Veer Incorporated
End User License Agreement
For Royalty-Free Images (and Licensed Typefaces)
 
IMPORTANT: READ THIS DOCUMENT CAREFULLY BEFORE ACCEPTING THIS AGREEMENT WITH
VEER INCORPORATED, ("VEER") A DELAWARE CORPORATION,. THIS IS A LEGAL
AGREEMENT BETWEEN YOU ("YOU") AND VEER. BY OPENING THE SEALED CD-ROM PACKAGE
WHERE YOU PURCHASE A CD-ROM FROM VEER, OR BY CLICKING THE "I ACCEPT" BUTTON
AND DOWNLOADING A PRODUCT (AS DEFINED BELOW) WHERE YOU PURCHASE A PRODUCT
ONLINE, YOU AGREE TO BE LEGALLY BOUND BY THE TERMS AND CONDITIONS OF THIS
AGREEMENT.

If You do not agree with the terms and conditions of this Agreement, do not
open the sealed CD-ROM package where You purchase a CD-ROM from Veer and
return the unopened package to Veer within thirty (30) days for a full
refund, or where You purchase a Product (as defined below) online, do not
click on the "I Accept" button and download the Product. This Agreement is
between You and Veer and is effective on the date that You purchased the
CD-ROM or click "I Accept" button. 

For the Purposes of this Agreement, a "Product" is a graphic, illustration,
photograph, typeface, movie or audio clip or any and all other media and
content in any form provided to You by Veer. Any reference in this Agreement
to Product shall be to each individual Product and also to the Products as a
whole. If You are entering into this Agreement in your capacity as an
employee of an organization, You are entering into the license hereunder on
behalf of your employer and the terms and conditions herein apply to both
your employer and yourself as a representative of your employer, who shall
herein be collectively referred to as "You". If You cease to be employed by
your employer for any reason, this Agreement will continue with your
employer and You must enter into another Agreement with Veer in order to
continue to use the Product(s). 

GRANT OF LICENSE

Subject to the terms and conditions of this Agreement, Veer hereby grants to
You, a non-exclusive, non-transferable, limited license to:

(a) use each Product provided to You by Veer for your own purposes or for
your direct clients, but only as part of:

	(i) advertising and promotional materials (including advertisements,
brochures, books, company newsletters, company reports, film, packaging,
presentations, television commercials and videos);

	(ii) online or other multimedia content (including computer games,
online advertisement, streaming video, web broadcasts and web page design);

	(iii) broadcasts and theatrical exhibitions;

	(iv) any products or publications (electronic or print); 

	(v) materials for non-commercial use, personal use, sample use and test
use, including comps and layouts; and

	(vi) any other uses approved in writing by Veer;
provided however that:

	(vii) whomever uses the Product is the end user of the Product; and

	(viii) the Product is used in the manner specified in any documentation
accompanying the Product ("Documentation") and is not used in a manner
contrary to the restrictions set out herein and in any Documentation; 

(b) make a reasonable number of copies of the Product for back-up purposes
only, and for no other purpose or use whatsoever. The back-up copy may only
be used if the original Product becomes defective, is destroyed or is
otherwise irretrievable; and

(c)	create a digital library, network configuration, or similar
arrangement to allow the Product to be used by employees and your direct
clients provided however that the use of the Product is limited to no more
than 10 such individual users, (5 users for type products). You must contact
Veer to obtain an additional license for each additional user prior to any
use by such user. 

Veer does not grant to You any right to sublicense the Images and You agree
that You will not grant any sublicenses of the rights granted herein. All
rights not specifically granted above are retained by Veer. This Agreement
is a license and is not a sale. You may own the media on which the Product
is stored, but Veer at all times retains ownership of the Product and all
rights in the Product, which are protected by United States copyright laws,
international treaty provisions and other applicable United States and
international laws. You hereby acknowledge that Veer is the exclusive owner
or licensee of the Products and any and all intellectual property rights in
and to the Products. 

COMPING GRANT

If You and Veer agree to a license of a Product on a comping basis, then the
previous section titled "Grant of License" shall not apply to You, and
subject to the terms and conditions of this Agreement, Veer hereby grants to
You, a non-exclusive, non-transferable, non-sublicensable, limited license
to use the Product(s) on your personal computer for a period of thirty (30)
days of the date that the Product(s) is provided to You. You further agree
to restrict comping of any files to materials solely within your
organization as test or sample use or for demonstration for a client. No
other use, and specifically no other use outside of your organization in
print, digital or any format whatsoever is permitted. The Product shall not
be shared by creating a disc library, image storage jukebox, network
configuration or similar arrangement. You agree to pay an up-front comping
fee of $100 per Product. If, at any time within the thirty-day comping
license period, You and Veer agree to license the Product(s) for end use,
then the comping fee will be deducted from your license fee. Please contact
Veer if You are uncertain of your usage rights in regards to comping or
other licenses. 

