TERMS AND CONDITIONS
Use of this Web Site signifies your agreement to these Terms of Use. If you do not agree to them, please do not use this Web Site.


NOTICE TO USER

By using this web site (Site), the User (You) agree to be bound by these Terms of Use (Agreement). Broadway Art Enterprises™, LLC (BAE) reserves the right to change this Agreement from time to time at its sole discretion. Your use of the Site will be subject to the most current version of this Agreement posted on the Site at the time of said use.


OWNERSHIP OF THE SITE

The Site is owned and operated by BAE. All elements of the Site, including text, images, graphics, trademark, trade dress and the selection and arrangement thereof are protected as a collective work and/or compilation, pursuant to U.S. copyright and trademark laws, international conventions, and other international laws relating to intellectual property and copyright. © Broadway Art Enterprises, LLC, 2002. ALL RIGHTS RESERVED. BAE and its licensors own all intellectual property rights in the artwork (Images) and other intellectual property on the Site. Any use of materials on this or any other web site owned, operated, licensed or controlled by BAE, other than for personal viewing use on one personal home computer (including uploading, posting, transmission, reproduction, distribution, modification or republication in any medium in any way) without the prior written permission of BAE and/or its licensors as may be required, is strictly prohibited. Portions of the Site may be licensed from other entities that retain their intellectual property rights therein; the same prohibitions apply to licensed material as well.

You may not use any printed Image purchased on this Site for other than personal use without a written invoice from BAE setting forth the terms of Your license to use said Image, and compliance with the terms of such license. Click here for License Agreement.

Use of a licensed Image beyond the terms of the limited license agreement is prohibited unless an additional license is first obtained from BAE.

Creation of a derivative work from any Image is strictly prohibited unless permitted under the terms of a license agreement between You and BAE.

Without BAE's prior written consent, You may not archive, republish or transmit any Image licensed from BAE.

You may not copy or publish any Image on the Site to a network or bulletin board, or in any other way distribute or allow any of the Images to be distributed to or used by anyone other than the authorized users, without prior written consent from BAE. You may not sub-license, re-license, rent or lease any Images. You may not ship, transfer or export any of the Images into any country or use any Images in any manner prohibited by any export laws, restrictions or regulations.


TRADEMARKS

Broadway Art Enterprises™ , all text and icons, and all page headers and custom graphics on the Site or owned, managed or operated by BAE, and constitute service marks, trademarks, and/or trade dress, product names and company names of BAE or its licensors or business partners. Any and all unlicensed use of these properties without permission of the respective owner is strictly prohibited.


INDEMNITY

You agree to indemnify and hold BAE and its licensors harmless from and against any and all claims, liabilities, damages, costs and expenses, including reasonable attorney's and other fees, arising from the use of an Image or any breach of this Agreement.


NO WARRANTY

REPRODUCTION PRINTS PURCHASED FROM THE SITE, AND DIGITAL FILES OR TRANSPARENCIES LICENSED FROM BAE, ARE PROVIDED AS IS. BAE MAKES NO REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, OR QUALITY OF IMAGE. BAE MAKES NO REPRESENTATION OR WARRANTIES AS TO THE ACCURACY OF CONTENT, COMPLETENESS OR CURRENT STATUS OF THE SITE AND INFORMATION RESIDING THEREON, OR THAT THE USE OF THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE. THE USE OF THE SITE IS AT YOUR OWN RISK. Price and availability information is subject to change without notice.


