End User License Agreement
THIS IS A LEGAL AGREEMENT BETWEEN YOU, YOUR COMPANY, YOUR EMPLOYER AND/OR YOUR CLIENT, AND BIZ INFOGRAPH. THIS LICENSE AGREEMENT APPLIES, WITHOUT LIMITATION, TO THE WEBSITE CURRENTLY LOCATED AT EXECUTIVEKNOWLEDGE.COM, ANY INTERNATIONAL OR OTHER VERSIONS OF THE FOREGOING, AND/OR ANY CONTENT DELIVERED VIA ANY STORAGE MEDIA.
PLEASE READ THE FOLLOWING TERMS AND CONDITIONS. YOUR ACCEPTANCE OF THESE TERMS IS AN ABSOLUTE CONDITION TO YOUR ACCESS TO AND USE OF ANY CONTENT. DOWNLOADING AND/OR USING ANY CONTENT FROM BIZ INFOGRAPH CONFIRMS YOUR ACCEPTANCE OF THESE TERMS AND FORMS A LEGAL CONTRACT BETWEEN YOU AND BIZ INFOGRAPH. BIZ INFOGRAPH RESERVES THE RIGHT TO CHANGE ANY OF THE TERMS OF THIS AGREEMENT AT ANY TIME, AND YOU AGREE TO BE BOUND BY SUCH CHANGES. IF YOU DO NOT AGREE TO THE FOLLOWING TERMS, AS MAY BE AMENDED, DO NOT DOWNLOAD OR USE ANY CONTENT.
1.LICENSE
A. Definitions:
"Content" shall mean dashboard, animations, templates clipart, footage, graphics, music, sounds, and text regardless of whether the Content is obtained via download from the www.EXECUTIVEKNOWLEDGE.com website, delivered via any Storage Media, or obtained from a BIZ INFOGRAPH’ authorized distributor, together with all accompanying material.
"Excessive" shall mean greater than an acceptable data usage, pertaining specifically to downloads and pageviews. This amount may change based on subscriber base and numbers, at the discretion of BIZ INFOGRAPH.
"Storage Media" shall mean CD-ROM, digital video disc (DVD), floppy disk, or any other storage device or media now known, or hereafter created.
"User" shall mean the individual, legal entity or agent entering into this license agreement or any employee or contractor of such individual, legal entity or agent that accesses the Content. All Users shall only use the Content in accordance with the terms of this Agreement.
"You" shall mean a single:
(i) individual,
(ii) legal entity (corporation, partnership, LLC, sole proprietorship, etc.), or
(iii) agent acting on behalf of a single individual or entity.
B. Copyright:
The Content is copyrighted and protected under the various laws of the United States, International treaties and other applicable laws. The Content shall remain the sole and exclusive property of BIZ INFOGRAPH, or its licensors. Use of the Content is licensed, not sold, pursuant to the terms of this License Agreement. Use of the Content without agreeing to this License Agreement, or a breach of these License Agreement terms, is copyright infringement.
C. Grant:
BIZ INFOGRAPH grants you a non-exclusive and non-transferable license to use the Content only as provided in this License Agreement.
D. Number of Users (defined above):
YOU ARE GRANTED A ONE (1) USER SEAT LICENSE. ONLY ONE USER MAY ACCESS THE BIZ INFOGRAPH.COM WEB SITE. YOU MAY NOT DESIGNATE ONE (1) USER TO ACCESS THE SUBSCRIPTION WEB SITE IF MORE THAN ONE (1) USER WILL USE THE CONTENT.
E. Standard License Terms
You are granted a perpetual, non-exclusive, non-transferable license to use the Content for the Permitted Uses. Unless given explicit written permission by BIZ INFOGRAPH, you are not allowed to use the Content except for that which is specifically listed below.
