Studio Pixel Royalty-Free End User License Agreement

This License Agreement ("Agreement") is between Studio Pixel and you, under which you
shall have a limited license to use the Content (defined below). This Agreement supersedes
any other agreement including any existing agreements on any Studio Pixel content. Studio
Pixel is willing to grant you the following limited license on the condition that you accept all
terms in this Agreement.

By ordering, installing, copying, downloading or otherwise using the Content, you
acknowledge and confirm that you have read this Agreement, understand it, agree to
be bound by all of its terms, and that you have the capacity to form a contract under
your local laws. If you do not agree to any of the terms in this Agreement, Studio Pixel
is unwilling to license the Content to you and you should not install, download, or
use the Content. In such event, you may not use or copy the Content. Full collections
of Content that are shipped, sealed and unopened may be returned within 30 days of
purchase for a refund of the purchase price (not shipping/handling costs). Subject
to the Warranty provision below, downloaded Content is not eligible for a refund or

In this Agreement, we use the term "you" and "your" to mean you as an individual or such
entity in whose behalf you act, if any. If you are entering this agreement on behalf of your
employer, the license granted and restrictions and limitations recited herein apply to your
employer as well as to you as a representative of your employer. Should you cease working
for your employer, your employer may continue to operate under this Agreement.

1. Definitions

"Content" is any image, animation, film, video or other audio/visual representation recorded
in any format obtained from or furnished, owned or controlled by Studio Pixel and is licensed
to you. All references in this Agreement to the Content include each individual item within the
Content as well as to the Content as a whole.

"Royalty Free" indicates that aside from the purchase price, no further fees or compensation
are due regardless of how many times the Content is used or how many projects it is used
for, provided that the Content may be used only by one single user in accordance with the
terms and conditions of this Agreement.

"Comps" indicates watermarked Content available free from Studio Pixel website, which is
provided for evaluation purposes only.

"User Work Product" means any end product or project that is created by or on behalf of you
that incorporates any Content in any form, whether in part or whole, or modified, altered,
enhanced, or incorporated with other material.

2. Grant Of License

Content: Studio Pixel grants you a limited, revocable, non-exclusive, non-sublicensable,
individual, non-transferable, Royalty Free, worldwide license to use, modify and publically
display the Content on any one computer you own or control, subject to the terms and
conditions in this Agreement. The Content may be incorporated into any derivative work
including, but not limited to, feature films promotional videos, programs, advertisements,
documentaries, podcasts, websites, event displays, or presentations, intended for theater,
cable, wireless or satellite broadcast, disk or web distribution or live performance, display or
print project.

Comps: Studio Pixel grants you the limited, revocable, non-exclusive right to use Comps
solely for your internal evaluation to determine whether the Content is suitable for a standard
end user license. You may not copy, distribute, publish, display, or use the Comps for any
other purpose than evaluation.

Single User License: The Content may be modified, used and accessed only on one
computer at any one time. You may not rent, lease, lend, sell or sublicense the Content to

another person, company or other entity. Your User Work Product must be for your own use,
or for the use of your employer, client or customer. Notwithstanding the foregoing, you may
publically display the Content and User Work Product. This is not a concurrent use license.
Please contact Studio Pixel for a multi-seat site license if you need to use the Content over a
network for multiple users, in which case an additional fee may be required.

3. Ownership

The Content is licensed, not sold, to you. All right, title and interest in the Content (including
any updates or revisions), and all intellectual property rights therein, is and shall remain the
exclusive property of Studio Pixel, its licensors and their successors and assigns. Other than
the limited license explicitly set forth in this Agreement, no interest in, or rights or licenses to
the Content are granted to you, and no interest in, or rights or licenses to the Content shall
inure in or accrue to you, whether by implication, estoppel or otherwise. Your rights to use the
Content are specified in this Agreement and Studio Pixel, its licensors and their successors
and assigns retain and reserve all rights not expressly granted to you. This Agreement does
not transfer to you any ownership interest of any kind in the Content or other intellectual
property rights in the Content.

