PLEASE READ THIS AGREEMENT CAREFULLY. BY CUSTOMIZING ANY STOCK FILES FROM
THE SITE, YOU REPRESENT THAT (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE
BOUND BY THIS AGREEMENT, (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT
WITH PRISMVIEW, AND (3) YOU HAVE THE AUTHORITY TO ENTER INTO
THIS AGREEMENT PERSONALLY OR ON BEHALF OF THE COMPANY YOU HAVE NAMED
AS THE CUSTOMER, AND TO BIND THAT COMPANY TO THESE TERMS. THE TERM “YOU”
REFERS TO THE INDIVIDUAL OR LEGAL ENTITY, AS APPLICABLE, IDENTIFIED AS THE
CUSTOMER WHEN YOU REGISTERED ON THE WEBSITE. IF YOU DO NOT AGREE TO BE
BOUND BY THIS AGREEMENT, YOU MAY NOT DOWNLOAD OR USE ANY STOCK FILES.
PLEASE NOTE THAT this Agreement is subject to change by Prismview in its sole discretion at
any time. When changes are made, Prismview will make a new copy of this Agreement on the
Site. Any changes to this Agreement will be effective immediately for any Stock Files that you have not
downloaded and will be effective thirty (30) days after posting of notice of such changes on the Site
for Stock Files already downloaded by you. Prismview may require you to provide consent
to the updated Agreement in a specified manner before further use of the Site or the Stock Files is
permitted. If you do not agree to any change(s) after receiving a notice of such change(s), you shall stop
using the Site and/or the Stock Files. Otherwise, your continued use of the Site and/or Stock Files
constitutes your acceptance of such change(s). PLEASE REGULARLY CHECK THE SITE TO VIEW THE
This is a license, not a sale. Prismview continues to own
all Stock Files. Subject to your acceptance of the terms of this Agreement, Prismview hereby grants
to you a limited non-exclusive, revocable, non-transferable, worldwide right to use the Stock Files as
follows: You may use the Stock Files for nearly any project, including direct use on electronics signs and or
digital displays, feature films, broadcast, commercial, industrial, educational video, print projects,
multimedia, games, and the internet, but solely to the extent the Stock File is incorporated into any
work with substantial value added by you such that transformed or derivative work is not recognizable as the
Stock File nor is the Stock File capable of being downloaded, extracted or accessed by a third party as a
stand-alone file (satisfaction of these conditions will constitute the work as a “Derivative Work” for the
purposes of this Agreement). Thus, you could incorporate Stock Files in Derivative Works that include
promotional materials, packaging, web page design, broadcast, products for sale, electronic and print
publication, comps, and layouts. “Non-transferable” as used herein means that except as specifically
provided in this Agreement, you may not sell, rent, load, give, sub-license, or otherwise transfer to anyone,
the Stock File or the right to use the Stock File. You may however, transfer Stock Files to a third party for
the sole purpose of causing such third party to produce and/or manufacture Derivative Works subject to the
terms and conditions herein. You cannot otherwise use the Stock Files.
The Stock Files may NOT be sold as stand alone clips/stock files, or included in any other
media/stock product, library, or collection for distribution or resale. The Stock Files may not be used, in
part or in whole, as a trademark or service mark, nor may you claim any proprietary rights of any sort in
the Stock Files, or any part thereof. You may not make available some or all of the Stock Files on a web
page or other display as a separate or download-able reusable file, or disassemble, decompile, reverse
engineer, translate, or otherwise decode the Stock Files for any reason whatsoever. If you provide Stock
Files or Derivative Works to a client as part of your work product, the client may not reuse the Stock Files
or Derivative Works in such a way as to violate these terms and conditions.
Portions of this section may be superseded by the OEM Agreement, contact Prismview for details.
Single Use Keys
Single Use Keys are available for purchase for those persons not wishing to enter into a subscription relationship with Prismview.
