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.

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.

This is a LEGAL AGREEMENT made between you the user and GlowImages, and it governs how you may use GlowImages.

In CONSIDERATION of GlowImages allowing you to use these Images, in the manner permitted by this Agreement, YOU AGREE TO BECOME BOUND BY THE FOLLOWING TERMS AND CONDITIONS: This agreement Applies to Images Purchased online and on CD ROM. This Agreement is made on the day of purchase between GlowImages Inc. ("GlowImages") of the on part and you the user ("User") of the other part. In consideration of you paying the agreed license fee and in consideration of your agreeing to be bound by the terms and conditions contained in this legal agreement, GlowImages agrees to allow you to use the Image/s in the manner permitted by this Agreement on the terms and conditions as follows:

1. GRANT OF RIGHTS

1.1 In consideration of the obligations, warranties and undertakings of GlowImages in this Agreement, and subject to and conditional upon their full and timely performance and observance, GlowImages grants to the User a non-transferable non-exclusive license to use photographic Image/s.

1.1.a. Geographic considerations: GlowImages grants you a license to use the Image/s on a non-exclusive and non-transferable basis in the United States and other countries. All other rights to the Image/s, CD-ROM and accompanying materials (if applicable) including without limitation, copyright, are retained by GlowImages.

1.2 This license is a ten (10) person multi-license agreement. The Image/s may be accessed and used by the User and up to nine other people employed by the User, which purchased the Image/s. No other employees or contractors may access or use the Image/s, even if only ten people are using the Image/s at the same time. You may not use the Image/s on a server or create any other image library that permits access to more than the ten designated people as explained in this section. For sharing on larger networks, an upgrade license is required. Please call GlowImages at 1-866-384-3002 for additional upgrade licenses.

2. WARRANTIES OF THE USER

The User warrants and undertakes, confirms and agrees with GlowImages:

2.1 That all rights of a proprietary and copyright nature and title in and to the photographic works and materials are expressly acknowledged as the property of GlowImages and subject only to the non exclusive and non-transferable license contained in this Agreement, which does not confer any copyright or proprietary rights of any nature whatsoever on the User aside from the uses specified in this Agreement.

2.2 The User shall use the photographic works in the manner and in the context agreed by the GlowImages and as outlined in this Agreement and shall not by any act or omission impair or prejudice the copyright in the photographic works, or violate any moral right or deal with the photographic works or materials so that any third party might obtain any lien or other right of whatever nature incompatible with the rights of GlowImages. User may modify or alter the Image/s as necessary for your use, as allowed for elsewhere in these terms and conditions, provided that the rights to any derivative work shall belong to GlowImages. However, no part, segment, or piece of any photographic Image or data, no matter how small, may be used or merged in connection with other Image/s or artwork so as to create a new Image, which could be regarded as derogatory, offensive, blasphemous, defamatory, obscene, pornographic, or libelous.

2.3 The User shall ensure that all copies of the photographic works and materials published and distributed by the User shall is permitted under limited license from GlowImages, Inc. GlowImages requests that credit (link, etc.) be given to GlowImages. However, this is a request, not a requirement.

2.4 The User shall give full particulars to GlowImages as soon as the User becomes aware of any actual or threatened claim by any third party in connection with the photographic works.

2.5 The User shall retain total control and possession at all times of the photographic works and materials and ensure that these are kept in safe and secure storage facilities and shall not allow the photographic works or materials to fall into the hands of third parties who are not licensed by this Agreement.

2.6 The User shall indemnify and keep fully indemnified GlowImages from and against all actions, proceedings, claims, demands, costs (including any legal costs compensation costs and disbursements paid by the User on the advice of their legal advisors to compromise or settle any claim), awards and damages arising directly or indirectly as a result of any breach or non- performance by the User of any of the User's undertakings, warranties or obligations under this Agreement.

2.7 The User warrants and undertakes not to assign or license the use of the photographic works and materials or any Image/s or any portion thereof for any purpose other than those purposes specifically agreed between GlowImages and the User under this Agreement. In particular, the User may not loan, rent, hire, otherwise transfer, or purport to transfer the right to use the photographic materials or works in any way to any other person or entity.

2.8 The User accepts that GlowImages supplies the photographic works and materials "as is" and that GlowImages makes no warranty either express or implied of merchantability, fitness for purpose, type or quality of Image or compatibility with any other facility. GlowImages shall not be liable for any of the use of the said photographic works either as permitted under this license Agreement or otherwise.

2.9 The User accepts and warrants that use of the Image/s and data shall not infringe any third party rights of any nature, and any liability for the infringement of third party rights of whatsoever nature shall rest with the User.

3. REMUNERATION

3.1 The User agrees to pay in advance for the licensed use of the photographic Image/s and data as agreed under the terms of this Agreement BEFORE any use of such Image/s or data.

3.2 The Company warrants, undertakes and accepts that permission to use the said photographic works, the subject matter of this Agreement will only be deemed to have been given after receipt by the Company of the agreed remuneration, and the Company fully accepts that the Company has no right to use the said photographic works in any manner until the said remuneration has been paid.

3.3 You must pay the invoice no later than thirty (30) days from receipt. GlowImages, Inc. will charge a five percent (5%) service charge on all unpaid balances. No adjustments of terms will be made to a GlowImages invoice unless the User notifies GlowImages within five (5) days after receipt of the invoice. Pricing for images is available on GlowImages Web site or by calling GlowImages at 1-866-384-3002.

4. LIMITED WARRANTY BY MEDIOIMAGES

GlowImages confirms that it has the right to enter into this Agreement and has the right to grant this license under these terms. GlowImages warrants that the Image/s and/or CD-ROM are free from defects in materials and workmanship under normal use for a period of 30 days from the date you download or receive it. Except for the above conditions, GlowImages provides no additional warranties, either express or implied, including an implied warranty of merchantability and suitability for a specific purpose. GlowImages does not warrant that your requirements will be met by Image/s or that your use of Image/s will be without errors or uninterrupted. All risk concerning the quality and performance belongs to you. If the Image/s prove defective, you (and not GlowImages or an authorized personnel or other computer dealer) assume the total cost of any repair, correction or servicing. Because not all states allow an exclusion of implied warranties, the above exclusion may not be applicable to you. Your rights under this warranty are specific and you may have others, depending on the state in which you live (applicable to U.S. Users only.)

5. DETERMINATION

It shall constitute repudiation by the User of its obligations under this Agreement if:

5.1 The User fails to pay any amount due under this Agreement.

5.2 The User is in breach of any other term of this Agreement.

5.3 Any of the User's representations shall prove to have been incorrect.

5.4 The User is declared or becomes insolvent or bankrupt, or the User is put into examiner ship, receivership, administration, or liquidation. GlowImages reserves the right to accept such repudiation on the part of the User and to determine the license Agreement forthwith and to demand the immediate return of all photographic works and materials in whatever form supplied or held created or produced by GlowImages.

6. MISCELLANEOUS

6.1 Rights to the U.S. Government Any Image/s purchased or provided to the U.S. Government is done so with restricted rights, as defined in the Defense Department Supplement to the Federal Acquisitions Regulations ("FAR") in paragraph S2.227.19(c)(2) of the FAR. Any governmental use of the Image/s must comply with all regulations, laws, and rules regarding trademarks, moral rights, and currency.

6.2 Additional Rights If the User wishes to acquire further rights than are listed in this agreement, please call GlowImages.com at 1-866-384-3002 for another license.

6.3. UCC (Uniform Commercial Code) You agree to be bound by these terms that are made according to the Uniform


Commercial Code, Article 2.

6.4 Taxes and duties User agrees to pay all taxes and duties, including sales taxes, use taxes, value added taxes, and any duties as required by any jurisdiction or country as a result of this license which is granted to you, or for your use of the Image/s, according to this Agreement.

6.5 Governing Law The provisions of this Agreement shall be governed by and construed in accordance with the laws of the State of Maryland. User agrees that no Image/s will be exported, transferred or shipped into any country or used in any manner expressly prohibited by the Export Administration Act of the United States government or any other laws, regulations, or restrictions governing export. User agrees that you will obtain and maintain any non-USA government approvals and comply with all laws and regulations as necessary. This Agreement is not government by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.

6.5 Full understanding This Agreement contains the full and complete understanding between the parties, and supersedes all prior arrangements and understandings whether written or oral appertaining to the subject matter of this Agreement, and may not be varied except by an instrument in writing signed by all the parties to this Agreement.

7. LIMITATION OF REMEDIES

7.1 GlowImages refund and replacement policy is outlined in Section 4 of this Agreement.

7.2 Downloaded Image/s GlowImages may allow you to download the Image/s again at a specific location provided by GlowImages. Your money will be refunded if GlowImages determines in its sole and absolute discretion that you are unable to download the Image/s successfully.

7.3 CD-ROMS As provided in section 4 of this Agreement, GlowImages will replace a CD-ROM if you return it, along with a copy of your invoice, to GlowImages or to an authorized distributor of GlowImages. If GlowImages cannot provide you with a replacement CD-ROM that is free of defects in materials or workmanship, you may terminate this Agreement by returning the replacement CD-ROM to GlowImages, and GlowImages will issue a full refund.

7.4 GlowImages will not be liable to User, under any circumstances, for any financial damages to you, including any lost savings, profits, or other incidental or consequential damages that come about from the use or inability to use the Image/s, even if GlowImages or a GlowImages distributor has been advised of the possibility of said damages, or for any claim by any other party. In the United States, some states do not allow a limitation or exclusion of liability for consequential or incidental damages, so the above limitation may not apply to you.

8. ARBITRATION

This agreement is executed and is intended to be performed in the State of Maryland, and the laws of the State of Maryland shall govern its interpretation and effect. Any controversy or claim arising out of or relating to this agreement or the breach thereof, with the exception of copyright claims, shall be submitted to arbitration in Baltimore, Maryland, under the rules of the American Arbitration Association, if the two parties are unable to agree to arbitration terms within 30 days of initial notification that a dispute exists. Judgment on any arbitration award may be entered in any court having jurisdiction. Copyright claims will be in the jurisdiction of the Federal District court of the District of Maryland.

