TERMS AND CONDITIONS OF USE NOTICE TO USER: THIS IS A LEGAL AGREEMENT BETWEEN YOU, YOUR COMPANY, YOUR EMPLOYER AND/OR YOUR CLIENT, AS THE CASE MAY BE (COLLECTIVELY 'YOU') AND PANORAMIC STOCK IMAGES, LTD., D/B/A PANORAMIC IMAGES. 'PANORAMIC IMAGES' WHEN USED HEREIN SHALL MEAN PANORAMIC IMAGES, ITS LICENSORS, DISTRIBUTORS AND/OR ANY OF THEIR RESPECTIVE AFFILIATES. PLEASE REVIEW THESE TERMS AND CONDITIONS FULLY BEFORE YOU CONTINUE TO USE THIS WEBSITE OR DOWNLOAD ANY IMAGE FROM THIS WEBSITE. BY USING THIS SITE OR DOWNLOADING ANY IMAGE YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE, PLEASE DISCONTINUE USING THIS SITE. PANORAMIC IMAGES RESERVES THE RIGHT TO CHANGE THE TERMS AND CONDITIONS AT ANY TIME WITHOUT PRIOR NOTICE. YOUR USE OF THE SITE WILL BE SUBJECT TO THE MOST CURRENT VERSION OF THIS AGREEMENT POSTED ON THE SITE AT THE TIME OF SUCH USE. Ê OWNERSHIP OF THIS WEBSITE This website is owned by Panoramic Images. All elements of the site, including the content, the general design, text, graphics, photographs, images, illustrations and software are protected by copyright, trademark, trade dress and other US and international laws relating to intellectual property and copyright. All images and related information (collectively referred to as 'Images') are owned by Panoramic Images or our Image providers. Ê The copyrights to the Images on this website are owned by the individual photographers who created the images and/or Panoramic Images. The Images on this site may only be used as outlined under 'Grant of Rights' below. Ê You may obtain express permission, in the form of a license, to use the Images on this website. The Images are not sold; they are licensed as described in the written documents that accompany the Image (delivery memo, rights release and payment invoice). All Images are licensed under the Terms and Conditions as specified at time of purchase. Ê GRANT OF RIGHTS; IMAGE USAGE Panoramic Images grants you a personal, non-exclusive and non-transferable right to copy Image(s) from this site onto one computer for one user at a time for Comp Usage and browsing only. Comp Usage means the creation of a rough layout or comprehensive rendering of a proposed work as in-house presentations, storyboards, or rough draft designs for yourself or your clients. Usage of an Image beyond the limited Comp Usage right granted herein constitutes willful copyright infringement and is punishable to the fullest extent of the law. Ê NO REPRODUCTION RIGHTS ARE GRANTED OR IMPLIED HEREIN. Images cannot be sold or distributed or used for advertising, brochures, editorial publications, multimedia, or any other use without the prior written permission of Panoramic Images. To obtain reproduction rights you must contact: Panoramic Images, 2302 Main St, Evanston IL 60202, 800-543-5250, images@panoramicimages.com. Panoramic Images and its licensors retain all rights not expressly granted by this Agreement without any limitations whatsoever. Ê Additional Use: Panoramic Images grants you the non-exclusive right to use the Images according to the rights selected and indicated in the documents transmitted to you with the Image (delivery memo, rights release and payment invoice) and for no other purpose, including promotional and/or electronic usage. Use beyond the terms of the limited license agreement without first obtaining an additional license is strictly prohibited. Other than the above Comp Use, Images may not be used in any way until an invoice indicating your right to use the Image is paid in full and no rights are granted by your possession of an Image or the delivery documents. Exclusive rights may only be granted by Panoramic Images subject to the availability of such rights and subject to additional fees. Exclusive rights cannot be obtained through the website. You must contact Panoramic Images directly to inquire about exclusivity. Use is granted for the United States only, unless otherwise specified. Full credit and copyright information must remain with the file. Ê RESTRICTIONS AS TO USE You may not remove any copyright, watermarks or other notices contained in the Images and information. Panoramic Images reserves the right to restrict or remove your access to this site at any time, or revoke your authorization to view, download and use the Images and information on this site at any time, and you shall immediately discontinue your use upon written notice from Panoramic Images. Ê This site could include technical or other mistakes, inaccuracies or typographical errors. You are solely responsible for determining whether your use of an Image or any related information