IMPORTANT: READ THIS DOCUMENT CAREFULLY BEFORE ACCEPTING THIS AGREEMENT WITH VEER INCORPORATED,
(VEER) A DELAWARE CORPORATION. THIS IS A LEGAL AGREEMENT BETWEEN YOU (YOU) AND VEER. BY OPENING
THE SEALED VEER DVD PACKAGE OR BY CLICKING THE I ACCEPT BUTTON AND DOWNLOADING A PRODUCT (AS
DEFINED BELOW) WHERE YOU PURCHASE A PRODUCT ONLINE, YOU AGREE TO BE LEGALLY BOUND BY THE TERMS
AND CONDITIONS OF THIS AGREEMENT. If You do not agree with the terms and conditions of this Agreement, do not open
the sealed DVD package and return the unopened package within thirty (30) days for a full refund, or where You purchase a
Product (as defi ned below) online, do not click on the I Accept button and download the Product. This Agreement is between
You and Veer and is effective on the date that You purchased the DVD or click I Accept button.
For the Purposes of this Agreement, a Product is a graphic, illustration, photograph, vector art, movie or audio clip or any and
all other media and content in any form provided to You by Veer. Any reference in this Agreement to Product shall be to each
individual Product and also to the Products as a whole. If You are entering into this Agreement in your capacity as an employee
of an organization, You are entering into the license hereunder on behalf of your employer and the terms and conditions herein
apply to both your employer and yourself as a representative of your employer, who shall herein be collectively referred to as
You. If You cease to be employed by your employer for any reason, this Agreement will continue with your employer and You
must enter into another Agreement with Veer in order to continue to use the Product(s).
GRANT OF LICENSE
Subject to the terms and conditions of this Agreement, Veer hereby grants to You, a non-exclusive, non-transferable, limited
license to:
use each Product provided to You by Veer for your own purposes or for your direct clients, but only as part of:
(i) advertising and promotional materials (including advertisements, brochures, books, company newsletters,
company reports, fi lm, packaging, presentations, television commercials and videos);
(ii) online or other multimedia content (including computer games, online advertisement, streaming video, web
broadcasts and web page design);
(iii) broadcasts and theatrical exhibitions;
(iv) any products or publications (electronic or print);
(v) materials for non-commercial use, personal use, sample use and test use, including comps and layouts; and
(vi) any other uses approved in writing by Veer;
provided however that:
(vii) whomever uses the Product is the end user of the Product; and
(viii) the Product is used in the manner specifi ed in any documentation accompanying the Product (Documentation)
and is not used in a manner contrary to the restrictions set out herein and in any Documentation;
make a reasonable number of copies of the Product for back-up purposes only, and for no other purpose or use
whatsoever. The back-up copy may only be used if the original Product becomes defective, is destroyed or is otherwise
irretrievable; and
create a digital library, network confi guration, or similar arrangement to allow the Product to be used by employees
and your direct clients provided however that the use of the Product is limited to no more than 10 such individual
users. You must contact Veer to obtain an additional license for each additional user prior to any use by such user.
Veer does not grant to You any right to sublicense the Products and You agree that You will not grant any sublicenses of the
rights granted herein. All rights not specifi cally granted above are retained by Veer. This Agreement is a license and is not a sale.
You may own the media on which the Product is stored, but Veer at all times retains ownership of the Product and all rights in
the Product, which are protected by United States copyright laws, international treaty provisions and other applicable United
States and international laws. You hereby acknowledge that Veer is the exclusive owner or licensee of the Products and any and
all intellectual property rights in and to the Products.
RESTRICTIONS ON LICENSE
You shall not:
(a) make any use of a Product in whole or in part that is not expressly provided for in this Agreement;
(b) assign, convey, dispose of, gift, lease, license, rent, sublicense, sell, or otherwise transfer any of the rights granted to
You under this Agreement, although You may sell or license derivative works incorporating the Products in accordance
with the uses permitted under paragraph (a) of the Grant of License section above;
Veer End User License Agreement for Royalty-Free Products
(c) use, or allow anyone else to use any Product, in whole or in part, for or in association with any pornographic purposes,
or in any manner which is or could be considered to be libelous or defamatory, or that in any way is or could be
potentially unfl attering or controversial for the model in the Image. If any Product featuring a model is used in a
manner that would lead a reasonable person to believe that the model personally endorses or uses a product or
service, or if the depiction of the model is used in connection with Sensitive Issue subjects, including, but not limited
to subjects such as contraception, sexual or implied sexual activity, sexual preferences, dating services, chat lines,
substance abuse, physical or mental abuse, violence, poverty, homelessness, dysfunctional family matters, alcohol,
tobacco, AIDS, cancer or other serious physical or mental ailment or disability or serious physical or mental disease or
any diagnostic test for same, you must include a statement which indicates that the person(s) depicted is a model and is
being used for illustrative purposes only.
