This Insignia Render Portal Images License Agreement (the "Agreement") is between you and Insignia Group, LC ("Insignia"), and upon your purchase and download of any "Images" offered through this service, you agree to the following terms and conditions of use:
Definitions:
No Complimentary or "Comp" Usages: The Images are not offered for the purposes of complimentary use or that of use for non-public demonstration purposes. This includes Watermarked Images. All non-watermarked Images are offered only for license and may be used only in accordance with the terms of this Agreement.
No Exclusivity: This Agreement does not give you exclusive rights to use the Images. Insignia reserves the right to use the Images for its own purposes, and to sell and distribute the Images to other users and clients without any limitations whatsoever.
License: Upon your purchase and download of any Images, whether a single Image or multiple Images, Insignia hereby grants you a worldwide, non-exclusive, non-assignable, non-transferable, perpetual License to use the Images, subject to the terms and conditions of this Agreement.
Restrictions: Simultaneous with the granting of the License, you hereby accept and agree to the following restrictions regarding your Use of the Images:
1. You have no rights to resell, sub-license, transfer, or assign to any Third-party the Images separate from your Works.
2. You may not recompile Insignia's catalog of Images and offer the same or virtually the same services as the Render Portal, regardless of whether the services are online or any other means of a catalog.
3. You may not use the Images to create an automotive or motorized vehicle accessory visualization application, whether offered via the Internet, through mobile applications or any other form as a singular Work.
4. You may not use the Images in a pornographic, defamatory or other unlawful manner, to promote violence or hatred, or in violation of any applicable regulations (including for sports content, any restrictions or credentials issued by a sports league or governing body) or industry codes.
5. You may not use the Images (in whole or in part) as the distinctive or distinguishing feature of a trademark, design mark, tradename, business name, service mark, or logo. Additionally, you shall not be entitled to register (in any jurisdiction) such Work (in whole or in part) as a trademark or rely on any such registrations, prior use, and/or accrued goodwill to prevent any Third-party use of the Image or any similar Image.
6. You may not claim any ownership of, rights of use, other than what is expressed in this Agreement; or copyrights of the Images. Further, Insignia does not convey, assign or otherwise provide any other rights of use or authorization of use of copyrights, trademarks and trade names of vehicle manufacturers.
7. You may not use the licensed Images, in whole or in part, to train, develop, test, or improve any artificial intelligence, machine learning, or similar technologies or systems. This includes but is not limited to using the images as training data, input, or in any other capacity for the development or enhancement of AI models, algorithms, or applications. Any such use is strictly prohibited and constitutes a material breach of this Agreement.
8. You may not use any automated system, software, or process to access, monitor, copy, or interact with our website or to purchase the Services without our express written permission. You agree that you will not attempt to circumvent any technological measures we have implemented to restrict automated access or data collection, and that you will not share, sell, or distribute any data obtained from our website for the purpose of AI training or bot development.
We reserve the right to monitor for such activities and to take appropriate action, including but not limited to restricting or terminating your access to our website, pursuing legal remedies, or seeking damages.
Ownership and Copyrights: Insignia reserves and retains all rights, ownership and copyright of the Images. This does not include any copyright, trademark, or trade name of any vehicle manufacturer.
Attribution and Copyright Notice. You shall have the right, but not the obligation, to provide Insignia with the following source attribution for each Image (including any applicable copyright or trademark notice) in connection with any publication of such Image provided, however, that you shall have no obligation to provide such attribution where, in your reasonable judgment, space does not permit such attribution or such attribution would be commercially disadvantageous, physically impractical, or contrary to custom or applicable law:
Attribution: "(c) [YEAR] INSIGNIA GROUP, LC."
Indemnification: You agree to defend, indemnify and hold harmless Insignia, its officers, directors and employees from all damages, liabilities and expenses (including reasonable legal costs including attorney fees) arising from any and all claims by any third party of infringement, misappropriation or misuse by you in connection with your use of the Images licensed from Insignia, whether intentional or otherwise.
Disclaimers: Insignia does not grant any right or make any warranty with regard to the use of the Images.
No Other Warranties. Except as provided in this this Agreement, the Images are provided "as is," without representation, warranty or condition of any kind, either express or implied, including, but not limited to, implied representations, warranties or conditions of merchantability, or fitness for a particular purpose. Insignia does not represent or warrant that the Images will meet your specific needs or requirements, or that use of the Insignia website will be uninterrupted or error free.
General Provisions.
Assignment. This Agreement is personal to you and is not assignable by you without Insignia's prior written consent. Insignia may assign this Agreement, without notice or consent, to any corporate affiliate or to any successor in interest, provided that such entity agrees to be bound by these terms.
Audit. Upon reasonable notice, you agree to provide to Insignia sample copies of projects or end uses that contain licensed Images, including by providing Insignia with free of charge access to any pay-walled or otherwise restricted access website or platform where Images are reproduced. In addition, upon reasonable notice, Insignia may, at its discretion, either through its own employees or through a third party, audit your records directly related to this Agreement and your use of licensed Images in order to verify compliance with the terms of this Agreement.
Governing Law/Arbitration. This Agreement will be governed by the laws of the State of South Carolina, U.S.A., without reference to its laws relating to conflicts of law. Any disputes arising from or related to this Agreement shall be finally settled by binding, confidential arbitration by a single arbitrator selected using the rules and procedures for arbitrator selection under i) if you are in North America: the JAMS' Expedited Procedures in its Comprehensive Arbitration Rules and Procedures ("JAMS"); or ii) if you are outside of North America: the International Centre for Dispute Resolution ("ICDR") or JAMS (the applicable rules to be at Insignia's discretion), in effect on the date of the commencement of arbitration to be held in Rock Hill, South Carolina. The arbitration proceedings shall be conducted in English and all documentation shall be presented and filed in English. The decision of the arbitrator shall be final and binding on the parties, and judgment may be entered on the arbitration award and enforced by any court of competent jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not govern this Agreement. The prevailing party shall be entitled to recover its reasonable legal costs, including attorney fees relating to that aspect of its claim or defense on which it prevails, and any opposing costs awards shall be offset. Notwithstanding the foregoing, Insignia shall have the right to commence and prosecute any legal or equitable action or proceeding before any court of competent jurisdiction to obtain injunctive or other relief against you in the event that, in the opinion of Insignia, such action is necessary or desirable to protect Insignia's intellectual property rights.
Severability. If one or more of the provisions in this Agreement is found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions should not be affected. Such provisions should be revised only to the extent necessary to make them enforceable.
Waiver. No action of either party, other than express written waiver, may be construed as a waiver of any provision of this Agreement. Entire Agreement. No terms of conditions of this Agreement may be added or deleted unless made in writing and accepted in writing by both parties, or issued electronically by Insignia and accepted by you. In the event of any inconsistency between the terms of this Agreement and the terms contained on any purchase order sent by you, the terms of this Agreement will apply.
Notice. All notices required to be sent to Insignia under this Agreement should be sent via email to CustomerCare@InsigniaGroup.com. All notices to you will be sent via email to the email set out in your account.
Taxes. You agree to pay and be responsible for any and all sales taxes, use taxes, value added taxes, withholding taxes, and duties imposed by any jurisdiction as a result of the License granted to you, or of your use of the Images.