User License

Content Consumers

If you are a Content Consumer, the Content Provider and LiveSwap® hereby grant to you a perpetual, non-exclusive, non-transferable worldwide license to use the Content for the Permitted Uses (as defined below). Unless the activity or use is a Permitted Use, a Content Consumer cannot do it. All other rights in and to the Content, including, without limitation, all copyright and other intellectual property rights relating to the Content, are retained by LiveSwap® or the Content Provider, as the case may be.

Permitted Uses: Content Consumers may only use the Content for those advertising, promotional and other specified purposes that are Permitted Uses (as defined below). For clarity, Content Consumers may not use the Content in products for resale, license or other distribution, unless (i) the proposed use is allowable under an Extended License if it is available for the Content, and the Content Consumer has paid for such Extended License; or (ii) if the proposed use is allowable under the Exclusive License, and the Content Consumer has paid for such Exclusive License.
Seat Restrictions: Only the Content Consumer who downloads the Content is permitted to use the Content, although a Content Consumer may transfer files containing Content to (i) those within the Content Consumer's Group Account, or to (ii) clients, printers, or ISP for the purpose of reproduction for Permitted Uses, provided that such parties shall have no further or additional rights to use the Content and cannot access or extract it from any file provided to said party. A Content Consumer may install and use the Content in only one location at a time, although (subject to the Prohibited Uses and the other terms of this Agreement) the Content Consumer is entitled to utilize the Permitted Uses an unlimited number of times. A Content Consumer may physically transfer the Content and its archives from one location to another, in which case a Content Consumer may use the Content at the new location. If a Content Consumer requires the Content to be in more than one location or accessible by more than one person, the Content Consumer must download the Content for each such use. A Content Consumer may make one (1) copy of the Content solely for back-up purposes, and must reproduce all proprietary notices on this single back-up copy.

Types of Licenses

Standard LicenseFree Content & Paid Content

Under the Standard License, Content may be offered for free (the "Free Content"), or for a fee (the “Paid Content”). A Content Consumer may download the Paid Content by either (1) purchasing the Paid Content in a single transaction, or (2) by subscribing to LiveSwap®'s Premium Service ("Premium Service"), which allows Content Consumers to have unlimited access to both the Free Content, the Paid Content, and premium content that is available only to subscribers of the Premium Service.

The license to use any Content is not valid if the Content Consumer's payment is returned or otherwise charged back or is otherwise unpaid for any reason.

All Sales Final; Downloading and Risk of Loss; Availability of Digital Content. All sales of Digital Content are final. We do not accept returns of Digital Content. Once a Content Consumer has purchased Digital Content, we encourage the Content Consumer to download it promptly and to make back-up copies of it. If a Content Consumer is unable to complete a download after having reviewed our online help resources, please contact support at support@liveswap.com. Content Consumers bear all risk of loss after purchase and for any loss of Digital Content that they have downloaded, including any loss due to a computer or hard drive crash. We may, from time to time, remove Digital Content from the Service without notice.

Standard License Permitted Uses

Subject to the restrictions described under Prohibited Uses below, the following are “Permitted Uses” of Content under a Standard License:

advertising and promotional projects, including printed materials, presentations, video presentations, catalogues, brochures, promotional greeting cards and promotional postcards (i.e. not for resale or license);
entertainment applications, such as magazines, newspapers, editorials, newsletters, and video, and theatrical presentations;
prints, posters (i.e. a hardcopy) and other reproductions for personal use or promotional purposes specified in (1) above, but not for resale, license or other distribution.
any other uses approved in writing by us.
single website (commercial, personal, or non-profit), excluding video.
single Sermon presentation, or other live corporate or group setting.
single graphic design project for the Content Consumer or the Content Consumer's client (eg. bulletin, posters, invite cards, flyers, brochures etc).
single free video such as a church announcement video, sermon video illustration for the Content Consumer's church;
upload Content to a social media website.
adding text to Content via our Content editing tools available through the Services, and then using said Content in the manners described in these Permitted Uses.

If there is any doubt that a proposed use is a Permitted Use, please contact us.

