First Light: Terms and Conditions

The following is a legal agreement between you and First Light Associated Photographers, Inc. (First Light). Please read this Agreement carefully before purchasing and using any First Light royalty-free image from the First Light web site. Image includes any photograph or illustration you purchase from the First Light web site. By using an image or otherwise exercising the rights granted under this agreement, you agree to be bound by this Agreement.

1. The images and the web site are copyrighted. All rights are owned by First Light and its suppliers. All rights not specifically granted to you by this Agreement are reserved by First Light. Your right to use an image is subject to the restrictions set forth in this Agreement, and is conditioned upon your compliance with the terms of the End-User License Agreement.

2. By this Agreement, First Light grants to you a non-exclusive, non-transferable right to use, publicly display and reproduce purchased images from the First Light web site in the following, and only the following, ways:

a) In Electronic Uses: as a part of the graphic content of any electronic or digital materials, including screensavers, electronic greeting cards, wireless or PDA web sites, web advertisements, banner ads, broadcast video, multimedia including film and video, kiosks, PowerPoint presentations and CD-ROMS, provided that each image is incorporated into a design in such a fashion that it is clearly not intended to be downloaded or copied by the end-user, target audience or recipient of such image.
b) In Print Uses: any printed, tangible materials including greeting cards, T-shirts, postcards, posters, phone cards, credit cards, templates, CD covers, cassette covers, board games, calendars, magazines, newspapers, resale products; advertising, editorials, catalogues, brochures, reports, disposable packaging, book covers, and educational text books.

3. "Non-transferable" as used in Paragraph 2 means that the work you produce using an image must be for your own use, or for the use of your direct employer, client, or customer, who must be the end-user of your work. You and your employers, clients, and customers may not sell, rent, loan, lease, give, sublicense, trade, exchange, make available for exchange or download, or otherwise transfer to anyone either the image, or grant any other person the right to use the image except insofar as an image has been incorporated by you into one of the permitted uses enumerated in Paragraph 2 of this Agreement. You may not provide or permit any of your clients, employers, or customers to use the image by way of a service bureau, application service provider or time-share. You agree to take all commercially reasonable steps to prevent third parties from duplicating or distributing the image(s).

4. You may not place the image on computer or other storage device that is accessible by more than one user at a time via a network connection, wireless interface, or otherwise where the purpose is the exchange of First Light files or any other copyrighted material. As well, you agree not to reverse engineer or decompile any image. You also agree not to apply for any intellectual property rights (including copyright or patent rights) in respect of the image. You will not attack or attempt to invalidate any of First Light's intellectual property rights in the image. You agree not to use the image in any unsolicited mass e-mail messages, in any Usenet, Forum, listserv or the like where it is prohibited under the rules of the Usenet, forum or listserv, or use the image in association with any virus, Trojan horse or the like.

5. Use of the image in any pornographic, racist, sexist, obscene, discriminatory, hate or other unlawful material, program or application is prohibited.

6. You agree to indemnify and hold First Light harmless against any damages or liability or any kind arising from any use of the image other than the uses specifically permitted by this Agreement.

7. Neither First Light, nor any of its directors, officers, employees, partners, licensors, or agents shall be liable for any indirect, consequential, punitive, or incidental damages arising out of the use of, or the inability to use an image, even if First Light has been advised of the possibility of such damages or any economic loss, interruption or loss of service or loss of date in any system or application in which the image is used. In no event shall First Light's liability (whether in tort, contract, or otherwise) arising out of or relating to your use of the image(s) or inability to use the image(s) exceed the fees paid by you for the license of the image(s).

8. THE IMAGE IS PROVIDED "AS IS" AND First Light HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, OF FITNESS FOR ANY PARTICULAR PURPOSE, NON-INFRINGEMENT, AND MERCHANTABILITY. SHOULD THE GRAPHIC NOT FUNCTION ACCORDING TO YOUR WISHES, First Light'S ONLY RESPONSIBILITY AND LIABILITY UNDER THIS WARRANTY, AND YOUR SOLE AND EXCLUSIVE REMEDY WILL BE FOR First Light TO, AT First Light'S SOLE DISCRETION, PROVIDE YOU WITH ANOTHER COPY OF THE GRAPHIC.

9. This Agreement shall be governed by the laws of Canada.

10. In the event that one portion of this Agreement is unenforceable, the remainder of the Agreement will remain in full force.

11. If you require an amendment to this Agreement, please contact us. No amendment will be binding unless signed by both parties.

12. This constitutes the entire Agreement between us. It supercedes any previous or collateral discussions or correspondence we may have had.

13. We may change the terms of this Agreement by providing you with notice of the change 14 days in advance. The change may be posted on our web site. This will be deemed to notify you of the change.

14. You agree that you will not use any device, software or routine to interfere or attempt to interfere with the proper working of our web site. You agree that you will not take any action that imposes an unreasonable or disproportionately large load on our infrastructure.

15. First Light may terminate this license if you are in breach of any of these provisions. Your obligations under paragraphs 3, 4. 5 and 6 shall survive termination of this agreement. After termination your license under section 2 ceases and you will stop all use or public display of the image and any use or public display by your employers, clients or customers.

16. Single images and CDs are non-refundable.

If you are unsure of your rights under this agreement, or if you wish to use a Image in a manner not permitted under this agreement, please contact customer service by e-mailing us at info@firstlight.com. We can arrange for a license upgrade if necessary.

Corbis Content License Agreement

PLEASE READ THIS AGREEMENT CAREFULLY. THE FOLLOWING TERMS AND CONDITIONS, THE CONTENT-SPECIFIC INVOICE ("INVOICE") AND THE CONTENT-SPECIFIC ONLINE PAGE(S) LOCATED AT WWW.CORBIS.COM AND/OR WWW.CORBISMOTION.COM ("SPECIFIC CONTENT WEB PAGE") APPLICABLE TO THE LICENSED CONTENT (IF ANY), COLLECTIVELY GOVERN YOUR ACCESS AND USE OF ALL MATERIAL, IMAGES AND FOOTAGE (COLLECTIVELY, "CONTENT') AVAILABLE FROM CORBIS, AND CONSTITUTE A BINDING AGREEMENT ("AGREEMENT") BETWEEN YOU AND CORBIS CORPORATION. BY OBTAINING, USING OR PAYING FOR ANY CONTENT FROM CORBIS, YOU AGREE TO BE BOUND BY AND COMPLY WITH ALL OF THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE WITH ANY OF THE APPLICABLE TERMS, DO NOT OBTAIN OR USE ANY CONTENT FROM CORBIS.

1. Definitions: All capitalized terms shall have the meaning set forth in Section 24 herein (entitled "Defined Terms") and elsewhere in these terms and conditions.

2. Parties: This Agreement is binding between Corbis and You. "You" means either: (a) the individual listed as the registrant of the Corbis account through which this Agreement and the license(s) granted hereunder are entered ("Registrant"), or (b) if Registrant is entering into this Agreement and the licenses granted hereunder for the benefit of, and/or as an agent on behalf of, Registrant's employer ("Employer") and/or a third party ("Principal"), then such Employer and/or Principal. If Registrant is entering into this Agreement and the licenses granted hereunder for the benefit of, and/or as an agent on behalf of Employer and/or Principal, then Registrant (a) represents and warrants that such Principal and/or Employer has authorized Registrant to enter into this Agreement, that the licenses granted hereunder are on that Principal's and/or Employer's behalf, that such Principal and/or Employer has agreed to be bound hereby and that Registrant has actual and express authority to act on behalf of and bind such Principal and/or Employer to the terms of this Agreement; (b) the Content and End Use is solely for the benefit of Employer, or Principal, and that Registrant will not use the Content or End Use for the benefit of any other person or entity without entering into a separate license with Corbis, and (c) Registrant will comply with all of the terms hereof and shall be jointly and severally liable for any breach of the terms of this Agreement by Principal and/or Employer. If Registrant requests any Corbis employee or contractor to facilitate Registrant entering into any license hereunder on behalf of Registrant and through use of Registrant's account, Registrant agrees to be bound by this Agreement.

3. License Grant:
(a) Generally: Any and all licenses granted by Corbis are conditioned upon (i) Your compliance with all provisions of this Agreement, and (ii) Corbis' receipt of full payment by You as identified in the applicable Invoice. Any and all license(s) granted to You hereunder and Your right to use the Content shall immediately terminate upon Your failure to comply with any provision of this Agreement or to make full payment when due, in which case Corbis shall be entitled to pursue all other remedies available under copyright and other laws.
(b) Rights Managed Content: Subject to the terms and conditions of this Agreement, and excluding the rights granted in Section 3(c) and 3(d) below, Corbis grants You a limited, non-exclusive right to use the Rights Managed Content licensed hereunder to create and exploit the End Use solely as specified in the Invoice, and expressly as limited in the Specific Content Web Pages and the terms and conditions herein. Corbis reserves all rights not specifically granted in this Agreement. Unless otherwise stated in the Invoice, the license granted hereunder for the applicable Rights Managed Content allows You to use the Rights Managed Content obtained hereunder for one year from the date the applicable Invoice is issued. Except where specifically permitted on the Invoice for the applicable Content, You may not distribute, publish, display or otherwise use in any way, the Rights Managed Content, including without limitation the End Use after the Term.
(c) Royalty-Free Content: Subject to the terms and conditions of this Agreement (including any applicable Invoices and Specific Content Web Pages), and regardless of the form in or media on which the Content is delivered to you (including, but not limited to electronic or online transmission, CDs or DVDs), Corbis grants You a limited, non-exclusive, perpetual and worldwide right (except as may otherwise be specified in the applicable Specific Content Web Pages and/or Invoice) to create and exploit the End Use for any purpose authorized under this Agreement. The rights granted under this Paragraph include the right to make the Royalty-Free Content available to ten (10) separate individuals (cumulatively over the Term) for the sole purpose of manipulating or otherwise using the Royalty-Free Content to create the End Use according to the terms provided herein ("Users"), in any and all media now known or hereafter devised. You must obtain an additional license and pay Corbis the applicable one-time flat fee in order to make the Content available to more than ten (10) Users.
(d) Comps: Subject to the terms and conditions of this Agreement (including any applicable Invoices and Specific Content Web Pages) Corbis grants You the right to use Comps solely for Your internal evaluation to determine whether You intend to obtain a non-Comp license for the Content. You may not use Comps in any manner except for internal evaluation of the applicable Content to determine whether You wish to apply for a license for Rights Managed Content or Royalty-Free Content. Unless otherwise stated in the applicable Invoice, the Term of the Comps license is sixty (60) days from the date of download or receipt. You may not copy, distribute, publish, display or otherwise use in any way the Comps after the Term without obtaining an appropriate Rights Managed Content license or Royalty-Free Content license for that Content. If You do not obtain such a license, upon expiration of the Term, You must destroy all copies of the Comps Content.
(e) Who May Use the Content: The licenses granted under this Section 3 are limited and are non-transferable and non-sublicensable, unless otherwise specified on the applicable Invoice. Only You may use the Content and the End Use must be solely for Your own use. Your employees and contractors (if any) may use the Content as necessary to create the End Use as provided herein, provided that each such employee or contractor has agreed to comply with the terms hereof, and further provided that You remain jointly and severally liable for any breach of the terms of this Agreement by such employee(s) and/or contractor(s). Except as may otherwise be specifically stated herein, and except insofar as it has been incorporated by You into the permitted End Use, You may not sell, rent, loan, give, sublicense or otherwise transfer to anyone the Content or any right to reproduce the Content.

