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Legal notice & License Agreement

 

This is a legal agreement between you, "Purchaser," and Synchronista LLC ("Company").
 
By purchasing any photographs or graphics ("Images") from this website, you agree to be bound by the terms of this agreement.
 
Subject to the terms and conditions of this Agreement, upon payment, Company hereby grants Purchaser a perpetual, non-exclusive, non-transferable worldwide sublicense to use the Images for permitted usages (defined below) a limited number of times in the authorized media. All other rights in and to the Image, including, without limitation, all copyright and other intellectual property rights relating to the Image, are retained by Company. A Royalty-Free license is granted solely for the non-watermarked image you purcahse from this site. All the other versions are copyrighted and free usage is not allowed.
 
All Images are provided "as is" without warranties of merchantability and fitness for a particular purpose. Company shall not be liable for loss of data, loss of production, loss of profit, loss of use, loss of contracts or for any other consequential, economic or indirect loss whatsoever in respect of sale, purchase, delivery, use of the Images.
 
The Images Purchaser downloads under the regular Royalty Free license MAY be used to illustrate content on websites, in magazines, newspapers, books, book covers, product packaging, advertising and promotional materials, such as brochures, flyers web banners, newsletters, PDF documents, blogs, email, slide shows, standard-resolution tv/video presentations, cell phones,  splash screens, apps and software, as long as the item in which the Image appears does not contradict any of the restrictions below. (If you have questions regarding usage, please contact us at info =at= synchronista.com.)
 
These images may NOT be resold or redistributed by any means, or made available for redistribution or resale by a third party without Synchronista's written consent.
 
This is a Non-Exclusive license, and Purchaser shall NOT have any right, title or interest in or to, and in no ownership of, the Work, including any copyright and other intellectual property rights. Purchasing an Image license does not transfer the copyright. You may NOT claim the image is your own. You may NOT  sell, lease, lend, license for use, sublicense or in any way distribute the image for reuse.
 
You may NOT make the Image(s) available on a website for download (wallpapers, ecards, graphics). For web use, you must not use the Image at a width exceeding 800 pixels unless it is included in your website's design.
 
Purchaser may NOT use any of the Image as part of a trademark, design mark, service mark, tradename, business name or logo.
 
You may NOT use the Image(s) in any manner that is reasonably considered (or under applicable law) pornographic, obscene, immoral, infringing, defamatory or libelous in nature, or that would be reasonably likely to bring any person or property reflected in the Image into disrepute.
 
Notwithstanding the above, Purchaser MAY modify the Image(s) in any way required for reproduction, or include them in your own personal creations. Purchaser shall have the right to sell or distribute the Image solely as incorporated onto an item of merchandise or other work of authorship if the Image has been modified to the extent that it is no longer substantially similar to the original Image (where such modification may be in the form of changes to the Image itself or the incorporation of the Image into other image(s), such as a collage), provided however that the modification must be sufficient enough to qualify as an original work of authorship. Purchaser shall have the right to sell or distribute the Image solely as incorporated onto an item of merchandise or other work of authorship if the primary value of the item being sold or distributed does not lie with the Image(s) themselves. 
 
To clarify: You may not superficially modify (or not modify) the Image, print it on a t-shirt, mug, poster, stickers, postcards, mousepads, templates or other similar merchandise, and sell it to others for any purpose, as primary value would still lie in the Image itself.
 
By downloading Images, Purchaser specifically agrees and acknowledge that Purchaser has reviewed the terms of the Agreement 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.
 
In no event shall Synchronista LLC or any of its affiliates or content providers or their respective directors, officers, employees, partners or agents be liable for any incidental, indirect, punitive, exemplary, or consequential 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 the Image, or any part thereof, or any rights granted to you hereunder. No action, regardless of form or nature, arising out of this agreement may be brought by or on behalf of you more than one (1) year after the cause of action initially arose.
 
Notwithstanding any other term herein, Company shall not be liable for any damages, costs or losses arising as a result of modifications made to the content by you or the context in which the content is used by you.
 
This Agreement shall be inure to the benefit of, and be binding upon, Company and the Purchaser and their respective successors and assigns. Nothing in this Agreement, express or implied, is intended to confer upon any person or entity, other than Company and the Purchaser, and their respective successors and assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement.
 
If any term or provision of this Agreement is invalid, illegal or unenforceable, all other terms and conditions of this Agreement shall nevertheless remain in full force and effect.
 
General Provisions
 
A. Governing Law. You agree that: (i) the Service shall be deemed solely based in Arizona; and (ii) the Service shall be deemed a passive one that does not give rise to personal jurisdiction over Company, either specific or general, in jurisdictions other than Arizona. This Agreement shall be governed by the internal substantive laws of the State of Arizona, without respect to its conflict of laws principles. Any claim or dispute between you and Company that arises in whole or in part from the Service shall be decided exclusively by a court of competent jurisdiction located in Maricopa County, Arizona, unless submitted to arbitration as set forth in the following paragraph.
 
B. Arbitration. For any claim (excluding claims for injunctive or other equitable relief) under this Agreement where the total amount of the award sought is less than $10,000, the party requesting relief may elect to resolve the dispute through binding non-appearance-based arbitration. The party electing such arbitration shall initiate the arbitration through an established alternative dispute resolution ("ADR") provider mutually agreed upon by the parties. The ADR provider and the parties must comply with the following rules: a) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, as selected by the party initiating the arbitration; b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and c) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
 
C. Notification Procedures. Company may provide notifications, whether such notifications are required by law or are for marketing or other business related purposes, to you via email notice, written or hard copy notice, or through conspicuous posting of such notice on our website, as determined by Company in our sole discretion. Company reserves the right to determine the form and means of providing notifications to our Users, provided that you may opt out of certain means of notification as described in this Agreement.
 
D. Entire Agreement/Severability. This Agreement, together with any other legal notices and agreements published by Company via the Service, shall constitute the entire agreement between you and Company concerning the Service. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect.
 
E. No Waiver. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and Company’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.
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