Content License Agreement

This is a legal contract between you and Clik International. By downloading Content from our web site, you have agreed to be bound by the terms of this Agreement in respect of that Content. If you do not accept or agree with these terms do not download the Content.

This is a license, not a sale. We or our Members continue to own the intellectual property rights in the Content. The Content is provided under the terms of the following license agreement ("Agreement") that states what you may and may not do with the Content and contains limitations on warranties and remedies.

Only you are permitted to use the Content. Any additional persons who wish to use the Content must download it from the Clik International web site themselves. Within this Agreement, "Clik International", "we", "our" and "us" refers to Clik International., and "you" and "your" refers to you, the customer.

1. This Agreement governs your use of Clik International's Content (namely, the photographic image, illustration, animation, audio clip, Flash file, or other material that you are downloading from the Clik International web site in conjunction with you entering into this Agreement with Clik International ("Content").

2. We hereby grant to you a perpetual, non-exclusive, non-transferable license to use the Content on the terms and conditions contained in this Agreement. Unless the activity is expressly permitted, you cannot do it. All other rights to and in the Content and accompanying materials (if applicable), including, without limitation, all intellectual property rights relating thereto, are retained by Clik International or its Members, as the case may be.

Permitted Uses:

3. You may:

1. install the Content in only one location; you may physically transfer the Content and its archives from one location to another, however it may only be used in one location at a time;
2. make one (1) copy of the Content solely for back-up purposes; you must reproduce all proprietary notices on this single back-up copy;
3. use the Content in the following applications:
   1. advertising and promotional projects, including printed materials, packaging, presentations, film and video presentations, commercials, books and book covers, greeting cards and postcards;
   2. online or electronic publications, including web pages to a maximum of 640 x 480 pixels @ 72 dpi;
   3. prints (i.e. a hardcopy) and reproductions for personal use;
4. create Derivative Works (namely an original work within the meaning of the Copyright Act (USA) which incorporates but is not substantially similar to the Content) by incorporating the Content into your own work;
5. use the Derivative Works in the same manner as permitted in section 3(c) above, and in items for resale including t-shirts, mugs, calendars and mouse pads; and
6. transfer files containing Content or Derivative Works to your clients, printers, or ISP for the purpose of reproduction, provided that such parties shall have no further rights to use the Content.

Prohibited Uses:

4. You may not do anything with the Content that is not expressly permitted. You may not provide a copy of the Content, or any portions thereof, to anyone or allow anyone to gain access to the Content, or any portion thereof, except as permitted above. For greater certainty, you may not:

1. use the Content in design template applications for resale, including, without limitation, web site templates, flash templates, and brochure design templates;
2. display the Content on web sites designed to induce sales of "print on demand" products, including postcards, mugs, t-shirts, posters and other items (this includes custom designed web sites as well as sites such as Cafe Press (i.e. www.cafepress.com));
3. use the Content in any posters (printed on paper, canvas or other mediums) or other items for resale;
4. use the Content in a fashion that is considered by Clik International. (acting reasonably) as pornographic, obscene, defamatory or libelous in nature;
5. use any image in the Content that depicts a person to endorse a business, product or service;
6. use any image in the Content that depicts a person in a potentially sensitive subject matter, including, but not limited to mental and physical health issues, social issues, contraband or crime;
7. to the extent that source code is contained within the Content or accompanying materials (if applicable), reverse engineer, decompile, or disassemble any part of such source code;
8. sub-license, re-sell, rent, lend, or otherwise distribute the Content;
9. post a copy of the Content on a network server or web server for use by other users; or
10. transfer the rights to the Content or accompanying materials (if applicable), except as specifically provided for elsewhere in this Agreement.

Additional Royalty:

5. Notwithstanding anything to the contrary herein, you agree that in the event that you or a Related Party (as defined in the Income Tax Act (Canada)) either individually or in combination reproduce the Content, or an element of the Content, in excess of 500,000 times, you shall be required to pay an additional royalty fee equal to CA $0.01 for each reproduction which is in excess of 500,000 reproductions. This additional royalty does not apply to advertisements in magazines, newspapers or web sites

6. You further agree to notify Clik International in the event that you (or a combination of you and Related Parties) reproduce the Content, or an element of the Content in excess of 500,000 times. Such disclosure notice must be sent to Clik International each and every month in which the Content, or an element of the Content, which you have reproduced in aggregate over the term of this Agreement in excess of 500,000 times is reproduced. Each such notice must contain the number of reproductions made in any particular month, provided however where you are sending the first such notice to Clik International you will only be required to disclose those reproductions made in combination by you and Related Parties which are in excess of 500,000.

