Any Content downloaded by you from this Site, including, without limitation, any files, images incorporated in or data accompanying the software (collectively, the "Content") is licensed to you by GREY PNEUMATIC. Downloading the Content does not transfer title to the Content, or any intellectual property rights therein, to you. You may not redistribute or sell the content.
This Site contains copyrighted photographs, images, videos, footage, and text (collectively the "Content") which is owned by GREY PNEUMATIC. It is illegal to duplicate, download or distribute any Content from this Site except for your use, and you are subject to the Usage Guidelines. You may not use photos or images of people or identifiable entities in any manner that suggests the endorsement or association of any product or service or in connection with any pornographic or immoral materials.
The design or layout of any website owned, operated, licensed, or controlled by or associated with GREY PNEUMATIC, is protected by United States and International law and other intellectual property proprietary rights and may not be copied or imitated in whole or in part.
LIMITATION OF WARRANTY AND DAMAGES EXCEPT AS PROVIDED IN THE END USER LICENSE AGREEMENT THAT COMES WITH THE SOFTWARE, GREY PNEUMATIC MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT TO ANY PRODUCT OR THE RELATED DOCUMENTATION AND TO THE EXTENT PERMITTED UNDER APPLICABLE LAW THE SITE IS DELIVERED "AS IS." THE WARRANTY STATED HEREIN IS EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY EXPRESS OR IMPLIED WARRANTY OF ACCURACY, CORRECTNESS, RELIABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT, AND SUCH WARRANTY CONSTITUTES THE ONLY WARRANTY MADE BY GREY PNEUMATIC CORPORATION WITH RESPECT TO THE SITE, CONTENT, AND SOFTWARE.
GREY PNEUMATIC DOES NOT WARRANT THAT THE CONTENT OR FUNCTIONS CONTAINED IN THE SITE WILL BE FREE FROM ERRORS, INTERRUPTIONS, OMISSIONS, DEFECTS, VIRUSES, OR OTHER DAMAGING ELEMENTS, OR THAT GREY PNEUMATIC CORPORATION WILL CORRECT ANY ERRORS, OMISSIONS, OR DEFECTS. YOU ASSUME THE COST OF SERVICE, REPAIRS, OR CORRECTIONS TO YOUR HARDWARE, SOFTWARE, OR OTHER EQUIPMENT.
IN NO EVENT WILL GREY PNEUMATIC OR ANY OF ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, LICENSORS, SUPPLIERS, OR DISTRIBUTORS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, ECONOMIC, OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE, EVEN IF GREY PNEUMATIC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL LIABILITY OF GREY PNEUMATIC CORPORATION OR ANY OF ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, LICENSORS, SUPPLIERS, OR DISTRIBUTORS EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING OR USING THIS SITE, OR PURCHASING OR DOWNLOADING PRODUCTS FROM THIS SITE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
PRODUCT AVAILABILITY Products, services, and programs in this publication may not be available in your country. References to any product, service, or program do not imply that GREY PNEUMATIC intends to make available such products, services, or programs in your country.
©2006 GREY PNEUMATIC CORPORATION. All rights reserved.
ALL RIGHTS NOT EXPRESSLY GRANTED HEREIN ARE RESERVED.
GREY PNEUMATIC LICENSE AGREEMENT
THIS IS A LEGAL AGREEMENT BETWEEN YOU, YOUR COMPANY, YOUR EMPLOYER AND/OR YOUR CLIENT (in the case you are an agent acting for a single client), AS THE CASE MAY BE (COLLECTIVELY "YOU), AND GREY PNEUMATIC CORPORATION. "GREY PNEUMATIC" WHEN USED HEREIN SHALL MEAN GREY PNEUMATIC CORPORATION, THIS LICENSE AGREEMENT APPLIES, WITHOUT LIMITATION, TO THE WEBSITES CURRENTLY LOCATED AT: www.gpsocket.com, ANY INTERNATIONAL OR OTHER VERSIONS OF THE FOREGOING, FUTURE GREY PNEUMATIC WEBSITES AND/OR ANY IMAGES DELIVERED VIA ANY STORAGE MEDIA.
PLEASE READ THE FOLLOWING TERMS AND CONDITIONS. YOUR ACCEPTANCE OF THESE TERMS IS AN ABSOLUTE CONDITION TO YOUR ACCESS TO AND USE OF ANY IMAGE(S). DOWNLOADING AND/OR USING ANY IMAGE(S) FROM GREY PNEUMATIC CONFIRMS YOUR ACCEPTANCE OF THESE TERMS AND FORMS A LEGAL CONTRACT BETWEEN YOU AND GREY PNEUMATIC. GREY PNEUMATIC reserves the right to change any of the terms of this Agreement at any time, and you agree to be bound by such changes. If you do not agree to the following terms, as may be amended, do not download or use any Image(s).
