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Standard License TermsWe hereby grant to you a perpetual, non-exclusive, non-transferable worldwide
license to use the Content for the Permitted Uses. 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 Illustratit or the supplier of the Content, as the case may be. Permitted Standard License Uses:You may only use the Content for those advertising, promotional and other specified
purposes which are Permitted Uses (as defined below). For clarity, you may not use the Content in products for resale, license
or other distribution, unless (i) the proposed use is allowable under an Extended License which is available for the Content;
or (ii) if the original Content has been fundamentally modified or transformed sufficiently that it constitutes an original
work entitling the author or artist to copyright protection under applicable law, and where the primary value of such transformed
or derivative work is not recognizable as the Content nor is the Content capable of being downloaded, extracted or accessed
by a third party as a stand-alone file (satisfaction of these conditions will constitute the work as a “Permitted Derivative
Work” for the purposes of this Agreement). For example, you cannot superficially modify the Content, print it on a t-shirt,
mug, poster, template or other item, and sell it to others for consumption, reproduction or re-sale. These uses will not be
permitted as or constitute Permitted Derivative Works. If there is any doubt that a work is a Permitted Derivative Work, you
should either obtain an Extended License or contact Illustratit client relations for guidance. Any use of the Content that
is not a Permitted Use shall constitute infringement of copyright. Only you are permitted to use the Content, although you may transfer files containing
Content or Permitted Derivative Works to your clients, printers, or Illustratit for the purpose of reproduction for Permitted
Uses, provided that such parties shall have no further or additional rights to use the Content and cannot access or extract
it from any file you provide. You may install and use the Content in only one location at a time, although subject to the
Prohibited Uses and the other terms of this Agreement, you are entitled to utilize the Permitted Uses an unlimited number
of times. You may physically transfer the Content and its archives from one location to another, in which case you may use
the Content at the new location instead. You may make one (1) copy of the Content solely for back-up purposes, and you must
reproduce all proprietary notices on this single back-up copy. (c) Permitted Uses. The following are “Permitted Uses” of Content:
1. advertising and promotional projects, including printed
materials, product packaging, presentations, film and video presentations, commercials, 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, and video, broadcast and theatrical
presentations; 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 Illustratit. If there is any doubt that
a proposed use is a Permitted Use, you should contact Illustratit for guidance. 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, website
templates, Flash templates, business card templates, electronic greeting card templates, and brochure design templates; 2. use or display the Content on websites 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 (this includes custom designed websites, as well as sites such as www.cafepress.com); 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.
remove
any notice of copyright, trade-mark or other proprietary right from any place where it is on or embedded in the Content; 7. sub-license, re-sell, rent, lend, assign, gift or otherwise transfer
or distribute the Content or the rights granted under this Agreement; 8.
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; 9. 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;
10. use the Content for editorial purposes without including the following
credit adjacent to the Content: “©Illustratit.com Limitation of Warranties and Liability(a) Illustratit entire liability and your exclusive remedy, with respect to any
claims arising out of your use of the Content, or out of your actions in downloading the Content, shall be as follows: 1. You may, upon request to Illustratit, be permitted to download the
Content again, at a location Illustratit will provide for you; 2.
If
you continue to be unable to download the Content, Illustratit will refund the fee actually paid by you for such Content,
provided Illustratit determines in its sole and absolute discretion that you have been unable to download such Content successfully.
(b) IN NO EVENT
SHALL Illustratit OR ANY OF ITS AFFILIATES OR CONTENT PROVIDERS 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 Illustratit
UNDER 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 Illustratit 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. IndemnificationYou agree to indemnify, defend and hold Illustratit, its affiliates, its Content providers and
their respective directors, officers, employees, shareholders, partners and agents (collectively, the “Illustratit Parties”)
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 any Illustratit Party 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.
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