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DIGITAL
CONTENT LICENSE
AGREEMENT
PLEASE
READ CAREFULLY BEFORE DOWNLOADING THE DIGITAL CONTENT (AS DEFINED BELOW).
THIS
LICENSE AGREEMENT CONSTITUTES A LEGAL AGREEMENT BETWEEN YOU AND COMCITY,
A PROVIDER
OF RETAIL WEB HOSTING, E-MAIL, ELECTRONIC COMMERCE, AND DOMAIN NAME SERVICES
(“SERVICES”).
WE
ARE NOT IN A POSITION TO OFFER GUIDANCE ON EACH INDIVIDUAL USE OF THE DIGITAL
CONTENT. PLEASE CONSULT INDEPENDENT LEGAL RESOURCES IN CASES WHERE YOU ARE
UNCERTAIN ABOUT INTENDED USAGE. SUPPLEMENTARY RIGHTS MAY NEED TO BE ACQUIRED IN
SOME CASES.
A.
ACCEPTANCE:
1.
YOU AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS SET OUT IN THIS
LICENSE AGREEMENT;
2.
IF YOU ARE ACCEPTING ON BEHALF OF A COMPANY, YOU REPRESENT AND WARRANT TO
COMCITY THAT YOU HAVE FULL AUTHORITY TO BIND SUCH COMPANY; AND
3.
IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS, DO NOT DOWNLOAD THIS
DIGITAL CONTENT.
B.
LICENSE:
1.
Through our Services, you will be provided with objects including their
API's as well as images, photographs, templates, animations, video, audio,
music, text and "applets", and "online" or electronic
documentation (together called the "Digital Content").
2.
You may use, modify and publish the Digital Content in accordance with
the terms of this License Agreement.
3.
Any supplemental software code and supporting materials provided to you
as part of support services for the Digital Content shall be considered part of
the Digital Content and are subject to the terms and conditions of this License
Agreement.
4.
The copyright and all other rights to the Digital Content shall remain
with our licensors.
C.
PERMITTED USE OF DIGITAL CONTENT:
YOU
MAY incorporate the Digital Content into your own original work and publish your
work in a web site provided that:
1.
The Digital Content is incorporated for viewing purposes only and no
permission is given to download or save the Digital Content for any reason; and
2.
You continue to pay for our Services.
D.
UNAUTHORIZED USES OF DIGITAL CONTENT:
YOU
MAY NOT:
1.
Post web pages containing the Digital Content on servers other than those
owned or operated by COMCITY or our suppliers;
2.
Use the Digital Content for any purpose, if you no longer pay for our
Services;
3.
Use the Digital Content to create printed or “hard copy” documents;
4.
Use the Digital Content in electronic format, on-line or in multimedia
applications unless the Digital Content is incorporated for viewing purposes
only and no permission is given to download or save the Digital Content for any
reason;
5.
Use the Digital Content in Web page design whereby the Digital Content is
in a format designed or intended for storage or re-use by others;
6.
Use or permit the use of the Digital Content or any part thereof as a
trademark or service mark, or claim any proprietary rights of any sort in the
Digital Content or any part thereof;
7.
Use the Digital Content with images of identifiable individuals, products
or entities in a manner that suggests their association with or endorsement of
any product or service;
8.
Create scandalous, obscene, defamatory or immoral works using the Digital
Content, nor use the Digital Content for any other purpose which is prohibited
by law;
9.
Translate, reverse engineer, decompile, or disassemble the Digital
Content;
10.
Rent, lease, assign, transfer or redistribute the Digital Content or a
copy thereof, to another person or legal entity; or
11.
Use the Digital Content or make copies of it except as permitted in this
License Agreement.
E.
TERM:
1.
This License Agreement shall remain in effect only for so long as you:
i.
Are in compliance with the terms and conditions of this agreement; and
ii.
Pay for the Services provided by COMCITY.
2.
You agree, upon termination, to cease using and destroy all copies of the
Digital Content.
3.
Section D above and the Limitations of Warranties and Liability set out
below shall continue in force even after any termination.
F.
