Content License

This Content License Agreement (“Agreement”) governs the terms by which customers of SNA obtain the right to use stock photographic, illustrations, animations, video, footage, and other media content provided by SNA through the web site located at www.sappi.com (the “Site”). This Agreement is in addition to the Terms of Use applicable to the Site. In the event of any inconsistency between this Agreement and the Terms of Use (incorporated into this Agreement by reference), the terms of this Agreement shall govern use of Content.

By selecting “I Agree”, you accept this Agreement either for yourself or on behalf of your employer or the entity identified in the account information, and agree to be bound by its provisions. If you are accepting on behalf of your employer or the entity identified in the account information, you represent and warrant that you have full legal authority to bind your employer or such other entity. If you do not have such authority or you do not accept or agree with these terms, do not accept the Agreement and do not download Content.

In this Agreement: (i) “you” or the “Customer” means you or, if you are accepting on behalf of your employer or member account entity, then “you” means that employer or entity and affiliates; (ii) “SNA” or “we” means Sappi North America, owner of the Site; and (iii) “Content” means any photographic image, illustration, animation, Flash file, film or video footage, visual representation generated optically, electronically, digitally or by any other means or in any media or other material that you are downloading from the Site, together with any accompanying material.

• License Grant

SNA grants to you and your employer, if you are licensing on behalf of your employer, a non-exclusive, non-sublicensable, non-transferable, right to use the Content in North America, by exchanging or changing design elements, changing or inserting new text or otherwise personalizing the Content for a particular project, to create derivative works (“Derivative Works”) in the media and for the uses permitted by SNA as described in the project specific rules (“Permitted Uses”).

You may display your Derivative Works as described in the Permitted Uses, provided, however, that the Derivative Works are completed projects and not simply substantially unedited reproductions of the Content.

The license granted to you with respect to Content may not be assigned. It is personal to you or your employer.

2. Prohibited Uses

You may not do anything with the Content that is not expressly permitted in the Permitted Uses. For greater certainty, the following are “Prohibited Uses” and you may not:

• use the Content in design template applications intended for resale, whether on-line or not, including, without limitation, website templates, Flash templates, and brochure design templates;
• use the Content in any products for resale, license or other distribution for profit;
• use any of the Content as part of a trademark, trade name, business name, service mark, or logo;
• incorporate the Content in any product that results in a re-distribution or re-use of the Content or is otherwise made available in a manner such that a person can extract or access or reproduce the Content as an electronic file;
• use the Content in a fashion that is considered by SNA (acting reasonably) as or under applicable law is considered pornographic, obscene, immoral, infringing, defamatory or libelous in nature, or that would be reasonably likely to bring any person or property reflected in the Content into disrepute;
• to the extent that source code is contained within the Content, reverse engineer, decompile, or disassemble any part of such source code;
• remove any notice of copyright, trademark or other proprietary right from any place where it is on or embedded in the Content;
• sub-license, re-sell, rent, lend, assign, gift or otherwise transfer or distribute the Content or the rights granted under this Agreement;
• install and use the Content in more than one server location at a time or post a copy of the Content on a network server or web server for use by other users, unless specifically permitted under Permitted Uses;
• use or display the Content in an electronic format that enables it to be downloaded or distributed via mobile devices or shared in any peer-to-peer or similar file sharing arrangement; or
• either individually or in combination with others, reproduce the Content, or an element of the Content, in excess of the quantity stated in the Permitted Uses.

3. Copyright

SNA, its licensors and its Content providers, as the case may be, own and will retain all copyrights in and to any Content, including any image contained in any Content. You may not copy, modify, sell or distribute all or any part of any Content except as expressly authorized in this Agreement. Content is protected by United States copyright law and international treaty. Unauthorized reproduction, modification, sale or distribution is subject to civil and criminal penalties.

4. Warranties

(a) SNA warrants that: (i) your use of the Content in accordance with this Agreement and in the form delivered by SNA 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.

(b) OTHER THAN AS EXPRESSLY PROVIDED IN SECTION 4(a), 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. SNA 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 SNA) ASSUME THE ENTIRE RISK AND COST OF ALL NECESSARY CORRECTIONS.

(c) IN PARTICULAR AND WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, IF YOU ARE DOWNLOADING CONTENT THAT IS IN A FLASH FORMAT OR FILE (WHETHER .SWF OR OTHERWISE), EXCEPT AS EXPRESSLY PROVIDED IN SECTION 4(a),SNA MAKES NO REPRESENTATION OR WARRANTY RESPECTING SUCH CONTENT WHATSOEVER, WHETHER AS TO OWNERSHIP, TECHNICAL OR LEGAL COMPLIANCE, OR OTHERWISE.

(d) Some states 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 provisions.

5. Limitation of Liability

(a) IN NO EVENT SHALL SNA OR ANY OF ITS LICENSORS, 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 SIX (6) MONTHS AFTER THE CAUSE OF ACTION FIRST AROSE.

(b) NOTWITHSTANDING ANY OTHER TERM HEREIN, SNA SHALL NOT BE LIABLE FOR ANY DAMAGES, COSTS OR LOSSES ARISING AS A RESULT OF MODIFICATIONS MADE TO THE CONTENT BY YOU OR THE CONTEXT IN WHICH THE CONTENT IS USED BY YOU.

6. Indemnification

You agree to indemnify, defend and hold SNA, its affiliates, licensors, and Content providers and their respective directors, officers, employees, shareholders, partners and agents harmless from and against any and all claims, liability, losses, damages, costs and expenses (including attorneys’ fees) arising in any manner whatsoever from the unauthorized use of Content or portion thereof, or for any breach or alleged breach by you or anyone acting on your behalf of any of the terms of this Agreement.

7. Term & Termination

This Agreement is effective until it is terminated. You can terminate this Agreement by destroying the Content and any Derivative Works, along with 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 SNA 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 SNA in writing that you have complied with these requirements.

8. Miscellaneous

This Agreement shall be governed in all respects by the laws of The Commonwealth of Massachusetts, U.S.A., without regard to choice of law provisions. Venue for all disputes arising under this Agreement shall lie exclusively in the state and federal courts in Suffolk County, Massachusetts, and each party agrees not to contest the personal jurisdiction of these courts. Notwithstanding the foregoing, SNA shall have the right to commence and prosecute any legal or equitable action or proceeding before any court of competent jurisdiction to obtain injunctive or other relief if, in the opinion of SNA, such action is necessary or desirable. If SNA is required to enforce SNA's rights as a result of any breach of this Agreement, whether a lawsuit is filed or not, it shall be made whole by you for such reasonable legal fees and costs incurred by it. No action of SNA, other than an express written waiver, may be construed as a waiver of any clause of this Agreement. If SNA waives any specific part of this Agreement, such waiver does not mean that any other part is waived. Should any clause of this Agreement be found unenforceable, that will not affect any other clause and each will remain in full force and effect. Neither the course of conduct between the parties nor trade practice shall act to modify any of these terms and conditions. SNA may assign its rights and duties under this Agreement to any party at any time without your consent.

© 2016 Sappi North America. All rights reserved.