9. LEGAL FEES AND JURISDICTION

If GlowImages is obligated to go to court, rather than arbitration, to enforce any of its rights, or to collect any fees, User agrees to reimburse GlowImages for its legal fees, costs, and disbursements if GlowImages is successful. User agrees that the Circuit Court of Maryland, located in Rockville, Maryland, and the United States District Court of Maryland are the agreed and appropriate forums for any such suit, and consent to service of process by registered mail or overnight courier with proof of delivery.

10. ENTIRE AGREEMENT

You acknowledge that you have read this Agreement in its entirety, understand it, and agree to be bound by all of the terms and conditions in it. You further agree that it is the complete and exclusive state of the agreement between you and GlowImages, and that it supersedes any proposal or prior written or oral Agreement and any other type of communication between you and GlowImages pertaining to the subject of this Agreement. Any explanations on GlowImages' Web site are only for information purposes and are not, and shall not be construed as part of this Agreement.

This Royalty-Free Image License Agreement (this "Agreement") governs the license by GoGo Images Corporation ("Licensor") of royalty-free images as provided herein. By accepting delivery of any Licensed Product (as defined herein), whether by electronic, physical or other means, Licensee/Purchaser hereby agrees to abide by the terms and conditions of this Agreement.

1. License Grant. Subject to the terms and conditions of this Agreement:

1.1 Licensor grants to Licensee a perpetual, non-exclusive, non-transferable, non- sublicensable, worldwide right to Reproduce the Licensed Product specifically identified in the applicable Invoice in any and all media for use in an End Product for all purposes other than those prohibited under Section 2 below.

1.2 Licensee may store the Licensed Product in a digital library, network configuration or similar arrangement to allow the Licensed Product to be viewed by employees, partners and clients of Licensee, so long as there are no more than ten (10) Users with respect to any Licensed Product (provided that Licensee may purchase additional seat licenses for more than ten (10) Users, which additional licenses to be subject to the terms and conditions of this Agreement).

2. Restrictions.

2.1 Licensee shall not sublicense, sell, assign, convey or transfer this Agreement or any of its rights under this Agreement without the prior written consent of Licensor; provided, however, that Licensee may engage subcontractors of Licensee to Reproduce the Licensed Product for preparation of an End Product provided that such subcontractors agree to abide by the terms and conditions of this Agreement.

2.2 Licensee shall not: (i) make the Licensed Product available (separate from the End Product into which it is incorporated) in any medium accessible by persons other than authorized Users; (ii) sell, license or distribute any End Product containing the Licensed Product in a manner which allows a third party to download, extract, Reproduce or access the Licensed Product as a standalone file; (iii) include the Licensed Product in an electronic template to be Reproduced by third parties on electronic or printed products; or (iv) use or display the Licensed Product on websites or in any other medium designed to induce or involving the sale, license or other distribution of "on demand" products, including, without limitation, postcards, mugs, t- shirts, calendars, posters and other items.

2.3 Licensee may not represent, expressly or implicitly, that Licensee is the original creator of a work that derives a substantial part of its artistic components from the Licensed Product.

2.4 The Licensed Product shall not be incorporated into any logo, trademark or service mark.

2.5 The Licensed Product may not be modified, reconfigured or repurposed for use in any websites designed for mobile devices or in any mobile device applications or otherwise for the purpose of viewing the Licensed Product on mobile devices without obtaining the prior written consent of Licensor.

2.6 If any Licensed Product featuring a model or property is used in 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: (i) the Licensed Product is being used for illustrative purposes only and (ii) any person depicted in the Licensed Product, if any, is a model.

2.7 Pornographic, defamatory or otherwise unlawful use of any Licensed Product is strictly prohibited, whether directly or in context or juxtaposition with other subject matter.

2.8 The Licensed Product shall not be used contrary to any restriction on use provided to Licensee, including, without limitation, any restriction provided to Licensee prior to or at the time the Licensed Product is delivered to Licensee. Such restrictions may be included either in the information provided with the Licensed Product on Licensor�s website or the website(s) of Licensor�s authorized distributors or in any other written communication from Licensor or its authorized distributors and shall be incorporated into this Agreement.

2.9 If the Licensed Product is Reproduced in an editorial manner, Licensee must include the following credit adjacent to the Licensed Product: "[Photographer�s name]/[Collection Name]/GoGo Images Corporation" or as otherwise specified by Licensor.

2.10 Licensor does not warrant the accuracy of any Licensed Product caption or other information associated with the Licensed Product.

2.11 Where Purchaser is licensing Licensed Product 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 the terms and conditions of 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 2.11 shall relieve Purchaser of its obligation to make payment to Licensor for the Licensed Product.

2.12 Except as otherwise provided herein, Licensor retains all right, title and interest in and to all Licensed Products, no ownership or copyright in any Licensed Product shall vest in Licensee, and Licensee shall not now or in the future contest the validity of Licensor�s right, title and interest in and to any Licensed Product. In connection with the use of "GoGo Images" or any other of Licensor�s trade names, trademarks, logos or service marks (the "Marks"), Licensee acknowledges and agrees that (i) Licensor�s Marks are and shall remain the sole property of Licensor; (ii) nothing in this Agreement shall confer upon Licensee any right of ownership in Licensor�s Marks; and (iii) Licensee shall not now or in the future contest the validity of Licensor�s Marks.

3. Warranty and Limitation of Liability.

3.1 Licensor warrants that: (i) it has all necessary rights and authority to enter into and perform this Agreement; (ii) the Licensed Product will be free from defects in material and workmanship for thirty (30) days from delivery; (iii) Licensee�s use of the Licensed Product in its original form and when used in accordance with this Agreement will not infringe on any third-party copyright, moral right, trademark or other intellectual property right and will not violate any third-party right of privacy or right of publicity; and (iv) all necessary model and/or property releases for use of the Licensed Product authorized under this Agreement have been obtained. Neither Licensor, nor any party on whose behalf Licensor licenses the Licensed Product (each, a "Licensor"), makes any representations or warranties as to whether any additional fees or payments may be due to any person depicted in any Licensed Product 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. Licensee�s sole and exclusive remedy for any breach of this Section 3.1 shall be the replacement of the Licensed Product.

3.2 NEITHER GOGO IMAGES CORPORATION NOR ANY OTHER LICENSOR OR AUTHORIZED DISTRIBUTOR THEREOF MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE LICENSED PRODUCT OR THE DELIVERY THEREOF, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER GOGO IMAGES CORPORATION NOR ANY OTHER LICENSOR OR AUTHORIZED DISTRIBUTOR THEREOF SHALL BE LIABLE TO LICENSEE OR ANY OTHER PERSON OR ENTITY FOR ANY PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES OR LOST PROFITS OR ANY OTHER DAMAGES, COSTS OR LOSSES ARISING OUT OF THIS AGREEMENT, EVEN IF GOGO IMAGES CORPORATION OR ANY OTHER LICENSOR OR AUTHORIZED DISTRIBUTOR THEREOF, AS APPLICABLE, HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES. SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES OR LIABILITY FOR CERTAIN CATEGORIES OF DAMAGES. IN ADDITION, LICENSOR�S TOTAL LIABILITY FOR DIRECT DAMAGES FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF ACTION, SHALL NOT EXCEED THE AMOUNT RECEIVED BY LICENSOR FROM LICENSEE DURING THE PREVIOUS TWELVE (12) MONTHS FOR THE LICENSED PRODUCT GIVING RISE TO SUCH CLAIM.

4. Indemnification.

4.1 Licensee shall defend, indemnify and hold Licensor and its affiliates and their respective officers, directors, shareholder, employees and agents harmless from all damages, liabilities and expenses (including reasonable attorneys� fees and costs) arising out of or as a result of claims relating to Licensee�s use of any Licensed Product or any actual or alleged breach by Licensee of this Agreement.

4.2 The party seeking indemnification pursuant to this Section 4 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 of any such claim or litigation. 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.

5. Condition of Licensed Product. Licensee should examine the Licensed Product for possible defects (whether digital or otherwise) before sending any Licensed Product for Reproduction. Without prejudice to Section 3.1.(ii), Licensor 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 Product or its caption or in any way from its Reproduction.

6. Interest or Cancellation on Overdue Invoices. If Licensee fails to pay Licensor�s Invoice in full within the time specified in the Invoice, Licensor may add a service 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. Licensor also reserves the right, in its sole discretion, to revoke the licenses provided herein if payment is not made in full on time.

7. Termination and Revocation. The licenses contained in this Agreement will terminate automatically without notice from Licensor if Licensee fails to comply with any provision of this Agreement. Upon termination, Licensee must immediately (i) stop using the Licensed Product;
(ii) destroy or, upon the request of Licensor, return the Licensed Product to Licensor; and
(iii) delete and remove the Licensed Product from Licensee�s premises, computer systems and storage (electronic or physical).

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

8.1 "End Product" means a product designed and/or created by Licensee or its agents that incorporates all or some portion of the Licensed Product.

8.2 "Invoice" means the computer-generated or pre-printed standard form invoice provided by Licensor or an authorized distributor thereof that may specify, without limitation, the Licensed Product selected, any limitations on the license in addition to those specified herein and the corresponding price for the license of such Licensed Product. The Invoice shall be incorporated into this Agreement and all references to the Agreement shall include the Invoice.

8.3 "Licensed Product" means any still image, 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 Licensor pursuant to the terms of this Agreement. Any reference in this Agreement to the Licensed Product shall be to each individual item within the Licensed Product and also to the Licensed Product as a whole.

8.4 "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.

8.5 "Purchaser" means a person or entity purchasing the license hereunder on behalf of a Licensee.

8.6 "Reproduction" and "Reproduce" mean any form of copying or publication of the whole or part of any Licensed Product, via any medium by whatever means, and the distortion, alteration, cropping or manipulation of the whole or any part of the Licensed Product and the creation of any derivative work of or from the Licensed Product.

8.7 "User" means any employee or subcontractor of Licensee who: (i) downloads, manipulates, edits, modifies or saves the digital file containing the Licensed Product; (ii) is otherwise directly involved in the creative process utilizing the Licensed Product; or (iii) incorporates the Licensed Product within any derivative work.

9. Miscellaneous Terms.

9.1 Unauthorized Use. Any use of Licensed Product in a manner not expressly authorized by this Agreement or in breach of a term of this Agreement (including, without limitation, use of Licensed Product by more than ten (10) Users without purchase of additional seat licenses) constitutes copyright infringement, entitling Licensor to exercise all rights and remedies available to it under applicable law. 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 Licensor�s other remedies under this Agreement, Licensor reserves the right to charge and Licensee agrees to pay a fee equal to five (5) times Licensor�s standard license fee for use of the Licensed Product.