LIMITATION OF WARRANTIES AND LIABILITY:
THE
DIGITAL CONTENT IS PROVIDED ON AN "AS IS" BASIS, WITHOUT ANY
WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO,
WARRANTIES OF MERCHANTABLE QUALITY, SATISFACTORY QUALITY, MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE, OR THOSE ARISING BY LAW, STATUTE, USAGE OF
TRADE, COURSE OF DEALING OR OTHERWISE. THE ENTIRE RISK AS TO THE RESULTS AND
PERFORMANCE OF THE DIGITAL CONTENT IS ASSUMED BY YOU. NEITHER WE NOR OUR DEALERS
OR SUPPLIERS SHALL HAVE ANY LIABILITY TO YOU OR ANY OTHER PERSON OR ENTITY FOR
ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES WHATSOEVER,
INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE OR PROFIT, LOST OR DAMAGED DATA
OR OTHER COMMERCIAL OR ECONOMIC LOSS, EVEN IF WE HAVE BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES, OR THEY ARE FORESEEABLE. WE ARE ALSO NOT
RESPONSIBLE FOR CLAIMS BY A THIRD PARTY. OUR MAXIMUM AGGREGATE LIABILITY TO YOU
AND THAT OF OUR DEALERS AND SUPPLIERS SHALL NOT EXCEED THE AMOUNT PAID BY YOU
FOR ONE MONTH’S ACCESS TO OUR SERVICES. THE LIMITATIONS IN THIS SECTION SHALL
APPLY WHETHER OR NOT THE ALLEGED BREACH OR DEFAULT IS A BREACH OF A FUNDAMENTAL
CONDITION OR TERM OR A FUNDAMENTAL BREACH. SOME STATES/COUNTRIES DO NOT ALLOW
THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL
DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
G.
INDEMNIFICATION:
YOU
SHALL INDEMNIFY COMCITY, OUR LICENSORS, PROVIDERS, SUPPLIERS OR
AFFILIATES AGAINST ANY LOSSES, EXPENSES, COSTS OR DAMAGES INCURRED BY ANY OR ALL
OF THEM AS A RESULT OF YOUR BREACH OF THE TERMS AND CONDITIONS OF THIS LICENSE
AGREEMENT, OR YOUR UNAUTHORIZED USE OF THE DIGITAL CONTENT AND RELATED RIGHTS.
H.
U.S. GOVERNMENT RIGHTS:
With
respect to any acquisition of the Digital Content by or for any unit or agency
of the United States Government (the "Government"), the Digital
Content shall be classified as "commercial computer software", as that
term is defined in the applicable provisions of the Federal Acquisition
Regulation (the "FAR") and supplements thereto, including the
Department of Defense (“DoD”) FAR Supplement (the "DFARS"). The
Digital Content was developed entirely at private expense, and no part of the
Digital Content was first produced in the performance of a Government contract.
If the Digital Content is supplied for use by DoD, the Digital Content is
delivered subject to the terms of this Agreement and either (i) in accordance
with DFARS 227.7202-1(a) and 227.7202-3(a), or (ii) with restricted rights in
accordance with DFARS 252-227-7013 (c)(1)(ii)(OCT 1988), as amended or
applicable. If the Digital Content is supplied for use by a federal agency other
than DoD, the Digital Content is restricted computer software delivered subject
to the terms of this Agreement and (i) FAR 12.212(a); (ii) FAR 52.227-19; or
(iii) FAR 52.227-14(ALT III), as amended or applicable.
I.
GENERAL:
1.
In the event that COMCITY notifies you that certain
components of the Digital Content may no longer be used (for whatever reason),
then such components cannot be used as part of a web site design or template
layout, nor can they be used in any other larger work. If you receive such
notification, you agree to cease using and destroy all copies of those
components of the Digital Content identified by COMCITY in your
possession or control.
2.
This License Agreement is the entire agreement between us, superseding
any other agreement or discussions, oral or written, and may not be changed
except by a signed agreement.
3.
This License Agreement shall be governed by and construed in accordance
with the laws of the Province of Ontario, Canada, excluding that body of law
applicable to choice of law and excluding the United Nations Convention on
Contracts for the International Sale of Goods and any legislation implementing
such Convention, if otherwise applicable.
4.
If any provision of this License Agreement is declared by a court of
competent jurisdiction to be invalid, illegal, or unenforceable, such a
provision shall be severed from the License Agreement and the other provisions
shall remain in full force and effect.
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