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Standard Licence Agreement

Optamatic End User License Agreement

Last Updated August 6, 2014

This Optamatic End User License Agreement (“Agreement”) governs the terms by which Users download and sublicense images, footage, designs and other media content (“Content”) from Optamatic, a division of Roelof Foppen Photography Activities (herein after referred to as “Optamatic”), via a Optamatic website, mobile or tablet application (together, the “Site”). By obtaining, downloading, using or paying for any Content from Optamatic, you agree to be bound by and comply with all of the terms of this Agreement. If you do not agree with any of the applicable terms, do not obtain or use any Content from Optamatic.

This Agreement also incorporates by reference the website usage terms located at www.optamatic.com/standard-license-agreement (“Site Usage Agreement”) and the information provided in your account registration. You acknowledge that you have read, understand and accept the Site Usage Agreement. In the event of a conflict between this Agreement and the Site Usage Agreement, the order of preference will be (i) this Agreement and then (ii) the Site Usage Agreement.

This Agreement is a lengthy document – please read it carefully and be sure you understand it fully. By downloading any Content from the Site, you represent and warrant that you are 18 years of age or older, are lawfully able to enter into and perform a legally binding contract, and agree to be bound by the terms and conditions in this Agreement. Please print a copy of this Agreement and retain it for your records.

1. Parties: This Agreement is a binding legal agreement between Optamatic and any registered User of the Site who desires to download and use Content. Optamatic sublicenses content owned by third parties (“Contributors”) via the Site. In uploading Content, Contributors authorize Optamatic to grant licenses to use their Content to Users, in accordance with the terms and conditions of this Agreement.For purposes of this Agreement, “you” or “User” means either: (a) the individual listed as the registrant of the Optamatic User Account through which the Agreement and the license(s) granted hereunder are entered (“Registrant”), or (b) if Registrant is entering into this Agreement and the license(s) granted hereunder are for the benefit of, and/or as an agent on behalf of, Registrant’s employer (“Employer”) or a third party client (“Principal”) then such Employer or Principal. If Registrant is entering into this Agreement and the licenses hereunder for the benefit of, and/or as an agent on behalf of Employer or Principal, then Registrant must indicate the Employer or Principal, respectively, within the order placed and Registrant: (a) represents and warrants that such Principal or Employer has authorized Registrant to enter into this Agreement, that the licenses granted hereunder are on that Principal’s or Employer’s behalf, that such Principal or Employer has agreed to be bound hereby and that Registrant has actual and express authority to act on behalf of and bind such Principal or Employer to the terms of this Agreement, and that the information provided by Registrant concerning the Principal or Employer is accurate and may be relied on by Optamatic; (b) the Content (and any use thereof) is solely for the benefit of the Employer or Principal and that Registrant will not use the Content or (any use thereof) for the benefit of any other person or entity without entering into a separate license with Optamatic, and (c) Registrant will comply with the terms of this Agreement and will be jointly and severally liable for any breach of the terms of this Agreement by a Principal.

2. License Grant: Subject to the terms of this Agreement, Optamatic grants the User a non-exclusive, non-transferable, perpetual sublicense to use the Content in accordance with the selected sublicense option(s) as each option is described below (and as identified in the particular order associated with the Content and sublicense option you select). Please note that not all sublicensing options listed below may be available to all Users or for all Content. This sublicense is conditioned upon (a) your compliance with all provisions of this Agreement, and (b) receipt of your payment in full of the license fee and any other charges associated with the particular Content and sublicense option(s) selected by you, which fees and charges will be displayed in your order prior to payment (and in your receipt). You will be asked to confirm these terms prior to concluding the transaction. The sublicense and your right to use the Content will immediately terminate upon your failure to comply with any provision of this Agreement, the Site Usage Agreement or failure to make full payment when due, in which case Optamatic will be entitled to pursue all other remedies by law, including in the event of an infringement of copyrights, the remedies available under copyright and other laws. All charges for use of Content, including sublicense fees, will be billed automatically without prior notification in accordance with the payment method(s) defined by you and associated with your Optamatic User Account. If the Content is copied or published on a third party social media platform or website, (i) the rights granted herein shall automatically be revoked in the event that the platform or website seeks to exploit purported rights to the Content commercially, contrary to the terms of this Agreement and for its own benefit, and (ii) nothing in this Agreement shall be deemed to grant to any such social media platform or website, or to any third party users of such social media platform or website, a right to use, copy, distribute or sublicense such Content, or any part thereof, on a stand-alone basis commercially within or outside such social media platform or website, notwithstanding any terms or conditions set forth on any such social media platform or website to the contrary.

