BLIPSHIFT COVER PHOTO USE AGREEMENT
By downloading a Cover Page from Blipshift you agree to the following terms. This Agreement ("Agreement") is entered into as of the Effective Date defined herein, by and between Blipshift and the applicant requesting to use Blipshift Imagery ("Licensee"). The parties agree as follows:
1. License Grant. Provided that Licensee complies with the terms, conditions and provisions stated in this Agreement, Blipshift grants Licensee a limited, non-exclusive, revocable, non-transferable royalty-free license to use the Blipshift-provided Designs and Imagery ("Imagery") for the sole purpose of an individual's non-commercial use as a Facebook Cover Photo.
2. License Requirements & Restrictions. The license granted in Section 1 may be used as an individual's cover photo on Facebook, and only for the duration granted, and are subject to the restrictions and obligations of Licensee set forth in this Agreement, including the following:
(a) Specific Restrictions.
(i) Licensee shall not modify, enhance or change the imagery or combine it with another mark or use, adopt or register any marks confusingly similar to the Blipshift Logo.
(ii) Licensee shall not omit portions or use a partial version of the Blipshift Imagery.
(iii) Licensee shall not use the Imagery: (a) in any manner that is likely to reduce, diminish or damage the goodwill, value or reputation associated with the Imagery; (b) in any manner as would violate the rights of any third parties;
(c) in any manner that would result in any third party claim or in any governmental investigation, claim or proceeding alleging unlawful or improper use of the Imagery.
(iv) Licensee shall not use the Imagery for commercial purposes unless authorized by Blipshift in a separate signed license agreement.
(v) Licensee shall not grant permission to any third person to use Blipshift’s Imagery.
(b) Nonconforming Goods, Services, Activities and Materials. If Licensee becomes aware that any goods, services, activities or materials associated with its use of the Imagery do not comply with the requirements of this Agreement, it will cease all use of the Imagery on or in association with the nonconforming goods, services, activities or materials. Licensee will immediately remove the Imagery from all such tangible or virtual items.
(c) Third-Party Infringement. Licensee will promptly notify Blipshift if they become aware of any infringement (threatened, suspected or actual) of the Imagery by a third party. Licensee does not have the right or the obligation to prosecute any infringement claims against third-party infringers.
(d) Noncompliance. Licensee will immediately, at their sole cost and expense, correct any usage of the Imagery that Blipshift regards as failing to comply with the requirements set forth in this Agreement.
3. Effective Date, Term, and Termination.
(a) Effective Date. This Agreement shall commence and become effective (the "Effective Date") upon Licensee’s downloading of Blipshift Imagery.
(b) Term. The term of the Agreement will be one year, commencing on the Effective Date.
(i) Licensee may terminate this Agreement at any time by providing written notice to Blipshift and by discontinuing all use of the Imagery Termination will be deemed effective when Blipshift is in receipt of written notice.
(ii) Blipshift may terminate this Agreement upon thirty (30) days written notice if Licensee breaches any provision of this Agreement and fails to cures such breach within such thirty (30) day period.
(iv) Upon termination of this Agreement, the license granted shall immediately terminate. Licensee will immediately discontinue all use of the Imagery Licensee will also remove Blipshift’s Imagery from all materials to which it has been applied.
4. Liability. In no event shall Blipshift be liable for lost profits or special, incidental or consequential damages arising out of or in connection with this Agreement.
5. Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of New York. Both parties submit to jurisdiction in New York and further agree that any cause of action arising under this Agreement shall be brought in a court in the County of New York, NY.
6. Severability. If any provision of this Agreement is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force without being impaired or invalidated.
7. Independent Contractors. The parties are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser/ franchisee relationship is intended or created by this Agreement. Neither party will make any warranties or representations on behalf of the other party.
8. Entire Agreement. This Agreement sets forth the entire understanding and agreement of the
parties and supersedes any and all oral or written agreements or understandings between the parties. This Agreement may be changed only by a writing executed by both parties that expressly states that it is changing the provisions of this Agreement.
The licensee hereby accepts all of the conditions with respect to the use of the Imagery as set out in paragraphs 1 to 8.