4. Unauthorized Uses and Limitations

The Content, User Work Product and any other derivative work thereof may not, in whole
or in part, be used, sold, sublicensed, reproduced, distributed, displayed, incorporated into
or otherwise made available as templates, standalone backgrounds, screen-savers, stock
elements, effects imagery elements or downloadable files. You may not make the Content
available in any manner intended to allow a third party access or use of the Content as a
standalone element or file. You may not incorporate the Content into a logo, trademark or
service mark. The Content and any part or derivative work thereof may not, in whole or in
part, be included in any other clip media/stock product, library, collection, or set of clips
for distribution, rent, lease, loan, sublicense or resale. These restrictions apply even if the
Content has been significantly altered. Any attempt by you to transfer any of the rights, duties
or obligations hereunder is void.

If Content is used in a User Work Product or project that will provide monetary gain through
broadcast, distribution of disks, downloadable files or via any other media, including but not
limited to internet broadcast websites, the Content may not comprise more than 25% of the
length of the User Work Product, even if the Content is layered with other graphics, nor may
the primary value of User Work Product come from the Content. Additionally, you agree
to notify Studio Pixel in writing and take all steps possible to prevent any third party from
duplicating or distributing any of the Content included in your User Work Product. Special
licensing to obtain additional rights is available by contacting Studio Pixel, in which case an
additional fee may be required.

The Content may not under any circumstances be used in a way that would defame, malign,
slander, asperse, libel, or vilify the persons, property, countries, races, groups, organizations,
customs, cultures, religions, governments or military represented in the Content. You may
not use the Content in any pornographic, obscene, fraudulent, libelous, infringing or illegal
manner. These restrictions apply whether the Content is used as part of, or directly, indirectly
or in conjunction with other material or subject matter.

Any use of Content that is not expressly permitted by this Agreement is not allowed. Special
licensing to obtain additional rights is available by contacting Studio Pixel, in which case an
additional fee may be required. You may not use the Content in any way that violates this
Agreement, any law, or the rights of any third party.

5. Credit

You shall provide copyright attributions to Studio Pixel in the production, and on-screen
credits equal in all respects to any credit accorded to any other provider of comparable

6. Marketing and Promotion

Unless Studio Pixel receives written notification from you to the contrary, you hereby grant
Studio Pixel the right to display any User Work Product or other derivative works within your
possession or control that incorporates any Content, at tradeshows, in collateral, and/or via
electronic distribution for Studio Pixel marketing, educational, and promotional purposes as
examples of customer usage. At your request, Studio Pixel will identify you as the author of
such derivative work.

7. Releases and Clearances

Studio Pixel takes reasonable effort to list the Content releases and clearances on its clip
information pages. Please review the clip information page carefully so you fully understand
what rights you have and do not have in the Content. Except when specifically stated on
an Studio Pixel clip information page applicable to the licensed Content, the rights Studio
Pixel grants to you do not include a license to, and Studio Pixel makes no representations or
warranties that it owns or licenses any, rights related to or in any persons, places, property
(real, personal or of any other kind, including without limitation trademarks/logos, trade
dress, music rights, designs or works of art or architecture) or subject matter depicted
in any Content. All Content may be subject to copyrights, trademarks, rights of publicity,
moral rights, property rights or other rights belonging to another party and you are solely
responsible for using the Content at your own risk. 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, and you should not rely solely on the information provided by Studio
Pixel. You are solely responsible for obtaining any and all releases and clearances as may
be required, including without limitation (a) rights from any representative guild, union,
professional organization, or other authorized representative; and (b) if any music is included
in the Content, master use, synchronization and performance licenses from the copyright
proprietors of the applicable master recording(s) and composition(s) and such other persons,
firms or associations, societies or corporations as may own or control the performing rights
thereto. No employee or representative of Studio Pixel may make, and you shall not rely
upon, any representations or warranties other than those stated herein.