is appropriate for your intended use and complies with any applicable laws or customs. Ê It is illegal to copy or reproduce any Image beyond the terms in the 'Grant of Rights' section, including use on other websites or any derivative use without the prior written consent of Panoramic Images. It is illegal to use any portion of an Image as reference for another photograph or illustration in any form. Ê Images may not be used in any materials distributed outside of your company or to the public, including, but not limited to, any online or other electronic distribution system (except you may transmit comps digitally or electronically to your clients for their review) and may not be sold, transferred, assigned or sublicensed alone or as part of any product. Ê You agree that you will not use any Image for any unlawful purpose, to violate any person's right of privacy or publicity, or to infringe upon any trade name, trademark or service mark of any entity, or in any way that could be considered defamatory, pornographic, libelous or fraudulent, either by making physical changes to it, or in the juxtaposition to accompanying text. Panoramic Images reserves the right to deny any use of an Image which it determines to be inappropriate. Ê You may not 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 authorized users, without prior written consent from Panoramic Images. Ê You may not ship, transfer or export any of the Images into any country or use any of the Images in any manner prohibited by any export laws, restrictions or regulations. Ê RELEASES No model releases or other releases exist on any Images unless the existence of such release is specified in a separate writing by Panoramic Images. Ê NO WARRANTIES; DISCLAIMERS THIS WEBSITE AND ITS CONTENT ARE PROVIDED 'AS IS' AND PANORAMIC IMAGES EXCLUDES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY WARRANTY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE OR ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE, NONINFRINGEMENT, QUALITY OF IMAGE, OR COMPATABILITY WITH ANY COMPUTER HARDWARE OR OTHER EQUIPMENT, OPERATING SYSTEM OR SOFTWARE PROGRAM. Ê WITHOUT LIMITING THE FOREGOING, PANORAMIC IMAGES GIVES NO RIGHTS OR WARRANTIES WITH RESPECT TO THE USE OF NAMES, TRADEMARK, LOGO TYPES, REGISTERED OR COPYRIGHTED DESIGNS OR WORKS OF ART DEPICTED IN ANY IMAGE, AND THE USER MUST SATISFY ITSELF THAT ALL NECESSARY RIGHTS, CONSENTS OR PERMISSIONS AS MAY BE REQUIRED FOR REPRODUCTIONS ARE SECURED. PANORAMIC IMAGES IDENTIFIES CAPTIONS FOR EACH IMAGE TO THE BEST OF ITS ABILITY, BUT CANNOT BE HELD RESPONSIBLE FOR ERRONEOUS OR INCOMPLETE CAPTION INFORMATION OR THE ACCURACY OR COMPLETENESS OF ANY INFORMATION CONTAINED ON THE WEBSITE. Ê PANORAMIC IMAGES DOES NOT WARRANT THAT THIS WEBSITE WILL OPERATE ERROR-FREE OR THAT THIS WEBSITE AND ITS SERVER ARE FREE OF COMPUTER VIRUSES AND OTHER HARMFUL GOODS. IF YOUR USE OF THE WEBSITE OR ANY IMAGE RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, PANORAMIC IMAGES IS NOT RESPONSIBLE FOR THOSE COSTS. Ê Some jurisdictions do not permit the exclusion or limitation of implied warranties or liability for certain categories of damages. Therefore, some or all of the limitations above may not apply to you to the extent they are prohibited or superseded by state or national provisions. Ê There may be links to other websites from this website. These links are provided solely as a convenience to you and not as an endorsement by Panoramic Images of the contents on such third-party websites. These other websites are not controlled by Panoramic Images, Panoramic Images is not responsible for any content contained on any such website and does not make any representations regarding the content or accuracy of materials on such third party websites. Panoramic Images is not responsible for any loss suffered by you in relation to your use of such websites and you waive any and all claims against Panoramic Images regarding the inclusion of links to outside websites or your use thereof. If you decide to access linked third-party websites, you do so at your own risk. Ê LIMITATION OF LIABILITY UNDER NO CIRCUMSTANCES WILL PANORAMIC IMAGES OR ITS IMAGE PROVIDERS BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE AND CONSEQUENTIAL DAMAGES. DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS, ARISING OUT OF (A) THE USE OF OR INABILITY TO USE THE WEBSITE OR ANY IMAGE OR (B) THE INABILITY TO OBTAIN ADDITIONAL RIGHTS TO ANY IMAGES (INCLUDING MAKING ADDITIONAL COPIES) EVEN IF PANORAMIC IMAGES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT, THE LIMIT OF LIABILITY OF THE COPYRIGHT OWNER