Terms of Use
Compliance Cartoons Royalty Free Licensing Agreement
This is a legal agreement between you (“USER”) and Compliance Cartoons Joint Venture (“COMPLIANCECARTOONS”) when used herein shall mean COMPLIANCECARTOONS, or its wholly owned subsidiaries, this license agreement applies, without limitation, to the products currently located at http://www.compliancecartoons.com, any international or other versions of the foregoing, future COMPLIANCECARTOONS websites and/or any products. 

Please read the following terms and conditions.  USER acceptance of these terms is an absolute condition to USER’S access to and use of any Product(s).  Downloading and/or using any products from COMPLIANCECARTOONS confirms USER’S acceptance of these terms and forms a legal contract between USER and COMPLIANCECARTOONS.  COMPLIANCECARTOONS reserves the right to change any of the terms of this Agreement at any time, and USER agrees to be bound by such changes.  If USER does not agree to the following terms, as may be amended, do not download or use any Product(s).

“Product(s)” shall mean interactions, animations, graphics, illustrations, or any other product on the COMPLIANCECARTOONS website, regardless of whether the Product(s) are obtained via download from any COMPLIANCECARTOONS website, delivered via any storage media (CD, DVD, disk, etc.),  received via electronic means (email), or obtained from a COMPLIANCECARTOONS authorized distributor.
“Storage Media” shall mean CD-ROM, digital video disc (DVD) or any other storage device or media now known, or hereafter created.

The Product(s) are copyrighted and protected under the various laws of the United States, International treaties and other applicable laws.  The Product(s) shall remain the sole and exclusive property of COMPLIANCECARTOONS, or its licensors.  Use of Product(s) are licensed, not sold, pursuant to the terms of this License Agreement.  Use of Product(s) without agreeing to this License Agreement, or a breach of these License Agreement terms, is copyright infringement.
C.  Grant:  adhere
(I) Paid License.
COMPLIANCECARTOONS grants the USER a non-exclusive and non-transferable license to use Product(s) only as provided in this License Agreement.
IF USER is licensing Product(s) from COMPLIANCECARTOONS third party suppliers, special license terms from the third party suppliers may apply.  Please see the individual website for details of any special license terms.
D.  Number of Users (defined above):
(I)  USER is granted an unlimited user license for use of the Product(s). 
E.  Permitted Uses (subject to Section 1(F) below).  USER may:
(I)  Use the Product(s) on any internal Intranet, LMS, or on an unlimited number of machines within the same organization only, and cannot be distributed to other companies or third parties under this agreement.
(II)  Use the Product(s) for any other uses approved in writing by COMPLIANCECARTOONS.
F.  Prohibited Uses.  USER may NOT:
(I)  Sublicense, distribute, transfer or assign Product(s) or rights to the Product(s).
(II)  Reverse engineer, decompile, translate, or disassemble any part of the Product(s).
(III) Copy or reproduce Product(s), except as specifically provided for in Section 1(E).
(IV) Remove any copyright or trademark from any place where it appears on the Product(s).
(V) Use the Product(s) to compete with COMPLIANCECARTOONS.  COMPLIANCECARTOONS is in the business of licensing Product(s) to its customers.  It is the specific intent of this provision to prohibit USER from using the Product(s) to enter into, either directly or indirectly, a similar or competing business.
(VI) USER may not claim intellectual or exclusive ownership to any of our Product(s), standard or customized.  All Product(s) are property of COMPLIANCECARTOONS.
(VII) Use the Product(s) in any downloadable format intended for multiple distribution;  contact sales@compliancecartoons.com for information.
(VIII) Use the Product(s) in any way that could be considered defamatory, pornographic, libelous, immoral, obscene, fraudulent, or illegal.
(IX) Use the Product(s) beyond any limitations or restrictions noted on a COMPLIANCECARTOONS website.
G.  Additional Terms
(I) COMPLIANCECARTOONS reserves the right to (i) not permit use of any Product(s) for any reason whatsoever; and (ii) notify USER that certain Product(s) are no longer available for use.  Upon such notification, the license to use such Product(s) shall automatically and immediately terminate.
(II) All other rights not expressly granted to USER are reserved solely for COMPLIANCECARTOONS.
(III) COMPLIANCECARTOONS reserves the right to replace Product(s) with an alternative Product(s) for any reason.  Upon notice of such replacement, the license for the replaced Product(s) immediately, and automatically, terminates for any use of the Product(s) that does not already exist, and this License Agreement shall automatically apply to any replacement Product(s).

2.  PAYMENT TERMS
USER agrees to pay all Product(s) license fees, and no rights are granted under this Agreement until all payments are made in full.  A service charge of two percent (2%) per month, or the amount allowed by law, will be charged on any unpaid balance.  Any claims for adjustments must be made to COMPLIANCECARTOONS within five (5) days of billing.  USER shall be liable for all past due amounts, interest and costs of collection, including attorney’s fees.  Refunds are governed by the terms of the individual service used.  Please see Section 11 below for terms applicable to refunds in the event of cancellation.

