License Agreement

This is a legal agreement between you and Vectors Limited.

Please read the following terms and conditions. Your acceptance of these terms as well as the Content License Agreement and Privacy Policy is an absolute condition to your access to and use of any file(s). Downloading and/or using any file(s) from Vectors confirms your acceptance of these terms and forms a legal contract between you and Vectors. Vectors reserves the right to change any of the terms of this agreement at any time, and you agree to be bound by such changes. If you do not agree to the following terms, as may be amended, do not download or use any file(s).

1. License

A. Definitions:

“file(s)” shall mean any visual representation obtained via download from the web site, together with all accompanying metadata and other material.

“user” or “you” shall mean the individual or legal entity (corporation, partnership, sole proprietorship, etc.). Entering into this license agreement for personal use of the file(s) in accordance with the terms of this agreement.

B. Copyright:

The file(s) are copyrighted and protected under the various laws of New Zealand, international treaties and other applicable laws. The file(s) shall remain the sole and exclusive property of Vectors. Use of the file(s) is licensed, not sold, pursuant to the terms of this license agreement. Use of the file(s) without agreeing to this license agreement, or breaching these license agreement terms, is copyright infringement.

C. Grant:

(i.) Paid license

A) Vectors grants you a non-exclusive and non-transferable license to use the file(s) for personal, non-commercial, and not-for-profit use only as provided in this license agreement.

D. Permitted uses. You may, subject to section 1(f) below:

(i.) Back up, and store, single file(s) as necessary on a single computer for archival, tracking or asset management purposes only. Any copy or archive you make must include copyright notice pursuant to section 1(f)(iii).

(ii.) Use the file(s) in any electronic or print media, including personal web sites, not-for-profit advertising, and editorial use, provided such use is not intended to allow the re-distribution or re-use of the file(s).

(iii.) Use the file(s) in any items for personal use, including t-shirts, posters, art, book covers, newsletters, presentations, etc., provided such use is not-for-profit and not intended to allow the re-distribution or re-use of the file(s).

(iv.) Modify or alter the file(s) as necessary for your use, subject to the terms of section 3, and provided that if such modification or alteration constitutes a derivative work you do not acquire any copyright ownership or equivalent rights in or to any of the file(s) or any other property of Vectors and you shall only use such derivative work in accordance with this agreement. If requested by Vectors, you agree to execute a written assignment of any such rights, including copyrights, at no cost to Vectors.

(v.) Use the file(s) as personal décor in a private, non-commercial, or non-public area.

(vi.) Use the file(s) as design elements in personal video or film.

(vii.) Use the file(s) for any other uses approved in writing by Vectors.

E. Prohibited uses: you may not:

(i.) Sublicense, distribute, transfer or assign the file(s) or rights to the file(s).

(ii.) Reverse engineer, decompile, translate, or disassemble any part of the file(s).

(iii.) Copy or reproduce the file(s), except as specifically provided for in section 1(d).

(iv.) Remove any copyright, trademark or watermark from any place where it appears on the file(s).

(v.) Display the file(s) in any digital format or for any digital use at a resolution greater than 72 dpi, except in editorial or preliminary design work. Doing so will be viewed as an attempt to distribute the file(s) in violation of this agreement.

(vi.) Use the file(s), or any part of the file(s), as part of a trademark, service mark, or logo. Vectors or its licensors retain the full rights to the file(s), and therefore you cannot establish your own rights.

(vii.) Use the file(s) in a product or service whereby the file(s) can be used apart from a product or service.

(viii.) Use the images(s) in any downloadable format intended for multiple distribution including, without limitation, templates, web site templates, software products, e-greetings, etc. Contact help#AT#vectors.com (replace #AT# with @ symbol) to find out about a special license for such use.

(ix.) Use the file(s), or resell for use, in mobile devices, including but not limited to mobile telephones, handheld game consoles, and PDAs.

(x.) Use the file(s) in any way that could be considered defamatory, pornographic, libellous, immoral, obscene or fraudulent, or illegal, either by making physical changes to it, in the juxtaposition to accompanying text or images, or otherwise.

(xi.) Without advance written consent from Vectors and any model in such file(s), use file(s) that include people as part of any sensitive subject matters, as determined by Vectors. Sensitive subject use pertains to non-commercial and editorial uses. Availability of model releases does not grant the right to use file(s) in any sensitive subject matters.

(xii.)Use the file(s) beyond any limitations or restrictions noted on a Vectors web site.

(xiii.) Stockpile, download, or otherwise store images not used for future use.

F. Additional terms

(i.) Vectors reserves the right to (i.) Not permit use of any file(s) for any reason whatsoever; and (ii.) Notify you that certain file(s) are no longer available for use. Upon such notification, the license to use such file(s) shall automatically and immediately terminate.

(ii.) All other rights not expressly granted to you are reserved solely for Vectors.

(iii.) Vectors requests the copyright notice “© 2007 Vectors Limited” appear adjacent to the file(s) or on a credit page.

(iv.) Vectors reserves the right to replace file(s) with an alternative image for any reason. Upon notice of such replacement, the license for the replaced file(s) immediately, and automatically, terminates for any use of the file(s) that does not already exist, and this license agreement shall automatically apply to any replacement file(s). You agree not to use any replaced file(s) with future products or services and you shall take all reasonable steps to discontinue use of the replaced file(s) in existing products or services.

