Content License

LICENSE TO USE CONTENT.
In consideration of the result of a money transfer or free download, the Owner grants the Buyer (the “Use”) for the purpose of making, distributing, exhibiting, and exploiting the non-exclusive non-transferable worldwide royalty-free license to post, reproduce, publicly perform or display, digitally perform, or transmit for promotional and commercial purposes, and use in any known manner.
The Owner grants the Buyer any further rights that may be required to effectuate the Content Use and understands that the Buyer will proceed in express reliance on this License and the rights granted hereunder.

RIGHTS AND OBLIGATIONS.
The Seller shall retain all right to the Content, including but not limited to all copyrights. Buyer and Seller are subject to any license agreement between the Parties and CGSinal.com. In using the CGSinal.com systems and Website, User agrees to CGSinal.com End User License Agreement. The Buyer shall have the right to distribute, exhibit, market, advertise, publicize, and otherwise exploit the Content, including any images of the Content, by any title, in all media, now known or unknown, in perpetuity, throughout the world (the “Exploitation”). Nothing in this License shall obligate the Buyer to (i) cause the Exploitation, (ii) pay any money with respect to the Exploitation, or (iii) use the Content in a certain manner or at all.

LICENSE.
The Owner agrees to License and hold harmless the Buyer and the Buyer’s Agents from any claim of any kind or nature whatsoever, including, but not limited to, those based upon the invasion of privacy or publicity, defamation, or copyright, arising from the Content Use, and agrees to not bring any such claim, now or in the future, against the Buyer and the Buyer’s Agents. The Owner agrees to hold harmless the Buyer and the Buyer’s Agents from and against any and all damages, liabilities, costs, expenses, claims, and/or judgments, including, without limitation, reasonable attorneys’ fees and disbursements incurred therewith, and that result from or arise out of [(i)]any breach or alleged breach or any failure of any representation or warranty of the Owner in this License.

OWNER’S REPRESENTATIONS AND WARRANTIES.
The Owner hereby represents and warrants as follows: It is the sole owner of the copyright in the Content and has the full power, authority, and right to enter into this License and to permit and grant the Use for the Content and that no third-party permission is required. The Buyer’s exercise of the rights under this License shall not infringe any copyrights or violate any third party’s rights. The rights granted under this License are not subject to any litigation or encumbered in any way that would interfere with the Buyer’s full enjoyment of such rights.

RESALE.
The redistribution or resale of any Content obtained by any User from CGSinal.com, whether For Sale or freely downloaded, is expressly prohibited unless it is used as licensed above.

RETURNED CONTENT.
In the event of content returned, whether acquired by a Sale or free download, all license rights granted herein terminate and the User must immediately destroy any and all copies contained on any type of media under the control or possession of the User.

AMEDMENTS.
No amendment, change, or modification of this License shall be valid unless in writing and signed by both Parties.

ASSIGNMENT.
Neither Party may, without the written consent of the other Party, assign, subcontract, or delegate its obligations under this License.

SUCCESSORS AND ASSIGNS.
All references in this License to the Parties shall be deemed to include, as applicable, a reference to their respective successors and assigns. The provisions of this License shall be binding on and shall inure to the benefit of the successors and assigns of the Parties.

GOVERNING LAW.
This License shall be governed by the laws of the state of New York. In the event that litigation results from or arises out of this License or the performance thereof, the Parties agree to reimburse the prevailing Party’s reasonable attorneys’ fees, court costs, and all other expenses, whether or not taxable by the court as costs, in addition to any other relief to which the prevailing Party may be entitled.

COUNTERPARTS/ELECTRONIC SIGNATURES.
This License may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument. For purposes of this License, use of a facsimile, e-mail, or other electronic medium shall have the same force and effect as an original signature.

SEVERABILITY.
Whenever possible, each provision of this License will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this License is held to be invalid, illegal, or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other provision or any other jurisdiction, but this License will be reformed, construed, and enforced in such jurisdiction as if such invalid, illegal, or unenforceable provisions had never been contained herein.

ENTIRE AGREEMENT.
This License constitutes the final, complete, and non-exclusive non-transferable agreement of the Parties with respect to the subject matter hereof, and supersedes any and all other prior and contemporaneous agreements and understandings, both written and oral, between the Parties.

HEADINGS.
Headings used in this License are provided for convenience only and shall not be used to construe meaning or intent.