9.2 Audit/Certificate of Compliance. Upon reasonable notice, Licensee shall provide sample copies of Reproductions containing Licensed Product to Licensor. In addition, upon reasonable notice, Licensor may, at its discretion, either through its own employees or through a third party, audit Licensee�s records directly related to this Agreement and use of the Licensed Product in order to verify compliance with the terms of this Agreement. Where Licensor reasonably believes that the Licensed Product is being used by more than the authorized number of Users, or that the Licensed Product is being used outside of the scope of the licenses granted under this Agreement, Licensee shall, at Licensor�s request, provide a certificate of compliance signed by an officer of Licensee, in a form to be approved by Licensor.

9.3 Electronic Storage. For all Licensed Product that Licensee takes delivery of in electronic form, Licensee must retain the copyright symbol, the name of Licensor, the Licensed Product�s identification number and any other information as may be embedded in the electronic file containing the original Licensed Product that is stored on Licensee�s computers. Licensee shall maintain a robust firewall to safeguard against unauthorized third-party access to the Licensed Product.

9.4 Withdrawal. Upon notice from Licensor, or upon Licensee�s knowledge that any Licensed Product is subject to a threatened or actual claim of infringement, violation of another right, or any other claim for which Licensor may be liable herein, or if Licensor withdraws any Licensed Product for any reason, Licensee will physically remove the Licensed Product from its premises, computer systems and storage (electronic or physical) and cease any future use at its own expense. Licensor shall provide Licensee with comparable Licensed Product (which comparability will be determined by Licensor in its sole discretion) free of charge, but subject to the other terms and conditions of this Agreement.

9.5 Governing Law. This Agreement will be governed in all respects by the laws of the State of Washington, U.S.A., without reference to its laws relating to conflicts of law, and Licensee consents to jurisdiction and venue in the state and federal courts sitting in the State of Washington. The United Nations Convention on Contracts for the International Sale of Goods does not govern this Agreement. Notwithstanding the foregoing, Licensor 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 Licensor, such action is necessary or desirable. If either party employs attorneys to enforce any rights arising out of or relating to this Agreement, the prevailing party shall be entitled to recover reasonable costs and attorneys� fees.

9.6 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.

9.7 Waiver. No action of either party, other than express written waiver, may be construed as a waiver of any provision of this Agreement. A delay on the part of either party 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 either party 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 on any one occasion will not be construed as a bar to or waiver of rights or remedies on any other occasion.

9.8 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.

If you are entering into this Agreement on behalf of your employer, the Licence 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. LICENCE GRANT AND RESTRICTIONS

2. WARRANTY AND DISCLAIMER

3. CONSEQUENCES OF BREACH

4. RESERVATION OF RIGHTS AND PROTECTION OF INTELLECTUAL PROPERTY

5. OTHER CONDITIONS

If you wish to use the Images in a manner not permitted under this Licence Agreement, please contact Image Source Limited at info@imagesource.com or by telephoning +44 (0) 20 7851 5700.
Copyright © Image Source Limited. www.imagesource.com. All rights reserved.

1. Introduction

This end user Licence agreement is a non-transferable licence between you and OJO Images Limited ("OJO Images"). OJO Images is the owner or the exclusive authorised agent for the copyright owners of the Images. This licence agreement covers both the grant to you of a licence in return for payment (a "Licence") and where specifically referenced and differentiated the grant to you of a "Comp Licence", should you require it. You should be aware that your use of any of the Images available from OJO Images are available on these terms only and by downloading or using an Image you agree to be bound by the terms of both the Licence and the Comp Licence where applicable(the "Licences").

If you are entering into the Licences on behalf of your employer the terms of the Licences apply to your employer and to you as a representative of your employer.

If you are acting as an intermediary you represent and warrant to us that you are authorised to act as an agent for the intended Licensee and have full power and authority to bind the intended Licensee. Should the intended Licensee dispute your authority, you will remain bound by thee Licences and liable for any failure of the intended Licensee to comply with the terms of this Agreement

2. Definitions:

2.1. "Digital" means a digital format such as a floppy disk, fixed hard disk, compact disk ("CD"), DVD, e-mail, ISDN, FTP server, etc. containing Images that have been converted into digital files and provided to you by us subject to these Terms and Conditions. 2.2. "Comp Use" means the use of an Image in a rough layout or temporary test use, or comprehensive rendering of a work for your client�s approval, presentation or review.

2.3. "Image" or "Images" means the photograph, picture, graphic work, montage, illustration, drawing as well as any image on a computer disk, or on magnetic tape, or transmitted electronically in digital form, or stored in a computer-based retrieval system, or any other item that may be offered by us to you on the terms of this Licence agreement.

2.4. "Reproduction" or to reproduce means any form of copying, displaying or publication of the whole or part of any Image, whether such Image is altered or manipulated in any way or not by you, and whether reproduced by printing, photography, photocopying, scanning or slide projection by electronic, digital or mechanical means. "Reproduction" also means the downloading and/or storage of an Image by any means, including digitally. "Reproduction" is also understood by you and us to include the use, either in whole or in part, of any Image for producing a comp, layout or presentation, including the display of an Image on an Internet and/or Intranet website.

2.5. "Sensitive Use" means the use of an Image in such a way that it may be deemed offensive to the model. And includes but is not limited to the use of an Image to associate, imply or indicate involvement by the Model or any subject in the Image in illegal activities, medical conditions or procedures, other health and mental health issues, drug or substance abuse, welfare or economic aid, dating agencies, sexual preference, teen pregnancy, abortion and adoption, political or religious affiliation, smoking or alcohol usage, feminine hygiene, incontinence or impotence.

3. Grant of Licences Paid Licence Grant

3.1. OJO Images, in consideration for the payment by you of the licence fee and your compliance with the terms of the Licence, grants you a non-transferable, non-exclusive, worldwide, perpetual licence to store, reproduce and use the Image that you have purchased during this transaction, and any authorised derivatives or copies for your own commercial or non- commercial use as set out in clauses 4 and 5 below but not for any other purposes. Any rights not granted to you by the Licence agreement remain with OJO Images

3.2. Where the Image is acquired by you paying for an individual download or in a storage device such as a CD_ROM or other such media, you may share the Image by creating an image library, image storage jukebox, network configuration or similar arrangement as long as no more than 10 individuals (including you) have access to the Image and only 1 individual may use the Image at any one time within the same legal entity entering into this Licence. If your intended use of the Image would exceed the usage rights above please contact OJO Images. The contact details for OJO Images are given in clause 12. Comp Use Licence Grant

3.3. OJO Images grants you the non-exclusive, non-transferable right to use the Image for Comp Use only for a period of 60days from download. It is a condition of the grant of the Comp Use Licence that the Image licensed on this basis will not be (i) distributed by you where distribution in this context includes any Digital format and (ii) Additionally you may not sell, sublicense or otherwise deal with the Image alone or incorporated into any product. All other restrictions under clause 5 apply to the grant of the Comp Use Licence.

3.4. Where Images are acquired on a Comp Use Licence only one individual may access the Image. Subscription Use

3.5. If you are accessing Images via the Subscription Web Site then only one individual may access the Site and use the Images. If more than one individual is to use the Image then you will need to another licence. If your intended use of the Image would exceed the usage rights above please contact OJO Images. The contact details for OJO Images are given in clause 12.

4. Permitted Use

4.1. Under the Licence you may (subject always to any limitations on such use under clause 5):

4.1.1 use the Image any number of times on a worldwide, unlimited and perpetual basis as part of an advertising and promotional materials, packaging, multi-media including web-design, broadcasting , film/DVD and video, publishing (including for editorial purposes) materials for personal non commercial use:

4.1.2 manipulate, alter or crop the Image;

4.1.3 use the Image in commercial products such as calendars, posters or postcards, or other consumer merchandise or in packaging (provided always that the use of the Image does not permit re-use or re-distribution).

4.1.4 use the image in any other manner approved in writing by OJO Images

5. Uses not permitted

5.1. Under the Licence you may not:

5.1.1 sublicense, re-licence, rent, resell or lease the Image to any third party separate or independent from a specific product, website, or similar;

5.1.2 copy or publish the Image to a network or bulletin board, or otherwise distribute or allow any of the Image to be distributed to or used by anyone other than the authorised and licensed users, without the prior written consent from OJO Images or its authorised representative;;

5.1.3 should you, through the use of the Image under clause 4.1.2, create a derivative work you agree that you do not acquire any copyright through the use of the Image in that work and your use of the derivative work remains at all times subject to the terms of this Licence. You agree, at OJO Images� request, to assign any copyright therein to OJO Images at your expense;

5.1.4 use the Image to promote a business that sells or licenses photographic images, or otherwise competes with OJO Images in any manner;

5.1.5 distribute, sub-licence or resell the Image 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;

5.1.6 display the Images in any digital format or for any digital use at any resolution greater than 72 dpi, other than for editorial or preliminary design work;

5.1.7 incorporate the Image in a logo, trade mark or service mark: you may however use the Image in connection with other aspects of your business (such as its letterhead);

5.1.8 use the Image in any way that might reasonably deemed pornographic, defamatory, libellous or otherwise unlawful or in any way that would constitute Sensitive Use;

5.1.9 use the Images in such a way as to imply that any model depicted in the Image personally uses or endorses a product or service;

5.1.10 use the Image 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;

5.1.11 delete or alter the copyright symbol, the name OJO Images, or identification number or any other information from the electronic file by which the Image is supplied to you or from any copies of those files;

5.1.12 in any way manipulate the Image or its digital format so as to reverse engineer, disassemble or translate any part of the Image;

5.1.13 make an Image available or use the Image in a Digital format so that the Image can be used for multiple distributions via website templates, electronic greetings or software products. If your intended use of the Image would exceed the usage rights in this clause please contact OJO Images. The contact details for OJO Images are given in clause 11.

