IMAGE SOURCE ROYALTY FREE LICENCE AGREEMENT

If you are entering into this Agreement on behalf of your employer, the Licence granted and the

restrictions and limitations on the use of the images set forth below apply to your employer as

well as to you as a representative of your employer. Should you cease working for your

employer, your employer (but not you) may continue to use the images under the terms of this

Agreement.

1. LICENCE GRANT AND RESTRICTIONS

1.1 Image Source Limited (“Image Source”) grants you a non-transferable, non-exclusive,

worldwide, perpetual licence to store, reproduce and use the specific image(s) that you have

purchased during this transaction, and any authorised derivatives or copies thereof, (collectively

the “Images”) for your own commercial or non-commercial use as set out in clause 1.3 below,

but not for any other purposes.

1.2.1 The Images may be shared by creating an image library, image storage jukebox,

network configuration or similar arrangement as long as no more than ten (10) individuals

(including you) employed by the same entity have access to the Images (subject to clause 1.2.2

below). You expressly acknowledge that this is not a “simultaneous users licence” and you may

not have more than ten (10) specific people access the Images even if only ten (10) people are

accessing the Images at any particular time.

1.2.2 If you are an intermediary (e.g. an advertising or design agency) the Images must only

be used by clients who agree to be bound by the terms of this Agreement. You may allow

individuals employed by your client to have access to the Images, provided the total number of

individuals with access to the Images (including all those within your organisation and the

client) remains no more than ten (10).

1.3 Specifically, you may:

1.3.1 use the Images any number of times on a worldwide, unlimited and perpetual basis as a

part of advertising and promotional materials, packaging; multi-media including web-design,

broadcasting, film/video/DVD, publishing; materials for personal, non-commercial use;

1.3.2 alter, manipulate and crop the Images (subject to clause 1.4.12 below);

1.3.3 use the Images in any other manner approved in writing by Image Source.

1.4 Specifically, you may not:

1.4.1 sublicense, re-license, rent, resell or lease any of the Images to third parties separate or

independent from a specific product, website, or similar;

1.4.2 copy or publish any of the Images to a network or bulletin board, or otherwise distribute

or allow any of the Images to be distributed to or used by anyone other than the ten (10)

authorised users, without prior written consent from Image Source or its Sales Agent; you

acknowledge that for extended usage by more than ten (10) individuals, you will first have to

purchase Extended Licence Rights from Image Source;

Image Source Limited, 41 Great Pulteney St, London W1F 9NZ, UK

Tel: +44 (0)20 7851 5700 Fax: +44 (0)20 7851 5601 info@imagesource.com

Registered office: 233-237 Old Marylebone Road, London NW1 5QT

Registered in England No: 3667358 VAT Registration No: GB 868 0951 84

www.imagesource.com

IS-RFEULA-Current 090508[2].doc/cts/01005

1.4.3 under the terms of this Agreement use the Images in commercial products where the

Images make up a significant part of the re-sale value of the product (i.e., postcards, posters,

calendars, etc.). For such usages of an Image you must acquire an extended one-time

Commercial Product Image Licence from Image Source;

1.4.4 use any of the Images to promote a business that sells or licenses photographic images,

or otherwise competes with Image Source in any manner;

1.4.5 sub-license, resell or otherwise distribute the Images to third parties except as an

integral part of your product or web-page and only for the life and extent of such a product;

1.4.6 make the high-resolution (300 dpi or above) Images accessible for download beyond the

scope of the licence rights provided by this Agreement or place the Images on-line in an FTP or

other digital format;

1.4.7 incorporate any of the Images in a logo, trade mark or service mark;

1.4.8 use the Images in ways or contexts that might reasonably be construed as pornographic,

defamatory, libellous or otherwise unlawful;

1.4.9 use the Images in such a way as to imply that any model depicted in the Images

personally uses or endorses a product or service (for example, in testimonial advertising);

1.4.10 use Images depicting any model in any unduly controversial or unflattering context,

unless accompanied with a statement indicating that the person is a model and the Images are

being used for illustrative purposes only;

1.4.11 delete or alter the copyright symbol, the name Image Source, or identification number or

any other information from the electronic file by which the Images are supplied to you or from

any copies of those files;

1.4.12 increase the size of the purchased digital file.

