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License Agreement

These license terms govern your use of the Metaphor Business Graphics website and the graphics, images photographs, photo objects, illustrations and any other material (collectively the "Image(s)"). By using this website or any Metaphor Business Graphics Material, you agree to accept these terms and conditions. If you do not agree with the terms and conditions, do not use this site or download or use any Image(s).

 

1. LOW RESOLUTION IMAGE LICENSE AGREEMENT

Applies to images purchased online


1.1 THIS AGREEMENT is made on the day of purchase BETWEEN Metaphor Business Graphics of Unit 46 Guinness Enterprise Centre , Taylor's Lane, Dublin 8, Republic of Ireland (hereinafter called "the Company") of the one part and the user (herein after referred to as "the Licensee") of the other part. In consideration of the Licensee paying the agreed license fee and in consideration of the Licensee agreeing to be bound by the terms and conditions contained in this legal agreement, the Company agrees to allow the Licensee to use the Image/s ("the Images")in the manner permitted by this Agreement on the terms and conditions as follows:

1.2 Grant of Rights

1.2.1 In consideration of the obligations, warranties and undertakings of the Licensee in this Agreement, and subject to and conditional upon their full and timely performance and observance, the Company grants to the Licensee a non-transferable non-exclusive license to use the Images.

1.2.2 The Licensee may only use the Images in the following ways:

•  to view the images

•  use the Image(s) for non-commercial use and educational use on a web site

•  Back up, copy, or archive one copy of the Image as necessary for internal use, and only as necessary for that use. Any copy or archive made by the Licensee must include the Image's copyright information.

1.2.3 The Licensee may not use the Images in the following ways:

•  to produce color separations

•  to produce or compile CD ROM materials

•  to produce any multimedia output, materials or documentation

•  to produce any other electronic or printed output, materials or production :

 

1.3 Term:

1.3.1 This license terminates 10 years from the date of download.

1.4 All Clauses under the heading "Other Clauses" below shall form part of this agreement.

 

 2. MEDIUM RESOLUTION IMAGE LICENSE AGREEMENT

Applies to images purchased online


2.1 THIS AGREEMENT is made on the day of purchase BETWEEN Metaphor Business Graphics of Unit 46 Guinness Enterprise Centre , Taylor's Lane, Dublin 8, Republic of Ireland (hereinafter called "the Company") of the one part and the user (herein after referred to as "the Licensee") of the other part. In consideration of the Licensee paying the agreed license fee and in consideration of the Licensee agreeing to be bound by the terms and conditions contained in this legal agreement, the Company agrees to allow the Licensee to use the Image/s ("the Images")in the manner permitted by this Agreement on the terms and conditions as follows:

2.2 Grant of Rights


2.2.1 In consideration of the obligations, warranties and undertakings of the Licensee in this Agreement, and subject to and conditional upon their full and timely performance and observance, the Company grants to the Licensee a non-transferable non-exclusive license to use the Images.

2.2.2 The Licensee may only use the Images in the following ways:

  • all uses permitted under Low Resolution Use Licenses described above, and the following:
  • for commercial use, including advertising and editorial use on a web site, in presentations created which promote a good or service, digital presentations, company intranet .
  • use in any electronic media,
  • to create documents for client approval
  • back up, copy, or archive one copy of the Image as necessary for internal use, and only as necessary for that use. Any copy or archive made by the Licensee must include the Image's copyright information.
  •   Modify or alter the Image as necessary for your use, as allowed for elsewhere in these terms and conditions, provided that the rights to any derivative work shall belong to Metaphor Business Graphics. You may use such derivative work only as permitted in accordance with these terms and conditions. All copyrights with respect to such derivative work are assigned to
  • Metaphor Business Graphics or its members, which assignment the parties hereby agree is valid under Irish (or other International) Copyright Law. If requested by Metaphor Business Graphics, you agree to execute a written assignment of any such copyrights with respect to such derivative work.


2.2.3 The Licensee may not use the Images in the following ways:

•  to produce color separations

•  to produce any multimedia output, materials or documentation in print form

•  to produce any other printed output, materials or production, other than that provided for in Clause 2.2.2

2.3Term:

2.3.1 This license terminates 10 years from the date of download.

2.4.1 All Clauses under the heading "Other Clauses" below shall form part of this agreement.

 

3. HIGH RESOLUTION IMAGE LICENSE AGREEMENT


Applies to Images Purchased online


3.1 THIS AGREEMENT is made on the day of purchase BETWEEN Metaphor Business Graphics of Unit 46 Guinness Enterprise Centre , Taylor's Lane, Dublin 8, Republic of Ireland (hereinafter called "the Company") of the one part and the user (herein after referred to as "the Licensee") of the other part. In consideration of the Licensee paying the agreed license fee and in consideration of the Licensee agreeing to be bound by the terms and conditions contained in this legal agreement, the Company agrees to allow the Licensee to use the Image/s ("the Images")in the manner permitted by this Agreement on the terms and conditions as follows:

3.2 Grant of Rights


3.2.1 In consideration of the obligations, warranties and undertakings of the Licensee in this Agreement, and subject to and conditional upon their full and timely performance and observance, the Company grants to the Licensee a non-transferable non-exclusive license to use the Images.