6. Permissions and Releases

6.1. Neither OJO Images nor any party on whose behalf OJO Images licences the Image, makes any representations or warranties with regard to the use of names, people, trademarks, trade dress, logos, registered or copyrighted designs or works of art or architecture or any item capable of proprietary rights protection depicted in the Image, and you must satisfy yourself that all necessary rights, model releases, property releases, permissions or consents required for Reproduction of the Image are obtained.

6.2. It is a condition of this Licence that obtain any model, property or other permissions and releases for the Image and your intended use of the Image from the applicable right holder any other rights necessary for the intended use of any Image, including without limiting the generality of the foregoing, any personality or publicity rights.

6.3. If any information is provided regarding model and property releases this information is intended solely for general informational use. It should NOT be taken as legal advice or as an answer to specific questions you may have in regards to model or property releases. It remains your responsibility to ensure that you have the correct model, property trademark or other releases necessary for your intended use and that you comply with the relevant local laws. You are advised to seek legal advice if you have specific questions regarding releases. If you choose to download an Image with no model or property release for any other usage than editorial, it is your responsibility to ask a legal professional about your specific use to be sure.

7. Copyright, Copyright Notice and Publication

7.1. No ownership or copyright in the Images shall pass to you by the grant of any the Licence. The Image is protected by copyright and a copyright and credit line must be included with the reproduction of our Images in the following format � OJO Images (together with contributor co-credits, when indicated).

7.2. [If our Images are used by you in a print publication you agree to send to us two free samples of the pages containing our Images within thirty days of publication. In other media, alternative evidence of use must be provided to us if requested.]

8. Payment Terms

8.1 You agree to pay to OJO Images the licence fee payable in respect of the Image used by you under the terms of the Licence and no rights are granted until all fees are paid in full. VAT is payable in addition to the Licence Fee.

8.2 Without prejudice to any other right or remedy that it may have, if you fail to pay OJO Images on the due date, OJO Images may charge interest on such sum from the due date for payment at the annual rate of 4% above the base lending rate from time to time of HSBC, accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment OJO Images may claim interest under the Late Payment of Commercial Debts (Interest) Act 1998;

9. Termination and Consequences of Breach

9.1 This Licence shall continue in effect until terminated.

9.2 In the event of breach of copyright or breach of any of the terms of this Licence by you or your client, OJO Images reserves the rights to terminate your Licence without prior notification or refund of any monies. In the event that we terminate you must immediately (a) stop using the Image (b) delete the Image and all copies from all of your electronic and/or magnetic media and destroy all other copies of the Image within your possession or control, or, upon request of OJO Images, return all such copies to us. Such termination will not relieve you of your payment obligations.

10. Warranty and Indemnification

10.1 OJO Images warrants the Digital copy of the Image in the form duly purchased by you to be free from technical defects for a period of 30 days from purchase. Your sole and exclusive remedy for a breach of this warranty shall be at the discretion of OJO Images the replacement of the Digital copy of the Image or a refund of the price paid by you for the Image. This warranty shall not however apply where the defect arises from any modification, variation or addition to the Image not performed by us or caused by any abuse, corruption or incorrect use or storage of the Image with equipment or software that is incompatible. OJO Images makes no other warranty, either express or implied, including without limitation any implied warranties of merchantability or fitness for purpose.

10.2 Except as specifically stated in this Licence, or as otherwise required by applicable law, neither OJO Images nor its directors, employees, licensors, content providers, contributors, affiliates or other representatives will be liable for damages of any kind (including, without limitation, lost profits, direct or indirect loss, compensatory, consequential, exemplary, special, incidental, or punitive damages) arising out this Licence or your use of, or your inability to use, the Image, whether or not we have been advised of the possibility of such damages.

10.3 Nothing in clause 10 shall seek to limit OJO Images� liability for death or personal injury caused by the negligence of OJO Images or for fraudulent misrepresentation.

10.4 You shall indemnify and hold OJO Images any associated company, employees, directors, officers, successors and any party on whose behalf we licence Images harmless against all claims, loss, damage, proceedings or costs with respect to:

10.4.1 the reproduction of Images where you have failed to procure effective rights, model or property releases, permissions or consents;

10.4.2 your use of the Images or in connection with any breach by you of the terms of this Licence

11. Permission, Recall and Discontinuation

11.1 OJO Images reserves the right to refuse to grant a licence to use an Image for any reason;

11.2 At any time OJO Images may notify you that certain images are no longer available and from the date of such notification the Licence granted to you with respect to that Image shall be terminated with immediate effect. Upon such notification OJO Images may at its discretion provide you with an alternative image in substitution or refund the fee paid by you for the use of the Licence, or such part of the fee taking into account your use to the date of notification.

12. Contact Details

Where you wish to use an Image in a manner not permitted under this Licence then please contact sales@ojoimages.com.

13. Law & Disputes

13.1 This Agreement shall be interpreted, construed and governed by the laws of England. Venue for all disputes arising under this Agreement shall lie exclusively in the English Courts and each party agrees not to contest the personal jurisdiction of these courts. Notwithstanding the foregoing, however, OJO Images shall have the right to commence and prosecute any legal or equitable action or proceeding before any non-UK court of competent jurisdiction to obtain injunctive or other relief in the event that such action is necessary or desirable.

13.2 No action of OJO Images, other than an express written waiver or amendment, may be construed as a waiver or amendment of any of these Terms and Conditions of Use. Should any clause of these Terms and Conditions of Use be found unenforceable, wherever possible this will not affect any other clause and each will remain in full force and effect.

Single Image License Agreement:

Warning: The user shall have no ownership rights whatsoever to this image available from this present site hereinafter referred to as the "image" and benefits solely from this user's license granted according to the terms and conditions contained herein.

Important: Prior to initial use of this image, carefully read the provisions of this License Agreement. After having downloaded the image, the purchaser is irrefragably presumed to have made him/herself aware of the contents of this license. For the purposes of these presents, the purchaser is understood to be any natural or legal person having acquired this image on his/her own behalf. Should this be a natural person, the purchaser is considered to be the sole user of this image, and consequently, the sole holder of this usage license.
Should the purchaser be a legal person, this license shall cover all of this legal person's members, associates, employees or staff, in accordance with conditions established in paragraph 3 of this license. These people shall be considered, for the purposes of this license, as users and holders of this license, and shall be irrefragably presumed to have made themselves aware of the contents of the license and to have agreed, without reservations, to its terms. In general terms, usage irrefragably presupposes that the user has made him/herself aware of the contents of this license and to have agreed, without reservations, to the contents. Any other usage shall be considered as a violation of the copyright held by the company PhotoAlto.

1 - User's license:
PhotoAlto - 9, rue Pierre Dupont - 75010 Paris - France tel : 33(0)1 44 89 22 22, info@photoalto.com, hereby licenses all users of this product to use this image on the express condition that the following terms and conditions are duly complied with:

All copyrights and other related rights are owned by PhotoAlto or its suppliers. Use automatically entails the absolute presumption that the user has read and understood this agreement and accepts to be bound by the terms hereof without reserve.

2 - User's rights:
A. To reproduce, display, print, adapt and publish the photographic image using any and all media, subject to the conditions contained below.
B. To make one (1) back-up copy of the image for archive or storage purposes.
C. Making use the image on behalf of a third party who is not the holder of the present license, provided that this usage does not allow the said third party free access to the photographic image or all of the photographic images, which would result in this third party being considered a user according to the definition provided herein
D. The user remains responsible and shall act as guarantor for the third party vis-�-vis PhotoAlto with regard to respecting the terms herein.

3 - Use restrictions:
The user has no right to:
A. Copy the image or the accompanying written materials, except in those cases specifically authorized in this license agreement.

B. Reproduce the image as is, for commercial purposes.

C. The user is hereby informed that unauthorized commercial use will result in the user being civilly and/or criminally liable for infringement of copyright.

D. Reproducing or providing the image to more than 20 people, notably through duplication of the files or by making them available via an Internet, Intranet network, extranet, or through file sharing.

E. Create a scandalous, obscene or immoral work using the photographic image.

F. Distribute or sell the image by associating them with another product in competition.

G. Use the photographic image relating to any identifiable persons, goods or entities in any way likely to bring the image of such persons, good or entities into disrepute, in particular by conferring upon it anything of a scandalous, obscene or immoral or similar nature, or which might suggest any link or association with any product, service or concept, by giving it a polemical, unfair, parasitical or defamatory nature.

H. Crop individual people from groups larger than 4 persons and use them as individuals in your design.

I. Rent, sell, lend or otherwise grant rights to the image outside of the cases referred to above.

J. This license entitles the user to the copyright of the photographs and the image rights of the models photographed. The user may not, however, use or reprocess the image in such a way that they might infringe tangible or intangible property rights (e.g. reframing a monument in close-up). In consequence whereof, the user is fully liable for any use he may make of the photographic image which may require specific permission from third parties in respect of any tangible or intangible property rights which may be claimed and which are expressly excluded from the terms of this license. PhotoAlto declines all responsibility relative to any use of these photographs which could constitute an infringement on the rights of third parties.

K. In the event of doubt, the user may contact PhotoAlto at the above address (art.1).

4 - Photographer:
Pursuant to the provisions of Articles L 121-1 et seq. of the French Intellectual Property Code, all use of the photographic images is subject to the citation of the photographer and PhotoAlto.

5 - Duration:
This User's License shall remain in full force and effect throughout the entire duration of use of the image. It shall be terminated in the event the user does not comply with the terms and conditions hereof. Upon expiration of this License Agreement, the user hereby agrees to destroy all copies he has made of the image.

6 - Warranty:
PhotoAlto hereby guarantees the workmanship of this image for three days following the date of purchase. In the event of a defect due to the downloading appearing during the three-day period, PhotoAlto 's distributor will replace the defective image.

7 - Disclaimer of warranty and liability
The image is provided as is, under the guarantees provided above. All risks related to the results or performance of the image are assumed by the user.

8 - This English-language contract is a translation; in the event of any dispute, the contract having precedence is the original contract written in French.

9 - Refund and Return Policy: All images downloaded are FINAL. Any refund, order cancellation or exchange request made after downloading the image(s) will be granted solely at the discretion of PhotoAlto. The downloading of the image(s) by the Licensee constitutes an agreement to these conditions. No returns of opened software will be permitted. Merchandise will only be exchanged upon the return of the original damaged merchandise.