  • (a) Option 1: Basic License: Under the Basic License, the User is granted the following rights:

o     (i) Single User: The User (and only the User) may download and copy into electronic storage the Content onto permitted Associated Devices, and operated by a single person at a time, who, in the case of an individual User, is the individual User, or, if the User is a legal entity, a single person employed by the User. Under this Basic License option, network or server-based use of Content by User from multiple terminals (other than on permitted Associated Devices) or by multiple persons, or as an agent on behalf of a Principal, is prohibited. For clarity, if the Registrant is ordering Content on behalf of an Employer for use by more than one employee, or as an agent on behalf of a Principal, the Registrant must obtain, at a minimum, a Multi User License under (b) below and the Employer or Principal is deemed to be the licensee and User under this Agreement, and Optamatic may enable you to identify a Principal as licensee in an order.As used herein, “Associated Devices” permitted under this Agreement means up to five (5) different computer or handheld devices controlled by the User, such as PCs, laptops, mobile or tablet devices, enabling the authorized download of Optamatic Content from the Site and which are associated with only one (1) Optamatic User Account at a time.

o     (ii) Permitted Uses under the Basic License: Subject to the restrictions of this Agreement and the Site Usage Agreement (and any other agreements or policies incorporated therein by reference) as well as the restrictions described under Prohibited Uses in subsection (iii) below, the User may reproduce, publicly display, make certain works derived from, and distribute the Content for the Permitted Uses set forth below, and may distribute such works, subject to the following limits:

  • (1) hard copy advertising and promotional projects, including printed materials, product packaging, presentations, advertising and promotional purpose film and video presentations, commercials, catalogues, brochures, promotional greeting cards and promotional postcards (“Advertising Projects”) (up to 500,000 copies), but not for resale or license;
  • (2) hard-copy printed publications such as books and book covers, magazines, newspapers, editorials, newsletters(“Publications”) (up to 500,000 copies) and including the resale of these Publications;
  • (3) theatrical performances (“Performances”), including video, webcast and broadcast, (unlimited copies), and including the resale of these Performances;
  • (4) online, electronic, and mobile Publications, including web pages or e-books, and Advertising Projects (unlimited online display size and copies); and
  • (5) hard copy prints, posters and other reproductions (“Reproductions”) for personal use, but not for resale, license or other distribution (up to 500,000 copies).

For clarity, under the Basic License the User may transfer a copy of Content to a third party service provider, such as a printer or manufacturer, for the limited purpose of producing or manufacturing goods consisting of Advertising Projects, Publications, or Reproductions, as well as to permit an online third party service provider to host online or electronic versions of the Content solely as incorporated into Advertising Projects, Publications and Performances. Any such use by third parties will remain subject to this Agreement, and the User is responsible for any breaches of this Agreement by any such third party.

o     (iii) Prohibited Uses under the Basic License: Unless you purchase additional license options, you may not do anything with the Content that is not expressly permitted in the preceding subsection (ii). For greater certainty, “Prohibited Uses” under the Basic License include those additional uses identified in subsections (b), (c), or (d) below, for which an additional license fee must be paid.

  • (b) Option 2: Multi User License: Under the Multi User License, the User is granted the rights available under the Basic License, in addition to and as amended by the following rights and uses:

o     (i) Seat Restrictions: The User, and persons employed by or acting as agents under the direction and control of User, may access, download and copy the Content into permanent electronic storage onto an unlimited number of Associated Devices or computer network file servers.

o     (ii) Corporate Affiliates: Those permitted under (b)(i), above, also includes those persons employed by or acting as agents under the direction and control of a wholly-owned subsidiary of User.

