WEBSITE TERMS AND CONDITIONS OF USE
THIS IS A LEGAL AGREEMENT (“AGREEMENT”) BETWEEN YOU (“LICENSEE” OR “YOU”) AND EVERETT COLLECTION, INC. (“EVERETT”). BY ACCESSING THIS WEBSITE, OR BY DOWNLOADING ANY CONTENT, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT USE THIS WEBSITE.
OWNERSHIP OF THIS WEBSITE
This Website is owned and operated by Everett. The Website, including the text, still images, moving images, graphics, illustrations, audio, multi-media, graphics, vectors, software, and data (other than historic and publicity materials), and the selection and arrangement of those elements (“Content”) and the general design are owned by Everett or its licensors and may be protected by copyright, trademark, trade dress, moral rights and other US and international laws or treaties relating to intellectual property.
You may not use Everett’s trademarks or trade names, including “Everett Collection”, without Everett’s prior written consent. In addition, the look and feel of the Website, including all elements of the design is the service mark, trademark and/or trade dress of Everett and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names and company names or logos mentioned in the Website are the property of their respective owners. Reference to any products, services, processes or other information by trade name, trademark, manufacturer, supplier, or otherwise does not constitute or imply endorsement, sponsorship or recommendation by Everett.
USE OF THIS WEBSITE AND CONTENTS; REVOCATION
This Website and its contents are intended for use by Everett’s customers. You may not use the Website for any purpose unrelated to your business with Everett. Unless you are a registered user, you may only browse the Website and download watermarked images solely for Comp Use. In using the Website and the Content, you represent and warrant that you will comply with all applicable laws and regulations, including, without limitation, those relating to the Internet, data, e-mail, privacy, and the transmission of technical data exported from the United States or the country in which you reside. Everett reserves the right, in its sole discretion, to revoke your authorization to view, download, and use the Content and information available on the Website at any time and for any reason, with or without notice to you of such revocation, and you agree to immediately discontinue such use upon notice from Everett. Everett may also restrict or remove Content from the Website for any reason, and you agree to immediately discontinue all use of the Content upon notification from Everett.
LIMITED COMP USE LICENSE
Provided you comply with the terms of this Agreement, Everett grants you a limited, non-transferable, nonexclusive license to download selected Content onto your computer hard drive and to use the Content and any derivative works or copies (collectively, the “Content(s)”) for internal evaluation purposes (“Comp Use License”) solely to determine if you wish to request a non-comp use license. The Comp Use License automatically expires after sixty (60) days and Everett reserves the right to terminate the Comp Use License at any time. Everett does not warrant that Content used for Comp Use may be available for licensing for your intended purpose. Other than the Comp Use, the Content may not be used in any way, until an invoice granting usage rights is paid in full. Upon termination, you and your employer must immediately stop using the Content, delete the Content and all copies from all magnetic media and destroy all other copies.
PASSWORD PROTECTION AND SECURITY
This Website is password protected. Only registered users who have received an authorized password from Everett and who are using their own unique password are permitted to access this Website. A condition of accessing the Website is that you shall not divulge, upload, rent, sell, loan, or exchange your password with any other person regardless of whether such person is another employee or subcontractor engaged by you or your employer or otherwise. If you become aware of any loss, theft, or misuse of your password, you must inform Everett in writing immediately, otherwise you may be liable for any loss or damage arising from such misuse. Everett reserves the right to terminate your access in the event of any misuse of your password.
PROHIBITED USE OF WEBSITE AND CONTENT
The following uses are prohibited:
->Remove, alter or change any copyright information or other notices or metadata associated with the Content;
->Download, copy or re-transmit any or all of the Website or the Content without, or in violation of, a written license or agreement with Everett;
->Use any data mining, robots or similar data gathering or extraction technology or algorithms to crawl, scrape or monitor the Website or seek information on Website visitor’s or Everett’s customers;
->Manipulate or otherwise display the Website or the Content by using framing or similar navigational technology;
->Reverse engineer or circumvent any Website restrictions or measures to limit access to the Website;
->Register or attempt to register for any products or services offered by the Everett if you are not authorized by the party to do so;
->Disclose, sell or trade any password to restricted areas of the Website or allow any third party to have access to your password;
->Interfere in any manner, whether technological or otherwise, with the function of the Website and/or services offered by Everett;
->Exploit or commercialize the Website or the Content without the specific written authorization of Everett; or
->Use the Website or the Content other than for the intended purpose.
LINKS TO THIRD PARTY WEBSITES
The linked websites on the Website are not under Everett’s control and it is not responsible for the Content of any linked website or any link contained in a linked website, or any changes or updates to such websites. Everett is not responsible for webcasting or any other form of transmission received from any linked website. You acknowledge that Everett provides the links to you only as a convenience and it is not endorsing the linked websites, their use or Content.
