Comping Agreement

THIS IS A LEGAL AGREEMENT BETWEEN YOU AND QA DIGITAL. READ THIS AGREEMENT IN ITS ENTIRETY BEFORE YOU DOWNLOAD ANY ILLUSTRATION. BY DOWNLOADING ANY ILLUSTRATION FROM OUR WEBSITE YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT.

Grant of License
QA Digital grants to you and your employer, if you are licensing on behalf of your employer, a nonexclusive, nonsublicensable right to use the image or images you have selected (hereinafter referred to as "QA Illustration"), on your personal computer. If you are entering into this Agreement on behalf of your employer, the License granted and restrictions and limitations recited herein apply to your employer as well as to you as representative of your employer. Should you cease working for your employer, your employer may continue to operate under this Agreement. You may not use the QA Illustration on more than one computer or workstation at a time, nor on a network or a multi-user system.

The QA Illustration may be used in materials for personal, noncommercial use and test or sample use, including comps and layouts. The QA Illustration may not be used in any final materials distributed inside of your company or any materials distributed outside of your company or to the public, including but not limited to, advertising and marketing materials or in any online or other electronic distribution system (except that you may transmit comps digitally or electronically to your clients for their review) and may not be distributed, sublicensed or made available for use or distribution separately or individually and no rights may be granted to the QA Illustration.

One copy of the QA Illustration may be made for backup purposes only but may only be used if the original QA Illustration becomes defective, destroyed or otherwise irretrievably lost. Except as specifically provided in this Agreement, the QA Illustration may not be shared or copied. This Agreement and License are effective as of the date you electronically accept this Agreement.

If you are unsure of your rights under this Agreement, or wish to use the QA Illustration in a manner not permitted by this Agreement, subject to the terms of a separate License Agreement, please contact QA Digital at 1.514.499.3000, or at info@qadigital.com for more information.

Warranty
For comping, QA Digital makes no warranty either expressed or implied, of merchantability, fitness for any particular use or compatibility with any computer or other kind of equipment. Neither QA Digital or any of its trustees, agents, employees, representatives or associates shall be liable to you or any other person or entity for any general, special, direct, indirect, consequential, incidental, or other damages arising out of this License or otherwise, including any lost profits or lost savings, even if a QA Digital representative has been advised of the possibility of such damages, or for any claim by any third party. Our maximum aggregate liability to you, and that of our dealers and suppliers, shall not exceed the amount you have paid for the QA Illustration.

General
The License will be governed and interpreted exclusively by the laws in force in the Province of Quebec, Canada, without regards to its conflict of law provisions. This license will not be governed by the United Nations Convention on Contracts for the International Sales of Goods, the application of which is expressly excluded. The parties submit to the exclusive jurisdiction of the Courts having authority in the Province of Quebec, Canada. If any part of this License if found void and unforceable, it will not affect the validity of the balance of the License, which shall remain valid and enforceable according to its terms. This License may only be modified in writing signed by an authorized officer of QA Digital.

All rights to the QA Illustration are owned by QA Digital and are protected by Canadian copyright laws, international treaty provisions and other applicable laws. QA Digital retains ownership of the QA Illustration and any subsequent copies on any media or any form, as well as all rights not expressly granted by this Agreement. A credit reading « © QA Digital, 1999. All rights reserved. » should appear adjacent to the QA Illustration or on an obvious credits page or screen.

You may not rent, transfer or grant any rights to the QA Illustration without prior written consent of QA Digital. However, this Agreement and the License to use the QA Illustration may be transferred to another person or legal entity if the following conditions are met: you or your employer, if you are licensing on behalf of your employer (i) transfer the QA Illustration without keeping or storing any copy, (ii) do not to utilize the QA Illustration in the future in any manner, (iii) transfer this physical Agreement to the transferee; and (iv) the transferee agrees to be bound by the terms hereof.

No action of QA Digital, other than an express written waiver or amendment signed by duly authorized representatives of QA Digital, may be construed as a waiver or amendment of any of the terms and conditions of this License Agreement.

The License contained in this Agreement will terminate automatically without notice from QA Digital if you, your client or your employer fail to comply with any terms or conditions of this Agreement.

Upon termination, you, your client and your employer must immediately (i) stop using the QA Illustration (ii) return the QA Illustration and all copies of it to QA Digital, and (iii) delete the QA Illustration and all copies from all magnetic media and destroy all other copies, or upon request of QA Digital, return all such copies to QA Digital. Use of the QA Illustration must be in compliance with all applicable law, including, but not limited to, laws and regulations relating to currency and the law of moral rights (pornographic, defamatory, libelous or otherwise unlawful use of a QA Illustration is prohibited). QA Digital reserves the right to discontinue the use of any QA Illustration for any reason and elect to replace the QA Illustration with an alternate QA Illustration. Upon notice of any discontinuance of a license for a particular QA Illustration, you, your client and your employer, if applicable, agree not to use the QA Illustration in the future.

If you are unsure of your rights under this Agreement, please contact QA Digital at 1.514.499.3000, or at info@qadigital.com for more information.