3.2.2 The Images may be accessed and used by up to 20 employees of the Licensee, on a computer network. For sharing on larger networks, an upgrade license is required. The Licensee¹s sub-contractors may reproduce the Images, subject always to the provisions (including, without prejudice to the generality of the foregoing, restrictions on use) contained in this Agreement. For the avoidance of doubt, Licensee may not sub-licence the Images to any party.

3.2.3 Permitted uses under the High Resolution Image License Agreement include the following:

  • All uses permitted under Low & Medium Resolution Use Licenses described above, and the following:
  • The Licensee may use the Image(s) for commercial use, in print advertising, editorials, catalogs, brochures, reports, and disposable packaging.

•  Use the Image(s) for any items for resale, including book covers and consumer merchandise, provided these products are not intended to allow the re-distribution or re-use of the Image(s)

•  In addition, the Licensee must meet at least one of the following two requirements to license images under this license:

    • The Licensee company size must be less than 200 full-time employees; or
    • The intended print distribution for the licensed image(s) must be less than 15,000

    If you do not meet these qualifications, please review our criteria for a rights managed Image(s) , which allows us to create a custom license to match your needs and budget.

 

3.3Term:


3.3.1 This license terminates 10 years from the date of download.

3.4 All Clauses under the heading "Other Clauses" below shall form part of this agreement.

 

OTHER CLAUSES

 

4.1.LICENSEE'S UNDERTAKINGS

 4.1.1 The Licensee shall:

4.1.1 ensure that only Authorized Users are permitted access to the Image(s)

4.1.2 ensure that all Authorized Users are appropriately notified of the importance of respecting the intellectual property rights in the Licensed Materials and that they are made aware of and undertake to abide by the terms and conditions of this License;

4.1.3 immediately upon becoming aware of any unauthorized use or other breach, inform the Publisher and take all steps, including disciplinary action, both to ensure that such activity ceases and to prevent any recurrence;

4.1.4 not sell, rent, ,loan, hire, load, sublicense or otherwise transfer any Licensed Material and may not distribute any Licensed Material in any way to any other person or entity except insofar as any Licensed Material has been incorporated into one of the permitted uses listed in this License;

4.2 Except for the limited uses specifically authorized herein, the Licensee may not reproduce, distribute, transmit, or otherwise exploit the Image(s) in any way.

4.3. The Licensee hereby acknowledges, undertakes and agrees:

4.3.1 that the business of the Company is entirely dependent upon the Company's intellectual property rights in the Images(s) and that all rights of a proprietary and copyright nature and title in and to the Image(s) are expressly acknowledged as the property of the Company and subject only to the non-exclusive, non-transferable license contained in this Agreement, which does not confer any copyright or proprietary rights of any nature whatsoever on the Licensee aside from the uses specified in this Agreement.

4.3.2 that any material and persistent breach thereof constitutes a fundamental breach of this License, in which event, this License shall immediately terminate; the Company shall be entitled to immediate injunctive relief and the immediate removal of all electronic copies of the Image(s) held by the Licensee without any rebate of the Fee and without prejudice to any other rights or remedies to which it may be entitled.

4.4 The Licensee shall use the Image(s) in accordance with all applicable laws and in the manner and in the context agreed by the Company and as outlined in this Agreement and shall not by any act or omission impair or prejudice the copyright in the Image(s), or violate any moral right or deal with the Image(s) so that any third party might obtain any lien or other right of whatever nature incompatible with the rights of the Company,and nothing may be superimposed, inserted, transposed, merged or added to the Images which could be regarded as illegal derogatory, offensive, blasphemous, defamatory, libelous, obscene or pornographic , threatening, abusive, invasive of privacy or publicity rights, profane nor may they be altered or distorted in any way or used in any fashion which could be regarded as derogatory, offensive, blasphemous, defamatory, libelous, obscene or pornographic threatening, abusive, invasive or privacy or publicity rights, profane . Furthermore, no part, segment or piece of the Image(s), no matter how small, may be used or merged in connection with other images or artwork so as to create a new image, which could be regarded as derogatory, offensive, blasphemous, defamatory, obscene, pornographic threatening, abusive, invasive or privacy or publicity rights, profane or libelous.

