Royalty Free Content User User License Agreement
NOTICE
This End User License Agreement is current as of 12/18/2007 and supersedes any other agreement regarding the use of Element Tank Content.

BY USING ANY ELEMENT TANK CONTENT, WHETHER VIA DOWNLOAD, ON CD ROM, DVD OR OTHER MEDIA, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING THIS AGREEMENT ON BEHALF OF YOUR EMPLOYER, THE LICENSE GRANTED AND RESTRICTIONS AND LIMITATIONS RECITED HEREIN APPLY TO YOUR EMPLOYER AS WELL AS TO YOU AS A REPRESENTATIVE OF YOUR EMPLOYER. SHOULD YOU CEASE WORKING FOR YOUR EMPLOYER, YOUR EMPLOYER MAY CONTINUE TO OPERATE UNDER THIS AGREEMENT.

Definitions
"Content" means any images, animations, films, videos or other audio/visual representations recorded in any format that are owned or controlled by Element Tank.

"Royalty Free" indicates that aside from the purchase price, no further fees or compensation are due regardless of how many times the Content is used or how many projects it is used for, provided that it may be used by only a single user in accordance with the terms and conditions of this Agreement.

"Restrictions" indicate some of the specific uses for the Content that are NOT allowed. Regardless of whether a particular use is listed as a Restriction, any use of Content that is not expressly permitted by this Agreement is not allowed. Please note that special licensing to obtain additional rights is available by contacting Element Tank.

Grant of License.
The Content is licensed, not sold, to you. You are granted a limited, non-exclusive, worldwide, personal and non-transferable Royalty Free license to use, perform, distribute, reproduce, and modify the Content, subject to the terms and conditions below.

Single User License.
You agree that the Content may only be modified and/or used on one computer at any one time. You may not rent, lease, lend, sell or sublicense the Content to another person, company or other entity. Anything you produce using the Content must be for your own use, or for the use of your employer, client or customer, who must be the end-user of your work. You further agree to use your best efforts to prevent and protect the Content from unauthorized disclosure or use, including, but not limited to taking necessary steps to prevent use of the Content by individuals not specifically licensed to use the Content under this Agreement. This is not a concurrent use license. Please contact Element Tank for a multi-seat site license if you need to use the Content over a network for multiple users.

General Use Grant.
The Content may be incorporated into a derivative work such as a film feature, video, broadcast, multimedia work, advertisement, live performance, internet website, presentation or print project.

Restrictions on Content; Products for Resale.
The Content and any derivative work thereof may not, in whole or in part, be used, sold, sublicensed, reproduced, distributed, displayed, incorporated into or otherwise made available as templates, standalone backgrounds, stock elements, effects imagery elements or downloadable files. The Content and any derivative work thereof may not, in whole or in part, be included in any other clip media/stock product, library, collection, or set of clips for distribution or resale. The Content may not be used, in part or in whole, as a trademark or service mark, nor may you claim any proprietary rights of any sort in the Content, or any part thereof. You may not make available some or all of the Content on a web page or other display as a separate or downloadable reuseable media for any reason whatsoever. If you provide the Content or Your derivative work to your employer, customer, or client as part of your work product, said party may not reuse the Content for any purposes, other than as part of the work product created by you, without purchasing a separate license. These Restrictions apply even if the Content has been significantly altered. If Content is used in a project that will be reproduced, sold or distributed (DVDs, home videos, music videos, training videos, etc.) the Content may not comprise more than 25% of the length of the finished work, even if the Content are layered with other graphics, nor may the primary value of the product come from the Content. The Content is strictly prohibited from being used as screen savers. Additionally, you agree to notify Element Tank in writing and take all steps possible to prevent any third party from duplicating or distributing any of the Content included in the finished work. Please note that special licensing to obtain additional rights is available by contacting Element Tank.

You are not permitted to sell, trade, loan, barter with, distribute, or otherwise transfer, copy, duplicate, alter, modify, mutilate, or otherwise change the Content, either electronically or otherwise, for any purpose, without the express written consent of Element Tank. You are not permitted, nor can you allow any third party, to remove any proprietary notices, labels or trademarks on the Content. You are not permitted, nor can you allow any third party, to use Element Tank's or Element Tank's suppliers' names, logos, or trademarks in any manner including, without limitation, in your advertising or marketing materials, except to the minimum extent necessary to affix the appropriate copyright or other proprietary notices, if applicable. You may not sublicense the Content, or assign, delegate or otherwise transfer this license or any of the related rights or obligations for any reason. Any attempt to make any such sublicense, assignment, delegation or other transfer by you shall be void and shall void your rights granted under this Agreement.

