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CGtemplates.com Terms of use Use of this Web site means you agree to the following terms of use (the "Terms of Use"). If you do not agree with these terms you should leave this Web site (the "Site") immediately, not use the files herein, and/or not use this service. This Site is owned and operated by Cgtal.com a sole proprietorship of Sepehr Dehpour. (Hereafter collectively, "CGTAL.COM"). Any Content downloaded by you from this Site, including, without limitation, any files, images, movies incorporated in or generated by the software, and data accompanying the software (collectively, the "Content") is licensed to you by CGTAL.COM. Downloading the Content does not transfer title to the Content, or any intellectual property rights therein, to you. You may not redistribute or sell the content without written permission of CGTAL.COM. This Site contains copyrighted templates, animations, clips, images, videos, footage, text, music, and sounds (collectively the "Content") which is owned by CGTAL.COM or its licensors. It is illegal to duplicate, download or distribute any Content from this Site except for your use, and you are subject to the Usage Guidelines. You may not use identifiable entities in any manner that suggests the endorsement or association of any product or service or in connection with any pornographic or immoral materials. The design or layout of any Web site owned, operated, licensed, or controlled by or associated with CGTAL.COM, is protected by International laws and other intellectual property proprietary rights and may not be copied or imitated in whole or in part. LIMITATION OF WARRANTY AND DAMAGES EXCEPT AS PROVIDED IN THE END USER LICENSE AGREEMENT THAT COMES WITH THE PRODUCT, CGTAL.COM MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT TO ANY PRODUCT OR THE RELATED DOCUMENTATION AND TO THE EXTENT PERMITTED UNDER APPLICABLE LAW THE SITE IS DELIVERED "AS IS." THE WARRANTY STATED HEREIN IS EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY EXPRESS OR IMPLIED WARRANTY OF ACCURACY, CORRECTNESS, RELIABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT, AND SUCH WARRANTY CONSTITUTES THE ONLY WARRANTY MADE BY CGTAL.COM.WITH RESPECT TO THE SITE, CONTENT, AND PRODUCT. CGTAL.COM DOES NOT WARRANT THAT THE CONTENT OR FUNCTIONS CONTAINED IN THE SITE WILL BE FREE FROM ERRORS, INTERRUPTIONS, OMISSIONS, DEFECTS, VIRUSES, OR OTHER DAMAGING ELEMENTS, OR THAT CGTAL.COM WILL CORRECT ANY ERRORS, OMISSIONS, OR DEFECTS. YOU ASSUME THE COST OF SERVICE, REPAIRS, OR CORRECTIONS TO YOUR HARDWARE, SOFTWARE, OR OTHER EQUIPMENT. IN NO EVENT WILL CGTAL.COM OR ANY OF ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, LICENSORS, SUPPLIERS, OR DISTRIBUTORS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, ECONOMIC, OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE PRODUCT, EVEN IF CGTAL.COM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL LIABILITY OF CGTAL.COM OR ANY OF ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, LICENSORS, SUPPLIERS, OR DISTRIBUTORS EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING OR USING THIS SITE, OR PURCHASING OR DOWNLOADING PRODUCTS FROM THIS SITE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. LINKS TO THIRD-PARTY SITES. CGTAL.COM PROVIDES LINKS TO THIRD-PARTY SITES AS A CONVENIENCE TO YOU. CGTAL.COM DOES NOT CONTROL THIRD-PARTY SITES OR LINKS TO THIRD-PARTY SITES. CGTAL.COM IS NOT RESPONSIBLE FOR THE CONTENT OF ANY LINKED SITES. LINKS TO THIRD-PARTY SITES ARE NOT ENDORSEMENTS BY CGTAL.COM OF SUCH SITES. OTHER LEGAL INFORMATION. These Terms of Use contain the entire understanding of the parties hereto relating to the use of this Site and supersedes any prior written or oral agreement or understandings between the parties with respect to this Site, and cannot be changed or terminated orally. The invalidity or unenforceability of any provision of these Terms of Use will not affect the validity or enforceability of any other provision of these Terms of Use. CGTAL.COM reserves the right to terminate these Terms of Use without notice if, in CGTAL.COM sole discretion, you fail to comply with any of these Terms of Use. Upon termination, you must destroy all materials obtained from this site, copies, and related documentation thereof. In addition, CGTAL.COM reserves the right to terminate this site without notice. Copyright 2007 CGTAL.COM and its licensors. All rights reserved. CGTAL.COM, CGITAL.COM, CGTEMPLATE.COM, CGTEMPLATES.COM, CGTAL ACTIVE MEDIA, IWSA are all trademarks of CGTAL.COM. All product names are either trademarks or registered trademarks of CGTAL.COM, or its affiliates or licensors. ALL RIGHTS NOT EXPRESSLY GRANTED HEREIN ARE RESERVED CGTAL.COM (CGtemplates.com