4. Ownership and Intellectual Property: Corbis and its Content sources retain all right, title, and interest in and to all of the copyrights, patent rights, trademarks, trade secrets, and all other proprietary rights in the Content. No rights in any Content are granted except the limited licenses specified in this Agreement. Any right, title or interest arising in any compilation or derivative work created using any Content shall not entitle You to use any Content except as permitted hereunder. You do not acquire any copyright ownership or equivalent rights in or to any Content or any other property of Corbis or its Content sources as a result of any license Corbis grants to You. You hereby allow Corbis to use without charge Your End Use in displays and presentations for Corbis' marketing purposes, solely to demonstrate how You have used the Content.

5. Limited Warranty and Disclaimer:
(a) Corbis warrants that (subject to the restrictions and limitations contained in this Agreement): (i) subject to Section 10 below, the Content, as provided hereunder, and when used as authorized in this Agreement, will not infringe any copyright, trademark, moral right, right of privacy or right of publicity, or any other intellectual property right of any third party, (ii) it has sufficient rights to enter into this Agreement and grant You the rights provided herein; and (iii) the digital copy of the Content provided by Corbis to You will be free from defects in material and workmanship (but not visual artifacts inherent in the original Content) for ninety (90) days following delivery. Corbis will, as Your exclusive remedy for Your inability to use any Content as the result of such material and workmanship defects, provide You with a replacement of the digital copy of such Content or, in Corbis' sole discretion, refund any fee actually paid by You to Corbis, provided You have not made any use the Content. Except as may be provided in this Section 5(a), while Corbis makes efforts to use accurate caption information, Corbis does not warrant that such information is accurate. Corbis provides You with its online system on an "as is" basis without warranty of any kind, including warranty of continued access or availability or against interruption of service.
(b) Corbis makes no warranties, nor shall Corbis be liable, for any claims related to or arising from Your use of Content which: (a) has been modified by You, (b) has been combined by You with other Content, products, text, content or materials, or (c) Corbis has otherwise notified You not to use prior to the beginning of the Term of the license for the applicable Content. EXCEPT AS MAY BE OTHERWISE EXPRESSLY STATED IN THESE TERMS AND CONDITIONS, CORBIS, ON BEHALF OF ITSELF AND ITS CONTENT SOURCES MAKES NO OTHER WARRANTY, EXPRESS, IMPLIED OR STATUTORY REGARDING ANY CONTENT, ITS ONLINE SYSTEMS, OR ANY RIGHTS OR LICENSES UNDER THIS AGREEMENT INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

6. Limitation of Liability: EXCEPT FOR ANY LIABILITY WHICH CANNOT BY LAW BE EXCLUDED OR LIMITED, NEITHER CORBIS NOR ANY CORBIS SUBSIDIARY, SUCCESSOR, PREDECESSOR, PARENT, JOINT VENTURE, AFFILIATE, OFFICER, DIRECTOR, EMPLOYEE, CONTRACTOR, CONTENT SOURCE, LICENSOR OR LICENSEE SHALL BE LIABLE TO YOU OR ANY OTHER THIRD PARTY CLAIMING THROUGH YOU FOR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, STATUTORY OR CONSEQUENTIAL DAMAGES ARISING OUT OF, OR RELATING TO THIS AGREEMENT AND/OR YOUR USE OR INABILITY TO USE THE CONTENT, WHETHER FRAMED AS A BREACH OF WARRANTY OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE, IN TORT, CONTRACT, FAILURE OF ESSENTIAL PURPOSE, OR OTHERWISE. IN NO EVENT SHALL CORBIS' OR ANY ITS SUBSIDIARIES', SUCCESSORS', PREDECESSORS', PARENTS', JOINT VENTURES', AFFILIATES', OFFICERS', DIRECTORS', EMPLOYEES', CONTRACTORS', CONTENT SOURCES', LICENSORS', OR LICENSEES' TOTAL AGGREGATE LIABILITY TO YOU OR ANY THIRD PARTY CLAIMING THROUGH YOU ARISING FROM THIS AGREEMENT, ITS TERMINATION OR EXPIRATION, AND/OR YOUR USE OF ANY CONTENT PROVIDED HEREUNDER, SHALL EXCEED TEN (10) TIMES THE MONETARY AMOUNT ACTUALLY RECEIVED BY CORBIS FOR THE USE OF THE APPLICABLE CONTENT. THE FOREGOING LIMITATIONS ARE APPLICABLE NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE.

7. Alterations to Editorial and Fine Art Content: Special ethical considerations apply to editorial, news, and fine art Content. When using such Content, You are solely responsible for, and shall indemnify Corbis for any claims related to or arising from any modifications to or alterations of the Content (except for standard color correction or minor cropping for space limitations) or to the caption information. Notwithstanding the preceding sentence, under no circumstances may You alter or modify in any way (except for standard color correction or minor cropping for space limitations) any Content designated as originating from or credited to the content sources identified in the document found at http://pro.corbis.com/creative/contentlist ("Editorial and Fine Art Content List") at the time the applicable license is granted. The Editorial and Fine Art Content List is incorporated into this Agreement by this reference.

8. Your Indemnification of Corbis: You agree to indemnify and hold harmless Corbis and its Content sources, officers, directors, employees, contractors, subsidiaries, joint ventures, licensors and licensees against all claims (including, without limitation, claims by third parties), liability, damages (including punitive damages), judgments, settlements, costs and expenses, including reasonable legal fees and expenses, arising out of or related to (i) Your breach of any terms, conditions or restrictions of this Agreement (including the terms, conditions and restrictions identified on the Invoice(s) and Specific Content Web Pages), (ii) Your use or modification of any Content, or combination of any Content, with any text or other content, (iii) Your failure to obtain from third parties all permissions necessary to use the Content, (iv) Content which Corbis has otherwise notified You not to license or otherwise use prior to the beginning of the Term of the license for such Content; and (v) any act or failure to act by You or any of Your employees, contractors, Employers, agents, clients, Principals, or Users.

9. Corbis' Indemnification of You: Corbis agrees to indemnify and hold You harmless against all claims, liability, damages (except punitive damages), costs and expenses, including reasonable legal fees and expenses, awarded against You arising out of or related to Corbis' breach of the warranties to You as provided under Section 5 above. Notwithstanding the preceding, Corbis shall have no obligation under this Section 9 unless You provide Corbis with written notice within ten (10) days of Your receipt of any claim subject to indemnity and the right to defend or control the defense of such claim and shall not, in any case, have any obligation with respect to any claims covered under Section 8 above.

10. Releases and Clearances: Content may contain listed restrictions (either on the Invoice, Specific Content Web Page and/or Editorial and Fine Art Content List), including, without limitation, restrictions as to time, manner, industry and territory of use, and required pre-approval by a depicted person or their representative. Your ability to access Content does not entitle You to use that Content. Except as may be specifically stated in the Invoice or the Specific Content Web Page applicable to the licensed Content, the rights Corbis grants to You do not include a license to, and Corbis makes no representations or warranties that it owns or licenses any rights related to or in any persons, places, property (real, personal or of any other kind) or subject matter depicted in any Content. All Content may be subject to copyrights, trademarks, rights of publicity, moral rights, property rights or other rights belonging to another party. You are solely responsible for determining whether Your use of any Content requires the consent of any other party or the license of any additional rights, and You should not rely solely on the information provided by Corbis. You are solely responsible for obtaining any and all releases and clearances as may be required, including without limitation (a) rights from any representative guild, union, professional organization, or other authorized representative; and (b) if any music is included in the Content, master use, synchronization and performance licenses from the copyright proprietors of the applicable master recording(s) and composition(s) and such other persons, firms or associations, societies or corporations as may own or control the performing rights thereto. If You are unsure whether additional rights are needed for Your use, You are responsible for consulting with competent legal counsel. No employee or representative of Corbis may make, and You shall not rely upon, any representations or warranties other than those stated herein.

11. Unauthorized Uses: Without limitation, Content may not be used as a trademark, or for any pornographic use, unlawful purpose or use, or to defame any person, or to violate any person's right of privacy, publicity or moral rights, or to infringe upon any copyright, trade name or trademark of any person or entity. You do not acquire, and shall not claim, any rights (trademark, copyright or otherwise) in the Content itself apart from the End Use. Unauthorized use of Content constitutes infringement of copyright and other applicable rights and shall entitle Corbis to exercise all rights and remedies under applicable copyright and other laws, including monetary damages against all users and beneficiaries of the use of such Content. Corbis in its sole discretion reserves the right to bill You (and You hereby agree to pay) ten (10) times the license fee for any unauthorized use, in addition to any other fees, damages and penalties Corbis may be entitled to under this Agreement and applicable law. The foregoing is not a limiting statement of Corbis' or its Content sources' rights or remedies in connection with any unauthorized use of the Content or breach of the Agreement.

12. Payment/Reporting: You hereby agree to and are required to pay Corbis for all Content that You obtain under the terms of this Agreement, regardless of whether You use the Content (except as may be provided in Section 15 below entitled "Cancellation/Termination"). This may, as set forth in the applicable Invoice, include an obligation to pay Corbis a use based royalty and to submit an accounting or other records verifying Your use of the Content. Payment is due within thirty (30) days of the date the applicable Invoice is issued, or the date specified in the Invoice, whichever comes first. A late payment charge of one and one-half percent (1.5%) per month or the greatest amount allowed under applicable law may be added to any unpaid balance after thirty (30) days. The maximum amount permitted by state law shall be imposed on each returned check.

13. Footage-Specific Content (Footage Type): All Footage is licensed by the "cut" unless specifically noted. A "cut" shall be defined as one continuous scene from camera start to camera stop. All "cuts" are licensed at a per second charge with a ten second minimum charge per "cut". Any multiple uses of any "cut", splitting of any "cut"; or speeding, slowing or freezing of any "cut" is subject to additional charges. If the Footage is licensed by the "second" instead of by the "cut", You shall pay for the actual running time of the Footage. Any duplicate usage of the Footage, freeze frames, or slow motion shall be calculated at the actual on-screen running time of the Footage. All Footage licensed by the "second" may be subject to minimums based upon the agreed per second rate.

14. Taxes: You are responsible for the payment of all sales and use taxes, when applicable. Corbis does not accept resale certificates without prior written approval and at Corbis' discretion.