Restrictions on Defamatory Use.
The Content may not under any circumstances be used in a way that would defame, malign, slander, asperse, libel, or vilify the persons, property, countries, races, customs, cultures, religions, governments or military visible on the Content.

Other Restrictions.
The Content may not under any circumstances be used in or in conjunction with, or as part of pornographic, obscene, fraudulent, libelous, infringing or illegal material. All low-resolution versions of the Content is not licensed for broadcast.

Any music which may be included with the Content is ambient sound only and was not recorded nor compressed in a format suitable for any other use, and Element Tank does not authorize any use of such sound. Additionally, other audio in the Content may require additional clearances from any performer, publisher, or other owner of the audio. Element Tank authorizes no use of copyrighted music or performances.

Each and every use of Content which contain live talent and that is used (i) in a manner that would lead a reasonable person to believe that the talent personally uses or endorses a product or service; or (ii) in connection with a subject that would be unflattering or controversial to a reasonable person, must be accompanied by a statement that indicates that the person so pictured is an actor/actress or model and is used for illustrative purposes only.

Fees and Payments.
In exchange for your usage of Content as provided hereunder, you agree to pay to Element Tank a license fee in advance in the amount most recently provided on the Web Site and quoted by Element Tank for each Content that you receive or download.

Credit.
When incorporating the Content in film features, broadcast productions, or video products, Element Tank kindly requests a credit line that reads "Element Tank Content Library".

Marketing and Promotion.
Unless Element Tank receives written notification from you to the contrary, you hereby grant Element Tank the right to display any derivative works within your possession or control that incorporate one or more of the Content at tradeshows, in collateral, and/or via electronic distribution for Element Tank marketing, educational, and promotional purposes as examples of customer usage. At your request, Element Tank will identify you as the author of such derivative work.

Releases and Clearances.
Element Tank will notify you where it has obtained a model/talent release and/or a property release for Content via a notice accompanying each specific Content. However, except as specifically notified by Element Tank to you via notices accompanying each specific Content, Element Tank does not provide any copyright clearance or mode/talent or property releases with respect to the Content and grants no rights and makes no warranties with regard to the use of names, people, trademarks, trade dress, registered, unregistered or copyrighted designs or works of art or architecture depicted in any Content. You shall be solely responsible for determining whether a clearance or release is required in connection with any proposed use of such Content. You acknowledge that some jurisdictions provide legal protection against a person’s image, likeness or property being used for commercial purposes without their consent. Element Tank makes no representations or warranties as to whether or not any additional fees or payments may be due to any trade union, trade organization or talent depicted in the Content.

Ownership and Copyright.
All title, ownership rights, and intellectual property rights in and to the Content, including any updates or revisions thereto and any copies thereof, are vested in and shall remain the property of Element Tank, its licensors and their successors and assigns. Other than the limited license explicitly set forth in this Agreement, no interest in, or rights or licenses to the Content are granted to you and no interest in, or rights or licenses to the Content shall inure in or accrue to you, whether by implication, estoppel or otherwise. All rights of any kind in the Content which are not expressly granted in this Agreement are entirely and exclusively reserved to and by Element Tank, its licensors and their successors and assign. You agree that you neither own nor hereby acquire any claim or right of ownership to the Content, or to any related patents, copyrights, trademarks or other intellectual property. Such rights are protected by the United States and International Copyright laws and international treaty provisions. You may be held legally responsible for any copyright infringement that is caused or encouraged by your failure to abide by the terms of this Agreement.

Indemnity.
You agree to indemnify and hold Element Tank, its licensors, and their officers, directors, agents and employees, harmless from and against any claims, demands, losses, damages, liabilities or expenses of any kind arising from your use of the Content in any form, any breach of the terms and conditions of this Agreement, or your negligent act, omission or willful misconduct.

Term and Termination.
This Agreement shall be effective as of the earliest of the date you first break the seal on a disc containing, or download, install or use, the Content and shall continue in effect until terminated. Unless expressly waived by Element Tank in writing, all license rights granted pursuant to this Agreement shall automatically terminate upon your breach of this Agreement. Your rights under this Agreement shall immediately terminate upon your cessation of business, insolvency, assignment of assets for the benefit of creditors, bankruptcy or appointment of a trustee for all or a portion of your assets. Upon termination of this Agreement for any reason, you shall immediately cease all use of the Content in any form and immediately return or destroy all copies of the Content in your possession or control. Any provisions in this Agreement that by their sense and context are intended to survive the termination of this Agreement shall survive such termination. Any cause of action that Element Tank may have against you for breach of this Agreement prior to the date of termination shall survive such termination.