These keys allow for a 1 time use of the CreativeEngine. These keys are non-transferable, non-refundable and will expire in 1 week from the date of purchase.
By purchasing a Single Use Key, you agree to be contacted, via email, by Prismview on occasion regarding special offers and other news specifically related to the CreativeEngine. You may opt out of this contact by responding to an email—or emailing us directly (firstname.lastname@example.org), and stating your desire to be removed from the mailing list. However, with each subsequent purchase of a Single Use Key your email will be added back into the mailing list.
Scheduling Services are available only on approved Prismview displays running Prismview® Client, SmarterSign®, or MagicInfo®. Scheduling Services for other control systems or playback applications shall only available at Prismview's sole discretion. Scheduling Services shall provide daily updates to content or schedule(s) at one (1) display per 24 hour period during the regular work week—which shall be understood to be Monday-Friday, 8am-5pm MT, excluding holidays. All update requests shall be handled within a 24 hour period during the regular work week aforementioned.
Scheduling Services requires reliable internet access to the display at DSL speeds or higher. The customer understands that the ownership and maintenance of the internet service through an Internet Service Provider (ISP), is the customer's responsibility. The customer furthermore agrees to maintain security measures and protocols such as the customer deems necessary, so long as such measures do not inhibit the scheduling services from taking place. The customer understands and agrees that in the event of an internet outage at or to the display, updates to the display are not possible and furthermore, agrees to hold harmless Prismview, and Prismview's employees of any liability regarding the loss of potential revenue or fines due to the inability to access the display over the internet during such an outage.
Scheduling Services shall provide Proof of Performance (POP) reports upon request. These reports shall show individual client's ads and how many times those ads played within a given date range. Date ranges are recommended to be monthly, or quarterly, but shall not exceed 6 months in length. These reports shall be made available to the customer as a PDF document via email.
Prismview has partnered with TeamViewer® as our remote desktop application of choice. Scheduling Services shall require the ability to install the TeamViewer® components on the display's PC in order to deliver Scheduling Services in most cases.
At such displays as have a functioning web camera, Prismview may provide—upon request, web-cam images of new content recently added. Such images enhance the quality of any proof of play correspondence that the customer may have with his/her own clients.
OEM/dealers that have partnered with Prismview to sell digital displays are granted special opportunities to help make the sale of displays both enjoyable and competitive. The OEMs who subscribe to this service are welcome to use the CreativeEngine℠ to quickly create custom content for trade-shows, sales presentations or other activities involved in selling signs.
OEMs are futher eligible to receive a commission on any subscriptions to the CreativeEngine℠ that the OEMs sell. OEMs may sell subsriptions to any of their customers—regardless of what brand of displays the customers use. New subscribers are asked to include the name of their OEM during registration, when they fill out this field their account is linked to the OEM and can be tracked from the OEM's profile page. OEMs will earn a 9% commission on the yearly revenue generated by such subscriptions and shall receive a check or PayPal disbursement from Prismview no later than Dec. 31 of each year.
If a new subscriber neglects to fill in the identity of the OEM during registration, and the OEM desires a commission, then the OEM must provide such information as shall be requested by the Prismview CreativeGroup to varify the OEM's claim. If such a claim is deamed valid by the Prismview CreativeGroup then the revenue from the subscription in question shall be linked to the OEM from that time forward, however, revenue from past month(s) shall NOT be counted. Exceptions may be granted at the sole disgression of the Prismview CreativeGroup for such things as if a subscriber misspelled or mistyped the OEM's actual name during registration.
Fees and Payments
In exchange for your usage of Prismview Stock Files as provided hereunder,
you must have a registered site account (with either a start up or paid status) at the time of
downloading. This license applies to all files you downloaded during your subscription (regardless of
whether it was a paid or start up account), and remains in effect even after you cancel your account. (You
may continue to use the clips you downloaded even after account cancellation, as described in this
Agreement.). You agree to pay and be responsible for any and all sales taxes, use taxes, value added taxes
and duties imposed by any jurisdiction as a result of the license granted to you, or of your use of the Stock
Files, pursuant to this Agreement.
