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This License Agreement (“Agreement”) constitutes a legally binding agreement made between you, whether personally or on behalf of an entity (“you” or “Licensee”) and Great Computer Corporation, a company organized and existing under the laws of the Republic of China (Taiwan) with registered address at 4F-1, No.236, Fude 2nd Rd., Xizhi District, New Taipei City 22151, Taiwan (“GCC”). This Agreement sets forth the rights and obligations regarding the graphics you have purchased from GCC’s e-shop website (“Graphics”). “Graphics” shall refer to any computer based images including raster photographs or illustrations, or vectors made up of scalable elements including but not limited to points, lines and curves, which are available for Licensee to purchase from GCC’s e-shop website.

 

Please review this License Agreement before you purchase Graphics from GCC’s e- shop website at www.gccwebshop.com (“GCC Website”). You must agree to this License Agreement if you want to purchase Graphics from GCC Website. By purchasing and downloading the Graphics by following the steps provided on the GCC Website, you represent and warrant that you are lawfully able to enter into and perform a legally binding contract, and agree to be bound by the terms and conditions in this License Agreement. If you are acting for a legal entity, you represent and warrant that you are fully authorized to bind Licensee to this License Agreement.

 

1.    Rights Granted.

GCC hereby grants to Licensee a non-exclusive, revocable, non-transferable, worldwide license for use of the Graphics with GCC’s products.

 

2.   Restrictions on License and Prohibited Use.

Licensee shall not, under any circumstances, use the Graphics for any purpose other than as described in Section

 

1. Restrictions and prohibited use include, but are not limited to, the following:

 

a. use the Graphics to develop or create any product that compete with the Graphics;

b. customize, modify, enhance or change the Graphics other than as expressly permitted in this Agreement;

c. decompile, disassemble or otherwise reverse - engineer, copy or clone the Graphics;

d. resale, redistribution, sharing or transfer of the Graphics to any third party;

e. use the Graphics in ways that would be considered defamatory, obscene, or illegal;

f.  use the Graphics in any way that infringes the copyright, trademark or other intellectual property rights of any third party; or

g. use the Graphics (in whole or in part) as a trademark, service mark, logo or any other marks or attempt to register in any jurisdiction any of the Graphics (in whole or in part) as a trademark.

 

3.   Copyright in Graphics.

Licensee acknowledges that the Graphics are proprietary to the original licensor, Icons8 LLC (the “Original Licensor”), and that GCC has been granted license by the Original Licensor to sell and distribute the Graphics in accordance with the terms and conditions of this Agreement. The ownership right, title or interest in or to the Graphics or any intellectual property rights, including copyrights and trademarks contained therein ("IP Rights") are and shall remain vested to the Original Licensor. All references in this Agreement to the "purchase" of Graphics will mean the obtaining of a license to use the Graphics, and all references to "sale", "selling" of the Graphics will mean the granting of a license to use the Graphics.

 

4.   Payments.

In consideration of the rights granted under this Agreement, Licensee shall pay GCC a one-time license fee for the Graphics purchased on GCC Website. The amount of such license fee shall be as set forth at check-out for the purchase on GCC Website, and payment shall be made online at check-out for the purchase on GCC Website. The Graphics shall be delivered to the Licensee immediately upon completion of payment on GCC Website.

 

5.   GCC’s Representations and Warranties.

GCC represents and warrants that:

a. GCC has been granted the rights to license the Graphics under the terms of this Agreement by the Original Licensor;

b.  the Original Licensor has represented and warranted to GCC that the Graphics do not infringe any third party IP rights;

c. GCC makes no representations or warranties other than as expressly provided in this Section 5.

 

6.   Licensee's Representations and Warranties.

Licensee represents and warrants that:

a. Licensee will not modify, reverse engineer or otherwise take any action that infringes on the Original Licensor’s ownership and control of the Graphics;

b. Licensee shall not sell or distribute the Graphics as Licensee’s own products, or gives the impression or falsely present that Licensee is the original owner or creator of the Graphics;

c. Licensee shall take all necessary efforts to ensure that it protects the Graphics and IP Rights from infringement, and that it will not use the Graphics or IP Rights in a manner outside the scope of this Agreement;

 

7.   Indemnification.

a. GCC shall indemnify and hold harmless Licensee, its officers, directors, and employees, from and against any and all claims, damages, liabilities, costs and expenses (including reasonable attorneys' fee), arising out of or in any way connected with any breach of any representation or warranty made by GCC herein, provided that the Graphics are only used in accordance with this Agreement and the Licensee is not otherwise in breach of this Agreement. This indemnification does not apply to the extent any damages, costs or losses arise out of or are a result of modifications made by the Licensee to the Graphics.

 

b. Except to the extent prohibited by law, GCC's maximum aggregate liability to the Licensee (for any reason, whether based on contract, tort, or otherwise) shall be limited to the amount the Licensee has paid GCC for the Graphics that have directly caused or are directly attributed to the indemnification claim. GCC shall not be liable to the Licensee or any other person or entity for any punitive, special, indirect, consequential, incidental or other similar damages, costs or losses arising of out this Agreement.

 

c. Licensee shall indemnify and hold harmless GCC, its officers, directors, and employees, and Licensor (including its officers, directors and employees) from and against any and all claims, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising from Licensee’s breach of this Agreement.

 

8.   Disclaimer.

EXCEPT FOR THE EXPRESS LIMITED WARRANTIES SET FORTH IN THIS AGREEMENTAND TO THE EXTENT ALLOWED BY APPLICABLE LAW, GCC DISCLAIMS ALL OTHER WARRANTIES,WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, REGARDING THE GRAPHICS. GCC SPECIFICALLY DISCLAIMS, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, AND NON-INFRINGEMENT, AND THOSE ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE. EXCEPT AS OTHERWISE STATED IN THIS AGREEMENT, GCC DOES NOT WARRANT, GUARANTEE OR MAKE ANY REPRESENTATIONS THAT THE GRAPHICS WILL BE ERROR-FREE OR FREE FROM BUGS OR THAT ITS USE WILL BE UNINTERRUPTED, OR REGARDING THE USE, OR THE RESULTS OF THE USE, OF THE GRAPHICS, OR REGARDING THE ACCURACY OR RELIABILITY OF THE GRAPHICS.

 

9.   Electronic Storage.

Licensee shall retain any copyright symbol, the name of the Original Licensor, any identification number or any other information that may be affixed on the Graphics or embedded in the electronic file containing the Graphics, and to take all reasonable measures to protect the Graphics from unauthorized use by third parties.

 

10. General Provisions.

a.  Assignment. GCC may assign or transfer this Agreement. Licensee may not assign or transfer to anyone else the rights granted to Licensee in this Agreement without the prior written consent of GCC.

 

b.  Governing Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the Republic of China (Taiwan). In the event of any dispute arising out of or in connection with this Agreement, the parties agree to submit to the Taiwan New Taipei District Court as the court of first instance.

 

c.  Severability and Non-Waiver. If any provision of this License Agreement is found to be invalid, illegal, or unenforceable in any respect, the validity, legality and enforceability of the remaining portions of this License Agreement shall remain in full force and effect. No action of either party, other than express written waiver, may be construed as a waiver of any provision of this Agreement.

 

d.  Entire Agreement. This Agreement contains all the terms of the agreement between GCC and Licensee concerning the purchase and use of the Graphics by the Licensee. GCC shall have the right to modify the terms of this Agreement at any time, and such modifications will be deemed effective when posted on GCC Website.