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Terms of Use

Use of this Web site means you agree to the following terms of use (the "Terms of Use"). If you do not agree with these terms you should leave this Web site (the "Site") immediately, not use the files herein, and/or not subscribe to this service.

This Site is owned, hosted and operated by JUPITERIMAGES, a wholly owned subsidiary of Getty Images, Inc. (hereafter collectively, "JUPITERIMAGES")

Any Content downloaded by you from this Site, including, without limitation, any files, images incorporated in or generated by the software, and data accompanying the software (collectively, the "Content") is licensed to you by JUPITERIMAGES. Downloading the Content does not transfer title to the Content, or any intellectual property rights therein, to you. You may not redistribute or sell the content.

This Site contains copyrighted animations, photographs, images, videos, footage, text, music, and sounds (collectively the "Content") which is owned by JUPITERIMAGES or its licensors. It is illegal to duplicate, download or distribute any Content from this Site except for your use, and you are subject to the Usage Guidelines. You may not use photos or images of people or identifiable entities in any manner that suggests the endorsement or association of any product or service or in connection with any pornographic or immoral materials.

If you believe that content appearing on the Site constitutes copyright infringement of another party's rights, please follow the instructions on our Copyrights and Copyright Web page .

The design or layout of any Web site owned, operated, licensed, or controlled by or associated with JUPITERIMAGES, is protected by United States and International law and other intellectual property proprietary rights and may not be copied or imitated in whole or in part.

Individual Web sites within JUPITERIMAGES have legal and license terms which supplement these terms.

LIMITATION OF WARRANTY AND DAMAGES EXCEPT AS PROVIDED IN THE END USER LICENSE AGREEMENT THAT COMES WITH THE SOFTWARE, JUPITERIMAGES MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT TO ANY PRODUCT OR THE RELATED DOCUMENTATION AND TO THE EXTENT PERMITTED UNDER APPLICABLE LAW THE SITE IS DELIVERED "AS IS." THE WARRANTY STATED HEREIN IS EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY EXPRESS OR IMPLIED WARRANTY OF ACCURACY, CORRECTNESS, RELIABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT, AND SUCH WARRANTY CONSTITUTES THE ONLY WARRANTY MADE BY JUPITERIMAGES. WITH RESPECT TO THE SITE, CONTENT, AND SOFTWARE.

JUPITERIMAGES DOES NOT WARRANT THAT THE CONTENT OR FUNCTIONS CONTAINED IN THE SITE WILL BE FREE FROM ERRORS, INTERRUPTIONS, OMISSIONS, DEFECTS, VIRUSES, OR OTHER DAMAGING ELEMENTS, OR THAT JUPITERIMAGES WILL CORRECT ANY ERRORS, OMISSIONS, OR DEFECTS. YOU ASSUME THE COST OF SERVICE, REPAIRS, OR CORRECTIONS TO YOUR HARDWARE, SOFTWARE, OR OTHER EQUIPMENT.

IN NO EVENT WILL JUPITERIMAGES OR ANY OF ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, LICENSORS, SUPPLIERS, OR DISTRIBUTORS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, ECONOMIC, OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE, EVEN IF JUPITERIMAGES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL LIABILITY OF JUPITERIMAGES OR ANY OF ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, LICENSORS, SUPPLIERS, OR DISTRIBUTORS EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING OR USING THIS SITE, OR PURCHASING OR DOWNLOADING PRODUCTS FROM THIS SITE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

PRODUCT AVAILABILITY Products, services, and programs in this publication may not be available in your country. References to any product, service, or program do not imply that JUPITERIMAGES intends to make available such products, services, or programs in your country.

UNITED STATES GOVERNMENT EXPORT CONTROLS Software from this Site is subject to United States export controls. No software from this site may be downloaded or otherwise exported or re-exported (i) into (or to a national or resident of) Cuba, Iraq, Libya, North Korea, Iran, Syria, or any other country to which the U.S. has embargoed goods; or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders. By downloading or using the Software, you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list.

LINKS TO THIRD-PARTY SITES. JUPITERIMAGES PROVIDES LINKS TO THIRD-PARTY SITES AS A CONVENIENCE TO YOU. JUPITERIMAGES DOES NOT CONTROL THIRD-PARTY SITES OR LINKS TO THIRD-PARTY SITES. JUPITERIMAGES IS NOT RESPONSIBLE FOR THE CONTENT OF ANY LINKED SITES. LINKS TO THIRD-PARTY SITES ARE NOT ENDORSEMENTS BY JUPITERIMAGES OF SUCH SITES.

