RUBBERBALL PRODUCTIONS ROYALTY
FREE LICENSE AGREEMENT
1. License Terms
1.1 Covered Materials.
1.1.1 The photographs, fonts, illustrations, film clips, software and
any and all other media and content in any form delivered to Licensee
by Licensor, whether via Email, CD-ROM, DVD-R, by download from Licensor’s
website or otherwise (collectively, the “Digital Media”)
are licensed, not sold, to Licensee by Licensor for use pursuant to the
terms of this Agreement.
1.1.2 Licensee may own the media on which the Digital Media are recorded,
but Licensor, for itself or on behalf of its contributors, retains ownership
of the Digital Media.
1.1.3 Any reference in this Agreement to the Digital Media shall be to
each individual item within the Digital Media and also to the Digital
Media taken as a whole.
1.2 Permitted / Non-Permitted Uses and Rights.
Subject to the terms of this Agreement:
1.2.1 Licensee has the non-exclusive, non-transferable, non sublicensable
right to copy, reproduce, transmit and display the Digital Media an unlimited
number of times in any and all media for the following purposes:
• Product Packaging
• Advertising and promotional materials;
• Online or Electronic Distribution Systems, including Web page Design
to a maximum resolution of 72 dpi and 5 inches at its longest dimension;
• Broadcast and Theatrical Exhibitions;
• Publications and Products not for resale; and
• Any other uses approved in writing by Licensor.
1.2.2 On a product run for resale in excess of 10,000 copies where the
value of the media is based on the Digital Media, an upgraded License
must be purchased from RubberBall for products such as:
• Clothing, greeting cards, stationary, posters, etc.
1.2.3 Licensee has the right to have the Digital Media reproduced by
subcontractors of Licensee, provided that such subcontractors agree to
abide by the restrictions of this Agreement.
1.2.4 Licensee may alter, crop, manipulate and create derivative works
of the Digital Media.
1.2.5 Licensee’s rights to the Digital Media are worldwide and
1.2.6 Licensor reserves all rights not expressly granted to Licensee
1.3 Number of Users / Seat License
Licensee may create a digital library, network configuration, or similar
arrangement to allow the Digital Media to be viewed by employees, partners
and clients of Licensee, but under no circumstance may the Digital
Media be used by more than 10 employees of Licensee. Licensee must
purchase a separate seat license from Licensor for each additional
individual user, before such additional use begins. Contact RubberBall
Productions to negotiate an applicable seat license.
1.4.1 Licensee may not sublicense, sell, assign, convey or transfer any
of its rights under this Agreement but Licensee may sell or license
derivative works incorporating the Digital Media in accordance with
the Permitted Uses. Licensee may not sell, license or distribute its
work in such a way that Licensee’s customer can extract or access
the Digital Media as a stand-alone file.
1.4.2 Digital Media shall not be incorporated into a logo, trademark
or service mark.
1.4.3 Licensee may not post the Digital Media online in a downloadable
1.4.4 If any Digital Media featuring a recognizable model is used in
a manner that would lead a reasonable person to believe that the model
personally uses or endorses a product or service (for example, any Digital
Media is used in a testimonial advertisement), Licensee must accompany
each such use with a statement that indicates that the person is a model
and the Digital Media is being used for illustrative purposes only. Licensee
shall not under any circumstances use a photo with a recognizable person
in a way that may be construed as humiliating, libelous or defamatory
to the person. Any use of one or more Digital Images in connection with
morally sensitive subjects such as bodily or mental disability, or those
subjects unduly controversial to a reasonable person, must receive an
explicit written agreement from RubberBall Productions allowing each
1.4.5 The Digital Media may not be used in a pornographic, defamatory,
libelous or otherwise illegal manner, whether directly or in context
or juxtaposition with other materials.
1.4.6 Licensee must retain the copyright symbol, the name of RubberBall
Productions and the Digital Media’s identification number as part
of the electronic file and as otherwise contained on the original Digital
1.4.7 Licensor grants no rights and makes no warranties with regard to
the use of names, trademarks, trade dress, registered, unregistered or
copyrighted designs or works of art or architecture depicted in any Licensed
Material, and Licensee must satisfy itself that all the necessary rights
or consents regarding any of the above, as may be required for reproduction,
have been obtained.
2.1 Licensee agrees to indemnify and hold RubberBall Productions harmless
against all claims arising out of any breach of this Agreement.
3.1 Licensor warrants the Digital Media to be free from defects in material
and workmanship for 30 days from delivery. The sole and exclusive remedy
for a breach of the foregoing warranty is the replacement of the Digital
3.2 LICENSOR MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, REGARDING
THE DIGITAL MEDIA, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES
OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. LICENSOR SHALL
NOT BE LIABLE TO LICENSEE OR ANY OTHER PERSON OR ENTITY FOR ANY GENERAL,
PUNITIVE, SPECIAL, DIRECT, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES,
OR LOST PROFITS OR ANY OTHER DAMAGES, COSTS OR LOSSES ARISING OUT OF
LICENSEE’S USE OF THE DIGITAL MEDIA, THIS AGREEMENT, ANY INVOICE
REGARDING THE DIGITAL MEDIA OR OTHERWISE, EVEN IF LICENSOR HAS BEEN ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES.
4. Termination and Revocation
4.1 The license contained in this Agreement will terminate automatically
without notice from Licensor if Licensee fails to comply with any provision
of this Agreement. Upon termination, Licensee must immediately (i) stop
using the Digital Media, (ii) destroy or, upon the request of Licensor,
return the Digital Media to Licensor (in the case of analogue materials),
and (iii) delete or remove the Digital Media from Licensee’s premises,
computer systems and storage (electronic or physical).
4.2 Licensor reserves the right to revoke the license to use the Digital
Media for good cause and elect to replace such Digital Media with alternative
Digital Media. Upon notice of any revocation of a license for any particular
Digital Media, Licensee shall immediately cease using such Digital Media
and shall ensure that its clients and customers do likewise.
5.1 If one or more of the provisions contained in the Agreement is found
to be invalid, illegal or unenforceable in any respect, the validity,
legality and enforceability of the remaining provisions shall not be
affected. Such provisions shall be reformed only to the extent to make
6. Choice of Law
6.1 This Agreement will be governed in all respects by the laws of the
State of Utah, U.S.A., without reference to its laws relating to conflicts
of law. Any disputes arising from this Agreement or its enforceability
shall be settled by binding arbitration to be held in Orem, Utah. The
United Nations Convention on Contracts for the International Sale of
Goods does not govern this Agreement.
6.2 Notwithstanding the foregoing, Licensor 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 Licensee in the event that, in the opinion of Licensor, such
action is necessary or desirable.
7.1 No action of Licensor, other than express written waiver, may be
construed as a waiver of any provision of this Agreement.
8. Entire Contract
8.1 This contract contains all the terms of the license agreement and
no termsor conditions may be added or deleted unless made in writing
and signed by an authorized representative of both parties.
8.2 This license, dated 12/9/02, takes precedence over all previous RubberBall
Productions Royalty Free License Agreements.
9. Contact Information
102 South Mountain Way Drive, Orem, Utah 84058 U.S.A.
If you have any question, please contact us by phone:
Sales & Support:
1-801-224-6886 (USA & outside USA)
1-888-224-3472 Toll Free (USA & Canada):