Terms of G Adventures Digital Asset Library Usage

To access and use the G Adventures Inc. (“G Adventures”) Asset Library (henceforth referred to as “the Library”), you hereby state that you have read and understood this agreement (“the Agreement”) in its entirety and agree to abide by the following Terms and Conditions (the “Terms”). By checking “I accept”, you consent to be bound by the Agreement and its conditions. You must complete this step before you may access and download any Assets from the Library. By agreeing, you confirm that you have read and understood these Terms in full and that you will abide by them and be bound by this Agreement.

1. Updates to Terms. G Adventures reserves the right to update or alter these Terms at any time, and will post the amended Terms on the Library. Any amendment will take effect 10 days after being posted to the Library. An up to date copy of these Terms, as amended, may be accessed at any time on the Library. You are deemed to have accepted any amendments to these Terms on the date that is 10 days after their posting on the Library. It is your responsibility to review the Terms regularly.


2. Definition of Assets. Assets, designs, graphics, illustrations, video, audio, and anything else you download from the Library are collectively known as “Assets.”


3. Grant of License. G Adventures hereby grants you a limited, personal, non-transferable, non-exclusive, non-sub-licensable right to use the Assets under the terms of this Agreement. Should you violate the terms of this Agreement, your license will be deemed automatically revoked.


4. Ownership of Assets. The Assets are and will remain the exclusive property and copyright of their respective creators, licensors and/or G Adventures.


5. Use of Assets. The Assets may only be used in association with the direct promotion of G Adventures as an operator of small-group escorted tours and travel experiences. The Assets may be used in print, online, film, video, broadcast or multi-media product for promotional or advertising purposes, provided such uses do not allow for the reproduction or re-distribution of the Assets or infringe on copyright. All use of the Assets and all marketing and advertising materials which you may create using the Assets must comply with any and all other terms and provisions set out in any agreements between you and G Adventures concerning the creation of such materials and/or with any procedures or guidelines as may be established from time to time by G Adventures, including all rights of approval by G Adventures as set out therein.


6. Unauthorized Use of Assets. You may not edit, alter, modify, or prepare derivate works from the Assets. You may not sell, rent, sub-license, grant, distribute or otherwise transfer the Assets or any rights to reproduce the Assets to any other person. The Assets may not be used in any electronic template or application, including without limitation, in any website design, other than in accordance with the G Adventures’ Brand Guidelines or as otherwise previously approved by the G Adventures’ Brand Team. There may be certain restrictions pertaining to a particular Asset included in the Library which you must adhere to. The Assets may not be used for:
   • Any commercial purposes outside of tourism promotion.
   • Commercial advertising of non-tourism products including advertising supplements within newspaper and real estate materials.
   • Placement on souvenirs, commemorative books, guidebooks, cookbooks, passports, DVDs or others consumer goods such as clothing for retail or resale.
   • As fundraisers for causes, charitable organizations or political organizations.
   • Any way that is deceptive, misleading, defamatory, and discriminatory or reflects negatively on G Adventures.


7. Copyright Notice and Credit Line. You agree to provide copyright notices as may be prescribed in the Library to each individual Asset.


8. Disposal of the Assets. Following your authorized use of the Assets, all reproducible copies of the Assets remaining in your possession or under your control, or under the control of any of your employees, agents, representatives or suppliers must be erased or destroyed.


9. Liability for Unauthorized Use of Assets. Any use of the Assets in a manner not expressly authorized by this Agreement or in breach of a term or condition of this Agreement constitutes copyright infringement, entitling G Adventures and/or the copyright owner to exercise all rights and remedies available to it under copyright or other laws. You agree that you shall be responsible for any fees, damages and/or compensation resulting from any such unauthorized use, publication or transmission of any Image and copyright infringement, including any claims by a third party.


10. Termination. The license contained in this Agreement will terminate automatically without notice to you from G Adventures if you fail to comply with any term or condition of this Agreement. Upon termination, you must immediately: (i) stop accessing the Library; (ii) stop using the Assets; (iii) destroy or, upon the request of G Adventures, return the Assets to G Adventures; and (iv) delete or remove the Assets from your premises, computer systems and storage, either electronic or physical.


11. Governing Law. You agree that this Agreement shall be governed by the laws of the Province of Ontario, Canada, excluding its conflicts of law rules, and that you will adhere to the exclusive jurisdiction of the federal and provincial courts located in Ontario.


12. Severability. If one or more of the provisions contained in the Agreement is found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected. Such provisions shall be revised only to the extent necessary to make them enforceable.


13. Waiver. No action of G Adventures, other than express written waiver, may be construed as a waiver of any provision of this Agreement. A delay on the part of G Adventures in the exercise of its rights or remedies will not operate as a waiver of such rights or remedies, and a single or partial exercise by G Adventures of any such rights or remedies will not preclude other or further exercise of that right or remedy. A waiver of a right or remedy by G Adventures on any one occasion will not be construed as a bar to or waiver of rights or remedies on any other occasion.