"Image(s)" shall mean animations, clipart, composites, digital footage, digital video, film footage, fonts, graphics, illustrations, images, motion sequences, photographs or any other visual representation regardless of whether the Image(s) are obtained via download from any GREY PNEUMATICS' Web site, delivered via any storage media (CD, DVD, disk, etc.) that is now known or may become known in the future, or obtained from a GREY PNEUMATICS' authorized distributor, together with all accompanying metadata and other material.
"Storage Media" shall mean CD-ROM, digital video disc (DVD), floppy disk, or any other storage device or media now known, or hereafter created.
"User" shall mean the individual, legal entity or agent entering into this license agreement or any employee or contractor of such individual, legal entity or agent that edits, manipulates or modifies the Images or are otherwise directly involved in the creative process including, but not limited to, photo editors, photo researchers, photographers, art directors or designers. All Users shall only use the Images in accordance with the terms of this Agreement.
"You" shall mean a single: (i) individual, (ii) legal entity (corporation, partnership, LLC, sole proprietorship, etc.), or (iii) agent acting on behalf of a single individual or entity.
The Image(s) are copyrighted and protected under the various laws of the United States, International treaties and other applicable laws. The Image(s) shall remain the sole and exclusive property of GREY PNEUMATIC. Use of the Images is licensed, not sold, pursuant to the terms of this License Agreement. Use of the Images without agreeing to this License Agreement, or a breach of these License Agreement terms, is copyright infringement.
Permitted Uses. You may:
Use the Image(s) in any electronic or print media, including advertising and editorial use, provided such use is not intended to allow the re-distribution or re-use of the Image(s).
Modify or alter the Image(s) as necessary for your use, provided that if such modification or alteration constitutes a derivative work, the rights to all such derivative works shall belong exclusively to GREY PNEUMATIC or its providers, as the case may be, -and that you shall only use such derivative work in accordance with this Agreement. If requested by GREY PNEUMATIC, you agree to execute a written assignment of any such rights, including copyrights, at no cost to GREY PNEUMATIC.
Use the Image(s) as decor in an office, lobby, public area, restaurant, or retail store.
Use the Image(s) as design elements in video, film, or television broadcasts.
Use the Image(s) in connection with your business or entity, e.g. corporate identity documents and letterhead, except as prohibited below.
Use the Image(s) for any other uses approved in writing by GREY PNEUMATIC.
Prohibited Uses: You may NOT:
Sublicense, distribute, transfer or assign the Image(s) or rights to the Image(s).
Reverse engineer, decompile, translate, or disassemble any part of the Image(s).
Copy or reproduce the Image(s)
Remove any copyright, trademark or watermark from any place where it appears on the Image(s).
Display the Image with along with or next to reference to a competitive product, part number, logo, name or other reference which makes it unclear that the product is that of GREY PNEUMATICS.
Use the Image(s), or any part of the Image(s), as part of a trademark, service mark, or logo. GREY PNEUMATIC retains the full rights to the Image(s), and therefore you cannot establish your own rights.
Use the Image(s) to compete with GREY PNEUMATIC. It is the specific intent of this provision to prohibit you from using the Image(s) to enter, either directly or indirectly, a similar or competing business.
Use the Image(s) in a product or service whereby the Image(s) can be used apart from a product or service.
Use the Image(s) in any way that could be considered defamatory, pornographic, libelous, immoral, obscene or fraudulent, or illegal, either by making physical changes to it, in the juxtaposition to accompanying text or images, or otherwise.
Use Image(s) as part of any use involving sensitive subject matters, as determined by GREY PNEUMATIC, including but not limited to the following: all sexual issues, sexually transmitted diseases, substance abuse, alcohol, tobacco, AIDS, cancer, mental ailments, Homosexual or alternative lifestyles, and physical or mental abuse, without advance written consent from GREY PNEUMATIC and any model in such Image(s). Sensitive subject use pertains to both commercial and editorial uses. Contact GREY PNEUMATIC for verification of model releases. Availability of model releases does not grant the right to use Image(s) in any sensitive subject matters.
GREY PNEUMATIC reserves the right to (i) not permit use of any Image(s) for any reason whatsoever; and (ii) notify you that certain Image(s) are no longer available for use. Upon such notification, the license to use such Image(s) shall automatically and immediately terminate.
