License Agreement

This Agreement governs the terms by which members and clients of Big Site Pty Ltd (trading as Canvz) (ACN 153 456 949) hereinafter referred to as ("Canvz") purchase content from the website www.canvz.com. This Content License Agreement is in addition to the Terms of Use applicable to the Site as well as the Submissions Agreement, Copyright Agreement & Privacy Policy. In the event of any conflict between any of the Agreements on this site then this Agreement will prevail. By making a purchase you are deemed to have agreed to all the terms of this Agreement.


1.1 Acceptance

This document contains many important provisions that affect your rights and obligations. By downloading or purchasing Content (defined in subparagraph 1.2 below), you accept this Agreement either for yourself or on behalf of your employer or the entity that is identified as the member account holder, and agree to be bound by its provisions. If you are accepting on behalf of your employer or the entity that is the member account holder, you represent and warrant that you have full legal authority to bind your employer or such other entity. If you do not have such authority or you do not accept or agree with these terms, do not accept the Agreement and do not download the Content.


1.2 Definitions

In this Agreement: (i) "you" means you or, if you are accepting on behalf of your employer or member account entity, then "you" means that employer or entity and affiliates; and (ii) "Content" means any photographic image, illustration, graphic, animation, Flash file, film or video footage, or other material that you are downloading from the Site, together with any accompanying material.


2. Standard License Terms

We hereby grant to you a perpetual, non-exclusive, non-transferable worldwide license to use the Content for the Permitted Uses (as defined below). Unless the activity or use is a Permitted Use, you cannot do it. All other rights in and to the Content, including, without limitation, all copyright and other intellectual property rights relating to the Content, are retained by Canvz or the supplier of the Content, as the case may be.


3. Permitted Standard License Uses

3.1 Clarification

You may only use the Content for those personal-use and other specified purposes which are Permitted Uses (as defined below). For clarity, you may not use the Content in products for resale (unless you purchase a separate license for each item but you may not resell an original file),license or other distribution, unless the original Content has been fundamentally modified or transformed sufficiently that it constitutes an original work entitling the author or artist to copyright protection under applicable law, and where the primary value of such transformed or derivative work is not recognizable as the Content nor is the Content capable of being downloaded, extracted or accessed by a third party as a stand-alone file (satisfaction of these conditions will constitute the work as a "Permitted Derivative Work" for the purposes of this Agreement). For example, you cannot superficially modify the Content, print it on a t-shirt, mug, poster, template or other item, and sell it to others for consumption, reproduction or re-sale. These uses will not be permitted as or constitute Permitted Derivative Works. If there is any doubt that a work is a Permitted Derivative Work, you should contact Canvz for guidance. Any use of the Content that is not a Permitted Use shall constitute infringement of copyright.


3.2 Permitted Uses

Subject to the restrictions described under Prohibited Uses below, the following are "Permitted Uses" of Content:

3.2.1. Making physical prints at any size on any medium for personal and commercial use.


3.3 Guidance

If there is any doubt that a proposed use is a Permitted Use, you should contact Canvz for guidance.


4. Standard License Prohibitions

4.1 Prohibited Uses

You may not do anything with the Content that is not expressly permitted in the preceding section. For greater certainty, the following are “Prohibited Uses” and you may not:

4.1.1 claim the Content as your own or claim works that are not Permitted Derivative Works as your own;

4.1.2 turn the Content into tubes, stamps, brushes, or other similar items and claim them as your own;

4.1.3 use or display the Content as part of a website design that you create for clients;

4.1.4 use or display the Content on websites or online shops that sell products or services;

4.1.5 use the Content in design template applications intended for resale, whether on-line or not, including, without limitation, scrapbook templates, quick pages, website templates, Flash templates, business card templates, greeting card templates, and brochure design templates;

4.1.6 use or display the Content on websites or other venues designed to induce or involving the sale, license or other distribution of “on demand” products, including postcards, mugs, t-shirts, posters and other items (this includes custom designed websites, as well as sites such as www.cafepress.com);

4.1.7 use any of the Content as part of a trade-mark, design-mark, trade-name, business name, service mark, or logo;

4.1.8 incorporate the Content in any product that results in a re-distribution or re-use of the Content (such as electronic greeting card web sites, scrapbook template, web templates and the like) or is otherwise made available in a manner such that a person can extract or access or reproduce the Content as an electronic file;

