1.1 Licensor grants to Licensee a perpetual, non-exclusive, non-transferable, non-sublicensable, worldwide right to Reproduce the Licensed Product specifically identified in the applicable Invoice in any and all media for use in an End Product for all purposes other than those prohibited under Section 2 below.

1.2 Licensee may store the Licensed Product in a digital library, network configuration or similar arrangement to allow the Licensed Product to be viewed by employees, partners and clients of Licensee, so long as there are no more than ten (10) Users with respect to any Licensed Product (provided that Licensee may purchase additional seat licenses for more than ten (10) Users, which additional licenses to be subject to the terms and conditions of this Agreement).

2.1 Licensee shall not sublicense, sell, assign, convey or transfer this Agreement or any of its rights under this Agreement without the prior written consent of Licensor; provided, however, that Licensee may engage subcontractors of Licensee to Reproduce the Licensed Product for preparation of an End Product provided that such subcontractors agree to abide by the terms and conditions of this Agreement.

2.2 Licensee shall not: (i) make the Licensed Product available (separate from the End Product into which it is incorporated) in any medium accessible by persons other than authorized Users; (ii) sell, license or distribute any End Product containing the Licensed Product in a manner which allows a third party to download, extract, Reproduce or access the Licensed Product as a standalone file; (iii) include the Licensed Product in an electronic template to be Reproduced by third parties on electronic or printed products; or (iv) use or display the Licensed Product on websites or in any other medium designed to induce or involving the sale, license or other distribution of “on demand” products, including, without limitation, postcards, mugs, t-shirts, calendars, posters and other items.

2.3 Licensee may not represent, expressly or implicitly, that Licensee is the original creator of a work that derives a substantial part of its artistic components from the Licensed Product.

2.4 The Licensed Product shall not be incorporated into any logo, trademark or service mark.

2.5 The Licensed Product may not be modified, reconfigured or repurposed for use in any websites designed for mobile devices or in any mobile device applications or otherwise for the purpose of viewing the Licensed Product on mobile devices without obtaining the prior written consent of Licensor.

2.6 If any Licensed Product featuring a model or property is used in connection with a subject that would be unflattering or unduly controversial to a reasonable person, Licensee must accompany each such use with a statement that indicates that: (i) the Licensed Product is being used for illustrative purposes only and (ii) any person depicted in the Licensed Product, if any, is a model.

2.7 Pornographic, defamatory or otherwise unlawful use of any Licensed Product is strictly prohibited, whether directly or in context or juxtaposition with other subject matter.

2.8 The Licensed Product shall not be used contrary to any restriction on use provided to Licensee, including, without limitation, any restriction provided to Licensee prior to or at the time the Licensed Product is delivered to Licensee. Such restrictions may be included either in the information provided with the Licensed Product on Licensor’s website or the website(s) of Licensor’s authorized distributors or in any other written communication from Licensor or its authorized distributors and shall be incorporated into this Agreement.

2.9 If the Licensed Product is Reproduced in an editorial manner, Licensee must include the following credit adjacent to the Licensed Product: “[Photographer’s name]/[Collection Name]/GoGo Images Corporation” or as otherwise specified by Licensor.

2.10 Licensor does not warrant the accuracy of any Licensed Product caption or other information associated with the Licensed Product.

2.11 Where Purchaser is licensing Licensed Product on behalf of a Licensee, Purchaser hereby represents and warrants that: (i) Purchaser is authorized to act as an agent on behalf of Licensee and has full power and authority to bind Licensee to the terms and conditions of this Agreement and (ii) if Licensee disputes Purchaser’s power and authority to act on behalf of Licensee with respect to this Agreement, Purchaser shall be bound and liable for any failure of Licensee to comply with the terms of this Agreement. Nothing in this Section 2.11 shall relieve Purchaser of its obligation to make payment to Licensor for the Licensed Product.

2.12 Except as otherwise provided herein, Licensor retains all right, title and interest in and to all Licensed Products, no ownership or copyright in any Licensed Product shall vest in Licensee, and Licensee shall not now or in the future contest the validity of Licensor’s right, title and interest in and to any Licensed Product. In connection with the use of “GoGo Images” or any other of Licensor’s trade names, trademarks, logos or service marks (the “Marks”), Licensee acknowledges and agrees that (i) Licensor’s Marks are and shall remain the sole property of Licensor; (ii) nothing in this Agreement shall confer upon Licensee any right of ownership in Licensor’s Marks; and (iii) Licensee shall not now or in the future contest the validity of Licensor’s Marks.