3.  TERMINATION
A. This License Agreement is effective until it is terminated.
(I) This License Agreement will terminate automatically, without notice from COMPLIANCECARTOONS, if USER fails to comply with any provision of this License Agreement.
(II) USER can terminate this Agreement by destroying the Product(s), along with any copies or archives, any CD-ROM or accompanying materials (if applicable), and ceasing all use of the Product(s) for any purpose.  Such termination may not affect payment obligations.
B.  COMPLIANCECARTOONS may, in its sole discretion:  (i) monitor, as frequently as COMPLIANCECARTOONS determines, anything USER downloads from our websites.
C.  Upon termination of this Agreement, USER agrees to (i) destroy all copies and archives of the Product(s), (ii) cease using the Product(s) for any purpose, (iii) confirm to COMPLIANCECARTOONS in writing that USER has complied with these requirements.

4.  WARRANTY AND LIMITATION OF LIABILITY
A.  COMPLIANCECARTOONS represent and warrants that:
(I)  it has the right to enter into this Agreement and to grant the rights hereunder;
(II) the Product(s) or other Storage Media (if applicable) will be free from defects in materials and workmanship under normal use for a period of 30 days from the date of license; and
(III) the Product(s) as provided hereunder, and used as permitted herein, will not infringe any copyright, trademark, moral right, right of privacy or any other intellectual property right of any third party.
B.  Disclaimer of Warranty.  Except as provided in Section 4(A) above, the Product(s), Storage Media and accompanying materials (if applicable) are provided “as is” without warranty of any kind, either express or implied, including, but not limited to the implied warranties of merchantability, or fitness for a particular purpose.  COMPLIANCECARTOONS makes no warranties for any products that have been modified or altered by USER and shall be solely responsible for any claims relating to or arising out of USER modification and use of the products.  COMPLIANCECARTOONS grants no rights or warranties with respect to the use of names, trademarks, logo types, copyrighted designs or works of art or architecture depicted in any product, and the USER must satisfy itself that all necessary rights, consents, or permissions as may be required are obtained.  COMPLIANCECARTOONS does not warrant that the Product(s), websites or other materials will meet USER’S requirements or that use will be uninterrupted or error free.  The entire risk as to the quality, performance and use of the Product(s) is solely with USER.  The USER understands that he/she should seek competent counsel before using the Product(s) on or in connection with any goods or services or for any other entity for any general, punitive, special, indirect, consequential or incidental damages, or lost profits or any other damages, costs or losses arising out of USER’S use of the Product(s), COMPLIANCECARTOONS’ breach of this agreement or otherwise, even if COMPLIANCECARTOONS has been advised of the possibility of such damages, costs or loses.  In no event, shall COMPLIANCECARTOONS’ total aggregate liability to the USER, or any third party claiming through the USER, arising out of or in connection with the USER’S use of or inability to use the Product(s) (whether in contract, tort or otherwise) exceed five (5) times the monetary amount actually received by COMPLIANCECARTOONS for the USER’S use of the application Product(s).
C  USER represents, warrants and covenants that:
(I) USER is at least eighteen (18) years of age and has the full right and authority to enter into this License on behalf of USER and/or USER’S company, employer or principal;
(II) USER does not reside in any country to which export of US products are prohibited or restricted and USER may not ship, transfer or export any of the Product(s) into any country or use any of the Product(s) in any manner prohibited by any laws, restrictions or regulations;
(III) USER will not use the Product(s) in any what that is not permitted by this License;
(IV) USER’S use of the Product(s) will not violate any applicable law or regulation of any country, state or other governmental entity.
(V) The information that USER provides COMPLIANCECARTOONS is accurate and true, including, without limitation, all credit card or other payment information and USER shall update such information as necessary.
(VI) USER is solely responsible for determining whether use of any Product(s) requires the consent of any other party or the license of any additional rights.  If USER is unsure whether additional rights are needed for use of the Product(s) USER is responsible for consulting with competent legal counsel; and
(VII) If USER is acting as an agent, USER must inform client/principal of the terms of this License.

5. LIMITATION OF REMEDIES
A. Replacement or Refund:
COMPLIANCECARTOONS’ entire liability and USER’S exclusive remedy, with respect to any claims arising out of this Agreement, except as set out in Section 6 below, shall be at COMPLIANCECARTOONS’ sole discretion, either: (i) replacement of Product(s); or (ii) refund of any fee paid for the specific Product(s).  Any claims must be brought within twelve (12) months of the date that USER discovers such claim, or reasonably should have discovered such claim, or shall be waived.  See Section 11 for other refund terms that may apply.