15. Cancellation/Termination:
(a) By You: If You cancel rights granted in the Invoice within seven (7) days from the date of the Invoice, You will be charged a fifty dollar (US$50) transaction fee per Image or Footage Clip. If the cancellation notice is received more than seven (7) days, but less than thirty (30) days after the Invoice date, a cancellation fee equal to fifty percent (50%) of the amount of the Invoice will be charged. After thirty (30) days, no cancellations will be accepted and You are responsible for and must pay the full amount of the Invoice. For any cancellations, You must also pay any and all service charges, production fees, processing and handling fees and shipping fees. All licenses applicable to the cancellation shall immediate terminate upon cancellation. All cancellations are final.
(b) By Corbis: Corbis may, without further obligation or any liability to You or any other person or entity, terminate this Agreement and Your license to use the Content by written notice in the event You fail to comply with any provision of this Agreement. Upon any termination, cancellation or expiration of this Agreement, neither You nor any other person or entity covered by the license granted to You under this Agreement shall have any further right to make any use of the Content.

16. Copies: At Corbis' reasonable request, You shall provide to Corbis free of charge one (1) copy of any use made of the Content as authorized hereunder.

17. Storage of Content: In producing the End Use authorized hereunder, You shall limit access to the Content to those having a bona fide need to facilitate production or creation of any such authorized End Use. Upon termination and/or expiration of the Term of this Agreement, You agree to cease use of all Content and shall promptly delete or destroy any digital copies, except that You may retain one copy of the permitted work You create incorporating the Content solely as necessary for archival purposes.

18. Protection of Content: If use of Content is permitted on the Internet, or any other online or interactive media, You shall use Your best efforts to protect the Content to ensure that it cannot be copied, and in the case of Footage, ensure that it remains in the linear production for which it was licensed and cannot be searched by shot and downloaded in broadcast or substantially comparable quality.

19. Credit Line and Copyright Notice: In the case of Images, for editorial uses, You shall include a copyright notice and credit adjacent to each Image (in the format: "© photographer's name/Corbis" or as specified on the Specific Content Web Page) with each publicly distributed Image. Receiving credit is a material aspect of the Agreement for Corbis, and in editorial uses of Images, You agree to pay triple the invoice amount if You do not provide such proper credit and copyright notice. For commercial uses, You agree to pay double the invoice if You fail to include the credit described above when such crediting is customary and appropriate. In the case of Footage, You shall provide copyright attributions to Corbis in the production, and on-screen credits as specified in the invoice, equal in all respects to any credit accorded to any other provider of comparable services.

20. Corbis Trademarks: Except for credits as required above, You may not use the trademarks or service marks of Corbis without Corbis' prior written consent.

21. Choice of Law / Jurisdiction / Attorneys' Fees: Any dispute regarding this Agreement shall be governed by the laws of the State of New York, and by Titles 15, 17 and 35 of the U.S.C., as amended, and the parties agree to accept the exclusive jurisdiction of the state and federal courts located in New York, New York, regardless of conflicts of laws. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly disclaimed. The parties hereto confirm that it is their wish that this Agreement as well as any other documents relating hereto, including notices, has been and shall be written in the English language. In any dispute between Corbis and You for breach of this Agreement where Corbis prevails, Corbis shall be entitled to recover its reasonable attorneys' fees, legal expert fees, court costs, and other legal expenses.

22. Confidentiality: During this Agreement, Corbis may provide You with certain pricing, technical, marketing and other confidential information. You acknowledge that such confidential information encompasses valuable trade secrets and is proprietary to Corbis. You agree that You will maintain the confidentiality of any "confidential information" that Corbis may provide to You, and You shall not use or disclose the same without the prior written consent of Corbis. "Confidential information" includes any information that is either designated as confidential by Corbis or that, under the circumstances surrounding the disclosure, ought in good faith to be treated as confidential by You.

23. Survival: Sections 2, 3(a), 4, 5, 8, 10, 11, 12, and 14 - 25 shall survive termination or expiration of the Agreement.

24. Defined Terms:
(a) "Agreement" means, collectively, the terms and conditions (i) herein, (ii) in the Invoice(s) and (iii) in the Specific Content Web Page(s) applicable to the Content licensed hereunder, all of which are incorporated into this Agreement by this reference.
(b) "Comps" means Content licensed without a fee solely for Your internal evaluation to determine whether the Content is appropriate for Your intended use as either Rights Managed Content or Royalty-Free Content.
(c) "End Use" means the final work product created with the Content as authorized hereunder and excluding Comp uses.
(d) "Images" and "Footage" mean all images and footage clips, respectively, and related informational materials in any medium obtained from or furnished by Corbis hereunder, including without limitation related metadata, text, captions, or information.
(e) "Rights Managed Content" means Content licensed for a fee on a per-use basis and expressly designated as "Rights Managed" or "RM" by Corbis.
(f) "Royalty-Free Content" means Content licensed for an unlimited number of uses for a one-time flat fee and expressly designated as "Royalty-Free" or "RF" by Corbis.
(g) "Term" means: (1) with respect to each license granted hereunder, the term specified herein or in the applicable Invoice and/or Specific Content Web Page, unless earlier terminated as provided herein and, (2) with respect to this Agreement, the term shall end on the earlier to occur of (i) termination or cancellation of this Agreement as provided herein or (ii) the expiration of all licenses issued under this Agreement.

25. Miscellaneous: This Agreement and any listed restrictions constitute the entire agreement between the parties with respect to the subject matter hereof and merge all prior and contemporaneous communications. This Agreement shall not be modified except by a written agreement signed by duly authorized representatives of Corbis, provided that no purchase order or similar document issued by You shall modify this Agreement even if signed by Corbis. If Corbis' performance of any of its obligations hereunder is delayed by labor dispute, war, governmental action, acts of terrorism, flood, fire, explosion, other act of nature, the public enemy, or any other matter not within Corbis' reasonable control, then the date for performance shall be extended by the time of such delay. If any provision of this Agreement is found invalid or unenforceable, the remainder of this Agreement shall remain valid and enforceable according to its terms. Accordingly, the parties agree that if any provisions are deemed not enforceable, they shall be deemed modified to the extent necessary to make them enforceable and in such manner as comes closest to the intentions of the parties to this Agreement as is possible. This Agreement will inure to the benefit of and be binding upon the parties, their successors and assigns, except that You may not assign or transfer this Agreement without Corbis' prior written consent.

age fotostock End-User License Agreement for Rights-Managed Images

THIS IS A LEGAL AGREEMENT BETWEEN YOU AND AGE FOTOSTOCK (APLICACIONES DE LA IMAGEN, S.L.). PLEASE READ THIS AGREEMENT CAREFULLY. BY DOWNLOADING AND/OR USING ANY RIGHTS MANAGED (RM) IMAGE YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT DO NOT DOWNLOAD OR USE ANY IMAGE CONTAINED IN THIS SITE.

IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF YOUR EMPLOYER AND/OR PRINCIPAL, THIS LICENSE AND ALL THE RESTRICTIONS AND LIMITATIONS RECITED HEREIN APPLY TO YOUR EMPLOYER AND/OR PRINCIPAL AS WELL AS TO YOU AS A REPRESENTATIVE AND/OR AGENT OF YOUR EMPLOYER AND/OR PRINCIPAL. YOU HEREBY FURTHER WARRANT AND REPRESENT TO AGE FOTOSTOCK THAT YOU HAVE FULL AND EXPRESS AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF YOUR EMPLOYER AND/OR PRINCIPAL AND THAT YOU WILL NOT USE ANY RIGHTS MANAGED IMAGE OBTAINED FROM AGE FOTOSTOCK FOR THE BENEFIT OF ANY OTHER PERSON OR ENTITY WITHOUT ENTERING INTO A SEPARATE LICENSE WITH AGE FOTOSTOCK .

ALL IMAGES ARE COPYRIGHTED AND ALL RIGHTS TO THESE IMAGES ARE OWNED BY AGE FOTOSTOCK AND ITS LICENSORS. AGE FOTOSTOCK RETAINS ALL RIGHTS NOT SPECIFICALLY GRANTED TO YOU BY THIS AGREEMENT. YOUR RIGHT TO USE ANY RIGHTS MANAGED IMAGE IS SUBJECT TO YOUR FULL PAYMENT OF THE LICENSE AND THE RESTRICTIONS SET FORTH IN THIS AGREEMENT.

I. Definitions

1.1 In this Agreement the following terms should have the following meanings:

RM Image (Rights Managed Image): means any visual representation generated optically, electronically, digitally or by any other means and which is licensed by age fotostock according to the terms of the present License agreement.

Invoice: means the computer generated or pre-printed invoice which includes without limitations the permitted scope of use of the RM Images selected and the corresponding price for the license of such RM Images.

Reproduction: means any form of copying or publication of the whole or part of any RM Image by any means whatsoever. Reproduction shall also include any distortion or manipulation of the whole or part of any RM image.

II. Rights Granted

2.1 Conditioned upon your full payment of the license and your compliance with the terms of the Invoice and this Agreement (including all restrictions), age fotostock grants You a non-exclusive (unless otherwise stated in the Invoice), non-sublicensable, non-transferable right to reproduce the RM Images listed in the Invoice in accordance with the reproduction rights granted and specified in the Invoice.

2.2 The rights hereby granted to you are non-transferable which means that any work that you produce using an RM Image must be for your own use, or for the use of your direct employer or client, who must be the end-user of your work (as long as all relevant data pertaining to any such end-user is clearly stated in the Invoice for having been provided to age fotostock prior to licensing). In any such event, You hereby agree to be jointly and severally liable for any breach of the terms hereof by your employer and/or client.

2.3 Unless otherwise specified on the Invoice, the license granted on the RM Images are strictly limited to the use, medium, period of time, print run, placement, size of image, territory and any other restrictions specified on the Invoice, which is incorporated into this agreement by this reference, and as incorporated together with this agreement constitutes the full license granted.

2.4 Unless otherwise stated in the Invoice, all licenses on the RM Images are granted for a one time use, in a single publication, single size, single territory, in one single language, and for a term of one (1) year from the date the applicable Invoice is issued.

2.5 All rights not specifically granted to You are reserved. The license fee on the RM Images depends on the nature of the rights granted, therefore You undertake to obtain an additional license before undertaking any expanded use of any RM Image.

2.6 The following credit line is required for any editorial use of any RM Image "©[Photographer's name]/[age fotostock]" For commercial uses, you shall include the credit described above when customary and appropriate.

III. Restrictions on use

3.1 The RM Images may not be used for any pornographic, unlawful purpose or use or to defame any person or violate any person's right of privacy or publicity or to infringe upon any copyright, trade name, trademark or service mark of any person or entity. Advance written permission from age fotostock is required for use of any RM Images for sensitive subjects, including without limitation, topics that may depict the subject matter of an RM Image in a negative or unfavourable light or subject persons to ridicule, and topics regarding all sexual issues, substance abuse, physical or mental abuse, alcohol, drugs, tobacco, AIDS, cancer, or serious physical or mental ailments, or the disparagement of a person or product.