3.1 Licensor warrants that: (i) it has all necessary rights and authority to enter into and perform this Agreement; (ii) the Licensed Product will be free from defects in material and workmanship for thirty (30) days from delivery; (iii) Licensee’s use of the Licensed Product in its original form and when used in accordance with this Agreement will not infringe on any third-party copyright, moral right, trademark or other intellectual property right and will not violate any third-party right of privacy or right of publicity; and (iv) all necessary model and/or property releases for use of the Licensed Product authorized under this Agreement have been obtained. Neither Licensor, nor any party on whose behalf Licensor licenses the Licensed Product (each, a “Licensor”), makes any representations or warranties as to whether any additional fees or payments may be due to any person depicted in any Licensed Product pursuant to the requirements of any applicable trade union, and Licensee shall be solely responsible for any such additional fees or payments to such trade union. Licensee’s sole and exclusive remedy for any breach of this Section 3.1 shall be the replacement of the Licensed Product.

3.2 NEITHER GOGO IMAGES CORPORATION NOR ANY OTHER LICENSOR OR AUTHORIZED DISTRIBUTOR THEREOF MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE LICENSED PRODUCT OR THE DELIVERY THEREOF, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER GOGO IMAGES CORPORATION NOR ANY OTHER LICENSOR OR AUTHORIZED DISTRIBUTOR THEREOF SHALL BE LIABLE TO LICENSEE OR ANY OTHER PERSON OR ENTITY FOR ANY PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES OR LOST PROFITS OR ANY OTHER DAMAGES, COSTS OR LOSSES ARISING OUT OF THIS AGREEMENT, EVEN IF GOGO IMAGES CORPORATION OR ANY OTHER LICENSOR OR AUTHORIZED DISTRIBUTOR THEREOF, AS APPLICABLE, HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES. SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES OR LIABILITY FOR CERTAIN CATEGORIES OF DAMAGES. IN ADDITION, LICENSOR’S TOTAL LIABILITY FOR DIRECT DAMAGES FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF ACTION, SHALL NOT EXCEED THE AMOUNT RECEIVED BY LICENSOR FROM LICENSEE DURING THE PREVIOUS TWELVE (12) MONTHS FOR THE LICENSED PRODUCT GIVING RISE TO SUCH CLAIM.

4.1 Licensee shall defend, indemnify and hold Licensor and its affiliates and their respective officers, directors, shareholder, employees and agents harmless from all damages, liabilities and expenses (including reasonable attorneys’ fees and costs) arising out of or as a result of claims relating to Licensee’s use of any Licensed Product or any actual or alleged breach by Licensee of this Agreement.

4.2 The party seeking indemnification pursuant to this Section 4 shall promptly notify the other party of such claim. At indemnifying party’s option, indemnifying party may assume the handling, settlement or defense of any claim or litigation, in which event indemnified party shall cooperate in the defense of any such claim or litigation. Indemnified party shall have the right to participate in such litigation, at its expense, through counsel selected by indemnified party. The indemnifying party will not be liable for legal fees or other costs incurred prior to the other party giving notice of the claim for which indemnity is sought.

8.1 “End Product” means a product designed and/or created by Licensee or its agents that incorporates all or some portion of the Licensed Product.

8.2 “Invoice” means the computer-generated or pre-printed standard form invoice provided by Licensor or an authorized distributor thereof that may specify, without limitation, the Licensed Product selected, any limitations on the license in addition to those specified herein and the corresponding price for the license of such Licensed Product. The Invoice shall be incorporated into this Agreement and all references to the Agreement shall include the Invoice.

8.3 “Licensed Product” means any still image, visual representation generated optically, electronically, digitally or by any other means, including any negatives, transparencies, film imprints, 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 Licensor pursuant to the terms of this Agreement. Any reference in this Agreement to the Licensed Product shall be to each individual item within the Licensed Product and also to the Licensed Product as a whole.