Standard License Prohibited Uses

A Content Consumer with a Standard License may not do anything with the Content that is not expressly permitted in the preceding section or permitted by an Extended License or Exclusive License (if the Content Consumer has an Extended License or Exclusive License). For greater certainty, the following are “Prohibited Uses,” and a Content Consumer may not:

use the Content in design template applications intended for resale, whether on-line or not, including, without limitation, website templates, Flash templates, business card templates, electronic greeting card templates, and brochure design templates;
use or display the Content on websites or other venues designed to induce or involving the sale, license or other distribution of “on demand” products, including postcards, mugs, t-shirts, posters and other items (this includes custom designed websites, as well as sites such as www.cafepress.com or www.zazzle.com);
use the Content in any posters (printed on paper, canvas or any other media) or other items for resale, license or other distribution for profit;
use any of the Content as part of a trade-mark, design-mark, 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 (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 Content as an electronic file;
use the Content in a fashion that We believe is 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;
use or display any Content that features a model or person in a manner (a) that would lead a reasonable person to think that such person uses or personally endorses any business, product, service, cause, association or other endeavor; or (b) that depicts a person in a potentially sensitive subject matter, including, but not limited to mental and physical health issues, social issues, sexual or implied sexual activity or preferences, substance abuse, crime, physical or mental abuse or ailments, or any other subject matter that would be reasonably likely to be offensive or unflattering to any person reflected in the Content, unless the Content itself clearly and undisputedly reflects the model or person in such potentially sensitive subject matter in which case the Content may be used or displayed in a manner that portrays the model or person in the same context and to the same degree depicted in the Content itself;
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, trade-mark 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; however, notwithstanding the restriction on re-sale, if a Content Consumer acquires the Content on behalf of the Content Consumer's client, the Content Consumer may recoup from the client the cost of acquiring the Content.
install and use the Content in more than one location at a time or post a copy of the Content on a network server or web server for use by other users;
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;
use the Content for editorial purposes without including the following credit adjacent to the Content: "©LiveSwap® /Artist's Member Name"; or
use the Content in whole or in part in any template that is sold, licensed, sublicensed or used by third-parties, including, without limitation, as templates for newsletters, website templates, and themes for content management systems such as WordPress. By way of example, reselling a website template that uses the Content on themeforest.com would be prohibited.

Extended Use License

The Extended License pricing is the pricing set forth at the time of purchase, which is subject to change from time to time in our sole discretion or the sole discretion of the Content Provider. Extended License rights include the following:

All Standard License Permitted Uses.
Single item for sale (church bulletin template, book, magazine, post card, t-shirt, CD, or DVD for sale).
Single website template for resale, provided the resale is a customized website and not simply a resale of an image or other Content in its original or nearly original state.

Even with an Extended License, Content Consumers CANNOT use the Content:

in its present or modified form for sale, redistribution, resell, lease, license, sub-license, free downloads of the image to any third party.
as part of a trade-mark, design-mark, trade-name, business name, service mark, or logo.
on shared drives, intranets, computer networks or the like.
in such a way as to suggest that the product was created by you.
for sale on Print on Demand sites.
for resell except to the extent that it is incorporated into a work you have created for resale.

A Content Consumer with an Extended License may incorporate the Content in a work which is created for resale by the Content Consumer or his/her client (provided that only the complete work is offered for sale and the terms of sale (i) require those that acquire the work to only use the Content for their own personal use or in a work they are creating for a client (ii) prohibit resale of the Content as a stand-alone item).

A Content Consumer with an Extended License may display the Content, and make the Content available for use by an unlimited number of his/her clients, in conjunction with a web site service that is hosted on behalf of these clients. When using the Content through a web site service, Content Consumers may make unlimited copies of the Content, but Content Consumers must ensure that their clients do not reproduce or use the Content in another application.

If the Content is used or incorporated in a work there is no restriction on the number of copies of that work that can be reproduced and distributed.

For example: a Content Consumer may incorporate the Content, such as a photo file, in a calendar that the Content Consumer or the Content Consumer's client distributes commercially. An unlimited number of copies of the calendar may be made and sold but the Content cannot be incorporated in more than one calendar or other work. Additionally, buyers of the calendar must not offer the Content (that is the photo/file) for sale, such as on a site like iStockphoto.com.

