THIS AGREEMENT IS BETWEEN YOU (“LICENSEE”) AND MOTOROLA MOBILITY LLC (“LICENSOR”). BY CLICKING ON THE “I AGREE” BUTTON AND/OR DOWNLOADING THE LICENSED MATERIAL (DEFINED HEREIN) YOU AGREE THAT YOU HAVE HAD THE OPPORTUNITY TO REVIEW THIS AGREEMENT AND AGREE TO BE BOUND BY THE TERMS OF THIS LICENSE AGREEMENT AND THE MOTOROLA IMAGE USAGE GUIDELINES AND OTHER USAGE SPECIFICATIONS SET FORTH HEREIN OR APPENDED TO THE LICENSED MATERIAL. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE AGREEMENT, DO NOT DOWNLOAD THE LICENSED MATERIAL.
For good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree to the following:
1. Grant of Rights
a) Licensor grants to Licensee a nonexclusive, non-sublicensable, non- transferable and non-assignable right to use and reproduce the images selected by Licensee (“Licensed Material”) ONLY in connection with Licensee’s non-commercial, print journalism featuring Motorola products or services,, and in compliance with the Motorola Image Usage Guidelines and the restrictions, if any, outlined in the “Image Data” section for the applicable Licensed Material. For the avoidance of doubt: (a) the Licensed Material may not be used in connection with any “blog” sites for purposes of disclosing Motorola Confidential/Restricted information, auction listings (such as on eBay), or in connection with the disclosure of any Motorola Confidential/Restricted information; (b) the Licensed Material may not be used in connection so called “free product offers”, or any other promotional offers, not specifically authorized in writing by Licensor; (c) the Licensed Material may not be used in connection with any email messaging promotions, including any form of SPAM or other commercial email campaigns, not specifically authorized in writing by Licensor; and (d) the license granted hereunder does not authorize the use of any trademark, logo or other intellectual property rights of Licensor in any manner separate and apart from the Licensed Material. BECAUSE THE RIGHTS AND/OR CONDITIONS UNDER WHICH YOU MAY USE THE LICENSED MATERIAL MAY CHANGE, YOU MUST ALWAYS OBTAIN THE LICENSED MATERIAL FROM THIS SITE PRIOR TO EACH USE. Licensee shall not share, license, sell, or loan ANY digital images from this site. Only users who agree to the License Agreement and Image Usage Guidelines may use the images and Licensed Material they obtain directly from this site.
b) Licensor grants no rights and makes no warranties with regard to the use of names, persons, trademarks, trade dress, registered, unregistered or copyrighted designs or works of art (except those owned by Licensor) or architecture depicted in any Licensed Material, 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. Licensor grants no exclusivity to the Licensed Material and makes no representations regarding use of the Licensed Material by third parties.
c) Licensee agrees that use of Licensed Material in a manner not expressly authorized by this Agreement (i) constitutes a willful infringement of the proprietary rights of Licensor or a third party entitling Licensor to avail itself of all rights and remedies available under all applicable laws, regulations or other legal authority, and (ii) will result in Licensee incurring or being responsible for any damages resulting from any such use, including any damages resulting from any claims for infringement of the intellectual property or proprietary rights of Licensor or a third party.
d) Licensor may terminate this Agreement for any reason by giving two (2) days prior written notice. In the event of such termination, Licensee shall immediately cease use of the Licensed Material and shall, upon request of Licensor, physically remove the Licensed Materials from its advertising materials and cease any future use at its own expense.
e) It is expressly understood and agreed that the rights and privileges granted to Licensee hereunder are special, unique, extraordinary and impossible of replacement, which gives them a peculiar value, the loss of which could not be reasonably or adequately compensated in damages in an action of law, and that Licensee’s failure to abide by the obligations hereunder would cause Licensor to suffer irreparable loss and damage. Accordingly, Licensee agrees that should it fail or refuse to perform such obligations, Licensor shall be entitled to ex parte injunctive or other equitable relief, without the obligation of posting a bond, against Licensee to prevent the continuance of such failure, or granting rights to others, in violation of this Agreement. Neither the right to resort to injunctive or other equitable relief, nor the exercise of such right, shall constitute a waiver of any other or additional rights at law or pursuant to the terms of this Agreement which Licensor may have against Licensee as a result of such failure or refusal.
No ownership or copyright in any Licensed Material shall pass to Licensee by the issuance of the License contained in this Agreement. Except as expressly set forth in this Agreement, Licensor grants Licensee no right or license, express or implied, to the Licensed Material. Licensee shall provide applicable copyright notice and/or protection and/or screen credit as required in the “Image Data” section for the applicable Licensed Material. Upon demand, Licensee shall immediately assign to Licensor (or Licensor’s designee) any copyright of or to the Licensed Material arising out of the publication of the Licensed Material. No copyright information may be removed from any digital file.