For a licensing contract application of additional rights (paragraph 3-3), please contact PhotoAlto at info@photoalto.us. Copyright (c) 2002 PhotoAlto. All rights reserved.

CD-ROM License Agreement:

Warning: The user shall have no ownership rights whatsoever to this CD-ROM and benefits solely from this user's license granted according to the terms and conditions contained herein.

Important: Prior to initial use of this CD-ROM, carefully read the provisions of this License Agreement. Upon opening the present CD-Rom for the first time, the purchaser is irrefragably presumed to have made him/herself aware of the contents of this license.
For the purposes of these presents, the purchaser is understood to be any natural or legal person having acquired this CD-Rom on his/her own behalf. Should this be a natural person, the purchaser is considered to be the sole user of this CD-Rom, and consequently, the sole holder of this usage license. Should the purchaser be a legal person, this license shall cover all of this legal person's members, associates, employees or staff, in accordance with conditions established in paragraph 3 of this license. These people shall be considered, for the purposes of this license, as users and holders of this license, and shall be irrefragably presumed to have made themselves aware of the contents of the license and to have agreed, without reservations, to its terms. In general terms, usage irrefragably presupposes that the user has made him-/herself aware of the contents of this license and to have agreed, without reservations, to the contents. Any other usage shall be considered as a violation of the copyright held by the company PhotoAlto. Use automatically entails the absolute presumption that the user has read and understood this agreement and accepts to be bound by the terms hereof without reserve.

1 - User's license
PhotoAlto - 9, rue Pierre Dupont - 75010 Paris - France - tel : 33(0)1 44 89 22 22, info@photoalto.com, hereby licenses all users of this product to use this CD-ROM as packaged and sold, containing photographic images on the express condition that the following terms and conditions are duly complied with:

All copyrights and other related rights are owned by PhotoAlto or its suppliers. Use automatically entails the absolute presumption that the user has read and understood this agreement and accepts to be bound by the terms hereof without reserve.

2 - User's rights:

A. To reproduce, display, print, adapt and publish the photographic images obtained from the CD-ROM using any and all media, subject to the conditions contained below.

B. To make one (1) back-up copy of the CD for archive or storage purposes.
C. Making use of one or more photographic images on behalf of a third party who is not the holder of the present license, provided that this usage does not allow the said third party free access to all of the photographic images, which would result in this third party being considered a user according to the definition provided herein.

D. The user remains responsible and shall act as guarantor for the third party vis-�-vis PhotoAlto with regard to respecting the terms herein.

3 - Use restrictions:
The user has no right to:
A. Copy the CD-ROM or the accompanying written materials, except in those cases specifically authorized in this license agreement.
B. Reproduce the CD-ROM as is, its contents or part of its contents for commercial purposes. The user is hereby informed that unauthorized commercial use will result in the user being civilly and/or criminally liable for infringement of copyright.

C. Reproducing or providing the CD-ROM or any part of its contents to more than 20 people, notably through duplication of the files or by making them available via an Internet, Intranet network, extranet, or through file sharing.

D. Create a scandalous, obscene or immoral work using the photographic images contained in the CD-ROM.

E. Distribute or sell the photographic images contained in the CD-ROM by associating them with another product in competition with the CD-ROM.

F. Use the photographic images relating to any identifiable persons, goods or entities in any way likely to bring the image of such persons, good or entities into disrepute, in particular by conferring upon them anything of a scandalous, obscene or immoral or similar nature, or which might suggest any link or association with any product, service or concept, by giving them a polemical, unfair, parasitical or defamatory nature.

G. Crop individual people from groups larger than 4 persons and use them as an individuals in your design.

H. Rent, sell, lend or otherwise grant rights to the CD-ROM outside of the cases referred to above.

I. This license entitles the user to the copyright of the photographs and the image rights of the models photographed. The user may not, however, use or reprocess the images in such a way that they might infringe tangible or intangible property rights (e.g. reframing a monument in close-up). In consequence whereof, the user is fully liable for any use he may make of the photographic images which may require specific permission from third parties in respect of any tangible or intangible property rights which may be claimed and which are expressly excluded from the terms of this license.

J. PhotoAlto declines all responsibility relative to any use of these photographs, which could constitute an infringement on the rights of third parties.

K. In the event of doubt, the user may contact PhotoAlto at the above address (art.1).

4 - Photographer:
Pursuant to the provisions of Articles L 121-1 et seq. of the French Intellectual Property Code, all use of the photographic images is subject to the citation of the photographer/PhotoAlto.

5 - Duration:
This User's License shall remain in full force and effect throughout the entire duration of use of the CD-ROM. It shall be terminated in the event the user does not comply with the terms and conditions hereof. Upon expiration of this License Agreement, the user hereby agrees to destroy all copies he has made of the CD-ROM.

6 - Warranty:
PhotoAlto hereby guarantees the workmanship of this product for 90 days as of the date of purchase.
In the event of faulty workmanship or a manufacturing defect, PhotoAlto hereby guarantees that it will replace any defective products which are returned to the address indicated in this Agreement.

7 - Disclaimer of warranty and liability
The CD-ROM is provided as is, under the guarantees provided above. All risks related to the results or performance of the CD-ROM are assumed by the user.

8 - This English-language contract is a translation; in the event of any dispute, the contract having precedence is the original contract written in French.

9 - Refund and Return Policy: All images downloaded are FINAL. Any refund, order cancellation or exchange request made after downloading the image(s) will be granted solely at the discretion of PhotoAlto. The downloading of the image(s) by the Licensee constitutes an agreement to these conditions. No returns of opened software will be permitted. Merchandise will only be exchanged upon the return of the original damaged merchandise. F

For a licensing contract application of additional rights (paragraph 3-3), please contact PhotoAlto at info@photoalto.us. Copyright (c) 2002 PhotoAlto. All rights reserved.

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 PIXTAL 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 ROYALTY FREE PRODUCT OBTAINED FROM PIXTAL FOR THE BENEFIT OF ANY OTHER PERSON OR ENTITY WITHOUT ENTERING INTO A SEPARATE LICENSE WITH PIXTAL.

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

I. Rights Granted

1.1 Conditioned upon your full payment of the license and your compliance with the terms of the invoice and this Agreement (including all restrictions), Pixtal grants you a personal, nonexclusive and non-transferable right to use and reproduce, for your own commercial or noncommercial use, on a worldwide and perpetual basis, the Pixtal Royalty Free images (regardless of the form in or media on which the Royalty Free Images are delivered to you, including, but not limited to electronic or online transmission, CDs or DVDs) (hereinafter "the Image(s)"), in the following ways:

a) Print usage: refers to any type of printed, tangible materials including advertising, promotional materials, publications or products (including products offered for sale except as prohibited in Section II below).

b) Non-print usage: refers to any digital or electronic materials including websites (but not website templates), multimedia presentations and CD-ROMs provided that no Image is at a resolution greater than 480 by 640 pixels (72 dpi) and each Image is incorporated into a design in such a fashion that it is clearly not intended to be separately downloaded, copied or distributed by any third party.

NOTE: IMAGES ARE NOT SOLD; THEIR USE IS LICENSED TO YOU.

II. Restriction on Use

2.1 The rights hereby granted to you are non-transferable which means that any work that you produce using an 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. You may not sublicense, sell, assign, convey, dispose of, loan, give or otherwise transfer to anyone any CD, DVD or alike (hereinafter the "Disc Product") or any of the Images or the right to use the Disc Product or the Images except insofar as an Image has been included by you into one of the authorized uses referred to in Section I above and nothing you produce shall grant or purport to grant to any third party a right to use or reproduce the Images. You hereby agree to take all commercially reasonable steps to prevent third parties from duplicating or distributing the Images.

2.2 If you are entering into this License Agreement for the benefit of, and/or as an agent on behalf of your direct employer (Employer) or client (Final Client), then you represent and warrant that i) such Employer and/or Final Client has authorized you to enter into this License Agreement and that the licenses granted hereunder are on that Employer's and/or Final Client's behalf, that such Employer and/or Final Client has agreed to be bound hereby and that you have actual and express authority to act on behalf of and bind such Employer and/or Final Client to the terms of the present License Agreement; ii) the Images and the End-Use of the same are solely for the benefit of Employer and/or the Final Client and that you will not use the Images or End Use for the benefit of any other person or entity without entering into a separate license with Pixtal; and iii) you will comply with all the terms hereof and shall be jointly and severally liable for any breach of the terms hereof by the Employer and/or the Final Client.

2.3 Even though you may sell or license derivative works incorporating the Images, you may not use any Image for sale or license where the primary value resides in the Image itself (For example, you may not sell posters or prints of any Image) nor include any Image in an electronic template intended to be reproduced by third parties on electronic or printed products.

2.4 You may not sell, license or distribute any derivative work containing any Image in a way that would allow a third party to download, extract or access the Image as a stand-alone file.

2.5 If Images are licensed by a company, they may be shared by creating an Image library, Image storage jukebox, network configuration or similar arrangement as long as no more than ten (10) specific employees (hereinafter the "Users") within the same company and no more than one User at a time get access to the Images, unless a separate seat license is purchased for each additional User, before such additional use begins. This is not a simultaneous user agreement.

2.6 Except as specifically provided in the previous paragraph, the Images may not be shared or copied and you may not create a network of servers, either with or without a central location to enable others to share the Images.

2.7 The Images may not be used as part of a logo, trade name, service mark or trademark or used to infringe on anyone's logo, trade name, service mark or trademark.

2.8 The Images may not be posted online nor placed in any other electronic distribution system in a downloadable format, FTP or similar nor enabled to be distributed via mobile telephone devices.

2.9 The 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 Pixtal is required for use of Images for sensitive subjects, including without limitation, topics that may depict the subject matter of an Image in a negative or unfavorable 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.

2.10 Upon notice of discontinuance of a license for any particular Image, you agree not to use such Image in the future. To the fullest extent permitted by law, your sole remedy for any recalled Image shall be, at Pixtal's sole discretion, the replacement of such recalled Image with another Image or the refund of any license fee paid attributable to such recalled Image.

2.11 If the Images are used in an editorial manner, you must include the following credit adjacent to the Images: "© Pixtal"

III. Unauthorized uses and Indemnity

3.1 Any use of any Image and/or Disk Product in a manner not expressly authorized by this Agreement or in breach of a term of this Agreement constitutes copyright infringement, entitling Pixtal to exercise all rights and remedies available to it under copyright laws around the world. 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 Pixtal 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 use of the Disk Products or Images other than the uses specifically permitted by this Agreement.

