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COMP TERMS AND CONDITION OF USE


Last updated: April 11, 2023
THIS IS A LEGAL AGREEMENT BETWEEN YOU (“LICENSEE”) AND CGIB Backgrounds, Inc. (“CGIB”).  BY ACCESSING THIS SITE, OR BY DOWNLOADING ANY CONTENT, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT.   IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT USE THIS WEBSITE.
By using the website www.cgibackgrounds.com (“Site”) and/or CGI. Connect app (collectively, the “Platform”), you represent that you are over eighteen (18) and have the authority and right to agree to these terms. If you are accessing this Site on behalf of any entity, you further represent and warrant that you are authorized to accept these terms on such entity's behalf, and that such entity agrees to indemnify CGIB for violations of these Site terms. CGIB reserves the right to alter, modify, or update these terms of use at any time and you agree to be bound by such modifications, alterations or updates.  This Agreement is in addition to any License Agreement you may enter into with CGIB. 
OWNERSHIP OF THIS SITE
This Site is owned and operated by CGIB.  All elements of the site, including the text, still images, moving images, graphics, illustrations, audio, multi-media, graphics, vectors, software, data, and the selection and arrangement of those elements (“Content”) and the general design are owned by CGIB or its licensors and are protected by copyright, trademark, trade dress, moral rights and other US and international laws or treaties relating to intellectual property. 
TRADEMARKS
You may not use CGIB’s trademarks or trade names, including “CGI.B, CGI Backgrounds, CGI.Backgrounds” without CGIB’s prior written consent. In addition, the look and feel of the Site, including all elements of the design is the service mark, trademark and/or trade dress of CGIB and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names and company names or logos mentioned in the Site are the property of their respective owners. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation by CGIB.
USE OF THIS SITE AND CONTENTS; REVOCATION
This Site and its contents are intended for use by CGIB’s customers. You may not use the Site for any purpose unrelated to your business with CGIB. Unless you are a registered user, you may only browse the Site and download watermarked images solely for Comp Use . In using the Site and the Content, you represent and warrant that you will comply with all applicable laws and regulations, including, without limitation, those relating to the Internet, data, e-mail, privacy, and the transmission of technical data exported from the United States or the country in which you reside. CGIB reserves the right, in its sole discretion, to revoke your authorization to view, download, and use the Content and information available on the Site at any time and for any reason, with or without notice to you of such revocation, and you agree to immediately discontinue such use upon notice from CGIB. CGIB may also restrict or remove Content from the Site for any reason, and you agree to immediately discontinue all use of the Content upon notification from CGIB.  
LIMITED COMP USE LICENSE : Provided you comply with the terms of this Agreement, CGIB grants you a limited, non-transferable, nonexclusive license to download selected Content onto your computer hard drive and to use the Content and any derivative works or copies (collectively, the "Content(s)") for internal evaluation purposes (“Comp Use”) solely to determine if you wish to request a non-comp use license. The Comp Use license automatically expires after 365 days and CGIB reserves the right to terminate the Comp Use License at any time. CGIB does not warrant that Content used for Comp Use may be available for licensing for your intended purpose.  Other than the Comp Use, the Content may not be used in any way, until an invoice granting usage rights is paid in full. Upon termination, you and your employer must immediately stop using the Content, delete the Content and all copies from all magnetic media and destroy all other copies.

PROHIBITED USE OF SITE AND CONTENT 
The following uses are prohibited:
  • Remove, alter, or change any copyright information or other notices or metadata associated with the Content
  • Download, copy, or re-transmit any or all of the Site or the Content without, or in violation of, a written license or agreement with CGIB; 
  • Use any data mining, robots or similar data gathering or extraction technology or algorithms to crawl, scrape or monitor the Site or seek information on Site Visitor’s or CGIB’s customers; 
  • Manipulate or otherwise display the Site or the Content by using framing or similar navigational technology;
  • Reverse engineer or circumvent any Site restrictions or measures to limit access to the Site
  • Register or attempt to register for any products or services offered by the CGIB if you are not authorized by the party to do so;
  • Interfere in any manner, whether technological or otherwise with the function of the Site and/or services offered by CGIB;
  • Exploit or commercialize the Site or the Contents without the specific written authorization of CGIB; or
  • Use the Site and its Contents other than for the intended purpose.
INDEMNITY
You agree to indemnify and hold CGIB, and the copyright holder, harmless from any and all claims, liabilities, damages, costs and expenses, including reasonable attorney's fees, arising out of or related to the use of Content, any breach of this Site agreement, or your violation of any rights of another. 
UNAUTHORIZED USE FEE 
Any use of Content in a manner not expressly authorized by this Agreement or in breach of a term of this Agreement constitutes copyright infringement, entitling CGIB to exercise all rights and remedies available to it under copyright laws around the world. Licensee shall be responsible for any damages resulting from any such copyright infringement, including any claims by a third party. In addition, and without prejudice to CGIB’s other remedies under this Agreement, CGIB reserves the right to charge and Licensee agrees to pay a fee equal to five (5) times CGIB normal license fee for use of the Content.
MISCELLANEOUS
Jurisdiction and Attorney’s Fees: These Terms shall be interpreted under and governed by the laws of the State of New York. All claims shall be brought, and the parties shall be subject to the jurisdiction of the applicable state or federal court located in New York County, New York.
No Assignment : This Agreement is not assignable or transferable on the part of Licensee.
No Waiver: No action of CGIB, other than express written waiver, may be construed as a waiver of any provision of this Agreement. A delay on the part of CGIB in the exercise of its rights or remedies will not operate as a waiver of such rights or remedies. A waiver of a right or remedy on any one occasion will not be construed as a bar to or waiver of those rights or remedies on any other occasion.
Entire Agreement : This Agreement and the Invoice contains all the terms of the agreement between CGIB and Licensee and no term or conditions may be added or deleted unless made in writing and signed by both parties. In the event of any inconsistency between the terms contained herein and the terms contained on any purchase order or other writing sent by Licensee, the terms of this Agreement shall govern.
Notice to California Residents

Under California Civil Code Section 1789.3, California residents are entitled to the following specific consumer rights information:
The provider of the Platform is: 
CGI Backgrounds, Inc.
101 W Big Beaver Rd
Floor 14
Troy Michigan, 48084

To file a complaint regarding the Platform or to receive further information regarding use of the Platform, send a letter to the above address, send an email to legal@cgibackgrounds.com or call + 1 (866) 303 0733 . You may also contact the Complaint Assistance Unit of the Division of Consumer Services of the Department of Consumer Affairs in writing at 400 R Street, Suite 1080, Sacramento, California 95814, or by telephone at 916.445.1254 or 800.952.5210.