3. Licensor Warranty and Limitation of Liability
THE REPRESENTATIONS AND WARRANTIES OF LICENSOR MADE HEREIN WILL HAVE NO FORCE OR EFFECT IF THE LICENSED MATERIAL IS USED BY LICENSEE IN ANY MANNER NOT SPECIFICALLY AUTHORIZED IN THIS AGREEMENT OR IF LICENSEE IS OTHERWISE IN BREACH OF THIS AGREEMENT.
LICENSOR REPRESENTS AND WARRANTS TO LICENSEE ONLY THAT IT HAS THE NECESSARY RIGHTS AND AUTHORITY TO ENTER INTO AND PERFORM THIS AGREEMENT IN ACCORDANCE WITH ITS TERMS, INCLUDING THE RIGHTS TO LICENSE THE COPYRIGHT IN AND TO THE LICENSED MATERIAL ON THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT.
EXCEPT AS EXPRESSLY SET FORTH ABOVE, LICENSOR MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED. LICENSOR SHALL NOT BE LIABLE TO LICENSEE OR ANY OTHER PERSON OR ENTITY FOR ANY GENERAL, PUNITIVE, SPECIAL, DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, LOST PROFITS OR OTHER DAMAGES ARISING OUT OF THIS AGREEMENT OR OTHERWISE, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
THE EXTENT OF LICENSOR’S LIABILITY TO LICENSEE IN CONNECTION WITH THE LICENSED MATERIAL SHALL BE LIMITED TO THE AMOUNT PAID BY LICENSEE IN CONNECTION WITH THIS LICENSE.
Licensee is solely responsible for its use of the Licensed Materials. Licensee warrants and represents that, in connection with the use of the Licensed Material, it shall comply with all applicable laws, regulations, orders, and ordinances. Licensor expressly disclaims any liability or responsibility for any use by Licensee. Licensee agrees to indemnify and hold Licensor and its directors, officers, employees and agent(s) (the “Indemnified Parties”) harmless against any claim for damages, losses or any costs, including attorneys’ fees, arising in any manner whatsoever from: a) infringement of any third party intellectual property rights, including but not limited to piracy, plagiarism, idea misappropriation, and patent, industrial design, copyright, or trademark infringement, except to the extent such cause of action arises directly out of the rights granted pursuant to the License Agreement; b) the unauthorized use of any Licensed Material; c) libel, slander, defamation, invasion of privacy, violation of right to publicity; and d) violation of §5 of the FTC Act or any State Consumer Protection laws or regulations, unfair and deceptive trade practices, unfair competition, and false or deceptive advertising. The Indemnified Parties shall have the right to defend themselves against any such lawsuit, claim or legal proceeding for which indemnification is sought. Indemnified Parties shall have the right to control the legal defense using counsel of its own choosing and whether to compromise, settle or otherwise dispose of any such lawsuit, claim or legal proceeding. All costs incurred by the Indemnified Parties in enforcing Licensee´s indemnity obligations hereunder, including but not limited to attorney´s fees and court costs, shall be borne by Licensee.
5. Licensee’s Obligation
Upon notice from Licensor or upon Licensee´s knowledge, that any Licensed Material is subject to a threatened or actual claim of infringement, violation of another right, or any other claim, or if Licensor retires any Licensed Material for any reason, Licensee will physically remove the Licensed Material from its materials, and cease any future use at its own expense.
6. Condition of Licensed Material
Licensee should examine all Licensed Material for possible defects (whether digital or otherwise) before sending any Licensed Material for reproduction. Licensor shall not be liable for any loss or damage suffered by Licensee or any third party, whether directly or indirectly, arising from any alleged or actual defect in any Licensed Material, its description or other information contained in the “Image Data” section, and or in any way from its reproduction.
7. Miscellaneous Terms
(a) No variation of any of the terms in this Agreement shall be effective unless agreed to in writing by an authorized representative of Licensor and Licensee. No action of Licensor, other than an express written waiver, may be construed as a waiver of any term of this Agreement. A delay on the part of either party in the exercise of its rights or remedies will not operate as a waiver of such rights or remedies, and a single or partial exercise by a party of any such rights or remedies will not preclude other or further exercise of that right or remedy. A waiver of a right or remedy on any one occasion will not be construed as a bar to or waiver of those rights or remedies on any other occasion. Should any clause of this Agreement be found unenforceable, that will not affect any other clause and each will remain in full force and effect.
(b) Any controversy or claim arising out of or relating to this Agreement and all matters or issues collateral thereto shall be governed by the laws of the State of Illinois applicable to contracts made and performed entirely therein, without regard to conflicts of laws principles. Licensee agrees and consents that jurisdiction and venue of all matters relating to this Agreement shall be vested exclusively in the Federal, State and Local courts within the State of Illinois, Cook County.
(c) This document is a complete and exclusive statement of the terms of this Agreement and may not be changed orally but only by a writing signed by both parties hereto.
I HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS CONTAINED HEREIN.