Content Licensing Agreement for LEDSignStudio.com

Key Points in Plain English

You agree to all current Terms of Use, the Membership Agreement and this Agreement when you access and use this site.

You agree to register under your legal name and follow all site rules and procedures. You certify that you are of legal age to form a contract.

LED Sign Studio grants to you personally a perpetual, non-exclusive, non-transferable worldwide license to use site Content for public display on one electronic message center (one message center per license).

You agree that you may not share, re-sell, or sub-license the Content downloaded from this site, or re-publish the Content in any other medium.

You agree to respect all copyrights and intellectual property rights for all materials on the site. You will not infringe on anybody's copyrighted works in any way.

You agree to apply common sense and decency when posting any Content from the site and to fairly depict models featured in the Content in a non-offensive manner.

You agree that access and use of this site is solely at your own risk – there are no warranties whatsoever other than the warranty that Content downloaded from the site will not violate another person's rights.

You agree to be 100% financially responsible for any damages resulting from your breach of this Agreement or violation of any other party's copyright or other intellectual property, including payment of attorney's fees and court costs. You agree to fully indemnify LED Sign Studio for any damages resulting from your breach of agreement(s) or misconduct.

LED Sign Studio reserves the right to revoke or amend this license and provide replacement Content for any reason, including but not limited to third-party copyright claims.
This Agreement is personal to you and may not be transferred or assigned.

Detailed Agreement

This Agreement governs the terms by which members and clients of LED Sign Studio obtain the license to use media content consisting of stock photographs, illustrations, animations, video footage, or other media content provided by members of the LEDSignStudio.com community through the website located at www.LEDSignStudio.com (the "Site"). This Content License Agreement is in addition to the Terms of Use and Membership Agreement applicable to the Site, which are incorporated by reference and made part of this Agreement.

The Site is operated by LED Sign Studio, Inc. ("LED Sign Studio").Your access to and use of the Site is subject to the terms and conditions of this Agreement, the Membership Agreement and the Terms of Use, and all applicable laws. By accessing and browsing our Site, you accept, without limitation or qualification, these terms and conditions. If you do not agree to them, please DO NOT USE THIS SITE. Your continued use of our Site evidences your agreement to be bound by each of the Terms of Use, the Membership Agreement, this Content License Agreement, our Privacy Policy, all applicable and all applicable Extended Licenses, and Intellectual Property Transfer Agreements. Your continued use of our Site further constitutes a legally binding contract between you and LED Sign Studio. In the event of any inconsistency between this Agreement and the Membership Agreement and/or the Terms of Use, the terms of this Agreement shall govern.

LED Sign Studio reserves the right to update and revise this Content License Agreement and related documents without notice at any time, therefore you should periodically review this Content License Agreement, the Terms of Use and Membership Agreement, and related documents posted on our Site. Continued use or accessing of our Site after any modifications to this Content License Agreement or related documents shall constitute your acceptance of these changes.

In this Agreement: (i) "you" or the "Client" means you or, if you are accepting on behalf of your employer or other member account entity, then "you" means that employer or entity and affiliates; (ii) "LED Sign Studio" or "we" means LED Sign Studio, Inc., operator of the Site; (iii) "Content" means any photographic image, illustration, animation, Flash file, film or video footage, visual representation generated optically, electronically, digitally or by any other means or in any media or other material that you are downloading from the Site, together with any accompanying material; and, (iv) "Enhanced Content" shall mean stock Content (as defined above) that has been modified, customized, or otherwise altered by LED Sign Studios for your specific use of that Content upon your request and direction.

By selecting or typing "I Agree" or otherwise signifying your acceptance at the end of this Agreement, you accept this Agreement either for yourself or on behalf of your employer or the entity that is identified as the member account holder, and agree to be bound by its provisions. If you are accepting on behalf of your employer or the entity that is the member account holder, you represent and warrant that you have full legal authority to bind your employer or other such entity. If you do not have such authority or you do not accept or agree with these terms, do not accept the Agreement and do not download the Content.

License Terms

LED Sign Studio hereby grants to you a perpetual, non-exclusive, non-transferable worldwide license to use the Content for the Permitted Uses (as defined below). Unless the activity or use is a Permitted Use, you cannot do it. All other rights in and to the Content, including, without limitation, all copyright and other intellectual property rights relating to the Content, are retained by LED Sign Studio or the supplier of the Content, as the case may be.