Exclusive Use License

The Exclusive License rights include all rights set forth in the Standard License and the Extended License, plus the right to use the Content for:

Company logos
Website templates
Book cover art

Exclusive License pricing is the pricing set forth at the time of purchase, which is subject to change from time to time in the sole discretion of LiveSwap® and/or the Content Provider. Use of the particular Content will not be licensed again from LiveSwap®, and only uses that have been previously licensed by the Content Provider or by LiveSwap® will remain valid. Exclusive Licenses do not give a Content Consumer the right to sell the Content as a template, single image, collection of images or in any other manner otherwise restricted in this Agreement. The purpose of the Exclusive Use license is to provide reasonable assurance that the particular Content has not been excessively used or licensed, and to extend the rights to use the Content for logos and cover art.

General Terms and Conditions of Use of the Site for All Content Consumers

Term

This Agreement shall remain effective until termination. For Content Consumers, termination occurs when you destroy your copies of the Content along with any copies or archives of it or accompanying materials (if applicable), and cease to use the Content for any purpose. The Agreement also terminates upon your breach of this Agreement, the Termination or Cancellation of your LiveSwap® account, or your breach of our Terms of Service. Upon termination, you must immediately (i) cease using the Content for any purpose; (ii) destroy or delete all copies and archives of the Content or accompanying materials; and (iii) if requested, confirm in writing to us that you have complied with these requirements.

For Content Providers, this Agreement terminates when you remove your Content or your LiveSwap® account is terminated or cancelled. The Agreement also terminates upon your breach of this Agreement or our Terms of Service. All previously granted licenses remain in full force, but after termination or cancellation, we will no longer use the Content or offer the Content to Content Consumers.

We may terminate this Agreement at any time and reissue a new or amended license provided that such new or amended license will not materially impair any previously granted licenses for previously purchased Content. Any new or amended license will become in full force for all Content beginning on the date that the new or amended license is posted to the Site.

If Content is alleged to violate any third-party rights, we may immediately remove the Content, terminate all rights granted to any user for such Content, and request that any user cease use of the Content. In the event that the user is requested to cease use, the fees, if any, paid by the user for the Content will be refunded or you will receive replacement Content at no charge, at the discretion of LiveSwap®. If we are notified or you have or obtain knowledge of any claim of potential or actual infringement, you must immediately and at your own expense (i) stop using the Content; (ii) delete or remove the Content from your premises, computer systems and storage (electronic or physical); and (iii) ensure that your clients, printers or ISPs do likewise.

Representations and Warranties

OTHER THAN AS EXPRESSLY PROVIDED IN THIS AGREEMENT, 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. WE DO 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 LIVESWAP®) ASSUME THE ENTIRE RISK AND COST OF ALL NECESSARY CORRECTIONS.

Certain jurisdictions do not allow the exclusion of implied warranties, so the above exclusion may not apply to you. You have specific rights under this warranty, but you may have others, which vary from jurisdiction to jurisdiction.

Indemnification of Content Consumers

We require that the Content Providers, indemnify and hold the Content Consumers harmless on the following terms:

Provided that (i) the Content is only used in accordance with this Agreement and (ii) the Content Consumer is not otherwise in breach of this Agreement or our Terms of Service, then as the Content Consumer's the sole and exclusive remedy for breach of the representations and warranties set forth above, Content Providers shall defend, indemnify and hold harmless the Content Consumer and the Content Consumer's parents, subsidiaries and affiliates and respective directors, officers and employees from all damages, liabilities and expenses (including reasonable outside legal fees), arising out of or connected with any actual or threatened lawsuit, claim or legal proceeding alleging that the possession, distribution or use of the Content by the Content Consumer is infringing on another's intellectual property rights.
The indemnification set out in above is conditioned on the Content Consumer's prompt notification in writing to Content Provider of such claim and our right to assume the handling, settlement or defense of any claim or litigation. The Content Consumer agrees to cooperate with the Content Provider in the defense of any such claim or litigation and shall have the right to participate in such litigation at the Content Consumer's sole expense. The Content Provider shall not be liable for legal fees and other costs incurred prior to the notice of the claim. To be clear, LiveSwap® shall not indemnify or be responsible for any payments, fees, expenses or any kind of damages whatsoever that relate to a dispute between a Content Provider and a Content Consumer.
IN NO EVENT SHALL LIVESWAP® OR ANY OF ITS 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 TWO (2) YEARS AFTER THE CAUSE OF ACTION FIRST AROSE.
NOTWITHSTANDING ANY OTHER TERM HEREIN, LIVESWAP® SHALL NOT BE LIABLE FOR ANY DAMAGES, COSTS OR LOSSES ARISING AS A RESULT OF MODIFCATIONS MADE TO THE CONTENT BY YOU OR THE CONTEXT IN WHICH THE CONTENT IS USED BY YOU.
NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT, THE TOTAL MAXIMUM AGGREGATE LIABILITY OF LIVESWAP® UNDER THIS AGREEMENT AND ANY OTHER AGREEMENT UNDER WHICH YOU HAVE LICENSED THE SAME CONTENT, REGARDLESS OF THE FILE SIZE, OR THE USE OR EXPLOITATION OF ANY OR ALL OF THE CONTENT IN ANY MANNER WHATSOEVER AND THE OBLIGATION OF LIVESWAP® UNDER THIS AGREEMENT SHALL BE LIMITED TO AN AGGREGATE OF FIVE THOUSAND ($5,000) US DOLLARS. FOR GREATER CLARITY, LIVESWAP®'S LIABILITY TO YOU IN RESPECT OF THE CONTENT SHALL NOT EXCEED FIVE THOUSAND ($5,000) US DOLLARS REGARDLESS OF THE NUMBER OF TIMES THAT YOU LICENSE THE SAME CONTENT FROM LIVESWAP®.
SOME JURISDICTIONS DO NOT ALLOW FOR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

