License Agreement for Royalty Free Products

THIS IS A LEGAL AGREEMENT BETWEEN YOU AND IMAGES BY KEN. PLEASE READ THIS AGREEMENT CAREFULLY. BY DOWNLOADING AND/OR USING ANY ROYALTY FREE IMAGE, ILLUSTRATION OR OTHER GRAPHIC MATERIAL (HEREINAFTER THE "RF GRAPHIC MATERIAL") YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT DO NOT DOWNLOAD OR USE ANY RF GRAPHIC MATERIAL CONTAINED IN THIS SITE.

IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF YOUR EMPLOYER AND/OR PRINCIPAL, YOU HEREBY REPRESENT AND WARRANT THAT: I) YOU HAVE FULL AND EXPRESS AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF YOUR EMPLOYER AND/OR PRINCIPAL; AND THAT: II) SUCH EMPLOYER AND/OR PRINCIPAL HAS AGREED TO BE BOUND BY THE TERMS HEREBY; III) THAT THE RF GRAPHIC MATERIAL AND ANY FINAL WORK INCLUDING THE RF GRAPHIC MATERIAL IS ONLY FOR THE BENEFIT OF EMPLOYER OR PRINCIPAL AND THAT YOU WILL NOT USE ANY RF GRAPHIC MATERIAL OBTAINED FROM IMAGES BY KEN FOR THE BENEFIT OF ANY OTHER PERSON OR ENTITY WITHOUT ENTERING INTO A SEPARATE LICENSE WITH IMAGES BY KEN; AND IV) YOU WILL COMPLY WITH ALL THE TERMS HEREOF AND SHALL BE JOINTLY AND SEVERALLY LIABLE FOR ANY BREACH OF THE TERMS OF THIS AGREEMENT BY YOUR PRINCIPAL AND/OR EMPLOYER.

ALL THE RF GRAPHIC MATERIAL IS COPYRIGHTED AND ALL RIGHTS TO THE RF GRAPHIC MATERIAL ARE OWNED BY IMAGES BY KEN AND/OR ITS LICENSORS AND CONTENT PROVIDERS. IMAGES BY KEN RETAINS ALL RIGHTS NOT SPECIFICALLY GRANTED TO YOU BY THIS AGREEMENT.

YOUR RIGHT TO USE ANY RF GRAPHIC MATERIAL IS SUBJECT TO YOUR FULL PAYMENT OF THE LICENSE AND THE RESTRICTIONS SET FORTH IN THIS AGREEMENT.

I. Definitions

1.1 In this Agreement the following terms should have the following meanings:

1.1.1 Royalty Free Graphic Material (RF Graphic Material): means the graphic material of age footstock which may consist in still images, illustrations or other visual representation generated optically, electronically, digitally or by any other means and which use is subject to the terms of the present License agreement.

1.1.2 Disk Product: means CD-ROMs, DVDs and similar which incorporates a certain compilation of RF Graphic Material.

1.1.3 Invoice: means the computer generated or pre-printed invoice which includes the RF Graphic Material selected and the corresponding price for the license of such RF Graphic Material.

1.1.4 Reproduction: means any form of copying or publication of the whole or part of any RF Graphic Material by any means whatsoever. Reproduction shall also include any distortion or manipulation of the whole or part of any RF Graphic Material.

II. Rights granted

2.1 Conditioned upon your full payment of the license and your compliance with the terms of the invoice and this Agreement (including all restrictions), Images By Ken grants you a personal, non-exclusive and non-transferable right to use and reproduce, for your own commercial or non-commercial use, on a worldwide and perpetual basis, the RF Graphic Material in the following ways:

a) Print usage: refers to any type of printed, tangible materials including advertising, promotional materials, publications or products (including products offered for sale except as prohibited in Section II below).

b) Non-print usage: refers to any digital or electronic materials including websites (but not website templates), multimedia presentations and CDs provided that no Image is at a resolution greater than 480 by 640 pixels (72 dpi) and each RF Graphic Material is incorporated into a design in such a fashion that it is clearly not intended to be separately downloaded, copied or distributed by any third party.

NOTE: IMAGES ARE NOT SOLD; THEIR USE IS LICENSED TO YOU.

III. Restriction on Use

3.1 The rights hereby granted to you are non-transferable which means that any work that you produce using an Image must be for your own use, or for the use of your direct employer or client, who must be the end-user (the End-User) of your work. You may not sublicense, sell, assign, convey, dispose of, loan, give or otherwise transfer to anyone any RF Graphic Material or the right to use the RF Graphic Material except insofar as an Image has been included by you into one of the authorized uses referred to in Section II above and nothing you produce shall grant or purport to grant to any third party a right to use or reproduce the Images. You hereby agree to take all commercially reasonable steps to prevent third parties from duplicating or distributing the Images.