IV. Limited Warranty and limitation of liability

4.1 Pixtal warrants that: it has all necessary rights and authority to enter into and perform this Agreement; ii) any Disk Product will be free from defects in material and workmanship for ninety (90) days from delivery. The Client's sole and exclusive remedy for a breach of this warranty is the replacement of the Disk Product or refund of the purchase price, at Pixtal´s sole option. PIXTAL 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 PIXTAL MAKES EFFORTS TO USE ACCURATE CAPTION INFORMATION, PIXTAL DOES NOT WARRANT THAT SUCH INFORMATION IS ACCURATE. PIXTAL MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED REGARDING ANY IMAGES INCLUDING, WITHOUT LIMITATION, THAT THE IMAGES ARE ERROR FREE, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

4.2 EXCEPT FOR ANY LIABILITY WHICH CANNOT BY LAW BE EXCLUDED OR LIMITED, NEITHER PIXTAL NOR ANY PIXTAL'S SUBSIDIARY, SUCCESSOR, PARENT, AFFILIATE, PARTNER, OFFICER, DIRECTOR, EMPLOYEE, CONTRACTOR, CONTENT PROVIDER, LICENSOR, DISTRIBUTOR OR AGENT SHALL NOT 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 IMAGES OR OTHERWISE, EVEN IF PIXTAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES. PIXTAL'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 IMAGE.

4.3 THE REPRESENTATIONS AND WARRANTIES MADE BY PIXTAL IN THIS AGREEMENT APPLY ONLY TO THE IMAGES AND DISK PRODUCTS AS DELIVERED BY PIXTAL AND WILL BE INVALID IF THE IMAGES ARE USED IN ANY MANNER NOT SPECIFICALLY AUTHORIZED IN THIS AGREEMENT.

V. Waiver

5.1 No action of Pixtal , other than express written waiver, may be construed as a waiver of any provision of this Agreement. A delay on the part of Pixtal 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 Pixtal 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 Pixtal on any one occasion will not be construed as a bar to or waiver of rights or remedies on any other occasion.

VI. Severability

6.1 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.

VII. Entire Agreement

7.1 This Agreement contains all the terms of the license agreement for the Royalty Free products 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.

8.1 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 Pixtal, 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.

8.2 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.

The terms of this Agreement shall supersede and replace any other terms of use which may be included in any prepackaged Disk Product delivered to you.

If you are unsure of your rights under this License Agreement or would like to acquire additional rights (or additional seat licenses), 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 at
pixtal@pixtal.com.
© 2006 PIXTAL®. All rights reserved

a.   Any other use must be approved in writing by Masterfile.

b.   The RF Image may be reproduced by subcontractors on your behalf under the condition that the subcontractors agree to abide by the terms of this Agreement. Notwithstanding the foregoing, and for the avoidance of doubt, You are not authorized to sublicense the RF Image to anyone.

c.   You may alter, crop, manipulate and create derivative works of the RF Image in accordance with this Agreement.

d.   Your rights to the RF Image are worldwide and perpetual, unless terminated in accordance with this Agreement.

a.   You may not rent, transfer or grant any rights to the Licensed RF Image to any person or organization without the prior written consent of Masterfile including, without limitation, for any compilation, derivative or collective work containing such Licensed RF Image.

b.   You may not use the Licensed RF Image on more than ten (10) computers or workstations at a time, or on a network or a multi-user system without purchasing additional seat licenses. If you need a seat license contact Masterfile or the respective Distributor to negotiate an additional license.

c.   You may not sell, license or distribute Your final product in such a way that permits other persons to extract or access the Licensed RF Image as a stand-alone file.

d.   You may not incorporate the Licensed RF Image into a logo, trademark or service mark.

e.   You may not post any RF Image on any electronic bulletin board, put it on-line in a downloadable or FTP format, use it in a website at a resolution higher than 72 dpi, or enable it to be distributed via mobile telephone devices.

f. You may not use the Licensed RF Image in any electronic template or application, including those that are Internet-based, where the purpose is to create multiple impressions of an electronic or printed product, including, but not limited to, website designs, presentation templates, electronic greeting cards, business cards or any other electronic or printed matter without obtaining a license from Masterfile for such purpose.

a.   Any RF Image of a recognizable person is deemed to have a model release unless Masterfile has stated otherwise in the caption information for the respective RF Image;

b.   An RF Image is deemed to have a property release only if the existence of such release is specified in the caption information for the respective RF Image;

c.   Masterfile does not have releases for the trademarks, logos or other intellectual property of other parties that may be depicted in some RF Images. The procuring of such releases is Your responsibility.;

d.   Masterfile does not have releases from manufacturers for commercial products such as (without limitation) automobiles, aircraft, packaged products, designer clothing, etc. that are depicted in some RF Images. It is generally not possible for any stock image library or artist to get blanket releases for such products, but they can often be obtained on a case-by-case basis. The procuring of such releases is Your responsibility.

a.   You will not use or permit the use of any RF Image in a defamatory, libelous, pornographic or unlawful context or contrary to ethical business practices;

b.   You are responsible for all text used and claims made in connection with Your use of any RF Image;

c.   Sensitive Issues: An RF Image depicting a person (the "Model") may not be used in a sensitive context (including, without limitation, context relating to sexual conduct, criminal activity, substance abuse, mental condition, religious, political or racial bias). Notwithstanding the foregoing, if an RF Image featuring a Model is to be used in a context that may be controversial or embarrassing to that Model, You must print a statement adjacent to the reproduction indicating that the person is a model and is used for illustrative purposes only.

a.   this Agreement will be governed by the laws in force in the Province of Ontario, Canada (excluding the application of its conflicts of law rules) and the parties agree to the exclusive jurisdiction of the federal and provincial courts located in the City of Toronto, Ontario; except

b.   in the case of copyright infringements that occur in the U.S.A., this Agreement will be governed by the laws in force in the State of New York and U.S. federal laws (excluding the application of its conflicts of law rules) and the parties agree to the exclusive jurisdiction and venue of the Federal District Court of the Southern District of New York located in New York, NY.

1. Definition
"Images" means all types of visual content, including without limitation still photography, motion, film or video and may include audio elements, whether generated optically, electronically, digitally or by any other means, and shall include all metadata, keywords, descriptions and captions associated therewith. Any reference to Images includes the whole or the part.

2. License Terms
Subject to the terms of this License Agreement, Tetra grants Licensee a perpetual, worldwide, non-transferable, non-exclusive right to reproduce, transmit and display, in whole or in part, and right to create derivative works with respect to Tetra's Images identified on Tetra's Invoice, an unlimited number of times, in any and all media for all uses other then the restrictions in Section 4, described below. All other rights to the Images, software and accompanying materials (if applicable), including without limitation copyright and all other rights, are retained by Tetra. All rights not specifically granted are retained by Tetra.

Licensee may alter, crop, modify or adapt the Images. Licensee may make a back-up copy of the content for internal back-up purposes provided Tetra's copyright and any image identifying information embedded with the digital file is retained with the file. Limited, temporary transfers of the Images are permitted to third parties integral to the creation of the final product, provided such third parties agree to abide by the terms of this Agreement.

3. Number of Users/Seat License
Licensee may store the Images on a server, image library or network configuration to be viewed by Licensee, subcontractors or its clients provided that no more than 10 persons can access the Images. Before permitting access to more than 10 persons, Licensee must purchase a separate seat license from Tetra, or its authorized distributor, for each additional individual user. Contact Paul H. Henning at 414.607.9642 or paul@tetraimages.com for further information.

4. Restrictions on Use
Except as provided 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 Images.
• Licensee may not, without obtaining the prior written consent of Tetra and the payment of additional License Fees, include the Licensed Material in an electronic template intended to be used by third parties on electronic or printed products, or where the purpose is to create multiple impressions, including but not limited to: website designs, presentation templates, electronic greeting cards, business cards, t-shirts, mugs, calendars, posters, screensavers or wallpaper for mobile devices or any other electronic or printed matter without obtaining a license for such purpose.
• Sell, license or distribute its final product in such a way that permits Licensee's end users to extract or access the Images as a stand-alone file.
• Incorporate the Images 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 devices.
• Use any Image in a pornographic, defamatory, libelous or otherwise illegal manner, whether directly or in context or juxtaposition with other subject matter and materials.
• With respect to the software on the CD-ROM or other storage media, decompile, reverse engineer, disassemble or otherwise reduce the software to a human readable form.
• Use any of the Images in any manner prohibited by any export laws, restrictions or regulations.
• Licensee may not falsely represent, expressly or impliedly, that Licensee is the original creator of a visual work that derives a substantial part of its artistic components from the Images.

5. Product Endorsement or Sensitive Use Disclaimer
If any Image featuring a model is used in a manner that would lead a reasonable person to believe that the model personally uses or endorses a product or service, or if the depiction of the model is used in connection with a subject that would be unflattering, embarrassing or unduly controversial to a reasonable person, Licensee must accompany each such use with a conspicuous statement that indicates that the person is a model and that the Image is being used for illustrative purposes only. These requirements are without prejudice to the obligations of Tetra regarding use of the Images contained elsewhere throughout this Agreement.

6. Releases
Model releases are available on Image(s) containing models upon request. Names are removed to protect the privacy of the model, Other than model releases for recognizable persons, Tetra grants no rights and makes no warranties with regard to the use of names, trademarks, trade dress, registered, unregistered or copyrighted designs or works of art or architecture depicted in any Image, and Licensee must satisfy itself that all the necessary rights or consents regarding any of the above, as may be required for reproduction, have been obtained.

Certain public and private locations, monuments, buildings and properties may be protected by copyright or trademark law. It is the responsibility of the Licensee to secure these rights before using an Image. Tetra does not warrant that property releases have been obtained for such images, nor will Tetra assume responsibility for obtaining clearances for such uses.

