THIS IS A LICENSE, NOT A SALE, THEREFORE, YOU ONLY HAVE THOSE RIGHTS THAT ARE EXPRESSLY STATED HEREIN.
THIS LICENSE AGREEMENT (“AGREEMENT”) DEFINES WHAT YOU ARE LEGALLY ALLOWED TO DO WITH THE TEMPLATE(S) AND THE CUSTOMIZED MATERIALS CREATED THEREFROM AND CONTAINS LIMITATIONS ON WARRANTIES AND REMEDIES. THIS AGREEMENT IS A LEGAL AGREEMENT BETWEEN YOU AND MMG WORLDWIDE, INC., A MISSOURI CORPORATION (“ST. JOSEPH, MISSOURI”). BY CLICKING THE “I AGREE” BUTTON, YOU AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT.
Summary. This summary provides you with a brief description of some of the terms of this Agreement.
ST. JOSEPH, MISSOURI grants you a non-exclusive right to use the Templates to create customized advertising materials for yourself and your Affiliates. You can only use the Templates as specifically allowed in this Agreement.
ST. JOSEPH, MISSOURI owns all rights to the Templates (but not any material you insert or upload into the Templates), the final creative artwork resulting from a customized Template and all information on its web site which you may not use except as allowed in this Agreement.
While ST. JOSEPH, MISSOURI makes every effort to provide quality Templates for your use, it does not guarantee the creative quality or performance of the customized materials created from the Templates. The Templates are provided on an “as is”, “as available” basis.
You are solely responsible for all damages and all violations of any law caused by your uploading of any material or other use of the Templates or the ST. JOSEPH, MISSOURI’s web site. ST. JOSEPH, MISSOURI will not be liable for any damages you suffer from using the Templates. Even if a court grants you damages, the most you can recover is the amount you paid ST. JOSEPH, MISSOURI for using that Template.
If ST. JOSEPH, MISSOURI suffers damages because you use the Templates in a way that violates this Agreement, you will repay ST. JOSEPH, MISSOURI all of its damages, including attorneys fees. You are liable for all uses of the Templates or ST. JOSEPH, MISSOURI’s web site under your user name and password, even if you did not authorize it. Protect your user name and password. You will only upload material into the Templates or ST. JOSEPH, MISSOURI’s web site that you own or have the legal right to use, including releases from all people that are recognizable in any uploaded photograph.
You must pay all sales taxes, use taxes, value added taxes and duties imposed because of your use of the Templates and ST. JOSEPH, MISSOURI web site. The Agreement is governed by Missouri law. ST. JOSEPH, MISSOURI may terminate this Agreement at any time that you violate this Agreement. Otherwise, your license will terminate when you stop using the Templates and you destroy all copies of the customized materials created from the Templates. If ST. JOSEPH, MISSOURI wins any action against you to enforce this Agreement, it may also recover its attorney fees.
THIS IS ONLY A SUMMARY THAT DOES NOT ADDRESS ALL TERMS OF THIS AGREEMENT. CAREFULLY READ THE AGREEMENT IN ITS ENTIRETY PRIOR TO AGREEING TO ITS TERMS. IF THERE IS ANY STATEMENT IN THIS SUMMARY THAT CONFLICTS WITH THE LANGUAGE OF THE AGREEMENT, THE AGREEMENT WILL CONTROL.
License. Upon payment of the appropriate fee, ST. JOSEPH, MISSOURI grants to you a revocable, non-exclusive, non-transferable, non-sublicensable worldwide license to use the selected off-the-shelf or custom template(s) (“Templates”) for use in the creation of customized materials for your use or use by your Affiliates (as hereinafter defined in Section 16) in accordance with the terms and conditions of this Agreement. You may only use the Templates and customized materials for the Permitted Uses described below. All other rights in and to the Templates and customized materials (excluding the Uploaded Material (as hereinafter defined in Section 9)), including, without limitation, all copyright and other intellectual property rights, including any goodwill associated therewith, are retained by ST. JOSEPH, MISSOURI.