F. Permitted Uses Subject to the restrictions described under Prohibited Uses below, the following are considered “Permitted Uses” of Content:
I. advertising and promotional projects, including printed materials, product packaging, presentations, film and video presentations, commercials, catalogues, brochures, promotional greeting cards and promotional postcards (i.e. not for resale or license);
II. prints, posters (physical document/print) and other reproductions for personal use or promotional purposes specified in (I) above, but not for resale, license or other distribution;
III. business, professional, personal or educational presentations which may be viewed by a public audience, e-Learning environment or internal network, which can be distributed and/or sold to the audience provided that credit is given to BIZ INFOGRAPH for the creation of the Content which was used, so long as the purpose of the redistribution or sale is not the purpose of gaining access to the Content specifically;
IV. entertainment applications, such as books and book covers, e-books, magazines, newspapers, editorials, newsletters, posters and video, broadcast and theatrical presentations provided that credit is given to BIZ INFOGRAPH for the creation of the Content which was used;
V. on–line or electronic publications, including web pages and both personal and professional blogs provided that credit is given to BIZ INFOGRAPH for the creation of the Content which was used and so long as the Content is not being resold or redistributed (contact BIZ INFOGRAPH for specific examples);
VI. Modify or create derivative works from the Content, provided that such works are not intended to be re-sold;
VII. Use the Content for a corporate or business identity or logo. Note: You cannot trademark or otherwise register a business identity or logo that uses the Content as you cannot establish your own rights to the Content.
VIII. any other uses approved in writing by BIZ INFOGRAPH. To request written permission for a specific use of Content, please contact BIZ INFOGRAPH directly via the contact link on BIZ INFOGRAPH.com.
G. Prohibited Uses: You may NOT:
I. sublicense, distribute, sell, transfer or assign the Content or rights to the Content.
II. use or display the Content on websites or other venues designed to induce or involving the sale, license or other distribution of “on demand” products, including postcards, mugs, t-shirts, posters and other items
III. incorporate the Content in any product that results in a re-distribution or re-use of the Content (such as electronic greeting card web sites, web templates and the like) or is otherwise made available in a manner such that a person can extract or access or reproduce the Content as an electronic file;
IV. use the Content in design template applications intended for resale, whether on-line or not, including, without limitation, website templates, Flash templates, business card templates, electronic greeting card templates, and brochure design templates;
V. use the Content in any posters (printed on paper, canvas or any other media) or other items for resale, license or other distribution for profit;
VI. Copy or reproduce the Content, except as specifically provided for.
VII. Remove any copyright, trademark or watermark from any place where it appears on the Content.
(Note: Watermarks are not visible on content for subscribers.)
VIII. Use the Content, or any part of the Content, as part of a trademark, service mark, or registered logo. BIZ INFOGRAPH or its licensors retain the full rights to the Content, and therefore you cannot establish your own rights.
IX. Use the Content in any way that could be considered defamatory, pornographic, libelous, immoral, obscene or fraudulent, or illegal, either by making physical changes to it, in the juxtaposition to accompanying text or images, or otherwise.
X. Use the Content to compete with BIZ INFOGRAPH.
XI. Download excessive amounts of content, or view excessive number of pages, causing other subscribers to experience slower than usual download speeds.
H. Additional Terms
(I) BIZ INFOGRAPH reserves the right to (i) not permit access to or use of any Content for any reason whatsoever; and (ii) notify you that certain Content is no longer available for use. Upon such notification, the license to use such Content shall automatically and immediately terminate.
(II) All other rights not expressly granted to you are reserved solely for BIZ INFOGRAPH.
(III) BIZ INFOGRAPH reserves the right to replace Content with an alternative Content for any reason. Upon notice of such replacement, the license for the replaced Content immediately, and automatically, terminates for any use of the Content that does not already exist, and this License Agreement shall automatically apply to any replacement Content.
(IV) BIZ INFOGRAPH reserves the right to cancel an account / terminate a License Agreement due to excessive downloads and/or pageviews. This includes, but is not limited to the use of auto-download programs and/or "bots", allowing others to access an account to continue downloading in place of the original subscriber, downloading content as a "library" or attempting to download the library in its entirety.
2. TERMINATION
A. This License Agreement is effective until it is terminated.
(I) This License Agreement will terminate automatically, without notice from BIZ INFOGRAPH, if you fail to comply with any provision of this License Agreement.
