https://creativecommons.org/licenses/by-nc/3.0/

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ROYALTY FREE LICENSE AGREEMENT
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This Agreement governs the terms by purchasers of Gentleface Royalty Free
(ERF) Licenses obtain the right to use media provided by Gentleface.

In this Agreement: (i) "you" or the "Client" means you or, if you are
accepting on behalf of your employer or member account entity, then
"you" means that employer or entity and affiliates; (ii) "gentleface.com" or
"we" means Gentleface, operator of the Site; and (iii) "Content" means any
image, illustration, file, visual representation generated optically,
electronically, digitally or by any other means or in any media or other
material that you are downloading from the Site, together with any
accompanying material. 

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1. Standard License Terms
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We hereby grant to you a perpetual, non-exclusive, non-transferable
worldwide license to use the Content for the Permitted Uses (as defined
below). Unless the activity or use is a Permitted Use, you cannot do it.
All other rights in and to the Content, including, without limitation,
all copyright and other intellectual property rights relating to the
Content, are retained by Gentleface.

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2. Permitted Standard License Uses:
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(a) You may only use the Content for those advertising, promotional and
other specified purposes which are Permitted Uses (as defined below).
For clarity, you may not use the Content in products for resale, license
or other distribution, unless (i) the proposed use is allowable under an
Extended License which is available for the Content; or (ii) if the
original Content have been fundamentally modified or transformed
sufficiently that it constitutes an original work entitling the author
or artist to copyright protection under applicable law, and where the
primary value of such transformed or derivative work is not recognizable
as the Content nor is the Content 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 "Permitted Derivative
Work" for the purposes of this Agreement). For example, you cannot
superficially modify the Content, print it on a t-shirt, mug, poster,
template or other item, and sell it to others for consumption,
reproduction or re-sale. These uses will not be permitted as or
constitute Permitted Derivative Works. If there is any doubt that a work
is a Permitted Derivative Work, you should either obtain an Extended
License or contact GentlefaceÕs Client Relations for guidance. Any use of
the Content that is not a Permitted Use shall constitute infringement of
copyright.

(b) Seat Restrictions. Only you are permitted to use the Content,
although you may transfer files containing Content or Permitted
Derivative Works to your clients, printers, or ISP for the purpose of
reproduction for Permitted Uses, provided that such parties shall have
no further or additional rights to use the Content and cannot access or
extract it from any file you provide. You may install and use the
Content in only one location at a time, although subject to the
Prohibited Uses and the other terms of this Agreement, you are entitled
to utilize the Permitted Uses an unlimited number of times. You may
physically transfer the Content and its archives from one location to
another, in which case you may use the Content at the new location
instead. If you require the Content to be in more than one location or
accessible by more than one person, you must download the Content from
the Site for each such use or contact Gentleface to obtain a multi-seat
license for the Content. You may make one (1) copy of the Content solely
for back-up purposes, and you must reproduce all proprietary notices on
this single back-up copy.

(c) Permitted Uses. Subject to the restrictions described under
Prohibited Uses below, the following are "Permitted Uses" of Content:

   1. advertising and promotional projects, including printed materials,
product packaging, presentations, film and video presentations,
commercials, catalogues, brochures, promotional greeting cards and
promotional postcards (ie. not for resale or license);
   2. entertainment applications, such as books and book covers,
magazines, newspapers, editorials, newsletters, and video, broadcast and
theatrical presentations;
   3. onÐline or electronic publications, including web pages to a
maximum of 800 x 600 pixels, but excluding use in web-based or desktop
prototyping or page building tools and applications;
   4. prints, posters (i.e. a hardcopy) and other reproductions for
personal use or promotional purposes specified in (1) above, but not for
resale, license or other distribution; and
   5. commercial applications that use the icons as part of a product 
or service for sale or for fee-based usage;
   6. any other uses approved in writing by Gentleface.

If there is any doubt that a proposed use is a Permitted Use, you should
contact Gentleface for guidance.