OF THE IMAGE, HIS OR HER REPRESENTATIVE AND PANORAMIC IMAGES SHALL BE THE FEE PAID FOR THE IMAGE TO PANORAMIC IMAGES. Ê THIS DISCLAIMER OF LIABILITY APPLIES TO ANY DAMAGES OR INJURY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF RECORDS, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE OR UNDER ANY OTHER CAUSE OF ACTION. YOU, NOT PANORAMIC IMAGES, ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION DUE TO YOUR USE OF THIS WEBSITE. Ê INDEMNIFICATION You agree to indemnify, defend and hold Panoramic Images, the owner of the Image and the copyright holder, harmless from and against any and all claims, liability, damages, costs and expenses, including reasonable legal fees and expenses and expert fees, arising out of the use of any Image, any breach of this Agreement by you or any other liabilities arising out of your use of the website. Ê DISPUTE RESOLUTION AND GOVERNING LAW Any and all disputes, with the exception of copyright claims, arising out of, under or in connection with this Agreement, including, without limitation, the validity, interpretation, performance and breach hereof, shall be settled by arbitration in Chicago, Illinois, pursuant to the rules of the American Arbitration Association. Judgment upon the award rendered may be entered in the highest court of the forum, State or Federal, having jurisdiction. You agree that the arbitrators shall award all costs of arbitration, including legal fees, plus legal rate-of-interest to the successful party. For copyright claims you consent to the exclusive jurisdiction of the state or federal courts within the State of Illinois and you submit to the personal jurisdiction of such courts for such purpose. Ê This Agreement, its validity and effect, shall be interpreted under and governed by the laws of the State of Illinois without regard to its conflicts of laws principles. If you are an agent for or an employee of a non-U.S. company but do business in or operate in a place of business in the United States or its territories, you expressly agree that any dispute regarding this Agreement shall be adjudicated within the United States in the manner described herein. Ê If Panoramic Images is caused to present claims or suit as a result of your breach of any of the above terms, it shall be made whole for such reasonable legal fees, expert fees or costs by you. Ê MISCELLANEOUS This Agreement is not assignable or transferable by you. Ê This Agreement contains all the terms of the agreement between us (Panoramic Images and you) concerning transmission, delivery and review of Images, and no terms or conditions may be added or deleted unless made in writing and signed by both of us. These terms and the terms of any subsequent invoice supersede any and all terms of your purchase order. Any subsequent invoice issued to you may contain additional terms relating to the rights granted and the type of usage allowed. Ê Time is of the essence for you to perform all of your obligations for payments. Payment of the invoice herein is to be net thirty (30) days. A service charge of one and one-half percent (1-1/2%) any unpaid balance will be charged thereafter. Any claims for adjustment or rejection of terms must be made in writing to Panoramic Images within ten (10) days after receipt of invoice. Ê No action of Panoramic Images other than an express written waiver may be construed as a waiver of any provision of this Agreement. In the event Panoramic Images does waive any specific provision of this Agreement, it shall not be construed as the waiver of any other provision hereof. Ê Should any of the provisions of this Agreement be unenforceable, the remaining provisions will remain in full force and effect. Ê CAUTION: ANY ATTEMPT BY ANY PERSON TO DELIBERATELY DAMAGE ANY WEBSITE IS A VIOLATION OF CRIMINAL AND CIVIL LAWS. SHOULD SUCH AN ATTEMPT BE MADE, PANORAMIC IMAGES RESERVES THE RIGHT TO SEEK DAMAGES FROM ANY SUCH PERSON TO THE FULLEST EXTENT PERMITTED BY LAW. Ê PANORAMIC IMAGES ROYALTY-FREE LICENSE AGREEMENT Ê 1. License Terms: 1.1 Covered Media 1.1.1 The photograph(s) and any and all other media and content in any form delivered to Licensee by Licensor, whether via CD-ROM or by download via FTP or website (collectively the ÒDigital MediaÓ) are licensed, not sold, to Licensee by Licensor for use pursuant to this Agreement. 1.1.2 Licensee may own the media on which the Digital Media are recorded, but Licensor, for itself or on behalf of its contributors, retains ownership of the Digital Media. 1.1.3 Any reference in this Agreement to the Digital Media shall be to each individual item within the Digital Media and also to the Digital Media taken as a whole. 