Permitted License Uses

You may only use the Content or Enhanced Content for those advertising, promotional and other specified purposes which are Permitted Uses (as defined below) for public display on one electronic message center per Content or Enhanced Content license purchased using the Site's credit system as posted on the Site. For clarity, you may not use the Content or Enhanced Content in products for resale, re-license or other distribution, or use or display the Content or Enhanced Content in any media other than your electronic message center . For example, you cannot superficially modify the Content, print it on a t-shirt, mug, poster, template or other item, and sell it to others for consumption, reproduction or re-sale, or allow the reproduction, display or re-sell the Content or Enhanced Content for use on a third-party electronic message center. These uses will not be permitted. Any use of the Content that is not a Permitted Use shall constitute infringement of copyright.

1) Seat Restrictions

This license is personal to you, the Content Licensee, and only you are permitted to use the Content or Enhanced Content purchased for use from the Site. You may install and use the Content in only one location at a time per license purchased, although subject to the Prohibited Uses and the other terms of this Agreement, you are entitled to utilize the Permitted Uses an unlimited number of times. You may physically transfer the Content or Enhanced Content and its archives from one location to another, in which case you may use the Content or Enhanced Content at the new location instead. If you require the Content or Enhanced Content to be in more than one location or accessible by more than one person, you must download the Content from the Site for each such use or obtain an Extended License for a multi-seat license for the Content. You may make one (1) copy of the Content solely for back-up purposes, and you must reproduce all proprietary notices on this single back-up copy.

2) Permitted Uses

Subject to the restrictions described under Prohibited Uses below, "Permitted Uses" of Content or Enhanced Content shall consist of electronic message center display of the Content or Enhanced Content for purposes of advertising and promotion, public service announcements, entertainment, editorial commentary, or other electronic message center applications that are not inconsistent with this Agreement and the agreements incorporated by reference herein. If there is any doubt that a proposed use is a Permitted Use, you should contact LED Sign Studio's Client Relations for guidance.

License Prohibitions

You may not do anything with the Content or Enhanced Content that is not expressly permitted in the preceding section or permitted by an Extended License. Specific prohibitions include, but are not limited to:

1) Use of the Content in any design template applications, whether intended for re-sale or your own use;

2) Modifying, altering or otherwise creating derivative works of any Content or Enhanced Content, in any medium except for the purpose of displaying on your electronic message center;

3) Display the Content or Enhanced Content on any websites or in any other media;

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

5) Use the Content in a manner that is considered by LED Sign Studio (acting reasonably) as or under applicable law is considered pornographic, obscene, immoral, infringing, defamatory or libelous in nature, or that would be reasonably likely to bring any person or property reflected in the Content or Enhanced Content into disrepute;

6) Use or display any Content that features a model or person in a manner (a) that would lead a reasonable person to think that such person uses or personally endorses any business, product, service, cause, association or other endeavor; or (b) that depicts such person in a potentially sensitive subject matter, including, but not limited to mental and physical health issues, social issues, sexual or implied sexual activity or preferences, substance abuse, crime, physical or mental abuse or ailments, or any other subject matter that would be reasonably likely to be offensive or unflattering to any person reflected in the Content, unless the Content itself clearly and undisputedly reflects the model or person in such potentially sensitive subject matter in which case the Content may be used or displayed in a manner that portrays the model or person in the same context and to the same degree depicted in the Content itself;

7) To the extent that source code is contained within the Content or Enhanced Content , reverse engineer, decompile, or disassemble any part of such source code;

8) Remove any notice of copyright, trade-mark or other proprietary right from any place where it is on or embedded in the Content;

9) Sub-license, re-sell, rent, lend, assign, gift or otherwise transfer or distribute the Content or the rights granted under this Agreement;

10) Install and use the Content in more than one location at a time or post a copy of the Content on a network server or web server for use by other users;

11) Use or display the Content in an electronic format that enables it to be downloaded or distributed via mobile devices or shared in any peer-to-peer or similar file sharing arrangement;

Term and Termination of Agreement

This Agreement is effective until it is terminated. You can terminate this Agreement by deleting the Content, along with any copies or archives of it or accompanying materials (if applicable), and ceasing to use the Content for any purpose. The Agreement also terminates without notice from LED Sign Studio if at any time you fail to comply with any of its terms.

Upon termination, you must immediately (i) cease using the Content or Enhanced Content for any purpose; (ii) destroy or delete all copies and archives of the Content or accompanying materials; and (iii) if requested, confirm to LED Sign Studio in writing that you have complied with these requirements.

