NOTICE: This is a legal contract made between you (“Licensee”) and Design Pics Inc. (“Licensor”) and should be read carefully.

By acquiring any or all images through your membership, CD Collections, or the purchase of single images, you agree to be bound by this agreement. If you do not agree, do not proceed to download or utilize any images and your membership or purchase fees will be refunded where applicable as provided below.

1. Conditions of Agreement: When you acquire an image(s) (hereinafter “Image” or “Images”) from Licensor, in all cases you do so pursuant to this Royalty-Free License Agreement (the “Agreement”). If you do not agree to comply with all the terms and conditions of this Agreement, then you cannot proceed to download or use any images, you cannot use or copy the Images in any fashion, you must delete any and all copies you have and, where you have not as yet obtained any Images, your membership fees or purchase price will be subject to refund.

2. Grant of Limited License: If you accept this Agreement, then you are granted a limited, revocable, personal, non-transferable, and non-exclusive license (the “License”) to copy, modify and use the Image(s) an unlimited number of times in your personal, professional, internal, editorial and client projects in any of the following final projects or works:

· printed materials including newsletters, brochures, pamphlets, booklets,   etc.,
· annual reports, manuals, presentations, printed or electronic,
· sales tools, promotional materials, billboards & exhibits,
· advertising and promotional campaigns, printed or electronic
· editorial works including magazines, newspapers, books, etc.,
· calendars, greeting cards, posters, banners, trade show displays, etc.,
· packaging including software, music CD’s, video tapes, DVD’s, retail, etc.,
· broadcast & theatrical presentations
· on-line newspapers, book presentations, web-site and multimedia design projects (on the strict condition that the image resolution of each Image so used may not exceed 72dpi).

3. Conditions of Grant of License: The grant of License with respect to each Image is subject to the following conditions, any breach of which you acknowledge will cause loss and damage to Licensor:

a) All images used, published or displayed on the World Wide Web or in any online, multi-media or other electronic or digital format may only be used, published or displayed in a resolution and format of 72 DPI or less, to prevent unauthorized replication or copying of the image from the web site in which the image is used;

b) No print quality images (whether low, medium or high resolution files) can be placed on-line in a downloadable or FTP (file transfer protocol) format;

c) Images may not be copied in whole or in part for any purpose other than for use by you as non-exclusive licensee, and may not be copied for re-sale, other than for inclusion in work generated by you;

d) You may not sell, license, or distribute work in any way which allows the client to access the images as a stand-alone file.

e) You may not rent, transfer or grant any rights to the Images, or any compilation, derivative or collective work containing the Images, to any third party without the prior written consent of Licensor;

f) You may not use, promote, offer or market Images for resale, redistribution, sublicense, rent, lease, or re-license;

g) You may not post Images on any electronic bulletin board, news group or on UseNet or similar facility or service;

h) You may not use, or permit others to use, Images, or any portion of an Image, in such a fashion as to create or have the Image be associated with any pornographic, libellous, defamatory, obscene, immoral, demeaning, fraudulent or objectionable design, image, website, publication, document, record, or use of any kind;

i) You may not use, or permit others to use, Images to create an endorsement or opinion, for or against, any political party, product or service, cause or organization or with respect to “sensitive” subjects which include by way of example, but are not limited to, hygiene products, promotion of sexual enhancement drugs, promotion of adult materials, sexual topics, sexuality, pornography, brochures with respect to child abuse, mental health issues, or similarly potentially controversial topics without express written permission from Licensor;

j) Images may not be used in association with any discriminatory content, whether with respect to age, gender, racial or ethnic origin, sexual orientation, marital status, physical or mental handicap, or similar matters, or content constituting hate literature;

k) Images, or any part thereof, may not be used or incorporated in any way as to form part of a logo, trademark, or service mark.

l) Images may not be used in a fashion contrary to applicable law and may not be shipped, transferred or exported into any country where so doing would be illegal, or used in any manner prohibited by Canadian laws, restrictions or regulations;

m) Use of any Image in a manner not expressly permitted in this Agreement is prohibited.

n) Licensor grants no rights and makes no warranties with regard to the use of names, trademarks, trade dress, or copyrighted designs or works of art or architecture, registered or unregistered, depicted in any Licensed Material, and Licensee must satisfy itself that all necessary rights or consents regarding any the above, as may be required for reproduction, have been obtained;

o) Licensor reserves the right to revoke the license to use a specific image for good cause and elect to replace the image with an alternative image. In the unlikely event that this should occur, upon notice of the revocation of a license for a particular image, Licensee shall immediately cease using such image and shall ensure that its clients and customers do likewise.

4. Further Limitations on Use: In the event that it is possible, for any reason, that, with respect to any works containing Images, that a use of the Image and the model(s) appearing therein may fall under the above noted conditions, you agree to seek the consent of Licensor before proceeding and further that you will not use Images in such circumstances without first obtaining such consent, which must be in writing. Written consent must be provided for the use of the image(s) under these circumstances. If in doubt, you agree to contact Licensor management by email to clarify the use of the image. Please contact info@designpics.com or call 1-877-337-5433 to inquire about image use consent.