Permitted and Prohibited Uses. You may ONLY use the Templates to create customized materials for your own advertising and promotional purposes or for the advertising and promotional purposes of your Affiliates (as defined herein). You may NOT: (1) use the Templates or make copies of the Templates except as specifically permitted in this Agreement; (2) use the Templates to create customized materials for use by any other Person (as hereinafter defined in Section 15) other than your Affiliate; (3) publish or distribute the Templates in any computer readable format; (4) sublicense, lease, assign or otherwise transfer the Templates or the customized materials; (5) modify the Templates; or (6) merge all or any part the Templates into another template or program or create derivative works from the Templates.
ST. JOSEPH, MISSOURI’s Intellectual Property Rights and Use. All information in this web site, including the Templates, is copyrighted by ST. JOSEPH, MISSOURI unless otherwise indicated. All rights are reserved by ST. JOSEPH, MISSOURI, and no content from this web site, including the Templates, may be reproduced, downloaded, disseminated, published or transferred in any form or by any means, except as permitted by this Agreement or with the prior written consent of ST. JOSEPH, MISSOURI in each instance; provided, however, that you may download the Templates to a single computer for your own use of proofing your customized Templates. No part of such Templates may be otherwise or subsequently reproduced, downloaded, disseminated, released, published or transferred in any form or by any means, except as permitted by this Agreement or with the prior written permission of, and with express attribution to ST. JOSEPH, MISSOURI. The creative layouts and artwork designs resulting from a customized Template are owned by ST. JOSEPH, MISSOURI. Copyright infringement is a violation of federal law subject to criminal and civil penalties.
Quality of Templates; No Creative Consulting Advise. While every effort is made to provide quality Templates, ST. JOSEPH, MISSOURI does not guarantee the performance or creative quality of the customized materials created from the Templates. Use of a Template should be undertaken only after an independent review of its creative quality and performance. The Templates are subject to change at any time by ST. JOSEPH, MISSOURI without notice to past, current or prospective visitors. By entering into this License Agreement, you are licensing ST. JOSEPH, MISSOURI’ rights to the Templates and not purchasing any of its creative consulting services.
No Warranties. THE TEMPLATES ARE PROVIDED ON AN “AS IS,” “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THOSE OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, INCLUDING NON-INFRINGEMENT OF PATENTS, COPYRIGHTS AND OTHER INTELLECTUAL PROPERTY RIGHTS OF OTHERS OR ANY WARRANTY ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. ST. JOSEPH, MISSOURI DOES NOT REPRESENT OR WARRANT THAT THE TEMPLATES WILL MEET YOUR REQUIREMENTS OR THAT THEIR USE WILL BE UNINTERRUPTED OR ERROR FREE. YOU SHALL BEAR THE ENTIRE RISK AS TO THE QUALITY OF THE TEMPLATES OR THAT THEY WILL SATISFY YOUR NEEDS.
Limitation on Liability. ST. JOSEPH, MISSOURI, ITS DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS SHALL NOT BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES WHATSOEVER THAT YOU OR ANY OTHER PERSON SUFFERS OR INCURS, INCLUDING BUT NOT LIMITED TO LOSS OF REVENUE OR PROFIT, LOST OR DAMAGED DATA OR OTHER COMMERCIAL OR ECONOMIC LOSS, EVEN IF ST. JOSEPH, MISSOURI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR THEY ARE FORESEEABLE. THE MAXIMUM AGGREGATE LIABILITY THAT ST. JOSEPH, MISSOURI AND ITS DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS SHALL HAVE TO YOU UNDER THIS AGREEMENT SHALL NOT EXCEED THE LICENSE FEES PAID BY YOU FOR THE TEMPLATE(S) THAT RELATE TO THE LOSS YOU SUFFER OR INCUR. THE LIMITATIONS ON LIABILITY UNDER THIS PARAGRAPH WILL SURVIVE TERMINATION OF THIS AGREEMENT FOR ANY REASON.
In states or countries which do not allow some or all of the above limitations, liability shall be limited to the greatest extent permitted by applicable law.
