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IMAGEZOO MEDIA, INC.

ROYALTY-FREE LICENSE AGREEMENT

This is a legal agreement ("Agreement") between you, the party licensing imagery through this Agreement ("Licensee"), and IMAGEZOO MEDIA, INC. ("Licensor"). Licensee's use, or copying, of any Licensed Material or part thereof, as defined below, constitutes your acceptance of the terms of this agreement.

BY CHECKING THE BOX NEXT TO I AGREE TO THE LICENSE AGREEMENT' YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT AND THE LICENSED MATERIAL USAGE SPECIFICATIONS SET FORTH HEREIN. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT CHECK THE BOX NEXT TO 'I AGREE TO THE LICENSE AGREEMENT'. THIS AGREEMENT APPLIES TO LICENSES ISSUED VIA THE WEB, AND IS APPLICABLE TO ONLINE, DIGITAL AND ANALOG (PHYSICAL) DELIVERY OF LICENSED MATERIAL. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT IMAGEZOO MEDIA, INC. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF YOUR EMPLOYER, THE LICENSE GRANTED AND RESTRICTIONS AND LIMITATIONS RECITED HEREIN APPLY TO YOUR EMPLOYER AND TO YOU AS A REPRESENTATIVE OF YOUR EMPLOYER.

1. License Terms

1.1 Covered Materials.

1.1.1 For the purpose of this Agreement, "Licensed Material" shall mean any illustration, visual representation, media, or other product protected by copyright, trademark, patent or other intellectual property rights, which is delivered in any format to Licensee by Licensor under the terms of this Agreement.

1.1.2 All Licensed Material is owned by IMAGEZOO MEDIA, INC. or its licensors and is protected by United States and Canadian copyright laws, international treaty provisions and other applicable laws. No title to or intellectual property rights to the Licensed Material are transferred to Licensee. IMAGEZOO MEDIA, INC. retains all rights not expressly granted by this License Agreement.

1.1.3 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.

1.2 Usage and Rights

Subject to the terms of this Agreement:

1.2.1 Licensor grants the Licensee a non-exclusive, non-transferable right and license to use the Licensed Material an unlimited number of times in any and all media for the following purposes:
Advertising, promotion, communication, and editorial use in the following mediums: newspapers, direct mail, consumer magazines, trade magazines, television commercials, annual reports, billboards, point-of-sale displays, brochures, newsletters, invitations, internet banners, website graphics, impermanent signs, transit boards, sales kits, trade show displays, any promotional items that are given away free of charge and any other uses approved in writing by Licensor. For licensing information regarding any usage not specified in this Agreement, contact IMAGEZOO.

1.2.2 Licensor grants to Licensee the right to have the Licensed Material reproduced by subcontractors of Licensee, provided that such subcontractors agree to abide by the restrictions of this Agreement.

1.2.3 Licensee may alter, crop, manipulate and create derivative works of the Licensed Material.

1.2.4 Licensee's rights to the Licensed Material are worldwide and perpetual.

1.2.5 Licensor reserves all rights not expressly granted to Licensee herein.

1.3 Number of Users / Seat License.

Licensee may distribute Licensed Material within a network or similar asset management system to no more than 10 computer/workstations within the same company or similar legal entity. If the Licensed Material is to be placed onto a network of servers accessible by more than 10 computers/workstations, please contact IMAGEZOO MEDIA.

1.4 Restrictions.

1.4.1 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 Licensed Material in accordance with the Permitted Uses. Licensee may not sell, license or distribute its work in such a way that Licensee's customer can extract or access the Licensed Material as a stand-alone file.

1.4.2 Licensee may not incorporate the Licensed Material into a logo, trademark or service mark or use on any items where the image itself becomes the primary aspect of an item for resale (for instance, if an image is used on a coffee cup to sell that coffee cup, on a T-shirt to sell that T-shirt, etc.). For licensing information regarding any usage not specified in this Agreement, contact IMAGEZOO.

1.4.3 Licensee may not post the Licensed Material online in a downloadable format.

1.4.4 Pornographic, defamatory, libelous or otherwise unlawful use of Licensed Material is strictly prohibited whether directly or in context or juxtaposition with specific subject matter.

1.4.5 Licensee agrees to post credit, wherever possible, as follows:

Imagezoo.com

1.4.6 Licensor 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 Licensed Material, 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.

1.4.7 Licensee should examine all Licensed Material for possible defects (whether digital or otherwise) before sending any Licensed Material for reproduction. Licensor 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.

2. Indemnity

2.1 Licensee agrees to indemnify and hold Licensor (including its affiliate and subsidiary companies and their respective directors, officers, employees and agents) harmless against any claim for damages, losses or any costs, including attorneys' fees, arising in any manner whatsoever from the unauthorized use of any Licensed Material or for Licensee's breach of any of the terms of this Agreement.

