This schedule contains the End User License Agreement, defining the terms and conditions under which Golden Pixels makes the Products available to Licensee and under which Licensee may make Products available to its clients. Such terms and conditions may be amended from time to time by Golden Pixels, and at Golden Pixels sole discretion. The most current version of the EULA is posted on the Golden Pixels website at www.goldenpixels.com and is attached herewith. Licensee shall ensure that the most current version of the EULA is always in effect on its Website and sales and distribution systems.

Golden Pixels - End User License Agreement, effective June 24, 2007

THIS LICENSE AGREEMENT IS A LEGAL AND BINDING AGREEMENT ("AGREEMENT") BETWEEN YOU, YOUR COMPANY, YOUR EMPLOYER AND YOUR CLIENT, AS THE CASE MAY BE (COLLECTIVELY REFERRED TO HEREIN AS "YOU" OR "YOUR") AND GOLDEN PIXELS LLC ("GOLDEN PIXELS"). THIS AGREEMENT APPLIES TO LICENSES GRANTED FOR THE USE AND REPRODUCTION OF ROYALTY-FREE IMAGES FROM ALL OF GOLDEN PIXELS’ COLLECTIONS - KABLONK!™, BAMBOOSIL™ OR DIANA ONG™ (COLLECTIVELY KNOWN AS "IMAGE(S)) - ISSUED VIA THE WEB (OR ANY OTHER MEANS) BY GOLDEN PIXELS OR BY GOLDEN PIXELS’ AUTHORIZED DISTRIBUTORS ("DISTRIBUTOR(S)"). BY DOWNLOADING AND/OR USING ANY IMAGE YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. GOLDEN PIXELS RESERVES THE RIGHT TO CHANGE ANY TERMS OF THIS AGREEMENT AT ANY TIME WITHOUT PRIOR NOTICE, AND YOUAGREE TO BE BOUND BY SUCH CHANGES. IF YOU DO NOT AGREE WITH THE TERMS OF THIS AGREEMENT, AS AMENDED, YOU AR ENOT AUTHORIZED TO USE OR LICENSE ANY OF THE IMAGES.

1. Grant of License

Upon receipt of full payment from You, Golden Pixels or the respective distributor will grant You the perpetual, non-exclusive, non-transferable right to reproduce, modify, transmit and display, in whole or in part, the Image for an unlimited number of times in any and all media in any part of the world, subject to the restrictions contained in this Agreement. All other rights to the Image(s) including without limitation, copyright and all other rights, are retained by Golden Pixels. All rights not specifically granted are retained by Golden Pixels.

2. Number of Users / Seat License

You may store the Image(s) on a server, image library or network configuration to be viewed by You or Your clients, so long as no more than ten (10) persons can access the Image(s). Before permitting access to more than ten (10) persons, You must upgrade the seat license from Golden Pixels or Distributor.

3. Permitted Uses

Subject to the restrictions listed in this Agreement, You may use the Image(s) in any print, online, film, video, broadcast or multi-media product for promotional, advertising, editorial or consumer merchandise use (provided such products are not intended to allow the re-distribution or re-use of the Image(s)), and any additional uses approved in writing by Golden Pixels.

You may alter, crop, manipulate and create derivative works of the Image in accordance with this Agreement.

You may engage subcontractors to handle the Image(s) so long as such subcontractors agree to abide by the terms of this Agreement.

You may store, copy and back-up the Image(s) for internal purposes provided Golden Pixels’ copyright and any identifying information embedded with the digital file(s) is/are retained with the file.

4. Restrictions on Use

Except as provided herein, You may not:

• Sublicense, sell, rent, assign, transfer or grant any of Your rights to the Image(s) to any person or organization without the prior written consent of Golden Pixels or Distributor.
• Sell, license or distribute Your final product in such a way that permits other parties to extract or access the Image(s) as a stand-alone file.
• Incorporate the Image(s) into a logo, trademark or service mark.
• Post any Image(s) on any device, environment or application from which the Image(s) can be downloaded, or enable it to be distributed via mobile telephone devices.
• Use the Image(s) in any electronic template or application, including those that enable other parties to create multiple impressions of an electronic or printed product, including, but not limited to, website designs, presentation templates, electronic greeting cards, business cards or any other electronic or printed matter without obtaining an additional license for Golden Pixels or Distributor for that specific purpose.
• Use the Image(s) in any product for sale whereby the primary value of the product is the Image itself, including, but not limited to, prints, posters and screen savers.

5. Product Endorsement & Sensitive Use Disclaimer

You may not use or permit the use of any Image(s) in a defamatory, libelous, pornographic or unlawful context.

You are responsible for all text used and claims made in connection with Your use of any Image.

An Image featuring the likeness of a person (the "Model") may not be used in a sensitive context (including, without limitation, context relating to sexual conduct, criminal activity, substance abuse, mental condition, religious, political or racial bias).

Notwithstanding the foregoing, if an Image featuring a Model is to be used in a context that may be controversial, unflattering or embarrassing to that Model or to a reasonable person, You must accompany each such use with a statement that indicates that the person is a Model and the Image(s) is/are being used for illustrative purposes only.

6. Copyright

All Images, whether photographs, illustrations, computer generated art or other forms of images are the exclusive property and copyright of Golden Pixels and/or its licensors. The Images are protected by national copyright laws, international treaty provisions and other applicable laws.

7. Credit Line

If the Image(s) is/are to be used in an editorial context or for certain other media, such as calendars, where the publishing of credit lines is the norm, You are required to include a credit line in the form "© Golden Pixels / Distributor" as a condition of the License granted herein.