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3. Standard License Prohibitions
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(a) Prohibited Uses. You may not do anything with the Content that is
not expressly permitted in the preceding section. For greater certainty,
the following are "Prohibited Uses" and you may not:

   1. sub-license, re-sell, rent, lend, assign, gift or otherwise
transfer or distribute the Content or the rights granted under this
Agreement;
   2. install and use the Content in more than one location at a time or
post a copy of the Content on a network server or web server for use by
other users;
   3. use or display the Content in an electronic format that enables it
to be downloaded or distributed via mobile devices or shared in any
peer-to-peer or similar file sharing arrangement;
   4. either individually or in combination with others, reproduce the
Content, or an element of the Content, in excess of 500,000 times
without obtaining a Rights Managed License Agreement, in which event you 
will be required to obtain a Rights Managed License with Gentleface. 

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4. Excess Reproduction Run
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In the event you contravene subparagraph 3(a)(iv) above without
purchasing a Rights Managed License, you further agree to notify Gentleface 
in the event that you (or a combination of you and others involved with
you) reproduce the Content, or an element of the Content in excess of
500,000 times. Such disclosure notice must be sent to Gentleface in order
create terms of a Rights Managed Agreement.

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5. Term of Agreement
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(a) This Agreement is effective until it is terminated. You can
terminate this Agreement by destroying the Content and any Permitted
Derivative Works, along with any copies or archives of it or
accompanying materials (if applicable), and ceasing to use the Content
for any purpose. The Agreement also terminates without notice from
Gentleface if at any time you fail to comply with any of its terms. Upon
termination, you must immediately (i) cease using the Content and for
any purpose; (ii) destroy or delete all copies and archives of the
Content or accompanying materials; and (iii) if requested, confirm to
Gentleface in writing that you have complied with these requirements.

(b) Gentleface reserves the right to elect at a later date to revoke or
amend the license granted by this Agreement and replace the Content with
an alternative for any reason. Upon notice, sent to the address or
contact information provided by you for your member account, or such
other address as you may advise us in writing to use, from time to time,
of such replacement, the license for the replaced Content immediately
terminates for any products that do not already exist, and this license
automatically applies to the replacement Content. You agree not to use
the replaced Content, or any Permitted Derivative Works, for future
products and to take all reasonable steps to discontinue use of the
replaced Content, or any Permitted Derivative Works, in products that
already exist.

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6. Limited Representations and Warranties
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(a) THE CONTENT ARE PROVIDED "AS IS" WITHOUT REPESENTATION, WARRANTY OR
CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT
LIMITED TO THE IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OF
MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. Gentleface DOES NOT
REPRESENT OR WARRANT THAT THE CONTENT WILL MEET YOUR REQUIREMENTS OR
THAT ITS USE WILL BE UNINTERRUPTED OR ERROR FREE. THE ENTIRE RISK AS TO
THE QUALITY AND PERFORMANCE OF THE CONTENT IS WITH YOU. SHOULD THE
CONTENT PROVE DEFECTIVE, YOU (AND NOT GENTLEFACE) ASSUME THE ENTIRE RISK AND
COST OF ALL NECESSARY CORRECTIONS.

(b) Certain jurisdictions do not allow the exclusion of implied
warranties, so the above exclusion may not apply to you. You have
specific rights under this warranty, but you may have others, which vary
from jurisdiction to jurisdiction.

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7. Limitation of Warranties and Liability
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(a) Gentleface's entire liability and your exclusive remedy, with respect to
any claims arising out of your use of the Content, or out of your
actions in downloading the Content, shall be as follows:

   1. You may, upon request to Gentleface, be permitted to download the
Content again, at a location Gentleface will provide for you;
   2. If you continue to be unable to download the Content, Gentleface will
refund the fee actually paid by you for such Content, provided Gentleface
determines in its sole and absolute discretion that you have been unable
to download such Content successfully.

(b) IN NO EVENT SHALL Gentleface OR ANY OF ITS AFFILIATES OR THEIR
RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, PARTNERS OR
AGENTS BE LIABLE FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, OR
CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING DAMAGES FOR LOSS OF PROFITS,
INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS)
IN CONNECTION WITH ANY CLAIM, LOSS, DAMAGE, ACTION, SUIT OR OTHER
PROCEEDING ARISING UNDER OR OUT OF THIS AGREEMENT, INCLUDING WITHOUT
LIMITATION YOUR USE OF, RELIANCE UPON, ACCESS TO, OR EXPLOITATION OF THE
CONTENT, OR ANY PART THEREOF, OR ANY RIGHTS GRANTED TO YOU HEREUNDER,
EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER
THE ACTION IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE),
INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR OTHERWISE.

