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Image License Agreement


This license constitutes a legally binding agreement ("The Agreement") between the User ("The Licensee"), and ("The Licensor") as authorized agent for and on behalf of the creator(s) or registered copyright holder ("The Rightsholder") of the relevant visual material or derivates and copies thereof (collectively, the "Digital Media").
Please read this Agreement in its entirety before downloading, ordering or any usage of the said pertinent Digital Media, as such will be deemed to indicate acceptance of and agreement to the provisions of this Agreement and the Terms and Conditions of use herein.
If this Agreement is being entered into on behalf of an employer, contractor, client or other affiliate the license granted and provisions, restrictions and limitations recited herein shall apply to any such party as well as to the Licensee as their allotted representative, and where appropriate shall continue in perpetuity.
Since the Licensor can not offer specific guidance on each individual use of Digital Media, please consult independent legal advice from a qualified person in cases of uncertain intended use.
If the desired useage is prohibited under the terms of this Agreement please contact the Licensor for further information and additional licensing options.
Acceptance of these provisions, terms and conditions is an absolute precondition of use. If you do not agree, Please Do Not download, purchase or use any copyright protected Digital Media published by Licensor.

Grant Of License
Licensor herby agrees to grant to the Licensee a one-time personal nonexclusive, nonsublicensable and nontransferrable right to copy purchased Digital Media onto a single computer hard drive and to use such selected material within the Licensee's territory of residence for a period of ninety (90) days from the delivery date in accordance with the terms and conditions of acceptable useage defined herein.All Digital Media and right, title and interest thereof, including copyright rights, remain the sole and exclusive property of the Rightsholder unless otherwise expressly stipulated, this license conveys no proprietary rights of any sort to the Licensee.
This license is valid only with respect to the particular accompanying Digital Media for which the applicable license fee has been paid and will terminate immediately if compliance with the terms and conditions of use set forth herein is not strictly adhered to, in which event the Licensee undertakes to promptly cease all use of the Digital Media and destroy it along with all subsequent derivates and copies thereof.
No license is granted hereunder until complete payment of the total specified amount is received in full by the Licensor.

Acceptable Useage
A single hard copy print reproduction of the Digital Media may be produced at the intended size only, provided that no adaptation, alteration or manipulation be made or permitted other than the calibration and adjustment of brightness, contrast, colour balance or gamma correction necessary for and consistent with printing.
Except in circumstances whereby any such modification for reproduction be required, Digital Media may not be reverse engineered, decompiled, or disassembled, copied, captured, achieved or stored on any photographic, digital, magnetic or other medium.
Upon the satisfactory completion of the licensed use, Digital Media and any subsequent derivates and copies thereof must be permanently deleted or destroyed by the Licensee.
All copyright notices, signatures and monograms must remain intact, unobscured and be retained on final reproduction print.
No re-use or further reproduction of the licensed Digital Media whether for future production runs or otherwise is permitted, except on payment in advance of additional license fees.
No copies of the resultant reproduction may be made or permitted by any method whether photographic, electronic, mechanical or by any other means.
Licensed Digital Media may not be offered or made available for sale, lease or hire, sublicensed, shared, circulated or included in any distribution, brokerage, transmission or retrieval system or otherwise dispersed, disseminated or disposed of on any commercial or noncommercial basis either in part or in whole, separately or contained within any similarly tendered collection, compilation or compendium.
Licensed Digital Media, or any part thereof, may not be conjoined with or incorporated into any trademark, advertisement or other material in any manner which suggests propriety rights of any kind or association with or endorsement of any entity, product or service.
Licensed Digital Media may not be used in any way that could be considered defamatory, libelous, pornographic, obscene, immoral, fraudulent, criminal, or violates the rights or damages the reputation of the Licensor, Rightsholder or third parties (including rights of copyright, privacy, publicity and other tangible or intangible property), or in any way that is otherwise unlawful.
The Licensee shall inform the Licensor immediately on becoming aware of any unauthorized use of the Digital Media or any activity that infringes upon any rights thereof and shall provide all resonable cooperation requested by the Licensor, trading standards or law enforcement officials in regard to such activity.

The Licensee agrees to defend, indemnify and hold harmless The Rightsholder, Licensor and their respective principals, employees, directors, agents, representatives, affiliates, successors, assigns or suppliers from and against all claims, liability, damages, costs and remunerations, including but not limited to any legal fees and expenses, incurred by or arising from:
any use of the Digital Media in breach or exceeding the scope of the rights granted herein;
any use of Digital Media for which no property, model personality or other release was so specified or furnished by the Rightsholder;
any use of Digital Media for which any neccessary authorization or approval from an associated third party was not obtained,
including assertions of defamation, infringement or violation of rights of copyright, publicity, privacy, other tangible or intangible property or similar infraction.

Limitation Of Liability
Under no circumstances whatsoever will The Rightsholder or Licensor be liable for any general, special, direct, indirect, consequential or incidental damages including without limitation, for loss of business, income, savings or information arising out of or relating to:
the licensing of, use or inability to use any Digital Media, whether based in warranty, tort, contract, failure of essential purpose, or otherwise;
the inability to obtain additional rights, releases or authorizations to use any Digital Media.
In any event, the total liability of The Rightsholder or Licensor, including their respective principals, employees, directors, agents, representatives, affiliates, successors, assigns or suppliers, shall not exceed the total amount of any license fees paid by the Licensee hereunder.

The Licensor warrants and represents that it has the necessary authorization to grant the rights herein and to enter into this Agreement.
The Licensor warrants the Digital Media under normal use in the original form obtained by the Licensee to be free from defects in material and workmanship for ninety (90) days from the date of delivery.
The sole and exclusive remedy for a breach of the foregoing warranty is the replacement of the Digital Media or refund of the purchase price including license fee at the Licensor's sole and absolute discretion.
The Licensor disclaims all other warranties express or implied, including, without limitation, any implied warranties of merchantability or fitness for a particular purpose, type or quality of Digital Media or compatibility with any computer or other equipment.
Additional rights other than those granted herein, such as releases, approvals or authorizations by third parties may be required for the legitimate use of the Digital Media in the manner contemplated by the Licensee, who understands and agrees that such rights may not be within the Licensor's jurisdiction to grant, may not be available or may be refused or withheld.

The Licensor reserves the right to discontinue the license of the Digital Media at any time or for any reason, and at their option to elect a replacement with a suitable alternative. Upon notice of any discontinuance of a License, the Licensee agrees not to further use the discontinued Digital Media.
The Licensee represents to have the full right and authority to enter into this Agreement, the authentic text of which was written in the English language and to which any disputes or differences between the parties shall be solved by exclusive reference.
This License Agreement and the transaction described herein shall be governed by and interpreted in accordance with the Laws of The United Kingdom and all parties hereby submit to the jurisdiction of the British Courts.
This License Agreement shall not be deemed to constitute a partnership, agency or joint venture between the parties and neither party shall do or permit any act whereby it may be represented as being the agent or partner of the other.
The Licensor reserves the right to change these conditions at any time without notice. Changes will be published here and also posted on and to the relevant mailing lists.
This Agreement, and the Terms and Conditions of Use herein, constitute the complete, entire and exclusive understanding and Agreement between parties and supercedes all prior discussions, oral or written, understandings and agreements, express or implied, with respect to the subject matter hereof.
Any amendments, changes or modifications shall have legal effect only if made in writing and signed by both parties hereto. All representations, conditions and warranties, oral or written, express or implied, other than those contained herein, or in a notice of amendment issued hereunder, are expressly excluded.


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