RESTRICTIONS ON LICENSE

You shall not:

(a) make any use of a Product in whole or in part that is not expressly
provided for in this Agreement; 

(b) assign, convey, dispose of, gift, lease, license, rent, sublicense,
sell, or otherwise transfer any of the rights granted to You under this
Agreement, although You may sell or license derivative works incorporating
the Products in accordance with the uses permitted under paragraph (a) of
the "Grant of License" section above;

(c) use any Product, in whole or in part, for or in association with any
pornographic purposes, or in any manner which is or could be considered to
be libellous or defamatory, or that in any way is or could be potentially
unflattering or controversial for the model in the Image, (without specific,
written permission from Veer), including but not limited to, "Sensitive
Issue" subjects such as contraception, sexual or implied sexual activity,
sexual preferences, dating services, chat lines, substance abuse, physical
or mental abuse, violence, poverty, homelessness, dysfunctional family
matters, alcohol, tobacco, AIDS, cancer or other serious physical or mental
ailment or disability or serious physical or mental disease or any
diagnostic test for same. Note: If You have any questions regarding
application of the above limitations, please do not hesitate to e-mail us
immediately - Veer: support@veer.com or call 877.297.7900 (International +1
403 234 7900). 

(d) use a Product in any products for sale or license where the primary
value resides in the Product itself, including retail posters, calendars and
postcards. 

(e) use a Product, or any part thereof, as or as part of, a logo, trademark
or service mark; 

(f) disassemble, decompile, unlock, reverse engineer or otherwise translate
any software included as part of a Product or any component thereof, or copy
by programming the functions of the software included as part of a Product
or any component thereof, or make any attempt to do any of the foregoing; 

(g) modify or adapt any software included as part of a Product, nor merge it
into any other computer program; 

(h) use a Product in any template or application, whether online or not,
with the purpose of creating multiple impressions of a Product, including
but not limited to: website design templates, presentation templates,
electronic greeting cards, business cards, e-business cards, or any other
electronic or printed matter; and

(i) use, make available for use, transfer, license, sell or otherwise
distribute a Product in such a manner that a person can extract or access
the Product as an electronic file, including posting a Product online in a
downloadable format, posting a Product on any electronic bulletin board or
using a Product in electronic greeting cards. For clarity You may, in
accordance with the uses permitted under paragraph (a) of the "Grant of
License" section above use a Product as part of a web page design provided
however that the resolution is no higher than 72 dpi and that it cannot be
downloaded separately or in a format that can be used by a visitor to the
website.

OBLIGATIONS WITH LICENSE

You shall: 

(a) comply with the font embedding restrictions set out in Appendix "A"
attached hereto;

(b) retain the copyright notice of Veer and its licensors or content
providers and Veer's Product identification code as displayed on the Product
and as included as part of the electronic file;

(c) use the Product in compliance with all applicable laws, including, but
not limited to, laws and regulations relating to copyright and moral rights;


(d) immediately provide to Veer the full particulars of any claim or
threatened claim by a third party in respect of all or any part of a
Product; and

(e) provide a credit next to any Product used in an editorial manner as
follows: Copyright Veer. 

DISCLAIMER OF WARRANTY

Veer warrants, if applicable, the CD-ROM or other media that Veer provides
to You, to be free from defects in material and workmanship for ninety (90)
days from the date of purchase. The exclusive remedy for a breach of the
foregoing warranty is the replacement of the CD-ROM or other media.
OTHERWISE, ALL PRODUCT AND MEDIA PROVIDED TO YOU BY VEER ARE PROVIDED "AS
IS" WITHOUT ANY WARRANTIES OR CONDITIONS OF ANY KIND. VEER MAKES NO
REPRESENTATIONS WITH RESPECT TO ANY PRODUCT OR MEDIA, AND, TO THE MAXIMUM
EXTENT ALLOWED BY APPLICABLE LAW, DISCLAIMS ALL REPRESENTATIONS, WARRANTIES,
GUARANTEES AND CONDITIONS OF ANY KIND, EXPRESS AND IMPLIED, REGARDING THE
PRODUCT OR MEDIA, INCLUDING WITHOUT LIMITATION, ALL REPRESENTATIONS,
WARRANTIES, GUARANTEES OR CONDITIONS REGARDING NON-INFRINGEMENT OR OTHER
NON-VIOLATION OF RIGHTS, SUITABILITY, QUALITY, MERCHANTABILITY OR FITNESS
FOR ANY PARTICULAR PURPOSE. VEER MAKES NO REPRESENTATIONS WITH RESPECT TO
ANY PRODUCT AND MAKES NO WARRANTIES WITH REGARD TO THE USE OF NAMES,
TRADEMARKS, TRADE DRESS, REGISTERED, UNREGISTERED OR COPYRIGHTED DESIGNS OR
WORKS OF ART OR ARCHITECTURE DEPICTED IN ANY PRODUCT AND VEER GIVES NO
WARRANTY AS TO THE ACCURACY OR AUTHENTICITY OF THE PRODUCT OR ANY
DESCRIPTION OF THEM OR THE IDENTIFICATION OF PERSONS, OBJECTS OR SCENES
APPEARING IN THEM AND SHALL NOT BE LIABLE TO YOU FOR ANY OF THE FOREGOING,
AND YOU MUST SATISFY YOURSELF THAT ALL THE NECESSARY RIGHTS OR CONSENTS
REGARDING ANY OF THE ABOVE, AS MAY BE REQUIRED FOR REPRODUCTION, HAVE BEEN
OBTAINED. Some jurisdictions do not permit the exclusion of implied
warranties, and so the foregoing may not apply to You. 

