RIGHTS-MANAGED END USER LICENSE AGREEMENT
This is a legal agreement between you, the “Licensee”, and Sun Group Design, LLC, the “Licensor” or “SGD”, for licensing use and reproduction rights for Licensor’s proprietary human factors mannequins (“Works”). Please read this agreement carefully before purchasing, downloading or using any SGD Works from this web site. Your right to use and reproduce the Works is subject to the terms, conditions and restrictions set forth in this agreement, and is conditioned upon your full payment of the license fee prior to your reproduction of the Works. By clicking the “I accept” button or by downloading any Works, you agree to be bound by the terms of this agreement. If you do not agree to be bound by all of the sections of this license agreement, do not purchase Works from this site but instead click on the “cancel” button to decline this agreement.
1. Grant of License and Payment
If you are entering into this agreement on behalf of your employer, the license granted and restrictions and limitations recited herein apply to your employer, and to you as a representative of your employer.
You agree not to reproduce or use the Works in any manner including but not limited to layouts, hard copies, or digitalization until you first negotiate a use fee and pay our invoice for the uses you require.
No rights are granted until payment is made to SGD even though you have received an invoice. The Invoice/Copyright License we grant is only to you and cannot be assigned or transferred without our prior written consent. Your use of the Works is strictly limited to the parameters established on our Invoice/Copyright License under “Use Rights Granted”. Any use beyond those specified is a violation of U.S. copyright law. In the event Works from SGD are published, copied, or used in any way without first obtaining a proper Invoice/Copyright License for that use, SGD may seek damages against you. At its option, SGD may issue a retroactive use license for Works used without proper license in place prior to use. Retroactive use license fees will be assessed at a rate of up to ten times the normal use rate. Unless specifically stated under “Use Rights Granted”, licenses do not include any form of distribution of Works to third parties.
The Works are strictly limited to the specific use, medium, period of time, design project, territory and any other restrictions specified in our Invoice/Copyright License. The terms specified on the Invoice/Copyright License shall not be modified without the express written consent of SGD. Fees assessed for your use of the Works depends on the nature of the rights granted. You shall not undertake any expanded use of the Works without the prior written approval of SGD and the payment of any additional use fees required by SGD for such expanded use. You shall promptly notify SGD of any expanded use of the Works for which you have not received SGD’s prior approval, and shall pay to SGD any additional Use Fee required by SGD for such expanded use.
Any rights we grant to you for Works from this web site are non-transferable. You may not re-sell, rent, loan, give, sublicense, or otherwise transfer to anyone the Works or the right to reproduce the Works (except insofar as it has been incorporated by you into one of the permitted uses outlined in the Invoice/Copyright License) and nothing you produce shall grant or purport to grant to any third party a right to reproduce or duplicate the Works. You agree to take all commercially reasonable steps to prevent third parties from reproducing, duplicating, or distributing the Works.
2. Overdue Invoices
Your use of the Works is predicated on the payment in full for the use of the Works. Should you use Works and not make full payment, you are in violation of U.S. copyright law and subject to penalties. In such a case, SGD reserves the right, in its sole discretion, to revoke the license if payment is not made in full, and may use all legal means to collect damages. Unless you pay by Credit Card, all invoices are payable net thirty (30) days. A finance charge of 1.5% per month will be applied on any balances unpaid after thirty (30) days.
3. License Cancellation Fee
If SGD receives your request in writing to cancel the License within seven (7) days of the date of downloading or otherwise taking delivery of the Works, SGD may cancel this License Agreement and issue a credit to your account or credit card equal to one hundred percent (100%) of the License fee. No refunds or cancellations will be accepted after seven (7) days with the subsequent exception as mentioned in Section 7, “Warranty and Limitation of Liability”.
4. Additional Rights
If you are unsure of your usage rights under this agreement, or if you wish to use Works in a manner not specified or permitted under this agreement, please contact SGD by telephone at e-mail: sungrp5@comcast.net.
5. Copyright
All Works are Copyright 2011 Sun Group Design, LLC. Sun Group Design, LLC, owns all rights to the Works. All rights not specifically granted to you by the Invoice/Copyright License are reserved. You agree to provide applicable copyright notice and/or protection of Works in your final product.
You do not acquire any right, title or interest in or to any Works by the download of Works or by the granting of the license to reproduce and use Works. No copyrighted material or copyright notices shall be removed from any digital file.
6. Credit
The following credit line must appear adjacent to any licensed Works utilized: Copyright 2011 Sun Group Design, LLC.
7. Warranty and Limitation of Liability
The representations and warranties of Sun Group Design, LLC, made herein will have no force or effect if the licensed Works are used by you in any manner not specifically authorized in this agreement or you are otherwise in breach of this agreement.