2. WARRANTY AND DISCLAIMER

2.1 Image Source warrants the digital copy of the Images in the form duly purchased by

you or your employer to be free from technical defects for 90 days from delivery. The sole and

exclusive remedy for a breach of the foregoing warranty is the replacement of the digital copy

of the Images or refund of the purchase price, at Image Source’s sole option. Image Source

shall not, however, be liable if defects arise as a result of any modification, variation or addition

to the Images not performed by us or caused by any abuse, corruption or incorrect use of the

Images with equipment or software which is incompatible. IMAGE SOURCE MAKES NO

OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION,

ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A

PARTICULAR PURPOSE. OUR LIABILITY TO YOU FOR ANY LOSSES SHALL NOT

EXCEED THE AMOUNT YOU ORIGINALLY PAID FOR THE IMAGES. Some states do

not permit the exclusion of implied warranties, and you may have other rights, which may vary

from state to state. NEITHER IMAGE SOURCE NOR ITS LICENSORS SHALL BE LIABLE

TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY GENERAL, SPECIAL,

DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR OTHER DAMAGES (EVEN

IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) ARISING

OUT OF THIS LICENCE, THE USAGE OF THE IMAGES INCLUDING ANY CLAIM FOR

LOST PROFITS OR LOST SAVINGS, OR FOR ANY CLAIM OF A THIRD PARTY OR

OTHERWISE. HOWEVER, NOTHING IN THIS LICENCE LIMITS LIABILITY FOR

FRAUDULENT MISREPRESENTATION OR OUR LIABILITY TO YOU IN THE EVENT

OF DEATH OR PERSONAL INJURY RESULTING FROM OUR NEGLIGENCE.

2.2 It is a condition of this Agreement that you obtain all necessary rights, model releases or

consents which may be required for reproduction and use of the Images. We make no

warranties with regard to the use of names, people, buildings, trade marks or copyright material

depicted in any Image, or to the accuracy of any metadata, including, but not limited to,

keywords and captions, with any Image. Furthermore, ensure that you examine the Image you

intend to use for possible defects before sending the Image for reproduction. Image Source

shall not be liable for any loss or damage suffered by you or any third party arising from any

alleged or actual defect in any Image or its metadata or in any way from its reproduction.

3. CONSEQUENCES OF BREACH

3.1 Without prejudice to Image Source’s other rights and remedies, the Licence and your

right to use the Images shall automatically terminate, without prior notice or refund of any

moneys paid, if you breach any express or implied term of this Agreement. In the event of

termination, you must immediately destroy or delete all copies of the Images or, at Image

Source’s request, return them to Image Source.

3.2 You agree to indemnify Image Source and hold Image Source harmless against all

claims arising out of any breach by you of this Agreement.

4. RESERVATION OF RIGHTS AND PROTECTION OF INTELLECTUAL PROPERTY

4.1 All rights to the Images are owned by Image Source and / or its licensors and are

protected internationally by copyright and other applicable laws. Image Source and its licensors

retain all rights not expressly granted under this Agreement. You may be held legally

responsible for any copyright infringement that is caused or encouraged by your failure to

comply with the terms of this Agreement.

5. OTHER CONDITIONS

5.1 Use of the Images must be in compliance with all applicable laws, statutes and

regulations. Image Source reserves the right to discontinue the use of any Image for any reason

and elect to replace the Image with an alternative Image. Upon notice of any discontinuance of

a Licence for a particular Image, you and your client, if applicable, agree not to use the Image in

the future. If any part of this Agreement is found void and unenforceable, it will not affect the

validity of the remaining terms of the Agreement, which shall remain valid and enforceable

according to its terms. This Agreement represents the entire Agreement between the parties

relating to its subject matter and may not be amended except in writing signed by an authorised

representative of both parties.

5.2 The laws of England and Wales whose courts are the courts of exclusive jurisdiction

govern this Agreement, save that Image Source shall have the right to bring proceedings in any

jurisdiction to obtain injunctive or other relief against you in the event that, in the opinion of

Image Source, such action is necessary or desirable.

If you wish to use the Images in a manner not permitted under this Licence Agreement, please

contact Image Source Limited at info@imagesource.com or by telephoning +44 (0) 20 7851

5700.

Copyright © Image Source Limited. www.imagesource.com. All rights reserved.