Stock Medical Illustrations

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TERMS AND CONDITIONS OF USE PLEASE READ THE FOLLOWING TERMS AND CONDITIONS OF USE ("AGREEMENT") CAREFULLY BEFORE PRESSING THE "AGREE" BUTTON. BY PRESSING "AGREE," YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A CORPORATION OR OTHER LEGAL ENTITY ("ORGANIZATION"), THEN (I) ALL REFERENCES TO "CUSTOMER" IN THIS AGREEMENT SHALL MEAN THE ORGANIZATION, AND (II) BY CLICKING THE "I ACCEPT" BUTTON YOU REPRESENT AND WARRANT (X) THAT YOU ARE CURRENTLY EMPLOYED BY OR ARE AN AGENT OR REPRESENTATIVE OF THE ORGANIZATION, (Y) THAT YOU HAVE THE AUTHORITY AND LEGAL ABILITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF THE ORGANIZATION, AND (Z) THE ORGANIZATION AGREES TO BE BOUND BY ALL OF THE TERMS OF THIS AGREEMENT. Legal Graphicworks, Inc. (“LGW”) has developed a service for the preparation of legal graphics (the “Service”), and you (“Customer") seek to utilize the Service. Now, therefore, in consideration of the mutual covenants hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, LGW and Customer hereby agree as follows: 1. LICENSED WORKS 1.1. Grant of Limited License The Service consists in part of the license by Customer of medical illustrations and may in the future additionally consist in part of the license of stock animation and video clips (collectively the “Licensed Works”). LGW hereby grants Customer a limited, non-exclusive and non-transferable license solely to use and display the Licensed Works in connection with one legal case, including demand, mediation proceedings, arbitration proceedings, settlement negotiations, trials, and appeals. 1.2. Restrictions Customer may not use the Licensed Works or any portion thereof or create derivative works therefrom except as expressly permitted by Section 1.1 hereinabove. In illustration and not in limitation of the foregoing, Customer may not copy, archive, distribute, transfer to third parties (whether for or without consideration), or otherwise distribute or sublicense the Licensed Works or any portion thereof, whether in hard copy or electronic form, except in connection with one legal case. Customer further agrees not to remove or attempt to remove any copyright notices of US Legal Graphics or its licensors or other legal notices contained within any of the Licensed Works. 2. CUSTOMER DATA WORKS 2.1. Creation of Customer Data Works The Service consists in part of the creation of timelines and call-outs and in the future may also consist in part of the reformatting or other visual improvement of Customer documents (collectively the “Customer Data Works”). In connection with the creation of Customer Data Works, Customer may submit various materials to LGW (the “Customer Submitted Materials”), including without limitation text, data and documents. Customer retains ownership of the Customer Submitted Materials, and hereby grants LGW a royalty-free right and license to use, reproduce and display such materials solely in connection with Customer’s creation of Customer Data Works. Customer represents and warrants that it owns or otherwise possess all necessary rights with respect to the Customer Submitted Materials, and that the Customer Submitted Materials do not and will not infringe, misappropriate, use or disclose without authorization or otherwise violate any copyright, trade secret right or other intellectual property or other property right of any third party. 2.2. Retained Rights Customer hereby acknowledges that any and all templates, tools, and related software provided or utilized by LGW in connection with the creation of Customer Data Works or incorporated into the work product of the Service are the property of LGW, and except as specifically set forth in Section 2.1 above, no rights of ownership or license rights by or to Customer are created hereby or in connection with Customer’s creation of Customer Data Works. 3. OWNERSHIP OF INTELLECTUAL PROPERTY LGW and its licensors reserve all rights not expressly granted herein. Without limiting the foregoing, all ownership rights in and to the following shall solely vest in and be the property of LGW and its licensors: a) the Licensed Works; b) any underlying tools, templates, documentation, and software regarding the Service generally and all copies thereof (collectively the “LGW Materials”); and c) any and all intellectual property rights associated with any of the foregoing, including without limitation, any patents, trademarks, trade secrets, trade dress, publicity rights, and know-how (“Intellectual Property"). Except as expressly provided in this Agreement, Customer shall not and shall not allow third parties to reproduce, copy, market, sell, distribute, sublicense, perform, display, lease, transfer, translate, modify, adapt, disassemble, decompile, reverse engineer or create derivative works of any element of the Service or the LGW Materials. Customer shall not remove or alter any proprietary legends or notices contained in the LGW Materials. 