8. Your Representations

You represent and warrant that you have adequate legal capacity to enter into this
Agreement, that you will use the Content only for lawful purposes and that you will not violate
any term of this Agreement.

If you are purchasing the licensed material on behalf of an entity or other person, you
represent and warrant that you are authorized and have authority to act as an agent on behalf
such other entity or person. If such entity or person disputes your authority to do so, you will
be liable for such entity or person’s failure to comply with the terms of this Agreement.

9. Limitation on Liability

Studio Pixel is not liable for any special, indirect, consequential, punitive, or incidental
damages nor from damages (including, without limitation, damages for loss of profits,
business interruption, loss of goodwill or data, work stoppage, computer failure or
malfunction, loss of business information, or any other pecuniary loss or commercial
damages) arising out of the use of or inability to use the Content, whether based in contract,
tort (including without limitation, negligence) or otherwise, even if it has been warned
of the possibility of such damages. Studio Pixel total liability and your exclusive remedy
shall be limited to the amount you paid for the particular content under this agreement.
Some jurisdictions do not allow the exclusion or limitation of incidental, consequential or
special damages, so this exclusion and limitation may not apply to you. Studio Pixel is not
responsible for any liability arising out of User Work Product or content provided by you or a
third party that uses any part or derivative of the Content and/or any material linked through
such User Work Product and content. Studio Pixel shall not be liable for any damages or
losses arising out of your use or modification to the Content or the context in which the
Content is used in User Work Product.

10. Your Indemnification of Studio Pixel

You agree to indemnify, defend and hold harmless Studio Pixel, its officers, directors,
affiliates, agents, employees, contractors, subsidiaries, joint ventures, licensors (including
Content sources) and licensees from and against any and all claims, demands, losses,
liabilities, damages (including without limitation, punitive damages), penalties, judgments,
settlements, costs or expenses of any kind (including reasonable attorneys fees and
expenses at trial or on appeal), arising out of or related to (i) your actual or alleged breach
of any terms, conditions, representations or restrictions of this Agreement (including the
terms, conditions and restrictions identified on an Studio Pixel invoice and/or Studio Pixel
clip information pages, (ii) your use or modification of any Content, or combination of any
Content, with any text or other content (including use outside the scope of this Agreement),
(iii) your failure to obtain from third parties all permissions necessary to use the Content, (iv)
Content which Studio Pixel has otherwise notified you not to license or otherwise use prior to
the beginning of the term of the license for such Content; and (v) any act (including without
limitation, negligence or willful misconduct) or failure to act by you or any of your employees,
contractors, employers, agents, clients, principals, or users.

11. Terms and Termination

This Agreement shall be effective as of the earliest of the date you download, install or
use the Content and shall continue in effect until terminated. This agreement automatically
terminates if you fail to comply with the terms hereof or if you attempt to assign the
Agreement or transfer the Content to a third party except as expressly permitted in this
Agreement. Your rights under this Agreement shall immediately terminate upon your
cessation of business, insolvency, assignment of assets for the benefit of creditors,
bankruptcy or appointment of a trustee for all or a portion of your assets. Upon termination
of this Agreement for any reason, you must immediately stop all use of the Content, in any
form, and must destroy all copies of the Content that are in your possession or control.
All provisions of this Agreement, except for the "Grant of License" Section, survive the
termination of this Agreement. Any cause of action that Studio Pixel may have against you
shall survive termination.

12. Limited Warranty and Disclaimer

Studio Pixel warrants the Content to be free from defects in material and workmanship
(but not visual artifacts inherent in the Content) for thirty (30) days following delivery. Your
sole and exclusive remedy for a breach of this warranty is the replacement of the Content,
applicable media or a refund of the purchase price, at the option of Studio Pixel. Studio Pixel
makes no other warranties or representations with regard to the content.