(d) use a Product in any products for sale or license where the primary value resides in the Product itself, including
retail t-shirts, posters, calendars and postcards. (If you would like to use a Product for such purposes, please contact
license@veer.com to obtain a commercial license.)
(e) use a Product as a logo, trademark or service mark;
(f) use a Product in any template or application, whether online or not, with the purpose of creating multiple impressions
of a Product, including but not limited to: website design templates, presentation templates, electronic greeting cards,
business cards, e-business cards, or any other electronic or printed matter (If you would like to use a Product for such
purposes, please contact license@veer.com to obtain a commercial license.)
(g) use, make available for use, transfer, license, sell or otherwise distribute a Product in such a manner that a person can
extract or access the Product as an electronic fi le, including posting a Product online in a downloadable format, posting
a Product on any electronic bulletin board or using a Product in electronic greeting cards. For clarity You may, in
accordance with the uses permitted under paragraph (a) of the Grant of License section above use a Product as part
of a web page design provided however that the resolution is no higher than 72 dpi and that it cannot be downloaded
separately or in a format that can be used by a visitor to the website.
OBLIGATIONS WITH LICENSE
You shall:
(a) retain the copyright notice of Veer and its licensors or content providers and Veers Product identifi cation code as
displayed on the Product and as included as part of the electronic fi le;
(b) use the Product in compliance with all applicable laws, including, but not limited to, laws and regulations relating to
copyright and moral rights;
(c) immediately provide to Veer the full particulars of any claim or threatened claim by a third party in respect of all or any
part of a Product; and
(d) provide a credit next to any Product used in an editorial manner as follows: Copyright Veer.
DISCLAIMER OF WARRANTY
Veer warrants that i) it has all necessary rights and authority to enter into and perform this Agreement;, ii) if applicable, the
DVD or other media that Veer provides to You, to be free from defects in material and workmanship for ninety (90) days from
the date of purchase. The exclusive remedy for a breach of the foregoing warranty is the replacement of the DVD or other
media. OTHERWISE, ALL PRODUCT AND MEDIA PROVIDED TO YOU BY VEER ARE PROVIDED AS IS WITHOUT ANY
WARRANTIES OR CONDITIONS OF ANY KIND. VEER MAKES NO REPRESENTATIONS WITH RESPECT TO ANY PRODUCT
OR MEDIA, AND, TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, DISCLAIMS ALL REPRESENTATIONS,
WARRANTIES, GUARANTEES AND CONDITIONS OF ANY KIND, EXPRESS AND IMPLIED, REGARDING THE PRODUCT
OR MEDIA, INCLUDING WITHOUT LIMITATION, ALL REPRESENTATIONS, WARRANTIES, GUARANTEES OR CONDITIONS
REGARDING NON-INFRINGEMENT OR OTHER NON-VIOLATION OF RIGHTS, SUITABILITY, QUALITY, MERCHANTABILITY
OR FITNESS FOR ANY PARTICULAR PURPOSE. VEER MAKES NO REPRESENTATIONS WITH RESPECT TO ANY PRODUCT
AND MAKES NO WARRANTIES WITH REGARD TO THE USE OF NAMES, TRADEMARKS, TRADE DRESS, REGISTERED,
UNREGISTERED OR COPYRIGHTED DESIGNS OR WORKS OF ART OR ARCHITECTURE DEPICTED IN ANY PRODUCT AND
VEER GIVES NO WARRANTY AS TO THE ACCURACY OR AUTHENTICITY OF THE PRODUCT OR ANY DESCRIPTION OF
THEM OR THE IDENTIFICATION OF PERSONS, OBJECTS OR SCENES APPEARING IN THEM AND SHALL NOT BE LIABLE
TO YOU FOR ANY OF THE FOREGOING, AND YOU MUST SATISFY YOURSELF THAT ALL THE NECESSARY RIGHTS OR
CONSENTS REGARDING ANY OF THE ABOVE, AS MAY BE REQUIRED FOR REPRODUCTION, HAVE BEEN OBTAINED. THE
REPRESENTATIONS AND WARRANTIES MADE BY VEER IN THIS AGREEEMENT APPLY ONLY TO THE LICENSED MATERIAL
AS DELIVERED BY VEER AND WILL BE INVALID IF THE LICENSED MATERIAL IS USED BY LICENSEE IN ANY MANNER NOT
SPECIFICALLY AUTHORIZED IN THE AGREEMENT OR IF LICENSEE IS OTHERWISE IN BREACH OF THIS AGREEMENT. Some
jurisdictions do not permit the exclusion of implied warranties, and so the foregoing may not apply to You.
