User License Agreement

NOTICE

This End User License Agreement is current as of May 1, 2006 and supersedes any other agreement including any existing agreements on any NightGlass Image Center discs.

BY USING ANY NIGHTGLASS IMAGE CENTER PRODUCT ("Digital Media Files"), WHETHER VIA DOWNLOAD, ON CD ROM, DVD OR OTHER MEDIA, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING THIS AGREEMENT ON BEHALF OF YOUR EMPLOYER, THE LICENSE GRANTED AND RESTRICTIONS AND LIMITATIONS RECITED HEREIN APPLY TO YOUR EMPLOYER AS WELL AS TO YOU AS A REPRESENTATIVE OF YOUR EMPLOYER. SHOULD YOU CEASE WORKING FOR YOUR EMPLOYER, YOUR EMPLOYER MAY CONTINUE TO OPERATE UNDER THIS AGREEMENT.

Definitions

"Digital Media Files" are any images, animations, films, videos or other audio/visual representations recorded in any format that are owned or controlled by NightGlass Image Center.

"Royalty Free" indicates that aside from the purchase price, no further fees or compensation are due regardless of how many times the Digital Media files are used or how many projects they are used for, provided that they may be used by only a single user in accordance with the terms and conditions of this Agreement.

Grant Of License

You are granted a limited, nonexclusive, personal and nontransferable Royalty Free license to use and modify the Digital Media Files, subject to the terms and conditions below.

General Use Grant

The Digital Media Files may be incorporated into a derivative work such as a film feature, video, broadcast, multimedia work, advertisement, live performance, internet website, presentation or print project.

Restrictions on Products for Resale

The Digital Media Files and any derivative work thereof may not, in whole or in part, be used, sold, sublicensed, reproduced, distributed, displayed, incorporated into or otherwise made available as templates, standalone backgrounds, stock elements, effects imagery elements or downloadable files. The Digital Media Files and any derivative work thereof may not, in whole or in part, be included in any other clip media/stock product, library, collection, or set of clips for distribution or resale. These Restrictions apply even if the Digital Media Files have been significantly altered.

No Defamatory Use

The Digital Media 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 Digital Media Files.

Other Restrictions

The Digital Media Files may not under any circumstances be used in or in conjunction with, or as part of pornographic, obscene, fraudulent, libelous, infringing or illegal material.

Ownership

All right, title and interest in the Digital Media Files, including any updates or revisions thereto, is and shall remain the exclusive property of NightGlass Image Center, its licensors and their successors and assigns. Other than the limited license explicitly set forth in this Agreement, no interest in, or rights or licenses to the Digital Media Files are granted to you and no interest in, or rights or licenses to the Digital Media Files shall inure in or accrue to you, whether by implication, estoppel or otherwise. All rights of any kind in the Digital Media Files which are not expressly granted in this Agreement are entirely and exclusively reserved to and by NightGlass Image Center, its licensors and their successors and assigns.

Limitation on Liability

NightGlass Image Center will not be liable to you for any special, indirect, consequential, punitive, or incidental damages (including, without limitation, damages for loss of profits, business interruption, loss of business information, or any other pecuniary loss) arising out of the use of or inability to use the Digital Media Files. NIGHTGLASS IMAGE CENTER'S ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY SHALL BE LIMITED TO THE AMOUNT YOU PAID FOR THE PARTICULAR DIGITAL MEDIA FILES. Your rights may vary from state to state.

Indemnity

You agree to indemnify and hold NightGlass Image Center, its licensors, and their officers, directors, agents and employees, harmless from and against any claims, demands, losses, damages, liabilities or expenses of any kind arising from your use of the Digital Media Files in any form, any breach of the terms and conditions of this Agreement, or your negligent act, omission or willful misconduct.

Term and Termination

This Agreement shall be effective as of the earliest of the date you first break the seal on a disc containing, or download, install or use, the Digital Media Files and shall continue in effect until terminated. Unless expressly waived by NightGlass Image Center in writing, all license rights granted pursuant to this Agreement shall automatically terminate upon your breach of this Agreement. Your rights under this Agreement shall immediately terminate upon your cessation of business, insolvency, assignment of assets for the benefit of creditors, bankruptcy or appointment of a trustee for all or a portion of your assets. Upon termination of this Agreement for any reason, you shall immediately cease all use of the Digital Media Files in any form and immediately return or destroy all copies of the Digital Media Files in your possession or control. Any provisions in this Agreement that by their sense and context are intended to survive the termination of this Agreement shall survive such termination. Any cause of action that NightGlass Image Center may have against you for breach of this Agreement prior to the date of termination shall survive such termination.

Warranty

NightGlass Image Center warrants the Digital Media Files to be free from defects in material and workmanship for 90 days from delivery. Your sole and exclusive remedy for a breach of this warranty is the replacement of the Digital Media Files, applicable media or a refund of the purchase price, at the option of NightGlass Image Center. NIGHTGLASS IMAGE CENTER MAKES NO OTHER WARRANTIES OR REPRESENTATIONS WITH REGARD TO THE DIGITAL MEDIA FILES AND ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NONINFRINGEMENT ARE HEREBY DISCLAIMED.

Severability

If any term or provision of this Agreement shall to any extent be invalid or unenforceable, the remainder of this Agreement shall not be affected thereby. Each term and provision of the Agreement shall be valid and enforced to the fullest extent permitted by law.

Injunctive and Other Equitable Relief

You agree that the remedy at law for any breach or threatened breach of this Agreement by you would, by its nature, be inadequate, and that in such case NightGlass Image Center will be entitled, in addition to damages, to a restraining order, temporary and permanent injunctive relief, specific performance and other appropriate equitable relief, without showing or providing that any monetary damage has been sustained.

Assignment

You may not assign or otherwise transfer this Agreement or any rights hereunder without the prior written consent of NightGlass Image Center. A transfer of controlling interest in any entity shall constitute an assignment.

Entire Agreement

This is the entire agreement between the parties with regard to the subject matter hereof. It supersedes all prior or contemporaneous agreements, understandings, or representations with respect to the Digital Media Files. This Agreement may not be modified or amended except in a writing signed by both parties. Any preprinted terms on your purchase order shall be given no force or effect and no terms of a purchase order that conflict with this Agreement shall be binding on NightGlass Image Center.