(Last Updated on May 1st, 2008)
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2. WE ARE ACCOUNTABLE TO YOU
Any questions, comments or complaints that you might have about our privacy practices should be forwarded via email to: email@example.com
3. DISCLOSURE OF YOUR PERSONAL INFORMATION
We will not sell or rent your personal information to any other party without your consent. However, we may disclose your personal information in the circumstances set out below.
When required by law to disclose personal information without your consent in the event of emergency situations or when required by government or other legal authority.
4. SAFEGUARDS WE HAVE IN PLACE
We employ reasonable managerial and technical measures to ensure that your information is secure.
Minors can only use this Site with the approval of a parent or guardian.
CONTENT LICENSE AGREEMENT
We hereby grant to you a perpetual, non-exclusive, non-transferable worldwide license to use the Content for the Permitted Uses (as defined below). Unless the activity or use is a Permitted Use, you cannot do it. All other rights in and to the Content, including, without limitation, all copyright and other intellectual property rights relating to the Content, are retained by Zepp Graphical or the supplier of the Content, as the case may be.
Permitted Standard License Uses:
Permitted Uses. Subject to the restrictions described under Prohibited Uses below, the following are “Permitted Uses” of Content:
1. advertising and promotional projects, including printed materials, product packaging, presentations, catalogues, brochures, promotional greeting cards and promotional postcards (ie. not for resale or license);
2. entertainment applications, such as books and book covers, magazines, newspapers, editorials, newsletters.
3. on–line or electronic publications, including web pages to a maximum of 800 x 600 pixels;
4. prints, posters (i.e. a hardcopy) and other reproductions for personal use or promotional purposes specified in (1) above, but not for resale, license or other distribution; and
5. any other uses approved in writing by Zepp Graphical. If there is any doubt that a proposed use is a Permitted Use, you should contact Zepp Graphical.
Standard License Prohibitions
(a) Prohibited Uses. You may not do anything with the Content that is not expressly permitted in the preceding section or permitted by an Extended License. For greater certainty, the following are “Prohibited Uses” and you may not:
1. use the Content in design template applications intended for resale, whether on-line or not, including, without limitation, web site templates, Flash templates, business card templates, electronic greeting card templates, and brochure design templates;
2. use or display the Content on web sites or other venues designed to induce or involving the sale, license or other distribution of “on demand” products, including postcards, mugs, t-shirts, posters and other items;
3. use the Content in any posters (printed on paper, canvas or any other media) or other items for resale, license or other distribution for profit;
4. use any of the Content as part of a trade-mark, design-mark, trade-name, business name, service mark, or logo;
5. incorporate the Content in any product that results in a re-distribution or re-use of the Content (such as electronic greeting card web sites, web templates and the like) or is otherwise made available in a manner such that a person can extract or access or reproduce the Content as an electronic file;
6. use the Content in a fashion that is considered by Zepp Graphical (acting reasonably) as or under applicable law is considered pornographic, obscene, immoral, infringing, defamatory or libelous in nature, or that would be reasonably likely to bring any person or property reflected in the Content into disrepute;
7. use or display any Content that features a model or person in a manner that (i) would lead a reasonable person to think that such person uses or personally endorses any business, product, service, cause, association or other endeavor; or (ii) that depicts such person in a potentially sensitive subject matter, including, but not limited to mental and physical health issues, social issues, sexual or implied sexual activity or preferences, substance abuse, crime, physical or mental abuse or ailments, or any other subject matter that would be reasonably likely to be offensive or unflattering to any person reflected in the Content;
8. to the extent that source code is contained within the Content, reverse engineer, decompile, or disassemble any part of such source code;
9. remove any notice of copyright, trade-mark or other proprietary right from any place where it is on or embedded in the Content;
10. sub-license, re-sell, rent, lend, assign, gift or otherwise transfer or distribute the Content or the rights granted under this Agreement;
11. install and use the Content in more than one location at a time or post a copy of the Content on a network server or web server for use by other users;
12. use or display the Content in an electronic format that enables it to be downloaded or distributed via mobile devices or shared in any peer-to-peer or similar file sharing arrangement;
13. use the Content for editorial purposes without including the following credit adjacent to the Content: “©Zepp Graphical.
Term of Agreement
(a) This Agreement is effective until it is terminated. You can terminate this Agreement by destroying the Content and any Permitted Derivative Works, along with any copies or archives of it or accompanying materials (if applicable), and ceasing to use the Content for any purpose. The Agreement also terminates without notice from Zepp Graphical if at any time you fail to comply with any of its terms. Upon termination, you must immediately (i) cease using the Content and for any purpose; (ii) destroy or delete all copies and archives of the Content or accompanying materials; and (iii) if requested, confirm to Zepp Graphical in writing that you have complied with these requirements.