8.4 “Licensee” means the person or entity purchasing a license hereunder or, if there is a separate Purchaser, the person or entity specifically designated as Licensee during the purchase process and set forth as such in the Invoice.

8.5 “Purchaser” means a person or entity purchasing the license hereunder on behalf of a Licensee.

8.6 “Reproduction” and “Reproduce” mean any form of copying or publication of the whole or part of any Licensed Product, via any medium by whatever means, and the distortion, alteration, cropping or manipulation of the whole or any part of the Licensed Product and the creation of any derivative work of or from the Licensed Product.

8.7 “User” means any employee or subcontractor of Licensee who: (i) downloads, manipulates, edits, modifies or saves the digital file containing the Licensed Product; (ii) is otherwise directly involved in the creative process utilizing the Licensed Product; or (iii) incorporates the Licensed Product within any derivative work.

9.1 Unauthorized Use. Any use of Licensed Product in a manner not expressly authorized by this Agreement or in breach of a term of this Agreement (including, without limitation, use of Licensed Product by more than ten (10) Users without purchase of additional seat licenses) constitutes copyright infringement, entitling Licensor to exercise all rights and remedies available to it under applicable law. 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 Licensor’s other remedies under this Agreement, Licensor reserves the right to charge and Licensee agrees to pay a fee equal to five (5) times Licensor’s standard license fee for use of the Licensed Product.

9.2 Audit/Certificate of Compliance. Upon reasonable notice, Licensee shall provide sample copies of Reproductions containing Licensed Product to Licensor. In addition, upon reasonable notice, Licensor may, at its discretion, either through its own employees or through a third party, audit Licensee’s records directly related to this Agreement and use of the Licensed Product in order to verify compliance with the terms of this Agreement. Where Licensor reasonably believes that the Licensed Product is being used by more than the authorized number of Users, or that the Licensed Product is being used outside of the scope of the licenses granted under this Agreement, Licensee shall, at Licensor’s request, provide a certificate of compliance signed by an officer of Licensee, in a form to be approved by Licensor.

9.3 Electronic Storage. For all Licensed Product that Licensee takes delivery of in electronic form, Licensee must retain the copyright symbol, the name of Licensor, the Licensed Product’s identification number and any other information as may be embedded in the electronic file containing the original Licensed Product that is stored on Licensee’s computers. Licensee shall maintain a robust firewall to safeguard against unauthorized third-party access to the Licensed Product.

9.4 Withdrawal. Upon notice from Licensor, or upon Licensee’s knowledge that any Licensed Product is subject to a threatened or actual claim of infringement, violation of another right, or any other claim for which Licensor may be liable herein, or if Licensor withdraws any Licensed Product for any reason, Licensee will physically remove the Licensed Product from its premises, computer systems and storage (electronic or physical) and cease any future use at its own expense. Licensor shall provide Licensee with comparable Licensed Product (which comparability will be determined by Licensor in its sole discretion) free of charge, but subject to the other terms and conditions of this Agreement.

9.5 Governing Law. This Agreement will be governed in all respects by the laws of the State of Washington, U.S.A., without reference to its laws relating to conflicts of law, and Licensee consents to jurisdiction and venue in the state and federal courts sitting in the State of Washington. The United Nations Convention on Contracts for the International Sale of Goods does not govern this Agreement. Notwithstanding the foregoing, Licensor shall have the right to commence and prosecute any legal or equitable action or proceeding before any court of competent jurisdiction to obtain injunctive or other relief against Licensee in the event that, in the opinion of Licensor, such action is necessary or desirable. If either party employs attorneys to enforce any rights arising out of or relating to this Agreement, the prevailing party shall be entitled to recover reasonable costs and attorneys’ fees.

9.6 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.

9.7 Waiver. No action of either party, other than express written waiver, may be construed as a waiver of any provision of this Agreement. A delay on the part of either party in the exercise of its rights or remedies will not operate as a waiver of such rights or remedies, and a single or partial exercise by either party of any such rights or remedies will not preclude other or further exercise of that right or remedy. A waiver of a right or remedy on any one occasion will not be construed as a bar to or waiver of rights or remedies on any other occasion.

9.8 Entire Agreement. This Agreement 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 communication sent by Licensee, the terms of this Agreement shall govern.