3.2 age fotostock reserves the right not to license any RM Image for any reason whatsoever.

3.3 You may only use a single copy of the RM Image on a single computer. You may only download the RM Images onto one (1) computer hard drive or other computer medium and may not otherwise make, use or distribute copies of the RM Images for any purpose except as otherwise provided in the Invoice. Notwithstanding the foregoing, You shall be allowed to make one (1) backup copy for security purposes only.

3.4 Upon termination or expiration of the license, You shall cease any use of the RM Images and promptly erase or destroy any reproducible copies of the same.

IV. Unauthorized uses and indemnification

4.1 Any use of any RM Image beyond the scope of t he license set forth on the Invoice or in a manner not expressly authorized by/or in breach of the present Agreement constitutes infringement of copyright, entitling age fotostock to exercise all rights and remedies available under all applicable laws.

4.2 You shall be responsible for any damages resulting from any such copyright infringement, including without limitation any claims by a third party and you hereby agree to indemnify and hold harmless age fotostock and its subsidiaries, successors, affiliates, parent, officers, directors, employees, contractors, content providers, licensors, distributors or agents, against all claims (including without limitation, claims by third parties), liability, damages, judgments, settlements, costs and expenses, including reasonable legal fees and expenses, arising out of or related to any unauthorized use of any RM Image or any breach of any terms and conditions or restrictions of the present Agreement, (including any terms, conditions and restrictions included on the Invoice).

V. Releases

5.1 The rights that age fotostock grants do not include a license to, and age fotostock makes no warranties or representations that it licenses any rights related to any persons, places, properties (real, personal or any other kind) or subject matter depicted in the RM Images. The RM Images may be subject to copyrights, trademarks, rights o publicity, moral rights, property rights or other rights belonging to a third party. You are solely responsible for determining whether the use of the RM Images requires the consent of any other party or the license of any additional rights. You shall not rely solely on the information provided by age fotostock. You are solely responsible for obtaining all required releases and clearances which may be required. If You are unsure whether additional rights are required, it is Your sole responsibility to obtain appropriate legal counsel.

5.2 When age fotostock states in writing that a model or property release exists for any particular RM Image, age fotostock is only stating the existence of any such release without providing any representation or warranties on such release including without limitation any representation or warranties with regards to its validity, enforceability or fitness for any particular purpose.

5.3 In the event that age fotostock erroneously advices You that an RM Image is released when it is not, age fotostock's sole liability shall be the amount paid for the license of that particular RM Image.

VI. Payment

6.1 You are responsible for ensuring that all the information appearing in the Invoice is true, accurate and complete.

6.2 A late payment charge of one and one-half percent (1.5%) per month or such lesser amount as is allowed by law, on any unpaid balance until payment is received.

VII. Credit or cancellation

7.1 If any licensed Image is not reproduced by you in any way, You can, within thirty (30) days of the date of the Invoice, request in writing, the cancellation of the License, age fotostock may then proceed to cancel the Invoice and issue a full credit to your account or credit card. Nothing in this section shall apply to service, administration and shipping fees which shall be payable according to the terms stated on the Invoice and shall be non-refundable.

7.2 After 30 days, no cancellations will be accepted and the full amount invoiced shall be paid.

VIII. Warranty and limitation of liability

8.1 age fotostock warrants that: it has all necessary rights and authority to enter into and perform this Agreement. EXCEPT AS PROVIDED IN THIS SECTION, AGE FOTOSTOCK MAKES NO WARRANTIES (EXPRESS OR IMPLIED) WITH RESPECT TO THE RM IMAGES. AS STATED IN SECTION V ABOVE, AGE FOTOSTOCK GRANTS NO RIGHTS AND MAKES NO WARRANTIES WITH REGARDS TO THE USE OF NAMES, TRADEMARKS, TRADE DRESS, DESIGNS OR WORKS OF ART OR ARCHITECTURE DEPICTED IN ANY IMAGE, AND YOU MUST SATISFY YOURSELF THAT ALL THE NECESSARY RIGHTS AND CONSENTS REGARDING ANY OF THE ABOVE, AS MAY BE REQUIRED FOR THE INTENDED USE HAVE BEEN OBTAINED. WHILE AGE FOTOSTOCK MAKES EFFORTS TO USE ACCURATE CAPTION INFORMATION, AGE FOTOSTOCK DOES NOT WARRANT THAT SUCH INFORMATION IS ACCURATE. AGE FOTOSTOCK MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED REGARDING ANY RM IMAGES INCLUDING, WITHOUT LIMITATION, THAT THE RM IMAGES ARE ERROR FREE, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

8.2 EXCEPT FOR ANY LIABILITY WHICH CANNOT BY LAW BE EXCLUDED OR LIMITED, NEITHER AGE FOTOSTOCK NOR ANY OF AGE FOTOSTOCK'S SUBSIDIARY, SUCCESSOR, PARENT, AFFILIATE, PARTNER, OFFICER, DIRECTOR, EMPLOYEE, CONTRACTOR, CONTENT PROVIDER, LICENSOR, DISTRIBUTOR OR AGENT SHALL BE LIABLE FOR ANY GENERAL, PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES, OR LOST PROFITS OR ANY OTHER DAMAGES, COSTS OR LOSSES ARISING OUT OF THE USE OR INABILITY TO USE THE RM IMAGES OR OTHERWISE, EVEN IF AGE FOTOSTOCK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES. AGE FOTOSTOCK'S MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE USE OF OR INABILITY TO USE THE IMAGES SHALL, TO THE EXTENT PERMITTED BY LAW, BE LIMITED TO THE LICENSE PAID FOR THE PARTICULAR RM IMAGE.

8.3 THE REPRESENTATIONS AND WARRANTIES MADE BY AGE FOTOSTOCK IN THIS AGREEMENT APPLY ONLY TO THE RM IMAGES AS DELIVERED BY AGE FOTOSTOCK AND WILL BE INVALID IF THE RM IMAGES ARE USED IN ANY MANNER NOT SPECIFICALLY AUTHORIZED IN THIS AGREEMENT.

IX. Severability

9.1 Should any provision of this Agreement be found invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected and shall remain in full force and effect. Such provisions shall be revised only to the extent necessary to make them enforceable.

X. Entire Agreement

10.1 This Agreement contains all the terms of the license agreement for the RM Images and no terms or conditions may be added or deleted unless made in writing and signed by an authorized representative of both parties. In the event of any inconsistency between the terms contained herein and the terms contained on any purchase order or other communication sent by You, the terms of this Agreement shall govern.

XI. Law and Venue

11.1 This Agreement, and all matters collateral thereto, shall be governed by and construed in accordance with the laws of Spain, excluding the application of its conflicts of law rules, and any dispute arising hereunder shall be litigated solely in a court of competent jurisdiction in Barcelona, Spain. Notwithstanding the foregoing, this provision shall not prevent age fotostock, from addressing any competent court, tribunal or venue to which it might be entitled, in order to seek for interim measures or any other legal remedies.

11.2 This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly disclaimed.

If you are unsure of your rights under this License Agreement or would like to acquire additional rights, please contact us at our toll free number 900 256 900 (from Spain) or +34 93 300 2552 (from outside Spain) or send us an email age@agefostock.com.

Bilderlounge Royalty-free End-User License Agreement

bilderlounge media GmbH, Föhringer Allee 23a, 85774 Unterföhring, Federal Republic of Germany
Tel: +49 (0)89 46 13 36 90 Fax: +49 (0)89 46 13 36 95 info@bilderlounge.com