You agree to indemnify and hold Everett and the owner of any relevant Content, harmless from any and all claims, liabilities, damages, costs and expenses, including reasonable attorney’s fees, arising out of or related to the use of Content, any breach of this Agreement, or your violation of any rights of another.
THIS WEBSITE AND THE CONTENT ARE PROVIDED “AS IS” AND EVERETT EXCLUDES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY WARRANTY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE. EVERETT WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF THIS WEBSITE OR THE CONTENT, OR THE UNAVAILABILITY OF THE WEBSITE OR CONTENT, INCLUDING, BUT NOT LIMITED TO LOST PROFITS AND DIRECT, INDIRECT, INCIDENTAL, PUNITIVE AND CONSEQUENTIAL DAMAGES. THE FUNCTIONS EMBODIED ON OR IN THE MATERIALS OF THIS WEBSITE ARE NOT WARRANTED TO BE UNINTERRUPTED OR WITHOUT ERROR. YOU, NOT EVERETT, ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION DUE TO YOUR USE OF THIS WEBSITE OR THE EVERETT CONTENT. WE MAKE NO WARRANTY THAT THE WEBSITE OR THE CONTENT IS FREE FROM INFECTION BY VIRUSES OR ANYTHING ELSE THAT HAS CONTAMINATING OR DESTRUCTIVE PROPERTIES.
Some US states and foreign countries do not permit the exclusion or limitation of implied warranties or liability for certain categories of damages. Therefore, some or all of the limitations above may not apply to you to the extent they are prohibited or superseded by state or national provisions.
LIMITATION OF LIABILITY
IN NO EVENT SHALL EVERETT, ITS DIRECTORS, MEMBERS, EMPLOYEES OR AGENTS BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE WEBSITE, THE SERVICES OFFERED BY EVERETT, THE CONTENT OR THE MATERIALS CONTAINED IN OR ACCESSED THROUGH THE WEBSITE, INCLUDING WITHOUT LIMITATION ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE BY USER ON ANY INFORMATION OBTAINED FROM EVERETT, OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO EVERETT’S RECORDS, CONTENT, PROGRAMS OR SERVICES. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF EVERETT, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY, ARISING OUT OF OR RELATING TO THE USE OF THE WEBSITE EXCEED ANY COMPENSATION YOU PAY, IF ANY, TO EVERETT FOR ACCESS OR USE OF THE WEBSITE.
EVERETT GIVES NO RIGHTS OR WARRANTIES WITH RESPECT TO THE USE OF NAMES, TRADEMARK, LOGO TYPES, REGISTERED OR COPYRIGHTED DESIGNS OR WORKS OF ART DEPICTED IN ANY CONTENT, AND YOU MUST SATISFY YOURSELF THAT ALL NECESSARY RIGHTS, CONSENTS OR PERMISSIONS AS MAY BE REQUIRED FOR REPRODUCTION ARE SECURED. EVERETT HAS IDENTIFIED THE CAPTION FOR THE CONTENT TO THE BEST OF ITS ABILITY, BUT CANNOT BE HELD RESPONSIBLE FOR ERRONEOUS OR INCOMPLETE CAPTION INFORMATION. EVERETT IS NOT RESPONSIBLE AND DISCLAIMS ALL LIABILITY FOR ANY MISUSE OF THE CONTENT BY THIRD PARTIES.
Jurisdiction and Attorney’s Fees: Any and all disputes, with the exception of copyright claims, arising out of, under or in connection with this Agreement, including, without limitation, the validity, interpretation, performance and breach hereof, shall be settled by arbitration in New York pursuant to the rules of the American Arbitration Association. Judgment upon the award rendered may be entered in the highest court of the forum, State or Federal, having jurisdiction. This agreement, its validity and effect, shall be interpreted under and governed by the laws of the State of New York. If you are an agent for or an employee of a non-U.S. company that operates in a place of business in the United States or its territories, you expressly agree that any dispute regarding this contract shall be adjudicated within the United States in the manner described here. Copyright claims shall be brought in the Federal Court having jurisdiction. You agree to be subject to the jurisdiction of the Federal Court of the Southern District of New York. If Everett is caused to present claims or a suit as a result of any breach of the above terms set forth, it shall be made whole for such reasonable legal fees or costs by you.
No Assignment: This Agreement is not assignable or transferable on the part of you.
No Waiver: No action of Everett, other than express written waiver, may be construed as a waiver of any provision of this Agreement. A delay on the part of Everett in the exercise of its rights or remedies will not operate as a waiver of such rights or remedies. A waiver of a right or remedy on any one occasion will not be construed as a bar to or waiver of those rights or remedies on any other occasion.
Entire Agreement: This Agreement, the Invoice and the End-User License Agreement contain all the terms of the agreement between Everett and you and no terms or conditions may be added or deleted unless made in writing and signed by both parties. In the event of any inconsistency between the terms contained herein and the terms contained on any purchase order or other writing sent by you, the terms of this Agreement shall govern.