8. Caption Information

While efforts have been made to correctly caption the subject matter of the Image(s), Golden Pixels does not warrant the accuracy of such information. If you choose to incorporate any of the caption information into Your work, it is Your responsibility to validate the accuracy of any caption information that might have been provided.

9. Third Party Releases

The availability of property and model releases is strictly and solely indicated in the caption information for the respective Image. Where indicated to exist, such releases can be made available to You upon request. Golden Pixels warrants that all such releases indicated to exist and provided to You are true and lawfully obtained.

Golden Pixels does not have releases for the trademarks, logos or other intellectual property of other parties that may be depicted in some Images. Golden Pixels grants no rights and makes no warranties with regard to the use of names, trademarks, registered, unregistered or copyrighted designs, or works of art or any manner of copyrightable expression depicted in any Image. The procuring of such releases and rights is solely Your responsibility.

Golden Pixels does not have releases from manufacturers for commercial products such as, without limitation, automobiles, aircraft, packaged products, fashion, etc., that may be depicted in some Images. Golden Pixels grants no rights and makes no warranties with regard to the use of such items. The procuring of such releases and rights is solely Your responsibility.

10. Warranties

Golden Pixels represents and warrants 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 thirty (30) days from delivery. The sole and exclusive remedy for a breach of the foregoing warranty is the replacement of the Image or refund of the license fee, at Golden Pixels’ sole discretion.

11. Limitation of Liability

GOLDEN PIXELS MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, REGARDING, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. GOLDEN PIXELS, ITS LICENSORS, DISTRIBUTORS AND ITS AND THEIR RESPECTIVE DIRECTORS, OFFICERS, AGENTS AND EMPLOYEES, SHALL NOT BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY GENERAL, PUNITIVE, SPECIAL, DIRECT, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES, FOR LOST PROFITS OR ANY OTHER DAMAGES, COSTS OR LOSSES ARISING OUT OF YOUR USE OF THE IMAGES, OR OTHERWISE, EVEN IF GOLDEN PIXELS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES. GOLDEN PIXELS’ MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH YOUR 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 TEN (10) TIMES THE VALUE PAID BY YOU FOR THE IMAGES.

12. Cancellation Policy

Due to the liberal nature of the licenses for Royalty-Free images, all licenses are final; no refunds or credits will be allowed. The successful downloading of the Image or Your breaking of the CD-ROM seal shall be considered to be complete fulfillment of Golden Pixels’ or its Distributors’ obligations.

13. Unauthorized Use of Image(s)

Unless You have received and paid for a license from Golden Pixels or Distributor, it is illegal to copy or use any portion of any Image whether by photographic means, scanning, digital copying, or as a reference for another image. Furthermore, it is illegal to incorporate all or part of any Image into another image. Changing an Image does not give You any right to use the changed Image. The original Image, however modified or distorted, is still protected by copyright.

You agree that any unauthorized use, publication or transmission of any Image by You is an infringement of copyright and that You will be responsible for any fees, damages and/or compensation arising from Your unauthorized use, to Golden Pixels, its Distributor or any other party whose rights may have been infringed.

14. Liquidated Damages

In the event that You utilize any Image(s) without or prior to the granting of a license, Golden Pixels reserves the right to seek damages through legal channels unless You agree to reimburse Golden Pixels, as liquidated damages, as compensatory fee equal to the greater of U.S.$2,500 or ten (10) times the usual license fee for each unlicensed use by you of any Image.

15. Termination

The license granted herein is perpetually in force unless it is terminated by Golden Pixels or a Distributor. If You do not comply with the terms and conditions of this Agreement, then the license is automatically terminated and You must cease using the respective Image(s) immediately.

16. Revocation

Golden Pixels and/or Distributor reserve the right to revoke the license to use any Image for good cause and to elect to replace such Image with an alternative Image. Upon notice of any revocation of license for any Image, You agree to cease using such Image immediately and will take all reasonable steps to discontinue the use of the replaced Image in products that already exist and will inform all end-users and clients of same.

17. Distributors

The Distributors are authorized and required to act on Golden Pixels’ behalf in all matters relating to delivery of Images, licensing, collection of payments, remittance of royalties to Golden Pixels, service to clients and the protection and enforcement of copyright in the Images within their respective territories. Notwithstanding the foregoing, Golden Pixels will have the right to have sole control over any claim or disagreement in connection with the Images.

18. Trademarks

"Golden Pixels", "Kablonk!", "bambooSIL" and "Diana Ong" (and respective wordmarks and/or service marks) are trademarks of Golden Pixels LLC. These trademarks may not be used in any manner whatsoever without the express written permission of Golden Pixels LLC.

19. General Provisions

19.1. Indemnity

You agree to indemnify and hold harmless Golden Pixels, its licensors, and Distributors and its and their respective directors, officers, agents and employees from any and all claims, liabilities, damages, demands, losses or expenses arising out of or in connection with Your use of any Image, Your breach of terms and conditions of the terms and conditions, Your breach of this license, or Your infringement on any third party intellectual property rights.

19.2. Entire Agreement This Agreement contains all of 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.

19.3. Waiver No action of Golden Pixels or Distributor, other than express written waiver, may be construed as a waiver of any provision of this Agreement.

19.4. Severability If any of the provisions contained in this Agreement is found to be invalid or unenforceable in any respect, the validity and enforceability of the remaining provisions shall not be affected. Such provisions shall be reformed only to the extent to make it enforceable.

19.5. Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, United States of America. Any dispute arising from or relating to this Agreement shall be decided in the Florida state or federal courts located in Jacksonville, Florida. The parties agree to Jacksonville, Florida as the exclusive venue.