OTHER LEGAL INFORMATION These Terms of Use shall be governed by and construed in accordance with the laws of Arizona , U.S.A. These Terms of Use contain the entire understanding of the parties hereto relating to the use of this Site and supersedes any prior written or oral agreement or understandings between the parties with respect to this Site, and cannot be changed or terminated orally. The invalidity or unenforceability of any provision of these Terms of Use will not affect the validity or enforceability of any other provision of these Terms of Use. JUPITERIMAGES reserves the right to terminate these Terms of Use without notice if, in JUPITERIMAGES sole discretion, you fail to comply with any of these Terms of Use. Upon termination, you must destroy all materials obtained from this site, copies, and related documentation thereof. In addition, JUPITERIMAGES reserves the right to terminate this site without notice.

ABLESTOCK.COM, AGENCESIMAGES, ANIMATIONS.COM, BANANASTOCK, BOTANICA, BRAND X PICTURES, CLIPART.COM, COMSTOCK IMAGES, COMSTOCK 1700K, CREATAS IMAGES, DYNAMIC GRAPHICS, FOODPIX, GOODSHOOT, HEMERA, IT STOCK FREE, JUPITERIMAGES, LIQUIDLIBRARY, LIQUIDTREAT, NONSTOCK, PHOTIS, PHOTOOBJECTS.NET, PHOTOS.COM, PICTUREARTS, PICTUREQUEST, PRDIRECT, THINKSTOCK IMAGES, AND THINKSTOCK FOOTAGE are the exclusive trademarks of JUPITERIMAGES. All product names are either trademarks or registered trademarks of JUPITERIMAGES, or its affiliates or licensors. All rights reserved. Microsoft, Windows, and the Windows logo are registered trademarks of the Microsoft Corporation. Macintosh, Apple, and the Macintosh logo are registered trademarks of Apple Computer, Inc.

Some of the information on this Web site may contain projections or other forward-looking statements regarding future events or the future financial performance of JUPM. We wish to caution you that these statements are only predictions and that the actual events or results may differ materially. JUPM files documents from time to time with the Securities and Exchange Commission, specifically, our most recent prospectus. These documents contain and identify important factors that could cause the actual results to differ materially from those contained in our projections or forward-looking statements. They include, among others, potential fluctuations in quarterly results, retention and dependence on personnel; dependence on Internet advertising and a limited number of advertisers, rapid technological and market change, competition, risks associated with Internet infrastructure, volatility of stock price, limited protection of intellectual property, and future growth subject to risks.

ALL RIGHTS NOT EXPRESSLY GRANTED HEREIN ARE RESERVED

ROYALTYFREEMUSIC.COM LICENSE AGREEMENT

THIS IS A LEGAL AGREEMENT (THE "AGREEMENT") BETWEEN LICENSEE, PURCHASER (IF ANY) AND THE SUBSIDIARY OF GETTY IMAGES, INC. IDENTIFIED IN SECTION 10.9 BELOW ("GETTY IMAGES"). THIS AGREEMENT APPLIES TO LICENSES ISSUED VIA THE WEB AND VIA LOCAL SALES REPRESENTATIVES, AND IS APPLICABLE TO ONLINE, DIGITAL AND ANALOG (PHYSICAL) DELIVERY OF LICENSED MATERIAL. BY ORDERING A LICENSE, LICENSEE AND, IF APPLICABLE, PURCHASER, IS CONFIRMING THAT IT HAS CAPACITY TO FORM A CONTRACT UNDER ITS LOCAL LAWS.

Last updated February 2011.

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

1.1 "Invoice" means the computer-generated or pre-printed standard form invoice provided by Getty Images that shall include, without limitation, the Getty Images licensing company, the Licensed Material selected and the corresponding price for the license of such Licensed Material ("License Fee"). The Invoice shall be incorporated into this Agreement and all references to the Agreement shall include the Invoice.

1.2 "Licensed Material" means any music (including musical compositions and sound recordings), sounds and sound effects, original digital files, or any copies thereof, or any other music product protected by copyright, trademark, patent or other intellectual property right, which is licensed to Licensee by Getty Images 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.

1.3 "Licensee" means the entity purchasing a license hereunder or, if there is a separate Purchaser, the entity specifically designated as Licensee during the purchase process and set forth as such in the Invoice.

1.4 "Licensee Work" means an end product, service, campaign or publication that has been created by or on behalf of Licensee using independent skill and effort and that incorporates a Reproduction of the Licensed Material as well as other material.

1.5 "Purchaser" means the entity purchasing the license hereunder on behalf of a third-party Licensee.

1.6 "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, the distortion, alteration, cropping or manipulation of the whole or any part of the Licensed Material, and the creation of any derivative work from, or that incorporates, the Licensed Material.

1.7 "User" means any employee or subcontractor of Licensee who: (i) downloads, manipulates, edits, modifies or saves the digital file containing the Licensed Material; (ii) is otherwise directly involved in the creative process utilizing the Licensed Material; or (iii) incorporates the Licensed Material within any derivative work.