Indemnification. You hereby agree to indemnify, defend and hold harmless ST. JOSEPH, MISSOURI, its directors, officers, employees and agents from and against any and all causes of action, claims, costs, damages, losses and expenses, including, without limitation, reasonable attorneys’ fees, arising from or as a result of your breach of this Agreement, including your breach as a result of your infringement, misuse or misappropriation of any patent, copyright, trademark, trade name or service mark, trade secret, right to privacy, right to publicity, or any other applicable law or proprietary right of a third party. Your indemnification obligations under this paragraph will survive termination of this Agreement for any reason.
Passwords. You acknowledge and agree that you will be responsible for each and every access or use of ST. JOSEPH, MISSOURI’s web site with your user name and password, and that ST. JOSEPH, MISSOURI is authorized to accept your user name and password as conclusive evidence that you wish to use the Templates or upload any Uploaded Material into the Templates pursuant to this Agreement. ST. JOSEPH, MISSOURI shall have no liability or responsibility to monitor the use of Templates or uploading of any Uploaded Material into the Templates under your user name and password.
Your Responsibility for Uploaded Materials. You acknowledge that ST. JOSEPH, MISSOURI PROHIBITS the use or uploading of any material that infringes on any patent, trademark, copyright, trade secret, right to privacy, right to publicity, or any other applicable law or proprietary right. By uploading any material to the web site, including but not limited to words, photographs and other images (collectively any material you upload to the web site being referred to herein as the “Uploaded Material”), you are representing to ST. JOSEPH, MISSOURI that you own all proprietary rights, including copyright, in and to that Uploaded Material or have the right to use that Uploaded Material in the manner expected when it is uploaded. If the Uploaded Material contains images of people or persons, you represent to ST. JOSEPH, MISSOURI that you have obtained a valid and binding release from all required parties that permits the expected use of the Uploaded Material under this Agreement. You are responsible for the accuracy, completeness and quality of all Uploaded Material and agree to use this web site only for lawful purposes. You are PROHIBITED from uploading any unlawful, harmful, threatening, abusive, harassing, defamatory or obscene material of any kind, including, without limitation, any material that encourages criminal conduct, gives rise to civil liability or otherwise violates any applicable local, state, federal or international law.
ST. JOSEPH, MISSOURI’ Disclaimer and Rights Regarding Uploaded Materials. ST. JOSEPH, MISSOURI does not and cannot review all Uploaded Material and is not responsible for the content, accuracy, completeness, quality, or consequences of your uploading any Uploaded Material. Notwithstanding the foregoing, ST. JOSEPH, MISSOURI reserves the right to delete, move, refuse to accept or edit all Uploaded Material that it determines, in its sole discretion, violates or may violate this Agreement, the intellectual or proprietary rights of any Person, any of ST. JOSEPH, MISSOURI’ policies or is otherwise unacceptable to ST. JOSEPH, MISSOURI. ST. JOSEPH, MISSOURI shall have the right, but not the obligation, to correct any errors or omissions in any Uploaded Material, as it determines in its sole discretion.
Links to Other Web Sites and Resources. At certain places in this web site, live “links” to other web site addresses and resources can be accessed. The links are for convenience purposes only, and the inclusion does not imply that ST. JOSEPH, MISSOURI endorses these web sites. Such external web sites contain information created, published, maintained or otherwise posted by institutions or organizations independent of ST. JOSEPH, MISSOURI. ST. JOSEPH, MISSOURI does not guarantee the accuracy, completeness, timeliness or quality of information available from other web sites. Use of any information from other web sites is voluntary, and reliance on it should be undertaken only after an independent review of its accuracy, completeness, timeliness and quality. ST. JOSEPH, MISSOURI shall not be liable, directly or indirectly, for any damage or loss caused, or alleged to be caused, by, or in connection with, the use of, or the reliance upon, any information, content, goods or services available on or through any third party web sites, including resources linked to this web site.