NO WARRANTY.
TO THE MAXIMUM EXTENT PROVIDED UNDER APPLICABLE LAW, THE CONTENT IS PROVIDED "AS IS" WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY OF IMAGE, OR COMPATIBILITY WITH ANY COMPUTER HARDWARE OR OTHER EQUIPMENT, OPERATING SYSTEM OR SOFTWARE PROGRAM. Element Tank makes no representation or warranty with respect to the use of names, trademarks, logos, registered or copyrighted designs or works of art depicted in any Content, and You must satisfy Yourself that all necessary rights, model releases, consents or permissions as may be required for Your intended usage are secured. Neither Element Tank nor any of its directors, officers, employees, subsidiaries, affiliates, or agents shall be liable for any damages, whether direct, incidental, or consequential, or other damages arising out of the use of, or the inability to use, the Content.

Some jurisdictions do not allow the exclusion of implied warranties, so the above exclusion may not apply to you. Such jurisdictions give you specific legal rights and you may also have other rights, which vary, from jurisdiction to jurisdiction.

LIMITATION OF REMEDIES AND LIABILITIES.
TO THE MAXIMUM EXTENT PROVIDED UNDER APPLICABLE LAW, IN NO EVENT WILL ELEMENT TANK OR ITS DIRECTORS, OFFICERS, EMPLOYEES, SUBSIDIARIES, AFFILIATES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING ANY DAMAGES FOR LOST DATA, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS, ARISING FROM OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE NATURE OF THE CLAIM, EVEN IF ELEMENT TANK KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PROVIDED UNDER APPLICABLE LAW, ELEMENT TANK’S TOTAL CUMULATIVE LIABILITY ARISING FROM OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED THE FEE PAID FOR THE SPECIFIC CONTENT TO ELEMENT TANK. THIS LIMITATION IS CUMULATIVE AND WILL NOT BE INCREASED BY THE EXISTENCE OF MORE THAN ONE INCIDENT OR CLAIM.

Some jurisdictions do not allow the exclusion or limitations of incidental or consequential damages, so the above limitation or exclusion may not apply to you.

Remedy.
Element Tank’s limitation of liability and your sole remedy under the foregoing warranty, is a replacement of, or a full refund for, the Content

Severability.
If any term or provision of this Agreement shall to any extent be invalid or unenforceable, the remainder of this Agreement shall not be affected thereby. Each term and provision of the Agreement shall be valid and enforced to the fullest extent permitted by law.

Applicable Law; Jurisdiction.
This Agreement will be governed by the laws of the State of California without regard to conflicts of law principles that would require the application of the laws of any other jurisdiction. You must bring any action or proceeding arising from or relating to this Agreement in a federal court in the District of California, or in state court in the California Superior Court, Riverside County, California, and you irrevocably submit to the jurisdiction and venue of any such court in any such action or proceeding. The Parties' rights and remedies under this Agreement are cumulative. If any legal action is brought to enforce this Agreement, the prevailing party will be entitled to receive its reasonable attorneys' fees, court costs, and other collection expenses, in addition to any other relief it may receive. All waivers must be in writing. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. If any provision of this Agreement is unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.

Miscellaneous.
The section headings used in this Agreement are for convenience and are not to be used in interpreting this Agreement. As used in this Agreement, the word "including" means "including, but not limited to." This Agreement constitutes the complete and entire agreement between the Parties regarding the subject hereof and supersedes all prior or contemporaneous agreements, understandings, and communication, whether written or oral. This Agreement may be amended only by a written document signed by both Parties. The terms of any e-mail, purchase order, order confirmation, receipt or download confirmation, or similar document submitted by you to Element Tank will have no effect.

Injunctive and Other Equitable Relief.
You agree that the remedy at law for any breach or threatened breach of this Agreement by you would, by its nature, be inadequate, and that in such case Element Tank will be entitled, in addition to damages, to a restraining order, temporary and permanent injunctive relief, specific performance and other appropriate equitable relief, without showing or providing that any monetary damage has been sustained.

Assignment.
You may not assign or otherwise transfer this Agreement or any rights hereunder without the prior written consent of Element Tank. A transfer of controlling interest in any entity shall constitute an assignment.

Entire Agreement.
This is the entire agreement between the parties with regard to the subject matter hereof. It supersedes all prior or contemporaneous agreements, understandings, or representations with respect to the Content. This Agreement may not be modified or amended except in a writing signed by both parties. Any preprinted terms on your purchase order shall be given no force or effect and no terms of a purchase order that conflict with this Agreement shall be binding on Element Tank.

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