IMAGE LICENSE AGREEMENTS

RIGHTS MANAGED IMAGE LICENSE AGREEMENT:

1. Rights Granted: The images identified on this web site are copyrighted and are therefore protected by the intellectual property laws of the United States and the Berne Convention. You may not use any of the images on this web site in any manner (other than for a layout or presentational use - as defined herewith) until you first obtain and pay for a reproduction license. You may use these images without fee to assist you in the creation of "layout" or "comp". Layouts and comp uses allow for one time internal presentations only - no commercial reproduction is permitted. By timely paying our invoice you will receive the right to use the invoiced images only in the United States for a period of one year, unless otherwise stated, for the use specified on the invoice and for no other use. Such license is not assignable or transferable in any way. You agree not to make, authorize or permit any use of any image except as specifically set forth on our invoice. All rights specifically granted in this license including but not limited to derivative uses, electronic, CD-ROM, or promotional rights are reserved for use and disposition by Peter Arnold Inc. without any limitation whatsoever. Image usage without prior payment and Peter Arnold Inc.'s express written authorization is a copyright violation. NOTE: Images are not sold, their use is licensed, and they remain the exclusive property of Peter Arnold Inc.

2. Unauthorized Use: Peter Arnold Inc. will calculate a usage fee for images relying in good faith on the information you provide and will issue an invoice granting reproduction rights and detailing the usage granted. Since it is difficult to determine damages resulting from unauthorized usage, in the event you utilize an image other than for the usage indicated on our invoice, including but not limited to the number of uses, the publications utilized, or the size of the reproduction, we agree to forego our right to sue you for copyright infringement and you agree to pay, as liquidated damages, a sum equal to four (4) times the normal price we would have charged for such unauthorized use within ten (10) days of our billing such fee. If you refuse to or fail to timely make such payment, this liquidated damage provision shall be void and we shall have the right to sue for copyright infringement, for which we will not accept less than ten (10) times the normal license fee plus attorney's fees and all associated costs.

3. Releases, Permissions and Sensitive Subject Usage: Unless our invoice indicates an image has a model release, no such release exists. Peter Arnold Inc. gives no rights or warranties with respect to the use of names, trademarks, logos, registered or copyrighted designs or works of art depicted in any image, and you must satisfy yourself that all necessary rights, consents or permissions as may be required for reproduction are secured. Under all circumstances, our liability is strictly limited to the invoice price for the use of the image involved. You agree not to use any image in a defamatory manner or context, either by changing it or by any accompanying text. You agree to hold Peter Arnold Inc. harmless from any and all claims and expenses arising from an image's use. If you utilize an image prior to paying our invoice, we are relieved of any claim concerning such image's use or publication since it was published without permission. Advance written permission is required for use of images for sensitive subjects including but not limited to contraception, matters of a sexual nature, substance abuse, domestic abuse, alcohol, tobacco, AIDS, cancer and other serious physical or mental ailments. Peter Arnold Inc. reserves the right not to permit reproduction of an image for any reason whatsoever.

4. Return Period and Holding Fees - In most cases you will download digital files from our web site or request that we send you customized digital files. In the event that you request that we deliver analog film to you the following term will apply: You may retain the invoiced images until the date indicated on the reverse side of this invoice. NOTE THIS IS NOT A BAILMENT. After that date, unless this period is extended in writing, you will be charged a HOLDING FEE of One Dollar ($1) per day per image until their actual receipt by Peter Arnold Inc. Holding fees will accrue for nine (9) months from the stipulated return date, after which unreturned images shall be deemed to be lost and you will be billed for holding fees accrued to that date and lost image fees in accordance with the Liquidated Damage provisions below.

5. Cancellation Policy for stock photography Images: By issuing a reproduction license Peter Arnold Inc. reserved certain rights for your use. If you decide not to utilize those rights, you must notify us in writing within five (5) days of the invoice date to be eligible for a complete refund. After this five (5) day period, and up to a thirty (30) days after the invoice date, cancellation will be subject to a 50% cancellation fee.