Prismview, its licensors and contributors retain all right, title, and interest in and to the Stock Files not expressly granted by the License Grant above. Such rights are protected by the United
States and International Copyright laws and international treaty provisions. You may be held legally
responsible for any copyright infringement that is caused or encouraged by your failure to abide by the terms of this agreement.
Animations or stills shall be delivered to the customer's email.
The current validity and correct spelling of the customer's email address shall be the responsibility of the customer.
Prismview shall not accept responsibility for digital product delivery failures because of spam filters or any other email filtration service used by the customer's email provider.
Time of delivery will vary depending on a multitude of factors including network speeds, number of other items in the processing queue, complexity of the template, and status of the computers processing the requests.
At the time of submittal, the customer will receive an estimated completion time. This is not a hard set time, but merely an approximation. Some restrictions apply, as previously noted.
Any artwork or content needed to use a given template shall be provided to the CreativeEngine in the formats outlined.
The customer agrees to not submit file types different from those specified in the template customization form.
Upon Customer’s delivery of its own storyboard or request
to PRISMVIEW, or upon Customer’s approval of storyboard concepts provided
by PRISMVIEW, PRISMVIEW will create and deliver the Services to Customer. If
Customer there after requests revisions,PRISMVIEW will accomplish such revisions and
re-submit them to Customer for approval within five working days if such revisions are
minor, and within ten days if major. Examples of minor revisions are text fade
in and out, substitution of background colors, and timing changes. Major revisions to
an approved story board are beyond the scope of the Monthly Payment, and will be
charged at the Hourly Rate. Four minor animation/text message revisions per storyboard
are included in the Monthly Payment. If more than four revisions are requested, then
the additional revisions will be counted as an additional animation/text messages.
The duration of each template's animation is set and shall not be altered by the CreativeEngine.
Right to Reject Content
Prismview may reject any programming request and/or custom design work, which
Prismview in its sole discretion determines is or may be false, misleading, deceptive, offensive
to the moral standards of the community, may incite violence or public disorder, may induce a violation of existing law, may
result in the creation of new laws or regulations designed to restrict the use of electronic
media displays or the electronic media display industry, or which in any way reflects
adversely on the character, integrity, or standing of any person or business.
The CreativeEngine is intended to be available for customers to use 24 hours every day 7 days a week, with the exception of potential system software and hardware maintenance, repair, replacement, etc.
Should the CreativeEngine be off-line for an extended period (in excess of 2 weeks) customers shall be notified by email about the reason and expected duration of the down time.
The CreativeEngine represents a large amount of time investment by Prismview and as such must be afforded some protections against evil-disposed or dubious persons who may attempt to hack, reverse-engineer, or otherwise tamper with the CreativeEngine system. One practice, among many, to help dissuade such behaviour is to log each visitor's browsing data. All of this data is already being offered up as public information by each computer as a consequence of being linked to the internet. All user's and visitor's IPs, hosting servers, and other pertinant information are tracked and logged to a secure location. These logs are monitored and maybe called upon in the event of hacking attempts to identify offending users/visitors so that appropriate measures can be taken to remove or block their access to the CreativeEngine. By using or visiting the CreativeEngine website you thereby accept this rule, and furthermore, you agree to NOT take measures to obscure, mask, or otherwise attempt to circumvent this or any other security measure associated with the CreativeEngine.
In the event of substantial damage to and of the Sign(s) or digital displays due to accident or severe act of nature that renders the digital display(s) unusable for an extended period of time the Customer may
be released from its obligations under this Agreement pertinent to the damaged Sign(s)
upon Customer’s 1) written request, and 2) payment to Prismview of all amounts previously
billed but unpaid, plus the Hourly Rate for all services performed and Prismview standard
rates for goods furnished but not yet billed. Furthermore, the Customer shall not be entitled to a rebate or refund of any kind.
