1. Definitions. In this Agreement the following definitions apply:

1. "Editorial Licensed Material" means Licensed Material relating to events that are newsworthy or of public interest and that is licensed for use in an editorial manner.
2. "Invoice" means the computer-generated or preprinted standard form invoice provided by Outdoor Image Agency or an authorized distributor setting out terms agreed with the Licensee. The Invoice shall be incorporated into this Agreement and all references to the Agreement shall include the Invoice.
3. "Licensed Material" means any still image, film or video footage, audio product, 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 rights, which is licensed to Licensee by Outdoor Image Agency under the terms of this Agreement. 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 as a whole.
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.
5. "Purchaser" means a person or entity purchasing the license hereunder on behalf of a third party Licensee.
6. "Reproduction" and "Reproduce" mean any form of copying or publication of the whole or a part of any Licensed Material, via any medium and by whatever means, and the distortion, alteration, cropping or manipulation of the whole or any part of the Licensed Material and the creation of any derivative work from the Licensed Material.
7. "Rights and Restrictions" means the information: (i) accompanying the Licensed Material on the Outdoor Image Agency' website (including all areas of the purchase process); (ii) in the Invoice; (iii) in the editorial feed; or (iv) in any other written communication accompanying the Licensed Material. Such restrictions may include, without limitation, the permitted scope of use, any territory or other use restrictions applicable to the Licensed Material selected, and the corresponding price for the license of such Licensed Material. The Rights and Restrictions shall be incorporated into this Agreement and all references to the Agreement shall include the Rights and Restrictions.

2. Grant of Rights & Restrictions.

1. Outdoor Image Agency grants to Licensee a non-exclusive, non-sublicensable and non-assignable right to use and Reproduce the Licensed Material identified in the Rights and Restrictions, solely to the extent explicitly stated in this Agreement. This right may be exercised by subcontractors of Licensee (including Purchaser) for preparation of the final product for the licensed use, provided that such subcontractors agree to abide by the terms of this Agreement.
2. Use of the Licensed Material is strictly limited to the use, medium, period of time, print run, placement, size of Licensed Material, territory and any other restrictions specified in the Rights and Restrictions. Licensee may utilize the Licensed Material in any production process that may be necessary for the intended use specified in the Rights and Restrictions.
3. Unless additional rights are stipulated in the Rights and Restrictions or granted pursuant to a separate license agreement, Editorial Licensed Material may not be used for any commercial, promotional, advertising or merchandising use.
4. Editorial Licensed Material may be cropped for layout, provided that the editorial integrity of the Licensed Material is not compromised, but shall not, under any circumstances, otherwise be rotated, altered, changed or tampered with, either manually or electronically, without Outdoor Image Agency' express written permission.
5. While efforts have been made to correctly caption the subject matter of the Licensed Material, Outdoor Image Agency does not warrant that such information is accurate.
6. Pornographic, defamatory or otherwise unlawful use of Licensed Material is strictly prohibited, whether directly or in context or juxtaposition with specific subject matter.
7. Licensed Material shall not be incorporated into a logo, trademark or service mark.
8. Licensee may not make the Licensed Material available in any medium in a manner intended to allow or invite persons to download or extract the Licensed Material.
9. Licensed Material may not be modified, reconfigured or repurposed for use in any mobile-directed web sites or mobile applications that are specifically created for viewing of Licensed Material on mobile devices, without obtaining the prior written consent of Outdoor Image Agency.
10. Unless otherwise authorized by applicable law or specified in the Rights and Restrictions, Licensee may not, directly or indirectly, Reproduce the final product of the licensed use in any secondary Reproductions, such as compilations or screen shots. Such Reproductions require an additional license from Outdoor Image Agency and may be subject to payment of additional license fees.
11. Licensed Material shall not be used contrary to any restriction on use that is provided to Licensee prior to or at the time the Licensed Material is delivered to Licensee. Such restrictions may be included in the Rights and Restrictions or in any other written communication from Outdoor Image Agency. Any such restriction provided to Licensee shall be incorporated into and become part of this Agreement.
12. Where Purchaser is licensing Licensed Material 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 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 2.12 shall serve to excuse Purchaser's obligation to make payment to Outdoor Image Agency for the Licensed Material.