6. Copyright Protection: Each reproduction of an image must bear a credit line: photographer's name/Peter Arnold Inc. You agree to provide statutory copyright protection of the image by timely registering the work you created or the work in which the image appears, and such copyright shall be immediately assigned to Peter Arnold Inc. upon request and without charge.

7. Payment Terms: No rights are granted until full payment of our invoice is received. Any disputes concerning the invoice must be submitted in writing, within five (5) days of the invoice date, or you shall be deemed to have accepted this invoice as issued. This invoice must be paid on the sooner of ten (10) days of its date net, without any discounts, or prior to the publication of any image. You agree to pay Peter Arnold Inc. a service charge of 2% per month on any unpaid balance.

8. Accounting for Use: Within three (3) months of publication of any images invoiced, you must send us, without cost, three (3) tear sheets or photographic reproductions of each publication.

9. Responsibility for Loss or Damage - In most cases you will download digital files from our web site or request that we send you customized digital files. In the event that you request that we deliver analog film to you the following term will apply: The images were inspected prior to shipment, their quantity verified, and were dispatched in perfect condition. By retaining the images you accept all responsibility for loss of or damage to the images while they are in your possession or in transit, from the time you or your representative, agent or messenger takes possession of the images until their safe undamaged receipt by us. You also assume full liability for your employees, agents, assigns, couriers, messengers, freelance-researchers, researchers, clients and printers for any loss or damage to the images. We highly recommend you return the images by bonded messenger or registered mail-return receipt requested, fully insured, adequately packaged and obtain a receipt proving redelivery to Peter Arnold Inc. This term is not applicable if digital files were provided rather than analog film.

10. Liquidated Damages: We both agree it is difficult to determine in advance the amount of monetary damage due to the loss or damage of an original transparency or negative (a Lost or Damaged Image). Accordingly we both agree that the establishment of a reasonable liquidated value for any Lost or Damaged Image is in both of our interests. We both accept the sum of One Thousand Five Hundred Dollars ($1,500.00) as the liquidated value of a Lost or Damaged Image. The liquidated value for a duplicate transparency, contact print or black and white image is agreed to be Fifty Dollars ($50.00). Peter Arnold Inc. agrees to deliver the Images to you only upon your express agreement to the terms in this paragraph. If you do not accept this liquidated damage provision, or the arbitration clause below, please contact us immediately regarding the return of our images. This term is not applicable if digital files were provided rather than analog film.

11. Arbitration: A material part of this Contract is this agreement to arbitrate any disputes. Any and all disputes relating to this Contract, with the exception of copyright, including its validity, interpretation, performance, breach or other matter shall be settled by arbitration in New York City pursuant to the rules of the American Arbitration Association. Judgement upon any award rendered may be entered in the highest court having jurisdiction. The Laws of the State of New York shall govern the interpretation of this Contract. You agree the arbitrators have full authority to award costs of the arbitration including legal fees, plus legal interest on any award.

12. Legal Costs and Jurisdiction: In the event that either a court of competent jurisdiction directs us to go to court, or the matter involves copyright, you agree to fully reimburse Peter Arnold Inc. for its reasonable legal fees and disbursements if Peter Arnold Inc. is successful in the suit. We both designate the U.S. District Court, Southern District of New York as the jurisdiction for federal suits and New York County for state suits.

13. No waiver, Complete Agreement: The terms set forth in our Delivery Contract and invoice represents our entire agreement concerning the delivery of images to you, your review and usage thereof. All prior understandings or representations, oral or written, based on "industry custom" or past dealings, are hereby merged in this Contract. No terms or conditions may be added unless made in writing and signed by both of us. No action of ours, other than an express written waiver, may be construed as a waiver of any part of this Contract. In the event we waive any specific part of this Contract, it does not mean we waive any other part.

