Thank you for your interest in PhotoTidings Digital photo card templates and borders.

Prior to purchasing any PhotoTidings Digital template; you will be asked to agree to our 'Licensing Agreement'. We take the rights to our digital photo templates seriously and hope you do, too.

Alternative Licensing agreement Information-Contact PhotoTidings

CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS BEFORE USING ANY OF PHOTOTIDINGS' DIGITAL FILES OR MATERIALS.

IMPORTANT PHOTOTIDINGS MASK AND DIGITAL FILES LICENSE AGREEMENT---To the Bottom

USING THESE DIGITAL FILES OR MATERIALS INDICATES YOUR ACKNOWLEDGMENT THAT YOU HAVE READ THIS LICENSE, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. THE TERMS “USE” OR “USING” FOR THE PURPOSE OF THIS LICENSE AGREEMENT MEAN RUNNING, USING, COPING, INSTALLING, DOWNLOADING, ACCESSING, DISPLAYING OR OTHERWISE INTERACTING WITH THE DIGITAL FILES OR MATERIALS. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, CLICK “I DO NOT ACCEPT”. TO ACKNOWLEDGE ACCEPTANCE OF THE LICENSE AGREEMENT CLICK “I ACCEPT AND AGREE TO THE FOLLOWING TERMS AND CONDITIONS”. ONCE YOU HAVE USED THESE DIGITAL FILES OR MATERIALS, THEY MAY NOT BE RETURNED FOR A CREDIT OR REFUND.

1. GRANT OF LICENSE. PhotoTidings, Inc. (“Licensor”), hereby grants to you (“Licensee”), subject to the terms and conditions of this License, a perpetual, nonexclusive, nontransferable license in the digital graphic files contained in this package (the “Files”), the pre-exposed film, also known as lithos or masks, (the “Masks”) and in the digital graphic files and advertising panels specially marked and designated “PhotoTidings Marketing Tools” (the “Marketing Tools”). The Marketing Tools are provided to Licensee at no additional license fee.

(a) With respect to the Files, Licensee may: (i) Use the Files on a single computer. (ii) Make archival copies of the Files provided that all copies bear Licensor’s trademark and all other proprietary notices. (iii) Physically transfer the Files from one computer to another provided that the Files are used on only one computer at a time. (iv) Use the Files to produce images and related items, depicted on our Web site, provided all materials produced using the Files that contain graphic content larger than six (6) square inches bear Licensor’s trademark and other proprietary notices. (v) Display the Files on its Website or the internet, provided that all digital files posted on its Website or the internet are posted in a resolution format of 72 DPI or lower, posted no larger than the equivalent of 288 x 360 pixels or the Files’ actual output size (whichever is smaller) and, provided further, that Licensor’s trademark and other proprietary notices are identified on any Web or internet pages containing the Files as follows:
--(A) If the Files are displayed on the Web or internet page(s) as one united group of materials and no other third party materials are displayed on those Web or internet page(s), then Licensee shall display Licensor’s trademark and other proprietary notices at least once on each Web or internet page containing the Files; or
--(B) If the Files are displayed on the Web or internet page(s) with any other third party materials, Licensee shall display Licensor’s trademark and other proprietary notices on each individual image or item of the Files displayed on the Web or internet page(s).
(vi) Use the Files to produce images and related items for Promotional Purposes (defined in Section 1 (d) below), provided all materials produced using the Files bear Licensor’s trademark and other proprietary notices. A disclaimer notifying potential customer’s that no final products containing graphic content of six (6) square inches or smaller will bear any trademarks or proprietary notices, may be included in the advertising materials.

(b) With respect to the Masks, Licensee may: (i) Use the Masks on a single photographic laboratory. (ii) Physically transfer the Masks from one photographic laboratory to another photographic laboratory. (iii) Use Masks to produce images and related items. (iv) Use Masks to produce digital files through the means of either scanning the Masks or hard copy images produced from the Masks into a computer, provided all digital files produced in this manner shall be used FOR PROMOTIONAL PURPOSES ONLY (defined in Section 1(d) below). Further, all digital files produced in this manner shall be subject to 1(a) (i), (ii), (iii), (v), and (vi) of this Agreement that govern the use of the Files.

