CD License Agreement

Around The Barn Volume 1 Software License Agreement

PLEASE READ THIS SOFTWARE LICENSE AGREEMENT ("AGREEMENT") CAREFULLY BEFORE PURCHASING, DOWNLOADING OR USING ALL OR ANY PORTION OF THE AROUND THE BARN VOLUME 1 CD ("SOFTWARE") OR DOWNLOADING ANY ROYALTY-FREE PHOTOGRAPHS ("IMAGE(S)") FROM THE CHARLES MANN PHOTOGRAPHY WEB SITE. BY USING THIS SOFTWARE OR DOWNLOADING ANY IMAGES YOU ACCEPT AND AGREE TO BE BOUND TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT. 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. If you do not agree to the terms of this Agreement, you should promptly return this package unused with proof of payment to the place you obtained it for a full refund within seven (7) days of the purchase date.

1. Definitions
"Software" refers to all of the contents of the files, disk(s), CD-ROM(s) or other media with which this Agreement is provided, including but not limited to Around the Barn Volume 1, third party computer information or software, and related explanatory written materials or files ("Documentation"). "Use" or "Using" means to access, download, copy, install or otherwise benefit from using the Software in accordance with the Documentation. "Image" or "Images" refers to any photographs or objects included in the Software. "Royalty-Free" means that the Images are NOT protected by ANY form of rights protection; anyone, including your competitors, may be using the same photo you are at the same time.

2. Copyright and Ownership
The entire contents of the CD (including, without limitation, the accompanying Software and Documentation) and the Image(s) are copyrighted, proprietary and protected by United States law, international treaty provisions and other applicable laws. Ownership of the Images remains with Charles Mann ("CMP"). User does not acquire any right, title or interest in or to any Image(s). Full credit and copyright information must remain with the original image file(s).

3. Single User Software License
CMP grants you limited, nonexclusive, nontransferable (except as described in Section 4g below) rights to use of the Image(s) and/or Software for a one-time flat fee for the purposes described in the Documentation and in accordance with the terms of this Agreement. Once you purchase Image(s) or Software, it is pre-cleared and ready to use in a variety of ways as described below in Sections 6 and 7. Your right to use the Software and Images is conditioned upon your payment of any applicable fee prior to use and your compliance with the terms of this Agreement. Use of some third-party materials included in the Software may be subject to other terms and conditions found in a separate license Agreement.

4. You May (a) install and Use 1 (one) copy of the Software on any single computer; (b) make 1 (one) copy of the Software solely for backup purposes, provided your backup copy is not installed or used on any computer. (You may not transfer the rights to a backup copy unless you transfer all rights in the Software as provided under Section 4g.); (c) make a second copy of the Software for the exclusive use by the primary user on his or her own portable computer or a computer located at his or her home, provided the Software on the portable or home computer is not used at the same time as the Software on the primary computer; (d) use images as provided for under Section 6; (e) modify, adapt or create derivative works and publish the Images in or on printed materials, online, broadcast video media and offline digital media as provided for under Section 6. Your use of the Images is not limited by the number of items produced or circulated except as outlined in Section 7; (f) use the Images or include the Images in printed materials, online, in broadcast video media or offline digital media as outlined in Section 6 that are created for yourself or for your employer, direct client or customer, who must be the end user of your work; and (g) permanently transfer your rights under this Agreement to a third party by providing to such party this Agreement, the Software and all accompanying Documentation, and provided that you retain no copies of the Software or Documentation and that the other party agrees to the terms of this License Agreement.

5. You May Not (a) make (or allow anyone else to make) any form of copy, directly or indirectly, whether digital, printed, photographic or otherwise, of any of the Images or Software, except insofar as such images may be incorporated by you into printed or onscreen material as outlined in Sections 6 and 7; (b) place (or allow anyone else to place) any of the Images on an electronic bulletin board or other form of online service; (c) use (or allow anyone else to use) any Images as outlined below in Section 7; (d) modify, adapt, translate, rent, lease, sublicense or loan the Images and/or Software; (e) remove (or allow other persons or entities to remove) or obscure CMP's or its supplier's copyright, trademark or other proprietary notices from any portion of the Image(s), Software or any related materials; or (f) export the Software in any form without the appropriate United States and foreign government licenses.

