E-POSTER TERMS AND CONDITIONS

1.      SciFor Services / Consideration.  SciFor Inc. (“SciFor”) shall develop an electronic version (the "E-Poster") of the printed poster that has been created by SciFor (the "Print Poster") from the files provided by you (the “Author”).  In consideration of SciFor’s development and delivery of the E-Poster to Author, Author shall: (a) pay SciFor the fee listed on the Order Page (the "Fee"); and (b) grant the license stated in Section 3.

2.      Copyright Ownership.  As between SciFor and Author, Author shall be the owner of all copyrights in and to the content contained in the Print Poster and the E-Poster. 

3.      Copyright License.  In order for SciFor to electronically archive, display and distribute the E-Poster, Author hereby grants to SciFor an irrevocable, perpetual license (with the right to sub-license) to maintain, store, cache, copy and distribute (in any current or future media) any part or all of the E-Poster (the "License Grant").  The License Grant includes SciFor’s right to include the E-Poster in its current and future database or databases as well as to distribute the E-Poster electronically to third parties through any one or more websites operated by or on behalf of SciFor, including the website that is accessible through the URL www.scifor.com.

4.      Representations and Warranties.

Author hereby represents and warrants to SciFor that: (i) Author is the owner or authorized licensee of all right, title and interest (including all copyrights and other intellectual property rights) in and to all content that appears on the Print Poster; (ii) all content that appears in the Print Poster is the Author’s original work and contains no libelous or unlawful statements, does not infringe on the rights or privacy of others or contains material or instructions that might cause harm or injury, (iii) Author’s execution and performance of this Agreement does not and shall not constitute a breach of, or otherwise violate, any written or verbal understanding or agreement between Author and any third party; and (iv) SciFor’s use of the Print Poster to create the E-Poster, as well as SciFor’s exercise of its rights pursuant to the License Grant, shall not infringe or violate the copyrights, or other intellectual property rights, of any third party.

 

5.      Miscellaneous. 

(a)    This Agreement shall be construed and enforced in accordance with the laws of the State of New York, excluding conflict of law principals.  Each party hereby consents to the exclusive jurisdiction and venue of any federal or state court located in the County of Westchester and State of New York with respect to any claim or controversy arising out of or related to this Agreement. 

 

(b)   This Agreement: (i) shall benefit and bind each party and their successors and assigns; (ii) contains the entire understanding and agreement of the parties; and it incorporates or supersedes all other written or verbal agreements and understandings with respect to the subject matter; and (iii) may be amended or modified only in a writing signed by both parties and referring specifically to the Agreement.