All other rights not expressly granted to you are reserved solely for GREY PNEUMATIC.
GREY PNEUMATIC reserves the right to replace Image(s) with an alternative Image for any reason. Upon notice of such replacement, the license for the replaced Image(s) immediately, and automatically, terminates for any use of the Image(s) that does not already exist, and this License Agreement shall automatically apply to any replacement Image(s). You agree not to use any replaced Image(s) with future products or services and you shall take all reasonable steps to discontinue use of the replaced Image(s) in existing products or services.
This License Agreement is effective until it is terminated.
This License Agreement will terminate automatically, without notice from GREY PNEUMATIC, if you fail to comply with any provision of this License Agreement.
You can terminate this Agreement by destroying the Image(s), along with any copies or archives, any CD-ROM or accompanying materials (if applicable), and ceasing all use of the Image(s) for any purpose. Such termination may not effect payment obligations.
GREY PNEUMATIC may, in its sole discretion: (i) monitor, as frequently as GREY PNEUMATIC determines, anything you download from our Web sites, (ii) limit downloads to a fixed amount of downloads per 24 hour period so as to insure the best possible service to all subscribers to our Web sites, (iii) track any abuse of your use, (iv) suspend or terminate your account, without notice, if GREY PNEUMATIC believes to be there is a violation of this Agreement.
Upon termination of this Agreement, you agree to (i) destroy all copies and archives of the Image(s), (ii) cease using the Image(s) for any purpose, and (iii) confirm to GREY PNEUMATIC in writing that you have complied with these requirements. Please see Section 13(A) below for other terms also applicable to Subscription terminations.
WARRANTY AND LIMITATION OF LIABILITY
GREY PNEUMATIC represent and warrants that:
it has the right to enter into this Agreement and to grant the rights hereunder;
the Image(s) or other Storage Media (if applicable) will be free from defects in materials and workmanship under normal use for a period of 30 days from the date of license.; and
the Image(s) as provided hereunder, and used as permitted herein, will not infringe any copyright, trademark, moral right, right of privacy or any other intellectual property right of any third party.
EXCEPT AS PROVIDED ABOVE, THE IMAGE(S), STORAGE MEDIA AND ACCOMPANYING MATERIALS (IF APPLICABLE) ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. GREY PNEUMATIC GRANTS NO RIGHTS OR WARRANTIES WITH RESPECT TO THE USE OF NAMES, TRADEMARKS, LOGO TYPES, COPYRIGHTED DESIGNS OR WORKS OF ART OR ARCHITECTURE DEPICTED IN ANY IMAGE, AND THE USER MUST SATISFY ITSELF THAT ALL NECESSARY RIGHTS, CONSENTS, OR PERMISSIONS AS MAY BE REQUIRED ARE OBTAINED. GREY PNEUMATIC DOES NOT WARRANT THAT THE IMAGE(S), WEB SITES OR OTHER MATERIALS, WILL MEET YOUR REQUIREMENTS OR THAT USE WILL BE UNINTERRUPTED OR ERROR FREE. THE ENTIRE RISK AS TO THE QUALITY, PERFORMANCE AND USE OF THE IMAGE(S) IS SOLELY WITH YOU. YOU UNDERSTAND THAT YOU SHOULD SEEK COMPETENT COUNSEL BEFORE USING IMAGES ON OR IN CONNECTION WITH ANY GOODS OR SERVICES OR FOR ANY OTHER COMMERCIAL PURPOSES. GREY PNEUMATIC SHALL NOT BE LIABLE TO YOU OR TO ANY OTHER ENTITY FOR ANY GENERAL, PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES, OR LOST PROFITS OR ANY OTHER DAMAGES, COSTS OR LOSSES ARISING OUT OF YOUR USE OF THE IMAGE(S), GREY PNEUMATIC ' BREACH OF THIS AGREEMENT OR OTHERWISE, EVEN IF GREY PNEUMATIC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES. IN NO EVENT, SHALL GREY PNEUMATICS' TOTAL AGGREGATE LIABILITY TO YOU, OR TO ANY THIRD PARTY CLAIMING THROUGH YOU, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE IMAGE(S) (WHETHER IN CONTRACT, TORT OR OTHERWISE) EXCEED TEN (10) TIMES THE MONETARY AMOUNT ACTUALLY RECEIVED BY GREY PNEUMATIC FOR YOUR USE OF THE APPLICABLE IMAGE(S).
