Stock Photo and Stock Images Licensing

Panoramic Images License Agreement

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1. License Terms:

1.1 Covered Media

1.1.1 The photograph(s) and any and all other media and content in any form delivered to Licensee by Licensor, whether via CD-ROM or by download via FTP or website (collectively the “Digital Media”) are licensed, not sold, to Licensee by Licensor for use pursuant to this Agreement.

1.1.2 Licensee may own the media on which the Digital Media are recorded, but Licensor, for itself or on behalf of its contributors, retains ownership of the Digital Media.

1.1.3 Any reference in this Agreement to the Digital Media shall be to each individual item within the Digital Media and also to the Digital Media taken as a whole.

1.2 Rights Granted

1.2.1 Licensee has the non-exclusive, non-transferable, non-sublicensable right to copy, reproduce, transmit and display the Digital Media an unlimited number of times in any and all media for the following purposes: Advertising, promotional and editorial usage. Online or electronic distribution systems, including web page design to a maximum resolution of 72 ppi. Display uses including but not limited to broadcast, theatrical, billboards, trade shows. Product or other packaging Any other uses approved in writing by Licensor.

1.2.2 Licensee has the right to have the Digital Media reproduced by subcontractors of Licensee, provided that such subcontractors agree to the terms of this Agreement.

1.2.3 Licensee may alter, crop, manipulate and create derivative works of the Digital Media.

1.2.4 Licensee may make one copy of the Digital Media solely for backup or archival purposes or transfer the Digital Media to a single hard drive, provided that the original and accompanying documentation is retained in your possession.

1.2.5 Licensor reserves all rights not expressly granted to Licensee herein.

1.3. Users / Seat Licenses

1.3.1 Licensee may distribute Digital Media within a network or similar asset management system to no more than 10 computer/workstations within the same company or similar legal entity. If the Digital Media is to be placed on a network of servers accessible by more than 10 computers/workstations, please contact your sales representative as you will require a multiple seat license.

1.4 Restrictions

1.4.1 Licensee may not sublicense, resell or otherwise make available for use or distribution separately or detached from a product or web page, or in a manner in which the customer or other user can extract or access the Digital Media as a stand-alone file.

1.4.2 Digital Media shall not be incorporated into a logo, trademark or service mark.

1.4.3 Licensee shall not post the Digital Media online in a downloadable format.

1.4.4 Digital Media may not be used in any electronic template or application, including those which are web 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.

1.4.5 Licensee may not use the Digital Media in any products for sale whose primary value lies in the Digital Media itself, including but not limited to retail posters, calendars and postcards.

1.4.6 Licensee may not use, or allow anyone else to use the Digital Media to create pornographic, libelous, obscene or defamatory material. For uses covering sensitive issues, including but not limited to, topics regarding sexual issues, substance abuse, physical mental or alcohol abuse, drugs, tobacco, HIV/AIDS or other serious mental or physical conditions, you must include a statement which indicates that the person is a model and is used for illustrative purposes only.

1.4.7 Licensor 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 in any Digital Media, 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.

2. Indemnity:

2.1 Licensee agrees to indemnify and hold harmless Panoramic Images against any and all claims arising out of breach of this agreement.

3. Warranties:

3.1 Licensor warrants the Digital Media 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 Digital Media.

3.2 Licensor makes no other warranties, express or implied, regarding the Digital Media, including, without limitation, any implied warranties or merchantability or fitness for a particular purpose. Licensor 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 Digital Media, this agreement, nay invoice regarding the Digital Media or otherwise, even if Licensor has been advised of the possibility of such damages, costs or losses.

4. Termination and Revocation:

4.1 The License 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 Digital Media, (ii) destroy or, upon the request of Licensor, return the Digital Media to Licensor (in the case of analogue materials), and (iii) delete or remove the Digital Media from Licensee's premises, computer systems and storage (electronic or physical).

4.2 Licensor reserves the right to revoke the license to use the Digital Media for good cause and elect to replace such Digital Media with alternative Digital Media. Upon notice of any revocation of a license for any particular Digital Media, Licensee shall immediately cease using such Digital Media and shall ensure that its clients and customers do likewise.

5. Severability:

5.1 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.

6. Governance:

6.1 This Agreement will be governed in all respects by the laws of the State of Illinois, U.S.A., without reference to its laws relating to conflicts of law. The United Nations Convention on Contracts for the International Sale of Goods does not govern this Agreement.

7. Waiver:

7.1 No action of Licensor, other than express written waiver, may be construed as a waiver of any provision of this Agreement.

8. Entire Contract:

8.1 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.

? 2004 Panoramic Images. All Rights Reserved.