(c) The Marketing Tools consist only of those digital files marked “PhotoTidings Marketing Tools” and specifically do not include any other digital files, whether or not those files are contained on the same digital media as the Marketing Tools. All other digital files shall be subject to all of the terms and conditions of this Agreement that govern the use of the Files. With respect to the Marketing Tools, Licensee may: (i) Use the Marketing Tools on a single computer, one computer accessed by multiple work stations, or on multiple computers connected by a network.(ii) Make archival copies of the Marketing Tools provided that all copies bear Licensor’s trademark and all other proprietary notices. (iii) Physically or electronically transfer Marketing Tools from one computer to another, provided that the transferred copy bear Licensor’s trademark and all other proprietary notices. (iv) Display the Marketing Tools on its Website or the internet, provided that all digital files posted on its Website or the internet are posted in a resolution format of 72 DPI or lower. (v) Use the Marketing Tools to produce images and related items for Promotional Purposes, provided all materials produced using the Marketing Tools that contain graphic content of six (6) square inches or larger bear Licensor’s trademark and other proprietary notices.

(d) As used in this Agreement, the term “Promotional Purposes” shall mean all uses which promote the use and/or sale of the images and related items produced using the Files, Masks, or Marketing Tools, but specifically exclude any use which involves the sale of or directly produces revenue from the images and related items.

(e) LICENSEE SHALL NOT POST ANY OF LICENSOR’S DIGITAL FILES ON ITS WEBSITE OR THE INTERNET IN A RESOLUTION FORMAT HIGHER THAN 72 DPI AND POSTED NO LARGER THAN THE EQUIVALENT OF 288 x 360 PIXELS OR THE FILES’ ACTUAL OUTPUT SIZE (WHICHEVER IS SMALLER).

(f) LICENSEE SHALL NOT USE, COPY, MODIFY, OR TRANSFER THE FILES, MASKS, MARKETING TOOLS OR INSTRUCTIONS OR ANY COPIES EXCEPT AS EXPRESSLY PROVIDED IN THIS LICENSE.

2. COPYRIGHT. All intellectual property rights in the Files, Masks and Marketing Tools are owned by Licensor. Without limiting the generality of the preceding sentence, the Files, Masks, Marketing Tools and instructions are copyrighted and may not be copied except as specifically allowed by this License. All other copies of the Files, Masks or Marketing Tools and related instructions are in violation of this License. The copyright protection claim also includes all forms and matters of copyrightable material and information now allowed by statutory or common law or hereinafter granted.

3. PROTECTION DEVICE. Licensor may adopt from time to time mechanical or electronic methods that Licensor deems necessary to control unauthorized use or distribution of Licensor’s Files or Marketing Tools.

4. LIMITED WARRANTY.Licensor licenses the Files, Masks and Marketing Tools “AS IS.” The only warranty given in connection with this Agreement is that the digital media on which the enclosed Files and Marketing Tools are recorded or the film on which the Masks are exposed are free from defects in material and workmanship under normal use. The warranty covering the digital media and the film is made for thirty (30) days from the date of the original purchase. The original licensee must return the defective media or film, shipping prepaid, to Licensor. Licensor will replace any digital media or film that proves defective in materials or workmanship on an exchange basis without charge. If Licensor is unable to replace defective media or film within a reasonable time, Licensor will refund the fees paid for licensing the Files or Masks. Licensor does not warrant that the Files, Masks or Marketing Tools will meet your requirements or that the operation of the Files, Masks or Marketing Tools will be uninterrupted or error-free. The warranty does not cover any media or film that has been subjected to damage or abuse. Licensor is not responsible for problems caused by the interaction of Licensor's Files, Masks or Marketing Tools with user’s hardware, software or photographic laboratory. LICENSEE AGREES THAT THE FOREGOING LIMITED WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES OF LICENSOR AND LICENSOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY, OF FITNESS OR ADEQUACY FOR ANY PARTICULAR PURPOSE OR USE, OF QUALITY OR PRODUCTIVENESS, OR OF CAPACITY.