You represent, warrant and covenant that:
You are at least eighteen years of age and have the full right and authority to enter into this License on behalf of yourself and/or your company, employer or principal;
You do not reside in any country to which export of US products are prohibited or restricted and you may not ship, transfer or export any of the Images into any country or use any of the Images in any manner prohibited by any laws, restrictions or regulations;
You will not use the Image(s) in any way that is not permitted by this License;
Your use of the Image(s) will not violate any applicable law or regulation of any country, state, or other governmental entity;
The information that you provide to GREY PNEUMATIC is accurate and true, including, without limitation, all credit card or other payment information and you shall update such information as necessary; and
You shall be solely responsible for your use of the Image(s) and agree that GREY PNEUMATIC grants no rights with regard to the use of trademarks, trade dress, copyrighted designs or works of art or architecture in any Images, and you must satisfy yourself that all necessary rights or consents regarding any of the above, as may be required for reproduction, have been obtained.
You are solely responsible for determining whether your use of any Image(s) requires the consent of any other party or the license of any additional rights.
You are solely responsible for obtaining any and all releases and clearances as may be required, and you should not rely solely on the information provided by GREY PNEUMATIC. If you are unsure whether additional rights are needed for your use of the Images, you are responsible for consulting with competent legal counsel.
If you are acting as an agent, you must inform your client/principal of the terms of this License.
You agree to indemnify and hold GREY PNEUMATIC and its employees, directors, officers, successors, assigns, distributors and anyone else associated with GREY PNEUMATIC, harmless from, and against, any and all claims, liabilities, costs, damages, or expenses, (including attorneys' fees) asserted against GREY PNEUMATIC arising out of your use of the Images or in connection with any breach of any of the terms of this Agreement. Provided that the Image(s) are used only in accordance with this Agreement and you are not otherwise in breach of this Agreement, GREY PNEUMATIC shall defend, indemnify and hold you harmless from all damages (excluding punitive damages), liabilities and expenses (including reasonable attorney's fees and authorized costs), arising out of or in connection with any actual or threatened lawsuit, legal proceeding or claim alleging that GREY PNEUMATIC is in breach of its warranties set out in Section 4 above. The foregoing states GREY PNEUMATICS' entire indemnification obligation under this Agreement and your sole and exclusive remedy for any actual breach of GREY PNEUMATICS ' representations and warranties set forth herein. GREY PNEUMATIC shall have no obligation under this Section 6 unless you promptly provide GREY PNEUMATIC with written notice of such claim. At the indemnifying party's option, the indemnifying party may assume the handling, settlement or defense of any claim or litigation and the indemnified party shall reasonably cooperate in the defense thereof. The indemnified party shall have the right to participate in the litigation, at its own expense, through counsel selected by the indemnified party. The indemnifying party will not be liable for legal fees or other costs incurred prior to the indemnified party giving notice of the claim for which indemnity is sought.
Enforceability: If any provision of this Agreement is held to be not enforceable, such provision shall be reformed only to the extent to make it enforceable, consistent with the parties' intent.
Waiver: No action of GREY PNEUMATIC, other than an express written, signed waiver may be construed as a waiver of any part of this Agreement, and no employee of GREY PNEUMATIC is authorized to make an oral waiver. In the event that GREY PNEUMATIC waives a specific part of the Agreement, it does not mean that GREY PNEUMATIC waives any other part.
This Agreement, its validity and effect, shall be solely interpreted, and governed by, the laws of the State of Wisconsin, United States. Any claims shall be brought solely in the Federal District Court of the District of Wisconsin and you expressly consent to the exclusive jurisdiction of the federal courts of the State of Wisconsin, United States. You consent to the service of any required notice or process upon you by registered mail or overnight courier with proof of delivery.
You agree to reimburse GREY PNEUMATIC for its legal fees, costs and disbursements if GREY PNEUMATIC is successful in enforcing any of its rights under this Agreement including, without limitation, in connection with any action to collect payment.
You may not assign or transfer to anyone else the rights granted to you in this Agreement, without our prior written consent. GREY PNEUMATIC may assign or transfer this Agreement freely.
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND GREY PNEUMATIC, WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN YOU AND GREY PNEUMATIC RELATING TO THE SUBJECT OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY PURCHASE ORDER TERMS (EVEN IF SUCH TERMS ARE SUBSEQUENT TO THE DATE OF THIS AGREEMENT). FAQ'S, OTHER EXPLANATIONS, AND TEXT IN GREY PNEUMATICS'WEBSITES ARE FOR YOUR INFORMATION ONLY AND ARE NOT, AND SHALL NOT BE CONSTRUED AS, PART OF THIS AGREEMENT UNLESS SPECIFIED OTHERWISE IN THIS AGREEMENT.