Mixa Images End User License Agreement

This license agreement (“Agreement”) is between you, the party licensing imagery through this Agreement (“Licensee”), and MIXA Co., Ltd. ("Licensor"). Licensee’s use of the digital files (hereinafter called the “Licensed Material”) as defined below constitutes your acceptance of the terms of this Agreement.

1. Grant of Rights. Subject to the terms of this Agreement:

1.1 Licensee has the non-exclusive, non-transferable, non-sublicensable right to reproduce the Licensed Material an unlimited number of times in any and all media for the following purposes:

1.1.1 Advertising and promotional materials;

1.1.2 Broadcast and theatrical exhibitions;

1.1.3 Print publications;

1.1.4 Electronic publications including website design, up to a maximum resolution of 72dpi; and

1.1.5 Any other uses approved in writing by Licensee

1.2 Licensee has the right to have the Licensed Material Reproduced by subcontractors of Licensee, provided that Licensee ensures that such subcontractors agree to abide by the provisions of this Agreement.

1.3 Licensee may alter, crop, manipulate and create derivative works of the Licensed Material.

2. Restrictions.

2.1 Licensee may store the Licensed Material in network configuration or similar arrangement to allow the Licensed Material to be viewed by employees, partners and clients of Licensee, but under no circumstance may the Licensed Material ever be used by more than 10 Users unless a separate seat license is purchased for each additional User, before such additional use begins.

2.2 Licensee may not sublicense, sell, assign, convey or transfer this Agreement or any of its rights under this Agreement.

2.3 Licensee may not use the Licensed Material as the principle component of commercial products including postcards, calendars, stickers, name cards, preinstalled mobile backgrounds, or illustrations unless a separate license is purchased before such additional use.

2.4 Licensee may not include the Licensed Material in an electronic template intended to be reproduced by third parties on electronic or printed products.

2.5 Licensee may not sell, license or distribute any derivative work containing the Licensed Material in a way that would allow a third party to download, extract or access the Licensed Material as a standalone file.

2.6 Licensed Material shall not be incorporated into a logo, trademark or service mark.

2.7 Licensee may not post the Licensed Material online in a downloadable format or enable it to be distributed via mobile telephone devices.

2.8 Licensee may not use the Licensed Material featuring a model is used in (i) a manner that would lead a reasonable person to believe that the model personally uses or endorses a product or service; or (ii) connection with a subject that would be unflattering or unduly controversial to a reasonable person,

2.9 The Licensed Material may not be used in a pornographic, defamatory or otherwise illegal manner, whether directly or in context or juxtaposition with other materials.

2.10 While efforts have been made to correctly caption the subject matter of the Licensed Material, Licensor does not warrant the accuracy of such information.

3. Copyright. 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, Licensor grants Licensee no right or license, express or implied, to the Licensed Material.

4. Warranty and Limitation of Liability.

4.1 Licensor warrants that: (i) it has all necessary rights and authority to enter into and perform this Agreement; (ii) the Licensed Material will be free from defects in material and workmanship for 30 days from delivery (Licensee’s sole and exclusive remedy for a breach of this warranty being the replacement of the Licensed Material); and (iii) the Licensee’s use of the Licensed Material in its original form and when used in accordance with this Agreement and the Invoice, will not infringe on any copyright, moral right, trademark or other intellectual property right and will not violate any right of privacy or right of publicity.

4.2 LICENSOR MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE LICENSED MATERIAL, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. LICENSOR SHALL NOT BE LIABLE TO LICENSEE OR ANY OTHER PERSON OR ENTITY FOR ANY GENERAL, PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES, OR LOST PROFITS OR ANY OTHER DAMAGES, COSTS OR LOSSES ARISING OUT OF LICENSEE’S USE OF THE LICENSED MATERIAL OR OTHERWISE, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES. LICENSOR’S MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH LICENSEE’S USE OF OR INABILITY TO USE THE LICENSED MATERIAL (WHETHER IN CONTRACT, TORT OR OTHERWISE) SHALL, TO THE EXTENT PERMITTED BY LAW, BE LIMITED TO THE VALUE OF 10 TIMES THE VALUE PAID BY THE LICENSEE FOR THE LICENSED MATERIAL. 

4.3 THE REPRESENTATIONS AND WARRANTIES MADE BY LICENSOR IN THIS AGREEMENT APPLY ONLY TO THE LICENSED MATERIAL AS DELIVERED BY LICENSOR’S AUTHORIZED DISTRIBUTOR AND WILL BE INVALID IF THE LICENSED MATERIAL IS USED BY LICENSEE IN ANY MANNER NOT SPECIFICALLY AUTHORIZED IN THIS AGREEMENT OR IF LICENSEE IS OTHERWISE IN BREACH OF THIS AGREEMENT.