3.2 Even though you may sell or license derivative works incorporating the RF Graphic Material, you may not use any RF Graphic Material for sale or license where the primary value resides in the RF Graphic Material itself (For example, you may not sell posters or prints of any RF Graphic) nor include any RF Graphic Material in an electronic template intended to be reproduced by third parties on electronic or printed products.

3.3 You may not sell, license or distribute any derivative work containing any RF Graphic Material in a way that would allow a third party to download, extract or access the RF Graphic Material as a stand-alone file.

3.4 If the RF Graphic Material is licensed by a company, it may be shared by creating an image library, image storage jukebox, network configuration or similar arrangement as long as no more than ten (10) specific employees (hereinafter the "Users") within the same company and no more than one User at a time get access to the RF Graphic Material, unless a separate seat license is purchased for each additional User, before such additional use begins. This is not a simultaneous user agreement.

3.5 Except as specifically provided in the previous paragraph, the RF Graphic Material may not be shared or copied and you may not create a network of servers, either with or without a central location to enable others to share the RF Graphic Material.

3.6 The RF Graphic Material may not be used as part of a logo, trade name, service mark or trademark or used to infringe on anyone's logo, trade name, service mark or trademark.

3.7 The RF Graphic Material may not be posted online nor placed in any other electronic distribution system in a downloadable format, FTP or similar nor enabled to be distributed via mobile telephone devices.

3.8 The RF Graphic Material may not be used for any pornographic, unlawful purpose or use or to defame any person or violate any person's right of privacy or publicity or to infringe upon any copyright, trade name, trademark or service mark of any person or entity. Advance written permission from Images By Ken is required for use of the RF Graphic Material for sensitive subjects, including without limitation, topics that may depict the subject matter of the RF Graphic Material in a negative or unfavorable light.

3.9 Upon notice of discontinuance of a license for any particular RF Graphic Material, you agree not to use such RF Graphic Material in the future. To the fullest extent permitted by law, your sole remedy for any recalled RF Graphic Material shall be, at Images By Ken's sole discretion, the replacement of such recalled RF Graphic Material with another Image or the refund of any license fee paid attributable to such recalled RF Graphic Material.

3.10 If the RF Graphic Material is used in an editorial manner, you must include the following credit adjacent to the Images: "Photographer's name/Name of the collection/Images By Ken".

IV. Disk Products

4.1In the event of any inconsistency between the licensing terms contained in any Disk Product supplied by Images By Ken and the terms herein, the terms of this Agreement shall prevail.

V. Unauthorized Uses and Indemnity

5.1 Any use of any RF Graphic Material and/or Disk Product in a manner not expressly authorized by this Agreement or in breach of a term of this Agreement constitutes copyright infringement, entitling Images By Ken to exercise all rights and remedies available to it under copyright laws around the world.

5.2 You shall be responsible for any damages resulting from any such copyright infringement, including without limitation any claims by a third party and you hereby agree to indemnify and hold harmless Images By Ken and its licensors and content providers, against all claims (including without limitation, claims by third parties), liability, damages, costs and expenses, including reasonable legal fees and expenses, arising out of or related to any unauthorized use of any RF Graphic Material/Disk Product or any breach of any terms and conditions or restrictions of the present Agreement.

VI. Payment

6.1 You are responsible for ensuring that all the information appearing in the Invoice is true, accurate and complete.

6.2 A late payment charge of one and one-half percent (1.5%) per month or such lesser amount as is allowed by law, shall be applied on any unpaid balance until payment is received.

VII. Credit or Cancellation

7.1Except as provided for in the following clause, no cancellation on any RF Graphic Material license shall be accepted.

7.2 In case of a purchase of a Disk Product we will accept returns within a period of seven (7) business days from the date of the Invoice or receipt of the Disk Product (whichever comes first), only and if no RF Graphic Material included in the Disk Product has been used and/or downloaded. In the event of a return of a Disk Product, you accept to pay any and all applicable processing, management and shipping fees.