2. Grant of Rights. Subject to the terms of this Agreement:

2.1 Getty Images grants to Licensee a direct, perpetual, non-exclusive, non-transferable, non-sublicensable, worldwide right, inclusive of mechanical and performing rights (subject to Section 2.5 below), to use and Reproduce the Licensed Material an unlimited number of times in any and all media for all purposes other than those uses prohibited under Section 3 of this Agreement. All Licensed Material must be downloaded within one (1) year of the date of purchase.

2.2 Licensee may edit, modify or alter the Licensed Material as necessary for its intended use, provided that: (i) any such editing, modification or alteration does not give rise to any ownership rights or claims, including copyright, on the part of Licensee in or to the Licensed Material; and (ii) Licensee agrees that, if requested by Getty Images, Licensee will, without any payment or other consideration, execute a written assignment of any such rights to Getty Images.

2.3 Licensee may have the Licensed Material Reproduced by subcontractors of Licensee (including Purchaser) for preparation of the Licensee Work, provided that such subcontractors agree to abide by the provisions of this Agreement.

2.4 Licensee may store the Licensed Material in a digital library, network configuration or similar arrangement to allow the Licensed Material to be accessed by employees, partners and clients of Licensee, so long as there is no more than one (1) User.

2.5 Getty Images has used reasonable efforts to ensure that it owns and holds all rights to all Licensed Material and that it may issue direct licenses, inclusive of all performing rights, mechanical rights or any other similar rights, without need of payment for further royalties to any performing, mechanical or other similar rights societies (such as ASCAP, BMI, SESAC, PRS, MCPS, JASRAC, GEMA, etc.). However, in certain jurisdictions outside of the United States (for example, France and Spain), Licensee may be required to pay royalties to performing rights or other rights societies due to the exploitation of the Licensed Material in that jurisdiction (regardless of whether any of the contributors of the Licensed Material is a member of the applicable societies and/or if a contributor later becomes a member of the applicable societies). You must determine if such requirements exist in the applicable jurisdiction.

3. Restrictions.

3.1 Licensee may not: (i) make the Licensed Material available (separate from the Licensee Work) in any medium accessible by persons other than a single User; (ii) make the Licensee Work available in any medium or manner intended to allow or invite a third party to download, extract or access the Licensed Material as a standalone file, such as for a digital download; or (iii) use the title or subtitle of the Licensed Material as the title of any Licensee Work or any item that incorporates the Licensed Material.

3.2 Licensee may not, without obtaining the prior written consent of Getty Images and the payment of additional License Fees: (i) include the Licensed Material in an electronic template intended to be Reproduced by third parties including, without limitation, in a product or service that enables an end user to create soundtracks, in a system that resells products that include the Licensed Material, or in any “build-it-yourself” media tools; (ii) use or display the Licensed Material on websites or in any other medium designed to induce or involving the sale, license or other distribution of "on demand" products, including, without limitation, electronic greeting cards, voicemail greetings, ring tones, multi-media albums or presentations, or similar items; (iii) use or display the Licensed Material in an electronic format that enables it to be downloaded or distributed via mobile or wireless devices or shared in any peer-to-peer or similar file sharing arrangement; (iv) use the Licensed Material as a component of a larger musical composition, including but not limited to “sample-based” musical productions; (v) use the Licensed Material to manufacture, distribute or sell audio-only products, whether in the form of compact discs (CD’s), cassettes, phonographs, digital downloads or any other format or media now known or hereafter devised; (vi) sub-license, re-sell, rent, lend, assign, gift or otherwise transfer or distribute the Licensed Material or the rights granted under this Agreement; (vii) manufacture or distribute more than five thousand (5,000) units of the Licensee Work; or (viii) in the case of in-store, in-office or on-hold background music, use the Licensed Material in more than five (5) physical locations.

3.3 Licensee may not reverse engineer, decompile, or disassemble any part of the Licensed Material.

3.4 Licensee may not falsely represent, expressly or impliedly, that Licensee is the original creator of an audio or visual work that derives a substantial part of its artistic components from the Licensed Material.

3.5 Licensed Material shall not be incorporated into a logo, corporate ID, trademark or service mark, nor used as the theme song for any film, television show, or other broadcast or program, without obtaining the prior written consent of Getty Images.

3.6 Defamatory or otherwise unlawful use of Licensed Material is strictly prohibited, whether directly or in context or juxtaposition with specific subject matter. Licensee shall also comply with any applicable regulations and/or industry codes.

3.7 While efforts have been made to correctly caption the subject matter of, and to provide other information (including metadata) related to, the Licensed Material, Getty Images does not warrant the accuracy of such information.