Prismview shall retain all right, title and interest in any copy-
right, trademark, patent, trade secret, and any other property rights created by Prismview
as a result of the media services provided hereunder (the “Intellectual Property”) and
Prismview reserves all rights associated therewith. Prismview hereby authorizes Customer the
non-exclusive, perpetual use of the Intellectual Property only in conjunction with use of
the Sign(s) and digital displays.
Prismview makes no representation or warranty with respect to any Stock File or the
use of names, trademarks, logos, registered or copyrighted designs or works of art depicted in any Stock
File, and you must satisfy yourself that all necessary rights, model releases, consents or permissions as may
be required for your intended usage are secured. All Prismview’s Stock Files are provided “as is.”
Prismview makes no representation or warranty either express or implied including but not limited to
any implied warranties of merchant-ability, fitness for any particular use, quality of image, non-
infringement, or compatibility with any computer hardware or other equipment, operating system or
software program. Neither Prismview nor any of its directors, officers, employees, subsidiaries,
affiliates, or agents shall be liable for any damages, whether direct, incidental, or consequential, or other
damages arising out of the use of, or the inability to use, the Stock Files. You acknowledge that Prismview has no obligation to review, monitor or screen Stock Files, although Prismview it
reserves the right in its sole discretion to do so, and Prismview does not approve, endorse or
make any representations or warranties with respect to Stock Files. Prismview does not warrant
the accuracy of any categorization, keyword, caption or title of the Stock File or the meta-data that may be
provided therewith. ANY STOCK FILES DOWNLOADED FROM OR OTHERWISE ACCESSED
THROUGH THE SITE IS ACCESSED AT YOUR OWN RISK, AND YOU SHALL BE SOLELY
RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY OR PERSON, INCLUDING, BUT NOT
LIMITED TO, YOUR COMPUTER SYSTEM AND ANY DEVICE YOU USE TO ACCESS THE SITE
OR THE SERVICES, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING OR
DOWNLOADING SUCH CONTENT.
Customer agrees that in the event it shall be in default in the payment of any
money when due, or shall fail to perform any of its other obligations hereunder, or bankruptcy, receivership, assignment for benefit of creditors or other insolvency proceedings
are commenced by or against Customer, Prismview shall have no further duty to perform the
Services and in addition thereto Customer shall, without notice, immediately be indebted
to and hereby agrees to pay Prismview forthwith, liquidated damages for its breach hereunder in amount equal to the sum of 1) all previously billed but unpaid Monthly Payments,
and 2) an amount equal to sixty percent (60%) of the Monthly Payments payable hereunder for the then remaining balance of the Term. The parties agree that the remedies for
default herein are fair and reasonable compensation for the damage to Prismview resulting
from Customer’s breach and are not a penalty. Prismview’s acceptance of a late payment(s)
or forbearance of any other event of default shall not be construed as a waiver of
Prismview’s rights as to any subsequent late payment(s) or any other event of default.
You will indemnify, defend, and hold Prismview, and its subsidiaries, affiliates, officers,
directors, agents, partners and employees (collectively, the “Prismview Parties”), harmless from
any claim or demand, including reasonable attorney’s fees, arising out of your use of Stock Files. You hereby
release the Prismview Parties and their successors from claims, demands, any and all losses,
damages, rights, and actions of any kind, including personal injuries, death, and property damage that is either
directly or indirectly related to or arises from any Stock Files or use thereof. If you are a California resident,
you waive California Civil Code 1542, which says: “A general release does not extend to claims which the
creditor does not now or suspect to exist in his favor at the time of executing the release, which if known by
him must have materially affected his settlement with the debtor.” This paragraph shall survive the expiration or earlier termination of
Transfers and Assignment
If Customer determines to sell or otherwise transfer
ownership (or other rights) to its business assets, the Sign(s), or the real property on
which the Sign(s) are located, Customer shall deliver to Prismview written notice of such
intention at least thirty (30) days prior to closing. At the time of closing and with proceeds
therefrom, Customer shall pay to Prismview an amount equal to the sum of items 1) and 2) of
Section "Default" above, unless Prismview has previously agreed in writing to Customer’s assignment of this Agreement.
