2. Restrictions: unless allowed for via a written agreement: You are prohibited from modifying, combining, manipulating, adapting or creating any derivative use of the image unless agreed to in writing. You obtain no rights to any image by such adaptive uses. You may not copy, distribute or allow the image to be distributed via a network or bulletin board or be used by anyone other than the authorized user. You may not use the image in any electronic template or application, or web based application used in creating multiple impressions of a printed or electronic product, including, but not limited to electronic greeting cards, templates, web designs, business cards or other printed or electronic matter. You may not sublicense, lease, or rent any Laughing Stock image. You may not archive, republish or transmit any Laughing Stock images on any database. The licensee assumes full liability for misuse of any images and for that of their employees, agents, assigns, freelance or contract staff.
3. Copyright: All artwork supplied by Laughing Stock, or artwork appearing in the Laughing Stock catalog, on the website or Laughing Stock CD-ROM, is protected under US Copyright Law and the terms of the Berne Convention. Images may not be used in any way without the express written permission and payment of a specified fee to Laughing Stock. User or recipient shall provide copyright protection of any image that is used. It is required that credit be given, and must read: © Artist's Name/Laughing Stock.
4. Limit of Liability: In certain cases, the artist was not able to furnish Laughing Stock with prior-use information. In these circumstances, or any other circumstances, neither Laughing Stock nor the artist shall be held liable for any claims arising out of the use of any of these images. In any event, the limit of liability of Laughing Stock shall be no more than the sum paid by the user for the particular image involved.
5. Indemnity: Client will indemnify and hold Laughing Stock and any of their artists harmless against any and all liability, claims and expenses, including reasonable legal fees, arising from its use of Laughing Stock's work. In any event, the limit of liability of Laughing Stock shall be the sum paid to it per invoice for the use of the particular illustration involved. Client assumes all responsibility for the safe prepaid return of all images from time of receipt until time of return to Laughing Stock, and assumes full liability for its employees, agents, assigns, printers, messengers, shippers, and freelancers. For documentation purposes, proof of delivery should be made. Unused images must be returned immediately. Client will be billed for lost, damaged or unreturned materials. Zip disks, $50. each. Slides, $100 each Artists' originals, minimum $2000.
6. Miscellaneous: Client shall provide Laughing Stock with 3 free copies of the printed or digital piece each of the artist's work within 30 days of date of publication, or identify the URL for web published work.
7. Invoices: Invoices are payable upon receipt. Client shall pay all applicable sales and use taxes. 2% per month is payable on any balances unpaid after 30 days. No license is granted until paymet in full is received.
8. Unauthorized Use: Should you or your assigns use the image(s) in any way other than that agreed to in our terms of delivery, we agree that we may forego our right to sue for copyright infringement, and you agree to pay a retroactive license for liquidated damages equal to 10 times the standard billable charges we would have charged for the authorized use. If you fail to pay our invoice within 2 weeks of receipt, this provision shall be void and we will then have the right to sue for copyright infringement / and or breach of contract for which we will seek all damages and remedies available including attorney‚s fees and attendant costs.
9. Objections: Objections to above terms must be made in writing within 10 days. Any use of the images listed above without written license will be considered willful infringement of copyright. Use of the material represents client's agreement to be bound by all the forgoing terms and conditions. Holding materials constitutes acceptance of the above terms.
10. Disputes or Claims: With the exception of copyright claims, any and all disputes arising from or in connection this agreement including, without limitation, the validity, interpretation, performance and breach hereof shall be submitted to and governed by the American Arbitration Association in the state of Massachusetts. Judgement upon the reward rendered may be entered in the highest court of the forum having jurisdiction. The user agrees that copyright claims shall be brought in the Federal Court in the jurisdiction of the state of Massachusetts. Any user expressly agrees that any dispute regarding this contract be adjucated within the US as described herein. If Laughing Stock is caused to present claims or suit resulting from the breach of any terms set forth above, the user will reimburse Laughing Stock for such reasonable legal fees or costs to persue such claims. This contract contains all terms of the agreement between Laughing Stock and the user and no terms may be added or deleted unless agreed to in writing by both parties. No terms in the client‚s purchase order shall supercede the terms of this agreement.