7. Indemnity
Company Indemnity. Provided Tetra is not otherwise in breach of this Agreement, and subject to Section 8 below, as Licensee's sole and exclusive remedy for any breach of the representations and warranties above, Licensor shall defend, indemnify and hold harmless Licensee and its parent, subsidiaries and commonly owned or controlled affiliates and their respective officers, directors and employees from all damages, liabilities and expenses (including reasonable outside attorney fees), arising out of or connected with any actual lawsuit or legal proceeding alleging that Tetra is in breach of its warranties set forth below. No other indemnification is offered by Licensor under the Agreement

Licensee Indemnity. Licensee agrees to defend, indemnify and hold Tetra and its parent, subsidiaries and commonly owned or controlled 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.

8. Warranties and Limitation of Liability
Tetra represents that it has the right to grant the license herein and warrants the Images to be free from defects in material and workmanship for thirty (30) days from delivery. The sole and exclusive remedy for a breach of the foregoing warranty is the replacement of the CD-ROM or Image files, or refund of the purchase price, at Tetra's option.

TETRA MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, REGARDING, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. TETRA 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/FOOTAGE, OR OTHERWISE, EVEN IF TETRA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES. TETRA'S MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH LICENSEE'S USE OF OR INABILITY TO USE THE IMAGES/FOOTAGE (WHETHER IN CONTRACT, TORT OR OTHERWISE) SHALL, TO THE EXTENT PERMITTED BY LAW, BE LIMITED TO THE VALUE OF THE LICENSE PAID BY THE LICENSEE FOR THE USE OF THE IMAGES/FOOTAGE.

Licensee may have additional rights under state law.

Although Tetra has attempted in all cases to correctly caption the subject matter of the Images, Tetra does not warrant the accuracy of such information.

9. Payment Terms
No licenses are granted until full payment of Tetra's invoice is received. Unless credit terms have specifically been agreed directly between Tetra and the Licensee, payment of Tetra's invoices must be received on the sooner of thirty (30) days of its date net, without any discounts, or prior to the publication of any Image. The Licensee agrees to pay Tetra a service charge of two percent (2%) per month on any unpaid balance after this time period for the use of the Image.

Any disputes concerning the invoice must be submitted in writing within ten (10) business days of the invoice date, or the Licensee shall be deemed to have accepted the invoice as issued.

10. Cancellation Policy for Royalty-Free Images:
All licenses are final; no refunds or credits will be allowed. The breaking of the CD-ROM seal or downloading of an Image file is considered to be the complete fulfillment of Tetra's obligations.

11. Copyright Infringement and Liquidated Damages
In the event that the Licensee utilizes any Image without or prior to the granting of a license, Tetra reserves the right to seek damages through legal means unless the Licensee agrees to reimburse Tetra, as liquidated damages, a sum equal to five (5) times the market value price charged for such use of a Royalty-Free image/Footage.

12. Termination
The license contained in this Agreement will terminate automatically without notice from Tetra if Licensee fails to comply with any provision of this Agreement. Upon termination, Licensee must immediately (i) stop using the Images, (ii) destroy or, upon the request of Tetra, return the Images to Tetra, and (iii) delete or remove the Images from Licensee's premises, computer systems and storage (electronic or physical).

13. Revocation
Tetra reserves the right to revoke the license to use any Images for good cause and elect to replace such Image with an alternative Image. Upon notice of any revocation of a license for any Images/footage, Licensee shall immediately cease using such Images/Footage, shall take all reasonable steps to discontinue use of the replaced Images in products that already exist and shall inform all end-users and clients of same.

14. 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 reformed only to the extent to make it enforceable.

15. Choice of Law/Attorneys' Fees
If Licensee is located within the United States of America, then this Agreement will be governed in all respects by the laws of the State of New Jersey, without reference to its laws relating to conflicts of law. Licensee agrees that the Circuit or County Court of the State of New Jersey for Hudson County and the United States District Court for the District of New Jersey located in Newark are the agreed and appropriate forums for any such suit, and consents to service of process by registered mail or overnight courier with proof of delivery.

If Tetra is obligated to go to court to enforce any of its rights, the Licensee agrees to reimburse Tetra for its legal fees and disbursements if Tetra is successful.

If Licensee is located outside of the United States of America, and Licensee obtained the Images from an authorized Tetra distributor rather than directly from Tetra, then this Agreement will be governed in all respects by the applicable and relevant national, regional and/or local laws and statutes of the country, region, city and/or township in which Licensor's authorized distributor is located.

The United Nations Convention on Contracts for the International Sale of Goods does not govern this Agreement.

16. Waiver
No action of Tetra, other than express written waiver, may be construed as a waiver of any provision of this Agreement.

17. 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. In the event of any inconsistency between the terms contained herein and the terms contained on any purchase order or other writing sent by Licensee, the terms of this Agreement shall govern.

☐ I accept
☐ I do not accept

� Sublicense, sell, assign, convey or transfer any of its rights under this Agreement, but Licensee may sell or license derivative works incorporating the Images. However, Licensee may not include the Images in an electronic template intended to be used by third parties on electronic or printed products, where the purpose is to create multiple impressions, including but not limited to: website designs, presentation templates, electronic greeting cards, business cards, or any other electronic or printed matter without obtaining a license for such purpose;
� Sell, license or distribute its final product in such a way that permits Licensee's end users to extract or access the Images as a stand-alone file.
� Incorporate the Images 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.
� With respect to the software on the CD-ROM or other storage media, decompile, reverse engineer, disassemble or otherwise reduce the software to a human readable form.
� Use any of the Images in any manner prohibited by any export laws, restrictions or regulations.

1. Client acknowledges and agrees that until a Reproduction Rights Agreement has been entered into with First Light, the Client has no right to use the Images(s) in any way other than for inspection.
2. Rights to use the Image(s) under the Reproduction Rights Agreement are limited to the use, medium, period of time and territory as agreed. The Client agrees that no other rights to the Image(s) are granted to the Client other than those set out in the Reproduction Rights Agreement.
3. Client agrees to the terms and conditions set forth for third party collections that First Light represents. Client agrees to have read and accepted third party terms and conditions wherever applicable. All terms and conditions for all third party licenses are listed by collection on the First Light website. Copies of terms and conditions will be provided electronically upon written request from the client.
4. In the event of unauthorized use of an Image, First Light shall charge a fee equal to 300% of First Light�s regular fee. Notwithstanding the payment of this 300% fee, First Light continues to reserve all the rights and remedies in respect of unauthorized use, including seeking injunctive relief.
5. The Client acknowledges that permission or a release is often required from people such as models, who are depicted in Images or from people who own property depicted in Images. The Client also acknowledges that Images often contain names, trademarks, or other copyright works ("IP"). No model, property or IP releases or permissions exist for any Image unless specified in writing.
6. The Client agrees that it will be solely responsible for obtaining all necessary rights, consents or permissions as may be required for the Client�s use of the Image(s).
7. First Light shall not be liable for any damages in respect of special, incidental, indirect or consequential loss, lost business revenue, loss of profits, failure to realize expected profits or servings or other commercial loss of any kind by the Client. First Light�s maximum liability under all circumstances will be the license fee paid by the Client.
8. Client and End User of any Torstar Syndication Services (known on the First Light website as Toronto Star) images hereby agrees that no images from the Toronto Star collection as it appears on the First Light website shall be used for political advertising.
9. A credit line, in the form of "{Photographer�s Name}/First Light" shall appear on all editorial uses of Images. Failure to include credit lines will make the Client liable for a surcharge of 50% of the licensing fees.
10. First Light shall have the right to conduct reasonable inspections of the Client�s premises and documents so as to satisfy itself that the Image is used in accordance with the Reproduction Rights Agreement.
11. The Client may terminate this Agreement on written notice, provided that the notice is provided with 30 days of receiving the Reproduction Rights Agreement, and provided that a cancellation fee of 25% of the license fee is paid.
12. Payment/Interest/Taxes: Invoices are delivered electronically, and payment is due within 30 days of the Invoice date, or prior to use of the Licensed Content whichever is first (regardless of whether Licensee has received payment from its client if any). Licensee shall be charged, and agrees to pay, the maximum interest rate allowed by law on all balances remaining unpaid after 30 days from such date. Delivery of the Licensed Content constitutes the grant of limited license as set forth herein and requires payment regardless of usage by Licensee. Licensee is responsible for the payment of all sales and use tax, when applicable.
13. License Cancellation � Rights Managed. If Licensee or Purchaser requests in writing to cancel this Agreement within of the date of receipt by Licensee or Purchaser, and such Licensed Material has not been used or reproduced in any way by Licensee, First Light may terminate the License Agreement, at its sole discretion, and issue a refund or credit to the licensee or Purchaser, provided that the notice is provided within 10 days of receiving the Reproduction Rights Agreement. For First Light film licenses, a cancellation fee of 50% of the license fee will be applied to the refund or credit, unless otherwise agreed in writing. No refunds are permitted after 10 days. No refunds are permitted for any research, lab, service fees, shipping and handling or other administration fees which shall be payable according to the terms stated on the Invoice and shall be non-refundable.
14. License Cancellation � Royalty Free. If Licensee or Purchaser requests in writing to cancel this Agreement within thirty (30) days of the date of receipt by Licensee or Purchaser of the Licensed Material, and such Licensed Material has not been used or reproduced in any way by Licensee, First Light, at its sole discretion, may cancel this Agreement and issue a credit to Licensee's or Purchaser's account or credit card in an amount up to one hundred percent (100%) of the license fee. No refunds are permitted after 30 days. No refunds are permitted for any research, lab, service fees, shipping and handling or other administration fees which shall be payable according to the terms stated on the Invoice and shall be non-refundable.

