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ROYALTY-FREE LICENSE AGREEMENT

THIS IS A LEGAL AGREEMENT BETWEEN LICENSEE, PURCHASER AND ANIMESTUDIOTUTOR. THIS AGREEMENT APPLIES TO LICENSES ISSUED VIA THE WEB AND IS APPLICABLE TO ONLINE, DIGITAL DELIVERY OF LICENSED MATERIAL.

1. Definitions. In this Agreement the following definitions apply:
1.1 "Invoice" means the computer-generated or pre-printed standard form invoice provided by AnimeStudioTutor or an authorized distributor that may include, without limitation, the Licensed Material selected, any limitations on the license in addition to those specified herein and the corresponding price for the license of such Licensed Material. The Invoice shall be incorporated into this Agreement and all references to the Agreement shall include the Invoice.
1.2 "Licensed Material" means any still image, animation, visual representation generated optically, electronically, digitally or by any other means, including any original digital files or any Reproductions thereof, or any other product protected by copyright, trademark, patent or other intellectual property right, which is licensed to Licensee by AnimeStudioTutor under the terms of this Agreement. Any reference in this Agreement to the Licensed Material shall be to each individual item within the Licensed Material and also to the Licensed Material as a whole.
1.3 "Licensee" means the person or entity purchasing a license hereunder or, if there is a separate Purchaser, the person or entity specifically designated as Licensee during the purchase process and set forth as such in the Invoice.
1.4 "Purchaser" means a person or entity purchasing the license hereunder on behalf of a third party Licensee.
1.5 "Reproduction" and "Reproduce" mean any form of copying or publication of the whole or part of any Licensed Material, via any medium by whatever means, and the distortion, alteration, cropping or manipulation of the whole or any part of the Licensed Material and the creation of any derivative work from the Licensed Material.
1.6 "User" means any employee or subcontractor of Licensee who: (i) downloads, manipulates, edits, modifies or saves the digital file containing the Licensed Material; (ii) is otherwise directly involved in the creative process utilizing the Licensed Material; or (iii) incorporates the Licensed Material within any derivative work.

2. Grant of Rights. Subject to the terms of this Agreement:
2.1 AnimeStudioTutor grants to Licensee a perpetual, non-exclusive, non-transferable, non-sublicensable, worldwide right to Reproduce the Licensed Material identified in the Invoice an unlimited number of times in any and all media for all purposes other than those uses prohibited under Section 3 of this Agreement.
2.2 Licensee may have the Licensed Material Reproduced by subcontractors of Licensee for preparation of a final product, provided that such subcontractors agree to abide by the provisions of this Agreement.
2.3 Licensee may store the Licensed Material in a digital library, network configuration or similar arrangement to allow the Licensed Material to be viewed by employees, partners and clients of Licensee, so long as there are no more than ten (10) Users. Licensee must purchase additional seat licenses if there are more than ten (10) Users before such additional use begins.

3. Restrictions.
3.1 Licensee may not sublicense, sell, assign, convey or transfer this Agreement or any of its rights under this Agreement.
3.2 Licensee may not: (i) make the Licensed Material available (separate from the end product into which it is incorporated) in any medium accessible by persons other than authorized Users; (ii) sell, license or distribute any end product containing the Licensed Material in a way that is intended to allow or invite a third party to download, extract or access the Licensed Material as a standalone file; (iii) include the Licensed Material in an electronic template intended to be Reproduced by third parties on electronic or printed products; or (iv) use or display the Licensed Material on websites or in any other medium designed to induce or involving the sale, license or other distribution of "on demand" products, including, without limitation, postcards, mugs, t-shirts, calendars, posters and other items.
3.3 Licensee may not falsely represent, expressly or impliedly, that Licensee is the original creator of a work that is a stand-alone pictorial, graphic or sculptural work or motion picture or other visual work that derives a substantial part of its artistic components from the Licensed Material.
3.4 Licensed Material shall not be incorporated into a logo, trademark or service mark.
3.5 Pornographic, defamatory or otherwise unlawful use of Licensed Material is strictly prohibited, whether directly or in context or juxtaposition with specific subject matter.
3.6 Licensed Material shall not be used contrary to any restriction on use provided to Licensee, including, without limitation, any restriction provided to Licensee prior to or at the time the Licensed Material is delivered to Licensee. Such restrictions may be included either in the information provided with the Licensed Material on AnimeStudioTutor' website or an authorized distributor's website or in any other written communication from AnimeStudioTutor. Any such restriction provided to Licensee shall be incorporated into this Agreement.
3.7 If the Licensed Material is Reproduced in an editorial manner, Licensee must include the copyright notice "© [insert current year] AnimeStudioTutor" appearing adjacent to the Licensed Material or on a credit page.
3.8 Where technically feasible, credit must be provided for any characters, props or background art Licensed Material used in a feature film, broadcast television or cable production and must read: "Characters and props by [AnimeStudioTutor]" or "Background art by [AnimeStudioTutor]" or "Characters and props by [other supplier/AnimeStudioTutor]" or "Background art by [other supplier/AnimeStudioTutor]".
3.9 Where Purchaser is licensing Licensed Material on behalf of a Licensee, Purchaser hereby represents and warrants that: (i) Purchaser is authorized to act as an agent on behalf of Licensee and has full power and authority to bind Licensee to this Agreement; and (ii) if Licensee disputes Purchaser's power and authority to act on behalf of Licensee with respect to this Agreement, Purchaser shall be bound and liable for any failure of Licensee to comply with the terms of this Agreement. Nothing in this Section 3.9 shall serve to excuse Purchaser's obligation to make payment to AnimeStudioTutor for the Licensed Material.

