Customer License Agreement | Extended

Premium Image License

This agreement between you (“Customer” or “you”) and Fizzle Stock, LLC, a Washington limited liability company located at P.O. Box 823028, Vancouver, Washington, 98682 (“Fizzle Stock,” “us”, or “we”), collectively, the “Parties,” governs the terms by which you may use the artwork (“Materials”) you selected on www.fizzlestock.com (“Website”).  In consideration of mutual promises, this agreement (the “Agreement”) confirms the following:

  1. Effective Date. This Agreement is effective as of 12/09/2015 or your date or purchasing a license, whichever is most recent.
  2. Licensed Materials. The Licensed Materials shall mean any and all material(s) posted on the Website for which you have submitted payment in exchange for the right to use the material(s) pursuant to this Agreement.
  3. License Grant. We hereby grant to you, for the Term of this Agreement, a non-exclusive, non-transferable, non-sublicensable, worldwide right to display, use, reproduce, and publish the Licensed Materials in any manner consistent with the obligations and prohibitions in this Agreement. You may not publicly display, sublicense, sell, or assign the Licensed Materials except as otherwise provided herein, use the Licensed Materials or any portion thereof for advertisement purposes, or make any uses expressly prohibited by this Agreement without our prior written consent. All rights not granted herein are expressly reserved.   Please contact us for permission requests at support@retrosupply.co.
  4. Prohibited Uses. You may not:
    1. Incorporate the Licensed Materials in any product that results in a re-distribution or re-use of the Licensed Materials (such as electronic greeting card web sites, web templates and the like) or is otherwise made available in a manner such that a person can extract or access or reproduce the Licensed Materials as electronic files;
    2. Use the Licensed Materials or any part thereof for commercial purposes of any kind, including sale or license or sublicense, to any consumer or specialty retail store, whether online or brick and mortar, including but not limited to, stores such as Wal-mart, Target, Macy’s, Sears, or any other single or chain outlet;
    3. Sub-license, re-sell, rent, lend, assign, gift or otherwise transfer or distribute the Licensed Materials or the rights granted under this Agreement;
    4. Create any products using the Licensed Materials, or any element of the Licensed Materials, that results in a production of that product in excess of [10000] units.
  5. Compensation.  The license granted under this Agreement is provided for the compensation previously agreed upon by the Parties.
  6. Ownership, Infringement and Credit. This Agreement does not transfer any ownership right in and to the Licensed Materials or any intellectual property rights therein to Customer, its divisions, officers, directors, members, employees, representatives, agents, independent contractors, or assigns. Customer agrees to promptly notify us of any unauthorized use or infringement of the Licensed Materials by others, or security breach affecting the Licensed Materials, as it comes to Customer’s attention. We shall have the sole right and discretion to bring infringement proceedings involving the Licensed Materials. We do not warrant the infringing or non-infringing nature of any of the Licensed Materials, and Customer agrees to promptly notifies us if Customer learns or has any reason to believe that a third party not subject to this Agreement may claim rights in any of the Licensed Materials.  Customer licenses and uses the Licensed Materials at his/her risk and accepts this license on an “as is” basis. 
  7. Disclaimer of Warranties and Limitation of Liability. The Licensed Materials are furnished “as is” and with all faults. We do not make, and you do not receive, any warranty, whether express, implied, statutory, or in any type of communication with you. We expressly disclaim all other warranties and conditions, either express or implied, including, but not limited to, implied warranties or conditions of merchantability, fitness for a particular purpose, availability, security, title or non-infringement, any warranty that use of the Licensed Materials will be uninterrupted or error free, any delays or technical problems, and/or the failure to provide adequate instruction or support. We do not warrant that the Licensed Materials are free of inaccuracies, errors, bugs, viruses, interruptions or other limitations. We shall not be liable for any indirect, punitive, special, incidental, or consequential damages (including, without limitation, any damages for infringement, third-party infringement, technical issues, loss of equipment, opportunity, business, loss of data or profits or investment, or the like), in any way connected with the license and/or use of the Licensed Materials. 
  8. Your Indemnification. You agree to indemnify, defend and hold us and our affiliates, directors, officers, employees, shareholders, partners and agents harmless from and against any and all claims, liability, losses, damages, costs and expenses (including reasonable legal fees on a solicitor and client basis) incurred by us and / or and our affiliates, directors, officers, employees, shareholders, partners and agents as a result of or in connection with the license and/or use of the Licensed Materials by you, by anyone acting on your behalf, or by anyone to whom you have distributed, sold, licensed, or otherwise conveyed the Licensed Material(s).
  9. Term and Termination. This Agreement is effective until it is terminated. We shall have the right to terminate this Agreement immediately upon written notice to Customer in the event of a breach of any of the provisions hereof by Customer. You may terminate this Agreement by ceasing all use of the Licensed Materials and promptly returning all copies of the Licensed Materials to us, and deleting all copies and archives of the Licensed Materials located anywhere on any device or server, whether physical or in the cloud, and in any other locations within your control where Licensed Materials were saved or made available.  Upon termination of this Agreement, all of the rights granted to Customer under this Agreement shall terminate and immediately revert to us.
  10. General Terms. This Agreement shall be governed by the laws of the State of California, including federal copyright laws. Any controversy, claim, or dispute arising out of or relating to this Agreement between the parties, their assignees, heirs, or agents, shall be litigated solely in state or federal court in San Francisco. No waiver by either party of any default shall be deemed as a waiver of prior or subsequent default of the same or other provisions of this Agreement. If any term, or provision hereof, is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other term, or provision and such invalid term, or provision shall be deemed to be severed from the Agreement. Nothing contained herein shall constitute this arrangement to be a joint venture or a partnership. This Agreement constitutes the entire understanding of the parties, and revokes and supersedes all prior agreements between the Parties. It shall not be modified or amended except in writing signed by the parties hereto and specifically referring to this Agreement.  This Agreement may be executed simultaneously in two or more counterparts, each of which will be considered an original, but all of which together will constitute one or the same instrument.
  11. Contact. If you have questions or concerns relating to this Agreement, please contact us at support@retrosupply.co or via phone at (503)376-9046.