1. AGREEMENT TO TERMS: Licensor shall deliver to Licensee the Licensed Content as identified on the first page of this Agreement, subject to the terms and conditions contained herein. Licensor grants Licensee the right to use the Licensed Content only as specified. The following actions by Licensee shall indicate Licensee�s acceptance of the terms and conditions of this Agreement: (a) acceptance of the Licensed Content; (b) payment under this Agreement; and/or (c) signature of this Agreement. Licensee agrees that any agreement (including, e.g., Invoices, Contracts) entered into by Licensee and Licensor for Licensee�s use of the Licensed Content shall be subject to the terms and conditions set forth herein. Client agrees to the terms and conditions set forth for third party collections that First Light represents. Client agrees to have read and accepted third party terms and conditions wherever applicable. All terms and conditions for all third party licenses are listed by collection on the First Light website. Copies of terms and conditions will be provided electronically upon written request from the client.
2. GRANT OF LIMITED LICENSE: Upon receipt of an executed Agreement and payment, Licensee shall be granted a non-exclusive, non-transferable license to use the Licensed Content subject to the terms and conditions contained herein. All Licensed Content licensed hereunder is delivered with the express limitation, acknowledged and agreed to by Licensee, that Licensor represents and warrants only (1) Licensor�s title in the Licensed Content; (2) that use of the Licensed Content (as specified herein only) shall not infringe on any copyright; and (3) Licensor�s authority to license the Licensed Content as provided herein. The grant of all rights hereunder is conditional upon payment of licensing fees and all other sums required including without limitation labor, shipping, technical and lab costs. Use of any Licensed Content prior to receipt of such payments or in an unauthorized manner constitutes copyright infringement and shall entitle Licensor to exercise all rights and remedies under applicable copyright law. The foregoing is not a limiting statement of Licensor�s rights or remedies in connection with any unauthorized use.
3. LIMITATION OF RIGHTS GRANTED: The limited license granted hereunder is expressly limited to the Production Type, Media, Territory, Term, use in the linear Production, and the rights and conditions specified herein. Any and all additional uses of the Licensed Content, including without limitation, additional lifts, versions, markets, languages, voice overs, or other changes are subject to the prior written approval of Licensor and, if approved, shall result in additional charges. All Licensed Content 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", speeding, slowing or freezing of any "cut", also shall result in additional charges. If the Licensed Content is licensed by the "second" instead of by the "cut", Licensee shall pay for the actual running time of the Licensed Content licensed. Any duplicate usage of the Licensed Content, freeze frames, or slow motion shall be calculated at the actual on-screen running time of the Licensed Content. All Licensed Content licensed by the "second" may have be subject to minimums based upon the agreed per second rate.
4. OWNERSHIP OF LICENSED CONTENT: The Licensed Content and all modified versions thereof, and all copyrights in same, remain the property of Licensor or other rights owner(s), if any.
5. RETURN OF LICENSED CONTENT: Unless otherwise expressly stated in this Agreement, all Licensed Content must be returned to Licensor within 30 days after receipt by Licensee. Simultaneously therewith, Licensee shall provide Licensor with a copy of the final Production edit, in all versions, regardless of whether or not the Licensed Content is used. In the event Licensee fails to timely return the Licensed Content, Licensee shall pay to Licensor a holding fee in the amount of $1,000 after 30 days and, beginning on the 46th day, an additional amount equal to 1% of the Total License Fee per day for each day thereafter, in addition to all other charges under this Agreement. Licensee is solely and fully responsible for all loss and damage to the Licensed Content from the date of delivery by Licensor to the date of return to Licensor, regardless of the circumstances of said loss and/or damage. In the event of loss of, damage to, or Licensee�s failure to return, the Licensed Content, Licensee shall pay to Licensor, upon demand, all costs and charges (including without limitation labor and service) for reduplicating said Licensed Content. Payment(s) pursuant to this paragraph shall in no way confer upon Licensee any right, title, or interest in the Licensed Content, including without limitation, any rights under copyright.
6. PROTECTION OF LICENSED CONTENT AND COPYRIGHT: If the Media includes the Internet, or any other online or interactive media, Licensee shall encode or otherwise protect the Licensed Content to ensure that the Licensed Content cannot be copied and otherwise remains in the linear Production for which it was licensed and cannot be searched by shot and downloaded in broadcast or substantially comparable quality. Licensee warrants that appropriate copyright notices are provided in the Production incorporating the Licensed Content so as to ensure that the copyrights of the Licensed Content, are not lost, or in any way damaged or impaired. Licensee�s failure to provide such copyright notice(s) shall void the rights granted Licensee pursuant to this Agreement.
7. CREDIT: Licensee shall afford Licensor an appropriate on-screen credit in the Production for the use of the Licensed Content, equal in all respects to any credit accorded to any other provider of comparable services. In such credit, Licensor�s name shall be written as provided in the Credit section of the first page of this Agreement. Additionally, Licensee expressly authorizes Licensor to use the fact of this License, in promoting and marketing the Licensed Content, and/or more generally, Licensor�s library/services.
8. RELEASES/CLEARANCES: Unless expressly stated to the contrary in the Special Provisions paragraph of this Agreement, the license granted hereunder does not include any underlying rights in the Licensed Content, including without limitation, trademark and/or third party property rights, moral rights, music rights, and/or the privacy and/or publicity rights of any individuals depicted therein. Licensee is solely responsible for obtaining any and all releases and clearances as may be required, including without limitation for any individual, trademark, and property appearing in the Licensed Content, and permission from any representative guild, union, professional organization, or other authorized representative, and, if any music is included in the Licensed Content, master use, synchronization and performing licenses must be obtained 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. Licensee shall provide Licensor with proof of such releases and clearances upon request.
9. INDEMNIFICATION: Licensor shall defend, indemnify and hold harmless Licensee, and its officers, agents, employees, successors and assigns, from and against any and all liability, damages and loss, costs and expenses (including without limitation attorneys� fees and costs), arising from or related to Licensor�s breach of its representations and warranties hereunder. Licensee is solely responsible for the content of the Productions in which the Licensed Content is used. Licensee shall defend, indemnify and hold harmless Licensor, its affiliates and their respective officers, agents, employees, successors and assigns, and any other holder(s) of rights in the Licensed Content and the images depicted therein, from and against any and all liability, damages and loss, costs and expenses (including without limitation attorneys� fees and costs), arising from or related to Licensee�s breach of any of this Agreement (including without limitation Licensee�s failure to obtain releases or clearances), the Production, and/or Licensee�s use of the Licensed Content beyond the scope of this Agreement.
10. LIMITATION OF LIABILITY: Except for any liability which cannot by law be excluded or limited, neither Licensor nor its affiliates nor the holder(s) of rights in the Licensed Content shall be liable to Licensee or any other third party claiming through it for direct, indirect, incidental, special or consequential damages arising out of, or relating to the use of the Licensed Content, whether framed as a breach of warranty of merchantability or fitness for a particular purpose, in tort, contract, or otherwise. In addition, Licensor does not guarantee the performance of any vendor/third-party (e.g. courier and/or messenger service(s), lab(s)) relied upon by Licensor and/or Licensee for delivery of the Licensed Content. No failure on the part of any vendor/third-party shall be deemed a breach of this Agreement by Licensor. In no event shall Licensor or its affiliates liability arising from usage of the Licensed Content provided hereunder exceed the Total License Fees, excluding other charges, for such Licensed Content, which Licensee acknowledges to be fair and reasonable.
11. MISCELLANEOUS: The parties hereto acknowledge that they have read this Agreement and understand it, and they agree to be bound by all of its terms and conditions. This Agreement contains the entire agreement between the parties and supersedes all prior understandings and/or agreements, whether written or oral. The terms and conditions of this Agreement may not be waived, changed, or modified except by a writing signed by all parties hereto. No waiver of any of the provisions of this Agreement shall constitute or be deemed a waiver of any other provision hereof (whether or not similar) nor shall such waiver constitute or be deemed a continuing waiver. No failure of either party hereto to insist upon the other party�s strict compliance with any obligation, covenant, agreement, or condition contained in this Agreement shall operate as a waiver of, or estoppel with respect to any subsequent or other failure in compliance. The headings herein are for the convenience of the parties and shall not be deemed to limit or affect any of the provisions of this Agreement. This Agreement shall inure to the benefit of and be binding on the parties, their successors and assigns, except that Licensee may not assign or transfer this Agreement without Licensor�s prior written consent
12. Any and all disputes, with the exception of copyright claims, arising out of, under or in connection with this agreement, including without limitation, the validity, interpretation, performance and breach hereof, shall be settled by arbitration in Toronto, Ontario, by not more than one arbitrator. Equitable relief otherwise available from a court, including but not limited to injunction, may be granted by the arbitrator to either party prior to the a final award. Judgment upon any award or relief rendered may be entered in the highest court of the forum, having jurisdiction. This agreement, its validity and effect, shall be interpreted under and governed by the laws of the Province of Ontario. If recipient of this contract is an agent for or an employee of a non-Canadian company but operates in a place of business in Canada, said recipient expressly agrees that any dispute regarding this contract shall be adjudicated within Canada in the manner described here. Copyright claims, including claims supplemental thereto, may be brought in the court having jurisdiction. If First Light is caused to present claims or suit as a result of any breach of the above terms set forth, it shall be made whole for such reasonable legal fees or costs by recipient or user herein.
13. License Cancellation � Rights Managed. If Licensee or Purchaser requests in writing to cancel this Agreement within of the date of receipt by Licensee or Purchaser, and such Licensed Material has not been used or reproduced in any way by Licensee, First Light may terminate the License Agreement, at its sole discretion, and issue a refund or credit to the licensee or Purchaser, provided that the notice is provided within 10 days of receiving the Reproduction Rights Agreement. For First Light film licenses, a cancellation fee of 50% of the license fee will be applied to the refund or credit, unless otherwise agreed in writing. No refunds are permitted after 10 days. No refunds are permitted for any research, lab, service fees, shipping and handling or other administration fees which shall be payable according to the terms stated on the Invoice and shall be non-refundable.
14. License Cancellation � Royalty Free. If Licensee or Purchaser requests in writing to cancel this Agreement within thirty (30) days of the date of receipt by Licensee or Purchaser of the Licensed Material, and such Licensed Material has not been used or reproduced in any way by Licensee, First Light, at its sole discretion, may cancel this Agreement and issue a credit to Licensee's or Purchaser's account or credit card in an amount up to one hundred percent (100%) of the license fee. No refunds are permitted after 30 days. No refunds are permitted for any research, lab, service fees, shipping and handling or other administration fees which shall be payable according to the terms stated on the Invoice and shall be non-refundable.
15. Payment/Interest/Taxes: Invoices are delivered electronically, and payment is due within 30 days of the Invoice date, or prior to use of the Licensed Content whichever is first (regardless of whether Licensee has received payment from its client if any). Licensee shall be charged, and agrees to pay, the maximum interest rate allowed by law on all balances remaining unpaid after 30 days from such date. Delivery of the Licensed Content constitutes the grant of limited license as set forth herein and requires payment regardless of usage by Licensee. Licensee is responsible for the payment of all sales and use tax, when applicable.