Royalty Free License Agreement.

THIS LICENSE AGREEMENT IS A LEGAL AND BINDING AGREEMENT (“AGREEMENT”) BETWEEN YOU THE USER ("LICENSEE") AND amanaimages (“COMPANY”). THIS LICENSE AGREEMENT APPLIES TO LICENSES ISSUED VIA THE WEB AND VIA PHYSICAL DELIVERY ON A CD-ROM PRODUCT OR OTHER DIGITAL STORAGE MEDIA (THE “AGREEMENT”). IF THE LICENSEE DOES NOT AGREE AND HAS NOT EXERCISED THE RIGHTS GRANTED UNDER THIS AGREEMENT, THE LICENSEE MAY PROMPTLY RETURN THE UN-OPENED AND UN-USED CD-ROM AND ALL ACCOMPANYING MATERIALS IN THE ORIGINAL PACKAGING FOR A REFUND OF THE PURCHASE PRICE. IMAGES LICENSED VIA THE WEB MAY NOT BE RETURNED OR REFUNDED. THE TERM LICENSEE INCLUDES THE CLIENT IF THE AGENT IS ACTING ON BEHALF OF THE CLIENT AND PROVIDED BOTH AGENT AND CLIENT ARE JOINTLY AND SEVERALLY LIABLE TO COMPANY UNDER THE AGREEMENT.

1. License.

Subject to the terms of this License Agreement, amana images inc. (“COMPANY”) grants Licensee a perpetual, worldwide, non-transferable, non-exclusive right to reproduce, transmit and display, in whole or in part, COMPANY’S Royalty Free Image(s) (whether available as part of a CD-ROM collection of images or downloaded as a single–image) an unlimited number of times, in any and all media for the Permitted Uses described below. All other rights to the Image(s), CD-ROM, software and accompanying materials (if applicable), including without limitation, copyright and all other rights, are retained by COMPANY. All rights not specifically granted are retained by COMPANY.

2. Permitted Uses.

• Any print media, including advertising and promotional materials, editorial publications and consumer merchandise;
• Any Internet, intranet, Online or web-based media provided the resolution of the images does not exceed 72dpi;
• Broadcast and Theatrical exhibitions; and
• Additional uses approved in writing by COMPANY.

If the Licensed Material is Reproduced in an editorial manner, Licensee must include the following credit adjacent to the Licensed Material: "[Photographer's name]/amanaimages" or as otherwise notified by COMPANY.

3. Number of Users / Seat License.

If Licensee is an intermediary (e.g. an advertising or design agency) the Images must only be used by one client of Licensee’s, who must agree to be bound by the terms of this Agreement. For the Images to be used by another client Licensee will first have to purchase Extended License Rights from COMPANY.

Licensee or Licensee’s client may store the Images on a server, image library or network configuration to be viewed by Licensee’s client provided that no more than 10 persons can access the Images. Before permitting access to more than 10 persons, Licensee must upgrade the seat license from COMPANY.

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. 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 the Image(s) in commercial products where the Image(s) make up a significant part of the re-sale value of the product (i.e., postcards, posters, calendars, etc.). For such usages of an Image Licensee must acquire an extended onetime Commercial Image License from COMPANY.
• use any of the Images to promote a business that sells or licenses photographic images, or otherwise competes with COMPANY in any manner.
• represent, expressly or implicitly, that Licensee is the original creator of a work that derives a substantial part of its artistic components from the Images.
• should Licensee, through the use of the Image, create a derivative work Licensee agrees that Licensee does not acquire any copyright through the use of the Image in that work and Licensee’s use of the derivative work remains at all times subject to the terms of this License. Licensee agrees, at COMPANY’s request, to assign any copyright therein to COMPANY at Licensee’s expense.
• Crop individual people from groups larger than 4 persons in an Image and use them as individuals in Licensee’s design.
• Use any of the Images in any manner prohibited by any export laws, restrictions or regulations.

Model releases are available on Image(s) containing models upon request. Names may be removed to protect the privacy of the model, Other than model releases for recognizable persons, COMPANY 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.

5. Indemnity.

Licensee agrees to defend, indemnify and hold COMPANY 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.

COMPANY 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 30 days from delivery. The sole and exclusive remedy for a breach of the foregoing warranty is the replacement of the CD-ROM, replacement of the single-image digital file or refund of the purchase price, at COMPANY’S option.

COMPANY MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, REGARDING, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. COMPANY 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 COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES. COMPANY’S MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH LICENSEE'S USE OF OR INABILITY TO USE THE IMAGES (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 IMAGE(S).

Licensee may have additional rights under local laws.

6. Payment Terms.

No licenses are granted until full payment of COMPANY’S invoice is received. Unless credit terms have specifically been agreed directly between COMPANY and the Licensee, Payment of COMPANY'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 COMPANY a service charge of ten (10) % percent 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.

7. Cancellation Policy for Royalty-Free Images.

For single Images licensed or CD(s) purchased (opened or unopened), Licensee may receive a full refund provided Licensee submits a completed and signed refund affidavit, and return any CD’s, within fourteen (14) days of invoice date. After fourteen (14) days, no cancellations will be accepted, no refunds made and Licensee will be responsible for and must pay the full amount of the invoice.

8. Copyright Infringement and Liquidated Damages.

In the event that Licensee utilizes any Image without or prior to the granting of a license, COMPANY reserves the right to seek damages through legal channels unless Licensee agrees to reimburse COMPANY, as liquidated damages, a sum equal to ten (10) times the market value price charged for such use of a Royalty-Free image.

If the licensee fails to make the payment as outlined above, within ten (10) days of COMPANY’S invoicing such fee, this liquidated damage provision shall be void and COMPANY reserves the right to sue for copyright infringement, including attorneys' fees and all associated costs.

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

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

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.

This Agreement will be governed in all respects by the laws of the State of New York, without reference to its laws relating to conflicts of law. Licensee agrees that the Circuit or County Court of the State of New York for New York County and the United States District Court for the District of New York located in New York City 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. The United Nations Convention on Contracts for the International Sale of Goods does not govern this Agreement. If COMPANY is obligated to go to court to enforce any of its rights, the Licensee agrees to reimburse COMPANY for its legal fees and disbursements if COMPANY is successful.

9. Waiver.

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

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.

10. Contact Information

Distributor contact details :

USA
Inmagine Corporation LLC
2650 Fountain View Dr
Suite 332
Houston, TX
77057 USA
US Phone:+1 832 220 8023
Fax: +1 866 234 5310

Australia
Inmagine (Australia) Pty Ltd
O'Connell House
Level 3, 15-19 Bent Street
2000 Sydney
NSW, Australia
AU Phone: +61 2 9012 8805
Fax: +61 2 8915 1407

Singapore
Inmagine Pte Ltd
39, Amoy Street,
Singapore 069865
SG Phone:+65 6423 9693
Fax: +65 6423 9592

Malaysia
Inmagine Sdn Bhd
E1009B, 9th Floor
Kelana Parkview
No. 1 Jalan SS6/2
47301 Petaling Jaya
Selangor, Malaysia
MY Phone: +60 7880 0087
Fax: +60 7880 3087