This Say It Visually ("SIV") License Agreement (“License”) describes your (“You(r)”) legal use of the videos and/or related materials (“Content”) provided to You by SIV. By signing, clicking “I Accept” and/or obtaining any Content from SIV, You shall comply with this License. If You are unable to comply with this License or do not wish to be bound by its terms, do not download or use any Content. Content Access will be delivered upon successful payment.
1. Delivery. After You transact for licensing, SIV will deliver the Content to You by sending You an email with a link to the Content file (or by another reasonable method chosen by SIV). You must, at Your own expense and risk and in a timely manner, use the proper version of any technology or software necessary to download and access the Content. SIV may use third parties to provide Content to You (for example, payment processing and delivery), and You must comply with their policies and procedures to receive Content.
2. Grant of License. SIV grants You a perpetual, limited, non-exclusive, non-transferable, non-sublicensable right to use, store, access, host and display the Content. You may not: (a) sell, transfer, license, rent or assign the Content; (b) make or permit others to make any unauthorized copies of the Content; (c) alter, edit or modify the Content; (d) remove any copyright or other ownership notices from the Content; (e) use the Content for any unlawful purpose. Any violation of any of these conditions will result in the termination of the use of the Content. No prior notice of violation to you is required.
3. Term and Termination. This perpetual license begins on the date SIV delivers the Content to You (the “Term”). SIV may terminate this License immediately if You fail to comply with the terms of this License, and You will forfeit any Fees paid to SIV. Sections 4, 5 and 6 of this License will continue to be in effect after this License ends for any reason.
4. Indemnity. You will indemnify and hold SIV harmless from all claims, costs and reasonable attorneys’ fees that may arise out of or be connected to Your failure to comply with this License. SIV will indemnify and hold You harmless from all claims, costs and reasonable attorneys’ fees that may arise if the Content actually infringes the intellectual property rights of someone other than You or SIV. If You seek indemnification, You must: (a) notify SIV. immediately; (b) immediately stop using the Content; and (c) provide SIV with evidence that you have stopped using the Content. SIV has no indemnity obligation to You if You do not comply with the terms of this License, or if You fail to comply with the procedure described above. SIV may elect to indemnify You by either using reasonable efforts to replace the Content or providing You with a pro-rated refund of Fees.
5. Disclaimer and Limited Liability. THE CONTENT IS PROVIDED TO YOU “AS IS” AND SAY IT VISUALLY! MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE CONTENT INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT, TITLE, OR FITNESS FOR A PARTICULAR PURPOSE. YOUR EXCLUSIVE REMEDY AND SAY IT VISUALLY!’S TOTAL LIABILITY TO YOU UNDER THIS LICENSE IS LIMITED TO DIRECT DAMAGES INCURRED BY YOU UP TO THE TOTAL AMOUNT PAID BY YOU TO SAY IT VISUALLY! SAY IT VISUALLY! IS NOT RESPONSIBLE FOR ANY INDIRECT DAMAGES INCLUDING SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES.
6. As Is. The Content that You are licensing will be provided for review prior to delivery and beginning of the License and Agreement term. You cannot bring a claim against SIV due to any dissatisfaction of the Content if it is as it was shown prior to delivery. The customizable aspects of the Content are limited to those defined by SIV
7. General. You and SIV are independent contractors. This license is governed by the laws of the state of Washington. All disputes or lawsuits between You and SIV are subject to mandatory, binding arbitration which must take place in Bellingham, WA. All arbitrations will be conducted under the Commercial Arbitration of the American Arbitration Association. SIV reserves the right to obtain an injunction to prevent you from any improper use of the Content. If SIV fails to enforce any of its rights under this License, those rights are not waived. This license will be interpreted in a way that makes it valid under applicable law. If any part of this License is invalid, the rest of the License will remain valid. This License, together with the Order Form, any attachments and the SIV Privacy Policy (located at www.sayitvisually.com), comprises the entire agreement between You and SIV
8. Attorney Fees. In the event of a dispute relating to this Agreement, the prevailing party shall be entitled to attorneys fees and costs.
9. Customization You have requested that SIV customize the Content. You assume responsibility for release of all rights over proprietary marks and designs requested for Your customization.
10. No Results Guaranteed. You agree that SIV has not made any guarantee regarding the results to be obtained by You through the use of the Content.
You understand that SIV has not made any representations and/or warranties regarding the appropriateness of the Content that You choose as it relates to Your business. SIV had no input in Your choice of the Content which You are licensing.
11. Liquidated Damages. You agree that SIV can suffer severe damages that would not be readily ascertainable at the time of the drawing of this contract. Violation of the Grant of License provided pursuant to paragraph 2 of this Agreement, can cause SIV great harm. Accordingly, any violation of the Grant of License contained in paragraph 2 of this Agreement shall be grounds for entitlement to liquidated damages in the amount of $50,000.00. SIV also preserves the right to seek injunctive relief in response to any violation of the Grant of License provided in paragraph 2 of this Agreement.