The content and all other information we provide to you (including without limitation,
descriptions, captions and Studio Pixel clip information pages) is provided to you "as is" and
with no warranty whatsoever. Studio Pixel does not warrant that the content will meet any
specifications or standards of quality. Besides the limited warranty in the above paragraph,
Studio Pixel disclaims all other express warranties and all implied warranties, including any
implied warranty of title, non-infringement, non-interference, accuracy, merchantability or
fitness for a particular purpose. Studio Pixel further disclaims any warranties arising from
course of dealing, course of performance or trade usage. No oral or written information or
advice given by Studio Pixel, its employees, distributors, dealers or agents shall increase the
scope of the above warranties or create any new warranties. If any implied warranty may not
be disclaimed under applicable law, then such implied warranty is limited to 30 days from the
date you acquired the content.

Studio Pixel does not warrant that the Content will be error-free, or that the functions or
content included in the Content will meet your requirements. You expressly waive all rights
to make any claim whatsoever against Studio Pixel or its licensors for misrepresentation or
for breach of warranty of any kind relating to the Content. You bear the entire risk as to the
use, quality and performance of the Content. Some jurisdictions do not allow the exclusion or
limitation of implied warranties, so the above exclusions or limitations may not apply to you.

13. Severability

If any term or provision of this Agreement is determined by any court of competent jurisdiction
to be invalid or unenforceable, such provision shall be interpreted to the maximum extent to

which it is valid and enforceable, and the remaining provisions of this Agreement shall not be
affected and shall continue in full force and effect.

14. Applicable Law; Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of Athens,
Greece, without regard to its conflict of laws principles. The parties agree that any claim
asserted in any legal proceeding by one party against the other shall be commenced and
maintained exclusively in a federal court located within Attica, Athens, having subject matter
jurisdiction with respect to the dispute between the parties (except that a judgment by such
courts may be enforced by any court). Both parties hereby submit to the exclusive jurisdiction
of such courts over each of them personally in connection with such litigation, and waive any
objection to venue in such courts and any claim that such forum is an inconvenient forum.

15. Injunctive and Other Equitable Relief

You agree that the remedy at law for any breach or threatened breach of this Agreement by
you would, by its nature, be inadequate, and that in such case Studio Pixel will be entitled,
in addition to damages or any other type of relief, to a restraining order, temporary and
permanent injunctive relief, specific performance and other appropriate equitable relief,
without showing or providing that any monetary damage has been sustained.

16. Assignment

You may not assign or otherwise transfer this Agreement or any rights hereunder without
the prior written consent of Studio Pixel. A transfer of controlling interest in any entity shall
constitute an assignment. Studio Pixel is free to assign, transfer or delegate its rights in this

17. Entire Agreement

This is the entire agreement between the parties with regard to the subject matter hereof. It
supersedes all prior or contemporaneous agreements, understandings, or representations
with respect to the Content. This Agreement may not be modified or amended except in a
writing signed by both parties. Any preprinted terms on your purchase order shall be given
no force or effect and no terms of a purchase order that conflict with this Agreement shall be
binding on Studio Pixel.

This Agreement and any supplemental terms constitutes the entire agreement between
you and Studio Pixel concerning the subject matter of this Agreement, which may only be
modified by Studio Pixel.

18. Users Outside Greece

If you are using the Content outside Greece, then the provisions of this Section shall apply.
You are responsible for complying with any local laws in your jurisdiction which might impact
your right to import, export or use the Content, and you represent that you have complied
with any regulations or registration procedures required by applicable law to make this license
enforceable. If the laws applicable to your use of the Content would prohibit enforceability of
this Agreement, or impose any additional burdens on Studio Pixel, or confer any rights to you
that your materially different from the terms and conditions in this Agreement, then you are
not authorized to use the Content and you agree to remove them from your computer.

19. General

The failure of Studio Pixel to require performance by you of any provision herein shall not
affect the full right to require such performance at any time thereafter, nor shall the waiver by
Studio Pixel of any breach of this Agreement be considered to be a waiver of the provision

The Content is protected by the EU Copyright Law. Unauthorized reproduction or distribution
is subject to civil and criminal penalties.

© Studio Pixel. All Rights Reserved.




+ 30 210 60 41 523


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