(II) You can terminate this Agreement by destroying the Content, any CD-ROM or accompanying materials (if applicable), and ceasing all use of the Content for any purpose.
(III)An active BIZ INFOGRAPH subscription is not required to keep this License Agreement effective. You may continue to use the Content under this License Agreement if your account should expire. You will not be permitted to access additional Content if your account should expire.
B. BIZ INFOGRAPH may, in its sole discretion:
(i) monitor, as frequently as BIZ INFOGRAPH determines, anything you access or download from our Web sites,
(ii) limit access or downloads to a fixed amount of downloads per 24 hour period so as to insure the best possible service to all subscribers to our Web sites,
(iii) track any abuse of your username and password,
(iv) suspend or terminate your account, without notice, if BIZ INFOGRAPH believes there is a violation of this Agreement, the website terms, and/or any abuse of your username and password.
3. WARRANTY AND LIMITATION OF LIABILITY
A. BIZ INFOGRAPH represent and warrants that:
(I) it has the right to enter into this Agreement and to grant the rights hereunder;
(II) the Content or other Storage Media (if applicable) will be free from defects in materials and workmanship under normal use for a period of 30 days from the date of license; and
(III) the Content as provided hereunder, and used as permitted herein, will not infringe any copyright, trademark, moral right, right of privacy or any other intellectual property right of any third party.
B. EXCEPT AS PROVIDED ABOVE, THE CONTENT, STORAGE MEDIA AND ACCOMPANYING MATERIALS (IF APPLICABLE)ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. BIZ INFOGRAPH GRANTS NO RIGHTS OR WARRANTIES WITH RESPECT TO THE USE OF NAMES, TRADEMARKS, LOGO TYPES, COPYRIGHTED DESIGNS OR WORKS OF ART OR ARCHITECTURE DEPICTED IN ANY IMAGE, AND THE USER MUST SATISFY ITSELF THAT ALL NECESSARY RIGHTS, CONSENTS, OR PERMISSIONS AS MAY BE REQUIRED ARE OBTAINED. BIZ INFOGRAPH DOES NOT WARRANT THAT THE CONTENT, WEB SITES OR OTHER MATERIALS, WILL MEET YOUR REQUIREMENTS OR THAT USE WILL BE UNINTERRUPTED OR ERROR FREE. THE ENTIRE RISK AS TO THE QUALITY, PERFORMANCE AND USE OF THECONTENT IS SOLELY WITH YOU. BIZ INFOGRAPH SHALL NOT BE LIABLE TO YOU OR TO ANY OTHER ENTITY FOR ANY GENERAL, PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES, OR LOST PROFITS OR ANY OTHER DAMAGES, COSTS OR LOSSES ARISING OUT OF YOUR USE OF THE CONTENT, BIZ INFOGRAPH’ BREACH OF THIS AGREEMENT OR OTHERWISE, EVEN IF BIZ INFOGRAPH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES. IN NO EVENT, SHALL BIZ INFOGRAPH’ TOTAL AGGREGATE LIABILITY TO YOU, OR TO ANY THIRD PARTY CLAIMING THROUGH YOU, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE CONTENT (WHETHER IN CONTRACT, TORT OR OTHERWISE) EXCEED THE MONETARY AMOUNT ACTUALLY RECEIVED BY BIZ INFOGRAPH FOR YOUR USE OF THE APPLICABLE CONTENT.
C. You represent, warrant and covenant that:
(I) You are at least eighteen years of age and have the full right and authority to enter into this License on behalf of you and/or your company, employer or principal;
(II) You do not reside in any country to which export of US products are prohibited or restricted and you may not ship, transfer or export any of the Content into any country or use any of the Content in any manner prohibited by any laws, restrictions or regulations;
(III) You will not use the Content in any way that is not permitted by this License;
(IV) Your use of the Content will not violate any applicable law or regulation of any country, state, or other governmental entity;
(V) The information that you provide to BIZ INFOGRAPH is accurate and true, including, without limitation, all credit card or other payment information and you shall update such information as necessary;
(VI) You are solely responsible for determining whether your use of any Content requires the consent of any other party or the license of any additional rights. If you are unsure whether additional rights are needed for your use of the Content, you are responsible for consulting with competent legal counsel; and
(VII) If you are acting as an agent, you must inform your client/principal of the terms of this License.