4.1.9 use the Content in a fashion that is considered by Canvz (acting reasonably) as or under applicable law is considered pornographic, obscene, immoral, infringing, defamatory or libelous in nature, or that would be reasonably likely to bring any person or property reflected in the Content into disrepute;

4.1.10 use or display any Content that features a model or person in a manner that (i) would lead a reasonable person to think that such person uses or personally endorses any business, product, service, cause, association or other endeavour; or (ii) that depicts such person in a potentially sensitive subject matter, including, but not limited to mental and physical health issues, social issues, sexual or implied sexual activity or preferences, substance abuse, crime, physical or mental abuse or ailments, or any other subject matter that would be reasonably likely to be offensive or unflattering to any person reflected in the Content;

4.1.11 to the extent that source code is contained within the Content, reverse engineer, decompile, or disassemble any part of such source code;

4.1.12 remove any notice of copyright, trade-mark or other proprietary right from any place where it is on or embedded in the Content;

4.1.13 for digital files, share, sub-license, re-sell, rent, lend, assign, gift or otherwise transfer or distribute the Content or the rights granted under this Agreement;

4.1.14 offer or redistribute the Content on CD’s, DVD’s, or any other format;

4.1.15 install and use the Content in more than one location at a time or post a copy of the Content on a network server, web server, shared drive, intranet, email group, or newsgroup of any nature for use by other users;

4.1.16 use or display the Content in an electronic format that enables it to be downloaded or distributed via mobile devices or shared in any peer-to-peer or similar file sharing arrangement;


5. Term of Agreement

5.1 Term and Termination

This Agreement is effective until it is terminated. You can terminate this Agreement by destroying the Content and any Permitted Derivative Works, along with any copies or archives of it or accompanying materials (if applicable), and ceasing to use the Content for any purpose. The Agreement also terminates without notice from Canvz if at any time you fail to comply with any of its terms. Upon termination, you must immediately (i) cease using the Content for any purpose; (ii) destroy or delete all copies and archives of the Content or accompanying materials; and (iii) if requested, confirm to Canvz in writing that you have complied with these requirements.


5.2 Revocation and Amendment

Canvz reserves the right to elect at a later date to revoke or amend the license granted by this Agreement and replace the Content with an alternative for any reason. Upon notice, sent to the address or contact information provided by you for your member account, or such other address as you may advise us in writing to use, from time to time, of such replacement, the license for the replaced Content immediately terminates for any products that do not already exist, and this license automatically applies to the replacement Content. You agree not to use the replaced Content, or any Permitted Derivative Works, for future products and to take all reasonable steps to discontinue use of the replaced Content, or any Permitted Derivative Works, in products that already exist.


6. Limited Representations and Warranties

6.1 Warranty

The Site acts as an exchange of Content between those who provide Content to the Site and those who wish to use such Content. Canvz grants no rights and makes no warranties regarding the use of names, people, trademarks, trade dress, patented or copyrighted designs or works of art or architecture or other forms of intellectual property represented in any Content. While Canvz has made reasonable efforts to correctly categorize and keyword the Content, Canvz does not warrant the accuracy of such information.


6.2 Disclaimer

THE CONTENT IS PROVIDED "AS IS" WITHOUT REPRESENTATION, WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. CANVZ DOES NOT REPRESENT OR WARRANT THAT THE CONTENT WILL MEET YOUR REQUIREMENTS OR THAT ITS USE WILL BE UNINTERRUPTED OR ERROR FREE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE CONTENT IS WITH YOU. SHOULD THE CONTENT PROVE DEFECTIVE, YOU (AND NOT CANVZ) ASSUME THE ENTIRE RISK AND COST OF ALL NECESSARY CORRECTIONS. IN PARTICULAR AND WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, IF YOU ARE DOWNLOADING CONTENT THAT IS IN A FLASH FORMAT OR FILE (WHETHER .SWF OR OTHERWISE) CANVZ MAKES NO REPRESENTATION OR WARRANTY RESPECTING SUCH CONTENT WHATSOEVER, WHETHER AS TO OWNERSHIP, TECHNICAL OR LEGAL COMPLIANCE, OR OTHERWISE.


