This License Agreement (“License”) constitutes a legal agreement between you and Claxus GmbH (“Claxus”) concerning your use of videos and/or related materials (“Content”) provided to you by Claxus. By clicking “I Accept the License Agreement” and/or obtaining any Content from Claxus, you agree to accept and comply with the Terms of this License. If you do not accept the Terms of this License, do not download or use any Content.

1. Grant of License

Claxus grants you a limited, non-exclusive, non-transferable, non-sublicensable right to download, store, access and display the Content up to the maximum number of Users for your license type.

You may not:

(a) sell, transfer, assign or re-distribute the Content;

(b) make or permit others to make any unauthorized copies of the Content. Unauthorized copies include all copies that are not necessary for your use of the Content under the Terms of this License. Authorized copies of the Content include installation on a storage device, loading in memory and the creation of a backup for the purpose of data recovery, as long as these copies are clearly marked as such and only used for these purposes.

(c) alter, edit or modify the Content;

(d) remove any copyright or other ownership notices (logos, watermarks) from the Content;

(e) allow or authorize the use of the Content by more than the total number of Users permitted under your license type;

(f) use the Content for any unlawful purpose.

2. Delivery

After you accept this License and pay the license fees, Claxus will deliver the Content by sending you an E-mail with a link to the Content file. It is your responsibility to download the Content within a reasonable time period, usually 5 days, at your own expense and risk. Claxus may use third party services to provide the Content to you (for example, for payment processing and delivery). You must comply with the policies and procedures of the third party services to receive the Content.

3. Payment

You will pay Claxus the fees specified for your license type (“Fees”). Any necessary sales taxes or surcharges are in addition to the quoted Fees. You are responsible for any taxes or surcharges associated with the Fees.

If, during the term of your License, the number of actual Users of the Content is greater than the number of Users permitted under your license type, you will report the increase to Claxus and immediately pay any additional Fees owed. Claxus may request that you provide written verification of the number of actual users of the Content once per quarter.

4. Term and Termination

This License begins on the date Claxus delivers the Content to you and ends three (3) years later (the “Term”). If you fail to comply with the terms of this License and do not remedy the failure within 10 days following a written notice, Claxus may terminate this License immediately and you will forfeit any Fees paid to Claxus.  Sections 5, 6 and 7 of this License will continue to be in effect after this License ends for any reason.

5. Indemnity

Claxus will indemnify and hold you harmless from all claims that the Content infringes on the intellectual property rights of a third party, as long as your use of the Content complies with the Terms of this License.

If a third party claims infringement, you must: (a) notify Claxus in writing; (b) immediately stop using the Content; and (c) provide Claxus with evidence that you have stopped using the Content. Claxus has no indemnity obligation to you if you do not comply with the terms of this License, or if you fail to comply with the procedure described above. Claxus may choose to indemnify you by either using reasonable efforts to replace the Content or providing you with a pro-rated refund of the Fees you paid for the License.

6. Disclaimer and Limited Liability

The Content is provided to you "as is." Claxus makes no representations or warranties about the Content including any implied warranty of merchantability, non-infringement, title, or fitness for a particular purpose. Your exclusive remedy and Claxus’ total liability to you under this License is limited to direct damages incurred by you up to the total amount paid by you to Claxus.

7. General

You agree that the laws of Switzerland, without regard to its conflicts of law principles, will apply. To the extent no other forum is prescribed by mandatory law, any conflict arising out of or in connection with this agreement shall be subject to the exclusive jurisdiction of the courts located in the domicile of Claxus. If Claxus fails to enforce any of its rights under this License, those rights are not waived. If any part of these Terms of Use is held invalid, the rest of the Terms of Use will remain valid.

Revised: 19.09.2009