5. Term and Termination: If you do not comply with the terms and conditions of this Agreement, the License shall be automatically terminated, in which case you will have no further permission, license or right to possession or use of Images and you must remove all copies of Images from media in which they are contained and no printed copies of the Images will be permitted for publication or distribution. You must further remove all digital copies of such Images from all hard drives or digital storage devices and destroy all digital copies contained on any removable hard drives, CD’s, DVD’s or any other media on which the images can be found. This license shall remain in force unless and until terminated.

6. Ownership: This Agreement grants a limited license allowing use of Images under the terms and conditions of this Agreement and not otherwise. You do not own the Images and no proprietary interest or any right or title is transferred to you. All right, title, interest and copyrights in the Images remain with Licensor or its licensors or contributing photographers. Images are protected by Canadian and international laws regarding copyrights and moral rights, as well as international treaties and other applicable laws. Licensor retains all rights not expressly granted by this license agreement, including all morale rights to the Images.

7. Limited Warranty: Licensor warrants the Images to be free from defects in material and workmanship for 90 days from delivery. Your sole and exclusive remedy for a breach of this warranty is the replacement of the Image or a refund of the pro-rated purchase price of that Image, at the option of Licensor.

8. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THERE ARE NO OTHER REPRESENTATIONS, WARRANTIES, TERMS, CONDITIONS, GUARANTEES OR COVENANTS, EXPRESS, IMPLIED OR OTHERWISE, GIVEN BY LICENSOR OR AFFECTING ANYTHING TO BE DELIVERED BY LICENSOR UNDER THIS AGREEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, YOU HEREBY WAIVE AND LICENSOR HEREBY DISCLAIMS ANY WARRANTY OR CONDITION OF MERCHANTABLE QUALITY OR FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTY OR CONDITION ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE.
WITHOUT DEROGATING FROM ANY OTHER LIMITATION OF LIABILITY CONTAINED IN THIS AGREEMENT, YOU AGREE THAT THE AGGREGATE OF ALL LIABILITY ON THE PART OF LICENSOR FOR BREACH OF ANY WARRANTY CONTAINED IN THIS AGREEMENT OR OF ANY OTHER PROVISION OF THIS AGREEMENT OR OF ANY AGREEMENT CONTEMPLATED BY THIS AGREEMENT OR ANY OTHER BREACH GIVING RISE TO LIABILITY, INCLUDING A BREACH OF A CONDITION OR FUNDAMENTAL TERM OR FUNDAMENTAL BREACH OR BREACHES OR IN ANY OTHER WAY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY AGREEMENT CONTEMPLATED BY THIS AGREEMENT, FOR ANY AND ALL CAUSES OF ACTION WHATSOEVER AND, REGARDLESS OF THE FORM OF ACTION (INCLUDING BREACH OF CONTRACT, STRICT LIABILITY OR TORT INCLUDING NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY), SHALL BE LIMITED TO YOUR ACTUAL DIRECT PROVABLE DAMAGES IN AN AMOUNT NOT TO EXCEED THE SUM OF ONE HUNDRED DOLLARS ($100.00) IN UNITED STATES CURRENCY.
YOU AGREE THAT, EVEN IF LICENSOR HAS BEEN ADVISED BY YOU OF THE POSSIBILITY OF SUCH DAMAGES, IN NO EVENT WILL LICENSOR BE LIABLE FOR DAMAGES IN THE NATURE OF PUNITIVE, EXEMPLARY, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION, LOST BUSINESS REVENUE, LOST PROFITS, FAILURE TO REALIZE EXPECTED SAVINGS OR REVENUES, LOSS OF DATA, LOSS OF BUSINESS OPPORTUNITY, ECONOMIC LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR ANY CLAIM AGAINST YOU BY ANY OTHER PARTY.
THIS AGREEMENT PROVIDES LICENSES AND SERVICES AND IS NOT A SALE OF GOODS AND IN ANY EVENT THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE SALE OF GOODS IS EXPRESSLY DISCLAIMED AND NOT APPLICABLE TO THIS AGREEMENT.
9. Equitable Remedies and Injunctions: You agree and acknowledge that a breach of this Agreement by you will cause Licensor irreparable harm from which no adequate remedy exists at law, and for which damages will not be an adequate remedy, and that upon any such breach or threatened breach Licensor shall be entitled to injunctive relief without prejudice to any other right in law or equity and without the necessity of prior demand or proof of damage.
10. Governing Law: This Agreement will be governed by the laws in force in the Province of Alberta, excluding the application of its conflicts of law rules. Subject to the rights of Licensor to make application for injunctive or other equitable relief in any court of competent jurisdiction, you hereby agree that the jurisdiction for enforcement of this Agreement and any disputes related to it shall be the Court of Queen’s Bench, or its successor, at Edmonton, Alberta, Canada and you specifically attorn to the jurisdiction of the said court.

11. Severability: If any part of this Agreement is found void and unenforceable, it will not affect the validity of the balance of the Agreement, which shall remain valid and enforceable according to its terms. You agree that the Software (images) will not be shipped, transferred or exported into any country or used in any manner prohibited by Canadian Federal Law, restrictions or regulations.

12. Enurement: This Agreement shall enure to the benefit of the parties and their respective heirs, executors and permitted assigns.

13. Assignment: You may not assign this Agreement which is a mere license personal to you.

By proceeding with the purchase and or use of any images from Design Pics, you have fully agreed to the above terms and conditions as set out in this agreement.