6. Acceptable Uses:
You may use the Image(s) in any print or electronic advertising, editorial or corporate project, on a worldwide basis in perpetuity, limited only as described below in Section 7. Print: Acceptable print uses are defined as follows: greeting cards, tee-shirts, postcards, posters, phone cards, credit cards, templates, CD covers, cassette covers, board games, calendars, magazines, newsletters, newspapers, advertising, editorials, promotional copy, catalogs, flyers, brochures, reports, disposable packaging, book covers and educational textbooks. Nonprint: Any electronic or digital materials including screensavers, electronic greeting cards, Web sites (but not Web site templates), broadcast, video, multimedia including film and video, and CD-ROMs, provided that each Image is incorporated into a design in such a manner to make it clear that the Image is not intended to be separately downloaded, copied or distributed. Images used online, in broadcast video media or for offline digital media may only be displayed at low resolution only.

7. Restricted Uses:
Images may not be utilized as a trademark or service mark; for any pornographic, unlawful purpose or use; to defame any person; to violate any person's right of privacy or publicity; to infringe upon any copyright, trade name, trademark, or service mark of any person/entity; for uses covering sensitive subjects including, without limitation, topics that may depict the subject matter of an Image in a negative or unfavorable light or subject persons to ridicule, and topics regarding all sexual issues, substance abuse, physical or mental abuse, alcohol, drugs, tobacco, AIDS, cancer, or serious physical or mental ailments, or the disparagement of a person or product; and/or to imply any form of endorsement by CMP, its suppliers, licensors or any individual or entity depicted in these Images.

8. Releases:
Unless our image data for a specific Image indicates that a model release exists, no such release exists. CMP gives no rights or warranties with respect to the use of names, trademarks, logos, registered or copyrighted designs or works of art depicted in any image, and you must satisfy yourself that all necessary rights, consents or permissions as may be required for reproduction are secured. Under all circumstances, our liability is strictly limited to the invoice price for the use of the CD. You agree to hold Charles Mann Photography harmless from any and all claims and expenses arising from an image's use.

9. Photo Credit
The credit line (c) Charles Mann/cmannphoto.com must accompany all images used for editorial purposes.

10. Termination of Agreement
This Agreement shall continue for as long as you use the Software, except it will terminate immediately without notice from CMP if you fail to comply with any provision of this Agreement. You may terminate this Agreement at any time by destroying all copies of the Software and Images including any Documentation.

11. Warranty
CMP warrants to you that the CD-ROM on which the Software is recorded will be free from defects in materials and workmanship for a period of ninety (90) days from your date of receipt. If such a defect occurs, return it to the place of purchase where it will be replaced at no cost. The warranties and remedies set forth herein are exclusive and in lieu of all others, oral or written, expressed or implied. No CMP agent or employee, or third party is authorized to make any modification or addition to this warranty.

12. Limitation of Liability
Except for the express warranty above, this Software is being provided "As Is," and CMP makes no warranty as to its use or performance. CMP and its suppliers do not and cannot warrant the performance or results you may obtain by using the Software. CMP's aggregate liability, including that of CMP's dealers, suppliers and licensors shall not exceed the amount paid by you for the Software. IN NO EVENT WILL CMP, ITS LICENSORS DEVELOPERS, DIRECTORS, OFFICERS, EMPLOYEES OR AFFILIATES BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES (INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION AND LOSS OF BUSINESS INFORMATION) ARISING FROM THE USE OF OR INABILITY TO USE THE SOFTWARE OR ACCOMPANYING WRITTEN MATERIALS. CMP WILL NOT BE LIABLE FOR ANY IMAGE THAT HAS BEEN MODIFIED OR COMBINED WITH OTHER IMAGES, PRODUCTS, CONTENT OR MATERIALS BY YOU. Some states do not allow limitation or exclusion of liability for consequential or incidental damages.

13. Indemnification:
You agree to indemnify and hold CMP harmless against all claims arising out of any breach of this Agreement. This indemnification is defined as payment for all damage awards as well as court costs and attorney fees incurred in conjunction with the defense of any claim that might be brought by any party.

14. Termination and Revocation:
The license contained in this Agreement will terminate automatically without notice from CMP if you fail to comply with any provision of this Agreement. Upon termination, you must immediately (i) stop using the Digital Media, (ii) destroy or, upon the request of CMP, return the Digital Media to Licensor, and (iii) delete the Digital Media from your computer systems.

15. 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.

16. General
You acknowledge that you have read this Agreement and understand that it is the complete and exclusive statement of your agreement with CMP. The Laws of the State of Maryland shall govern the interpretation of this Agreement. Any and all disputes relating to this Agreement, including its validity, interpretation, performance, breach or other matter shall be settled by arbitration in Maryland pursuant to the rules of the American Arbitration Association.