LED Sign Studio reserves the right to elect at a later date to revoke or amend the license granted by this Agreement and replace the Content or Enhanced Content with an alternative for any reason. Upon notice, sent to the e-mail address or contact information provided by you for your member account, the license for the replaced Content immediately terminates and this license automatically applies to the replacement Content or Enhanced Content. You agree not to use the replaced Content or Enhanced Content for future display and to take all reasonable steps to discontinue use of the replaced Content.

Upon notice from LED Sign Studio, or upon your knowledge that any Content or Enhanced Content is subject to a threatened, potential or actual claim of infringement of another's right for which LED Sign Studio may be liable, you must immediately and at your own expense stop using the Content or Enhanced Content and delete or remove the Content or Enhanced Content from your electronic message center(s), computer systems and storage devices. LED Sign Studio shall provide you with replacement Content or Enhanced Content (which shall be determined by LED Sign Studio in its reasonable commercial judgment) free of charge, but subject to the other terms and conditions of this Agreement.

LED Sign Studio Representations and Warranties

LED Sign Studio warrants that (i) your use of the Content or Enhanced Content in accordance with this Agreement and in the form delivered by LED Sign Studio will not infringe on any copyright, trademark or other intellectual property right and will not violate any right of privacy or right of publicity, or moral right; and (ii) all necessary model and/or property releases for use of the Content in the manner authorized under this Agreement have been obtained.

While LED Sign Studio has made reasonable efforts to correctly categorize, keyword, caption and title the Content, LED Sign Studio does not warrant the accuracy of such information. Additionally, LED Sign Studio does not warrant the accuracy of any metadata that may be provided with the Content.

Limitation of Liability

YOU ASSUME ALL RESPONSIBILITY AND RISK FOR USE OF THIS WEB SITE AND THE MATERIALS INCLUDING WITHOUT LIMITATION ANY OF THE INFORMATION CONTAINED THEREIN. THIS WEB SITE PROVIDES THE INFORMATION, SERVICES AND PRODUCTS ON THIS WEBSITE "AS IS" WITHOUT WARRANTIES OF ANY KIND, OTHER THAN AS EXPRESSED IN THE PRECEDING SECTION CAPTIONED "LED Sign Studio Representations and Warranties".

ALL EXPRESS WARRANTIES AND ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY DISCLAIMED TO THE FULL EXTENT PERMITTED BY LAW. LED SIGN STUDIO 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 LED SIGN STUDIO) ASSUME THE ENTIRE RISK AND COST OF ALL NECESSARY CORRECTIONS.

LED SIGN STUDIO DOES NOT WARRANT THAT THE USE OR PERFORMANCE OF THIS WEBSITE WILL BE TIMELY, UNINTERRUPTED OR FREE OF ERROR, OR THAT THIS WEBSITE OR ITS SERVER WILL BE FREE OF VIRUSES OR OTHER HARMFUL, DISRUPTIVE OR DESTRUCTIVE FILES OR PROGRAMS THAT MAY BE INADVERTANTLY DOWNLOADED FROM THIS WEB SITE. YOU ALSO AGREE THAT LED SIGN STUDIO SHALL NOT BE RESPONSIBLE FOR ANY CONTENT FOUND ON THE WEB SITE'S FORUMS AND THAT YOUR USE OF THIS WEB SITE FORUMS AND ANY DOWNLOADING OF MATERIALS FOUND ON OR THROUGHOUT THIS WEB SITE IS DONE AT YOUR OWN RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER OR DATA THAT RESULTS.

IN NO EVENT SHALL LED SIGN STUDIO, ITS OFFICERS, DIRECTORS, SHAREHOLDERS, PARTNERS, AGENTS AND EMPLOYEES BE LIABLE FOR ANY LOSS OR INJURY, DIRECT OR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES, OR ANY DAMAGES WHATSOEVER 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 ENHANCED CONTENT, OR ANY PART THEREOF, OR ANY RIGHTS GRANTED TO YOU HEREUNDER, EVEN IF LED SIGN STUDIO HAS 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. IN THE EVENT THAT APPLICABLE LAW PREVENTS THE EXCLUSION OF LIABILITY FOR CERTAIN WARRANTIES, SUCH EXCLUSION DOES NOT APPLY TO YOU TO THE EXTENT LIMITED BY LAW.