MODEL, PROPERTY AND OTHER RELEASES AND CONSENTS

YOU CAN CONTACT VEER DIRECTLY TO OBTAIN A COPY OF A MODEL RELEASE OR
PROPERTY RELEASE WHERE REQUIRED. YOU ACKNOWLEDGE THAT VEER GIVES NO
REPRESENTATION, WARRANTY, GUARANTEE OR UNDERTAKING THAT ANY RIGHTS, RELEASES
OR CONSENTS WHICH ARE REQUIRED, DESIRABLE OR NECESSARY FOR REPRODUCTION ARE
OR WILL BE OBTAINED WHETHER IN RELATION TO THE USE OF NAMES, PEOPLE,
INTELLECTUAL PROPERTY RIGHTS OR ANY UNDERLYING WORKS OF WHATEVER NATURE
DEPICTED IN ANY PRODUCT, OR THAT ANY WAIVERS OF ANY MORAL RIGHTS HAVE BEEN
OBTAINED. YOU MUST SATISFY YOURSELF THAT ALL NECESSARY RIGHTS, MODEL
RELEASES OR CONSENTS AND WAIVERS AS MAY BE REQUIRED OR DESIRABLE OR
NECESSARY FOR REPRODUCTION ARE OBTAINED. DELIVERY OF AN EXISTING RELEASE
(UPON REQUEST) BY VEER TO YOU DOES NOT WARRANT VALIDITY OF SUCH RELEASE. 

LIMITATION OF LIABILITY

IN NO EVENT SHALL VEER BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL,
CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES FOR ANY BREACH OF IT'S
OBLIGATIONS OR WARRANTIES, EXPRESS OR IMPLIED RESULTING FROM THIS AGREEMENT
(INCLUDING LOSS OF PROFITS OR BUSINESS, LOST OPPORTUNITY OR LOSS OF BUSINESS
REPUTATION), EVEN IF VEER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES. VEER'S ENTIRE LIABILITY AND YOUR ENTIRE REMEDY FOR ANY DAMAGES OR
LOSS YOU MAY SUFFER FROM ANY CAUSE WHATSOEVER, WHETHER THE ACTION IS BASED
IN CONTRACT, TORT (INCLUDING NEGLIGENCE) SHALL BE LIMITED TO THE AMOUNT PAID
BY YOU TO VEER FOR THE PRODUCT OR THE CD-ROM OR OTHER MEDIA. YOU ACKNOWLEDGE
THAT VEER'S PRICING REFLECTS THIS ALLOCATION OF RISK AND THE LIMITATION OF
LIABILITY SPECIFIED IN THIS AGREEMENT.

TERM AND TERMINATION 

The license granted herein is a perpetual license that will only terminate
as set out below. This Agreement will terminate automatically and without
notice from Veer if You breach, or fail to perform or observe, any covenant,
condition or provision of this Agreement. Veer reserves the right at any
time to terminate this Agreement for any reason whatsoever or to terminate
this Agreement in respect of a particular Product or Products, provided
however, that Veer agrees to return to You any amount paid by You to Veer
for the license of the Product, Products, CD-ROM or other media affected or
replaces the particular Product or Products, CD-ROM or other media affected
by such termination with a replacement Product or Products, CD-ROM or other
media. 