All the terms and conditions hereof shall be binding upon and inure to the benefit of the
successors, assigns, and legal representatives of the respective parties. Customer may
transfer its interests, rights, and obligations in this Agreement only upon the prior written
consent of Prismview. Prismview may freely transfer its interests, rights, and obligations in this
Disputes & Arbitration
The parties agree to employ good faith efforts to amicably resolve any
claims or disputes that may arise. If unsuccessful for any reason, at Prismview’s sole option
and upon Prismview’s written notice to Customer, such claims or disputes may be submitted
to formal arbitration and shall be subject to the Federal Arbitration Act and not state arbitration law.
The arbitration shall be conducted before one commercial arbitrator with substantial experience in resolving
similar disputes. The matter may be arbitrated either by JAMS or the American Arbitration Association
(“AAA”), as mutually agreed upon by the parties or selected by the party filing the claim. As modified by
this Agreement, unless agreed upon by the parties in writing, the conduct of the arbitration shall be subject
to the then current rules of JAMS or AAA (whichever is arbitrating the dispute), for commercial arbitration
and, if the arbitrator deems it appropriate, consumer disputes.
You are thus GIVING UP YOUR RIGHT TO GO TO COURT to assert or defend your rights EXCEPT
for matters that may be taken to small claims court. Your rights will be determined by a NEUTRAL
ARBITRATOR and NOT a judge or jury. You are entitled to a FAIR HEARING, BUT the arbitration
procedures are SIMPLER AND MORE LIMITED THAN RULES APPLICABLE IN COURT. Arbitrator
decisions are as enforceable as any court order and are subject to VERY LIMITED REVIEW BY A NEUTRAL ARBITRATOR.
You and Prismview must abide by the following rules: (a) at Prismview's election, any in-person
arbitration hearing may take place in the federal judicial district in which the state of Utah is part; (b) if your claim is for
$10,000 or less, instead of an in-person hearing, you may choose whether the arbitration will be conducted
solely on the basis of documents or through a telephonic hearing; (c) the arbitrator’s ruling is binding and
not merely advisory; (d) ANY CLAIMS BROUGHT BY YOU OR PRISMVIEW MUST BE
BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF, PRIVATE
ATTORNEY GENERAL OR CLASS MEMBER IN ANY PURPORTED CLASS OR
REPRESENTATIVE PROCEEDING; (e) THE ARBITRATOR MAY NOT CONSOLIDATE MORE
THAN ONE PERSON’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A
REPRESENTATIVE OR CLASS PROCEEDING, (f) THE ARBITRATOR SHALL NOT AWARD
CLASS-WIDE RELIEF; (g) Prismview will pay the arbitration costs as required by the rules of
JAMS or AAA (depending upon which is arbitrating the dispute), and in the event that you are able to
demonstrate that the costs of arbitration will be prohibitive as compared to costs of litigation, Prismview will pay as much of your arbitration filing and hearing fees as the arbitrator deems is necessary
to prevent the arbitration from being cost-prohibitive as compared to the cost of litigation, (h) the arbitrator
may award any damages or other relief or remedies (including attorneys’ fees and costs) that are permitted
by applicable law; and (i) each side pays his, her or its own attorneys’ fees and costs unless the claim(s) at-
issue permit the prevailing party to be paid its fees’ and litigation costs, and in such instance any fees’ and
costs awarded by the arbitrator shall be determined by applicable law, statute, regulation, or case law.