14. U.C.C.: The above terms are governed by Article 2 of the Uniform Commercial Code.

To obtain a reproduction license for any rights managed image contact:

Peter Arnold, Inc.
1181 Broadway
New York, N.Y. 10001
212-481-1190 (ph)
212-481-3409 (fax)
sales@peterarnold.com

ROYALTY FREE IMAGE LICENSE AGREEMENT:

THIS LICENSE AGREEMENT IS A LEGAL AND BINDING AGREEMENT ("AGREEMENT") BETWEEN YOU THE USER ("LICENSEE") AND PETER ARNOLD, INC ("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"). IMAGES LICENSED VIA THE WEB MAY NOT BE RETURNED OR REFUNDED. THE TERM "LICENSEE" INCLUDES THE CLIENT IF THE BUYER IS ACTING ON BEHALF OF THE CLIENT AND PROVIDES THAT BOTH BUYER AND CLIENT ARE JOINTLY AND SEVERALLY LIABLE TO COMPANY UNDER THE AGREEMENT.

1. License: Subject to the terms of this License Agreement, 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) an unlimited number of times, in any and all media for the Permitted Uses described below. All other rights to the Image(s) 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 produced for one End-User; Any Internet, intranet, Online or web-based media produced for one End-User, provided the resolution of the images does not exceed 72dpi; Any Broadcast or Theatrical exhibitions for one End-User; any products intended for resale produced for one End-User; provided these products are not intended to allow the re-distribution or re-use of the Image(s);and any additional uses approved in writing by COMPANY.

Licensee may alter, crop, modify or adapt the Images in connection with the above permitted uses. Licensee may make a back-up copy of the Image(s) for internal back-up purposes provided COMPANY'S copyright and any image identifying information embedded with the digital file is retained with the file. Limited, temporary transfers of the Images are permitted to third parties integral to the creation of the final product, provided such third parties agree to abide by the terms of this Agreement.

3. Number of Users/Seat License: 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 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; Licensee may not 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. Licensee may not incorporate the Images into a logo, trademark or service mark. Licensee may not distribute, post or upload the Image(s) online in a downloadable format or enable it to be distributed via mobile telephone devices. Licensee may not 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, Licensee may not decompile, reverse engineer, disassemble or otherwise reduce the software to a human readable form. Licensee may not use any of the Images in any manner prohibited by any export laws, restrictions or regulations.

5. Product Endorsement or Sensitive Use Disclaimer: If any Image featuring a model is used in a manner that would lead a reasonable person to believe that the model personally uses or endorses a product or service, or if the depiction of the model is used in connection with a subject that would be unflattering, embarrassing or unduly controversial to a reasonable person, Licensee must accompany each such use with a conspicuous statement that indicates that the person is a model and the Image is being used for illustrative purposes only. These requirements are without prejudice to the obligations of the COMPANY regarding use of the Images contained elsewhere throughout this Agreement.

6. Releases: Due to the nature of the subject matter the Company is Licensing it should be assumed that no Model releases are available on Image(s) that portray people unless the caption information provided with the image file indicates that a model release has been obtained. 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.

7. 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.

8. Warranties and Limitation of Liability: 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 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).

9. 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 five [5%] 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 three [3] business days of the invoice date, or the licensee shall be deemed to have accepted the invoice as issued.

10. Cancellation Policy for Royalty-Free Images: All licenses are final; no refunds or credits will be allowed.

11. Copyright Infringement and Liquidated Damages: In the event that the licensee utilizes any Image without or prior to the granting of a license, COMPANY reserves the right to seek damages through legal channels unless, within five (5) business days of notification by Company, the licensee agrees to reimburse COMPANY, as liquidated damages, a sum equal to five (5) times the Company's highest fee by file size for the Image(s) that were used. If the licensee fails to make the payment as outlined above, within five (5) 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.

12. Termination: 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).

13. Revocation: Licensor 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 products that already exist and shall inform all end-users and clients of same.

14. 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 reformed only to the extent to make it enforceable.

15. Choice of Law/Attorney's fees: 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.

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

17. 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. 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.