services) ROYALTY-FREE LICENSE AGREEMENT THIS IS A LEGAL AGREEMENT BETWEEN YOU, YOUR COMPANY, YOUR EMPLOYER AND/OR YOUR CLIENT (in the case you are an agent acting for a single client), AS THE CASE MAY BE (COLLECTIVELY "YOU"), AND CGTAL.COM. "CGTAL.COM" WHEN USED HEREIN SHALL MEAN CGTAL.COM AND EACH OF ITS SUBSIDIARIES, AFFILIATES AND/OR DISTRIBUTORS, AS THE CASE MAY BE. THIS LICENSE AGREEMENT APPLIES, WITHOUT LIMITATION, TO THE WEB SITES CURRENTLY LOCATED AT: cgtal.com, cgital.com, cgtemplate.com, cgtemplates.com , ANY INTERNATIONAL OR OTHER VERSIONS OF THE FOREGOING, FUTURE CGTAL.COM WEB SITES AND/OR ANY IMAGES, MOVIES OR CLIP-TEMPLATES DELIVERED VIA ANY STORAGE MEDIA. PLEASE READ THE FOLLOWING TERMS AND CONDITIONS. YOUR ACCEPTANCE OF THESE TERMS IS AN ABSOLUTE CONDITION TO YOUR ACCESS TO AND USE OF ANY IMAGE(S), MOVIE(S) OR CLIP-TEMPLATE(S). DOWNLOADING AND/OR USING ANY IMAGE(S) FROM CGTAL.COM WEBSITES OR PRODUCTS CONFIRMS YOUR ACCEPTANCE OF THESE TERMS AND FORMS A LEGAL CONTRACT BETWEEN YOU AND CGTAL.COM. CGTAL.COM reserves the right to change any of the terms of this Agreement at any time. If you do not agree to the following terms, as may be amended, do not download or use any Image(s). 1. LICENSE A. Definitions: "Image(s)" shall mean animations, clipart, composites, digital footage, digital video, film footage, fonts, graphics, illustrations, images, motion sequences, photographs or any other visual representation regardless of whether the Image(s) are obtained via download from any CGTAL.COM Web site, delivered via any storage media (CD, DVD, disk, etc.) that is now known or may become known in the future, or obtained from a CGTAL.COM' authorized distributor, together with all accompanying metadata and other material. "Storage Media" shall mean CD-ROM, digital video disc (DVD), floppy disk, or any other storage device or media now known, or hereafter created. "User" shall mean the individual, legal entity or agent entering into this license agreement or any employee or contractor of such individual, legal entity or agent that edits, manipulates or modifies the Images or are otherwise directly involved in the creative process including, but not limited to, composition software’s, photo editors, photo researchers, art directors or designers. All Users shall only use the Images in accordance with the terms of this Agreement. "You" shall mean a single: (i) individual, (ii) legal entity (corporation, partnership, LLC, sole proprietorship, etc.), or (iii) agent acting on behalf of a single individual or entity. B. Copyright: The Image(s) are copyrighted and protected under the various laws of the United States, International treaties and other applicable laws. The Image(s) shall remain the sole and exclusive property of CGTAL.COM, or its licensors. Use of the Images is licensed, not sold, pursuant to the terms of this License Agreement. Use of the Images without agreeing to this License Agreement, or a breach of these License Agreement terms, is copyright infringement. C. Grant: CGTAL.COM grants you a non-exclusive and non-transferable license to use the Image(s) only as provided in this License Agreement. Paid License. 1) The clip-template found on this site is controlled by Cgtemplates.com. Download of these clip-templates constitutes a limited license to use that clip-template in a non-broadcast context ONLY. Licenses for television broadcasting and cell-phone broadcasting use are sold separately. 2) The royalty-free clip-templates downloaded may be used in any non-broadcast project (including internet usage) without restrictions. Once you purchased the clip-templates, you can use them again and again, for all your clients and projects. When being used to create a presentation that is duplicated on CD-Rom/DVD, there are no extra fees on the amount of CD-Rom’s/DVD’s manufactured. When being used in media that is sold per unit, there are no extra fees required for this usage. When being used on a website, there are no extra fees on the amount of page views you produce. 3) The clip-template you download cannot be resold or given away. The license cannot be transferred to another company. The clip-templates purchased may not be used for competitive products [i.e. template libraries or sample CDs] or included in the following products without written permission from Cgtemplates.com: a product that enables the end-user to create his own clip using our clip-templates, a template-based system that resells products including our clip-templates. 