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Promotions Made Easy Web Site and Materials: Terms and Conditions of Use NOTICE TO USER: THIS IS A LEGAL AGREEMENT BETWEEN YOU (“USER”) and THE HTA GROUP, INC. D/B/A CEREBRATE MARKETING D/B/A PROMOTIONS MADE EASY (hereafter "THE COMPANY"). If you are obtaining copy righted creative materials including image reproduction rights on behalf of your employer, you represent that you have the authority and right to bind the employer to the terms contained in this Agreement. THE COMPANY reserves the right to alter, modify or update these terms of use at any time and you agree to be bound by such modifications, alterations or updates. OWNERSHIP OF THIS WEB SITE: www.promotionsmadeeasy.com This Web site is owned and operated by THE COMPANY. All elements of the site, including the content and the general design are protected by copyright, trademark, trade dress and other United States and international laws or treaties relating to intellectual property. PERMITTED USAGE Material(s) may not be used in any way until an invoice granting usage rights is paid in full. Unless otherwise agreed, use of any Material(s) and any derivative works or copies (collectively, the “Material(s)”) is made available for use in the United States only and is limited to twelve months from date of invoice. All other rights are reserved to THE COMPANY. USER must contact THE COMPANY at support@promotionsmadeeasy.com to obtain usage rights for additional use or you must obtain usage rights using Promotion Made Easy’s online purchasing system. RESTRICTIONS AS TO USE The following uses are prohibited: Use of the Material(s) beyond the terms of the limited usage rights Agreement without first obtaining additional usage rights, including any electronic reproduction or promotional rights. Create any derivative use of Material(s) unless indicated on the invoice. Transfer of usage rights, rental or lease any of the Material(s). Use the Material(s) in a manner that is defamatory, pornographic or obscene, whether directly or in context or juxtaposition with specific subject matter. Use the Material(s) in any way that violates a depicted person’s right of privacy or publicity, or to infringe on any trade name, trademark or service mark. Archive, republish or transmit any Material(s) on any database or to a network or bulletin board or otherwise distribute or allow any of the Material(s) to be distributed to or used by anyone other than the authorized users, without prior written consent from THE COMPANY. Use any Material(s) in any electronic template or application, including those that are Web-based, where the purpose is to create multiple impressions of an electronic or printed product, including, but not limited to, Web site designs, presentation templates, electronic greeting cards, business cards or any other electronic or printed matter without obtaining a usage rights for such purpose. Use the Material(s) to promote a business that sells or licenses photographic images, or otherwise competes with THE COMPANY in any manner. Ship, transfer or export any of the Material(s) into any country or use any of the Material(s) in any manner prohibited by any export laws, restrictions or regulations. MATERIALS ACQUIRED Materials made available on this web site to the user pursuant to the terms and conditions of this Agreement. SENSITIVE USE DISCLAIMER User may not use the Material(s) in any manner that would be deemed offensive to the model. Offensive uses include but are not limited to the use of Material(s) that involves or implies illegal activities, medical conditions or procedures, other health and mental health issues, substance abuse, welfare or economic aid, dating agencies, sexual preference, teen pregnancy, abortion and adoption, political or religious affiliation, smoking or alcohol usage, feminine hygiene, incontinence or impotence. If any Material(s) featuring a model is used in (i) a manner that would lead a reasonable person to believe that the model personally uses or endorses a product or service; or (ii) in connection with a subject that would be unflattering or controversial to a reasonable person, User must accompany each such use with a conspicuous statement that indicates that the person so pictured is a model and the Material(s) is used for illustrative purposes only. TERMINATION THE COMPANY reserves the right to automatically terminate usage without notice if you or your employer fails to comply with any provision of this Agreement or any usage Agreement issued by THE COMPANY. Upon termination, you and your employer must immediately stop using the Material(s), delete the Material(s) and all copies from all magnetic media and destroy all other copies. THE COMPANY reserves the right to discontinue the use of any Material(s) for any reason and elect to replace the Material(s) with an alternate image. Upon notice of any discontinuance of the use of a particular Material(s), you, your employer and your client, if applicable, agree not to use the Material(s) in the future. DIGITAL FILES Except as permitted under a usage Agreement, USER must delete any Material(s) downloaded and stored in any electronic and removable media and destroy any other