3. Warranties

3.1 Licensor warrants the Digital Media 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 Media.

3.2 LICENSOR MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE LICENSED MATERIAL, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. LICENSOR 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 LICENSED MATERIAL, THIS AGREEMENT, ANY INVOICE REGARDING THE LICENSED MATERIAL OR OTHERWISE, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES.

4. Termination and Revocation

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

4.2 Licensor reserves the right to revoke the license to use the Licensed Material for good cause. Upon notice of any revocation of a license for any particular Licensed Material, Licensee shall immediately cease using such Licensed Material and shall ensure that its clients and customers do likewise.

5. Severability

5.1 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.

6. Governing Law and Arbitration

6.1 This Agreement will be governed in all respects by the laws of the Province of British Columbia, Canada, without reference to its laws relating to conflicts of law. Any disputes arising from this Agreement or its enforceability shall be settled by binding arbitration to be held in Vancouver, British Columbia, Canada. The United Nations Convention on Contracts for the International Sale of Goods does not govern this Agreement.

6.2 All disputes arising out of this Agreement shall be submitted to mediation in accordance with the rules of The British Columbia Arbitration and Mediation Institute. If mediation is not successful in resolving the entire dispute, any outstanding issues shall be submitted to final and binding arbitration in accordance with the rules of the BCAMI and the laws of the Province of British Columbia. The arbitrator's award shall be final, and any court having jurisdiction thereof may enter judgment upon it.

6.3 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.

7. Waiver

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

8. Right to Information

8.1 Licensor may at any time inspect any records, accounts and books relating to the use or reproduction of any of Licensed Material to ensure that the Licensed Material is being used in accordance with this Agreement.

9. Payment

9.1 Licensor reserves the right, in its sole discretion, to revoke the license if payment is not made in full.

10. Headings

10.1 The section headings used in this Agreement are provided for the convenience for the parties only and shall not be used to construe the meanings or intent of any term.

11. Entire Contract

11.1 This Agreement expresses the complete understanding of the parties and may not be amended except in writing signed by both parties.

IMAGEZOO MEDIA, INC.

COMPING FILE LICENSE AGREEMENT FOR ROYALTY-FREE IMAGES

THIS IS A LEGAL AGREEMENT BETWEEN YOU ("LICENSEE") AND IMAGEZOO MEDIA ("LICENSOR"). LICENSEE'S USE OF THE LICENSED MATERIAL AS DEFINED BELOW CONSTITUTES YOUR AGREEMENT TO BE BOUND BY THE TERMS OF THIS LICENSE AGREEMENT.

GRANT OF LICENSE

There are low-resolution comping images, illustrations, clip art items, (the "Low-Resolution Licensed Material") available to aid in customers' purchase decisions. Licensor grants to Licensee, a non-exclusive, non-sublicensable right to use any Low-Resolution Licensed Material obtained from Licensor on your personal or business computer. The Low-Resolution Licensed Material may not be shared by creating a disc library, network configuration or similar arrangement and you may not create a network of servers, either with or without a central location, which enables others to share the Low-Resolution Licensed Material. All rights not specifically granted above are retained by Licensor(s). One copy of the Low-Resolution Licensed Material may be made for backup purposes only, but may be used only if the original Low-Resolution Licensed Material becomes defective, or is destroyed or otherwise irretrievably lost. Except as specifically provided in this license agreement, no Low-Resolution Licensed Material may be shared or copied. The Low-Resolution Licensed Material may be used in materials for PERSONAL, NONCOMMERCIAL use and TEST or SAMPLE use, including COMPS and LAYOUTS. The Low-Resolution Licensed Material may not be used in any final materials distributed inside of your company or any materials distributed outside of your company or to the public, including but not limited to, advertising and marketing materials or any online, broadcast or other electronic distribution system (except that you may transmit comps digitally or electronically to your clients for their review) and may not be distributed, sublicensed or made available for use or distribution separately or individually and no rights may be granted to the Low-Resolution Licensed Material.

Additional Rights Available: If you are unsure of your usage rights under this agreement, contact IMAGEZOO MEDIA.

WARRANTY

LICENSOR MAKES NO WARRANTY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Some states do not permit the exclusion of implied warranties, and you may have other rights which may vary from state to state (PROVINCES??_). NEITHER LICENSOR NOR THEIR LICENSORS SHALL BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY GENERAL, SPECIAL, DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR OTHER DAMAGES ARISING OUT OF THIS LICENSE OR OTHERWISE.

GENERAL

All rights to the Low-Resolution Licensed Material are owned by Licensor and/or their licensors and are protected by United States and Canadian copyright laws, international treaty provisions and other applicable laws. Licensor and its licensors retain all rights not expressly granted by this agreement. The license contained in this license agreement will terminate automatically without notice from Licensor if you fail to comply with any provision of this license agreement. Upon termination, you must immediately stop using the Low-Resolution Licensed Material and return it and all copies of it to Licensor.