  • (c) Option 3. Unlimited Reproduction License: Under the Unlimited Reproduction License, the User is granted the rights available under the Basic License, in addition to and as amended by the following rights and uses:

o     (i) Permitted Uses: Subject to the restrictions of this Agreement and the Site Usage Agreement (and any other agreements or policies incorporated therein by reference), User may reproduce, publicly display, make certain works derived from, and distribute the Content for the Permitted Uses set forth below may distribute such works, subject to the following limits:

  • (1) Unlimited hard copies of Advertising Projects; and
  • (2) Unlimited hard copies of Publications.
  • (d) Option 4: Product For Resale License: Under the Product For Resale License, the User is granted the rights available under the Basic License, in addition to and as amended by the following rights and uses:

o     (i) Non-Paper Products: The following products/merchandise bearing or incorporating licensed Content: mugs, T-shirts and other apparel items, mouse pads, games, toys, entertainment goods, framed artwork, or packing for the same, up to 10,000 impressions, for resale or other distribution for profit.

o     (ii) Paper Products: The following products/merchandise bearing or incorporating licensed Content in “hard copy” media: posters, calendars, cards, stationery items, stickers, up to 100,000 impressions, for resale or other distribution for profit.

o     (iii) Electronic Products and Apps: Items in downloadable, electronic or digital format intended for multiple distribution (unlimited copies): screensavers, web site templates, presentation templates, wallpapers, galleries, software products and applications (apps), e-greetings, and Content used on or in apps in connection with mobile devices, including but not limited to mobile phones and tablets, for resale or that are otherwise monetized for profit through fees for download, subscription, advertising or otherwise.

o     (iv) Electronic “On Demand” Resale: use the Content in design template applications intended for resale, whether online or not, including, without limitation, website templates, Flash templates, business card templates, electronic greeting card templates, and brochure design templates; up to 100,000 copies.

o     (v) Physical “On Demand” Resale: use or display the Content on websites or other venues designed to induce or involving the sale or other distribution of “on demand” products, including postcards, mugs, t-shirts, posters, and other items (this includes custom designed websites, as well as sites such as www.cafepress.com); up to 10,000 Non-Paper and 100,000 Paper Product copies.

  • (e) Option 5: Extended Customer Protection: Under the Extended Customer Protection License, the User is granted the rights available under the Basic License, in addition to and as amended by the following rights and uses:

o     (i) Limitation of Liability. The references to “TEN THOUSAND ($10,000) US DOLLARS” in Section 14 (Limitation of Liability) of this Agreement shall be deleted in their entirety and replaced with “TWO HUNDRED AND FIFTY THOUSAND ($250,000.00) DOLLARS”.

3. Prior Claims: Notwithstanding the User’s obtaining an Extended Customer Protection License, Optamatic’s limitation of liability shall not extend beyond $10,000 for any actual or threatened claim that the User had knowledge of or should have had knowledge of prior to the date Optamatic granted the User the Extended Customer Protection License.

4. Date of Effectiveness, usage prior to effectiveness:Notwithstanding the User’s obtaining an Extended Customer Protection License, Optamatic’s limitation of liability shall not extend beyond $10,000 for damages/costs or other indemnification obligations for any liability incurred by the User or attributable to usage by the User prior to the date Optamatic granted the User the Extended Customer Protection License.

5. Prohibited Uses: You may not do anything with the Content that is not expressly permitted in the licensing option(s) you purchase. The following are prohibited under ALL license options, and you may never:

  • (a) sublicense, re-sell, transfer or assign to any third party any rights in the Content itself apart from the end use in which the Content is incorporated;
  • (b) use Content in any product, merchandise or service that is intended to permit the Content to be accessed, extracted or used apart from the product, merchandise or service in which the Content is incorporated;
  • (c) use any of the Content in an unlawful manner or in a manner that infringes upon any third party’s trademark, copyright or other intellectual property, or violates any person’s right of privacy or publicity;
  • (d) use any of the Content as part of a trade-mark, design-mark, trade-name, business name, service mark, or logo;
  • (e) use the Content in a fashion that (i) is considered by Optamatic in its sole but reasonable discretion, or under applicable law, may be considered pornographic, obscene, immoral, infringing, defamatory or libelous in nature, or that would be reasonably likely to bring any person or property reflected in the Content into disrepute; or (ii) depicts such person in a potentially sensitive subject matter, including, but not limited to mental and physical health issues, social issues, sexual or implied sexual activity or preferences, substance abuse, crime, physical or mental abuse or ailments, or any other subject matter that would be reasonably likely to be offensive or unflattering to any person reflected in the Content, unless you include a statement that indicates that the person(s) depicted is a model and is being used for illustrative purposes only;
  • (f) use or display any Content that features a model or person in a manner that would lead a reasonable person to think that such person uses or personally endorses any business, product, service, cause, association or other endeavor;
  • (g) to the extent that source code is contained within the Content, reverse engineer, decompile, or disassemble any part of such source code; or
  • (h) remove any notice of copyright, trade-mark or other proprietary right from any place where it is on or embedded in the Content.