VIII. Limited Warranty and Limitation of Liability

8.1 Images By Ken warrants that: it has all necessary rights and authority to enter into and perform this Agreement; ii) any digital copy of RF Graphic Material and/or Disk Product will be free from defects in material and workmanship for ninety (90) days from delivery. Your sole and exclusive remedy for a breach of this warranty is the replacement of the RF Graphic Material and/or Disk Product in question. IMAGES BY KEN GRANTS NO RIGHTS AND MAKES NO WARRANTIES WITH REGARDS TO THE USE OF NAMES, TRADEMARKS, TRADE DRESS, DESIGNS OR WORKS OF ART OR ARCHITECTURE DEPICTED IN ANY RF GRAPHIC MATERIAL, AND YOU MUST SATISFY YOURSELF THAT ALL THE NECESSARY RIGHTS AND CONSENTS REGARDING ANY OF THE ABOVE, AS MAY BE REQUIRED FOR THE INTENDED USE HAVE BEEN OBTAINED. WHILE IMAGES BY KEN MAKES EFFORTS TO USE ACCURATE CAPTION INFORMATION, IMAGES BY KEN DOES NOT WARRANT THAT SUCH INFORMATION IS ACCURATE. IMAGES BY KEN MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED REGARDING ANY RF GRAPHIC MATERIAL INCLUDING, WITHOUT LIMITATION, THAT THE RF GRAPHIC MATERIAL IS ERROR FREE, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

8.2 EXCEPT FOR ANY LIABILITY WHICH CANNOT BY LAW BE EXCLUDED OR LIMITED, NEITHER IMAGES BY KEN NOR ANY OF IMAGES BY KEN'S SUBSIDIARY, SUCCESSOR, PARENT, AFFILIATE, PARTNER, OFFICER, DIRECTOR, EMPLOYEE, CONTENT PROVIDER, LICENSOR, DISTRIBUTOR OR AGENT SHALL BE LIABLE FOR ANY DAMAGES, OR LOST PROFITS OR ANY OTHER DAMAGES, COSTS OR LOSSES ARISING OUT OF THE USE OR INABILITY TO USE THE RF GRAPHIC MATERIAL OR OTHERWISE,

8.3 THE REPRESENTATIONS AND WARRANTIES MADE BY IMAGES BY KEN IN THIS AGREEMENT APPLY ONLY TO THE RF GRAPHIC MATERIAL AS DELIVERED BY IMAGES BY KEN AND WILL BE INVALID IF THE RF GRAPHIC MATERIAL IS USED IN ANY MANNER NOT SPECIFICALLY AUTHORIZED IN THIS AGREEMENT.

IX. Data Protection

9.1 Pursuant to the previsions of Canadian legislation relating to Data Protection, Images By Ken hereby informs You that any personal data that you provide to Images By Ken for the purposes of servicing you, which may include, but not limited to, personal data of your representative or any other individual which may be required to fulfill this Agreement.

9.2 This information will be processed and controlled by Images By Ken and used for internal purposes only and more particularly to fulfill licensing transactions, maintain your account and send you marketing communications to inform you of new products or services or for promotional purposes to send you updates on our latest promotions and offers. We may also use certain account information provided to us by authorized users to conduct credit inquiries.

9.3 By making this information available to Images By Ken you are agreeing to allow us to share this information with Images By Ken's partners, subsidiaries, affiliates, any third party content provider, necessary payment processors or third parties which services are required to carry out your order. We also reserve the right to disclose your personal information if required to do so by law or in order to comply with any legal process.

9.4 The Client represents and warrants to Images By Ken that, prior to disclosing to Images By Ken any personal data of any individual required to fulfill this Agreement (other than the individual who accepts this Agreement in its name and on its behalf), You shall notify this individual of: i) his/her disclosure of his/her personal data to Images By Ken for the purposes specified in the present Agreement, ii) the personal data which is being disclosed in this regard and; iii) Images By Ken's identity and address. You accept and agree to indemnify and hold harmless Images By Ken for your failure to comply with this obligation.

X. Severability

10.1 Should any provision of this Agreement be found invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected and shall remain in full force and effect. Such provisions shall be revised only to the extent necessary to make them enforceable.

XI. Entire Agreement, Waiver

11.1 This Agreement contains all the terms of the license agreement for the RF Graphic Material 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 communication sent by you, the terms of this Agreement shall govern. No action of Images By Ken , other than an express written waiver, may be construed as a waiver of any provision of this Agreement. A delay on the part of Images By Ken 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 Images By Ken 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 by Images By Ken on any one occasion will not be construed as a bar to or waiver of rights or remedies on any other occasion.

XII. Law and Venue

12.1 This Agreement, and all matters collateral thereto, shall be governed by and construed in accordance with the laws of Canada, excluding the application of its conflicts of law rules, and any dispute arising hereunder shall be litigated solely in a court of competent jurisdiction in Canada. Notwithstanding the foregoing, Images By Ken 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 Images By Ken, such action is necessary or desirable.

12.2 This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly disclaimed.