Internet Software or Computer Viruses. Internet software or transmission problems may produce inaccurate or incomplete copies of information contained on this web site. Computer viruses and other destructive computer code may also be inadvertently downloaded from this web site. ST. JOSEPH, MISSOURI shall not be responsible or liable for any software, computer viruses or other computer code that may adversely impact your use of your computer equipment or other property on account of your access to, use of, or browsing on this web site or your downloading of any Templates; customized materials or other files from this web site. ST. JOSEPH, MISSOURI recommends that you install appropriate anti-virus or other protective software.
Taxes. You will pay all sales taxes, use taxes, value added taxes and duties imposed by any jurisdiction as a result of the license granted to you hereunder, or your use of the Templates or the customized materials pursuant to this Agreement.
Term. Except as otherwise provided herein, the license granted to you under this Agreement shall continue for as long as you use the Templates or the customized materials; provided, however, it will terminate if you fail to comply with any of the terms or conditions hereof. Upon termination of your license for any reason, you will immediately cease using the Templates and the customized materials and shall destroy all copies thereof in any form that they exist. All disclaimers of warranties, limitations of liability and indemnification provisions shall survive termination of this Agreement for any reason.
Definition of Person; Entity. For purposes of this Agreement, “Person” shall mean any individual or Entity. “Entity” means any partnership, limited liability company, corporation, trust, business trust, real estate investment trust, estate, or other association or business organization.
Definition of “Affiliate”. For purposes of this Agreement “Affiliate” of a Person shall mean (a) any Entity that, directly or indirectly, controls, or is controlled, by such Person or (b) any Person that is a member of the Person’s hotel management company or similar management arrangement.
Governing Law; Complete Agreement. This Agreement constitutes the complete agreement between the parties with respect to your use of ST. JOSEPH, MISSOURI’s web site, the Templates and the customized materials and supersedes all prior or contemporaneous agreements, discussions, representations and warranties, whether oral or written, with respect to the subject matter of this Agreement. You acknowledge that no promises, representations, inducements, agreements or warranties, other than those set forth in this Agreement, have been made to induce you to execute this Agreement. This Agreement is deemed to have been entered into in the State of Missouri and will governed by the laws of the State of Missouri, USA, without giving effect to its choice of laws provisions. The parties expressly agree that the United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement and shall not be used in any manner with respect to the interpretation or enforcement of this Agreement. Any cause of action or other resolution of any dispute hereunder shall be subject to the exclusive jurisdiction and venue of the state and federal courts located in Kansas City, Missouri, USA.
Amendments. This Agreement cannot be amended or modified unless such amendment or modification is in writing and signed by both you and ST. JOSEPH, MISSOURI.
Assignment; Sublicensing. You may not assign, sublicense, lease or otherwise transfer any of the Templates or any customized materials (excluding the Uploaded Materials) to, or permit their use by, any Person other than your Affiliates without ST. JOSEPH, MISSOURI’s prior written consent, in each instance. ST. JOSEPH, MISSOURI may assign this Agreement without your consent to any other party so long as such party agrees to be bound by its provisions.
Waiver. ST. JOSEPH, MISSOURI’s waiver of any condition or covenant of this Agreement, or its failure to exercise a right or remedy available to it, shall not constitute a further waiver of the same or any other condition, covenant, right or remedy.
Enforceability. If any provision of this Agreement is held to be invalid, illegal or unenforceable for any reason, such invalidity, illegality or unenforceability shall not effect any other provision hereof and such other provisions shall be interpreted and construed as if the invalid, illegal or unenforceable provisions had never been contained herein.
Attorney’s Fees. If ST. JOSEPH, MISSOURI prevails against you, in whole or in part, in any action to enforce the provisions of this Agreement, whether for injunctive relief or damages or both, then in addition to all other damages or relief, ST. JOSEPH, MISSOURI shall be also entitled to recover from you the costs and expenses incurred in the successful pursuit of such action or portion thereof, including reasonable attorneys’ fees.
Agreement in English. The parties have expressly requested that this Agreement and all documents relating thereto be drawn up in English. Les parties ont exigé que la presente conventior oinsi que tous documents s‘y rottachant soient rédiges dans la langue anglais.