Permobil Image License Agreement

IMPORTANT NOTICE: PLEASE READ THE TERMS AND CONDITIONS OF THIS LICENSE CAREFULLY. BY DOWNLOADING IMAGES, PHOTOS OR OTHER CONTENT OR BY CLICKING THE “I AGREE” BUTTON, YOU AGREE TO AND ACCEPT ALL OF THESE TERMS AND CONDITIONS PERMOBIL RESERVES THE RIGHT TO UPDATE AND CHANGE THIS AGREEMENT.  YOU MAY FIND THE MOST RECENT VERSION OF THIS AGREEMENT ON THE PERMOBIL WEBSITE. PERMOBIL MAY CHANGE THIS AGREEMENT BY POSTING A NEW VERSION WITHOUT NOTICE TO YOU. USE OF THE WORKS AFTER SUCH CHANGE CONSTITUTES ACCEPTANCE OF SUCH CHANGES.  IF YOU ARE ENTERING INTO THIS LICENSE ON BEHALF OF A COMPANY, YOU ACKNOWLEDGE THAT YOU HAVE AUTHORITY TO BIND SUCH COMPANY.

1. License. Permobil, Inc. ("Permobil") grants to you (the “Licensee”) a limited, revocable, nonexclusive, nontransferable license to reproduce Permobil images (the "Works") from the Permobil image gallery located at [http://hub.permobil.com/permobil-media-request-page] (the "Gallery") through social media and to use images in contextually relevant ways. This license does not apply to Permobil images outside of the Gallery.  You may not grant sublicenses or any other rights in the Works to any third party. To the maximum extent permitted by law, you agree that you will not, and you will not assist or allow any third party to: (a) modify the Works, (b) remove any copyright or trademark notice, (c) represent that Permobil endorses any product of service of you or any third party; or (d) use any trademark of Permobil except exactly as included within the Work.  You acknowledge and agrees that Permobil is and will continue to be the sole and exclusive owner of all copyright rights in the Works. Permobil expressly reserves all right, title and interest and copyrights in the Works. You will affix to each copy of the Works the following copyright notice: “Copyright © 2017 Permobil.”   You will immediately notify Permobil if you become aware of any actual or potential third party infringement of the copyrights in the Works.  You will immediately remove and delete any copy you make of the Works upon the request of Permobil.
2. Termination. This License will terminate immediately without notice from Permobil if you fail to comply with any of the terms or conditions of this License. Upon termination, you must immediately cease all use of the Works.
3. Disclaimer of Warranty. The Works are provided "AS IS" and without warranty of any kind. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAWS, PERMOBIL EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY AND NON INFRINGEMENT.
4. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAWS, UNDER NO CIRCUMSTANCE WILL PERMOBIL, ITS AFFILIATES OR THEIR DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS, BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION AND THE LIKE) ARISING OUT OF THE USE OR INABILITY TO USE THE DOWNLOADED SOFTWARE, EVEN IF PERMOBIL OR ITS AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
5. You agree to indemnify, defend and hold harmless Permobil from and against any and all damages, costs, liabilities, fees, awards and expenses arising from any third party claim related to your use of the Works, including any defamatory, libelous or slanderous use.
6. General. This License will be governed by and construed under the laws of the State of Tennessee without reference to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts in Wilson County, Tennessee. If, for any reason, a court of competent jurisdiction finds any provision of this License, or portion thereof, to be unenforceable, that provision of the License will be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this License will continue in full force and effect. No waiver of any condition or covenant of this Agreement by either party shall be deemed to imply or constitute a further waiver by such party of the same or any other condition or covenant. This Agreement shall be binding upon and shall inure to the benefit of the parties, their successors, and permitted assigns. The rights granted in this Agreement are personal to Licensee and may not be transferred, assigned or sublicensed, in whole or in part, without the prior written consent of Permobil.  Any purported transfer, assignment or sublicense without the prior written consent of Permobil shall be a material default under this Agreement and shall be ineffective to convey any rights or interests under this Agreement.  This Agreement constitutes the entire agreement between you and Permobil.