(VIII) You will hold all passwords for any subscription in the strictest of confidence. You may not share or disclose any password to any other user or third party other than as specifically provided for herein. If you breach any provision of this section, we shall be entitled to
(i) terminate this Agreement immediately and
(ii) seek any legal or equitable remedies.
4. INDEMNIFICATION
You agree to indemnify and hold BIZ INFOGRAPH, its affiliates, parents, subsidiaries, employees, directors, officers, successors, assigns, distributors and anyone else associated with BIZ INFOGRAPH, harmless from, and against, any and all claims, liabilities, costs, damages, or expenses, (including attorneys' fees) asserted against BIZ INFOGRAPH arising out of your use of the Content or in connection with any breach of any of the terms of this Agreement. Provided that the Content are used only in accordance with this Agreement and you are not otherwise in breach of this Agreement, BIZ INFOGRAPH shall defend, indemnify and hold you harmless from all damages (excluding punitive damages), liabilities and expenses (including reasonable attorney's fees and authorized costs), arising out of or in connection with any actual or threatened lawsuit, legal proceeding or claim alleging that BIZ INFOGRAPH is in breach of its warranties set out in Section 3 above. The foregoing states BIZ INFOGRAPH' entire indemnification obligation under this Agreement and your sole and exclusive remedy for any actual breach of BIZ INFOGRAPH' representations and warranties set forth herein. BIZ INFOGRAPH shall have no obligation under this Section 5 unless you promptly provide BIZ INFOGRAPH with written notice of such claim. At the indemnifying party's option, the indemnifying party may assume the handling, settlement or defense of any claim or litigation and the indemnified party shall reasonably cooperate in the defense thereof. The indemnified party shall have the right to participate in the litigation, at its own expense, through counsel selected by the indemnified party. The indemnifying party will not be liable for legal fees or other costs incurred prior to the indemnified party giving notice of the claim for which indemnity is sought.
5.GENERAL
A. Enforceability:
If any provision of this Agreement is held to be not enforceable, such provision shall be reformed only to the extent to make it enforceable, consistent with the parties' intent.
B. Taxes and other:
You agree to pay and be solely responsible for any and all sales taxes, use taxes, value added taxes and duties imposed by any jurisdiction as a result of the license granted to you, or your use of the Content, pursuant to this Agreement.
C. Waiver. No action of BIZ INFOGRAPH, other than an express written, signed waiver may be construed as a waiver of any part of this Agreement, and no employee of BIZ INFOGRAPH is authorized to make an oral waiver. In the event that BIZ INFOGRAPH waives a specific part of the Agreement, it does not mean that BIZ INFOGRAPH waives any other part.
6. JURISDICTION
This Agreement, its validity and effect, shall be solely interpreted, and governed by, the laws of Bangladesh.
8. LEGAL FEES
You agree to reimburse BIZ INFOGRAPH for its legal fees, costs and disbursements if BIZ INFOGRAPH is successful in enforcing any of its rights under this Agreement including, without limitation, in connection with any action to collect payment.
9. ASSIGNABILITY
You may not assign or transfer to anyone else the rights granted to you in this Agreement, without our prior written consent. BIZ INFOGRAPH may assign or transfer this Agreement freely.
10.ENTIRE CONTRACT
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT,AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND BIZ INFOGRAPH, WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEENYOU AND BIZ INFOGRAPHRELATING TO THE SUBJECT OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY PURCHASE ORDER TERMS (EVEN IF SUCH TERMS ARE SUBSEQUENT TO THE DATE OF THIS AGREEMENT). FAQ'S, OTHER EXPLANATIONS, AND TEXT IN BIZ INFOGRAPH’ WEB SITES ARE FOR YOUR INFORMATION ONLY AND ARE NOT, AND SHALL NOT BE CONSTRUED AS, PART OF THIS AGREEMENT UNLESS SPECIFIED OTHERWISE IN THIS AGREEMENT.
February 2020
