Terms and Conditions

THIS LICENSE AGREEMENT IS A LEGAL AND BINDGING AGREEMENT (“Agreement”) BETWEEN YOU THE USER (“Licensee”) AND YOUPROOF. YOUR PURCHASE, ACCEPTANCE OF TERMS OR USE OF ANY YOUPROOF PRODUCT, SHALL HEREBY CONSTITUTE YOUR CONSENT TO BE BOUND BY THE TERMS OF THE AGREEMENT.

Definitions
Library Files are any images, animations, films, videos or other audio/visual representations or recorded in any format that are controlled by or obtained, directly or indirectly, from YOUPROOF. Royalty-Free indicates that aside from the purchase price, no further fees or compensation is due regardless of how many times the library files are used or how many projects they are used for. Restrictions indicate the specific uses for the Library Files that are NOT allowed and are exceptions to the grant under this agreement.
Grant Of License
Subject to the terms and conditions of this Agreement, YOUPROOF hereby grants the Licensee a non-exclusive, non-transferable Royalty-Free license to use and modify the Library Files. All rights not specifically granted are retained by YOUPROOF.
Permitted Uses
The Library Files may be incorporated into a derivative work such as a film feature, video, broadcast, multimedia, advertisement, live performance, Internet, presentation or print project. However, the Library Files in whole or in part, and any derivative work thereof may not be used, sold, licensed, reproduced, distributed or displayed as templates, stand-alone backgrounds, stock elements or effects imagery elements, made available as downloadable files or included in any other clip media/stock product, library, collection, or set of clips for distribution or resale. These terms apply even if the Library Files have been significantly altered.
No Defamatory Use
The Library Files may not under any circumstances be used in a way that would defame, malign, slander, asperse, libel, or vilify the persons, property, countries, races, customs, cultures, religions, governments or military visible on the Library Files.

Except as provided herein, Licensee may not:
•    Sublicense, sell, assign, convey or transfer any of its rights under this Agreement, but Licensee may sell or license derivative works incorporating the Library a Files. However, Licensee may not include the Library Files in an electronic template intended to be used by third parties on electronic or printed products, where the purpose is to create multiple impressions, including but not limited to: website designs, presentation templates, electronic greeting cards, business cards, or any other electronic or printed matter without obtaining a license for such purpose.
•    Sell, license or distribute its final product in such a way that permits Licensee’s end users to extract or access the Library Files as a stand-alone file;
•    Incorporate the Library into a logo, trademark or service mark;
•    Distribute, post or upload the Digital Media File(s) online in a downloadable format or enable it to be distributed via mobile telephone devices;
•    Use any Digital Media Files in a pornographic, defamatory, libelous or otherwise illegal manner, whether directly or in context or juxtaposition with other materials.
•    Post any of YOUPROOF’s digital media files, in any form, on websites offering customization services. These websites include, but are not limited to, MotionDaily.com, Youtube.com, and Vimeo.com. The licensee may not use any digital media files in an automated system, including online websites.
With respect to the software on the CD-ROM or other storage media, decompile, reverse engineer, disassemble or otherwise reduce the software to a human readable form.
Use any of the Library Files in any manner prohibited by any export laws, restrictions or regulations.
Product Endorsement or Sensitive Use Disclaimer
If any Library File featuring a model is used in a manner that would lead a reasonable person to believe that the model personally uses or endorses a product or service, or if the depiction of the model is used in connection with a subject that would be unflattering, embarrassing or unduly controversial to a reasonable person, Licensee must accompany each such use with a conspicuous statement that indicates that the person is a model and the Library Files is being used for illustrative purposes only. These requirements are without prejudice to the obligations of YOUPROOF regarding use of the Library File(s) contained elsewhere throughout this Agreement.