6. Additional Software Required: Content may be downloaded in alternate formats. You may select the format from those available when you select the Content. However, to view and use Content in formats other than the formats provided by Optamatic may require additional software, which you must obtain from the manufacturer of the software, subject to additional terms and payment as required by the manufacturer. This software is not included in the price for the Content.

7. Payment: Each time you license Content you agree (a) to pay all fees and charges associated with your order and that (b) all such fees and charges and additional amounts (including taxes and late fees, as applicable) will be charged to a credit card or other payment method you have selected from your Account Information, which you supplied when you created your Optamatic User Account. If you want to use a different credit card or method of payment, you must update your credit card information. Without limitation, you are responsible for reporting and payment of any taxes applicable to your license and use of Content.

8. Cancellations/Refunds: For Content costing equal to or less than 20 Optamatic credits (or the display cash price for content costing equal to or less than 20 Optamatic credits in your local currency), all orders are final and no cancellations are permitted. For Content with ID numbers beginning with DVP, DVI, PDP, PDI, SBP, SBI, PFP, RTP, BXP, CMP, AYP07, orders may be cancelled within seven (7) calendar days from the date of the order for a full refund. For all other Content, orders may be cancelled within thirty (30) calendar days from the date of the order for a full refund. You may not cancel an order more than thirty (30) calendar days from the date of the order. If your original purchase method was via credit card, the refund amount will be credited to your credit card. If your original purchase method was via Optamatic Credits, your refunded credits will be reinstated to your account. If your original purchase method was by invoice, the refunded amount will be credited to your invoice amount. For any cancellations, you must also pay all service charges, production fees, processing and handling fees and shipping fees (if any). All licenses applicable to the cancellation shall immediate terminate upon cancellation. All cancellations are final.

9. Subscriptions: Where you order and license Content under a subscription plan (a “Subscription”), the terms of this Section 9 also apply. Subscriptions last for consecutive calendar days, beginning on the date of your order and ending at 11:59pm Pacific Time at the end of the Subscription term (e.g., 30 or 365 day Subscriptions). Content downloaded under a Subscription is subject to the Basic License option only (as set forth above). To obtain additional rights you must separately purchase a different license option for the particular Content. Under a Subscription, you may download a pre-determined number of items of Content each day during the applicable Subscription term, as indicated in your order. Content downloaded under a Subscription may be stored in a digital library, network configuration or similar arrangement to allow such Content to be viewed by a User’s employees and clients. Content downloaded under a Subscription must be incorporated into an end use within six (6) months of the termination or expiration of the applicable Subscription term (the “Incorporation Period”), and you may not “stockpile” or otherwise store Content downloaded under a Subscription that has not been so used after the end of the Incorporation Period. If you do not use the Content from a Subscription within the Incorporation Period, your license to such Content shall terminate effective upon the end of the Incorporation Period and you will not receive any refunds or credits. Subscriptions may be cancelled for a full refund only within thirty (30) calendar days from the effective date of such Subscription and only if you have not downloaded any Content under the applicable Subscription. For the avoidance of doubt, if any Content was downloaded, no Subscription cancellations are permitted regardless of whether such downloaded Content was used.

10. Ownership and Intellectual Property: As between you and Roelof Foppen, Roelof Foppen and its licensors and Contributors retain all right, title, and interest in and to Content, including all copyrights, patent rights, trademarks, trade secrets, and all other proprietary rights. No rights in any Content are granted except the licenses specified in this Agreement. Any right, title or interest arising in any compilation or derivative work created using the Content will not entitle you to use any Content except as permitted hereunder. You do not acquire any copyright ownership or equivalent rights in or to any Content as a result of any license under this Agreement.

11. Representations and Warranties: Subject to the restrictions and limitations contained in this Agreement, including the limitations set forth in Sections 12 and 16 below, Optamatic represents and warrants that the Content, when used as authorized under this Agreement (a) will not infringe the rights of the copyright holder of the Content, and (b) with regard to any featured individual or property in the Content, will not violate any such individual’s right of publicity or privacy or any individual’s tangible property rights.