BILDERLOUNGE ROYALTY FREE LICENSE AGREEMENT
If you are entering into this Agreement on behalf of your employer, the License granted and the restrictions and limitations on the use of the images set forth below apply to your employer as well as to you as a representative of your employer. Should you cease working for your employer, your employer (but not you) may continue to use the images under the terms of this Agreement.
1. LICENSE GRANT AND RESTRICTIONS
1.1 bilderlounge media GmbH (“bilderlounge”) grants you a non-transferable, nonexclusive, worldwide, perpetual license to store, reproduce and use the specific image(s) that you have purchased during this transaction, and any authorized derivatives or copies thereof, (collectively the “Images”) for your own commercial or non-commercial use as set out in clause 1.3 below, but not for any other purposes.
1.2.1 The Images may be shared by creating an image library, image storage jukebox, network configuration or similar arrangement as long as no more than ten (10) individuals (including you) employed by the same entity have access to the Images (subject to clause 1.2.2 below). You expressly acknowledge that this is not a “simultaneous users license” and you may not have more than ten (10) specific people access the Images even if only ten (10) people are accessing the Images at any particular time.
1.2.2 If you are an intermediary (e.g. an advertising or design agency) the Images must only be used by one client of yours, who must agree to be bound by the terms of this Agreement. For the Images to be used by another client you will first have to purchase Extended License Rights from bilderlounge. You may allow individuals employed by your client to have access to the Images, provided the total number of individuals with access to the Images (including all those within your organization and the client) remains no more than ten (10).
1.3 Specifically, you may:
1.3.1 use the Images any number of times on a worldwide, unlimited and perpetual basis as a part of advertising and promotional materials, packaging; multi-media including web design, broadcasting, film/video/DVD, publishing; materials for personal, non-commercial use;
1.3.2 alter, manipulate and crop the Images;
1.3.3 use the Images in any other manner approved in writing by bilderlounge.
1.4 Specifically, you may not:
1.4.1 sublicense, re-license, rent, resell or lease any of the Images to third parties separate or independent from a specific product, website, or similar;
1.4.2 copy or publish any of the Images to a network or bulletin board, or otherwise distribute or allow any of the Images to be distributed to or used by anyone other than the ten (10) authorized users, without prior written consent from bilderlounge or its Sales Agent; you acknowledge that for extended usage by more than ten (10) individuals, you will first have to purchase Extended License Rights from bilderlounge;
1.4.3 under the terms of this Agreement use the Images in commercial products where the Images make up a significant part of the re-sale value of the product (i.e., postcards, posters, calendars, etc.). For such usages of an Image you must acquire an extended onetime Commercial Product Image License from bilderlounge;
1.4.4 use any of the Images to promote a business that sells or licenses photographic images, or otherwise competes with bilderlounge in any manner;
1.4.5 sub-license, resell or otherwise distribute the Images to third parties except as an integral part of your product or web-page and only for the life and extent of such a product;
1.4.6 make the high-resolution (300dpi or above) Images accessible for download beyond the scope of the license rights provided by this Agreement or place the Images on-line in an FTP or other digital format;
1.4.7 incorporate any of the Images in a logo, trade mark or service mark;
1.4.8 use the Images in ways or contexts that might reasonably be construed as pornographic, defamatory, libellous or otherwise unlawful;
1.4.9 use the Images in such a way as to imply that any model depicted in the Images personally uses or endorses a product or service (for example, in testimonial advertising);
1.4.10 use Images depicting any model in any unduly controversial or unflattering context, unless accompanied with a statement indicating that the person is a model and the Images are being used for illustrative purposes only;
1.4.11 delete or alter the copyright symbol, the name bilderlounge, or identification number or any other information from the electronic file by which the Images are supplied to you or from any copies of those files.
2. WARRANTY AND DISCLAIMER
2.1 bilderlounge warrants the digital copy of the Images in the form duly purchased by you or your employer to be free from technical defects for 90 days from delivery. The sole and exclusive remedy for a breach of the foregoing warranty is the replacement of the digital copy of the Images or refund of the purchase price, at bilderlounge’s sole option.
bilderlounge shall not, however, be liable if defects arise as a result of any modification, variation or addition to the Images not performed by us or caused by any abuse, corruption or incorrect use of the Images with equipment or software which is incompatible. BILDERLOUNGE MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. OUR LIABILITY TO YOU FOR ANY LOSSES SHALL NOT EXCEED THE AMOUNT YOU ORIGINALLY PAID FOR THE IMAGES. Some states do not permit the exclusion of implied warranties, and you may have other rights, which may vary from state to state. NEITHER BILDERLOUNGE NOR ITS LICENSORS SHALL BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY GENERAL, SPECIAL, DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR OTHER DAMAGES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) ARISING OUT OF THIS LICENCE, THE USAGE OF THE IMAGES INCLUDING ANY CLAIM FOR LOST PROFITS OR LOST SAVINGS, OR FOR ANY CLAIM OF A THIRD PARTY OR OTHERWISE. HOWEVER, NOTHING IN THIS LICENCE LIMITS LIABILITY FOR FRAUDULENT MISREPRESENTATION OR OUR LIABILITY TO YOU IN THE EVENT OF DEATH OR PERSONAL INJURY RESULTING FROM OUR NEGLIGENCE.
2.2 It is a condition of this Agreement that you obtain all necessary rights, model releases or consents which may be required for reproduction and use of the Images. We make no warranties with regard to the use of names, people, buildings, trade marks or copyright material depicted in any Image.
3. CONSEQUENCES OF BREACH
3.1 Without prejudice to bilderlounge’s other rights and remedies, the License and your right to use the Images shall automatically terminate, without prior notice or refund of any moneys paid, if you breach any express or implied term of this Agreement. In the event of termination, you must immediately destroy or delete all copies of the Images or, at bilderlounge’s request, return them to bilderlounge.
3.2 You agree to indemnify bilderlounge and hold bilderlounge harmless against all claims arising out of any breach by you of this Agreement.
4. RESERVATION OF RIGHTS AND PROTECTION OF INTELLECTUAL PROPERTY
4.1 All rights to the Images are owned by bilderlounge and / or its licensors and are protected internationally by copyright and other applicable laws. bilderlounge and its licensors retain all rights not expressly granted under this Agreement. You may be held legally responsible for any copyright infringement that is caused or encouraged by your failure to comply with the terms of this Agreement.
5. OTHER CONDITIONS
5.1 Use of the Images must be in compliance with all applicable laws, statutes and regulations. bilderlounge reserves the right to discontinue the use of any Image for any reason and elect to replace the Image with an alternative Image. Upon notice of any discontinuance of a License for a particular Image, you and your client, if applicable, agree not to use the Image in the future. If any part of this Agreement is found void and unenforceable, it will not affect the validity of the remaining terms of the Agreement, which shall remain valid and enforceable according to its terms. This Agreement represents the entire Agreement between the parties relating to its subject matter and may not be amended except in writing signed by an authorized representative of both parties.
5.2 The laws of the Federal Republic of Germany whose courts are the courts of exclusive jurisdiction govern this Agreement, save that bilderlounge shall have the right to bring proceedings in any jurisdiction to obtain injunctive or other relief against you in the event that, in the opinion of bilderlounge, such action is necessary or desirable. If you wish to use the Images in a manner not permitted under this License Agreement, please contact bilderlounge media GmbH at info@bilderlounge.com or by telephoning +49 (0) 89 46 13 36 90.
Copyright © bilderlounge media GmbH. www.bilderlounge.com. All rights reserved. (03/2007)

Denkou Images Royalty-free End-User License Agreement

The following legal documents comprises the Denkou Images Royalty-Free End-User License Agreement. Users seeking to use royalty-free images are urged to review this document carefully. Questions about this EULA should be directed to your account representative.

Denkou Images ROYALTY-FREE END-USER LICENSE AGREEMENT
Please read this Agreement carefully before purchasing or using any royalty-free image ("Image") from Denkou Images. If you are unsure of your rights under this Agreement, or if you wish to license additional rights or add additional users not otherwise permitted hereunder, please contact Denkou Images by calling (0049)403-980-686-8, or by email at info@denkouimages.com.
By using an Image or exercising any rights granted under this End-User License Agreement (the "Agreement"), you agree to be bound by this Agreement. If you do not wish to accept the terms of this Agreement, you may return the unused image or Image CD-ROM ("CD") to Denkou Images within seven days from the invoice date for a refund of the purchase price. Denkou Images and its suppliers own the rights to the Images, CD, and Denkou Images Website. All rights not specifically granted by this Agreement are reserved by Denkou Images.

1. Definitions In this Agreement the following definitions apply:
"Invoice" means the computer-generated or pre-printed invoice provided by Denkou Images or an authorized distributor that may include, without limitation, the Licensed Material selected, any limitations on the license in addition to those specified herein and the corresponding price for the license of such Licensed Material. The Invoice shall be incorporated into this Agreement and all references to the Agreement shall include the Invoice.
"Licensed Material" means any still image, visual representation generated optically, electronically, digitally or by any other means, including any negatives, transparencies, prints, original digital files or any Reproductions thereof, or any other product protected by copyright, trademark, patent or other intellectual property right, which is licensed to Licensee by Denkou Images Images under the terms of this Agreement. Any reference in this Agreement to the Licensed Material shall be to each individual item within the Licensed Material and also to the Licensed Material taken as a whole.
"Reproduction" and "Reproduce" mean any form of copying or publication of the whole or part of any Licensed Material, via any medium by whatever means, and the distortion or manipulation of the whole or any part of the Licensed Material and the creation of any derivative work from the Licensed Material.
"User" means any employee or subcontractor of the Licensee who manipulates, edits, or modifies the original digital file containing the Licensed Material or incorporates the Licensed Material within any derivative work.

2. Grant of Rights
Subject to the terms of this Agreement:
Licensee has the non-exclusive, non-transferable, non-sublicensable right to Reproduce the Licensed Material identified in the Invoice an unlimited number of times in any and all media for the following purposes (together the “Permitted Uses”): Advertising and promotional materials; Broadcast and theatrical exhibitions; Print publications and physical products; Electronic publications including website design, up to a maximum resolution of 72dpi; and any other uses approved in writing by Denkou Images. Licensee has the right to have the Licensed Material Reproduced by subcontractors of Licensee, provided that Licensee ensures that such subcontractors agree to abide by the provisions of this Agreement. Licensee may alter, crop, manipulate and create derivative works of the Licensed Material. Licensee's rights to the Licensed Material are worldwide and perpetual.

3. Restrictions on Use
Except as provide herein, Licensee may not Sublicense, sell, assign, convey or transfer any of its rights under this Agreement, but Licensee may sell or license derivative works incorporating the Image(s). However, Licensee may not include the Image(s) in an electronic template intended to be used by third parties on electronic or printed products. Sell, license or distribute its final product in such a way that permits Licensee's end users to extract or access the Image(s) as a stand-alone file. Incorporate the Image(s) into a logo, trademark or service mark.
• Distribute, post or upload the Image(s) online in a downloadable format or enable it to be distributed via mobile telephone devices.
• Use any Image in a pornographic, defamatory, libelous or otherwise illegal manner, whether directly or in context or juxtaposition with other materials.
• Decompile, reverse engineer, disassemble or otherwise reduce the software on the CD_ROM or other storage media to a human readable form.

4. Number of Users / Seat License
Licensee may store the Images on a server, image library or network configuration to be viewed by Licensee or its clients provided that no more than 10 persons can access the Image(s). Before permitting access to more than 10 persons, Licensee must upgrade the seat license from Denkou Images.

5. Warranties and Limitation of Liability
Denkou Images represents that it has the right to grant the license herein and warrants the Image(s) to be free from defects in material and workmanship for 30 days from delivery. The sole and exclusive remedy for a breach of the foregoing warranty is the replacement of the CD-ROM or refund of the purchase price, at Denkou Images' option.
DENKOU IMAGES MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, REGARDING, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. DENKOU IMAGES DOES NOT WARRANT THAT CAPTION INFORMATION IS ACCURATE.
DENKOU IMAGES SHALL NOT BE LIABLE TO LICENSEE OR ANY OTHER PERSON OR ENTITY FOR ANY GENERAL, PUNITIVE, SPECIAL, DIRECT, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES, OR LOST PROFITS OR ANY OTHER DAMAGES, COSTS OR LOSSES ARISING OUT OF LICENSEE'S USE OF THE IMAGES, OR OTHERWISE, EVEN IF DENKOU IMAGES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES. DENKOU IMAGES' MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH LICENSEE'S USE OF OR INABILITY TO USE THE IMAGE(S) (WHETHER IN CONTRACT, TORT OR OTHERWISE) SHALL, TO THE EXTENT PERMITTED BY LAW, BE LIMITED TO THE VALUE OF 10 TIMES THE VALUE PAID BY THE LICENSEE FOR THE IMAGES.

6. Indemnity
Licensee agrees to defend, indemnify and hold Denkou Images and its parent, subsidiaries and affiliates and their respective officers, directors and employees harmless from all damages, liabilities and expenses (including reasonable attorneys' fees and costs), arising out of or as a result of claims by third parties relating to Licensee's use of any Image(s) outside the scope of this Agreement or any other breach by Licensee of this Agreement.

7. Payment Terms
No licenses are granted until full payment of Denkou Images' invoice is received. Unless credit terms have specifically been agreed directly between Denkou Images and the Licensee, payment of Denkou Images' invoices must be received on the sooner of fourteen (14) days of its date net, without any discounts, or prior to the publication of any Image(s). The licensee agrees to pay Denkou Images a service charge of two (2) percent per month on any unpaid balance after this time period for the use of the Image(s).
Any disputes concerning the invoice must be submitted in writing, within five (5) business days of the invoice date, or the licensee shall be deemed to have accepted the invoice as issued.

8. Termination and Revocation
The license contained in this Agreement will terminate automatically without notice from Denkou Images if Licensee fails to comply with any provision of this Agreement. Upon termination, Licensee must immediately stop using the Licensed Material; destroy or, upon the request of Denkou Images, return the Licensed Material to Denkou Images; and delete or remove the Licensed Material from Licensee's premises, computer systems and storage (electronic or physical).
Denkou Images reserves the right to revoke the license to use the Licensed Material for good cause and elect to replace such Licensed Material with alternative Licensed Material. Upon notice of any revocation of a license for any particular Licensed Material, Licensee shall immediately cease using such Licensed Material and shall where possible ensure that its clients and customers do likewise.

