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	USER AGREEMENT Please read this User Agreement carefully. This Agreement establishes the terms and conditions of your use of this site, and of any image or other images you download from this site. It also contains disclaimers of liability and sets forth other material conditions. By clicking the box, you agree to the terms and conditions of this User Agreement. By accepting these terms, a legally binding contract will be formed between you and LuckyPix. LuckyPix reserves the right, at its discretion, to change, modify, add, or remove portions of these terms at any time. 1. Ownership of the Web Site and Images (a) LuckyPix is the exclusive owner of all Web Site Content, including all copyrights, trademarks, service marks, trade names, Web Site trade dress and/or other intellectual properties therein. No Web Site Content or Images may not be copied, reproduced, republished, uploaded, posted, transmitted, exploited, or distributed in any way, except as specifically permitted under this Agreement and the terms and conditions of the license granted herein. (b) If User makes any Non-Permitted Use of the Web Site Content or any Image, User shall indemnify LuckyPix and its Contributors for any damages, losses, costs or expenses which either LuckyPix or its Contributors may suffer as a result of a Non-Permitted Use. In addition, User will account for and remit to LuckyPix all profits lost by LuckyPix or earnings that User receives as a result of User's Non-Permitted Use. (c) User acknowledges that LuckyPix or Contributor owns all copyrights in the Images, and that the License granted to User under the terms and conditions herein confers no rights in or to the Image other than as expressly set forth herein. 2. License Granted User's sole right to use, display, reproduce or distribute an Image shall be pursuant to the terms and conditions of this Agreement and is conditioned upon User's compliance with such terms and conditions. (a) Rights-Protected: If User elects a Rights-Protected License, User is hereby granted a one-year limited, non-exclusive license to use the Image. A Rights-Protected License permits User to use, display, reproduce, and distribute an Image for a particular one-time use for one year from the date the Image is downloaded from the LuckyPix website. If User wishes to make any additional use of the licensed Image, the Image must be re-licensed for each additional use. For example, a Rights-Protected License grants User the right to reproduce an Image on a single brochure or print advertisement that may be distributed or placed one time only. If User's desires to use an Image on a brochure that will be distributed to many people or in an advertisements that will be placed on numerous occasions, User must select a Royalty-Free License. (b) Royalty-Free: If User elects a Royalty-Free License, User is hereby granted a non-exclusive, unlimited license to use the Image. A Royalty-Free License permits User to use, display, reproduce, or distribute an Image as many times and for as many individual uses as User wishes for the term of one year from the date the Image is downloaded from the LuckyPix website. User must elect a Royalty-Free License if User desires to use an Image for a brochure that will be generally distributed or for an advertisement that placed on a number of occasion. 3. User's Obligations By agreeing to these terms and conditions, the User agrees that: (a) When the image is used for an Editorial Purpose, User will display the appropriate copyright notice, as reflected with the Image on the pages of this website, on any and all material, website or publication on which the User displays or reproduces the Image; (b) Any material, web site or publication on or in connection with which User uses, displays or reproduces an Image for an Editorial Purpose will indicate that the Image is being reproduced under license from LuckyPix.com; (c) User will not assert or claim any copyrights in any Image; (d) User will not grant, or attempt to grant, any right to use, display, reproduce or distribute any Image, including but not limited to an assignment, license, sublicense of the Image or User's license granted under the terms of this Agreement; (e) If User learns of, or suspect there is, any unauthorized uses, reproduction of any Image available on LuckyPix.com, User will promptly notify LuckyPix of facts and circumstances known to User regarding such use or reproduction. 