Notwithstanding the foregoing, either you or Prismview may bring an individual action in small
claims court. Further, claims of infringement or misappropriation of the other party’s patent, copyright,
trademark, or trade secret shall not be subject to this arbitration agreement. Such claims shall be
exclusively brought in the state or federal courts located in the State of Utah.
With the exception of subparts (d) – (f) in the paragraph above (prohibiting arbitration on a class or
collective basis), if any part of this arbitration provision is deemed to be invalid, unenforceable or illegal,
then the balance of this arbitration provision shall remain in effect and shall be construed in accordance
with its terms as if the invalid, unenforceable, or illegal provision were not contained. If, however, subparts
(d) – (f) are found to be invalid, unenforceable or illegal, then the entirety of this arbitration provision shall
be null and void, and neither you nor Prismview shall be entitled to arbitration. In the event this
agreement to arbitrate is held unenforceable, or in the event both AAA and JAMS refuse to arbitrate the
Dispute, all controversies, disputes, demands, counts, claims, or causes of action between Prismview and you shall be exclusively brought in the state or federal courts located in the State of Utah.
For more information on AAA, its rules and procedures, and how to file an arbitration claim, you may call
AAA at 800-778-7879 or visit the AAA website at http://www.adr.org. For more information on JAMS, its
rules and procedures, and how to file an arbitration claim, you may call JAMS at 800.352.5267 or visit the
JAMS website at http://www.jamsadr.com.
Limitation of Liability
IN NO EVENT, INCLUDING, WITHOUT LIMITATION, NEGLIGENCE,
SHALL ANY PRISMVIEW PARTY BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY
SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES OF ANY
KIND, OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THE COST
OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM THE STOCK
FILES, WHETHER OR NOT PRISMVIEW HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES. UNDER NO CIRCUMSTANCES WILL PRISMVIEW BE LIABLE TO YOU
IN THE AGGREGATE FOR MORE THAN THE AMOUNT RECEIVED BY PRISMVIEW AS A
RESULT OF YOUR USE OF THE SITE IN THE SUBSCRIPTION PERIOD DURING WHICH YOU
FIRST ASSERT A CLAIM. IF YOU HAVE NOT PAID PRISMVIEW ANY AMOUNTS IN THE
SUBSCRIPTION PERIOD DURING WHICH YOU FIRST ASSERT ANY SUCH CLAIM, PRISMVIEW SOLE AND EXCLUSIVE LIABILITY SHALL BE LIMITED TO TEN DOLLARS ($10.00).
FOR THE AVOIDANCE OF DOUBT, PRISMVIEW LIABILITY WILL BE LIMITED TO SUCH
CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN
DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE EXCLUSIONS OR
LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS. THE
LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE
BASIS OF THE BARGAIN BETWEEN PRISMVIEW AND YOU.
This Agreement will commence on the date when you first download any Stock File and will
remain in effect as long as you maintain any Stock File or Derivative Work in your possession. The license
contained in this Agreement will terminate automatically without notice from Prismview if you fail
Agreement, you may do so at any time by notifying us and destroying all Stock Files in your possession.
Your indemnity and payment obligations and Prismview rights in conjunction with those obligations
shall survive any termination or expiration of this Agreement, as well as Prismview limitation on
liability. The provisions of this paragraph are in addition to any other remedies and rights Prismview
may have as a result of any breach of this Agreement. Neither party will be entitled to damages as a result of
termination of this Agreement as provided herein. Upon termination, you must immediately (i) cease using
the Stock Files for any purpose; (ii) destroy or delete all copies and archives of the Stock Files or
accompanying materials; and (iii) if requested, confirm to Prismview in writing that you have
complied with these requirements, provided, however, that such requirements in (i), (ii) and (iii) shall not
affect or limit your use of any existing Derivative Works containing Stock Files.