6. INDEMNIFICATION
USER agrees to indemnify and hold COMPLIANCECARTOONS, its affiliates, parents, subsidiaries, employees, directors, officers, successors, assigns, distributors and anyone else associated with COMPLIANCECARTOONS, harmless from, and against, any and all claims, liabilities, costs, damages, or expenses (including attorney fees) asserted against COMPLIANCECARTOONS arising out of USER’S use of the Product(s) or in connection with any breach of any of the terms of this Agreement.  Provided that the Product(s) are used only in accordance with this Agreement and USER is not otherwise in breach of this Agreement.  COMPLIANCECARTOONS shall defend, indemnify and hold USER harmless from all damages (excluding punitive damages), liabilities and expenses (including reasonable attorney’s fees and authorized costs), arising out of or in connection with any actual or threatened lawsuit, legal proceeding or claim alleging that COMPLIANCECARTOONS is in breach of its warranties set out in Section 4 above.  The foregoing states COMPLIANCECARTOONS’ entire indemnification obligation under this Agreement and USER’S sole and exclusive remedy for any actual breach of COMPLIANCECARTOONS’ representations and warranties set forth herein.  COMPLIANCECARTOONS shall have no obligation under this Section 6 unless USER promptly provides COMPLIANCECARTOONS with written notice of such claim.  COMPLIANCECARTOONS shall have no liability or duty to indemnify if the claims, liabilities, costs, damages, or expenses result from:  (i) the modification or alteration of the Product(s) by anyone other than COMPLIANCECARTOONS or (ii) the combination of the Product(s) with any downloadable format intended for multiple distribution to the extent that such claims would not have arisen had such modification or combination not been made.  At the indemnifying party’s option, the indemnifying party may assume the handling, settlement or defense of any claim or litigation and the indemnified party shall reasonably cooperate in the defense thereof.  The indemnified party shall have the right to participate in the litigation, at its own expense, through counsel selected by the indemnified party giving notice of the claim for which indemnity is sought.

7. GENERAL
A. Enforceability:
If any provision of this Agreement is held to be not enforceable, such provision shall be reformed only to the extent to make it enforceable, consistent with the parties’ intent.
B. Taxes and other:
USER agrees to pay and be solely 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 USER, or USER’S use of the Product(s), pursuant to this Agreement.
C. Waiver.  No action of COMPLIANCECARTOONS, other than an express written, signed waiver may be construed as a waiver of any part of this Agreement, and no employee of COMPLIANCECARTOONS is authorized to make an oral waiver.  In the event that COMPLIANCECARTOONS waives a specific part of the Agreement, it does not mean that COMPLIANCECARTOONS waives any other part.

8. JURISDICTION
This Agreement, its validity and effect, shall be solely interpreted, and governed by, the laws of the State of Ohio, United States.  Any claims shall be brought solely in the Federal District Court of the District of Ohio and USER expressly consents to the exclusive jurisdiction of the federal courts of the State of Ohio, United States.  USER consents to the service of any required notice or process upon USER by registered mail or overnight courier to the address provided to COMPLIANCECARTOONS with USER’S registration, as USER may update from time to time, with proof of delivery.

9. LEGAL FEES
USER agrees to reimburse COMPLIANCECARTOONS for its legal fees, costs and disbursements if COMPLIANCECARTOONS is successful in enforcing any of its rights under this Agreement including, without limitation, in connection with any action to collect payment.

10. ASSIGNABILITY
USER may not assign or transfer to anyone else the rights granted to the USER in this Agreement, without prior written consent by COMPLIANCECARTOONS.  COMPLIANCECARTOONS may assign or transfer this Agreement freely.

11. CANCELLATION
If USER wishes to cancel the rights granted in this License and USER’S invoice, the following apply:  If USER licenses single Product(s), USER may receive a full refund if USER submits a completed and signed refund request within fourteen (14) days of USER’S invoice date.  After fourteen (14) days, no cancellations will be accepted, no refunds made and USER will be responsible for and must pay the full amount of the invoice.  By requesting a refund, USER hereby represents and warrants that USER has deleted or destroyed all Product(s).

12. ENTIRE CONTRACT
USER acknowledges that USER has read this agreement, understands it, and agrees to be bound by its terms and conditions.  USER further agrees that it is the complete and exclusive statement of the Agreement between USER and COMPLIANCECARTOONS, which supersedes any proposal or prior agreement, oral or written, and any other communication between USER and COMPLIANCECARTOONS relating to the subject of this Agreement, including, without limitation, any purchase order terms (even if such terms are subsequent to the date of this agreement), FAQ’s, other explanations, and text in COMPLIANCECARTOONS’ websites are for USER’S information only and are not, and shall not be construed as, part of this Agreement unless specified otherwise in this Agreement.