No Refunds
Because all YOUPROOF content is all downloadable, purchases are non-refundable. Exception to this rule can be granted based on your request and motivations. Acceptance of the exception is under YOUPROOF decision. If an exception is granted, there will be NO fee assessed.
Marketing and Promotion
YOUPROOF grant the right to display any derivative works within your possession or control that incorporate one or more of the Library Files at tradeshows, in collateral, and/or via electronic distribution for YOUPROOF marketing, educational, and promotional purposes as examples of customer usage. YOUPROOF will identify you as the author of such derivative work.

Copyright
All Library Files are copyright of the Author. YOUPROOF grant the copyright auhtor rights as long the Library Files is on YOUPROOF website or in any case during the period of the contract between YOUPROOF and the Author are protected by Nederland laws, international treaty provisions and other applicable laws. No title or intellectual property rights in the Library Files are transferred to Licensee. YOUPROOF retains all rights not expressly granted by this license Agreement.
Liability
YOUPROOF will not be liable to you for any special, indirect, consequential, punitive, or incidental damages (including, without limitation, damages for loss of business profits, business interruption, loss of business information, or any other pecuniary loss) arising out of the use of or inability to use the Library Files. LICENSOR’S ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY SHALL BE no more than the amount paid for the particular Library Files. Your rights may vary from state to state.
Indemnification
You agree to indemnify and hold YOUPROOF harmless from and against any damages or liability of any kind arising from your use of the Library Files in any form, any breach of the terms and conditions of this Agreement, or your negligent act, omission or willful misconduct. If any part of this Agreement is found void and unenforceable, it will not affect the validity of the balance of the Agreement, which shall remain valid and enforceable according to its terms. All license rights granted pursuant to this Agreement shall automatically terminate upon your breach of this Agreement.

No Warranty
YOUPROOF GIVES NO RIGHTS OR WARRANTIES WITH RESPECT TO THE USE OF NAMES, TRADEMARK, LOGO TYPES, REGISTERED OR COPYRIGHTED DESIGNS OR WORKS OF ART DEPICTED IN ANY IMAGE AND THE USER MUST SATISFY ITSELF THAT ALL NECESSARY RIGHTS, CONSENTS OR PERMISSION AS MAY BE REQUIRED FOR REPRODUCTION ARE SECURED. YOUPROOF IDENTIFIED THE CAPTION FOR EACH IMAGE TO THE BEST OF ITS ABILITY, BUT CANNOT BE HELD RESPONSIBLE FOR ERRONEOUS OR INCOMPLETE CAPTION INFORMATION.

Delivery Of Library
DIGITAL FILES ARE PROVIDED “AS IS.” YOUPROOF MAKES NO REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, INCLUDED BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, NONINFRINGEMENT, QUALITY OF IMAGE OR COMPATIBILITY WITH ANY COMPUTER HARDWARE OR OTHER EQUIPMENT, OPERATING SYSTEM OR SOFTWARE PROGRAM.

Payment Terms
No licenses are granted until full payment of YOUPROOF’S invoice is received. Unless credit terms have specifically been agreed directly between YOUPROOF and the Licensee, Payment of YOUPROOF’S invoices must be received on the sooner of thirty days (30) days of its date net.
Any disputes concerning the invoice must be submitted in writing, within ten (10) business days of the invoice date, or the Licensee shall be deemed to have accepted the invoice as issued.

Severability of Agreement
If any part of this Agreement is found void and unenforceable, it will not affect the validity of the balance of the Agreement, which shall remain valid and enforceable according to its terms.

No Waiver
No action of YOUPROOF, other than by express written waiver, may be construed as a waiver of any provision of this Agreement.
Entire Agreement

This contract contains all the terms of the Agreement and no terms or conditions may be added or deleted unless made in writing and signed by an authorized representative of both parties. In the event of any inconsistency between the terms contained herein and the terms contained on any purchase order or other writing sent by Licensee, the terms of this Agreement shall govern.

This Royalty-Free End User License Agreement is current as of January 08, 2013.