(b) Zepp Graphical reserves the right to elect at a later date to revoke or amend the license granted by this Agreement and replace the Content with an alternative for any reason.
Limited Representations and Warranties
(a) THE CONTENT IS PROVIDED “AS IS” WITHOUT REPESENTATION, WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. ZEPP GRAPHICAL DOES NOT REPRESENT OR WARRANT THAT THE CONTENT WILL MEET YOUR REQUIREMENTS OR THAT ITS USE WILL BE UNINTERRUPTED OR ERROR FREE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE CONTENT IS WITH YOU. SHOULD THE CONTENT PROVE DEFECTIVE, YOU (AND NOT ZEPP GRAPHICAL) ASSUME THE ENTIRE RISK AND COST OF ALL NECESSARY CORRECTIONS.
(b) Certain jurisdictions do not allow the exclusion of implied warranties, so the above exclusion may not apply to you. You have specific rights under this warranty, but you may have others, which vary from jurisdiction to jurisdiction.
Limitation of Warranties and Liability
(a) Zepp Graphical’s entire liability and your exclusive remedy, with respect to any claims arising out of your use of the Content, shall be as follows:
1. You may, upon request to Zepp Graphical, have the file resent to you.
2. If you continue to be experience difficulties, Zepp Graphical will refund the fee actually paid by you for such Content, provided Zepp Graphical determines in its sole and absolute discretion that you have been unable to receive such Content successfully.
(b) IN NO EVENT SHALL ZEPP GRAPHICAL OR ANY OF ITS AFFILIATES OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, PARTNERS OR AGENTS BE LIABLE FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING DAMAGES FOR LOSS OF PROFITS, INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) 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, OR EXPLOITATION OF THE CONTENT, OR ANY PART THEREOF, OR ANY RIGHTS GRANTED TO YOU HEREUNDER, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER THE ACTION IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR OTHERWISE.
(c) IN ANY EVENT, THE TOTAL MAXIMUM AGGREGATE LIABILITY OF ZEPP GRAPHICALUNDER THIS AGREEMENT, THE LICENSE PROVIDED HEREUNDER, OR THE USE OR EXPLOITATION OF ANY OR ALL OF THE CONTENT IN ANY MANNER WHATSOEVER SHALL BE LIMITED TO THE FEES ACTUALLY PAID BY YOU TO ZEPP GRAPHICAL UNDER THIS AGREEMENT IN RESPECT OF THE USE OF THE RELEVANT CONTENT.
(d) SOME JURISDICTIONS DO NOT ALLOW FOR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
You agree to indemnify, defend and hold Zepp Graphical, its affiliates, its Content providers and their respective directors, officers, employees, shareholders, partners and agents harmless from and against any and all claims, liability, losses, damages, costs and expenses (including reasonable legal fees on a solicitor and client basis) incurred by Zepp Graphical as a result of or in connection with any breach by you or anyone acting on your behalf of any of the terms of this Agreement.
(a) You specifically agree and acknowledge that you have, reviewed the terms of this 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.
(b) Zepp Graphical’s failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right.
(c) This Agreement is personal to you and is not assignable by you without Zepp Graphical's prior written consent. Zepp Graphical may assign this Agreement without your consent to any other party so long as such party agrees to be bound by its terms.
(d) If all or part of any provision of this Agreement is wholly or partially unenforceable, the parties or, in the event the parties are unable to agree, a court of competent jurisdiction, shall put in place of such whole or part provision an enforceable provision or provisions, that as nearly as possible reflects the terms of the unenforceable whole or part provision.
(e) You agree 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 to you, or of your use of the Content, pursuant to this Agreement.
(f) This Agreement will be governed under the laws of Pennsylvania and the federal laws of the United States applicable therein (without reference to conflicts of laws principles). This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. You consent to service of any required notice or process upon you by registered mail or overnight courier with proof of delivery notice, addressed to the address or contact information provided by you at the time the Content was downloaded, or such other address as you may advise us in writing to use, from time to time.
(g) Any and all disputes arising out of, under or in connection with this Agreement, including without limitation, its validity, interpretation, performance and breach, shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by a single Arbitrator appointed in accordance with such rules. The arbitration shall take place in Garnet Valley, Pennsylvania or the closest viable location, and shall be conducted in the English language.
If you have concerns relating to this Agreement, please contact Zepp Graphical at firstname.lastname@example.org or via phone at (610) 364-1576.
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND HAD AN OPPORTUNITY TO SEEK INDEPENDENT LEGAL ADVICE PRIOR TO AGREEING TO IT. IN CONSIDERATION OF ZEPP GRAPHICAL AGREEING TO PROVIDE THE CONTENT, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND ZEPP GRAPHICAL, WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN YOU AND ZEPP GRAPHICAL RELATING TO THE SUBJECT OF THIS AGREEMENT.