Content License Agreement

Updated: August 1st, 2010

_____________________________________________ _____________________________________________
Contributor Publisher

I (the Contributor listed above) have posted the Content referenced above on HeyPublisher for licensing to Publishers, subject to the User Agreement set forth at www.heypublisher.com ("User Agreement") and the following terms. By licensing and downloading the Content, you (the Publisher listed above) agree to the following terms and conditions:

  1. Parties. This Agreement is binding between Contributor and Publisher. Publisher understands and agrees that Loudlever, Inc. operates HeyPublisher only as a Service Provider as defined in 17 U.S.C. § 512 and as an Interactive Computer Service as defined in 47 U.S.C. § 230(f)(2). As such Loudlever merely operates the site from which Contributors may offer and which users (including you) may license Content posted to the site. Loudlever does not act as agent for Contributor or Publisher, and does not guarantee the quality, title, or legality of the Content, or the truth or accuracy of listings associated with it. Accordingly, you hereby irrevocably and unconditionally release and waive any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, that you may have or assert against Loudlever relating to or arising out of the purchase of a license to or the use of the Content.
  2. License Grant. For so long as this license is not terminated in accordance with this Section and Section 13 hereof, Contributor grants you a non-exclusive, non-transferable right to use the Content for the Designated Use, except that you may not re-sell the Content either separately, or as part of another product, or alter the Content other than as expressly permitted herein, and may not use the Contributor Content in any manner prohibited under Section 10. This license is conditioned upon (a) your compliance with all provisions of this Agreement, and (b) if applicable, payment of the licensee fee to the Contributor. The license and your right to use the Content shall immediately terminate upon your failure to comply with any provision of this Agreement, the User Agreement or failure to make full payment when due, in which case the Contributor shall be entitled to pursue all other remedies available under copyright and other laws.
  3. Additional Software Required. The plug-in available from HeyPublisher is designed to facilitate your use of the Content with WordPress. If you use another product to manage and publish content you may require additional software, which you must obtain from the manufacturer of the software, subject to additional terms and payment as required by the manufacturer.
  4. Payment. Some Content is only available upon payment of a license fee as determined by the Contributor. If the Content you have selected requires payment of a license fee, you agree to pay all fees and any other charges associated with your order promptly, using the payment method designated by Contributor. Without limitation, you are responsible for reporting and payment of any taxes applicable to your license and use of the Content.
  5. Ownership and Intellectual Property. The Contributor retains all right, title, and interest in and to all of the Content, including all copyrights, patent rights, trademarks, trade secrets, and all other proprietary rights. No rights in any Content are granted except the license specified in this Agreement. Any right, title or interest arising in any compilation or derivative work created using the Content shall not entitle you to use any Content except as permitted hereunder. You do not acquire any copyright ownership or equivalent rights in or to any Content as a result of any license under this Agreement.
  6. Disclaimer of Warranty. THE CONTENT IS MADE AVAILABLE "AS IS" AND WITHOUT WARRANTY OF ANY KIND. YOU ASSUME THE ENTIRE RISK AS TO USE OF THE CONTENT. CONTRIBUTOR HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT, WITH RESPECT TO THE CONTENT.
  7. Limitation of Liability. EXCEPT FOR ANY LIABILITY WHICH CANNOT BY LAW BE EXCLUDED OR LIMITED, NEITHER LOUDLEVER NOR THE CONTRIBUTOR SHALL BE LIABLE TO YOU OR ANY OTHER THIRD PARTY CLAIMING THROUGH YOU FOR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, STATUTORY OR CONSEQUENTIAL DAMAGES ARISING OUT OF, OR RELATING TO THIS AGREEMENT AND/OR YOUR USE OR INABILITY TO USE THE CONTRIBUTOR CONTENT, WHETHER FRAMED AS A BREACH OF WARRANTY OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE, IN TORT, CONTRACT, FAILURE OF ESSENTIAL PURPOSE, OR OTHERWISE. IN NO EVENT SHALL LOUDLEVER'S OR CONTRIBUTOR'S TOTAL AGGREGATE LIABILITY TO YOU OR ANY THIRD PARTY CLAIMING THROUGH YOU ARISING FROM THIS AGREEMENT, EXCEED THE AMOUNT ACTUALLY PAID BY YOU FOR THE CONTRIBUTOR CONTENT, UP TO A MAXIMUM OF U.S. $25 REGARDLESS OF THE NUMBER OR TYPE OF CLAIMS. THE FOREGOING LIMITATIONS ARE APPLICABLE NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE. CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