12. Disclaimer of Warranty: OTHER THAN AS EXPRESSLY PROVIDED IN SECTION 11 ABOVE, THE CONTENT IS MADE AVAILABLE “AS IS” AND WITHOUT WARRANTY OF ANY KIND AND YOU ASSUME THE ENTIRE RISK AS TO USE OF THE CONTENT. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 11 ABOVE,TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, OPTAMATIC AND ITS CONTRIBUTORS HEREBY DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT, WITH RESPECT TO THE CONTENT. OPTAMATIC DOES NOT REPRESENT OR WARRANT THAT THE CONTENT WILL MEET YOUR REQUIREMENTS OR THAT ITS USE OF CONTENT AND THE SITE WILL BE UNINTERRUPTED OR ERROR FREE. THE ENTIRE RISK AS TO THE QUALITY OF CONTENT AND THE PERFORMANCE OF THE SITE IS WITH YOU. SHOULD THE QUALITY OF SUCH CONTENT BE DEFECTIVE YOU (AND NOT OPTAMATIC NOR ITS AFFILIATES, EMPLOYEES, SUBSIDIARIES OR AGENTS NOR THE CONTRIBUTORS (“OPTAMATIC PARTIES”)) ASSUME THE ENTIRE RISK AND COST OF ALL CORRECTIONS. NOTWITHSTANDING ANY OTHER TERM HEREIN, OPTAMATIC MAKES NO WARRANTIES, NOR SHALL OPTAMATIC BE LIABLE, FOR ANY CLAIMS RELATED TO OR ARISING FROM YOUR USE OF CONTENT WHICH: (I) HAS BEEN MODIFIED BY YOU, (II) HAS BEEN COMBINED BY YOU WITH OTHER CONTENT, PRODUCTS, TEXT, CONTENT OR MATERIALS OR (III) VIOLATES SECTION 5 (PROHIBITED USES).

13. Indemnification by Optamatic: Provided that the Content is used only in accordance with the terms of this Agreement, and provided that you are not in breach of this Agreement or any other agreement with Optamatic, then, as your sole and exclusive remedy of Optamatic’s breach of the warranties set forth in Section 11 above, Optamatic agrees to indemnify you against all claims, liability, damages (except punitive damages), costs and expenses, including reasonable legal fees and expenses, awarded against you arising out of or related to Optamatic’s breach of the warranties to you as provided under Section 11 above and subject to the limitation of liability set forth in Section 14 below. Notwithstanding the preceding, Optamatic shall have no obligation under this Section 13 unless you provide Optamatic with written notice within ten (10) days of your receipt of any claim subject to indemnity. Optamatic shall not be liable for legal fees or other costs incurred prior to receiving notice of the claim. Optamatic shall have the right, but not the obligation, to assume the handling, settlement or defense of any claim or litigation to which this indemnification applies.

The foregoing states Optamatic’s entire indemnification obligation under this Agreement.

Upon notice from Optamatic, or upon your knowledge that any Content is subject to a threatened, potential or actual claim for which Optamatic may be liable, you must immediately and at your own expense (a) stop using the Content and any Permitted Uses of the Content; (b) delete or remove the Content and any Permitted Uses of the Content from your premises, computer systems and storage (electronic or physical); and (c) ensure that your clients, partners and any entity to whom you’ve provided Content or Permitted Uses do likewise. Optamatic shall provide you with replacement Content (which shall be determined by Optamatic in its reasonable commercial judgment) free of charge, but subject to the other terms and conditions of this Agreement.

14. Limitation of Liability: EXCEPT FOR ANY LIABILITY WHICH CANNOT BY LAW BE EXCLUDED OR LIMITED, THE OPTAMATIC PARTIES WILL NOT BE LIABLE TO YOU OR ANY OTHER THIRD PARTY CLAIMING THROUGH YOU FOR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, STATUTORY OR CONSEQUENTIAL DAMAGES ARISING OUT OF, OR RELATING TO THIS AGREEMENT AND/OR YOUR USE OR INABILITY TO USE THE CONTENT, WHETHER FRAMED AS A BREACH OF WARRANTY OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE, IN TORT, CONTRACT, OR OTHERWISE. IN NO EVENT WILL THE OPTAMATIC PARTIES’ TOTAL MAXIMUM AGGREGATE LIABILITY TO YOU OR ANY THIRD PARTY CLAIMING THROUGH YOU ARISING FROM THIS AGREEMENT OR THE USE OF ANY CONTENT LICENSED HEREUNDER, EXCEED TEN THOUSAND DOLLARS ($10,000.00) REGARDLESS OF THE NUMBER OR TYPE OF CLAIMS AND REGARDLESS OF THE NUMBER OF TIMES THAT YOU LICENSE THE SAME CONTENT FROM OPTAMATIC. THE FOREGOING EXCLUSIONS AND LIMITATIONS ARE APPLICABLE NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE.

CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, THE LIABILITY OF THE OPTAMATIC PARTIES WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW.

15. Releases and Clearances: Subject matter depicted in the Content may also be subject to copyrights, trademarks, rights of publicity, moral rights, property rights or other rights belonging to another party. Except for the warranties made in Section 11, the rights Optamatic grants to you do not include a license to, and Optamatic makes no representations or warranties that it owns or licenses any rights related to or in any persons, places, property (real, personal or intellectual) or subject matter depicted in any Content, and 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. You are solely responsible for obtaining any and all such releases and clearances as may be required. You are responsible for consulting with your own legal counsel to determine whether additional rights are needed for the intended end use. You may not rely on any statements made by any Optamatic employee or representative other than those made in the Agreement.

16. Unauthorized Uses: Unauthorized use of Content constitutes infringement of copyright and other applicable rights and will entitle Contributor to exercise all rights and remedies under applicable copyright and other laws, including monetary damages against all users and beneficiaries of the use of such Content.

17. Indemnification by You: You agree to indemnify, defend and hold the Optamatic Parties harmless against all claims (including, without limitation, claims by third parties), liability, damages (including punitive damages), judgments, settlements, costs and expenses, including reasonable legal fees and expenses, arising out of or related to (a) your breach of any terms, conditions or restrictions of this Agreement, (b) your use of or modification to any Content, or your combination of any Content with any text or other content, (c) your failure to obtain from third parties all permissions necessary to use the Content except for releases for models and real property, (d) any act or failure to act by you or anyone acting at your direction or under your control or supervision.

18. Credit Line and Copyright Notice: If the Content licensed is used for editorial purposes you agree to include a copyright notice and credit adjacent to each Content (in the format: “© Contributor’s name/Optamatic” or as specified on the web page on which you viewed the Content) with each publicly distributed Content. You will not remove or alter any copyright notice, watermark, or other copyright management information from any Content without consent.

19. Termination: Optamatic may terminate your license to use the Content under this Agreement if you violate any of the terms of this Agreement or if your right to access the Site is terminated as provided in the Site Usage Agreement. Termination will be effective immediately upon written notice to you or as otherwise provided herein. Upon termination you will immediately discontinue all use of the Content. Optamatic also reserves the right to amend the license granted by this Agreement and replace the Content licensed for any reason. Upon receiving such notice from Optamatic, you agree to not use the replaced Content for any future works or future products and take all reasonable steps to discontinue use of the replaced Content in any products that already exist.

20. Electronic Signature: YOU ACKNOWLEDGE AND AGREE THAT EACH TIME YOU ORDER ANY CONTENT, SUBMIT ACCOUNT INFORMATION OR CONDUCT ANY OTHER TRANSACTION IN CONNECTION WITH THE SITE OR CONTENT, EACH SUCH TRANSACTION CONSTITUTES YOUR AGREEMENT AND INTENT TO BE BOUND BY THE TERMS OF THIS AGREEMENT AND THE SITE USAGE AGREEMENT.

21. Security: The Content may be protected from unauthorized access and use by digital rights management technology. You agree not to circumvent or attempt to circumvent any such technologies. The service used to access and download/purchase a license to the Content uses a security technology to protect your digital information and your use of the service is limited by the technology and the Site Usage Agreement, which is subject to change from time to time as provided in the Site Usage Agreement. Any violation or attempt to violate any security components of the service may result in civil or criminal liability.

22. Choice of Law / Jurisdiction/Attorneys’ Fees: Any dispute regarding this Agreement will be governed by the laws of the Netherlands, and the parties agree to accept the exclusive jurisdiction of the courts of the state and federal courts located in the Netherlands, regardless of conflicts of laws. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly disclaimed. The parties hereto confirm that it is their wish that this Agreement as well as any other documents relating hereto, including notices, has been and will be written in the English language and in the event of any conflict between the English language version of this Agreement and a version in any other language, the English language version shall prevail. In any dispute between any of the Optamatic Parties and you regarding this Agreement where any of the Optamatic Parties prevails, the applicable Optamatic Party will be entitled to recover its reasonable attorneys’ fees, legal expert fees, court costs, and other legal expenses.

23. Survival: Sections 1, 3-5, 9-19, and 21-22 of this Agreement will survive termination of the license granted hereunder.

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