3. Photo Credit and Intellectual Property.

1. Copyright. No ownership or copyright in any Licensed Material shall pass to Licensee by the issuance of the license contained in this Agreement. Except as expressly stated in this Agreement, Outdoor Image Agency grants Licensee no right or license, express or implied, to the Licensed Material.
2. Trademarks. In connection with the use of "Outdoor Image Agency" or any other of Outdoor Image Agency's trade names, trademarks, logos or service marks ("Marks"), Licensee acknowledges and agrees that (i) Outdoor Image Agency's Marks are and shall remain the sole property of Outdoor Image Agency; (ii) nothing in this Agreement shall confer upon Licensee any right of ownership in Outdoor Image Agency's Marks; and (iii) Licensee shall not now or in the future contest the validity of Outdoor Image Agency's Marks.
3. Photo Credit. Except as otherwise noted in Section 11, Editorial Licensed Material must include the following credit line adjacent to the Licensed Material: "[Photographer's Name]/[ Collection Reference, (if any)]/Outdoor Image Agency" or as otherwise notified by Outdoor Image Agency. If Licensee omits the credit, an additional fee in an amount up to one hundred percent (100%) of the original invoiced amount attributable to the Licensed Material may be payable by Licensee, at Outdoor Image Agency' sole discretion. The foregoing fee shall be in addition to any other rights or remedies that Outdoor Image Agency may have at law or in equity.
4. Notice of Violations. Licensee will immediately notify Outdoor Image Agency if it becomes aware or suspects that any third party that has gained access to the Licensed Material through Licensee is wrongfully using the Licensed Material, in whole or in part, or is violating any of Outdoor Image Agency' intellectual property rights, including, but not limited to, Marks and copyrights.

4. Releases.

1. Outdoor Image Agency will notify Licensee if it has obtained a model release and/or a property release for Licensed Material, either in the Rights and Restrictions or by written notice to Licensee. The warranty and indemnity set forth in Sections 5.1(iv) and 6.1 below are only provided if and when such written notification is given. If no such notification is given, then no such model or property release has been obtained. Licensee acknowledges that some jurisdictions provide legal protection against a person's image, likeness or property being used for commercial purposes without their consent. Neither Outdoor Image Agency nor any party on whose behalf Outdoor Image Agency licenses Licensed Material (each, a "Licensor") makes any representations or warranties as to whether any additional fees or payments may be due to any person depicted in Licensed Material 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.
2. Except where Licensee is specifically notified that a model and/or property release has been obtained by Outdoor Image Agency, neither Outdoor Image Agency nor any Licensor grants any rights or makes any warranties with regard to the use of names, people, trademarks, trade dress, logos, registered, unregistered or copyrighted audio, designs or works of art or architecture depicted in any Licensed Material. Licensee shall be solely responsible for determining whether a release is required in connection with any proposed use of Licensed Material, and Licensee shall be responsible for obtaining any required release. As to any release delivered with any Editorial Licensed Material, neither Outdoor Image Agency, nor any Licensor, makes any representation, warranty or guarantee as to its sufficiency with regard to any use of the Licensed Material made by Licensee. Licensee shall obtain all necessary individual, property, team logo, trademark, audio and other releases, approvals and clearances from third parties as may be required for the Licensee's use of the Licensed Material prior to using the Licensed Material.
3. If any Licensed Material (other than Editorial Licensed Material) featuring a model or property is used in connection with a subject that would be unflattering or controversial to a reasonable person, Licensee must accompany each such use with a statement that indicates that: (i) the Licensed Material is being used for illustrative purposes only; and (ii) any person depicted in the Licensed Material, if any, is a model.