4. Copyright and Trademarks. 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 stated in this Agreement, AnimeStudioTutor grants Licensee no right or license, express or implied, to the Licensed Material. In connection with the use of "AnimeStudioTutor" or any other of AnimeStudioTutor trade names, trademarks, logos or service marks, Licensee acknowledges and agrees that (i) AnimeStudioTutor' Marks are and shall remain the sole property of AnimeStudioTutor; (ii) nothing in this Agreement shall confer upon Licensee any right of ownership in AnimeStudioTutor' Marks; and (iii) Licensee shall not now or in the future contest the validity of AnimeStudioTutor' Marks.

5. Warranty and Limitation of Liability.
5.1 AnimeStudioTutor warrants that: (i) it has all necessary rights and authority to enter into and perform this Agreement; (ii) the Licensed Material will be free from defects in material and workmanship for thirty (30) days from delivery (Licensee's sole and exclusive remedy for a breach of this warranty being the replacement of the Licensed Material); (iii) Licensee's use of the Licensed Material in its original form and when used in accordance with this Agreement, will not infringe on any copyright, moral right, trademark or other intellectual property right and will not violate any right of privacy or right of publicity; and (iv) all images, and/or property releases for use of the Licensed Material authorized under this Agreement have been obtained.
5.2 NEITHER ANIMESTUDIOTUTOR NOR ANY LICENSOR MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE LICENSED MATERIAL OR ITS DELIVERY SYSTEMS, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER ANIMESTUDIOTUTOR NOR ITS LICENSORS SHALL BE LIABLE TO LICENSEE OR ANY OTHER PERSON OR ENTITY FOR ANY PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES, OR LOST PROFITS OR ANY OTHER DAMAGES, COSTS OR LOSSES ARISING OUT OF THIS AGREEMENT, EVEN IF ANIMESTUDIOTUTOR OR ITS LICENSORS, AS APPLICABLE, HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES. SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES OR LIABILITY FOR CERTAIN CATEGORIES OF DAMAGES.

6. Indemnification.
6.1 Provided Licensed Material is only used in accordance with this Agreement and Licensee is not otherwise in breach of this Agreement and as Licensee's sole and exclusive remedy for any alleged or actual breach of the representations and warranties set forth in Section 5 above, AnimeStudioTutor shall defend, indemnify and hold Licensee harmless from all damages (excluding punitive damages not directly attributable to acts of AnimeStudioTutor), liabilities and expenses (including reasonable attorney's fees and permitted and authorized costs), arising out of or connected with any actual or threatened lawsuit, claim or legal proceeding alleging that AnimeStudioTutor is in breach of its warranties set forth in Section 5 above. The foregoing states AnimeStudioTutor' entire indemnification obligation under this Agreement.
6.2 Licensee shall defend, indemnify and hold AnimeStudioTutor harmless from all damages (excluding punitive damages not directly attributable to acts of Licensee), liabilities and expenses (including reasonable attorneys' fees and permitted and authorized costs), arising out of or as a result of claims by third parties relating to Licensee's use of any Licensed Material outside the scope of this Agreement or any other actual or alleged breach by Licensee of this Agreement.
6.3 The party seeking indemnification pursuant to this Section 6 shall promptly notify the other party of such claim. At indemnifying party's option, indemnifying party may assume the handling, settlement or defense of any claim or litigation, in which event indemnified party shall cooperate in the defense of any such claim or litigation. Indemnified party shall have the right to participate in such litigation, at its expense, through counsel selected by indemnified party. The indemnifying party will not be liable for legal fees or other costs incurred prior to the other party giving notice of the claim for which indemnity is sought.

