License Agreement

1. Agreement. This License is an agreement between FLUID POWER ACADEMY, INC. ("FPA") and licensee ("You") who downloads images / illustrations / vectors / video footage / Powerpoint presentations / animations / e-books / posters, et al ("Content") from FLUIDPOWERACADEMY.COM. By downloading any Content, You acknowledge that You understand and accept the terms of the License.
   
   
2. FPA Representation -
   FPA represents that it owns all rights and/or has all requisite authority to the Content, including copyrights, and is authorized to license the Content under the License. Unaltered and Standalone Content licensed to You will not infringe or violate the intellectual property, publicity or privacy rights of any third party. Copyright of Content belong to FPA.
   
   
3. Licensee Representation - You represent and warrant that:
1. You are at least 18 years of age and have the right to enter into this License
   
   
2. You will not use Content in any way that is not permitted by this License
   
   
3. Information You provide to FPA is accurate and true, including without limitation all payment and billing information
   
   
4. Except as otherwise stated in this License, any account(s) opened or maintained by You on the Site will only be accessed and used by You for the purposes and on terms stipulated in this License.
   
   
4. Single User Account Only. This Agreement only allows the creation and registration of a Single User Account. You may not allow anyone else to use Your username or password. If You wish to create multiple seats to concurrently and/or separately access Your Account, You may only do so through FPA’s multi-seat license agreement.
   
   
5. Definitions.
1. "Licensed Work" means the genuine end-product or end derivative work that has been Reproduced or created by or on behalf of You or Your client, using independent skill and effort and that incorporates Content and other material, and which Content shall be inseparable (to the extent commercially and reasonably possible) from the Licensed Work to be standalone Content.
   
   
2. "Reproduce(d)" means the distortion, alteration, cropping, editing, incorporation or manipulation of any part of the Content to create a finished derivative product (the Licensed Work), whereby the reproduced Content will not be disassociated from the Licensed Work by the end user or any third party to be a Standalone Content.
   
   
3. "Standalone Content" means the unaltered and unmodified Content in the original form downloaded from the Sites, including the same Content at a different resolution.
   
   
4. "Vital Role" means the Content used form an integral part or core component of the Licensed Work and will substantially increase the value of Your Licensed Work
   
   
6. Standard Permitted Uses. Examples of permitted uses include the use, modification, Reproduction and/or display of Content (in each case, without any rights of resale) in relation to the following Licensed Works:

USES	EXAMPLES of LICENSED WORKS
Advertising / Marketing / Promotions (Business & Commercial Purposes)	Advertisements prepared by graphic designers / agencies for clients on magazines, periodicals, newspapers, reports and other traditional print media Print ads, mailers, handouts, brochures, flyers, posters, catalogues, packaging for promotional materials which EXCLUDES packaging for merchandise (e.g. where the packaging forms part of the product, such as a box for a toy) and packaging as a product (e.g. wrapping paper being the merchandise)
Print / Publications / Education	Prints on book covers (front and back), up to 500,000 prints collectively for each Content Business cards, letterhead, catalogs, brochures and pamphlets
Presentations	Use Content for multimedia presentations like Powerpoint, provided the following copyright notice is displayed next to the file: "© fluidpoweracademy.com"
"Editorial Use Only" Contents & Editorial Context	Important – Content marked "Editorial Use Only" may only be used for editorial purposes and may not be used for commercial / advertising / promotional purposes. Content used for editorial purposes (such as magazines, newspapers, textbooks, books, eBooks, directories online or multimedia CDs) must display the following copyright notice next to the file: "© fluidpoweracademy.com" For the avoidance of doubt, all Content (including Contents not marked "Editorial Use Only") may also be used in an editorial context, whether in traditional or electronic print, websites, blogs, television, online video, provided that the above copyright notice is displayed next to the file. Editorial publication only up to 500,000 print collectively for each Content
Design Elements & Art	On a website, video game or data storage device for distribution or use by others (BUT not in connection with any website template or software product for distribution, resale or use by others) As background or screen Content in software or mobile applications, provided that the Content does not play a Vital Role in the Licensed Work. Substantially Reproduced into original artwork On video, film, television broadcast and internet for home video, documentary, feature film or commercial use provided the following copyright notice is prominently displayed next to the file: "© fluidpoweracademy.com" and the Content does not play a Vital Role in the Licensed Work. Prominent display of the credit statement could include, e.g. beginning or ending credits to a television program or broadcast, or cited reasonably close to the Content used, or appended or annotated clearly.
Personal Use	Home decoration, wall murals / art, albums, prints, personal property and use DIY items and other personal prints Personal blogs and other personal publications (traditional or online) provided that personal publications will not cause You or any third party publication service providers (e.g., blog service providers) to assume or deem the ownership or rights (including Copyright) in the Content (whether as a Standalone Image, in a derived form or as a Licensed Work)

Unauthorized Use.
The representations and the warranties made by FPA in this Agreement apply only to the Content as delivered by FPA and will be invalid if the Content is used by You in any manner not specifically authorized in this Agreement or if You are otherwise in breach of this Agreement.

Governing Law and Dispute Resolution.
The establishment, effectiveness, interpretation and execution of this License agreement shall all be governed by the laws of the State of Utah, U.S.A., subject to its jurisdiction, and without regard to the conflict of laws principles.

All disputes arising in connection with the performance of this License shall be settled through friendly negotiations. If the parties are unable to resolve any such dispute within thirty (30) days after the commencement of negotiations, the parties agree to submit the dispute for arbitration in Salt Lake City, Utah, U.S.A. The number of arbitrators shall be one (1). The language of the arbitration shall be English. The arbitral award shall be final and binding upon both parties.

Assignment. Neither party shall assign its rights or interests under this Agreement to any Third Party without the other party’s prior written consent in each instance; except that a party may assign its rights, interests and obligations hereunder to any similarly financially responsible entity that is either (i) an affiliate of such party, (ii) the surviving entity of a merger, consolidation or plan or reorganization in which it participates, or (iii) to the purchaser of all or substantially all of the assets of the party, provided such assignee agrees to assume in writing such party’s rights and obligations under this Agreement.

Entire Agreement. This Agreement constitutes the entire agreement between You and FPA regarding its subject matter. Should any provision of this Agreement be held to be void or invalid, that fact will not affect any other provision, and the remainder of this Agreement will be construed to most closely give effect to the parties' intention. Failure by either party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision.

>Language. This License is written in English with a reference translation in another language (if necessary). In the event of any conflict in interpreting or construing the terms of this Agreement, the English version shall prevail.

Electronic Agreement. You have agreed and reaffirm Your agreement to this License electronically by downloading the Content(s).