Upon notice from Prismview, or upon your knowledge that any Stock File is subject to a threatened,
potential or actual claim of infringement of another’s right for which Prismview may be liable, you
must immediately and at your own expense (i) stop using the Stock File; (ii) delete or remove the Stock File
from your premises, computer systems and storage (electronic or physical); and (iii) ensure that your clients,
printers or ISPs do likewise. Prismview will provide you with replacement Stock Files (which shall
be determined by Prismview in its reasonable commercial judgment) free of charge, but subject to
the other terms and conditions of this Agreement.
You may not use, export, import, or transfer the Stock Files except as authorized by U.S.
law, the laws of the jurisdiction in which you obtained the Stock Files, and any other applicable laws. In
particular, but without limitation, the Stock Files may not be exported or re-exported (a) into any United
States embargoed countries; or (b) to anyone on the U.S. Treasury Department’s list of Specially
Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using
the Stock Files, you represent and warrant that (i) you are not located in a country that is subject to a U.S.
Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting”
country and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You also
will not use the Stock Files for any purpose prohibited by U.S. law, including the promotion, development, design,
manufacture or production of missiles, nuclear, chemical or biological weapons. You acknowledge and
agree that products, services or technology provided by Prismview are subject to the export
control laws and regulations of the United States. You shall comply with these laws and regulations and
shall not, without prior U.S. government authorization, export, re-export, or transfer Prismview
products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.
A. No statements made by Prismview's account executive(s) shall be binding unless incorporated herein in writing.
B. Time is of the essence. All past due amounts shall bear an annual interest rate of the
lesser of eighteen (18) percent or the maximum rate allowed by law.
C. Performance by Prismview shall be subject to delay by strikes, breakage, fires, unforeseen commercial delays, insurrections, wars, acts of terror, acts of God, governmental
regulations, or other causes beyond Prismview’s reasonable control.
D. If any part of this Agreement is found invalid or unenforceable, that part will be
amended to achieve as nearly as possible the intent and economic effect of the original
provision, and the remaining provisions shall continue in full force and effect. Headings
in this Agreement shall not be used to interpret the meaning of any provision hereunder
and otherwise shall be given no legal effect.
This document is a complete integration and final expression of the Agreement between
Customer and Prismview, and may not be amended, supplemented, or otherwise modified
except by written Agreement executed by authorized representatives of each.
and Prismview regarding the use of the Stock Files. Prismview's failure to exercise or enforce any right or
provision of this Agreement shall not operate as a waiver of such right or provision.
F. The section titles in this
Agreement are for convenience only and have no legal or contractual effect.
G. Your relationship to Prismview is that of an independent contractor, and neither party is an agent or partner of the other. This
Agreement, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or
otherwise transferred by you without Prismview's prior written consent, and any attempted
assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. The terms
Agreement shall be binding upon assignees.
H. Your use of the Stock File(s) must be in compliance with all applicable law, including but not limited to, laws
and regulations relating to export, currency, and the law of moral rights. This license will expressly not be
governed by the United Nations Convention on Contracts for the International Sale of Goods. No failure of
either party to exercise or enforce any of its rights hereunder will serve as a waiver of such rights. This
Agreement shall be governed in all respects by the laws of the State of Utah, excluding its body of law
relating to conflicts of law, and excluding the issue of copyright, including its validity, interpretation,
performance, breach, or other matter. Any and all disputes, controversies, demands, counts, claims, or
causes of action arising under this Agreement, with the above exceptions, shall be settled by arbitration
pursuant to the rules of the American Arbitration Association. Judgment upon any arbitration award may be
entered in the highest court having jurisdiction as provided herein. Prismview reserves the right to
pursue any claim or controversy relating to intellectual property rights, not by arbitration, but by a court
located in the State of Utah. In the event that either a court of competent jurisdiction directs us to go to court,
or the matter involves copyright, you agree to fully reimburse Prismview for its reasonable legal
fees, costs, and disbursements if Prismview is successful in the suit. Prismview reserves the
right to seek an injunction to prevent breach of your obligation to Prismview intellectual property
I. Prismview reserves the right to withdraw Stock Files from the site at any time, for
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