7. Clik International shall invoice you for the fees associated with such excess use and you agree to pay such invoice within 30 days of receipt.

Term:

8. This Agreement is effective until it is terminated. You can terminate this Agreement by destroying the Content, and any Derivative Works related thereto, along with any copies or archives of it or accompanying materials (if applicable), and ceasing to use the Content, and any Derivative Works related thereto, for any purpose. The Agreement also terminates if at any time you fail to comply with the terms of this Agreement. Upon termination of this Agreement, you hereby agree to destroy all copies and archives of the Content, and any Derivative Works related thereto, to cease using the Content, and any Derivative Works related thereto, for any purpose, and to confirm to Clik International in writing that you have complied with these requirements.

9. Termination of this Agreement does not relieve you of your responsibilities to pay any amounts due to Clik International under this agreement or your obligations to not use the Content, or any Derivative Works related thereto, other than in the manner permitted under this Agreement.

Limited Representations and Warranties:

10. The Clik International web site acts as an exchange of Content between those who provide Content to the web site (our Members) and those who wish to use such Content. Accordingly, Clik International makes no representation or warranty that any Content provided is Royalty Free.

11. Statements as to any rights and ownership of the Content are provided as a reference only and questions regarding the usability for any purpose or proposed use should be directed to the party who uploaded or otherwise provided the Content to our web site

12. THE CONTENT AND ACCOMPANYING MATERIALS (IF APPLICABLE) ARE PROVIDED "AS IS" WITHOUT REPESENTATION, 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. Clik International 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 CLIK INTERNATIONAL) ASSUME THE ENTIRE COST OF ALL NECESSARY CORRECTIONS.

13. 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.

Limitation of Remedies & Liability:

14. Clik International's entire liability and your exclusive remedy, with respect to any claims arising out of your use of the Content or accompanying material (if applicable), or out of your actions in downloading the Content, shall be as follows:

1. You may, upon request to Clik International, be permitted to download the Content again, at a location Clik International will provide for you;
2. If you continue to be unable to download the Content, Clik International will refund the fee actually paid by you in respect of the use of such Content, provided Clik International determines in its sole and absolute discretion that you have been unable to download such Content successfully.

15. IN NO EVENT SHALL CLIK INTERNATIONAL OR ANY OF ITS 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 WE HAVE 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.

16. IN ANY EVENT, THE TOTAL MAXIMUM AGGREGATE LIABILITY 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 CLIK INTERNATIONAL UNDER THIS AGREEMENT IN RESPECT OF THE USE OF THE CONTENT.

17. 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.

Indemnification:

18. You agree to indemnify and hold Clik International harmless against all claims or liability asserted against Clik International arising out of or in connection with any breach by you or anyone acting on your behalf of any of the terms of this Agreement.

General:

19. If any provision or part thereof 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 thereof an enforceable provision or provisions, or part thereof, that as nearly as possible reflects the terms of the unenforceable provision or part thereof.

20. 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.

21. Clik International reserves the right to elect at a later date to replace the Content with an alternative for any reason. Upon notice, sent 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, of such replacement, the license for the replaced Content 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 Derivative Works related thereto, for future products and to take all reasonable steps to discontinue use of the replaced Content, or any Derivative Works related thereto, in products that already exist.

Jurisdiction & Arbitration:.

22. If Clik International is obligated to go to court, rather than arbitration, to enforce any of its rights, or to collect any fees, you agree to reimburse Clik International for its legal fees, costs and disbursements if Clik International is successful.

23. YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND CLIK INTERNATIONAL, WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN YOU AND CLIK INTERNATIONAL RELATING TO THE SUBJECT OF THIS AGREEMENT.

Last Updated: August 21, 2008