SGD warrants to you that the digital or analog copy of the Works in the form downloaded by you or delivered by SGD by any means to you will be free from defects in material and workmanship (not including “artifacts” or other flaws inherent in prints of the particular vintage) for thirty (30) days from the date of delivery. The sole and exclusive remedy for a breach of the foregoing warranty is the replacement of the digital or analog copy of the Licensed Material or refund of the License fee paid by you, at SGD’s option.
SGD makes no representation of warranty, either express or implied, included but not limited to any implied warranties of merchantability, fitness for any particular purpose, non-infringement, quality of Works, or compatibility with any computer hardware or other equipment, operating system or software program.
Under no circumstances will SGD, its directors, officers, employees, partners or agents or the owner of the Works be liable to you for any direct, incidental, consequential, indirect or punitive damages as a result of the use of this web site or from your access or use of the Works. In any event, the limit of liability of the copyright owner of the Works and of SGD shall be the fee paid to SGD for licensing the Works.
All rights not specifically granted herein to you are reserved for SGD’s use and disposition without any limitations whatsoever.
8. Indemnification
You agree to indemnify and to hold SGD, its officers, directors, employees, and agents harmless from any claims, liabilities, losses and damages (including reasonable attorney’s fees and expenses) arising from any use or reproduction of the Works and/or use of this web site.
9. Condition of Works
You are responsible for examining all licensed Works for possible defects prior to reproduction and/or use. SGD shall not be liable for any loss or damage suffered by you or any third party, whether directly or indirectly, arising from any alleged or actual defect in any Licensed Works or in any way from reproduction or use of the Works.
10. Use of Works
No Works may be used in connection with any potentially sensitive issue including, but not limited to sex, sexual preference, pornography, diseases of any kind, drug or alcohol abuse, domestic violence, mental or physical abuse, substance abuse, alcohol, tobacco products, pregnancy, birth control, physical or mental challenges, homelessness, political campaigns, plastic or cosmetic surgery or possible defamation or disparagement of character or product, without obtaining prior written consent from SGD.
You agree that you will not use the Works for any unlawful purpose, or to defame any person, or to violate any person’s right of privacy or publicity, or to infringe upon any trade name, trademark or service mark of any entity.
11. Electronic Delivery and Storage
For all licensed Works that you take delivery via download, you must provide the copyright symbol and our company name, Sun Group Design, LLC, as part of the electronic file. You may only download the Works onto one (1) computer hard drive or other computer medium and may not otherwise make, use or distribute copies of the Works for any purpose except as otherwise provided in this agreement and the Invoice/Copyright License. Notwithstanding the foregoing, you shall be allowed to make one (1) backup copy for security reasons only. You may not use the Works on any image storage jukebox, network configuration or similar computer network arrangement, unless such rights are granted by the Invoice/Copyright License.
Upon the expiration of the License or earlier termination of this agreement, any and all digital files which we supplied or you have created and stored in ANY format including but not limited to hard disk, tape, optical disk, CD-ROM, floppy disk or other media MUST BE REMOVED from your computer or other electronic storage system, unless you plan to re-license use of the Works, in which case you must notify us immediately for a fee reassessment.
Should SGD deliver to you digital files of the Works, the delivery of those digital files is solely an accommodation to our clients. SGD does not warrant that the digital delivery will be on a timely basis, uninterrupted, error free or compatible with a client’s particular system. SGD makes no warranty, either express or implied, including without limitation, any implied warranties of merchantability or fitness for a particular purpose. In no event shall SGD be liable for any direct, indirect, incidental, special or consequential damages arising out of or relating to the digital delivery of the Works.
12. Miscellaneous Terms
This agreement incorporates the entire understanding of the parties concerning the subject matter contained herein. No variation of any of the terms in this agreement shall be effective unless agreed to in writing by an authorized representative of Sun Group Design, LLC (Licensor), and you (Licensee).
No part of the content of SGD’s website or other advertising materials shall form a part of this agreement. No action of SGD, other than an express written waiver, may be construed as a waiver of any term 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 a 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 those rights or remedies on any other occasion. Should any clause of this agreement be found unenforceable, that will not affect any other clause and each will remain in full force and effect. In the event of any inconsistency between the terms contained herein and the terms contained on any purchase order sent by you, the terms of this agreement shall govern.
The interpretation of this agreement shall be governed by the laws of the State of New Mexico, United States of America. 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 Albuquerque, New Mexico 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 New Mexico. If recipient of this contract 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, said recipient expressly agrees that any dispute regarding this contract shall be adjudicated within the United States in the manner described here. Copyright claims shall be brought in the U.S. District Court for the District of New Mexico. If SGD is caused to present claims or suit to you as a result of any breach of the above terms set forth, it shall be made whole for all reasonable legal fees and costs incurred.