2. Termination

A. This license agreement is effective until it is terminated.

(i.) This license agreement will terminate automatically, without notice from Vectors, if you fail to comply with any provision of this license agreement.

(ii.) You can terminate this agreement by destroying the file(s), along with any copies or archives, any CD-ROM or accompanying materials (if applicable), and ceasing all use of the file(s) for any purpose.

B. Vectors may, in its sole discretion: (i.) Monitor, as frequently as Vectors determines, anything you download from the web site, (ii.) Limit downloads to a fixed amount of downloads per 24 hour period so as to insure the best possible service to all subscribers to the web site, (iii.) Track any abuse of your username and password, (iv.) Suspend or terminate your account, without notice, if Vectors believes there is a violation of this agreement, the web site user agreement and/or any abuse of your username and password.

C. Upon termination of this agreement, you agree to (i.) Destroy all copies and archives of the file(s), (ii.) Cease using the file(s) for any purpose, and (iii.) Confirm to Vectors in writing that you have complied with these requirements.

3. Disclaimer of warranty and limitation of liability

A. Disclaimer of warranty. The file(s) are provided “as is” without warranty of any kind, either express or implied, including, but not limited to the implied warranties of merchantability, or fitness for a particular purpose. Vectors makes no warranties for any images that have been modified or altered by you and you shall be solely responsible for any claims relating to or arising out of your modification and use of the images. Vectors grants no rights or warranties with respect to the use of names, trademarks, logo types, copyrighted designs or works of art or architecture depicted in any image, and the user must satisfy itself that all necessary rights, consents, or permissions as may be required are obtained. Vectors does not warrant that the file(s), web sites or other materials, will meet your requirements or that use will be uninterrupted or error free. The entire risk as to the quality, performance and use of the file(s) is solely with you. Vectors shall not be liable to you or to any other entity for any general, punitive, special, indirect, consequential or incidental damages, or lost profits or any other damages, costs or losses arising out of your use of the file(s), Vectors’ breach of this agreement or otherwise, even if Vectors has been advised of the possibility of such damages, costs or losses. In no event, shall Vectors’ total aggregate liability to you, or to any third party claiming through you, arising out of or in connection with your use of or inability to use the file(s) (whether in contract, tort or otherwise) exceed US$5.

B. You represent, warrant and covenant that:

(i.) You are at least eighteen years of age and have the full right and authority to enter into this license on behalf of you and/or your company;

(ii.) You do not reside in any country to which export of us products are prohibited or restricted and you may not ship, transfer or export any of the images into any country or use any of the images in any manner prohibited by any laws, restrictions or regulations;

(iii.) You will not use the file(s) in any way that is not permitted by this license;

(iv.) Your use of the file(s) will not violate any applicable law or regulation of any country, state, or other governmental entity;

(v.) The information that you provide to Vectors is accurate and true, including, without limitation, all credit card or other payment information and you shall update such information as necessary; and

(vi.) You are solely responsible for determining whether your use of any file(s) requires the consent of any other party or the license of any additional rights. If you are unsure whether additional rights are needed for your use of the images, you are responsible for consulting with competent legal counsel.

5. Limitation of remedies

A. Replacement or refund:

Vectors’ entire liability and your exclusive remedy, with respect to any claims arising out of this agreement, except as set out in section 6 below, shall be at Vectors’ sole discretion, replacement of file(s)

6. Indemnification

You agree to indemnify and hold Vectors harmless against all claims or liability asserted against Vectors arising out of or in connection with any breach by you or anyone acting on your behalf of any of these Terms.

7. General

A. Enforceability:

If any provision of this agreement is held to be not enforceable, such provision shall be reformed only to the extent to make it enforceable, consistent with the parties’ intent.

B. Taxes and other:

You agree to pay and be solely 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 your use of the file(s), pursuant to this agreement.

C. Waiver:

No action of Vectors, other than an express written, signed waiver may be construed as a waiver of any part of this agreement, and no employee of Vectors is authorised to make an oral waiver. In the event that Vectors waives a specific part of the agreement, it does not mean that Vectors waives any other part.

8. Jurisdiction

This agreement, its validity and effect, shall be solely interpreted, and governed by, the laws of New Zealand. Any claims shall be brought solely in a court in New Zealand and you expressly consent to the exclusive jurisdiction of the courts of New Zealand. You consent to the service of any required notice or process upon you by registered mail or courier to the address provided to Vectors with your registration, as you may update from time to time, with proof of delivery.

9. Legal fees

You agree to reimburse Vectors for its legal fees, costs and disbursements if Vectors is successful in enforcing any of its rights under this agreement including, without limitation, in connection with any action to collect payment.

10. Assignability

You may not assign or transfer to anyone else the rights granted to you in this agreement, without our prior written consent. Vectors may assign or transfer this agreement freely.

11. Entire contract

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 Vectors, which supersedes any proposal or prior agreement, oral or written, and any other communication between you and Vectors relating to the subject of this agreement, including, without limitation, any purchase order terms (even if such terms are subsequent to the date of this agreement). FAQs, other explanations, and text in the Vectors web site are for your information only and are not, and shall not be construed as, part of this agreement unless specified otherwise in this agreement.