3.8 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 subsequently disputes such power or authority, Purchaser shall be bound and liable for any failure of Licensee to comply with the terms of this Agreement. Nothing in this Section 3.8 shall serve to excuse Purchaser's obligation to make payment to Getty Images of the License Fee.

3.9 If the Licensed Material is Reproduced on a website, Licensee shall post terms and conditions on the website that include restrictions on downloading the Licensed Material for other than personal use, and prohibit republication, retransmission, reproduction or other use of the Licensed Material.

4. Credit and Intellectual Property.

4.1 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, Getty Images grants Licensee no right or license, express or implied, to the Licensed Material.

4.2 Trademarks. In connection with the use of "RoyaltyFreeMusic.com" or any other of Getty Images’ or its partners’ trade names, trademarks, logos or service marks, including the names of all Licensed Material collections ("Marks"), Licensee acknowledges and agrees that (i) such Marks are and shall remain the sole property of Getty Images or its partners; (ii) except as expressly required in order to satisfy credit obligations under this Agreement, nothing shall confer upon Licensee any right of use in or to the Marks; and (iii) Licensee shall not now or in the future contest the validity of Getty Images’ Marks.

4.3 Audio/Visual Production Credit. If Licensed Material is used in an audio/visual production where credits are accorded to other providers of licensed material, credit shall be accorded, where technically feasible, in equal size and comparable placement to such other credit(s), substantially in the form "Music supplied by Getty Images".

4.4 Notice of Violations. Licensee will immediately notify Getty Images 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 Getty Images’ intellectual property rights, including, but not limited to, Marks and copyrights.

4.5 No Removal of Notices. Licensee shall not remove any copyright, trademark, watermark, or other legal notice from any place where it is on or embedded in the Licensed Material.

5. Warranty and Limitation of Liability.

5.1 Getty Images warrants that: (i) 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); (ii) it has all necessary rights and authority to enter into and perform this Agreement; and (iii) Licensee's use of the Licensed Material in accordance with this Agreement and in the form delivered by Getty Images (i.e., excluding any modifications made by Licensee), will not infringe on any copyright, moral right, trademark or other intellectual property right and will not violate any right of privacy or right of publicity; provided, however, that Licensee shall be responsible for any payments required in jurisdictions outside of the United Sates per Section 2.5 above, as well as payment of any amounts that may be due, and compliance with any other terms of, any applicable collective bargaining agreement(s) or other agreements entered into by Licensee as a result of its use of the Licensed Material.

5.2 GETTY IMAGES DOES NOT MAKE 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. GETTY IMAGES SHALL NOT BE LIABLE TO LICENSEE OR ANY OTHER PERSON OR ENTITY FOR ANY PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR OTHER SIMILAR DAMAGES, COSTS OR LOSSES ARISING OUT OF THIS AGREEMENT, EVEN IF GETTY IMAGES HAS 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. WITHOUT LIMITING ANY OTHER TERM HEREIN, GETTY IMAGES SHALL NOT BE LIABLE FOR ANY DAMAGES, COSTS OR LOSSES ARISING AS A RESULT OF MODIFICATIONS MADE TO THE LICENSED MATERIAL BY LICENSEE OR THE CONTEXT IN WHICH LICENSED MATERIAL IS USED IN A LICENSEE WORK.

6. Indemnification.

6.1 Licensee shall defend, indemnify and hold harmless Getty Images and its parent, subsidiaries and commonly owned or controlled affiliates and their respective officers, directors and employees from all damages, liabilities and expenses (including reasonable outside attorneys' fees), arising out of or as a result of claims by third parties relating to Licensee's use of any Licensed Material outside the scope of this Agreement or any other actual or alleged breach by Licensee of this Agreement.

6.2 Provided Licensed Material is used only in accordance with this Agreement and Licensee is not otherwise in breach of this Agreement or any payment obligations to Getty Images, and as Licensee's sole and exclusive remedy for any breach of the representations and warranties set forth in Section 5.1(ii) and (iii) above, Getty Images shall, subject to the terms of Section 5.2 above, defend, indemnify and hold harmless Licensee and its parent, subsidiaries and commonly owned or controlled affiliates and their respective officers, directors and employees from damages, liabilities and expenses (including reasonable outside attorney's fees), arising out of or connected with any actual lawsuit or legal proceeding alleging that Getty Images is in breach of its warranties set forth in Section 5.1(ii) and (iii) above. The total maximum aggregate liability of Getty Images under this Agreement and any other agreement with Getty Images pursuant to which Licensee has licensed the same content (regardless of the file size, or the use or exploitation of any or all of the content in any manner whatsoever), and the obligation of Getty Images under this Section, shall be limited to an aggregate of ten thousand ($10,000) US dollars per item of Licensed Material. For greater clarity, Getty Images’ liability to Licensee in respect of the content shall not exceed ten thousand ($10,000) US dollars per item of Licensed Material regardless of the number of times that Licensee has licensed the same content from Getty Images. The foregoing states Getty Images’ entire indemnification obligation under this Agreement.