NOTWITHSTANDING ANY OTHER TERM HEREIN, LED SIGN STUDIO SHALL NOT BE LIABLE FOR ANY DAMAGES, COSTS OR LOSSES ARISING AS A RESULT OF MODIFCATIONS MADE TO THE CONTENT OR EHANCED CONTENT BY YOU OR THE CONTEXT IN WHICH THE CONTENT OR ENHANCED CONTENT IS USED BY YOU.

Copyright and Trademarks

The Materials, Content and Enhanced Content embodied in the Site are the intellectual property of LED Sign Studio and its Licensors and may be protected by the copyright and/or trademark laws of the United States and/or similar laws of other jurisdictions. Without limitation, LED Sign Studio owns a copyright in the Materials including, without limitation, the selection, coordination, arrangement and enhancement thereof, as well as in the content original to LED Sign Studio. "LED Sign Studio", the "LED Sign Studio logo", as well as other marks that may appear on the Site ("Marks"), are the service and trademarks of LED Sign Studio. All other trademarks, service marks and logos used on this Site, with or without attribution, are the trademarks, service marks or logos of their respective owners. Without LED Sign Studio's written permission, you agree not to display or use, in any manner, the Marks. In addition, elements of the Site are protected by trade dress and other federal and state intellectual property laws and may not be copied, reproduced, downloaded or distributed in any way, in whole or in part, without the written permission of LED Sign Studio.

INDEMNITY

You agree to indemnify and hold LED Sign Studio and its subsidiaries, affiliates, officers, agents, employees, partners and licensors harmless from any claim, demand or liabilities, including reasonable attorneys' fees and costs incurred by any LED Sign Studio party, as a result of or in connection with any breach or alleged breach by you or anyone acting on your behalf of any of the terms of this Agreement.

MISCELLANEOUS

Entire Agreement.

You specifically agree and acknowledge that you have, in addition to the terms of this Agreement, reviewed the terms of the Membership Agreement and the Terms of Use and any other agreements which may be incorporated by reference therein, and to the extent of their incorporation in this Agreement you agree to be bound by them. If this Agreement is inconsistent with any terms of the agreements incorporated by reference herein, this Agreement will always control.

Choice of Law and Forum.

This Agreement and the relationship between you and LED Sign Studio shall be governed by and construed in accordance with the laws of the State of California without regard to its conflict of law provisions. You and LED Sign Studio agree to submit to the personal and exclusive jurisdiction of the courts located within the county of Los Angeles, California.

Waiver and Severability of Terms.

The failure of LED Sign Studio to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of this Agreement remain in full force and effect. A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this TOU to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form .

Assignment and Transfer

This Agreement is personal to you and is binding upon your heirs, executors and legal representatives, as the case may be, and is not assignable by you without LED Sign Studio's prior written consent. LED Sign Studio may assign this Agreement without your consent to any other party so long as such party agrees to be bound by its terms.

Statute of Limitations.

You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Site or this TOU must be filed within one (1) year after such claim or cause of action arose or be forever barred. This applies to you and your successors.

Age and Responsibility

You represent and warrant that you are of sufficient legal age to use the Site and to create binding legal obligations for any liability you may incur as a result of the use of the Site or the Content or Enhanced Content downloaded from the Site. You agree to be responsible for all of your use of the Site, its Content or Enhanced Content, as well as for use of your Member Name and password(s) by others, including without limitation, minors living with you.

Section Headings

The section titles in this Agreement are for convenience only and have no legal or contractual effect.

Refund and Cancellation Policy

We will honor your requests for refunds on product purchases up to 3 days after purchase. Shipping & Handling charges, when applicable, are not refundable.

Contact

If you have concerns relating to the Site or this Content License Agreement, please contact LED Sign Studio at customer_service@ledsignstudio.com or via phone at (888) 267-1087

Acknowledgement

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS CONTENT LICENSE AGREEMENT, THE TERMS OF USE, THE MEMBERSHIP AGREEMENT AND RELATED DOCUMENTS INCORPORATED HEREIN, THAT YOU UNDERSTAND THESE DOCUMENTS, AND AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS. YOU FURTHER AGREE THAT THIS CONTENT LICENSE AGREEMENT, THE TERMS OF USE, THE MEMBERSHIP AGREEMENT AND RELATED DOCUMENTS INCORPORATED HEREIN, ARE THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND LED SIGN STUDIO, WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN YOU AND LED SIGN STUDIO RELATING TO THE SUBJECT OF THIS MEMBERSHIP AGREEMENT.