4.5. The Licensee may not use the Image(s) to send any commercial solicitation, mass mailing, or any form of "spam" or other mass mailings. The Licensee is solely responsible for the content of any material included in its presentations. The Licensee may not use the Image(s) in a manner that would infringe upon or violate any rights of a third party, or for uses covering sensitive subjects including, without limitation, topics that may depict the subject matter of an Image in a negative or unfavorable light or subject persons to ridicule, and topics regarding all sexual issues, substance abuse, physical or mental abuse, alcohol, drugs, tobacco, AIDS, cancer, or serious physical or mental ailments, or the disparagement of a person or product. The Licensee agrees to defend, indemnify and hold the Company and other Image(s) licensors and their affiliates, directors, officers, employees agents and partners harmless against any and all claims asserted against the Company and other Company licensors, and their affiliates, directors, officers, employees agents and partners.

4.6.1 The Licensee agrees to indemnify, defend and hold the Company harmless from and against all actions, proceedings, claims, demands, liability, costs (including any legal costs compensation costs and disbursements paid by the Licensee on the advice of their legal advisors to compromise or settle any claim), awards and damages arising out of any claim or legal action taken against the Company related to or in any way connected with any use of the Image(s) by the Licensee or any failure by the Licensee to perform its obligations in relation to this License.

4.6.2 The Licensee shall give full particulars to the Company as soon as the Licensee becomes aware of any actual or threatened claim by any third party in connection with the Images.

4.7 The Licensee shall ensure that all copies of the Images published and distributed by the Licensee shall contain full and accurate copyright notices, credit attributions and acknowledgments that the copyright is retained in the Images by the Company, and that reproduction is permitted under limited license from the Company.

4.8 The Licensee shall, in consideration for the rights granted under this License, pay the Fee within thirty (30) days of receipt of invoice and receipt of such payment shall be a condition of this License coming into effect. For the avoidance of doubt, the Fee shall be exclusive of any sales, use, value added or similar taxes and the Licensee shall be liable for any such taxes in addition to the Fee.

4.9 The Licensee shall retain total control and possession at all times of the Images and ensure that these are kept in safe and secure storage facilities and shall not allow the Images to fall into the hands of third parties who are not licensed by this Agreement. The Licensee may not sell, license or distribute its work in such a way that the Licensee's customer can extract or access the Images as a stand-alone file.

4.10 The Licensee shall ensure that the Images are not incorporated into a logo, trademark or service mark.

4.11 The Licensee accepts and warrants that its use of the Images shall not infringe any third party rights, of any nature, and any liability for the infringement of third party rights, of whatsoever nature, shall rest with the Licensee.

4.12 The Company grants no rights and makes no warranties with regard to the use of names, trademarks, trade dress, registered, unregistered or copyrighted designs or works of art or architecture depicted in the Images, and Licensee must satisfy itself that all the necessary rights or consents regarding any of the above, as may be required for reproduction, have been obtained.

 

 

5. COMPANY'S UNDERTAKINGS

 5.1 The Company warrants, agrees and undertakes with the Licensee that the Image(s) are free from defects in material and workmanship for 30 days from delivery. The sole and exclusive remedy for a breach of the foregoing warranty is the replacement of the Image(s). The company makes no other warranties, express or implied, regarding the images, including, without limitation, any implied warranties of merchantability or fitness for a particular purpose ( OR NONINFRINGEMENT TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW).

5.2 All Image(s) included on the company's website, including graphics, illustrations, images, photographs, text (including caption information), templates, audio clips, video clips, and software (referred to as " Image(s) ") is owned by the Metaphor Business Graphics (referred to as "the Company," "we," and "our"). All Image(s) are protected by international copyright laws. For the protection of the Company, images may be watermarked and/or digitally watermarked and the Company may employ technology designed to locate and identify Image(s) to verify that it has been properly licensed and is being used within the terms of the license.


5.3 Further, the Company makes no representations or warranties that the functional aspects of our site will be uninterrupted or error-free, or that our site or the server that makes it available are free of viruses or other harmful components. The Licensee acknowledges that use of our site is at the Licensee's own risk.

5.4 As a convenience, our site links to other sites that may be of interest to you but are not under our control. These links do not imply an endorsement by the Company, and we are not responsible for the availability of or the Image(s) contained in any linked site.

5.5 The Publisher reserves the right at any time to withdraw from the Image(s) any item or part of an item for which it no longer retains the right to publish, or which it has reasonable grounds to believe infringes copyright or is defamatory, obscene,unlawful or otherwise objectionable.

5.6 EXCEPT AS EXPRESSLY PROVIDED IN THIS LICENSE, THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF DESIGN, ACCURACY OF THE INFORMATION CONTAINED IN THE LICENSED MATERIALS, MERCHANTABILITY OR FITNESS OF USE FOR A PARTICULAR PURPOSE. THE LICENSED MATERIALS ARE SUPPLIED 'AS IS'.