5. Warranty and Limitation of Liability.

1. Outdoor Image Agency warrants that: (i) it has all necessary rights and authority to enter into and perform this Agreement; (ii) the Licensed Material will be free from defects in material and workmanship for thirty (30) days from delivery (Licensee's sole and exclusive remedy for a breach of this warranty being the replacement of the Licensed Material); (iii) Licensee's use of the Licensed Material in its original form, and when used in accordance with this Agreement, will not infringe on any copyrights or moral rights of any person or entity; and (iv) if a release is provided by Outdoor Image Agency pursuant to Section 4.1, Licensee's use of the Licensed Material in its original form, and when used in accordance with this Agreement will not infringe on any trademark or other intellectual property right and will not violate any right of privacy or right of publicity.
2. NEITHER OUTDOOR IMAGE AGENCY NOR ANY LICENSOR MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE LICENSED MATERIAL OR ITS DELIVERY SYSTEMS, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER OUTDOOR IMAGE AGENCY NOR ANY LICENSOR SHALL BE LIABLE TO LICENSEE OR ANY OTHER PERSON OR ENTITY FOR ANY PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIALOR INCIDENTAL DAMAGES, OR ANY OTHER DAMAGES, COSTS OR LOSSES ARISING OUT OF THIS AGREEMENT, EVEN IF OUTDOOR IMAGE AGENCY OR ITS LICENSORS, 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.

6. Indemnification.

1. Licensee shall defend, indemnify and hold Outdoor Image Agency and its parent, subsidiaries and commonly owned or controlled affiliates and their respective officers, directors and employees harmless from all damages (except punitive damages not directly attributable to acts of Licensee), liabilities and expenses (including reasonable attorneys' fees and permitted and authorized costs) arising out of or as a result of claims by third parties relating to: (i) Licensee's use of any Licensed Material outside the scope of this Agreement; (ii) any other actual or alleged breach by Licensee of this Agreement; or (iii) Licensee's failure to obtain any required release.
2. The party seeking indemnification pursuant to this Section 6 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 and other costs incurred prior to the other party giving notice of the claim for which indemnity is sought.

7. Condition of Licensed Material.

Licensee should examine all Licensed Material for possible defects (whether digital or otherwise) before sending anyLicensed Material for Reproduction. Without prejudice to Section 5.1.(ii) above, Outdoor Image Agency 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.

8. 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, Outdoor Image Agency may cancel this Agreement and issue a credit to Licensee's or Purchaser's account or credit card in an amount up to one hundred percent (100%) of the license fee minus a composite/layout fee that will be charged at Outdoor Image Agency' then standard rate. Nothing in this Section 8 shall apply to research, lab, service fees, administration fees or editorial subscription fees which shall be payable according to the terms stated on the Invoice and shall be non-refundable.

9. Interest or Cancellation on Overdue Invoices.

If Licensee fails to pay Outdoor Image Agency´s Invoice in full within the time specified in the Invoice, Outdoor Image Agency may add a service charge of one-and-one-half percent (1.5%) per month, or such lesser amount as is allowed by law, on any unpaid balance until payment is received. Outdoor Image Agency also reserves the right, in its sole discretion, to revoke the license if payment is not made in full on time.

10. Miscellaneous Terms.

1. Unauthorized Use. Any use of Licensed Material in a manner not expressly authorized by this Agreement or in breach of a term of this Agreement constitutes copyright infringement, entitling Outdoor Image Agency to exercise all rights and remedies available to it under copyright laws around the world. 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 Outdoor Image Agency' other remedies under this Agreement, Outdoor Image Agency reserves the right to charge and Licensee agrees to pay a fee equal to up to five (5) times Outdoor Image Agency' standard license fee for the unauthorized use of the Licensed Material.
2. Audit/Certificate of Compliance. Upon reasonable notice, Licensee shall provide sample copies of Reproductions containing Licensed Material to Outdoor Image Agency. In addition, upon reasonable notice, Outdoor Image Agency 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 Licensed Material in order to verify compliance with the terms of this Agreement. Where Outdoor Image Agency reasonably believes that Licensed Material is being used outside of the scope of the license granted under this Agreement, Licensee shall, at Outdoor Image Agency' request, provide a certificate of compliance signed by an officer of Licensee, in a form to be approved by Outdoor Image Agency.
3. Electronic Storage. For all Licensed Material that Licensee takes delivery of in electronic form, Licensee must retain the copyright symbol, the name of Outdoor Image Agency and the image number or other identification number associated with the Licensed Material as may be included as part of the electronic file containing the Licensed Material that is stored on Licensee's computers. Licensee may not make additional high-resolution copies of the Licensed Material and Licensee shall maintain a robust firewall to safeguard against unauthorized third-party access to the Licensed Material. Notwithstanding the foregoing, Licensee may make one (1) high-resolution backup copy of the Licensed Material for security purposes only. Upon the expiration or earlier termination of this Agreement, Licensee shall promptly delete and remove the Licensed Material from Licensee's premises, computer systems and storage (electronic or physical) and shall ensure that its subcontractors do likewise.
4. Withdrawal. Upon notice from Outdoor Image Agency, or upon Licensee's knowledge that any Licensed Material is subject to a threatened or actual claim of infringement, violation of another right, or any other claim for which Outdoor Image Agency may be liable herein, or if Outdoor Image Agency withdraws any Licensed Material for any good reason, Licensee will physically remove the Licensed Material from its premises, computer systems and storage (electronic or physical) and, if possible, cease any future use at its own expense. Outdoor Image Agency shall provide Licensee with comparable Licensed Material (which comparability will be determined by Outdoor Image Agency in its reasonable commercial judgment) free of charge, but subject to the other terms and conditions of this Agreement.
5. Governing Law. This Agreement will be governed in all respects by the laws of the State of New York, U.S.A., 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 New York, New York. The United Nations Convention on Contracts for the International Sale of Goods does not govern this Agreement. Notwithstanding the foregoing, Outdoor Image Agency 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 Outdoor Image Agency, such action is necessary or desirable.
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.
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.
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 sent by Licensee, the terms of this Agreement shall govern.

