Gallery Stock Limited

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GALLERY STOCK LIMITED RIGHTS MANAGED IMAGE LICENSE AGREEMENT. THE FOLLOWING TERMS AND CONDITIONS FORM OUR CONTRACT WITH YOU. YOUR ACCEPTANCE OF THESE TERMS IS AN ABSOLUTE CONDITION OF YOUR USE OF ANY LICENSED IMAGE. 1. DEFINITIONS Selected Image is any Gallery Stock Rights Managed Photographic Digital Image which is licensed to the Licensee pursuant to this agreement. The Licensee is the person or entity which obtains a license for its own use and who is the intended end user. A Disclosed Agent is a party who obtains a license on behalf of a Licensee. The Disclosed Agent may be a design firm, freelancer, employee, or any other party contracted by the Licensee. The Disclosed Agent and the Licensee are both bound by these terms. You and your refer both to the Licensee and to the Disclosed Agent, as applicable. Gallery Stock refers to Gallery Stock Limited, its subsidiaries, affiliates, officers, directors, and anyone acting on its behalf and with its authority. Pull Down Menus refer to choices available as part of the Image Selection Process provided by Gallery Stock. This process determines what rights are licensed, the applicable fees, duration and scope of the license and other pertinent information. The Pull Down Menus form a part of this Agreement. 2. IDENTIFICATION OF LICENSEE Proper identification of the Licensee is a material term of this Agreement. No license is granted until the Licensee is accurately identified as required by the Pull Down Menu. 3. LICENSE 4. LIMITED WARRANTY Gallery Stock represents that it has the right to enter into this Agreement and has the right to grant this license under the terms provided in this Agreement. Gallery Stock warrants that the copy of the Selected Image supplied to you will be free from defects in materials and workmanship under normal use for a period of 30 days from the date you download it. EXCEPT AS PROVIDED ABOVE, THE SELECTED IMAGE IS PROVIDED AS IS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. GALLERY STOCK DOES NOT WARRANT THAT THE SELECTED IMAGE WILL MEET YOUR REQUIREMENTS OR THAT ITS USE WILL BE UNINTERRUPTED OR ERROR FREE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE IMAGE IS WITH YOU. Certain states do not allow the exclusion of implied warranties, so the above exclusion may not apply to you. You have specific rights under this warranty, but you may have others, which vary from state to state. 5. LIMITATION OF REMEDIES A. Replacement of Selected Image or Refund of License fee : Gallery Stock's entire liability and your exclusive remedy, with respect to any claims arising out of your use of the Selected Image or your downloading of the Selected Image, will be permission to download the Selected Image again or, if that fails, at Gallery Stock's sole election to supply a copy of the Selected Image on a CD Disc, or to refund your money. B. No Money Damages Available : UNDER NO CIRCUMSTANCES WHATSOEVER WILL GALLERY STOCK BE LIABLE TO YOU FOR ANY DAMAGES, INCLUDING ANY LOST PROFITS, LOST SAVINGS, OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE SELECTED IMAGE EVEN IF GALLERY STOCK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY. Some states do not allow the limitations or exclusion of liability for incidental or consequential damages. If you reside in those states, the above limitation or exclusion may not apply to you. 6. INDEMNIFICATION You agree to and hereby indemnify and hold Gallery Stock harmless against any and all claims or liability asserted against Gallery Stock arising out of or in connection with any breach or alleged breach of any of the terms of this Agreement or your unauthorized use of any Selected Image. 7. LICENSE CANCELLATION FEE If Licensee or Purchaser requests in writing to cancel this Agreement within thirty (30) days of the date of receipt by Licensee or Purchaser of the Licensed Material, and such Licensed Material has not been used by Licensee, Gallery Stock may cancel this Agreement and issue a credit to Licensee's or Purchaser's account in an amount up to one hundred percent (100%) of the license fee. 8. GENERAL TERMS - - Substitution of Selected Image Gallery Stock reserves the right at any time to replace the Selected Image with an alternative Image for any reason. Upon notice of such replacement, the license for the Selected Image terminates for any products or usage that does not already exist, and this license automatically applies to the replacement Image. You agree not to use the Selected Image for any future use and to take all reasonable steps to discontinue use of the Selected Image in products that already exist. Governing Law This Agreement, and its validity and effectiveness, shall be interpreted under and governed by the laws of the State of New York.

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