5.7 UNDER NO CIRCUMSTANCES SHALL THE COMPANY BE LIABLE TO THE LICENSEE OR ANY OTHER PERSON, INCLUDING BUT NOT LIMITED TO AUTHORIZED USERS, FOR ANY SPECIAL, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER ARISING OUT OF THE INABILITY TO USE, OR THE USE OF, THE LICENSED MATERIALS. IRRESPECTIVE OF THE CAUSE OR FORM OF ACTION, THE COMPANY'S AGGREGATE LIABILITY FOR ANY CLAIMS, LOSSES, OR DAMAGES ARISING OUT OF ANY BREACH OF THIS LICENSE SHALL IN NO CIRCUMSTANCES EXCEED THE FEE PAID BY THE LICENSEE TO THE COMPANY UNDER THIS LICENSE.THE FOREGOING LIMITATION OF LIABILITY AND EXCLUSION OF CERTAIN DAMAGES SHALL APPLY REGARDLESS OF THE SUCCESS OR EFFECTIVENESS OF OTHER REMEDIES.

 

 6. REMUNERATION


6.1 Subject to any credit terms specifically agreed directly between the Company and the Licensee, the Licensee agrees to pay in advance for the licensed use of the Image(s) as agreed under the terms of this Agreement in advance of any use of the Image(s).


6.2 Subject to any credit terms specifically agreed directly between the Company and the Licensee, the Licensee agrees that permission to use the Images will only be deemed to have been given after receipt by the Company of the agreed remuneration, and the Licensee fully accepts that the Licensee has no right to use the Images in any manner until the said remuneration has been paid. Where credit terms have been specifically agreed between the Company and the Licensee, the Licensee agrees that permission to use the Images shall be deemed to be revoked where the Licensee is in default of payment to the Company under the credit terms agreed.

 

7. TERM AND TERMINATION

 7.1 this License shall be terminated:

7.1(i) if the Licensee fails to pay any amount due under this Agreement

7.1(ii) if the Licensee commits a material or persistent breach of any term of this License and fails to remedy the breach (if capable of remedy) within thirty (30) days of notification in writing by the Publisher;

7.1(iii) if t he Licensee is declared or becomes insolvent or bankrupt, or the Licensee is put into examinership, receivership, administration or liquidation.

7.2 The Company reserves the right to accept such repudiation on the part of the Licensee and to determine the License Agreement forthwith and to demand the immediate return of all Image(s) in whatever form supplied or held created or produced by the Licensee.

7.3 On termination all rights and obligations of the parties automatically terminate except as specifically provided in this License.

 

8. GENERAL

 8.1 This License constitutes the entire agreement of the parties and supersedes all prior communications, understandings and agreements relating to the subject matter of this License, whether oral or written. and may not be varied except by an instrument in writing signed by all the parties to this Agreement. The invalidity or un-enforceability of any provision of this License shall not affect the continuation or enforceability of the remainder of this License. Such provisions shall be amended only to the extent necessary to make the Agreement enforceable.

8.2 Neither party's delay or failure to perform any provision of this License, as result of circumstances beyond its control (including, without limitation, war, strikes, floods, governmental restrictions, power, telecommunications or Internet failures, or damage to or destruction of any network facilities) shall be deemed to be, or to give rise to, a breach of this License.

8.3 Either party's waiver, or failure to require performance by the other, of any provision of this License will not affect its full right to require such performance at any subsequent time, or be taken or held to be a waiver of the provision itself.

8.4 This License shall be governed by and construed in accordance with the laws of Ireland ; whose courts shall be the courts of sole jurisdiction in relation to this Agreement. Notwithstanding the foregoing, the Company shall have the right to commence and prosecute any legal or equitable action or proceeding before any court of competent jurisdiction to obtain injunctive or other relief against the Licensee.

8.5 The United Nations Convention on Contracts for the International Sale of Goods does not govern this Agreement .

 

9. Taxes and other:

9.1 The Licensee agrees 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 pursuant to this Agreement.

 

10. Discontinuance:

10.1 The Company reserves the right to elect at a later date to replace the Image(s) with an alternative for any reason. Upon notice of such replacement, the license for the replaced Image terminates for any products that do not already exist, and this License automatically applies to the replacement Image(s). The Licensee agrees not to use the replaced Image(s) for future products and to take all reasonable steps to discontinue use of the replaced Image(s) in products that already exist.

 

11. ENTIRE CONTRACT

11.1 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 METAPHOR BUSINESS GRAPHICS, WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN YOU AND METAPHOR BUSINESS GRAPHICS RELATING TO THE SUBJECT OF THIS AGREEMENT.

 

 

 

 

 

 


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