Gal Image License Agreement
We at Design-her Gals, LLC ("DHG") are pleased that you wish to print your personalized Gal image in a broader variety of contexts. Subject to your agreement (by clicking the “I Agree” button below) to the following terms and conditions (the “Agreement”) and your payment of the one-time license fee, DHG grants you the license described below.
In consideration for DHG’s granting you a license to access and copy your personalized Gal image on a broader basis, and the other terms and conditions set forth below, you agree as follows:
1) Grant of License. Subject to the terms and conditions of this Agreement, DHG grants you a limited, non-exclusive, non-transferable right to copy onto items of your choice the personalized Gal image that you have created and that is registered to you at www.designhergals.com (the Image).
2) Scope of License. Under the license granted in this Agreement, you are entitled to download the Image from the DHG website and copy the Image onto items of your choice, such as stationery, labels, personal accessories, clothing and website pages. Under this license you are not authorized to: (i) remove, diminish or obscure in any manner the DHG copyright and/or trademark notices that appear on or next to the Image as downloaded from DHG; (ii) alter the Image from the form downloaded from DHG, or alter the Image to create any derivative works; (iii) copy the Image for use in any context that is pornographic or that DHG reasonably believes is otherwise contrary to good taste or to DHG's public image; or (iv) use the Image on any item intended for resale. Subject to the above restrictions, you may use the Image as part of your own graphical trademark designs. Except for the rights specifically and expressly licensed to you under this Agreement, DHG reserves all rights to the Image and to all DHG copyrights and trademarks. Any unauthorized use of the Image or DHG trademarks may subject you to civil and criminal penalties under federal copyright and trademark laws and international treaties.
3) License Fee. You will be required to pay DHG a one-time license fee for the licensed used of the Image during the initial term and all renewal terms of the license.
4) Term of License, Termination. The initial term of the license granted under this Agreement is one year. This Agreement, and the license granted herein, will automatically renew for successive renewal terms of one year each unless either party provides the other party with notice, at least 60 days prior to the end of the then-existing license term, of its intent not to renew the license. DHG may terminate the license immediately upon notice to you in the event DHG determines that your use of the Image violates the terms of this Agreement. Upon the expiration of your license, or in the event you receive notice of license termination from DHG, you will immediately cease copying the Image and, if applicable, destroy any copies of the Image that violate the license terms contained herein.
5. Limitation of Warranties and Remedies. You acknowledge that DHG is providing you copies of the Image on an “as is,” and “as available” basis, and that DHG makes no warranties, express or implied, regarding the Image, its availability to you, or your right to use it. In no event shall DHG be liable to you for any indirect, incidental, special or consequential damages or lost profits arising out of, or related to, your use of, or inability to use, the Image, even if DHG has been advised of the possibility thereof. DHG’s liability to you, if any, whether arising under contract or statute, or based upon a claim of strict liability, negligence or some other tort claim, shall in no event shall exceed the amount of the license fee you paid for the image.
6. Indemnification. You agree to indemnify, defend and hold DHG harmless against any claim, demand, expense, loss, damage or other liability, including, without limitation, attorneys' fees, arising out of or connected with your use of the Image.
7. Notices. Any notices to DHG authorized or required under this Agreement shall be made by email accessed through the Contact Us page at the DHG website at www.designhergals.com. Any notices to you authorized or required under this Agreement may be made by email, US mail, or both, using the contact information you have provided to us in the registration process. You agree to keep DHG updated with correct contact information at all times.
8. Non-Waiver. The failure or delay of either party to require performance of, or to otherwise enforce, any condition or other provision of this Agreement shall not waive or otherwise limit that party's right to enforce, or pursue remedies for the breach of, any such provision or condition. Any waiver by either party of any particular condition or provision of this Agreement, including this non-waiver provision, shall not constitute a waiver or limitation on that party's right to enforce performance of, or pursue remedies for the breach of, any other condition or provision of this Agreement.
9. Successor Interests. Your license under this Agreement is not transferable without the prior written consent of DHG, which DHG may grant or withhold in its sole discretion. Subject to this limitation, this Agreement is binding upon, and shall inure to the benefit of, the successors, heirs, legatees, devisees, personal representatives, assigns and bankruptcy estates of each of the parties.
10. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Maryland without regard to, or application of, any conflict of law provisions.
11. Jurisdiction, Venue. The parties agree that any suit, action or arbitration proceeding arising out of or relating to this Agreement shall be brought in Potomac, Maryland and the parties expressly consent to the personal jurisdiction over them of any state or federal court in Montgomery County, Maryland.
12. Severability. If any court of competent jurisdiction finds any term of this Agreement, or of any other document or instrument referred to or contemplated in this Agreement, to be invalid or unenforceable, such determination shall not affect the validity and enforceability of the remainder of the Agreement.
13. Paragraph Headings. All paragraph headings in this Agreement appear for convenience of reference, and shall not affect the meaning or interpretation of the Agreement.
14. Amendments. This Agreement may be amended or modified only by a written instrument executed by the parties which expressly states the intent of the parties to modify or amend this Agreement.
15. Entire Agreement. This Agreement constitutes the entire agreement between the parties pertaining to the subject matter of the Agreement, and supersedes all prior discussions, negotiations, understandings, representations, and agreements, whether oral or written. All terms of this Agreement are contractual and not mere recitals.
16. Electronic Execution. Execution of this Agreement shall occur, and may be evidenced by, transmission of your electronic assent to its terms through your clicking the "I Agree" button. By clicking the “I Agree” button, you are warranting that the information you provided in your registration with DHG is accurate and complete, that you are 21 years of age or older, and that you understand and are authorized to execute this Agreement. After executing this Agreement, you may print or download a copy of it for your records.