4) If you want to use our clip-template in a way other than a one-to-one/designer-client relationship, please contact us first. Any lending, copying or redistribution for profit or competitive/similar product [i.e. template libraries or sample CDs] is strictly prohibited and will be considered a violation of copyright laws. Violators will be prosecuted to the fullest extent of the law. 5) Prohibited Uses: You may NOT: -Sublicense, distribute, transfer or assign the Image(s) or rights to the Image(s). -Remove any copyright, trademark or watermark from any place where it appears on the Image(s). -Use the Image(s) to compete with CGTAL.COM. CGTAL.COM is in the business of providing custom images and licensing images to its customers. It is the specific intent of this provision to prohibit you from using the Image(s) to enter, either directly or indirectly, a similar or competing business. -Use the Image(s) in any way that could be considered defamatory, pornographic, libelous, immoral, obscene or fraudulent, or illegal, either by making physical changes to it, in the juxtaposition to accompanying text or images, or otherwise. - Use Image(s) as part of any use involving sensitive subject matters, as determined by CGTAL.COM, including but not limited to the following: all sexual issues, sexually transmitted diseases, substance abuse, mental ailments, Homosexual or alternative lifestyles, and physical or mental abuse, without advance written consent from CGTAL.COM. Sensitive subject use pertains to both commercial and editorial uses. 2. PAYMENT TERMS You agree to pay all Image(s) license fees and no rights are granted under this Agreement until all payments are made in full. A service charge of two percent (2%) per month, or the amount allowed by law, will be charged on any unpaid balance. Any claims for adjustments must be made to CGTAL.COM within five (5) days of billing. You shall be liable for all past due amounts, interest and costs of collection. Refunds are governed by the terms of the individual service used. 3. TERMINATION A. This License Agreement is effective until it is terminated. B. Upon termination of this Agreement, you agree to (i) destroy all copies and archives of the Image(s), (ii) cease using the Image(s) for any purpose, and (iii) confirm to CGTAL.COM in writing that you have complied with these requirements. 4. WARRANTY AND LIMITATION OF LIABILITY A. CGTAL.COM represents and warrants that: (I) it has the right to enter into this Agreement and to grant the rights hereunder; (II) the Image(s) or other Storage Media (if applicable) will be free from defects in materials and workmanship under normal use for a period of 30 days from the date of license; and (III) the Image(s) as provided hereunder, and used as permitted herein, will not infringe any copyright, trademark, moral right, right of privacy or any other intellectual property right of any third party. B. EXCEPT AS PROVIDED ABOVE, THE IMAGE(S), STORAGE MEDIA AND ACCOMPANYING MATERIALS (IF APPLICABLE) ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. CGTAL.COM GRANTS NO RIGHTS OR WARRANTIES WITH RESPECT TO THE USE OF NAMES, TRADEMARKS, LOGO TYPES, COPYRIGHTED DESIGNS OR WORKS OF ART OR ARCHITECTURE DEPICTED IN ANY IMAGE, AND THE USER MUST SATISFY ITSELF THAT ALL NECESSARY RIGHTS, CONSENTS, OR PERMISSIONS AS MAY BE REQUIRED ARE OBTAINED. CGTAL.COM DOES NOT WARRANT THAT THE IMAGE(S), WEB SITES OR OTHER MATERIALS, WILL MEET YOUR REQUIREMENTS OR THAT USE WILL BE UNINTERRUPTED OR ERROR FREE. THE ENTIRE RISK AS TO THE QUALITY, PERFORMANCE AND USE OF THE IMAGE(S) IS SOLELY WITH YOU. YOU UNDERSTAND THAT YOU SHOULD SEEK COMPETENT COUNSEL BEFORE USING IMAGES ON OR IN CONNECTION WITH ANY GOODS OR SERVICES OR FOR ANY OTHER COMMERCIAL PURPOSES. CGTAL.COM SHALL NOT BE LIABLE TO YOU OR TO ANY OTHER ENTITY FOR ANY GENERAL, PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES, OR LOST PROFITS OR ANY OTHER DAMAGES, COSTS OR LOSSES ARISING OUT OF YOUR USE OF THE IMAGE(S), CGTAL.COM' BREACH OF THIS AGREEMENT OR OTHERWISE, EVEN IF CGTAL.COM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES. IN NO EVENT, SHALL CGTAL.COM' TOTAL AGGREGATE LIABILITY TO YOU, OR TO ANY THIRD PARTY CLAIMING THROUGH YOU, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE IMAGE(S) (WHETHER IN CONTRACT, TORT OR OTHERWISE) EXCEED TEN (10) TIMES THE MONETARY AMOUNT ACTUALLY RECEIVED BY CGTAL.COM FOR YOUR USE OF THE APPLICABLE IMAGE(S). C. You represent, warrant and covenant that: (I) You are at least eighteen years of age and have the full right and authority to enter into this License on behalf of you and/or your company, employer or principal; (II) You may not ship, transfer or use any of the Images in any manner prohibited by any laws, restrictions or regulations; (III) You will not use the Image(s) in any way that is not permitted by this License; (IV) Your use of the Image(s) will not violate any applicable law or regulation of any country, state, or other governmental entity; (V) The