4. Modifications of Images User may modify the Image in any manner, such as by addition or subtracting graphic or text elements to the Image, or use the Image to create a Derivative Work, provided: (a) User does not claim, and hereby assigns, to LuckyPix any and all rights in and to the modified Image or the Derivative Work; and (b) User does not grant, or attempt to grant, to anyone else any right, title or interest in and to the modified Image or the Derivative Work. 5. Obscene, Defamation or Sensitive Uses (a) Obscene and Defamatory Uses are Prohibited: User will not use, display, reproduce or distribute an Image in connection with or in association with works that are or might be deemed to be pornographic or obscene in nature, or that are or might be deemed to be defamatory. (b) Sensitive Uses Require Advance Written Consent: Advanced written permission is required for use of an Image with any sensitive subjects, including but not limited to abortion (either pro life or pro choice), adoption, AIDS/HIV, alcohol, animal rights, birth defects, breasts and breast enhancements, cancer, child abuse, contraception, depression, drugs and substance abuse, eating disorders, fertility issues, genitalia issues, guns and weapons, menopause, religious and political groups, poverty, psychiatric issues, sexual issues, sexual harassment, substance abuse, suicide, teenage issues (including sexual and drug-related issues), and tobacco. If Contributor wishes to license an image for a sensitive subject, Contributor must e-mail LuckyPix notifying LuckyPix of the intended use and request sensitive subject permission. A minimum of forty-eight (48) hours is required to clear sensitive subject uses. LuckyPix reserves the right to decline, for any reason whatsoever, license requests for sensitive subjects. 6. License Fees, Payment, and Acceptance User agrees to pay any and all User Fees listed on LuckyPix.com associated with the Image and license selected by User. User acknowledges and agrees that its license to use an Image is conditioned upon its payment of the required License Fee. 7. LuckyPix Representations LuckyPix represents and warrants that it is free to convey the rights conveyed by this Agreement, has not previously made any grant, encumbrance or other disposition to others of such rights that would limit or alter the rights granted to User under this Agreement. 8. DISCLAIMER OR WARRANTY (a) LUCKYPIX.COM WEB SITE: LUCKYPIX MAKES NO WARRANTIES, AND HEREBY DISCLAIMS, ANY AND ALL EXPRESS OR IMPLIED WARRANTIES WITH RESPECT TO THE FUNCTIONALITY OF ITS WEB SITE, AND THE INFORMATION, DATA OR IMAGES CONTAINED THEREON. WHILE LUCKYPIX UNDERTAKES ALL REASONABLE EFFORTS TO MAINTAIN THE FUNCTIONALITY AND ACCURACY OF ITS LUCKYPIX.COM WEB SITE, LUCKYPIX DISCLAIMS ANY AND ALL LIABILITY FOR ANY LOSS, DAMAGE, CLAIM, OR EXPENSE RESULTING FROM USER'S USE OF LUCKYPIX'S WEB SITE. LUCKYPIX SHALL NOT BE LIABLE FOR ANY SERVER DOWNTIME OR LOST TRANSMISSIONS. ADDITIONALLY, LUCKYPIX SHALL NOT BE LIABLE FOR ANY DAMAGE, LOSS OR DETERIORATION OF IMAGES ON LUCKYPIX'S SYSTEM, OR FOR ANY SYSTEM FAILURES RESULTING FROM INTERACTING WITH LUCKYPIX.COM. (b) IMAGES: LUCKYPIX MAKES NO WARRANTIES, AND HEREBY DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED WARRANTIES, REGARDING OR RELATING TO ANY LICENSED IMAGE. LUCKYPIX SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO ANY LICENSED IMAGE, AND WITH RESPECT TO THEIR USE. ACCORDINGLY, USER ACCEPTS THE LICENSED MATERIALS "AS IS." (c) NO LIABILITY FOR LOST PROFITS OR DAMAGES: IN NO EVENT SHALL LUCKYPIX BE LIABLE FOR ANY LOST PROFITS, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR OTHER DAMAGES ARISING OUT OF THE DOWNLOADING, USE, DISPLAY, REPRODUCTION OR DISTRIBUTION OF ANY IMAGE. USER AGREES THAT IN NO EVENT SHALL LUCKYPIX'S LIABILITY EXCEED THE TOTAL FEES PAID HEREUNDER. 9. User's Indemnification User agrees to hold LuckyPix harmless from, and to indemnify LuckyPix against, any and all losses, liability, damages and expenses, including reasonable attorneys fees, which LuckyPix may incur or be obligated to pay, or for which LuckyPix may be liable or compelled to pay as a result of or in any action, claim or proceeding against LuckyPix arising out of the downloading, use, display, reproduction or distribution of any Image. 