LIMITATION OF LIABILITY
IN NO EVENT SHALL VEER BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE
DAMAGES FOR ANY BREACH OF ITS OBLIGATIONS OR WARRANTIES, EXPRESS OR IMPLIED RESULTING FROM THIS
AGREEMENT (INCLUDING LOSS OF PROFITS OR BUSINESS, LOST OPPORTUNITY OR LOSS OF BUSINESS REPUTATION),
EVEN IF VEER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. VEERS ENTIRE LIABILITY AND YOUR ENTIRE
REMEDY FOR ANY DAMAGES OR LOSS YOU MAY SUFFER FROM ANY CAUSE WHATSOEVER, WHETHER THE ACTION IS
BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE) SHALL BE LIMITED TO THE SALES VALUE OF THE PRODUCT. YOU
ACKNOWLEDGE THAT THE PRODUCT PRICING REFLECTS THIS ALLOCATION OF RISK AND THE LIMITATION OF LIABILITY
SPECIFIED IN THIS AGREEMENT.
TERM AND TERMINATION
The license granted herein is a perpetual license that will only terminate as set out below. This Agreement will terminate
automatically and without notice from Veer if You breach, or fail to perform or observe, any covenant, condition or provision of
this Agreement. Veer reserves the right at any time to terminate this Agreement for any reason whatsoever or to terminate this
Agreement in respect of a particular Product or Products, provided however, that Veer agrees to replace the particular Product
or Products, DVD or other media affected by such termination with a replacement Product or Products, DVD or other media.
Upon termination of this Agreement, or this Agreement in respect of a particular Product or Products, You agree to:
(a) cease all use of the Products (or the particular Product or Products) and any DVD or other media containing such
Products provided to You;
(b) return all DVD or other media provided to You containing the Products (or the particular Product or Products);
(c) destroy or delete all Products (or the particular Product or Products) stored on any premises, computer, hard drive,
digital media or other facilities or storage devices (electronic or physical), including all copies of the Products and DVD
or other media;
(d) ensure that your clients and customers:
(i) cease all use of the Products (or the particular Product or Products);
(ii) destroy, delete or return all Products, retained or stored on any premises, computer, hard drive, digital media or
other facilities or storage devices (electronic or physical), including all copies of the Products;
INDEMNITY
You hereby agree to indemnify, defend, save and hold Veer and its licensors and contributors and its resellers, harmless from and
against any liability, cost, fee, expense, loss, judgment, claim or damage claimed by any third party (including reasonable legal fees)
arising or resulting from any breach, violation of, or failure to fulfi ll, any representation, warranty, covenant or agreement made
herein by You or arising out of any use of a Product provided to You, including from:
(a) the use of a Product in breach of this Agreement;
(b) the use of a Product otherwise than in accordance with the rights granted to You herein;
(c) the use of a Product in such a manner that violates or infringes any right of another person, including the use of a
Product without appropriate model releases, consents or waivers of moral rights, as may be required or desirable or
necessary for such use; and
(d) the unauthorized use by any third party to which You may have supplied a Product provided by Veer.
ASSIGNMENT
You shall not assign this Agreement in whole or in part without Veers approval. Veer may assign this Agreement without your
approval.
DIGITAL FILE CONDITION
You are responsible for examining any digital fi le in respect of a Product before effecting reproduction. Accordingly, Veer and its
licensors or content providers are not responsible for any damage resulting from any defect or alleged defect in any digital fi le or
its caption or in any way from its reproduction.
GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of the Province of Alberta and the laws of
Canada applicable therein, without regard to the confl ict of law rules applicable therein, and shall be treated in all respects as an
Alberta contract. The parties to this Agreement hereby irrevocably and unconditionally attorn to the exclusive jurisdiction of the
courts of the Province of Alberta and all courts competent to hear appeals therefrom. The application of the United Nations
Convention on Contracts for the International Sale of Goods to this Agreement is expressly excluded and this Agreement will not
be governed by that Convention.
ENTIRE AGREEMENT
This Agreement supersedes all prior representations, arrangements, negotiations, understandings and agreements between the
parties, both written and oral, relating to the subject matter hereof and sets forth the entire, complete and exclusive agreement
and understanding between the parties hereto relating to the subject matter hereof; no party has relied on any representation,
arrangement, understanding or agreement (whether written or oral) not expressly set out or referred to in this Agreement. Any
descriptions of the Products and any written material used to facilitate or promote the Products are for the sole purposes of
identifi cation and are not to be construed as warranties.
AMENDMENT AND WAIVER
This Agreement may only be amended by written agreement. No waiver or consent by Veer of or to any breach or default of this
Agreement by You will be effective unless evidenced in writing. No waiver or consent effectively given as aforesaid will operate as
a waiver or consent of or to any other right or other or further breach or default in relation to the same or any other provision of
this Agreement.
SURVIVAL
Such provisions of this Agreement that, by their nature, would be expected to survive termination of this Agreement shall survive
any such termination.
BREACH
In the event of any breach of this agreement by You, You agree to be responsible for the reasonable legal fees of Veer and
its licensors and contributors in the event that Veer or its licensors or contributors are required to enforce their rights by
commencing an action under these provisions.
TRADEMARKS
All trademarks are the property of their respective owners.