6.3 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 as may be reasonably requested by indemnifying party. Indemnified party shall have the right to participate in such litigation, at its expense, through counsel selected by indemnified party. 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, and Getty Images shall not be liable for any losses arising from Licensee’s failure to discontinue use pursuant to Section 10.3 below.

7. Condition of Licensed Material. Licensee should examine all Licensed Material for possible defects (whether digital or otherwise) before sending any Licensed Material for Reproduction. Without prejudice to Section 5.1(i) above, Getty Images 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. Electronic Invoicing; Interest on Overdue Invoices. Licensee and Purchaser agree to receive invoices from Getty Images electronically via the email address associated with Licensee’s and/or Purchaser’s Getty Images account. If Licensee fails to pay the Invoice in full within the time specified in the Invoice, Getty Images 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.

9. Unauthorized Use and Termination. Any use of Licensed Material in a manner not expressly authorized by this Agreement (including, without limitation, use of Licensed Material by more than one (1) User without purchase of additional seat licenses) constitutes copyright infringement, entitling Getty Images 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 Getty Images’ other remedies under this Agreement, Getty Images reserves the right to charge and Licensee agrees to pay a fee equal to five (5) times Getty Images’ single-track list price for each unauthorized use of the Licensed Material. Getty Images reserves the right to terminate this Agreement in the event Licensee: (i) enters the Agreement after having received notice of unauthorized use from Getty Images relating to the Licensed Material; (ii) fails to pay the License Fee in full within the time specified in the Invoice; or (iii) otherwise breaches the terms of this Agreement. Upon termination, Licensee must immediately (I) stop using the Licensed Material; and (II) destroy or, upon the request of Getty Images, return to Getty Images the Licensed Material and, in the case of termination by Getty Images for cause, the Licensee Work in the possession or control of Licensee.

10. Miscellaneous Terms.

10.1 Audit/Certificate of Compliance. Upon reasonable notice, Licensee shall provide sample copies of Reproductions containing any Licensed Material to Getty Images. In addition, upon reasonable notice, Getty Images 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. If any such audit reveals an underpayment by Licensee to Getty Images of five percent (5%) or more of the amount Licensee should have paid for the time period that is the subject of the audit, in addition to paying Getty Images the amount of such underpayment, Licensee shall also reimburse Getty Images for the costs of conducting such audit. Where Getty Images reasonably believes that Licensed Material is being used by more than a single User, or that Licensed Material is being used outside of the scope of the license granted under this Agreement, Licensee shall, at Getty Images’ request, provide a certificate of compliance signed by an officer of Licensee, in a form to be approved by Getty Images.

10.2 Electronic Storage. For all Licensed Material that is delivered to Licensee in electronic form, Licensee must retain the copyright symbol, the name of Getty Images, the Licensed Material's identification number and any other information as may be embedded in the electronic file containing the original Licensed Material. Licensee shall maintain a robust firewall to safeguard against unauthorized third-party access to the Licensed Material.

10.3 Withdrawal. Upon notice from Getty Images, or upon Licensee's knowledge that any Licensed Material may be subject to a claim of infringement of another’s right for which Getty Images may be liable, Getty Images may require Licensee to immediately and at its own expense (i) stop using the Licensed Material; (ii) delete or remove the Licensed Material from its premises, computer systems and storage (electronic or physical); and (iii) ensure that its clients do likewise. Getty Images shall provide Licensee with comparable Licensed Material (which comparability will be determined by Getty Images in its reasonable commercial judgment) free of charge, but subject to the other terms and conditions of this Agreement.

10.4 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 finally settled by binding arbitration by a single arbitrator selected using the rules and procedures for arbitrator selection under the Commercial Rules of the American Arbitration Association ("AAA") or of the International Chamber of Commerce ("ICC") (the applicable rules to be at Licensee’s discretion) to be held in one of the following jurisdictions (whichever is closest to Licensee): Seattle, Washington; New York, New York; Los Angeles, California; London, England; Paris, France; Frankfurt, Germany; Tokyo, Japan; or Singapore. The United Nations Convention on Contracts for the International Sale of Goods does not govern this Agreement. The prevailing party shall be entitled to recover its reasonable legal costs relating to that aspect of its claim or defense on which it prevails, and any opposing costs awards shall be offset. Notwithstanding the foregoing, Getty Images 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 Getty Images, such action is necessary or desirable.

10.5 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.

10.6 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.

10.7 Entire Agreement. This Agreement is intended for business customers of Getty Images and contains all the terms of the license agreement. No terms or conditions may be added or deleted unless made in writing and either signed by an authorized representative of Getty Images or issued electronically by Getty Images and signed by an authorized representative of Licensee. 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.