4. DISCLAIMER OF WARRANTY; CUSTOMER AGREEMENTS 4.1. DISCLAIMER OF WARRANTY THE SERVICE AND LICENSED WORKS ARE PROVIDED "AS IS," AND THE ENTIRE RISK AS TO QUALITY, PERFORMANCE AND ACCURACY OF THE SERVICE AND THE LICENSED WORKS IS WITH CUSTOMER. LGW AND ITS LICENSORS DO NOT MAKE ANY EXPRESS OR IMPLIED WARRANTIES, CONDITIONS, OR REPRESENTATIONS WITH RESPECT TO THE SERVICE OR OTHERWISE REGARDING THIS AGREEMENT, WHETHER ORAL OR WRITTEN, EXPRESS, IMPLIED OR STATUTORY. ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT IS EXPRESSLY EXCLUDED AND DISCLAIMED. 4.2. Customer Agreements In view of the “as is” nature of the Service and the Licensed Works and the limited role of LGW: a) Customer hereby agrees and warrants that neither Customer nor the client of Customer will directly or indirectly require the testimony of any of the LGW Parties (as defined hereinbelow) or the production of documents of any of the LGW Parties; and b) Customer hereby acknowledges and agrees that LGW is not required to and does not review its customer lists for potential conflicts, and accordingly it shall not be a violation of this Agreement or a violation of any legal right of Customer or its client if LGW provides Services and/or Licensed Works to Customer’s opposing counsel or its client. 5. INDEMNIFICATION Customer hereby agrees to indemnify and hold harmless LGW and its affiliates, suppliers and licensors, and the officers, directors, employees and agents of the foregoing (collectively the “LGW Parties”) from and against any and all claims, causes of action, liabilities, damages, losses, expenses and costs (including, without limitation, attorneys' fees) that arise directly or indirectly out of or from: (i) Customer’s violation of this Agreement, any other agreement or terms of use regarding the Service, any representation or warranty contained herein or therein or any applicable law; or (ii) the Customer Submitted Materials. 6. PRIVACY LGW is committed to the privacy of its customers, and will not share any information provided by Customer with third parties, except that LGW may disclose information of Customer if LGW believes in good faith that such disclosure is reasonably necessary: a) to respond to subpoena, government request, or other applicable law, regulation, or legal process; b) to respond to claims asserted against LGW, c) to enforce or administer agreements between LGW and customers, d) for fraud prevention, risk assessment, investigation, customer support, product development and debugging purposes, or e) to protect the rights, property or safety of LGW, its licensors, or other customers. 7. EXCLUSION OF CONSEQUENTIAL DAMAGES; LIABILITY LIMITATIONS CUSTOMER ACKNOWLEDGES AND AGREES THAT IN NO EVENT SHALL ANY OF THE LGW PARTIES HAVE ANY LIABILITY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, OR SPECIAL DAMAGES (INCLUDING WITHOUT LIMITATION LOSS REVENUE, BUSINESS OR PROFITS ) THAT MAY ARISE OUT OF OR RESULT FROM THIS AGREEMENT OR THE USE OR INABILITY TO USE THE SERVICE. IN NO EVENT SHALL THE TOTAL LIABILITY OF THE LGW PARTIES ARISING OUT OF OR RESULTING FROM THIS AGREEMENT OR THE WORK PRODUCT THEREOF OR THE USE OR INABILITY TO USE THE SERVICE EXCEED FIVE HUNDRED DOLLARS ($500.00). THE EXCLUSIONS AND LIMITATIONS OF THIS SECTION 7 SHALL APPLY REGARDLESS OF CAUSE, EVEN IF ANY LGW PARTY HAS BEEN NOTIFIED OF THE POSSIBILITY OR LIKELIHOOD OF THE APPLICABLE DAMAGES OR LIABILITY OCCURRING, REGARDLESS OF WHETHER SUCH DAMAGES OR LIABILITY ARE FORESEEABLE OR UNFORESEEABLE, AND REGARDLESS OF WHETHER SUCH DAMAGES OR LIABILITY ARE BASED IN CONTRACT, TORT, WARRANTY, NEGLIGENCE, STRICT LIABILITY, PRODUCTS LIABILITY OR OTHERWISE. 8. GOVERNING LAW AND JURISDICTION This Agreement shall be interpreted, enforced and governed by Georgia law, without regard to any state’s choice of law rules. All disputes arising out of or relating to this Agreement or termination thereof shall be submitted to the exclusive jurisdiction of the state courts of Fulton County, Georgia and the federal court for the Northern District of Georgia, and Customer irrevocably consents to such personal jurisdiction and waives all objections thereto. 9. GENERAL 9.1. Third Party Beneficiaries Customer hereby agrees and acknowledges that entities and individuals that have licensed or otherwise provided materials to LGW or its affiliates for inclusion in the Service are intended third party beneficiaries to this Agreement. 9.2. Compliance with Law Customer shall comply with all applicable foreign, federal, state and local laws and regulations governing Customer's use of the Service. 9.3. Interpretation Section headings are included herein only for convenience and are not to be used to define, limit or construe the scope of any term or provision of this Agreement. Should any provision of this Agreement require judicial interpretation, the parties agree that the court interpreting or construing the same shall not apply a presumption that the terms of this Agreement shall be more strictly construed against one party than against another. 9.4. Entire Agreement; Severability This Agreement constitutes the entire agreement between Customer and LGW regarding the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, discussions and representations regarding the subject matter hereof, whether written or oral. In case any one or more of the provisions of this Agreement should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.