LIMITATION OF LIABILITY

UNDER NO CIRCUMSTANCES WILL BAE OR ITS LICENSORS, DIRECTORS, EMPLOYEES OR OTHER REPRESENTATIVES BE LIABLE FOR ANY DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SITE. THIS IS A COMPREHENSIVE LIMITATION OF LIABILITY THAT APPLIES TO ALL DAMAGES OF ANY KIND WHATSOEVER, INCLUDING, WITHOUT LIMITATION, ANY DIRECT, INCIDENTAL, CONSEQUENTIAL, INDIRECT OR PUNITIVE DAMAGES, LOSS OF DATA, INCOME OR PROFIT, LOSS OF OR DAMAGE TO PROPERTY AND CLAIMS OF THIRD PARTIES THAT MAY ARISE AS A RESULT OF THE USE OF THIS SITE OR FROM YOUR ACCESS OR USE OF THE IMAGES ON THIS SITE. IN ANY EVENT, THE LIMIT OF LIABILITY OF THE COPYRIGHT OWNER(S) SHALL BE THE FEE PAID FOR THE REPRODUCTION PRINT OF THE IMAGE OR FOR THE LICENSING OF THE IMAGE, TO BAE.


PROTECTION OF IMAGES

Licensed Images may not be used in any way until an invoice indicating Your right to use the image is paid in full. Unless otherwise specifically stated in writing, intellectual property rights in and to all Images remain the property of BAE and it licensors. When an Image is licensed by You, use is granted for the United States only, unless otherwise specified in writing. You do not acquire any right, title or interest in or to any intellectual property rights in an Image, and will not make, authorize, or permit any use of a digital file or transparency made therefrom other than as specified herein or as set forth in a written agreement. Full credit and copyright information must remain on a digital file made from an Image at all times. All rights not specifically granted to You herein are reserved to BAE, without any limitations whatsoever.


RETROACTIVE LICENSE

As it is difficult to determine damages resulting from unauthorized usage, in the event that You utilize an Image other than for the usage indicated on a BAE invoice, BAE agrees to forego its right to file suit against You for copyright infringement and You agree to pay, as liquidated damages, a retroactive license up to ten (10) times the price that BAE would otherwise have charged for such use within ten (10) days of BAE's billing such fee. If You fail to make such timely payment, this liquidated damages provision shall be void and BAE shall have the right to sue for copyright infringement and/or breach of contract. In the event of such lawsuit, BAE shall seek all damages and remedies available, including but not limited to attorney's fees, expert fees, and all other associated costs.


RETENTION OF DIGITAL FILES

Digital files may be retained for sixty (60) days or until the date indicated on the invoice. Unless this period is extended by written agreement, You must delete the Image or Images from all electronic and other media and destroy any other copy of the Image(s), except as licensed under the Agreement. BAE's copyright information and image identification number must be preserved in association with the digital files while You retain said files.


CREDIT

Images used editorially must bear a credit line as indicated by BAE.


MISCELLANEOUS

This Agreement shall be interpreted under and governed by the laws of the State of New York without regard to its conflicts of law principles. If You are an agent for or employee of a non-United States company but do business in or operate in a place of business in the United States or its territories, You expressly agree to the jurisdiction of the courts of New York State, in New York County, in the manner set forth herein.

For Copyright claims, You consent to the exclusive jurisdiction of the courts of the United States of America located in New York County. If BAE is caused to present claims or suit as a result of any breach of the terms set forth above, its claims against You will include its attorney's fees, legal fees, expert fees, and any other associated costs.

This Agreement may not be assigned or transferred by You. It may be assigned or transferred by BAE at its discretion.

This Agreement contains all the terms of the agreement between You and BAE, concerning use or reproduction prints, as well as of transmission, delivery and review of Images, and no terms or conditions may be added to or deleted therefrom, and no changes made thereto, unless by a writing signed by both parties. These Terms of Use and any terms of any subsequent invoice supersede any and all terms of any Purchase Order provided by You. Any subsequent invoice issued to You may contain additional terms relating to the rights granted and the type of usage allowed.

Payment of any and all invoices by You shall be due to BAE upon Your receipt of BAE's invoice. A service charge of two (2%) percent per month on any unpaid balance will be charged thereafter. Any claims for adjustment or rejection of terms must be made in wrirint to BAE within ten (10) days after Your receipt of an invoice. In the event that any Image(s) are used by You in publications, You will provide BAE with one (1) free copy of such publication immediately upon printing thereof.
© 2002 Broadway Art Enterprises LLC. All rights reserved.
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