Indemnification of LiveSwap®

Content Consumers and Content Providers agree to indemnify, defend and hold LiveSwap®, its affiliates, its Content Providers and their respective directors, officers, employees, shareholders, partners and agents (collectively, the "LiveSwap® Parties") 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 any LiveSwap® Party as a result of or in connection with any breach or alleged breach by you or anyone acting on your behalf of any of the terms of this Agreement or LiveSwap®'s Terms of Service.

DMCA Take Down Notice Procedures

As stated in our Terms of Service, in the event that a third-party claims copyright or trademark infringement of any kind, we abide by the federal Digital Millennium Copyright Act ("DMCA"). If you believe that Content is your proprietary work and has been copied in a way that constitutes an infringement of your copyrights or other intellectual property in that work, please immediately notify us of any such copyright or other intellectual property rights infringement by following the procedure outlined in our Terms of Service. Similarly, if you disagree that your Content constitutes an infringement, you may send a counter-notification as detailed in our Terms of Service.

Please note that under the DMCA, any person who knowingly materially misrepresents that material or activity is infringing or was removed or disabled by mistake or misidentification may be subject to liability. Before sending either a copyright infringement notification or counter-notification, you may wish to contact a lawyer to better understand your rights and obligations under the DMCA and other applicable laws. The following notice requirements are intended to comply with our rights and obligations under the DMCA and do not constitute legal advice. Where applicable, we will comply with the procedures outlined in the DMCA.

General Terms

You specifically agree and acknowledge that you have, in addition to the terms of this Agreement, reviewed our Terms of Service and any other agreements which may be incorporated by reference therein, and to the extent of their incorporation in this Agreement you agree to be bound by them.
Our failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right.
This Agreement is personal to you and is not assignable by you without LiveSwap®'s prior written consent. We may assign this Agreement without your consent to any other party so long as such party agrees to be bound by its terms.
If all or part of any provision of this Agreement is wholly or partially unenforceable, the parties or, in the event the parties are unable to agree, a court of competent jurisdiction, shall put in place of such whole or part provision an enforceable provision or provisions, that as nearly as possible reflects the terms of the unenforceable whole or part provision.
You agree to pay and be responsible for any and all sales taxes, use taxes, value added taxes and duties imposed by any jurisdiction as a result of the license granted to you, or of your use of the Content, pursuant to this Agreement.
The Site and Services, and this Agreement, are intended for those in the United States. You agree to use the Content and the Site and Services at your own risk, and agree to comply with the laws in your relevant jurisdiction.
Any and all disputes arising out of, under or in connection with this Agreement, including without limitation, its validity, interpretation, performance and breach, shall be finally settled under the laws of the state of California. Jurisdiction and venue shall exclusively be in the courts located in San Diego, California. You consent to service of any required notice or process upon you by email or by registered mail or overnight courier with proof of delivery notice, addressed to the address or contact information provided by you at the time the Content was downloaded, or such other address as you may advise us in writing to use, from time to time.

Recitals

Agreement

Content Providers