­a­ble Pur­chase Order or in a sep­a­rate rider, includ­ing, with­out lim­i­ta­tion, restric­tions as to time, man­ner, indus­try and ter­ri­tory of use. No employee or rep­re­sen­ta­tive of Actual Objects may make, and You shall not rely upon, any rep­re­sen­ta­tions or war­ranties other than those stated herein and on any Pur­chase Order.

8. Unau­tho­rized Uses:

Unau­tho­rized use of Objects con­sti­tutes infringe­ment of copy­right and other applic­a­ble rights and shall enti­tle Actual Objects to exer­cise all rights and reme­dies under applic­a­ble copy­right and other laws, includ­ing mon­e­tary dam­ages against all users and ben­e­fi­cia­ries of the use of such Objects. Actual Objects in its sole dis­cre­tion reserves the right to bill You (and You hereby agree to pay) ten (10) times the license fee for any unau­tho­rized use, in addi­tion to any other fees, dam­ages and penal­ties Actual Objects may be enti­tled to under this Agree­ment and applic­a­ble law.

9. Payment/​Reporting:

Except as oth­er­wise pro­vided herein, You agree to and are required to pay Actual Objects for all Objects that You obtain under the terms of this Agree­ment, regard­less of whether You use it. A charge of one and one-​​half per­cent per month or the great­est amount allowed under applic­a­ble law may be added to any unpaid bal­ance after thirty days, and You agree to reim­burse Actual Objects for its rea­son­able costs of col­lec­tion of unpaid amounts, includ­ing with­out lim­i­ta­tion attor­neys’ fees and costs of pro­ceed­ings. You are respon­si­ble for the pay­ment of all applic­a­ble sales and use taxes.

10. Cancellation/​Termination:

Actual Objects reserves the right to ter­mi­nate this Agree­ment and Your license to use any Object by writ­ten notice in the event You fail to com­ply with any pro­vi­sion of this Agree­ment. Upon Ter­mi­na­tion or expi­ra­tion here­un­der, (a) You shall be solely respon­si­ble for pay­ment of any and all ser­vice charges and pro­duc­tion, pro­cess­ing, han­dling and ship­ping fees, (b) You shall have no fur­ther rights in or license to the Objects, (c) You agree to cease use of the Objects, and (d) You shall promptly delete or destroy any dig­i­tal copies thereof, except that You may retain one copy of the per­mit­ted End Use incor­po­rat­ing the Object solely for archival purposes.

11. Pro­tec­tion of Objects:

You shall use Your best efforts to pro­tect the Objects to ensure that they can­not be copied, down­loaded or transmitted.

12. Mis­cel­la­neous:

Except as oth­er­wise set forth herein, you may not use the trade­marks or ser­vice marks of Actual Objects with­out its prior writ­ten con­sent. Any dis­pute regard­ing this Agree­ment shall be gov­erned by the laws of the State of New York, and the par­ties agree to accept the exclu­sive juris­dic­tion of the state and fed­eral courts located in New York, New York, regard­less of con­flicts of laws. This Agree­ment shall not be gov­erned by the United Nations Con­ven­tion on Con­tracts for the Inter­na­tional Sale of Goods, the appli­ca­tion of which is expressly dis­claimed. In any dis­pute between Actual Objects and You for breach of this Agree­ment where Actual Objects pre­vails, it shall be enti­tled to recover its rea­son­able attor­neys’ fees other legal expenses. This Agree­ment and the applic­a­ble Pur­chase Order(s) con­sti­tute the entire agree­ment between the par­ties with respect to the sub­ject mat­ter hereof and merge and super­sede any and all prior and con­tem­po­ra­ne­ous writ­ten and oral com­mu­ni­ca­tions. This Agree­ment may not be mod­i­fied except by a writ­ten agree­ment signed by duly autho­rized rep­re­sen­ta­tives of Actual Objects, pro­vided that no pur­chase order or sim­i­lar doc­u­ment issued by You shall mod­ify this Agree­ment even if acknowl­edged and agreed to by Actual Objects. If any pro­vi­sion of this Agree­ment is found invalid or unen­force­able, the remain­der of this Agree­ment shall remain valid and enforce­able accord­ing to its terms. Accord­ingly, the par­ties agree that if any pro­vi­sions are deemed not enforce­able, they shall be deemed mod­i­fied to the extent nec­es­sary to make them enforce­able and in such man­ner as comes clos­est to the inten­tions of the par­ties to this Agree­ment as is pos­si­ble. This Agree­ment will inure to the ben­e­fit of and be bind­ing upon the par­ties, their suc­ces­sors and assigns, except that You may not assign or trans­fer this Agree­ment with­out Actual Objects’ prior writ­ten consent.

13. Non-​​Disclosure:

Dur­ing this Agree­ment, Actual Objects may pro­vide You with cer­tain pric­ing, tech­ni­cal, mar­ket­ing and other con­fi­den­tial infor­ma­tion. You acknowl­edge that such con­fi­den­tial infor­ma­tion encom­passes valu­able trade secrets and is pro­pri­etary to Actual Objects. You agree that You will main­tain the con­fi­den­tial­ity of any “Con­fi­den­tial Infor­ma­tion” that Actual Objects may pro­vide to You, and You shall not use or dis­close the same with­out the prior writ­ten con­sent of Actual Objects. “Con­fi­den­tial Infor­ma­tion” includes any infor­ma­tion that is either des­ig­nated as con­fi­den­tial by Actual Objects or that, under the cir­cum­stances sur­round­ing the dis­clo­sure, ought in good faith to be treated as con­fi­den­tial by You. Dur­ing the term of this Agree­ment and with­out lim­i­ta­tion of time there­after, You will not, with­out Actual Objects’ prior express writ­ten con­sent, make any state­ments about Actual Objects, its busi­ness, ser­vices, share­hold­ers, direc­tors, employ­ees, con­trac­tors, licen­sors, con­tent providers, agents or rep­re­sen­ta­tives, which may dis­par­age any of their rep­u­ta­tion or adversely affect Actual Objects’ business.