Terms and Conditions

1. Definitions

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

1.2 "Licensed Material" means any still image, film or video footage, audio product, visual representation generated optically, electronically, digitally or by any other means, including any negatives, transparencies, film imprints, prints, original digital files or any Reproductions thereof, or any other product protected by copyright, trademark, patent or other intellectual property right, which is licensed to Licensee by under the terms of this Agreement. Any reference in this Agreement to the Licensed Material shall be to each individual item within the Licensed Material and also to the Licensed Material taken as a whole.

1.3 "Reproduction" and "Reproduce" mean any form of copying or publication of the whole or a part of any Licensed Material, via any medium and 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.

2. Grant of Rights & Restrictions.

2.1 Unless stated otherwise in the Invoice, grants to Licensee a non-exclusive, non-sublicensable and non-assignable right to Reproduce the Licensed Material identified in the Invoice, solely to the extent explicitly stated in this Agreement. This right may be exercised by subcontractors of Licensee, provided that such subcontractors agree to abide by the terms of this Agreement.

2.2 Use of the Licensed Material is strictly limited to the use, medium, period of time, print run, placement, size of image, territory and any other restrictions specified in the Invoice. Licensee may utilize the Licensed Material in any production process that may be necessary for the intended use specified in the Invoice.

2.3 If any Licensed Material featuring a model is used in (i) a manner that would lead a reasonable person to believe that the model personally uses or endorses a product or service; or (ii) in connection with a subject that would be unflattering or controversial to a reasonable person, Licensee must accompany each such use with a statement that indicates that the person so pictured is a model and is used for illustrative purposes only.

2.4 While efforts have been made to correctly caption the subject matter of the Licensed Material, does not warrant that such information is accurate.

2.5 Pornographic, defamatory or otherwise unlawful use of Licensed Material is strictly prohibited whether directly or in context or juxtaposition with specific subject matter.

2.6 Licensed Material shall not be incorporated into a logo, trademark or service mark.

2.7 Licensed Material shall not be used contrary to any restriction on use that is notified to Licensee prior to or at the time the Licensed Material is delivered to Licensee. Such restrictions may be included in the information provided with the Licensed Material on website or in any other communication by Any such restriction provided to the Licensee shall be incorporated in this Agreement.

2.8 Upon reasonable notice, may inspect any records, accounts and books relating to the Reproduction of any of the Licensed Material to ensure that the Licensed Material is being used in accordance with this Agreement.

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

4. Releases. will notify Licensee if it has obtained a model release and/or a property release for Licensed Material, either in the release status information accompanying the Licensed Material on' website, in the Invoice or by other means. If no such notification is given, then no such model or property release has been obtained. Except where Licensee is specifically notified, grants no rights and makes no warranties with regard to the use of names, people, trademarks, trade dress, registered, unregistered or copyrighted designs or works of art or architecture depicted in any Licensed Material. Where Licensed Material is unreleased, Licensee shall be solely responsible for determining whether a release is required in connection with any proposed use of such Licensed Material. Licensee acknowledges that some jurisdictions provide legal protection against a person's image, likeness or property being used for commercial purposes without their consent. makes no representations or warranties as to whether or not any additional fees or payments may be due to any model depicted in Licensed Material pursuant to the requirements of any applicable trade union and Licensee shall be solely responsible for any such additional fees or payments to such trade union.

5. Warranty and Limitation of Liability.

5.1 warrants that: (i) it has all necessary rights and authority to enter into and perform this Agreement; (ii) the Licensed Material will be free from defects in material and workmanship for 30 days from delivery (Licensee's sole and exclusive remedy for a breach of this warranty being the replacement of the Licensed Material); and (iii) subject to Section 4 above (Releases), Licensee's use of the Licensed Material in its original form, and when used in accordance with this Agreement and the Invoice, will not infringe on any copyright, moral right, trademark or other intellectual property right and will not violate any right of privacy or right of publicity.

5.2 makes no other warranties, express or implied, regarding the licensed material, including, without limitation, any implied warranties of merchantability or fitness for a particular purpose. shall not be liable to licensee or any other person or entity for any general, punitive, special, indirect, consequential or incidental damages, or lost profits or any other damages, costs or losses arising out of licensee's use of the licensed material or otherwise, even if has been advised of the possibility of such damages, costs or losses. maximum liability arising out of or in connection with licensee's use of or inability to use the licensed material (whether in contract, tort or otherwise) shall, to the extent permitted by law, be limited to the value of 10 times the value paid by the licensee for the licensed material.

