Image Use License Agreement

IMAGE USE LICENSE AGREEMENT

This Image Use License Agreement (the "Agreement") is entered into as of Effective Date: by and between Licensor Name: with principal place of business at (\"Licensor\"), and Licensee Name: with principal place of business at (\"Licensee\").

RECITALS

WHEREAS, Licensor is the sole owner of all right, title and interest in certain photographic and/or digital images described below (the "Images");

WHEREAS, Licensee desires to obtain, and Licensor is willing to grant, a limited license to use the Images on the terms and conditions set forth herein; and

WHEREAS, the parties intend that Licensee's use of the Images be limited in scope, territory, duration and purpose as set forth below.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

1. DEFINITIONS

1.1 "Images" means the photographic or digital files specifically identified in Exhibit A attached hereto and incorporated by reference. Exhibit A description (file names, descriptions, resolution):

1.2 "Permitted Uses" means the specific uses listed in Section 3 below. 1.3 "Territory" means the geographic region set forth below.

2. GRANT OF LICENSE

2.1 Grant. Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee a Exclusive Non-exclusive , non-transferable license to reproduce, display, and distribute the Images solely for the Permitted Uses during the Term described in Section 4.

2.2 Scope. The license granted does not convey ownership. Licensee shall not sublicense, assign or otherwise transfer rights to any third party without Licensor's prior written consent.

3. PERMITTED USES

3.1 Permitted Uses. Licensee may use the Images for the following purposes only:

3.2 Territory. The rights granted are limited to the following geographic territory:

4. TERM

4.1 Term. The license commences on Start Date: and shall continue until End Date: unless earlier terminated in accordance with Section 9.

5. FEES AND PAYMENT

5.1 Consideration. In consideration for the license granted herein, Licensee shall pay Licensor the Fees described below.

6. OWNERSHIP; COPYRIGHT

6.1 Ownership. Licensor retains all right, title and interest in and to the Images and all copyrights therein. Nothing in this Agreement transfers ownership of the Images to Licensee.

6.2 Copyright Notice and Credit. Licensee shall reproduce any copyright notice and credit supplied by Licensor. Required credit line (if any):

7. RESTRICTIONS

7.1 Licensee shall not: (a) use the Images in pornographic, defamatory, unlawful or immoral contexts; (b) sell, assign, sublicense, distribute or otherwise transfer the Images except as expressly permitted; (c) remove or obscure any watermark, attribution or metadata; or (d) knowingly use the Images in a manner that infringes third party rights.

8. WARRANTIES AND REPRESENTATIONS

8.1 Licensor represents and warrants that: (a) it is the sole owner of the Images or is authorized to grant the rights granted herein; (b) to Licensor's knowledge the exploitation of the Images in accordance with this Agreement will not infringe or violate any third party's rights; and (c) no third party consents are required for the permitted uses except as disclosed in writing.

8.2 Licensee represents and warrants that its use of the Images will comply with all applicable laws and the terms of this Agreement.

9. INDEMNIFICATION; LIMITATION OF LIABILITY

9.1 Indemnification. Licensee will indemnify, defend and hold harmless Licensor and its officers, directors and agents from and against any and all claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of Licensee's use of the Images in breach of this Agreement or in violation of law.

9.2 Limitation of Liability. Except for willful misconduct or gross negligence, in no event shall either party be liable to the other for special, incidental, consequential or punitive damages. Licensor's aggregate liability for direct damages shall be limited to the amount of fees actually paid by Licensee under this Agreement in the twelve (12) months preceding the claim.

10. TERMINATION

10.1 Termination for Cause. Either party may terminate this Agreement upon written notice if the other party materially breaches and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

10.2 Effect of Termination. Upon termination, Licensee shall immediately cease all use of the Images and shall, within ten (10) days, destroy or return to Licensor all copies of the Images in Licensee's possession or control and provide written certification of such destruction upon Licensor's request.

11. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by personal delivery, certified mail, or overnight courier, and shall be deemed given when received.

12. AMENDMENTS; WAIVER; COUNTERPARTS

12.1 Amendments. This Agreement may be amended or modified only by a written instrument executed by both parties.

12.2 Waiver. No waiver of any provision shall be effective unless in writing and signed by the party waiving the right.

12.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

13. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

13.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of: without regard to its conflicts of law principles.

13.2 Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

13.3 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

14. MISCELLANEOUS

14.1 Relationship of Parties. The parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture or agency relationship.

14.2 Survival. Provisions that by their nature survive termination shall survive including, but not limited to, Sections 6 (Ownership), 9 (Indemnification; Limitation of Liability), 10 (Termination), and 13 (Governing Law; Entire Agreement; Severability).

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