(c) IN ANY EVENT, THE TOTAL MAXIMUM AGGREGATE LIABILITY OF Gentleface UNDER
THIS AGREEMENT, THE LICENSE PROVIDED HEREUNDER, OR THE USE OR
EXPLOITATION OF ANY OR ALL OF THE CONTENT IN ANY MANNER WHATSOEVER SHALL
BE LIMITED TO THE FEES ACTUALLY PAID BY YOU TO Gentleface UNDER THIS
AGREEMENT IN RESPECT OF THE USE OF THE RELEVANT CONTENT.

(d) SOME JURISDICTIONS DO NOT ALLOW FOR THE LIMITATION OR EXCLUSION OF
LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE
LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

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8. Indemnification
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You agree to indemnify, defend and hold Gentleface, its affiliates, its
Content providers and their respective directors, officers, employees,
shareholders, partners and agents (collectively, the "Gentleface Parties")
harmless from and against any and all claims, liability, losses,
damages, costs and expenses (including reasonable legal fees on a
solicitor and client basis) incurred by any Gentleface Party as a result of
or in connection with any breach by you or anyone acting on your behalf
of any of the terms of this Agreement.

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9. General Provisions
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(a) You specifically agree and acknowledge that you have, in addition to
the terms of this Agreement, reviewed the terms of the Membership
Agreement and Terms of Use and any other agreements which may be
incorporated by reference therein, and to the extent of their
incorporation in this Agreement you agree to be bound by them.

(b) Gentleface's failure to insist upon or enforce strict performance of any
provision of this Agreement shall not be construed as a waiver of any
provision or right.

(c) This Agreement is personal to you and is not assignable by you
without Gentleface's prior written consent. Gentleface may assign this Agreement
without your consent to any other party so long as such party agrees to
be bound by its terms.

(d) If all or part of any provision of this Agreement is wholly or
partially unenforceable, the parties or, in the event the parties are
unable to agree, a court of competent jurisdiction, shall put in place
of such whole or part provision an enforceable provision or provisions,
that as nearly as possible reflects the terms of the unenforceable whole
or part provision.

(e) 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 Content,
pursuant to this Agreement.

(f) This Agreement will be governed under the laws of the Province of
Alberta and the federal laws of Canada applicable therein (without
reference to conflicts of laws principles). This Agreement will not be
governed by the United Nations Convention on Contracts for the
International Sale of Goods, the application of which is expressly
excluded. You consent to service of any required notice or process upon
you by registered mail or overnight courier with proof of delivery
notice, addressed to the address or contact information provided by you
at the time the Content was downloaded, or such other address as you may
advise us in writing to use, from time to time.

(g) Any and all disputes arising out of, under or in connection with
this Agreement, including without limitation, its validity,
interpretation, performance and breach, shall be finally settled under
the Rules of Arbitration of the International Chamber of Commerce by a
single Arbitrator appointed in accordance with such rules. The
arbitration shall take place in Calgary, Alberta, and shall be conducted
in the English language.

(h) The parties have requested that this Agreement and all related
documents be drawn up in English. Les parties ont demand que cette
convention ainsi que tous les documents qui s'y rattachent soient en
anglais.

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10. Contact
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If you have concerns relating to this Agreement, please contact Gentleface
at http://gentleface.com/ or via phone at +42 0 608 876 686.

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11. Acknowledgement
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YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND
HAD AN OPPORTUNITY TO SEEK INDEPENDENT LEGAL ADVICE PRIOR TO AGREEING TO
IT. IN CONSIDERATION OF GENTLEFACE AGREEING TO PROVIDE THE CONTENT, YOU
AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. YOU
FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE
AGREEMENT BETWEEN YOU AND GENTLEFACE, WHICH SUPERSEDES ANY PROPOSAL OR PRIOR
AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN YOU AND
GENTLEFACE RELATING TO THE SUBJECT OF THIS AGREEMENT.

gentleface 2009. All rights reserved.
