Winamp Artwork License Agreement

BY USING OR DOWNLOADING THE ARTWORK, YOU SIGNIFY YOUR AGREEMENT TO THESE TERMS, WHICH HAS THE SAME FORCE AND EFFECT AS AN AGREEMENT SIGNED IN WRITING. You further agree that any disputes over this Agreement or the Artwork shall be governed by Virginia law and resolved in a state or federal court in Virginia.

1. LICENSE GRANT. Subject to your agreement to and compliance with the following terms (either “Terms” or “Agreement”), Nullsoft, Inc. (“we” or “us”) hereby grant you a non-exclusive, non-sublicensable, revocable and non-transferable license to use certain Winamp logos, canvas backgrounds and audio files (collectively, “Artwork”) located at http://www.winamp.com/promote for the sole purpose of creating stickers, logos, wallpapers or using the audio files for your personal, non-commercial use only or, for such other purposes as expressly authorized in writing by us (collectively, “Permitted Purpose”). We reserve the right to delete or modify any Artwork at any time and without notice to you or revoke any license at any time and for any reason.

2. OWNERSHIP. The Artwork, including its components is protected by copyright, trademark and other intellectual property laws. Nothing in this Agreement shall grant you any right, title or interest in or to the Artwork. All use by you of Artwork (including any goodwill associated therewith) shall inure to our benefit.

3. ADDITIONAL REQUIREMENTS AND RESTRICTIONS. You agree that you will:

• Use only that Artwork provided by us at http://www.winamp.com/promote;
• Use the Artwork only as provided, for example, without any cropping or other alteration and with sufficient clear space surrounding it so as to avoid creating the impression of a composite mark;
• Ensure that wordmarks contained in the Artwork appear in white and the Artwork, as a whole, appears on a solid white background;
• Use the Artwork solely for a Permitted Purpose;
• Not use the Artwork in any manner that can be reasonably interpreted to give the false impression of an affiliation with, sponsorship, or endorsement by us, or to suggest falsely that editorial content has been authored by, or represents the views or opinions of us, our officers, directors, employees, agents or affiliates;
• Not use the Artwork in a manner, or in connection with any content, that is misleading, defamatory, infringing, libelous, disparaging, obscene or violates any law or regulation or is otherwise objectionable to us.

4. TERMINATION. This Agreement automatically terminates if you fail to comply with these Terms or at any time in our sole discretion. All provisions of this Agreement, except for the license grant in Section 1 above, survive the termination of this Agreement.

5. DISCLAIMER OF WARRANTY.

WE PROVIDE THE ARTWORK “AS IS” AND WITH ALL FAULTS. WE DISCLAIM ALL EXPRESS WARRANTIES AND ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INTERFERENCE, NON-INFRINGEMENT OR ACCURACY, UNLESS SUCH IMPLIED WARRANTIES ARE LEGALLY INCAPABLE OF EXCLUSION.

NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY US SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF ANY WARRANTY THAT CANNOT BE DISCLAIMED UNDER APPLICABLE LAW.

IF ANY IMPLIED WARRANTY MAY NOT BE DISCLAIMED UNDER APPLICABLE LAW, THEN SUCH IMPLIED WARRANTY IS LIMITED TO 30 DAYS FROM THE DATE YOU ACQUIRED THE NULLSOFT MARKS FROM US.

6. LIMITATION OF LIABILITY.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE OR OUR PARENT, SUCCESSORS, AFFILIATES, DIRECTORS, EMPLOYEES, LICENSORS, SUPPLIERS, AGENTS OR DISTRIBUTORS (COLLECTIVELY, THE "NULLSOFT GROUP") BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT OR THE USE OF ANY ARTWORK, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, LOST PROFITS, LOSS OF DATA, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.

IN ANY CASE, THE NULLSOFT GROUP'S ENTIRE COLLECTIVE LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT SHALL NOT EXCEED USD $100. YOU AGREE THAT THIS REMEDY APPLIES EVEN IF IT DOES NOT FULLY COMPENSATE YOU FOR ANY LOSSES, OR FAILS OF ITS ESSENTIAL PURPOSE, OR IF THE NULLSOFT GROUP KNEW OR SHOULD HAVE KNOWN ABOUT THE POSSIBILITY OF DAMAGES.

7. ELECTRONIC NOTICES. YOU AGREE TO TRANSACT WITH US AND ENTER INTO THESE TERMS ELECTRONICALLY. YOU AUTHORIZE US TO PROVIDE YOU ANY INFORMATION AND NOTICES REGARDING THE ARTWORK OR THIS AGREEMENT (“NOTICES”) IN ELECTRONIC FORM. WE MAY PROVIDE NOTICES TO YOU BY POSTING THE NOTICE ON http://www.winamp.com or any successor url OR ANY WEB OR MOBILE PAGE THAT WE MAY DESIGNATE FOR THIS PURPOSE. The delivery of any Notice is effective when sent or posted by us, regardless of whether you read the Notice or actually receive the delivery. This Agreement has the same force and effect as an agreement signed in writing.

8. INDEMNIFICATION. Upon a request by us, you agree to defend, indemnify, and hold harmless us and our parent and other affiliated companies, and our respective employees, contractors, officers, directors, suppliers and agents and distributors from all liabilities, claims, and expenses, including attorney's fees that arise from your breach of this Agreement. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses.

9. CHOICE OF LAW AND LOCATION FOR RESOLVING DISPUTES. You agree that the laws of the Commonwealth of Virginia govern this Agreement and any claim or dispute that you may have against us, without regard to Virginia’s conflict of laws rules. You further agree that any disputes or claims that you may have against us will be resolved by a court located in the Commonwealth of Virginia and you agree and submit to the exercise of personal jurisdiction of such courts for the purpose of litigating any such claim or action.

BY AGREEING TO THESE TERMS OF USE, YOU ARE: (1) WAIVING CLAIMS THAT YOU MIGHT OTHERWISE HAVE AGAINST US BASED ON THE LAWS OF OTHER JURISDICTIONS, INCLUDING YOUR OWN; (2) IRREVOCABLY CONSENTING TO THE EXCLUSIVE JURISDICTION OF, AND VENUE IN, STATE OR FEDERAL COURTS IN THE COMMONWEALTH OF VIRGINIA OVER ANY DISPUTES OR CLAIMS YOU HAVE WITH US; AND (3) SUBMITTING YOURSELF TO THE PERSONAL JURISDICTION OF COURTS LOCATED IN THE COMMONWEALTH OF VIRGINIA FOR THE PURPOSE OF RESOLVING ANY SUCH DISPUTES OR CLAIMS.

10. GENERAL TERMS. This Agreement and any supplemental terms constitute the entire agreement concerning the subject matter of this Agreement. In the event a court holds that a specific term of this Agreement is unenforceable, then such provision shall be limited to the minimum extent necessary and replaced with a valid provision that best embodies the intent of these Terms, so that this Agreement and its remaining terms shall remain in full force and effect. We and you are independent entities, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between we and you.

Last updated: February 4, 2010