10. Termination (a) User's license to use, reproduce or distribute an Image, shall immediately terminate: (i) upon User's breach of any of the terms and conditions of this Agreement, including the making of a Non-Permitted Use; or (ii) Upon the expiration of the one year period commencing on the date on which User first downloads the Image from LuckyPix.com. (b) Upon termination of User's license to use, display, reproduce or distribute an Image, and unless the User has affirmatively renewed the license, the User shall: (i) have no further right to use, display, reproduce or distribute the Image; (ii) immediately cease the display, distribution, and reproduction of the Image and any material that contains the Image; and (iii) immediately destroy any and all material that contains or displays the Image. 11. Injunctive Relief User recognizes and acknowledges that the use, display, reproduction or distribution of any Image in a manner inconsistent with the provisions of this Agreement will cause Luckpix irreparable harm. Accordingly, in the event of User's actual or threatened breach of this Agreement, User agrees that LuckyPix shall have no adequate remedy at law and shall be entitled to immediate injunctive and other equitable relief, without bond and without the necessity of showing actual monetary damages. 12. Parties to the Agreement This Agreement is between LuckyPix and the User, who shall be the only parties that may enforce its terms and conditions. By downloading artwork from LuckyPix.com, User obtains no rights, title or interest in any Images other than the limited licenses set forth below. 13. Entire Agreement, Modifications and Waiver This Agreement constitutes the entire agreement between the User and LuckyPix, regarding any and all Images. The terms and conditions of this Agreement may be modified only upon a mutual, written agreement of signed by both parties. Any failure by LuckyPix to enforce any provision of this Agreement shall not constitute a waiver of that provision or of any other provision in this Agreement. 14. No Transfer or Assignment of this Agreement This Agreement and the license granted hereunder may not be sublicensed, transferred or assigned by User. 15. Choice of Law/Governing Law These terms and conditions are governed by and shall be construed in accordance with the laws of Illinois. User consents to the personal jurisdiction of the state and federal courts of the State of Illinois, and agrees that any and all suits or claims regarding or relating to this Agreement shall be brought only before the courts of the State of Illinois, in Cook County or the United States Court for the Northern District of Illinois. 16. Definitions (a) "Contributor" means either the Copyright Owner of an Image or the person who submits an Image pursuant to the terms of LuckyPix's Contributor Agreement. (b) "Copyright Owner" means the person who is represented to LuckyPix under this Agreement as the owner of the copyright in any Image. (c) "Derivative Work" means a work or image, or graphic design based upon one or more Images. (d) "Editorial Purpose" means a newsworthy, non-promotional purpose such as those made in magazines, newspapers, and on book jackets. (e) "Image" means the digital images on the LuckyPix.com web site that are available to be licensed by Users, whether they be transmitted as digital files, by CD-ROM, or any other manner. (f) "License Fees" means all monies required to be paid to LuckyPix by User pursuant to the terms of this Agreement for the right to use, reproduce or distribute an Image to a User Agreement of an Image. (g) "LuckyPix" means LuckyPix LLC, an Illinois limited liability corporation located and doing business at 1609 N. Wolcott in Chicago, Illinois 60622. (h) "Non-Permitted Use" means any use not specifically allowed under the terms and conditions of this Agreement. (i) "Permitted Use" means any use specifically allowed by the terms and conditions of this Agreement. (j) "User" means any person (whether an individual, corporation, or other) who purchases a license to use an Image from LuckyPix pursuant to the term of this Agreement. (k) "Web Site Content" means all designs, icons, written and other materials located on the LuckyPix.com website.