GLIX Rights Managed (RM) License Agreement End User License Agreement (EULA)
SBH IMAGES LIMITED LIABILITY CORPORATION
This legal agreement applies to Right-Managed content (image, video, vector illustration, sound, after effect and other digital media) purchased online and/or on any data carrier (eg. CD ROM, VCD (virtual CD), hard drive, flash drive) hereafter called “the Content”.
Please read this Agreement carefully before purchasing and using any Rights-Managed Content. This is a legal agreement between you (”You”), and SBH Images Kft. Hereafter called “GLIX”.
1. GRANT OF RIGHTS
1.1 GLIX grants You a non-exclusive, non-transferable right to reproduce the Content, that You have purchased during this transaction for the purposes specified in any Invoice, specific license rights pages on GLIX websites and this Agreement. The Content use is strictly limited to the use, medium, length of time, image size/resolution, territory, market, or industry and any other restrictions specified in any Invoice, specific license rights pages on GLIX websites and this Agreement. Fees assessed for your use of the Content depend on the nature of the rights granted. You shall not undertake any expanded use of the Content without the prior approval of GLIX and the payment of any additional license fee required by GLIX for such expanded use. You shall promptly notify GLIX of any desire to expand use of the Content for which you have not received GLIX prior approval, and shall pay to GLIX any additional license fee required by GLIX for such expanded use. Use of the Content in a manner not expressly authorized by the Invoice and this Agreement
(a) may constitute an infringement of the proprietary rights of GLIX or a third party and
(b) may result in you incurring or being responsible for any damages resulting from any such use, including any damages resulting from any claims for infringement of the intellectual property or proprietary rights of GLIX or a third party.
2.1 You may not sublicense, re-license, rent, re-sell, lease or otherwise distribute the Content to third parties separate or independent from a specific product, website or similar.
2.2 You may not sell, license or distribute any derivative work containing the Content in a way that would allow a third party to download, access or extract the Content as a standalone file.
2.3 You may not make the Content accessible online in a downloadable format or enable the Content to be distributed via mobile devices.
2.4 You may not use the Content in a manner that would lead a reasonable person to believe that any model depict in the Content personally uses or endorse a product or service.
2.5 You may not use Content depicting any model in any unduly controversial, unflattering or sensitive commercial or editorial context, unless accompanied with a statement indicating that the person is a model and the Content is being used for illustrative purposes only.
2.6 Content may not be used in ways or contexts that might reasonably be construed as pornographic, defamatory, libelous, obscene or illegal.
3. WARRANTIES, INDEMNIFICATION AND LIMITATION OF LIABILITY
3.1 GLIX provides no warranties with regard to the use of names, likenesses, registered or unregistered Trade Marks, registered or unregistered designs, copyright, works of art or any other intellectual property depicted in any Content and You must satisfy yourself that all necessary rights or consents as may be required for reproduction of any Content are obtained. You shall not permit any Content to be used in any way that violates the rights of another. You undertakes to indemnify GLIX from and against; any and all liability, loss or damage GLIX may suffer as a result of claims, demands, costs or judgments arising out of the use of any Content where the existence of such release has not been specified in writing by GLIX; any claims, judgments or suits which may arise from any act, warranty, or representation, actual or implied, by You; any claims resulting from failure to use the correct attribution as specified by GLIX for any Content published. The foregoing indemnification(s) shall include, but shall not be limited to GLIX reasonable attorneys’ fees and costs.
3.2 GLIX makes no warranty, express or implied, including, without limitation any implied warranties of merchantability or fitness for a particular purpose. Our liability to You for any losses shall not exceed the amount You originally paid for the Content. GLIX shall not be liable to You or any other person or entity for any general, specific, direct, indirect, consequential, incidental, or other damages (even if we have been advised of the possibility of such damage) arising out of this licence, the usage of the Content including any claim for lost profits or lost savings or for any claim of a third party or otherwise.
4. CONSEQUENCES OF BREACH
4.1 The license and Your right to use the Content shall automatically terminate if you breach any of express or implied term of this agreement. In the event of termination You must immediately delete all copies of the Content.
4.2 You agree to indemnify GLIX and hold GLIX harmless against all claims arising out of any breach by You of this agreement.
All rights to the Content are owned by GLIX and are protected by copyright laws. No copyright in any Content shall pass to You by the issuance of the licence contained in this agreement.
6. GOVERNING LAW
In performing this Agreement, each party shall comply with all applicable laws, regulations and other requirements, now and hereafter in effect, of Governmental authorities having jurisdiction. Neither party shall take any actions that may cause the other party to be in violation of any law. This Agreement will be governed and interpreted in accordance with the substantive laws of Hungary, excluding its conflict of laws rules. Any dispute, controversy or claim between the parties arising out of this Agreement shall be settled by arbitration according to the rules of the Arbitration Institute of the Hungarian Chamber of Commerce. The arbitration shall be held in Hungary. In the event that any provision of this Agreement shall be unenforceable or invalid under any applicable law, or so held by binding arbitration, such enforceability or invalidity shall not render this Agreement unenforceable or invalid as a whole, and in such event such provision shall be changed and interpreted so as to best accomplish the objectives of such provision.