10.8 Taxes. All License Fees are exclusive of any applicable sales, use, withholding or other transactional taxes, which are the sole responsibility of Licensee or Purchaser (if any).

10.9 Licensing Company. The licensing entity under this Agreement shall be determined by the billing address of the Licensee or, if any, Purchaser, as follows:

LICENSEE/PURCHASER LOCATION GETTY IMAGES LICENSOR (LOCATION)

United States Getty Images (US), Inc. (United States)

Spain Getty Images Sales Spain SL (Spain)

Portugal Getty Images Sales Portugal, Unipessoal, Lda. (Portugal)

Brazil Getty Images Venda de Imagens (Brazil)

Australia Getty Images Sales Australia Pty Limited (Australia)

New Zealand Getty Images Sales New Zealand Limited (New Zealand)

Malaysia Getty Images Pte Limited, Malaysia branch (Malaysia)

Thailand Getty Images (Thailand) Limited (Thailand)

Philippines Getty Images Pte Limited, Philippines branch (Philippines)

Hong Kong Getty Images Sales Hong Kong Limited (Hong Kong)

Singapore Getty Images Sales Singapore Pte Limited (Singapore)

Japan Getty Images Sales Japan G.K. (Japan)

All other countries Getty Images International (Ireland)

ROYALTYFREEMUSIC.COM SUBSCRIPTION LICENSE AGREEMENT

THIS IS A LEGAL AGREEMENT (THE "AGREEMENT") BETWEEN LICENSEE, PURCHASER (IF ANY) AND THE SUBSIDIARY OF GETTY IMAGES, INC. IDENTIFIED IN SECTION 12.9 BELOW ("GETTY IMAGES"). THIS AGREEMENT APPLIES TO LICENSES ISSUED VIA THE WEB AND VIA LOCAL SALES REPRESENTATIVES, AND IS APPLICABLE TO ONLINE, DIGITAL AND ANALOG (PHYSICAL) DELIVERY OF LICENSED MATERIAL. BY ORDERING A LICENSE, LICENSEE AND, IF APPLICABLE, PURCHASER, IS CONFIRMING THAT IT HAS CAPACITY TO FORM A CONTRACT UNDER ITS LOCAL LAWS.

Last updated February 2011.

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

1.5 "Purchaser" means the entity purchasing the license hereunder on behalf of a third-party Licensee.

2. Grant of Rights. Subject to the terms of this Agreement:

2.1 Getty Images grants to Licensee a direct, non-exclusive, non-transferable, non-sublicensable, worldwide right, inclusive of mechanical and performing rights (subject to Section 2.6 below), to access the RoyaltyFreeMusic.com subscription and use the Licensed Material made available to Licensee through the subscription an unlimited number of times during the term of the RoyaltyFreeMusic.com subscription purchased as identified in the Invoice ("Term") in any and all media for all purposes other than those uses prohibited under Section 3 of this Agreement. Licensee may edit, modify or alter the Licensed Material as necessary for its intended use, provided that: (i) any such editing, modification or alteration does not give rise to any ownership rights or claims, including copyright, on the part of Licensee in or to the Licensed Material; and (ii) Licensee agrees that, if requested by Getty Images, Licensee will, without any payment or other consideration, execute a written assignment of any such rights to Getty Images.

2.2 LICENSEE IS GRANTED A ONE (1) PERSON SEAT LICENSE FOR USE OF THE LICENSED MATERIAL FOR EACH USER SEAT PURCHASED. THIS IS NOT A SIMULTANEOUS USE LICENSE. ONLY ONE (1) USER MAY ACCESS THE ROYALTYFREEMUSIC.COM SUBSCRIPTION OR USE LICENSED MATERIAL, AS APPLICABLE. EACH USER SHALL BE REQUIRED TO HAVE A SEAT LICENSE. SEAT LICENSES SHALL BE REQUIRED FOR ANY ADDITIONAL “USER(S)”. A User may not download Licensed Material and share such Licensed Material with a non-User or act as a designated downloader who shares Licensed Material with non-Users. Licensee must purchase additional seat licenses if there is more than one (1) User before such additional use begins.

2.3 Following expiration of the Term, Licensee may continue to use any Licensed Material incorporated into a Licensee Work during the Term, but only in the same form as the Licensee Work that was created during the Term. If the individual entering into this Agreement is an agent, accessing the subscription and using the Licensed Material on behalf of a client, this continued use may be exercised by the client and such individual solely to the extent the individual who entered into this Agreement is doing work authorized by and on behalf of that client.

2.4 Licensee may have the Licensed Material Reproduced by subcontractors of Licensee (including Purchaser) for preparation of the Licensee Work, provided that such subcontractors agree to abide by the provisions of this Agreement.