  8. Indemnification. You agree to indemnify, defend and hold Contributor and Loudlever harmless and its against all claims (including, without limitation, claims by third parties), liability, damages (including punitive damages), judgments, settlements, costs and expenses, including reasonable legal fees and expenses, arising out of or related to (a) your breach of any terms, conditions or restrictions of this Agreement, (b) your use of or modification to any Content, or your combination of any Content with any text or other content, and (c) any act or failure to act by you or anyone acting at your direction or under your control or supervision.
  9. Credit Line and Copyright Notice. You shall include a copyright notice and credit with publication of the Content (in the format: "© Copyright [date] Contributor's name"). You shall not remove or alter any copyright notice, watermark, or other copyright management information from any Content without Contributor's consent. Any unauthorized removal or alteration violates Chapter 12 of Title 17 of the U.S.C.
  10. Termination. Contributor may terminate your license to use the Content under this Agreement if you violate any of the terms of this Agreement or if your right to access HeyPublisher is terminated as provided in the User Agreement. Termination shall be effective immediately upon written notice to you or as otherwise provided herein. Upon termination you shall immediately discontinue all use of the Contributor Content.
  11. Privacy. Your use of HeyPublisher is subject to the HeyPublisher Privacy Policy. Contributor agrees to comply with the terms of the Privacy Policy. However, you understand that Loudlever is not responsible for Contributor's compliance with the Privacy Policy and, in the event Contributor uses your information in a manner other than as authorized, your sole remedy shall be against Contributor and not Loudlever. You hereby release Loudlever from any an all liability, loss, claim, or damage associated with Contributor's use of your information or otherwise in the performance of this Agreement.
  12. Choice of Law/Jurisdiction/Attorneys' Fees. Any dispute regarding this Agreement shall be governed by the laws of the State of Washington, and by Titles 15, 17 and 35 of the U.S.C., as amended, and the parties agree to accept the exclusive jurisdiction of the state and federal courts located in King County, WA, regardless of conflicts of laws. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly disclaimed. The parties hereto confirm that it is their wish that this Agreement as well as any other documents relating hereto, including notices, has been and shall be written in the English language. In any dispute between Contributor or Loudlever and you regarding this Agreement where Contributor or Loudlever prevails, Contributor (or Loudlever) shall be entitled to recover its reasonable attorneys' fees, legal expert fees, court costs, and other legal expenses.
  13. Survival. The terms of this Agreement shall survive termination of the license granted hereunder.
  14. Loudlever's Obligations. Loudlever operates HeyPublisher but does not own the Content and does not pre-screen the Content or any material posted to the site by other Users or Contributors. You agree that Loudlever is not responsible for the Content or any other material posted to HeyPublisher and shall have no liability for the Content pr such materials.
  15. Third Party Beneficiary. You agree that Loudlever is an intended third party beneficiary of Sections 1, 6, 7, 8, 11, 12 - 16 and may, in its own name or in the name of Contributor, maintain or participate by way of joinder or otherwise in any action or proceeding against you to enforce the terms of thereof.
  16. Miscellaneous. This Agreement and any listed restrictions constitute the entire agreement between the parties with respect to the subject matter hereof and merge all prior and contemporaneous communications. This Agreement shall not be modified except by a written agreement signed by Contributor and Loudlever. If any provision of this Agreement is found invalid or unenforceable, the remainder of this Agreement shall remain valid and enforceable according to its terms. Accordingly, the parties agree that if any provisions are deemed not enforceable, they shall be deemed modified to the extent necessary to make them enforceable and in such manner as comes closest to the intentions of the parties to this Agreement as is possible. This Agreement will inure to the benefit of and be binding upon the parties, their successors and assigns, except that you may not assign or transfer this Agreement.