7. Condition of Licensed Material. Licensee should examine all Licensed Material for possible defects (whether digital or otherwise) before sending any Licensed Material for Reproduction. Without prejudice to Section 5.1.(ii), AnimeStudioTutor 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 in any way from its Reproduction.

8. Cancellation on Overdue Invoices. If Licensee fails to pay AnimeStudioTutor' invoice in full within the time specified in the invoice, AnimeStudioTutor reserves the right, in its sole discretion, to revoke the license if payment is not made in full on time.

9. Termination and Revocation. The license contained in this Agreement will terminate automatically without notice from AnimeStudioTutor if Licensee fails to comply with any provision of this Agreement. Upon termination, Licensee must immediately (i) stop using the Licensed Material; (ii) destroy or, upon the request of AnimeStudioTutor, return the Licensed Material to AnimeStudioTutor; and (iii) delete and remove the Licensed Material from Licensee's premises, computer systems and storage (electronic or physical).

10. Miscellaneous Terms.
10.1 Unauthorized Use. Any use of Licensed Material in a manner not expressly authorized by this Agreement or in breach of a term of this Agreement (including, without limitation, use of Licensed Material by more than ten (10) Users without purchase of additional seat licenses) constitutes copyright infringement, entitling AnimeStudioTutor to exercise all rights and remedies available to it under copyright laws around the world. Licensee shall be responsible for any damages resulting from any such copyright infringement, including any claims by a third party. 10.2 Audit/Certificate of Compliance. Upon reasonable notice, Licensee shall provide sample copies of Reproductions containing Licensed Material to AnimeStudioTutor. In addition, upon reasonable notice, AnimeStudioTutor may, at its discretion, either through its own employees or through a third party, audit Licensee's records directly related to this Agreement and use of Licensed Material in order to verify compliance with the terms of this Agreement. Where AnimeStudioTutor reasonably believes that Licensed Material is being used by more than the authorized number of Users, or that Licensed Material is being used outside of the scope of the license granted under this Agreement, Licensee shall, at AnimeStudioTutor' request, provide a certificate of compliance signed by an officer of Licensee, in a form to be approved by AnimeStudioTutor.
10.3 Electronic Storage. For all Licensed Material that Licensee takes delivery of in electronic form, Licensee must retain the copyright symbol, the name of AnimeStudioTutor, and any other information as may be embedded in the electronic file containing the original Licensed Material that is stored on Licensee's computers. Licensee shall maintain a robust firewall to safeguard against unauthorized third-party access to the Licensed Material.
10.4 Withdrawal. Upon notice from AnimeStudioTutor, 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 for which AnimeStudioTutor may be liable herein, or if AnimeStudioTutor withdraws any Licensed Material for any good reason, Licensee will physically remove the Licensed Material from its premises, computer systems and storage (electronic or physical) and, if possible, cease any future use at its own expense. AnimeStudioTutor shall provide Licensee with comparable Licensed Material (which comparability will be determined by AnimeStudioTutor in its reasonable commercial judgment) free of charge, but subject to the other terms and conditions of this Agreement.
10.5. Governing Law. This Agreement will be governed in all respects by the laws of Jamaica, West Indies. Any disputes arising from this Agreement or its enforceability shall be settled by binding arbitration to be held in the jurisdiction of Jamaica, West Indies. Notwithstanding the foregoing, AnimeStudioTutor shall have the right to commence and prosecute any legal or equitable action or proceeding before any court of competent jurisdiction to obtain injunctive or other relief against Licensee in the event that, in the opinion of AnimeStudioTutor, such action is necessary or desirable.
10.6 Severability. If one or more of the provisions contained in the Agreement is found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected. Such provisions shall be revised only to the extent necessary to make them enforceable.
10.7 Waiver. No action of either party, other than express written waiver, may be construed as a waiver of any provision 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 either 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 rights or remedies on any other occasion.
10.8 Entire Agreement. This Agreement contains all the terms of the license 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 communication sent by Licensee, the terms of this Agreement shall govern.

© 2012 AnimeStudioTutor. All rights reserved. For further information send queries to: [email protected]
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