2.5 Licensee may store the Licensed Material in a digital library, network configuration or similar arrangement to allow the Licensed Material to be accessed by employees, partners and clients of Licensee, so long as there is no more than one (1) User.

2.6 Getty Images has used reasonable efforts to ensure that it owns and holds all rights to all Licensed Material and that it may issue direct licenses, inclusive of all performing rights, mechanical rights or any other similar rights, without need for payment of further royalties to any performing, mechanical or other similar rights societies (such as ASCAP, BMI, SESAC, PRS, MCPS, JASRAC, GEMA, etc.). However, in certain jurisdictions outside of the United States (for example, France and Spain), Licensee may be required to pay royalties to performing rights or other rights societies due to the exploitation of the Licensed Material in that jurisdiction (regardless of whether any of the contributors of the Licensed Material is a member of the applicable societies and/or if a contributor later becomes a member of the applicable societies). You must determine if such requirements exist in the applicable jurisdiction.

3. Restrictions.

3.1 Licensee may not share or disclose any password to any other user or third party other than as specifically provided for herein, and Licensee agrees to hold all passwords for any subscription in the strictest of confidence. If Licensee breaches any provision of this section, Getty Images shall be entitled to (i) terminate this Agreement immediately, (ii) retain all payments paid pursuant to this Agreement, and (iii) seek any legal or equitable remedies.

3.2 Licensee may not download more than the permitted quantity of Licensed Material during the subscription term (no more than thirty (30) music tracks and three hundred (300) sound effects per month for the annual subscription, and no more than fifteen (15) music tracks and three hundred (300) sound effects per month for the monthly subscription). Licensee shall not stockpile, download, or otherwise store Licensed Material not used during the Term for future use. Getty Images may (a) monitor, as frequently as Getty Images determines, anything Licensee downloads from the RoyaltyFreeMusic.com Web site, (b) track any abuse of Licensee’s username(s) and password(s), and (c) suspend or terminate Licensee’s RoyaltyFreeMusic.com subscription, without notice, if Getty Images believes there is a violation of this Agreement and/or any abuse or sharing of Licensee’s username and password.

3.3 Licensee may not: (i) make the Licensed Material available (separate from the Licensee Work) in any medium accessible by persons other than authorized Users; (ii) make the Licensee Work available in any medium or manner intended to allow or invite a third party to download, extract or access the Licensed Material as a standalone file, such as for a digital download; or (iii) use the title or subtitle of the Licensed Material as the title of any Licensee Work or any item that incorporates the Licensed Material.

3.4 Licensee may not, without obtaining the prior written consent of Getty Images and the payment of additional License Fees: (i) include the Licensed Material in an electronic template intended to be Reproduced by third parties including, without limitation, in a product or service that enables an end user to create soundtracks, in a system that resells products that include the Licensed Material, or in any “build-it-yourself” media tools; (ii) use or display the Licensed Material on websites or in any other medium designed to induce or involving the sale, license or other distribution of "on demand" products, including, without limitation, electronic greeting cards, voicemail greetings, ring tones, multi-media albums or presentations, or similar items; (iii) use or display the Licensed Material in an electronic format that enables it to be downloaded or distributed via mobile or wireless devices or shared in any peer-to-peer or similar file sharing arrangement; (iv) use the Licensed Material as a component of a larger musical composition, including but not limited to “sample-based” musical productions; (v) use the Licensed Material to manufacture, distribute or sell audio-only products, whether in the form of compact discs (CD’s), cassettes, phonographs, digital downloads or any other format or media now known or hereafter devised; (vi) sub-license, re-sell, rent, lend, assign, gift or otherwise transfer or distribute the Licensed Material or the rights granted under this Agreement; (vii) manufacture or distribute more than five thousand (5,000) units of the Licensee Work; or (viii) in the case of in-store, in-office or on-hold background music, use the Licensed Material in more than five (5) physical locations.

3.5 Licensee may not reverse engineer, decompile, or disassemble any part of the Licensed Material.

3.6 Licensee may not falsely represent, expressly or impliedly, that Licensee is the original creator of an audio or visual work that derives a substantial part of its artistic components from the Licensed Material.

3.7 Licensed Material shall not be incorporated into a logo, corporate ID, trademark or service mark, nor used as the theme song for any film, television show, or other broadcast or program, without obtaining the prior written consent of Getty Images.

3.8 Defamatory or otherwise unlawful use of Licensed Material is strictly prohibited, whether directly or in context or juxtaposition with specific subject matter. Licensee shall also comply with any applicable regulations and/or industry codes.

3.9 While efforts have been made to correctly caption the subject matter of, and to provide other information (including metadata) related to, the Licensed Material, Getty Images does not warrant the accuracy of such information.