1.2 Rights Granted 1.2.1 Licensee has the non-exclusive, non-transferable, non-sublicensable right to copy, reproduce, transmit and display the Digital Media an unlimited number of times in any and all media for the following purposes: 1.2.1.1 Advertising, promotional and editorial usage. 1.2.1.2 Online or electronic distribution systems, including web page design to a maximum resolution of 72 ppi. 1.2.1.3 Display uses including but not limited to broadcast, theatrical, billboards, trade shows. 1.2.1.4 Product or other packaging 1.2.1.5 Any other uses approved in writing by Licensor. 1.2.2 Licensee has the right to have the Digital Media reproduced by subcontractors of Licensee, provided that such subcontractors agree to the terms of this Agreement. 1.2.3 Licensee may alter, crop, manipulate and create derivative works of the Digital Media. 1.2.4 Licensee may make one copy of the Digital Media solely for backup or archival purposes or transfer the Digital Media to a single hard drive, provided that the original and accompanying documentation is retained in your possession. 1.2.5 Licensor reserves all rights not expressly granted to Licensee herein. 1.3. Users / Seat Licenses 1.3.1 Licensee may distribute Digital Media 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 Digital Media is to be placed on a network of servers accessible by more than 10 computers/workstations, please contact your sales representative as you will require a multiple seat license. 1.4 Restrictions 1.4.1 Licensee may not sublicense, resell or otherwise make available for use or distribution separately or detached from a product or web page, or in a manner in which the customer or other user can extract or access the Digital Media as a stand-alone file. 1.4.2 Digital Media shall not be incorporated into a logo, trademark or service mark. 1.4.3 Licensee shall not post the Digital Media online in a downloadable format. 1.4.4 Digital Media may not be used in any electronic template or application, including those which are web based, where the purpose is to create multiple impressions of an electronic or printed product, including but not limited to website designs, presentation templates, electronic greeting cards, business cards or any other electronic or printed matter. 1.4.5 Licensee may not use the Digital Media in any products for sale whose primary value lies in the Digital Media itself, including but not limited to retail posters, calendars and postcards. 1.4.6 Licensee may not use, or allow anyone else to use the Digital Media to create pornographic, libelous, obscene or defamatory material. For uses covering sensitive issues, including but not limited to, topics regarding sexual issues, substance abuse, physical mental or alcohol abuse, drugs, tobacco, HIV/AIDS or other serious mental or physical conditions, you must include a statement which indicates that the person is a model and is used for illustrative purposes only. 1.4.7 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 in any Digital Media, 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. 2. Indemnity: 2.1 Licensee agrees to indemnify and hold harmless Panoramic Images against any and all claims arising out of breach 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 Digital Media, including, without limitation, any implied warranties or 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 licenseeÕs use of the Digital Media, this agreement, nay invoice regarding the Digital Media 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 Digital Media, (ii) destroy or, upon the request of Licensor, return the Digital Media to Licensor (in the case of analogue materials), and (iii) delete or remove the Digital Media from Licensee's premises, computer systems and storage (electronic or physical). 4.2 Licensor reserves the right to revoke the license to use the Digital Media for good cause and elect to replace such Digital Media with alternative Digital Media. Upon notice of any revocation of a license for any particular Digital Media, Licensee shall immediately cease using such Digital Media 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. Governance: 6.1 This Agreement will be governed in all respects by the laws of the State of Illinois, U.S.A., without reference to its laws relating to conflicts of law. The United Nations Convention on Contracts for the International Sale of Goods does not govern this Agreement. 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. Entire Contract: 8.1 This contract 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.