Online Use License
PLEASE READ THESE TERMS OF SERVICE CAREFULLY. BY CLICKING "ACCEPTED AND AGREED," EACH CUSTOMER AGREES TO BE BOUND BY THESE TERMS OF SERVICE. IF YOU DO NOT AGREE TO THESE TERMS OF SERVICE, CLICK "DISAGREE/DECLINE."
IF YOU ARE ACCEPTING ON BEHALF OF YOUR EMPLOYER OR ANOTHER ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE FULL LEGAL AUTHORITY TO BIND YOUR EMPLOYER OR SUCH ENTITY TO THE TERMS OF THIS LICENSE. IF YOU DO NOT HAVE THE LEGAL AUTHORITY TO BIND, OR DO NOT WISH TO BE BOUND BY THESE TERMS, PLEASE PRESS THE "DISAGREE/DECLINE" BUTTON.
This Agreement governs the terms by which vendors and partners of Goal Zero, LLC ("Goal Zero") obtain the right to use photographic, illustrations, animations, video, footage, and other media content (the "Content") provided by Goal Zero, LLC and it's partners, through the web site located at www.goalzerocontent.com (the "Site").
Goal Zero hereby grants to you a perpetual, non-exclusive, non-transferable worldwide license to use the Content for the Permitted Uses (as defined below). Unless the activity or use is a Permitted Use, you cannot do it. All other rights in and to the Content, including, without limitation, all copyright and other intellectual property rights relating to the Content, are retained by Goal Zero or the supplier of the Content, as the case may be.
You may only use the Content for those advertising, promotional and other specified purposes which are Permitted Uses (as defined below). Any use of the Content that is not a Permitted Use shall constitute infringement of copyright. The following are "Permitted Uses" of Content:
- Social media platforms;
- On–line or electronic publications; and
- Any other uses approved in writing by Goal Zero.
In all instances credit must be given to the photographer of the image found in the file info under author
If there is any doubt that a proposed use is a Permitted Use, you should contact Goal Zero for guidance.
This Agreement is effective until it is terminated. You can terminate this Agreement by destroying the Content and any copies or archives of it or accompanying materials (if applicable), and ceasing to use the Content for any purpose. The Agreement also terminates without notice from Goal Zero if at any time you fail to comply with any of its terms. Upon termination, you must immediately (i) cease using the Content and for any purpose; (ii) destroy or delete all copies and archives of the Content or accompanying materials; and (iii) if requested, confirm to Goal Zero in writing that you have complied with these requirements.
Warranties and Representations.
Goal Zero warrants that, to the best of its knowledge,: (i) your use of the Content in accordance with this Agreement and in the form delivered by Goal Zero 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; and (ii) all necessary model and/or property releases for use of the Content in the manner authorized under this Agreement have been obtained.
OTHER THAN AS EXPRESSLY PROVIDED ABOVE, THE CONTENT IS 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. GOAL ZERO 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 GOAL ZERO) ASSUME THE ENTIRE RISK AND COST OF ALL NECESSARY CORRECTIONS.
Indemnification and Limitation of Liability.
Provided that the Content is only used in accordance with this Agreement and you are not otherwise in breach of this Agreement and as your sole and exclusive remedy for breach of the representations and warranties set forth above, Goal Zero shall, subject to the terms of this paragraph defend, indemnify and hold harmless you, your parent, subsidiaries and affiliates and respective directors, officers and employees from all damages, liabilities and expenses (including reasonable outside legal fees), arising out of or connected with any actual or threatened lawsuit, claim or legal proceeding alleging that the possession, distribution or use of the Content by you is in breach of the representations and warranties set forth above. The foregoing states Goal Zero's entire indemnification obligation under this Agreement.
The indemnification set out in above paragraph is conditioned on your prompt notification in writing to Goal Zero of such claim and our right to assume the handling, settlement or defense of any claim or litigation. You agree to cooperate with Goal Zero in the defense of any such claim or litigation and shall have the right to participate in such litigation at your sole expense. Goal Zero shall not be liable for legal fees and other costs incurred prior to the notice of the claim.
IN NO EVENT SHALL GOAL ZERO OR ANY OF ITS AFFILIATES OR CONTENT PROVIDERS OR THEIR RESPECTIVE 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. NO ACTION, REGARDLESS OF FORM OR NATURE, ARISING OUT OF THIS AGREEMENT MAY BE BROUGHT BY OR ON BEHALF OF YOU MORE THAN TWO (2) YEARS AFTER THE CAUSE OF ACTION FIRST AROSE.
NOTWITHSTANDING ANY OTHER TERM HEREIN, GOAL ZERO SHALL NOT BE LIABLE FOR ANY DAMAGES, COSTS OR LOSSES ARISING AS A RESULT OF MODIFCATIONS MADE TO THE CONTENT BY YOU OR THE CONTEXT IN WHICH THE CONTENT IS USED BY YOU.
NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT, THE TOTAL MAXIMUM AGGREGATE LIABILITY OF GOAL ZERO UNDER THIS AGREEMENT AND ANY OTHER AGREEMENT UNDER WHICH YOU HAVE LICENSED THE SAME CONTENT, REGARDLESS OF THE FILE SIZE, OR THE USE OR EXPLOITATION OF ANY OR ALL OF THE CONTENT IN ANY MANNER WHATSOEVER AND THE OBLIGATION OF GOAL ZERO UNDER THIS SECTION SHALL BE LIMITED TO AN AGGREGATE OF FIVE HUNDRED ($500) US DOLLARS. FOR GREATER CLARITY, GOAL ZERO'S LIABILITY TO YOU IN RESPECT OF THE CONTENT SHALL NOT EXCEED FIVE HUNDRED ($500) US DOLLARS REGARDLESS OF THE NUMBER OF TIMES THAT YOU LICENSE THE SAME CONTENT FROM GOAL ZERO.
You agree to indemnify, defend and hold Goal Zero, its affiliates, its Content providers and their respective directors, officers, employees, shareholders, partners and agents (collectively, the "Goal Zero Parties") harmless from and against any and all claims, liability, losses, damages, costs and expenses (including reasonable legal fees on a attorney and client basis) incurred by any Goal Zero Party as a result of or in connection with any breach or alleged breach by you or anyone acting on your behalf of any of the terms of this Agreement.
This Agreement is personal to you and is not assignable by you without Goal Zero's prior written consent. Goal Zero may assign this Agreement without your consent to any other party so long as such party agrees to be bound by its terms.
If all or part of any provision 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 of such whole or part provision an enforceable provision or provisions, that as nearly as possible reflects the terms of the unenforceable whole or part provision.
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.
This Agreement will be governed under the laws of the State of Utah without reference to conflicts of laws principles. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. You consent to service of any required notice or process upon you by registered mail or overnight courier with proof of delivery notice, addressed 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.