9. Condition of Licensed Material
Licensee should examine all Licensed Material for possible defects (whether digital or otherwise) before sending any Licensed Material for Reproduction. Denkou Images shall not be liable for any loss or damage suffered by Licensee or any third party, whether directly or indirectly, arising from any alleged or actual defect in any Licensed Material or its caption or in any way from its Reproduction.

10. Miscellaneous Terms
Unauthorized Use Any use of Licensed Material in a manner not expressly authorized by this Agreement or in breach of a term of this Agreement constitutes copyright infringement, entitling Denkou Images Images 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 Denkou Images' other remedies under this Agreement, Denkou Images reserves the right to charge and Licensee agrees to pay a fee equal to five times Denkou Images' normal license fee for use of the Licensed Material.
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.
Governing Law This Agreement will be governed in all respects by the laws of the Federal Republic of Germany. Jurisdication place is Hamburg.
Waiver No action of Denkou Images, other than express written waiver, may be construed as a waiver of any provision of this Agreement. A delay on the part of Denkou Images in the exercise of its rights or remedies will not operate as a waiver of such rights or remedies.
Entire Contract
This contract contains all the terms of the license agreement and no terms or conditions may be added or deleted unless made in writing and signed by an authorized representative of both parties.

© 2007 Denkou Images GmbH. All rights reserved.

Design Pics Inc. "Royalty-free" End-User License Agreement

NOTICE: This is a legal contract made between you (“Licensee”) and Design Pics Inc. (“Licensor”) and should be read carefully.

By acquiring any or all images through your membership, CD Collections, or the purchase of single images, you agree to be bound by this agreement. If you do not agree, do not proceed to download or utilize any images and your membership or purchase fees will be refunded where applicable as provided below.

1. Conditions of Agreement: When you acquire an image(s) (hereinafter “Image” or “Images”) from Licensor, in all cases you do so pursuant to this Royalty-Free License Agreement (the “Agreement”). If you do not agree to comply with all the terms and conditions of this Agreement, then you cannot proceed to download or use any images, you cannot use or copy the Images in any fashion, you must delete any and all copies you have and, where you have not as yet obtained any Images, your membership fees or purchase price will be subject to refund.

2. Grant of Limited License: If you accept this Agreement, then you are granted a limited, revocable, personal, non-transferable, and non-exclusive license (the “License”) to copy, modify and use the Image(s) an unlimited number of times in your personal, professional, internal, editorial and client projects in any of the following final projects or works:
• printed materials including newsletters, brochures, pamphlets, booklets, etc.,
• annual reports, manuals, presentations, printed or electronic,
• sales tools, promotional materials, billboards & exhibits,
• advertising and promotional campaigns, printed or electronic
• editorial works including magazines, newspapers, books, etc.,
• calendars, greeting cards, posters, banners, trade show displays, etc.,
• packaging including software, music CD’s, video tapes, DVD’s, retail, etc.,
• broadcast & theatrical presentations
• on-line newspapers, book presentations, web-site and multimedia design projects (on the strict condition that the image resolution of each Image so used may not exceed 72dpi).

3. Conditions of Grant of License: The grant of License with respect to each Image is subject to the following conditions, any breach of which you acknowledge will cause loss and damage to Licensor:

a) All images used, published or displayed on the World Wide Web or in any online, multi-media or other electronic or digital format may only be used, published or displayed in a resolution and format of 72 DPI or less, to prevent unauthorized replication or copying of the image from the web site in which the image is used;

b) No print quality images (whether low, medium or high resolution files) can be placed on-line in a downloadable or FTP (file transfer protocol) format;

c) Images may not be copied in whole or in part for any purpose other than for use by you as non-exclusive licensee, and may not be copied for re-sale, other than for inclusion in work generated by you;

d) You may not sell, license, or distribute work in any way which allows the client to access the images as a stand-alone file.

e) You may not rent, transfer or grant any rights to the Images, or any compilation, derivative or collective work containing the Images, to any third party without the prior written consent of Licensor;

f) You may not use, promote, offer or market Images for resale, redistribution, sublicense, rent, lease, or re-license;

g) You may not post Images on any electronic bulletin board, news group or on UseNet or similar facility or service;

h) You may not use, or permit others to use, Images, or any portion of an Image, in such a fashion as to create or have the Image be associated with any pornographic, libellous, defamatory, obscene, immoral, demeaning, fraudulent or objectionable design, image, website, publication, document, record, or use of any kind;

i) You may not use, or permit others to use, Images to create an endorsement or opinion, for or against, any political party, product or service, cause or organization or with respect to “sensitive” subjects which include by way of example, but are not limited to, hygiene products, promotion of sexual enhancement drugs, promotion of adult materials, sexual topics, sexuality, pornography, brochures with respect to child abuse, mental health issues, or similarly potentially controversial topics without express written permission from Licensor;

j) Images may not be used in association with any discriminatory content, whether with respect to age, gender, racial or ethnic origin, sexual orientation, marital status, physical or mental handicap, or similar matters, or content constituting hate literature;

k) Images, or any part thereof, may not be used or incorporated in any way as to form part of a logo, trademark, or service mark.

l) Images may not be used in a fashion contrary to applicable law and may not be shipped, transferred or exported into any country where so doing would be illegal, or used in any manner prohibited by Canadian laws, restrictions or regulations;

m) Use of any Image in a manner not expressly permitted in this Agreement is prohibited.

n) Licensor grants no rights and makes no warranties with regard to the use of names, trademarks, trade dress, or copyrighted designs or works of art or architecture, registered or unregistered, depicted in any Licensed Material, and Licensee must satisfy itself that all necessary rights or consents regarding any the above, as may be required for reproduction, have been obtained;

o) Licensor reserves the right to revoke the license to use a specific image for good cause and elect to replace the image with an alternative image. In the unlikely event that this should occur, upon notice of the revocation of a license for a particular image, Licensee shall immediately cease using such image and shall ensure that its clients and customers do likewise.

4. Further Limitations on Use: In the event that it is possible, for any reason, that, with respect to any works containing Images, that a use of the Image and the model(s) appearing therein may fall under the above noted conditions, you agree to seek the consent of Licensor before proceeding and further that you will not use Images in such circumstances without first obtaining such consent, which must be in writing. Written consent must be provided for the use of the image(s) under these circumstances. If in doubt, you agree to contact Licensor management by email to clarify the use of the image. Please contact info@designpics.com or call 1-877-337-5433 to inquire about image use consent.

5. Term and Termination: If you do not comply with the terms and conditions of this Agreement, the License shall be automatically terminated, in which case you will have no further permission, license or right to possession or use of Images and you must remove all copies of Images from media in which they are contained and no printed copies of the Images will be permitted for publication or distribution. You must further remove all digital copies of such Images from all hard drives or digital storage devices and destroy all digital copies contained on any removable hard drives, CD’s, DVD’s or any other media on which the images can be found. This license shall remain in force unless and until terminated.

6. Ownership: This Agreement grants a limited license allowing use of Images under the terms and conditions of this Agreement and not otherwise. You do not own the Images and no proprietary interest or any right or title is transferred to you. All right, title, interest and copyrights in the Images remain with Licensor or its licensors or contributing photographers. Images are protected by Canadian and international laws regarding copyrights and moral rights, as well as international treaties and other applicable laws. Licensor retains all rights not expressly granted by this license agreement, including all morale rights to the Images.

7. Limited Warranty: Licensor warrants the Images to be free from defects in material and workmanship for 90 days from delivery. Your sole and exclusive remedy for a breach of this warranty is the replacement of the Image or a refund of the pro-rated purchase price of that Image, at the option of Licensor.

8. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THERE ARE NO OTHER REPRESENTATIONS, WARRANTIES, TERMS, CONDITIONS, GUARANTEES OR COVENANTS, EXPRESS, IMPLIED OR OTHERWISE, GIVEN BY LICENSOR OR AFFECTING ANYTHING TO BE DELIVERED BY LICENSOR UNDER THIS AGREEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, YOU HEREBY WAIVE AND LICENSOR HEREBY DISCLAIMS ANY WARRANTY OR CONDITION OF MERCHANTABLE QUALITY OR FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTY OR CONDITION ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE. WITHOUT DEROGATING FROM ANY OTHER LIMITATION OF LIABILITY CONTAINED IN THIS AGREEMENT, YOU AGREE THAT THE AGGREGATE OF ALL LIABILITY ON THE PART OF LICENSOR FOR BREACH OF ANY WARRANTY CONTAINED IN THIS AGREEMENT OR OF ANY OTHER PROVISION OF THIS AGREEMENT OR OF ANY AGREEMENT CONTEMPLATED BY THIS AGREEMENT OR ANY OTHER BREACH GIVING RISE TO LIABILITY, INCLUDING A BREACH OF A CONDITION OR FUNDAMENTAL TERM OR FUNDAMENTAL BREACH OR BREACHES OR IN ANY OTHER WAY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY AGREEMENT CONTEMPLATED BY THIS AGREEMENT, FOR ANY AND ALL CAUSES OF ACTION WHATSOEVER AND, REGARDLESS OF THE FORM OF ACTION (INCLUDING BREACH OF CONTRACT, STRICT LIABILITY OR TORT INCLUDING NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY), SHALL BE LIMITED TO YOUR ACTUAL DIRECT PROVABLE DAMAGES IN AN AMOUNT NOT TO EXCEED THE SUM OF ONE HUNDRED DOLLARS ($100.00) IN UNITED STATES CURRENCY. YOU AGREE THAT, EVEN IF LICENSOR HAS BEEN ADVISED BY YOU OF THE POSSIBILITY OF SUCH DAMAGES, IN NO EVENT WILL LICENSOR BE LIABLE FOR DAMAGES IN THE NATURE OF PUNITIVE, EXEMPLARY, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION, LOST BUSINESS REVENUE, LOST PROFITS, FAILURE TO REALIZE EXPECTED SAVINGS OR REVENUES, LOSS OF DATA, LOSS OF BUSINESS OPPORTUNITY, ECONOMIC LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR ANY CLAIM AGAINST YOU BY ANY OTHER PARTY. THIS AGREEMENT PROVIDES LICENSES AND SERVICES AND IS NOT A SALE OF GOODS AND IN ANY EVENT THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE SALE OF GOODS IS EXPRESSLY DISCLAIMED AND NOT APPLICABLE TO THIS AGREEMENT.

9. Equitable Remedies and Injunctions: You agree and acknowledge that a breach of this Agreement by you will cause Licensor irreparable harm from which no adequate remedy exists at law, and for which damages will not be an adequate remedy, and that upon any such breach or threatened breach Licensor shall be entitled to injunctive relief without prejudice to any other right in law or equity and without the necessity of prior demand or proof of damage.