5. LIMITATION OF REMEDIES AND LIABILITY.NEITHER LICENSOR NOR ANYONE ELSE WHO HAS BEEN INVOLVED IN THE CREATION, PRODUCTION, OR DELIVERY OF THE FILES, THE MASKS, THE MARKETING TOOLS OR INSTRUCTIONS SHALL BE LIABLE TO YOU FOR ANY DAMAGES OF ANY TYPE, INCLUDING BUT NOT LIMITED TO ANY LOST PROFITS, LOST SAVINGS, LOSS OF ANTICIPATED BENEFITS, OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE SUCH FILES, MASKS OR MARKETING TOOLS, WHETHER ARISING OUT OF CONTRACT, NEGLIGENCE, STRICT TORT, OR UNDER ANY WARRANTY, OR OTHERWISE, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR FOR ANY OTHER CLAIM BY ANY OTHER PARTY. LICENSOR'S LIABILITY FOR DAMAGES IN NO EVENT SHALL EXCEED THE LICENSE FEE PAID FOR THE RIGHT TO USE THE FILES OR MASKS. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS AND SOME STATES DO NOT ALLOW THE EXCLUSIONS AND LIMITATIONS OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.

6. OWNERSHIP.Licensor is, and shall remain the sole and exclusive owner of the digital media, the Files, any copies of the Files, the Masks, any copies of the Masks, including digital copies, the Marketing Tools, any copies of the Marketing Tools, and the instructions. Licensor has all proprietary rights in the Files, the Masks, the Marketing Tools and instructions, including but not limited to all processes, ideas, and data supplied by Licensor to Licensee. Any backup and archival copies made by Licensee shall be the sole and exclusive property of Licensor.

7. TERMINATION OF LICENSE.Licensor may cancel, at its sole discretion, any License for violation of the terms of the License. In addition, Licensor may seek any legal or equitable remedy available against Licensee for any violation of the terms of the License.

8. ALLOCATION OF RISK.This license allocates the risk of product failure between Licensee and Licensor. Licensor program pricing reflects this allocation of risk in the Limited Warranty and in the Limitation of Remedies and Liability. Licensee and Licensor agree that the terms of this License allocate the risks associated with the use of the Files, the Masks, and Marketing Tools between Licensor and Licensee.

9. NO OTHER AGREEMENTS.The agents, employees, distributors, and dealers of Licensor are not authorized to modify this License nor to make statements, representations, or terms binding on Licensor. Accordingly, any statements, representations, or terms not made or given directly and expressly by Licensor, whether oral or written, are not binding on Licensor.

10. GENERAL.If any of the provisions or portions thereof of this License are invalid or unenforceable under any applicable statute or rule or law, they are to that extent to be deemed omitted.
It is agreed that the laws of the state of Oregon shall govern without reference to the place of execution or performance, and the parties agree to submit to the courts of the state of Oregon. No action for any breach of the above warranties may be commenced more than one year following the expiration date of the above warranties.

LICENSEE ACKNOWLEDGES THAT LICENSEE HAS READ THIS LICENSE, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS. LICENSEE ALSO AGREES THAT ITS USE OF THE FILES, THE MASKS, AND THE MARKETING TOOLS ACKNOWLEDGES THAT LICENSEE AGREES TO THE TERMS AND CONDITIONS OF THIS LICENSE. LICENSEE FURTHER AGREES THAT THE LICENSE IS A COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN LICENSEE AND LICENSOR AND THAT IT SUPERSEDES ALL PRIOR AND CONTEMPORANEOUS AGREEMENTS, NEGOTIATIONS, DISCUSSIONS, AND PROPOSALS, ORAL OR WRITTEN, AND ANY AND ALL OTHER COMMUNICATIONS RELATING TO THE SUBJECT MATTER OF THIS LICENSE.