COMMERCIAL USE LICENSE

1. Key Definitions

(a) “You” means you, or if you are assenting on behalf of your employer or another entity, then “You” means such employer or other entity.

(b) “License Fee” means the total upfront license fee set by the Rightsholder that is payable in consideration for the licenses granted under this License, as displayed at the time of purchase in the “Price” field in the “Order Summary” area of the mDistribute website.

(c) “Permitted Uses” means any use of the Work permitted under Section 2(f)

d) “Prohibited Use” means any use of a Work that is not a Permitted Use, including without limitation the uses identified in Section 2(b) below.

(e) “Work” means an original film, song, video, or any other artistic work of authorship made available for licensing by the Rightsholder under the terms of this License.

2. License Grant; Restrictions

(a) Subject to the terms and conditions of this License, the Rightsholder hereby grants You a non-exclusive, royalty-free, non-transferable, perpetual, worldwide license to access, download, and use the Work for one or more of the Permitted Uses. All other rights in and to the Work, including, without limitation, all copyright and other intellectual property rights relating to the Work, are expressly reserved by the Rightsholder.

(b) This License does not authorize You to make any Prohibited Use of the Work and You may not use the Work for any Prohibited Uses without the separate written consent of the Rightsholder. Without limiting the foregoing, You may not:

(i) use or display the Work in a manner that is obscene, infringing, defamatory, libelous, hateful or discriminatory, invasive of rights of privacy or publicity, or that violates any other law or proprietary right;

(ii) to the extent that source code is contained within the Work, reverse engineer, decompile or disassemble any part of such source code.

(c) Except as expressly provided herein, the license granted hereunder is not transferable by You to any third party. You may, however, transfer files containing copies of the Work or any work derived from or incorporating the Work to third parties solely for the purpose of reproduction or distribution in connection with Permitted Uses, provided that such third parties will have no further or additional rights to use the Work.

(d) Unless specifically instructed otherwise in writing by the Rightsholder, You may not remove or obscure any copyright notices, credits, attribution or other information that is included in or on the Work, including in connection with uses of the Work in derivative works or collective works.

(e) Nothing in this License is intended to reduce, limit or restrict any rights available under any Creative Commons or other license in existence for the Work, or any rights arising from fair use or other limitations on the exclusive rights of a copyright owner under copyright law or other applicable laws.

(f) The following are Permitted Uses:

Use and Distribution in Digital Applications

Use and distribution in digital applications include, but are not limited to, use and distribution in mobile device applications, mobile web applications, web and software templates, screen savers, and use and distribution in a template or other digital application that is offered for resale, license, download, or other commercial distribution to third parties.

Example uses include, but are not limited to, the following:

    * applications for display and download on mobile devices
    * websites and website templates
    * business card templates
    * PowerPoint™ templates
    * Brochure design templates
    * wallpapers
    * screen savers
    * online greeting cards

3. Payment Terms

In consideration of the license granted hereunder, You agree to pay Rightsholder the License Fee displayed at the time of purchase in the “Price” field in the “Order Summary” area of the mDistribute Website using the facilities provided on the mDistribute Website. This License is subject to payment of the License Fee and will not become effective until the License Fee is has been paid in full through the procedures described on the mDistribute Website and an email has been sent to You from mDistribute confirming that this License has become effective.

4. Format and Delivery of Works

Subject to the terms of this License, the Rightsholder agrees to provide or make available to the You via the mDistribute Website a single copy of the Work in a digital format appropriate for the type of Work (e.g., videos in an MPEG-4 format).

If You are able to access and download the Work from the Internet in an appropriate format and, for images, at the resolution described above, the Rightsholder will have satisfied its obligations under this Section. Otherwise, the Rightsholder agrees to provide You with an electronic copy of the Work that meets the specifications above, whether by email, FTP download or other means reasonably agreed to between the Rightsholder and You.

5. Termination

(a) Unless earlier terminated as described below, and subject to the terms hereof, the term of this License perpetual.

(b) The Rightsholder reserves the right to release the Work under different license terms or to stop distributing the Work at any time; but any such election will not affect this License, which will continue in full force and effect until it is terminated as described below.

(c) Notwithstanding the foregoing, after this License is terminated, You may continue to use and distribute, within the scope of this License, the following materials incorporating the Work to the extent such materials were produced under this License:
any printed or hard copy materials incorporating the Work; and
any electronic materials embodying or incorporating a derivative work based on the Work, where the original Work has been substantially transformed in the course of creating the derivative work and is not reasonably capable of being extracted and downloaded by any third party as a stand-alone file (separate from the rest of the derivative work).
Subject to the limitations set forth above, the continuing license under this Section 5(c) shall continue for so long as such materials exist. Except as expressly provided in this Section, if You wish to continue to use to use the Work after this License is terminated, You must purchase another license.

(d) This License and the rights granted hereunder will terminate automatically if You breach the terms of this License or if your purchase of this License is canceled for any reason. Upon such a termination, You must immediately cease using the Work for any purpose, including the use of any materials incorporating the Work or any derivative work thereof that were produced while this License was in effect, and use best efforts to promptly delete or destroy all copies of the Work. Except as provided in Section 5(e) below, in no event will termination of this License entitle You to a refund of the License Fee.

