User License

This license agreement ("Agreement") is a legally binding agreement between CreationSwap® dba LiveSwap®, an Oregon limited liability company ("LiveSwap®, "We" or "Us") and you, the user of LiveSwap®'s website, www.liveswap.com (the "Site") and graphic design software and services (the "Services"). Please read this Agreement carefully, as it is binding on you.

In the event of a conflict between this Agreement and our Terms of Service, the Terms of Service shall govern.

Recitals

Agreement

This Agreement applies to all users of the Sites and Services, including Content Providers and Content Consumers (collectively referred to herein as "You" or "Users").

Content Providers

We will pay the Content Provider the prevailing payout based on the payout schedule available:

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.

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:

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:

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:

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

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:

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:

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

Contact

If you have concerns relating to this Agreement, please contact:

P.O. Box 549
Bend, OR 97709
Email: support@liveswap.com

Acknowledgement

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND HAD AN OPPORTUNITY TO SEEK INDEPENDENT LEGAL ADVICE PRIOR TO AGREEING TO IT. IN CONSIDERATION OF LIVESWAP® AGREEING TO PROVIDE THE CONTENT, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND LIVESWAP®, WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN YOU AND LIVESWAP® RELATING TO THE SUBJECT OF THIS AGREEMENT.

By using the Sites and/or Services, you acknowledge your understanding and acceptance the terms of this Agreement, and agree to be bound by the provisions of this Agreement. If you do not agree to this Agreement, please do not use the Sites and/or Services.

If you are accepting on behalf of your employer or the entity that is the member account holder, 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 use the Site or Services.