Upon termination of this Agreement, or this Agreement in respect of a
particular Product or Products, You agree to:

(f) cease all use of the Products (or the particular Product or Products)
and any CD-ROM or other media containing such Products provided to You by
Veer;

(g) return to Veer all CD-ROM or other media provided to You containing the
Products (or the particular Product or Products); 

(h) destroy or delete all Products (or the particular Product or Products)
stored on any premises, computer, hard drive, digital media or other
facilities or storage devices (electronic or physical), including all copies
of the Products and CD-ROM or other media;

(i) ensure that your clients and customers:

	(i) cease all use of the Products (or the particular Product or
Products);

	(ii) destroy, delete or return to Veer all Products, retained or stored
on any premises, computer, hard drive, digital media or other facilities or
storage devices (electronic or physical), including all copies of the
Products;

INDEMNITY 

You hereby agree to indemnify, defend, save and hold Veer and its licensors
and contributors and its resellers, harmless from and against any liability,
cost, fee, expense, loss, judgement, claim or damage claimed by any third
party (including reasonable legal fees) arising or resulting from any
breach, violation of, or failure to fulfill, any representation, warranty,
covenant or agreement made herein by You or arising out of any use of a
Product provided by Veer to You, including from:

(a) the use of a Product in breach of this Agreement;

(b) the use of a Product otherwise than in accordance with the rights
granted to You herein;

(c) the use of a Product in such a manner that violates or infringes any
right of another person, including the use of a Product without appropriate
model releases, consents or waivers of moral rights, as may be required or
desirable or necessary for such use; and

(d) the unauthorised use by any third party to which You may have supplied a
Product provided by Veer.

ASSIGNMENT 

You shall not assign this Agreement in whole or in part without Veer's
approval. Veer may assign this Agreement without your approval.

DIGITAL FILE CONDITION 

You are responsible for examining any digital file in respect of a Product
before effecting reproduction. Accordingly, Veer and its licensors or
content providers are not responsible for any damage resulting from any
defect or alleged defect in any digital file or its caption or in any way
from its reproduction. 

GOVERNING LAW 

This Agreement shall be governed by and construed in accordance with the
laws of the Province of Alberta and the laws of Canada applicable therein,
without regard to the conflict of law rules applicable therein, and shall be
treated in all respects as an Alberta contract. The parties to this
Agreement hereby irrevocably and unconditionally attorn to the exclusive
jurisdiction of the courts of the Province of Alberta and all courts
competent to hear appeals therefrom. The application of the United Nations
Convention on Contracts for the International Sale of Goods to this
Agreement is expressly excluded and this Agreement will not be governed by
that Convention. 

ENTIRE AGREEMENT 

This Agreement supersedes all prior representations, arrangements,
negotiations, understandings and agreements between the parties, both
written and oral, relating to the subject matter hereof and sets forth the
entire, complete and exclusive agreement and understanding between the
parties hereto relating to the subject matter hereof; no party has relied on
any representation, arrangement, understanding or agreement (whether written
or oral) not expressly set out or referred to in this Agreement. Any
descriptions of the Products and any written material used to facilitate or
promote the Products are for the sole purposes of identification and are not
to be construed as warranties. 

AMENDMENT AND WAIVER

This Agreement may only be amended by written agreement. No waiver or
consent by Veer of or to any breach or default of this Agreement by You will
be effective unless evidenced in writing. No waiver or consent effectively
given as aforesaid will operate as a waiver or consent of or to any other
right or other or further breach or default in relation to the same or any
other provision of this Agreement.

SURVIVAL

Such provisions of this Agreement that, by their nature, would be expected
to survive termination of this Agreement shall survive any such termination.

BREACH

In the event of any breach of this agreement by You, You agree to be
responsible for the reasonable legal fees of Veer and its licensors and
contributors in the event that Veer or its licensors or contributors are
required to enforce their rights by commencing an action under these
provisions. 	


Appendix "A"

FONT EMBEDDING RESTRICTIONS
 
All Veer (Jukebox(TM) and Umbrella(TM) brand) fonts can be embedded in
Adobe(TM) Portable Document Format (PDF) files, as well as other types of
electronic documents. Jukebox and Umbrella fonts licensed from Veer allow
for "Preview & Print" embedding as described below: 

Preview & Print 

A font with an embedding permission of Preview & Print allows the font,
either the full character set or only the subset of characters used, to be
embedded in an electronic document solely for the purpose of viewing that
document on screen and/or printing that document. While a font with a
Preview & Print embedding permission may be embedded in an electronic
document, the embedded font may not be used to further edit the document it
is contained in or to edit or create other documents or to fill in forms
fields. 

You agree to comply with the font embedding restrictions in respect of a
particular Product as specified by Veer. The embedding permission in Veer
fonts applies whether the font family was supplied by Veer in OpenType(R),
PostScript(R) Type 1 or TrueType(TM) format.

All trademarks are the property of their respective owners.


Copyright (C) 2003 Veer Incorporated

http://www.veer.com/