This is a legal agreement between You or the Organization on whose behalf you are undertaking the License described below ("Licensee") and TheTheFly.com ("TheTheFly"). This agreement applies to licenses issued via the world wide web and is applicable to online, digital and analog (physical) delivery of Licensed Material.
"Licensed Material" means any digital still image, graphic, icon, icon set or web template, visual representation generated optically, electronically, digitally or by any other means including copies, prints, digital files or reproductions thereof of the material. Any reference in this Agreement to the Licensed Material shall be to each individual item within the Licensed Material and also to the Licensed Material taken as a whole.
The Licensed Material is not being sold; it is being provided to the Licensee under the terms of this agreement, which allows for use of Licensed Material but does not transfer ownership. Ownership remains with TheTheFly;
Licensee has the non-exclusive, non-transferable, non-sublicensable right to use the Licensed Material an unlimited number of times in any and all media for the following commercial or personal purposes (together the "Permitted Uses") subject to the restrictions set forth in the Agreement. Any uses other than the Permitted Uses must be approved by TheTheFly in writing.
Permitted Uses include the following:
Licensee may alter, crop, manipulate and create derivative works of the Licensed Material;
Licensee's rights to the Licensed Material are worldwide;
Unauthorized use will results in immediate termination of this license, and with it, Licensee's rights to use the Licensed Material.
Licensee may not rent, sublicense, sell, assign, convey or transfer Licensed Material, this Agreement or any of its rights under this Agreement. Licensee may not include the Licensed Material in an electronic template intended to be Reproduced by third parties on electronic or printed products;
Licensee may not sell, license or distribute any derivative work based on the Licensed Material;
Licensed Material may not be incorporated into a logo, trademark or service mark;
Licensee may not post the Licensed Material online in a downloadable format or enable it to be distributed via mobile devices.
Licensee may not use Licensed Material in electronic items for resale, such as website templates, electronic devices (i.e. computer, iPhone, phones, etc.) software applications, document templates, wallpapers, screensavers, e-cards or similar products that Licensee intend to sell or distribute;
Licensee may not use Licensed Material on physical items for resale and "print on demand" items such as t-shirts, postcards, mouse pads, coffee mugs, calendars (e.g. on sites like Cafepress), or on any similar mass produced items that would contain the Licensed Material in a partly, or dominant way;
Licensee may not use the Licensed Material for pornographic, unlawful or other immoral purposes, for spreading hate or discrimination, or to defame or victimize other people, societies, cultures;
No ownership or copyright in any Licensed Material shall pass to Licensee by the issuance of the license contained in this Agreement. Except as expressly stated in this Agreement, TheTheFly grants to Licensee no right or license, express or implied, to the Licensed Material.
The license contained in this Agreement will terminate automatically without notice from TheTheFly if Licensee fails to comply with any provision of this Agreement. Upon termination, Licensee must immediately (i) stop using the Licensed Material; (ii) destroy the Licensed Material; and (iii) delete or remove the Licensed Material from Licensee's premises, computer systems and storage (electronic or physical) and promptly confirm same to TheTheFly in writing;
TheTheFly reserves the right to revoke the license to use the Licensed Material for good cause and elect to replace such Licensed Material with alternative Licensed Material. Upon notice of any revocation of such license, Licensee shall immediately cease using such Licensed Material and shall where possible ensure that its clients and customers do likewise. Licensee shall delete all electronic copies of Licensed Material from its electronic storage media, confirming the same to TheTheFly in writing.
The Licensed Material provided under the terms of this License are owned by TheTheFly. Licensee is urged to fully test the Licensed Material prior to distribution of any software in which it is to be used and to bring any difficulties encountered to the attention of TheTheFly before such distribution. THETHEFLY HEREBY DISCLAIMS ALL LIABILITY FOR INCIDENTAL, CONSEQUENTIAL AND SPECIAL DAMAGES ARISING OUT OF ANY DEFECTS IN MATERIALS AND WORKMANSHIP INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR USE.
Licensee shall defend, indemnify and hold TheTheFly and its respective officers, directors and employees harmless from all damages, liabilities and expenses (including reasonable attorneys' fees and permitted and authorized costs), arising out of or as a result of claims by third parties relating to Licensee's use of any Licensed Material outside the scope of this Agreement and any other breach by Licensee of this Agreement.
These terms and conditions are all the terms and conditions that apply to this License. No other terms or prior understandings shall be used to alter the plain meaning of these terms or to expand the License unless subsequently agreed to in writing by the parties in amending this License.