10. Governing Law: This Agreement will be governed by the laws in force in the Province of Alberta, excluding the application of its conflicts of law rules. Subject to the rights of Licensor to make application for injunctive or other equitable relief in any court of competent jurisdiction, you hereby agree that the jurisdiction for enforcement of this Agreement and any disputes related to it shall be the Court of Queen’s Bench, or its successor, at Edmonton, Alberta, Canada and you specifically attorn to the jurisdiction of the said court.

11. Severability: If any part of this Agreement is found void and unenforceable, it will not affect the validity of the balance of the Agreement, which shall remain valid and enforceable according to its terms. You agree that the Software (images) will not be shipped, transferred or exported into any country or used in any manner prohibited by Canadian Federal Law, restrictions or regulations.

12. Enurement: This Agreement shall enure to the benefit of the parties and their respective heirs, executors and permitted assigns.

13. Assignment: You may not assign this Agreement which is a mere license personal to you. By proceeding with the purchase and or use of any images from Design Pics, you have fully agreed to the above terms and conditions as set out in this agreement.

Copyright © 2004, Design Pics Inc. All rights reserved.

Getty Images’ Royalty-free Image and Film License Agreement

THIS IS A LEGAL AGREEMENT BETWEEN YOU ("LICENSEE") AND A SUBSIDIARY OF GETTY IMAGES, INC. ("GETTY IMAGES"). THIS AGREEMENT APPLIES TO LICENSES ISSUED VIA THE WEB AND VIA LOCAL SALES REPRESENTATIVES, AND IS APPLICABLE TO ONLINE, DIGITAL AND ANALOGUE (PHYSICAL) DELIVERY OF LICENSED MATERIAL (THE “AGREEMENT”).

1. Definitions. In this Agreement the following definitions apply:

1.1. "Invoice" means the computer-generated or pre-printed invoice provided by Getty Images or an authorized distributor that may include, without limitation, the Licensed Material selected, any limitations on the license in addition to those specified herein and the corresponding price for the license of such Licensed Material. The Invoice shall be incorporated into this Agreement and all references to the Agreement shall include the Invoice.
1.2. "Licensed Material" means any still image, film or video footage, audio product, visual representation generated optically, electronically, digitally or by any other means, including any negatives, transparencies, film imprints, prints, original digital files or any Reproductions thereof, or any other product protected by copyright, trademark, patent or other intellectual property right, which is licensed to Licensee by Getty Images under the terms of this Agreement. Any reference in this Agreement to the Licensed Material shall be to each individual item within the Licensed Material and also to the Licensed Material taken as a whole.
1.3. "Reproduction" and "Reproduce" mean any form of copying or publication of the whole or part of any Licensed Material, via any medium by whatever means, and the distortion or manipulation of the whole or any part of the Licensed Material and the creation of any derivative work from the Licensed Material.
1.4. “User” means any employee or subcontractor of the Licensee who manipulates, edits, or modifies the original digital file containing the Licensed Material or incorporates the Licensed Material within any derivative work.

2. Grant of Rights. Subject to the terms of this Agreement:

2.1. Licensee has the non-exclusive, non-transferable, non-sublicensable right to Reproduce the Licensed Material identified in the Invoice an unlimited number of times in any and all media for the following purposes (together the “Permitted Uses”):
2.1.1. Advertising and promotional materials;
2.1.2. Broadcast and theatrical exhibitions;
2.1.3. Print publications and physical products;
2.1.4. Electronic publications including website design, up to a maximum resolution of 72dpi; and
2.1.5. Any other uses approved in writing by Getty Images.
2.2. Licensee has the right to have the Licensed Material Reproduced by subcontractors of Licensee, provided that Licensee ensures that such subcontractors agree to abide by the provisions of this Agreement.
2.3. Licensee may alter, crop, manipulate and create derivative works of the Licensed Material.
2.4. Licensee's rights to the Licensed Material are worldwide and perpetual.

3. Restrictions.

3.1. Licensee may store the Licensed Material in a digital library, network configuration or similar arrangement to allow the Licensed Material to be viewed by employees, partners and clients of Licensee, but under no circumstance may the Licensed Material ever be used by more than 10 Users unless a separate seat license is purchased for each additional User, before such additional use begins.
3.2. Licensee may not sublicense, sell, assign, convey or transfer this Agreement or any of its rights under this Agreement but Licensee may sell or license derivative works incorporating the Licensed Material. However, Licensee may not include the Licensed Material in an electronic template intended to be Reproduced by third parties on electronic or printed products.
3.3. Licensee may not sell, license or distribute any derivative work containing the Licensed Material in a way that would allow a third party to download, extract or access the Licensed Material as a standalone file.
3.4. Licensed Material shall not be incorporated into a logo, trademark or service mark.
3.5. Licensee may not post the Licensed Material online in a downloadable format or enable it to be distributed via mobile telephone devices.
3.6. If any Licensed Material featuring a model is used in (i) a manner that would lead a reasonable person to believe that the model personally uses or endorses a product or service; or (ii) connection with a subject that would be unflattering or unduly controversial to a reasonable person, Licensee must accompany each such use with a statement that indicates that the person is a model and the Licensed Material is being used for illustrative purposes only.
3.7. The Licensed Material may not be used in a pornographic, defamatory or otherwise illegal manner, whether directly or in context or juxtaposition with other materials.
3.8. Licensee must retain the copyright symbol, the name of Getty Images, the Licensed Material's identification number and any other information as may be invisibly embedded in the electronic file containing the original Licensed Material.
3.9. Licensee must abide by any restriction on use notified to it by Getty Images before or at the time of delivery of the Licensed Material, either in the information accompanying the Licensed Material or otherwise.
3.10. If the Licensed Material is used in an editorial manner, Licensee must include the following credit adjacent to the Licensed Material: “[Photographer’s name]/[Name of collection]/Getty Images”.
3.11. While efforts have been made to correctly caption the subject matter of the Licensed Material, Getty Images does not warrant the accuracy of such information.

4. Copyright.No ownership or copyright in any Licensed Material shall pass to Licensee by the issuance of the license contained in this Agreement. Except as expressly stated in this Agreement, Getty Images grants Licensee no right or license, express or implied, to the Licensed Material.

5. Warranty and Limitation of Liability.

5.1. Getty Images warrants that: (i) it has all necessary rights and authority to enter into and perform this Agreement; (ii) the Licensed Material will be free from defects in material and workmanship for 30 days from delivery (Licensee’s sole and exclusive remedy for a breach of this warranty being the replacement of the Licensed Material); and (iii) the Licensee’s use of the Licensed Material in its original form and when used in accordance with this Agreement and the Invoice, will not infringe on any copyright, moral right, trademark or other intellectual property right and will not violate any right of privacy or right of publicity.
5.2. GETTY IMAGES MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE LICENSED MATERIAL, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. GETTY IMAGES SHALL NOT BE LIABLE TO LICENSEE OR ANY OTHER PERSON OR ENTITY FOR ANY GENERAL, PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES, OR LOST PROFITS OR ANY OTHER DAMAGES, COSTS OR LOSSES ARISING OUT OF LICENSEE'S USE OF THE LICENSED MATERIAL OR OTHERWISE, EVEN IF GETTY IMAGES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES. GETTY IMAGES’ MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH LICENSEE’S USE OF OR INABILITY TO USE THE LICENSED MATERIAL (WHETHER IN CONTRACT, TORT OR OTHERWISE) SHALL, TO THE EXTENT PERMITTED BY LAW, BE LIMITED TO THE VALUE OF 10 TIMES THE VALUE PAID BY THE LICENSEE FOR THE LICENSED MATERIAL.
5.3. THE REPRESENTATIONS AND WARRANTIES MADE BY GETTY IMAGES IN THIS AGREEMENT APPLY ONLY TO THE LICENSED MATERIAL AS DELIVERED BY GETTY IMAGES AND WILL BE INVALID IF THE LICENSED MATERIAL IS USED BY LICENSEE IN ANY MANNER NOT SPECIFICALLY AUTHORIZED IN THIS AGREEMENT OR IF LICENSEE IS OTHERWISE IN BREACH OF THIS AGREEMENT.

6. Indemnification.

6.1. Provided that the Licensed Material is only used in accordance with this Agreement and Licensee is not otherwise in breach of this Agreement, Getty Images shall defend, indemnify and hold Licensee harmless from all damages (excluding punitive damages), liabilities and expenses (including reasonable attorney’s fees and permitted and authorized costs), arising out of or connected with any actual or threatened lawsuit, claim or legal proceeding alleging that Getty Images is in breach of its warranties given in section 5 above. The foregoing states Getty Images' entire indemnification obligation under this agreement and Licensee's sole and exclusive remedy for any alleged or actual breach of the representations and warranties set forth in section 5 above.
6.2. Licensee shall defend, indemnify and hold Getty Images and its parent, subsidiaries and commonly owned or controlled affiliates and their respective officers, directors and employees harmless from all damages (except punitive damages), liabilities and expenses (including reasonable attorneys’ fees and permitted and authorized costs), arising out of or as a result of claims by third parties relating to Licensee's use of any Licensed Material outside the scope of this Agreement or any other breach by Licensee of this Agreement.
6.3. The party seeking indemnification pursuant to this section 6 shall promptly notify the other party of such claim. At indemnifying party's option, indemnifying party may assume the handling, settlement or defense of any claim or litigation, in which event indemnified party shall cooperate in the defense thereof. Indemnified party shall have the right to participate in such litigation, at its expense, through counsel selected by indemnified party. The indemnifying party will not be liable for legal fees or other costs incurred prior to the other party giving notice of the claim for which indemnity is sought.

7. Termination and Revocation.

7.1. The license contained in this Agreement will terminate automatically without notice from Getty Images if Licensee fails to comply with any provision of this Agreement. Upon termination, Licensee must immediately (i) stop using the Licensed Material; (ii) destroy or, upon the request of Getty Images, return the Licensed Material to Getty Images; and (iii) delete or remove the Licensed Material from Licensee's premises, computer systems and storage (electronic or physical).
7.2. Getty Images reserves the right to revoke the license to use the Licensed Material for good cause and elect to replace such Licensed Material with alternative Licensed Material. Upon notice of any revocation of a license for any particular Licensed Material, Licensee shall immediately cease using such Licensed Material and shall where possible ensure that its clients and customers do likewise.

8. Condition of Licensed Material.Licensee should examine all Licensed Material for possible defects (whether digital or otherwise) before sending any Licensed Material for Reproduction. Without prejudice to section 5.1.(ii), Getty Images shall not be liable for any loss or damage suffered by Licensee or any third party, whether directly or indirectly, arising from any alleged or actual defect in any Licensed Material or its caption or in any way from its Reproduction.