1. Grant of License.

Outdoor Image Agency grants to you, for a period of thirty (30) days, a non-exclusive, non-sublicensable, non-transferable and non-assignableright to use the image and/or film preview file you have selected and any derivatives or copies (collectively, the "Licensed Material"), on your personal computer and, in the case of film, in any test, sample, comp or rough cut evaluation materials. The Licensed Material may only be used in materials for personal, noncommercial use and test or sample use, including comps and layouts.

2. Restrictions.

1. The 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 in any online 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 Licensed Material.
2. One copy of the Licensed Material may be made for backup purposes only but may only be used if the original Licensed Material becomes defective, destroyed or otherwise irretrievably lost. Except as specifically provided in this Agreement, the Licensed Material may not be shared or copied for example by including it in a disc library, image storage jukebox, network configuration or other similar arrangement. Use which would be defamatory, pornographic or otherwise unlawful is prohibited. If Licensed Material featuring a person is used (i) in a manner that implies endorsement, use of or a connection to a product or service by that model; or (ii) in connection with a potentially unflattering or controversial subject, you must print a statement that indicates that the person is a model and is used for illustrative purposes only.

3. Rights-Managed Still Fee.

For rights-managed still Licensed Material only, if at the end of 30 days you have not licensed the Licensed Material for end use in a final project, you will be invoiced a comp service fee in the amount of one hundred fifty dollars ($150) USD or such other local currency amount as Outdoor Image Agency may apply from time to time. If, at any time within the 30-day comp license period, you license such rights-managed still Licensed Material for end use in a final project and do not subsequently cancel the license, the comp service fee will not be charged. Payment of the comp service fee relates solely to comping use during the 30-day comp license period and does not entitle you to make any additional use of the Licensed Material either before or after expiry of the 30 days.

4. Additional Rights Available.

If you are unsure of your usage rights under this Agreement or wish to use the Licensed Material in a manner not permitted by this Agreement (for example: online or as part of an advertisement or product), please contact your local Outdoor Image Agency office.

5. Warranty.

Outdoor Image Agency warrants the digital copy of the Licensed Material in the form downloaded by you 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 copy of the Licensed Material. OUTDOOR IMAGE AGENCY MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Some states or jurisdictions do not permit the exclusion of implied warranties, and you may have other rights which may vary from state to state and jurisdiction to jurisdiction. NEITHER OUTDOOR IMAGE AGENCY NOR ANY OF ITS IMAGE PARTNERS 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.

6. General.

All rights to the Licensed Material are owned by Outdoor Image Agency and/or its image partners and are protected by United States copyright laws, international treaty provisions and other applicable laws. Outdoor Image Agency and its image partners retain all rights not expressly granted by this Agreement. The license contained in this Agreement will terminate automatically without notice from Outdoor Image Agency upon expiry of the 30-day comp license period or, if sooner, upon you failing to comply with any provision of this Agreement. Upon termination, you must immediately stop using the Licensed Material and either destroy any digital Licensed Material or return the Licensed Material and all copies to Outdoor Image Agency.