Denkou Images ROYALTY-FREE END-USER LICENSE AGREEMENT
Please read this Agreement carefully before purchasing or using any royalty-free image ("Image") from Denkou Images. If you are unsure of your rights under this Agreement, or if you wish to license additional rights or add additional users not otherwise permitted hereunder, please contact Denkou Images by calling (0049)403-980-686-8, or by email at info@denkouimages.com.

By using an Image or exercising any rights granted under this End-User License Agreement (the "Agreement"), you agree to be bound by this Agreement. If you do not wish to accept the terms of this Agreement, you may return the unused image or Image CD-ROM ("CD") to Denkou Images within seven days from the invoice date for a refund of the purchase price. Denkou Images and its suppliers own the rights to the Images, CD, and Denkou Images Website. All rights not specifically granted by this Agreement are reserved by Denkou Images.

1. Definitions In this Agreement the following definitions apply:

"Invoice" means the computer-generated or pre-printed invoice provided by Denkou Images or an authorized distributor that may include, without limitation, 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.

"Licensed Material" means any still image, visual representation generated optically, electronically, digitally or by any other means, including any negatives, transparencies, 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 Denkou Images Images 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.

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

“User” means any employee or subcontractor of the Licensee who manipulates, edits, or modifies the original digital file containing the Licensed Material or incorporates the Licensed Material within any derivative work.

2. Grant of Rights

Subject to the terms of this Agreement:
Licensee has the non-exclusive, non-transferable, non-sublicensable right to Reproduce the Licensed Material identified in the Invoice an unlimited number of times in any and all media for the following purposes (together the “Permitted Uses”):
Advertising and promotional materials; Broadcast and theatrical exhibitions;
Print publications and physical products; Electronic publications including website design, up to a maximum resolution of 72dpi; and any other uses approved in writing by Denkou Images. Licensee has the right to have the Licensed Material Reproduced by subcontractors of Licensee, provided that Licensee ensures that such subcontractors agree to abide by the provisions of this Agreement. Licensee may alter, crop, manipulate and create derivative works of the Licensed Material. Licensee's rights to the Licensed Material are worldwide and perpetual.

3. Restrictions on Use

Except as provide 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 Image(s). However, Licensee may not include the Image(s) in an electronic template intended to be used by third parties on electronic or printed products.
• Sell, license or distribute its final product in such a way that permits Licensee's end users to extract or access the Image(s) as a stand-alone file. Incorporate the Image(s) 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.
• Decompile, reverse engineer, disassemble or otherwise reduce the software on the CD_ROM or other storage media to a human readable form.

Licensee may store the Images on a server, image library or network configuration to be viewed by Licensee or its clients provided that no more than 10 persons can access the Image(s). Before permitting access to more than 10 persons, Licensee must upgrade the seat license from Denkou Images. 5. Warranties and Limitation of Liability Denkou Images represents that it has the right to grant the license herein and warrants the Image(s) 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 or refund of the purchase price, at Denkou Images’ option.

DENKOU IMAGES MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, REGARDING, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. DENKOU IMAGES DOES NOT WARRANT THAT CAPTION INFORMATION IS ACCURATE.

DENKOU IMAGES 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 DENKOU IMAGES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES. DENKOU IMAGES' MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH LICENSEE'S USE OF OR INABILITY TO USE THE IMAGE(S) (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 IMAGES.

6. Indemnity

Licensee agrees to defend, indemnify and hold Denkou Images 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.

7. Payment Terms

No licenses are granted until full payment of Denkou Images’ invoice is received. Unless credit terms have specifically been agreed directly between Denkou Images and the Licensee, payment of Denkou Images' invoices must be received on the sooner of fourteen (14) days of its date net, without any discounts, or prior to the publication of any Image(s). The licensee agrees to pay Denkou Images a service charge of two (2) percent per month on any unpaid balance after this time period for the use of the Image(s).

Any disputes concerning the invoice must be submitted in writing, within five (5) business days of the invoice date, or the licensee shall be deemed to have accepted the invoice as issued.

8. Termination and Revocation

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

Denkou Images reserves the right to revoke the license to use the Licensed Material for good cause and elect to replace such Licensed Material with alternative Licensed Material. Upon notice of any revocation of a license for any particular Licensed Material, Licensee shall immediately cease using such Licensed Material and shall where possible ensure that its clients and customers do likewise.

9. Condition of Licensed Material

Licensee should examine all Licensed Material for possible defects (whether digital or otherwise) before sending any Licensed Material for Reproduction. Denkou Images 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.

10. Miscellaneous Terms

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 Denkou Images Images 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 Denkou Images’ other remedies under this Agreement, Denkou Images reserves the right to charge and Licensee agrees to pay a fee equal to five times Denkou Images’ normal license fee for use of the Licensed Material.

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.

Governing Law This Agreement will be governed in all respects by the laws of the Federal Republic of Germany. Jurisdication place is Hamburg.

Waiver No action of Denkou Images, other than express written waiver, may be construed as a waiver of any provision of this Agreement. A delay on the part of Denkou Images in the exercise of its rights or remedies will not operate as a waiver of such rights or remedies.

Entire Contract

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.

© 2007 Denkou Images GmbH. All rights reserved.