copy of the Material(s). RETURN POLICY All Material(s) downloaded from the Web site are NON-RETURNABLE. All sales of these items are final. LINKS TO THIRD PARTY SITES Any linked sites are not under THE COMPANY’S control and it is not responsible for the contents of any linked site or any link contained in a linked site, or any changes or updates to such sites. THE COMPANY is not responsible for Web casting or any other form of transmission received from any linked site. You acknowledge that THE COMPANY provides the links to you only as a convenience and it does not endorse the linked sites or their use or contents. INDEMNITY USER agrees to indemnify and hold THE COMPANY, and the copyright holder, harmless from any and all claims, liabilities, damages, costs and expenses, including reasonable attorney's fees, arising from the unlawful use of Materials or any breach of this Agreement. GENERAL DISCLAIMERS THE COMPANY 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 MATERIALS, AND THE USER MUST SATISFY ITSELF THAT ALL NECESSARY RIGHTS, CONSENTS OR PERMISSION AS MAY BE REQUIRED FOR REPRODUCTION ARE SECURED. THE COMPANY IDENTIFIED THE CAPTION FOR MATERIALS TO THE BEST OF ITS ABILITY, BUT CANNOT BE HELD RESPONSIBLE FOR ERRONEOUS OR INCOMPLETE CAPTION INFORMATION. NO MODEL RELEASES OR OTHER RELEASES EXIST ON ANY MATERIALS UNLESS THE EXISTENCE OF SUCH RELEASE IS SPECIFIED IN WRITING BY THE COMPANY. DIGITAL FILES ARE PROVIDED "AS IS." THE COMPANY MAKES NO REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, INCLUDED BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, QUALITY OF IMAGE, OR COMPATIBILITY WITH ANY COMPUTER HARDWARE OR OTHER EQUIPMENT, OPERATING SYSTEM OR SOFTWARE PROGRAM. THE COMPANY MAKES NO REPRESENTATION OR WARRANTIES THAT THE USE OF THE SITE WILL BE UNINTERRUPTED OR ERROR FREE. THE USE OF THIS SITE IS AT YOUR OWN RISK. YOU MAY HAVE ADDITIONAL RIGHTS UNDER SOME STATE LAWS. LIMITATION OF LIABILITY UNDER NO CIRCUMSTANCES WILL THE COMPANY OR THE OWNER OF THE MATERIALS BE LIABLE FOR ANY DIRECT, INCIDENTAL, CONSEQUENTIAL, INDIRECT OR PUNITIVE DAMAGES AS A RESULT OF THE USE OF THIS SITE OR FROM YOUR ACCESS OR USE OF THE MATERIALS ON THIS SITE. IN ANY EVENT, THE LIMIT OF LIABILITY OF THE COPYRIGHT OWNER OF THE MATERIALS AND THE COMPANY SHALL BE THE FEE PAID FOR THE MATERIALS TO THE COMPANY. UNAUTHORIZED USE/RETROACTIVE USAGE RIGHTS FEE Any use of Material(s) in a manner not expressly authorized by this Agreement or in breach of a term of this Agreement constitutes copyright infringement, entitling THE COMPANY to exercise all rights and remedies available to it under copyright laws around the world. USER shall be responsible for any damages resulting from any such copyright infringement, including any claims by a third party. In addition and without prejudice to THE COMPANY other remedies under this Agreement, THE COMPANY reserves the right to charge and USER agrees to pay a fee equal to ten times THE COMPANY normal usage rights fee for use of the Material(s). MISCELLANEOUS Jurisdiction and Attorney’s Fees: Any and all disputes, with the exception of copyright claims, arising out of, under or in connection with this Agreement, including, without limitation, the validity, interpretation, performance and breach hereof, shall be settled by arbitration in the state of Georgia, pursuant to the rules of the American Arbitration Association. Judgment upon the award rendered may be entered in the highest court of the forum, State or Federal, having jurisdiction. This Agreement, its validity and effect, shall be interpreted under and governed by the laws of the State of Georgia. If USER is an agent for or an employee of a non-U.S. Company but operates in a place of business in the United States or its territories, expressly agrees that any dispute regarding this contract shall be adjudicated within Fulton County Georgia, United States in the manner described here. Copyright claims shall be brought in the Federal Court in the Northern District of Georgia, Atlanta division. USER agrees to be subject to the jurisdiction of the Federal Court. If THE COMPANY is caused to present claims or suit as a result of any breach of the above terms set forth, it shall be made whole for such reasonable legal fees or costs by USER. No Assignment: This Agreement is not assignable or transferable on the part of USER. No waiver: No action of THE COMPANY, other than express written waiver, may be construed as a waiver of any provision of this Agreement. A delay on the part of THE COMPANY in the exercise of its rights or remedies will not operate as a waiver of such rights or remedies. 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. Entire Agreement: This Agreement and the Invoice contains all the terms of the Agreement between THE COMPANY and USER and no term or conditions may be added or deleted unless made in writing and signed by 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 USER, the terms of this Agreement shall take precedence. COPYRIGHT AND OWNERSHIP User rights granted herein do not include or extend to copyright interests in the Materials provided. THE COMPANY specifically retains all ownership rights and copyright interests in the Materials provided. |