(e) You may be entitled to a refund from the Rightsholder in accordance with the mDistribute Refund Policy, available on the mDistribute Website, under the following circumstances: (i) the Rightsholder breaches the terms of this License and as a result of such breach You are required to discontinue using the Work, or (ii) the Rightsholder fails to make available a suitable electronic copy of the Work as described in Section 4 above, or (iii) as otherwise expressly provided in the Refund Policy.

(f) Sections 1, 5(c), 5(e), 5(f), and 6 through 9, as well as the terms of the mDistribute Notice at the end of this License, will survive any termination of this License.

6. Representations and Warranties

(a) The Rightsholder represents and warrants that (i) he/she/it has the rights to enter into this License and to grant the licenses authorized hereunder and that the terms of this License do not and will not violate any other agreement to which the Rightsholder is a party, and (ii) all necessary legally binding releases, including without limitation model and property releases, have been obtained for the licensing and use of the Work as contemplated hereunder.

(b) EXCEPT AS EXPRESSLY STATED HEREIN (INCLUDING SECTION 4 HEREOF), THE RIGHTSHOLDER OFFERS THE WORK “AS-IS” AND MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND CONCERNING THE WORK, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE, MERCHANTIBILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, ACCURACY, OR THE PRESENCE OF ABSENCE OF ERRORS OR LATENT OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO SUCH EXCLUSION MAY NOT APPLY TO YOU.

7. Limitation of Liability

EXCEPT TO THE EXTENT REQUIRED BY APPLICABLE LAW, IN NO EVENT SHALL THE RIGHTSHOLDER BE LIABLE FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES WHATSOEVER IN CONNECTION WITH ANY CLAIM, LOSS, DAMAGE, ACTION, SUIT OR OTHER PROCEEDING ARISING UNDER OR OUT OF THIS LICENSE, INCLUDING WITHOUT LIMITATION YOUR USE OF THE WORK, OR ANY PART THEREOF, OR ANY RIGHTS GRANTED TO YOU HEREUNDER, EVEN IF RIGHTSHOLDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 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.

8. Indemnification

You hereby indemnify, and agree to defend and hold harmless the Rightsholder and, if applicable, its directors, officers, employees, and agents (collectively, the “Rightsholder Indemnitees”) from and against any and all claims, liability, losses, damages, costs and expenses (including reasonable attorneys’ fees) incurred by any Rightsholder Indemnitee as a result of or in connection with any breach of any of the terms of this License by You or anyone acting on Your behalf.

9. General Provisions

(a) This License is personal to You and is not assignable by You without the Rightsholder’s prior written consent and any unauthorized assignment shall be void and of no force or effect. The Rightsholder may assign this License without Your consent to any other party so long as such party agrees to be bound by all its terms.

(b) If any provision of this License is judicially determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and the License shall be construed as though it had never contained the offending provision or portion.

(c) This License constitutes the entire agreement between You and the Rightsholder with respect to the subject matter hereof and may not be modified except in a separate writing signed by both parties or processed through mDistribute.

(d) Unless the Rightsholder has specified the laws of another jurisdiction in the Special Terms portion of this License, this License shall be interpreted, construed, governed and enforced in accordance with and under the laws of the State of Colorado, USA, without giving effect to the principles thereof of conflicts of law.

mDistribute NOTICE

mDistribute is not a party to this License, and mDistribute makes no warranty whatsoever in connection with this License or the Work licensed hereunder. You hereby agree that mDistribute will not be liable to You or any other party on any legal theory for any damages whatsoever, including without limitation any general, special, incidental or consequential damages arising in connection with this license.

mDistribute IS NOT A LAW FIRM AND DOES NOT PROVIDE LEGAL SERVICES. DISTRIBUTION OF THIS LICENSE DOES NOT CREATE AN ATTORNEY-CLIENT RELATIONSHIP. mDistribute PROVIDES THIS INFORMATION ON AN “AS-IS” BASIS. mDistribute MAKES NO WARRANTIES REGARDING THE INFORMATION PROVIDED, AND DISCLAIMS LIABILITY FOR DAMAGES RESULTING FROM ITS USE.

EXCEPT FOR THE LIMITED PURPOSE OF INDICATING TO THE PUBLIC THAT THE WORK IS LICENSED UNDER THIS LICENSE, mDISTRIBUTE DOES NOT AUTHORIZE THE USE BY EITHER PARTY OF THE MARK “mDistribute” OR ANY OTHER TRADEMARK OR LOGO OF mDistribute WITHOUT ITS PRIOR WRITTEN CONSENT.

THE USE OF THIS LICENSE BY ANY PERSON, INLCUDING WITHOUT LIMITATION ANY RIGHTSHOLDER OR OTHER USER OF THE mDISTRIBUTE SERVICE, SHALL CONSTITUTE SUCH PERSON’S AGREEMENT TO THE TERMS OF THIS mDISTRIBUTE NOTICE.