information that you provide to CGTAL.COM is accurate and true. (VI) You shall be solely responsible for your use of the Image(s) and agree that CGTAL.COM grants no rights with regard to the use of trademarks, copyrighted designs or works of art or architecture in any Images, and you must satisfy yourself that all necessary rights or consents regarding any of the above, as may be required for reproduction, have been obtained. (VII) You are solely responsible for determining whether your use of any Image(s) requires the consent of any other party or the license of any additional rights. You are solely responsible for obtaining any and all releases and clearances as may be required, and you should not rely solely on the information provided by CGTAL.COM. If you are unsure whether additional rights are needed for your use of the Images, you are responsible for consulting with competent legal counsel (VIII) If you are acting as an agent, you must inform your client/principal of the terms of this License. 5. LIMITATION OF REMEDIES A. Replacement or Refund: CGTAL.COM' entire liability and your exclusive remedy, with respect to any claims arising out of this Agreement, except as set out in Section 6 below, shall be at CGTAL.COM' sole discretion, either: (i) replacement of Image(s); or (ii) refund of any fee paid for the specific Image(s). Any claims must be brought within one (1) month of the date that you discovered such claim, or reasonably should have discovered such claim, or shall be waived. 6. INDEMNIFICATION You agree to indemnify and hold CGTAL.COM, its affiliates, parents, subsidiaries, employees, directors, officers, successors, assigns, distributors and anyone else associated with CGTAL.COM, harmless from, and against, any and all claims, liabilities, costs, damages, or expenses, (including attorneys' fees) asserted against CGTAL.COM arising out of your use of the Images or in connection with any breach of any of the terms of this Agreement. Provided that the Image(s) are used only in accordance with this Agreement and you are not otherwise in breach of this Agreement, CGTAL.COM shall defend, indemnify and hold you harmless from all damages (excluding punitive damages), liabilities and expenses (including reasonable attorney's fees and authorized costs), arising out of or in connection with any actual or threatened lawsuit, legal proceeding or claim alleging that CGTAL.COM is in breach of its warranties set out in Section 4 above. The foregoing states CGTAL.COM' entire indemnification obligation under this Agreement and your sole and exclusive remedy for any actual breach of CGTAL.COM' representations and warranties set forth herein. CGTAL.COM shall have no obligation under this Section 6 unless you promptly provide CGTAL.COM with written notice of such claim. At the indemnifying party's option, the indemnifying party may assume the handling, settlement or defense of any claim or litigation and the indemnified party shall reasonably cooperate in the defense thereof. The indemnified party shall have the right to participate in the litigation, at its own expense, through counsel selected by the indemnified party. The indemnifying party will not be liable for legal fees or other costs incurred prior to the indemnified party giving notice of the claim for which indemnity is sought. 7. GENERAL A. Enforceability: If any provision of this Agreement is held to be not enforceable, such provision shall be reformed only to the extent to make it enforceable, consistent with the parties' intent. B. Taxes and other: You agree to pay and be solely responsible for any and all sales taxes, use taxes, value added taxes and duties imposed by any jurisdiction as a result of the license granted to you, or your use of the Image(s), pursuant to this Agreement. C. Waiver. No action of CGTAL.COM, other than an express written, signed waiver may be construed as a waiver of any part of this Agreement, and no employee of CGTAL.COM is authorized to make an oral waiver. In the event that CGTAL.COM waives a specific part of the Agreement, it does not mean that CGTAL.COM waives any other part. 8. LEGAL FEES 9. ASSIGNABILITY 10. CANCELLATION 11. ENTIRE CONTRACT YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND CGTAL.COM, WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN YOU AND CGTAL.COM RELATING TO THE SUBJECT OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY PURCHASE ORDER TERMS (EVEN IF SUCH TERMS ARE SUBSEQUENT TO THE DATE OF THIS AGREEMENT). FAQ'S, OTHER EXPLANATIONS, AND TEXT IN CGTAL.COM' WEB SITES ARE FOR YOUR INFORMATION ONLY AND ARE NOT, AND SHALL NOT BE CONSTRUED AS, PART OF THIS AGREEMENT UNLESS SPECIFIED OTHERWISE IN THIS AGREEMENT.
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