9. Miscellaneous Terms.

9.1. Unauthorized Use. Any use of Licensed Material in a manner not expressly authorized by this Agreement or in breach of a term of this Agreement constitutes copyright infringement, entitling Getty Images 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 Getty Images’ other remedies under this Agreement, Getty Images reserves the right to charge and Licensee agrees to pay a fee equal to five times Getty Images’ normal license fee for use of the Licensed Material.
9.2. Governing Law. This Agreement will be governed in all respects by the laws of the State of New York, U.S.A., without reference to its laws relating to conflicts of law. Any disputes arising from this Agreement or its enforceability shall be settled by binding arbitration to be held in either Seattle, Washington; New York, New York; London, England; Paris, France; or Singapore. If Getty Images and Licensee are unable to agree on the location of the arbitration, Getty Images’ decision shall be final. The United Nations Convention on Contracts for the International Sale of Goods does not govern this Agreement. Notwithstanding the foregoing, Getty Images shall have the right to commence and prosecute any legal or equitable action or proceeding before any court of competent jurisdiction to obtain injunctive or other relief against Licensee in the event that, in the opinion of Getty Images, such action is necessary or desirable.
9.3. 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.
9.4. Waiver. No action of Getty Images, other than express written waiver, may be construed as a waiver of any provision of this Agreement. A delay on the part of Getty Images 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 Getty Images 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 Getty Images on any one occasion will not be construed as a bar to or waiver of rights or remedies on any other occasion. 9.5. Entire Agreement. This Agreement contains all the terms of the license agreement and no terms or conditions may be added or deleted unless made in writing and signed by an authorized representative of both parties. In the event of any inconsistency between the terms contained herein and the terms contained on any purchase order or other communication sent by Licensee, the terms of this Agreement shall govern.

Getty Images Editorial, Rights-Managed and Rights-Ready Image and Film License Agreement

THIS IS A LEGAL AGREEMENT BETWEEN LICENSEE, PURCHASER (IF ANY) AND A SUBSIDIARY OF GETTY IMAGES, INC. ("GETTY IMAGES"). THIS AGREEMENT APPLIES TO LICENSES ISSUED VIA THE WEB AND VIA LOCAL SALES REPRESENTATIVES, AND IS APPLICABLE TO ONLINE, DIGITAL AND ANALOGUE (PHYSICAL) DELIVERY OF LICENSED MATERIAL (THE "AGREEMENT").

1. Definitions. In this Agreement the following definitions apply:
   1.1 "Editorial Licensed Material" means Licensed Material relating to events that are newsworthy or of public interest and that is licensed for use in an editorial manner.
   1.2 "Invoice" means the computer-generated or preprinted standard form invoice provided by Getty Images or an authorized distributor setting out terms agreed with the Licensee. The Invoice shall be incorporated into this Agreement and all references to the Agreement shall include the Invoice.
   1.3 "Licensed Material" means any still image, film or video footage, audio product, visual representation generated optically, electronically, digitally or by any other means, including any negatives, transparencies, film imprints, prints, original digital files or any Reproductions thereof, or any other product protected by copyright, trademark, patent or other intellectual property rights, which is licensed to Licensee by Getty Images under the terms of this Agreement. Any reference in this Agreement to the Licensed Material shall be to each individual item within the Licensed Material and also to the Licensed Material as a whole.
   1.4 "Licensee" means the person or entity purchasing a license hereunder or if there is a separate Purchaser, the person or entity specifically designated as Licensee during the purchase process and set forth as such in the Invoice.
   1.5 "Purchaser" means a person or entity purchasing the license hereunder on behalf of a third party Licensee.
   1.6 "Reproduction" and "Reproduce" mean any form of copying or publication of the whole or a part of any Licensed Material, via any medium and by whatever means, and the distortion, alteration, cropping or manipulation of the whole or any part of the Licensed Material and the creation of any derivative work from the Licensed Material.
   1.7 "Rights and Restrictions" means the information: (i) accompanying the Licensed Material on the Getty Images' website (including all areas of the purchase process); (ii) in the Invoice; (iii) in the editorial feed; or (iv) in any other written communication accompanying the Licensed Material. Such restrictions may include, without limitation, the permitted scope of use, any territory or other use restrictions applicable to the Licensed Material selected, and the corresponding price for the license of such Licensed Material. The Rights and Restrictions shall be incorporated into this Agreement and all references to the Agreement shall include the Rights and Restrictions.

2. Grant of Rights & Restrictions.
   2.1 Getty Images grants to Licensee a non-exclusive, non-sublicensable and non-assignable right to use and Reproduce the Licensed Material identified in the Rights and Restrictions, solely to the extent explicitly stated in this Agreement. This right may be exercised by subcontractors of Licensee (including Purchaser) for preparation of the final product for the licensed use, provided that such subcontractors agree to abide by the terms of this Agreement.
   2.2 Use of the Licensed Material is strictly limited to the use, medium, period of time, print run, placement, size of Licensed Material, territory and any other restrictions specified in the Rights and Restrictions. Licensee may utilize the Licensed Material in any production process that may be necessary for the intended use specified in the Rights and Restrictions.
   2.3 Unless additional rights are stipulated in the Rights and Restrictions or granted pursuant to a separate license agreement, Editorial Licensed Material may not be used for any commercial, promotional, advertising or merchandising use.
   2.4 Editorial Licensed Material may be cropped, provided that the editorial integrity of the Licensed Material is not compromised, but shall not, under any circumstances, otherwise be rotated, altered, changed or tampered with, either manually or electronically, without Getty Images' express written permission.
   2.5 While efforts have been made to correctly caption the subject matter of the Licensed Material, Getty Images does not warrant that such information is accurate.
   2.6 Pornographic, defamatory or otherwise unlawful use of Licensed Material is strictly prohibited, whether directly or in context or juxtaposition with specific subject matter.
   2.7 Licensed Material shall not be incorporated into a logo, trademark or service mark.
   2.8 Licensee may not make the Licensed Material available in any medium in a manner intended to allow or invite persons to download or extract the Licensed Material.
   2.9 Licensed Material may not be modified, reconfigured or repurposed for use in any mobile-directed web sites or mobile applications that are specifically created for viewing of Licensed Material on mobile devices, without obtaining the prior written consent of Getty Images.
   2.10 Unless otherwise authorized by applicable law or specified in the Rights and Restrictions, Licensee may not, directly or indirectly, Reproduce the final product of the licensed use in any secondary Reproductions, such as compilations or screen shots. Such Reproductions require an additional license from Getty Images and may be subject to payment of additional license fees.
   2.11 Licensed Material shall not be used contrary to any restriction on use that is provided to Licensee prior to or at the time the Licensed Material is delivered to Licensee. Such restrictions may be included in the Rights and Restrictions or in any other written communication from Getty Images. Any such restriction provided to Licensee shall be incorporated into and become part of this Agreement.
   2.12 Where Purchaser is licensing Licensed Material on behalf of a Licensee, Purchaser hereby represents and warrants that: (i) Purchaser is authorized to act as an agent on behalf of Licensee and has full power and authority to bind Licensee to this Agreement; and (ii) if Licensee disputes Purchaser's power and authority to act on behalf of Licensee with respect to this Agreement, Purchaser shall be bound and liable for any failure of Licensee to comply with the terms of this Agreement. Nothing in this Section 2.12 shall serve to excuse Purchaser's obligation to make payment to Getty Images for the Licensed Material.

3. Photo Credit and Intellectual Property.
   3.1 Copyright. No ownership or copyright in any Licensed Material shall pass to Licensee by the issuance of the license contained in this Agreement. Except as expressly stated in this Agreement, Getty Images grants Licensee no right or license, express or implied, to the Licensed Material.
   3.2 Trademarks. In connection with the use of "Getty Images" or any other of Getty Images' trade names, trademarks, logos or service marks ("Marks"), Licensee acknowledges and agrees that (i) Getty Images' Marks are and shall remain the sole property of Getty Images; (ii) nothing in this Agreement shall confer upon Licensee any right of ownership in Getty Images' Marks; and (iii) Licensee shall not now or in the future contest the validity of Getty Images' Marks.
   3.3 Photo Credit. Except as otherwise noted in Section 11, Editorial Licensed Material must include the following credit line adjacent to the Licensed Material: "[Photographer's Name]/[Special Collection Reference, if any]/Getty Images" or as otherwise notified by Getty Images. If Licensee omits the credit, an additional fee in an amount up to one hundred percent (100%) of the original invoiced amount attributable to the Licensed Material may be payable by Licensee, at Getty Images' sole discretion. The foregoing fee shall be in addition to any other rights or remedies that Getty Images may have at law or in equity.
   3.4 Notice of Violations. Licensee will immediately notify Getty Images if it becomes aware or suspects that any third party that has gained access to the Licensed Material through Licensee is wrongfully using the Licensed Material, in whole or in part, or is violating any of Getty Images' intellectual property rights, including, but not limited to, Marks and copyrights.

4. Releases.
   4.1 Getty Images will notify Licensee if it has obtained a model release and/or a property release for Licensed Material, either in the Rights and Restrictions or by written notice to Licensee. The warranty and indemnity set forth in Sections 5.1(iv) and 6.1 below are only provided if and when such written notification is given. If no such notification is given, then no such model or property release has been obtained. Licensee acknowledges that some jurisdictions provide legal protection against a person's image, likeness or property being used for commercial purposes without their consent. Neither Getty Images nor any party on whose behalf Getty Images licenses Licensed Material (each, a "Licensor") makes any representations or warranties as to whether any additional fees or payments may be due to any person depicted in Licensed Material pursuant to the requirements of any applicable trade union, and Licensee shall be solely responsible for any such additional fees or payments to such trade union.
   4.2 Except where Licensee is specifically notified that a model and/or property release has been obtained by Getty Images, neither Getty Images nor any Licensor grants any rights or makes any warranties with regard to the use of names, people, trademarks, trade dress, logos, registered, unregistered or copyrighted audio, designs or works of art or architecture depicted in any Licensed Material. Licensee shall be solely responsible for determining whether a release is required in connection with any proposed use of Licensed Material, and Licensee shall be responsible for obtaining any required release. As to any release delivered with any Editorial Licensed Material, neither Getty Images, nor any Licensor, makes any representation, warranty or guarantee as to its sufficiency with regard to any use of the Licensed Material made by Licensee. Licensee shall obtain all necessary individual, property, team logo, trademark, audio and other releases, approvals and clearances from third parties as may be required for the Licensee's use of the Licensed Material prior to using the Licensed Material.
   4.3 If any Licensed Material (other than Editorial Licensed Material) featuring a model or property is used in connection with a subject that would be unflattering or controversial to a reasonable person, Licensee must accompany each such use with a statement that indicates that: (i) the Licensed Material is being used for illustrative purposes only; and (ii) any person depicted in the Licensed Material, if any, is a model.

5. Warranty and Limitation of Liability.
   5.1 Getty Images warrants that: (i) it has all necessary rights and authority to enter into and perform this Agreement; (ii) the Licensed Material will be free from defects in material and workmanship for thirty (30) days from delivery (Licensee's sole and exclusive remedy for a breach of this warranty being the replacement of the Licensed Material); (iii) Licensee's use of the Licensed Material in its original form,