5.3 The representations and warranties made by in this agreement apply only to the licensed material as delivered by and will be invalid if the licensed material is used by licensee in any manner not specifically authorized in this agreement or if licensee is otherwise in breach of this agreement.

6. Indemnification.

6.1 Provided Licensed Material is only used in accordance with this Agreement and Licensee is not otherwise in breach of this Agreement, shall defend, indemnify and hold Licensee harmless from all damages (except punitive damages), liabilities and expenses (including reasonable lawyers' fees and permitted and authorized costs), arising out of or connected with any actual or threatened lawsuit, claim or legal proceeding alleging that is in breach of its warranties given in section 5 above.

6.2 Where model or property releases for Licensed Material have not been obtained by, or if Licensee's use of the Licensed Material is not authorized by this Agreement, Licensee shall defend, indemnify and hold 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 connected with any actual or threatened lawsuit, claim or legal proceeding relating to the use of such Licensed Material by Licensee, to the extent that such claim relates to the absence of a release or the Licensee's unauthorized use of the Licensed Material.

7. Notice of Defense. The party seeking indemnification pursuant to section 6 shall promptly notify the other party of such claim. At indemnifying party's option, indemnifying party may assume the handling, settlement or defense of any claim or litigation, in which event indemnified party shall cooperate in the defense thereof. Indemnified party shall have the right to participate in such litigation, at its expense, through counsel selected by indemnified party. The indemnifying party will not be liable for legal fees and other costs incurred prior to the other party giving notice of the claim for which indemnity is sought.

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

9. Electronic Storage. For all Licensed Material that Licensee takes delivery of in electronic form, Licensee must retain the copyright symbol, the name of and the image number or other identification number associated with the Licensed Material as may be included as part of the electronic file. Licensee may not make additional high-resolution copies of the Licensed Material and Licensee will maintain a robust firewall to safeguard against unauthorized third-party access to the Licensed Material. Notwithstanding the foregoing, Licensee may make one (1) high-resolution backup copy of the Licensed Material for security reasons only. Upon the expiration or earlier termination of this Agreement, Licensee shall promptly delete the Licensed Material from its computer or other electronic storage systems and shall ensure that its sub-contractors do likewise.

10. License Cancellation Fee. If Licensee requests in writing to cancel this Agreement within thirty (30) days of the date of receipt by Licensee of the Licensed Material, and such Licensed Material has not been used by Licensee, may cancel this Agreement and issue a credit to Licensee's account or credit card equal to one hundred percent (100%) of the license fee minus a composite/layout fee that will be charged at then standard rate.

11. Interest or Cancellation on Overdue Invoices. If Licensee fails to pay invoice in full within the time specified in the invoice, may add a service charge of one-and-one-half percent (11/2 %) per month, or such lesser amount as is allowed by law, on any unpaid balance until payment is received. also reserves the right, in its sole discretion, to revoke the license if payment is not made in full on time.

A 50% deposit is required for special order items to cover the manufacturers restocking fees in the event of cancellation

12. Condition of Licensed Material. Licensee should examine all Licensed Material for possible defects (whether digital or otherwise) before sending any Licensed Material for Reproduction. Without prejudice to section 5.1.(ii) above, 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.

13. Credit Lines for Editorial Use. If any Licensed Material is Reproduced in an editorial manner, the credit line, "", must appear adjacent to the Licensed Material, except where otherwise indicated in Section 14 below, in the credit line accompanying the Licensed Material on website or as otherwise notified by If any Licensed Material Reproduced by Licensee for editorial purposes omits the requisite credit line, an additional fee equal to twenty percent (20%) of the original amount invoiced shall be payable by Licensee at discretion. The foregoing fee shall be in addition to any other rights or remedies that may have at law or in equity.

14. Miscellaneous Terms.

15.1 Unauthorized Use. Any use of Licensed Material in a manner not expressly authorized by this Agreement or in breach of a term of this Agreement constitutes copyright infringement, entitling 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 other remedies under this Agreement, reserves the right to charge and Licensee agrees to pay a fee equal to five times normal license fee for use of the Licensed Material.

15.2 Governing Law. This Agreement will be governed in all respects by the laws of the United Kingdom without reference to its laws relating to conflicts of law. Any disputes arising from this Agreement or its enforceability shall be settled by binding arbitration to be held in London, England. The United Nations Convention on Contracts for the International Sale of Goods does not govern this Agreement. Notwithstanding the foregoing, 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, such action is necessary or desirable.

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

15.4 Waiver. No action of, other than express written waiver, may be construed as a waiver of any provision of this Agreement. A delay on the part of 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 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 those rights or remedies on any other occasion.

15.5 Entire Agreement. This Agreement, including the Invoice, 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.