6.3 Jurisdictional Restrictions

Certain jurisdictions do not allow the exclusion of implied warranties, so the above exclusion may not apply to you. You have specific rights under this warranty, but you may have others, which vary from jurisdiction to jurisdiction.


7. Limitation of Warranties and Liability

7.1 Canvz's Liability

Canvz’s entire liability and your exclusive remedy, with respect to any claims arising out of your use of the Content, or out of your actions in downloading the Content, shall be as follows:

7.1.1 You may, upon request to Canvz, be permitted to download the Content again, at a location Canvz will provide for you;


7.2 Limitation of Liability

IN NO EVENT SHALL CANVZ OR ANY OF ITS AFFILIATES OR CONTENT PROVIDERS OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, PARTNERS OR AGENTS BE LIABLE FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING DAMAGES FOR LOSS OF PROFITS, INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) IN CONNECTION WITH ANY CLAIM, LOSS, DAMAGE, ACTION, SUIT OR OTHER PROCEEDING ARISING UNDER OR OUT OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION YOUR USE OF, RELIANCE UPON, ACCESS TO, OR EXPLOITATION OF THE CONTENT, OR ANY PART THEREOF, OR ANY RIGHTS GRANTED TO YOU HEREUNDER, EVEN IF CANVZ HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER THE ACTION IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR OTHERWISE.


7.3 Maximum Liability

IN ANY EVENT, THE TOTAL MAXIMUM AGGREGATE LIABILITY OF CANVZ UNDER THIS AGREEMENT, THE LICENSE PROVIDED HEREUNDER, OR THE USE OR EXPLOITATION OF ANY OR ALL OF THE CONTENT IN ANY MANNER WHATSOEVER SHALL BE LIMITED TO THE FEES ACTUALLY PAID BY YOU TO CANVZ UNDER THIS AGREEMENT IN RESPECT OF THE USE OF THE RELEVANT CONTENT.


7.4 Jurisdictional Restrictions

SOME JURISDICTIONS DO NOT ALLOW FOR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.


8. Indemnification

You agree to indemnify, defend and hold Canvz, its affiliates, its Content providers and their respective directors, officers, employees, shareholders, partners and agents (collectively, the “Canvz Parties”) harmless from and against any and all claims, liability, losses, damages, costs and expenses (including reasonable legal fees on a solicitor and client basis) incurred by any Canvz as a result of or in connection with any breach by you or anyone acting on your behalf of any of the terms of this Agreement.


9. General Provisions

9.1 Other Agreements

You specifically agree and acknowledge that you have, in addition to the terms of this Agreement, reviewed the terms of the Membership Agreement and Terms of Use and any other agreements which may be incorporated by reference therein, and to the extent of their incorporation in this Agreement you agree to be bound by them.


9.2 Non-Waiver

Canvz’ failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right.


9.3 Assignment; Binding Effect

This Agreement is personal to you and is not assignable by you without Canvz’ prior written consent. Canvz may assign this Agreement without your consent to any other party so long as such party agrees to be bound by its terms.


9.4 Severability

If all or part of any provision of this Agreement is wholly or partially unenforceable, the parties or, in the event the parties are unable to agree, a court of competent jurisdiction, shall put in place of such whole or part provision an enforceable provision or provisions, that as nearly as possible reflects the terms of the unenforceable whole or part provision.


9.5 Taxes and Duties

You agree to pay and be responsible for any and all sales taxes, use taxes, value added taxes and duties imposed by any jurisdiction as a result of the license granted to you, or of your use of the Content, pursuant to this Agreement.


9.6 Governing Law

This Agreement will be governed under the laws of the New South Wales, Australia applicable therein.


9.7 Notices

You consent to service of any required notice or process upon you by registered mail or overnight courier with proof of delivery notice, addressed to the address or contact information provided by you at the time the Content was downloaded, or such other address as you may advise us in writing to use, from time to time.


Acknowledgement

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND HAD AN OPPORTUNITY TO SEEK INDEPENDENT LEGAL ADVICE PRIOR TO AGREEING TO IT. IN CONSIDERATION OF CANVZ AGREEING TO PROVIDE THE CONTENT, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND CANVZ, WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN YOU AND CANVZ RELATING TO THE SUBJECT OF THIS AGREEMENT.

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