3.10 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 subsequently disputes such power or authority, Purchaser shall be bound and liable for any failure of Licensee to comply with the terms of this Agreement. Nothing in this Section 3.10 shall serve to excuse Purchaser's obligation to make payment to Getty Images of the License Fee.

3.11 If the Licensed Material is Reproduced on a website, Licensee shall post terms and conditions on the website that include restrictions on downloading the Licensed Material for other than personal use, and prohibit republication, retransmission, reproduction or other use of the Licensed Material.

4. User Accounts.

Getty Images will provide Licensee with a number of User accounts as specified in the Invoice, to access Licensed Material on the RoyaltyFreeMusic.com website. Licensee will be responsible for tracking all activity for each User account and shall, furthermore: (a) maintain the security of all passwords and identifications issued in connection with each User account; (b) notify Getty Images immediately of any unauthorized use of any User account or other breach of security; (c) accept all responsibility for any and all activities that occur under each User account; and (d) accept all risks of unauthorized access to the User accounts by individuals acting or purportedly acting on Licensee’s behalf.

5. Credit and Intellectual Property.

5.1 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, Getty Images grants Licensee no right or license, express or implied, to the Licensed Material.

5.2 Trademarks. In connection with the use of "RoyaltyFreeMusic.com" or any other of Getty Images’ or its partners’ trade names, trademarks, logos or service marks, including the names of all Licensed Material collections ("Marks"), Licensee acknowledges and agrees that (i) such Marks are and shall remain the sole property of Getty Images or its partners; (ii) except as expressly required in order to satisfy credit obligations under this Agreement, nothing shall confer upon Licensee any right of use in or to the Marks; and (iii) Licensee shall not now or in the future contest the validity of Getty Images’ Marks.

5.3 Audio/Visual Production Credit. If Licensed Material is used in an audio/visual production where credits are accorded to other providers of licensed material, credit shall be accorded, where technically feasible, in equal size and comparable placement to such other credit(s), substantially in the form "Music supplied by Getty Images".

5.4 Notice of Violations. Licensee will immediately notify Getty Images 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 Getty Images’ intellectual property rights, including, but not limited to, Marks and copyrights.

5.5 No Removal of Notices. Licensee shall not remove any copyright, trademark, watermark, or other legal notice from any place where it is on or embedded in the Licensed Material.

6. Warranty and Limitation of Liability.

6.1 Getty Images warrants that: (i) 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); (ii) it has all necessary rights and authority to enter into and perform this Agreement; and (iii) Licensee's use of the Licensed Material in accordance with this Agreement and in the form delivered by Getty Images (i.e., excluding any modifications made by Licensee), will not infringe on any copyright, moral right, trademark or other intellectual property right and will not violate any right of privacy or right of publicity; provided, however, that Licensee shall be responsible for any payments required in jurisdictions outside of the United Sates per Section 2.6 above, as well as payment of any amounts that may be due, and compliance with any other terms of, any applicable collective bargaining agreement(s) or other agreements entered into by Licensee as a result of its use of the Licensed Material.

6.2 GETTY IMAGES DOES NOT MAKE 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. GETTY IMAGES SHALL NOT BE LIABLE TO LICENSEE OR ANY OTHER PERSON OR ENTITY FOR ANY PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR OTHER SIMILAR DAMAGES, COSTS OR LOSSES ARISING OUT OF THIS AGREEMENT, EVEN IF GETTY IMAGES HAS 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. WITHOUT LIMITING ANY OTHER TERM HEREIN, GETTY IMAGES SHALL NOT BE LIABLE FOR ANY DAMAGES, COSTS OR LOSSES ARISING AS A RESULT OF MODIFICATIONS MADE TO THE LICENSED MATERIAL BY LICENSEE OR THE CONTEXT IN WHICH LICENSED MATERIAL IS USED IN A LICENSEE WORK.

6.3 All websites of Getty Images and its divisions and subsidiary companies as well as electronically-delivered Getty Images products will be provided by Getty Images on an "as is" and "as available" basis. Licensee acknowledges that websites and products may be subject to temporary shutdowns from time to time for maintenance or due to causes beyond Getty Images’ reasonable control and that Getty Images shall not have any liability to Licensee by reason of such shutdowns. Under no circumstances shall Getty Images or any party involved in creating, producing, or distributing such websites or products be liable for any damages whatsoever resulting from Licensee’s use or inability to use the same, including, but not limited to, the results from mistakes, omissions, interruptions, deletion of files or electronic mail, errors, defects, viruses, delays in operation or transmission, or any failure of performance, whether or not resulting from acts of god, communications failure, theft, destruction, or unauthorized access thereto.

7. Indemnification.

7.1 Licensee shall defend, indemnify and hold harmless Getty Images and its parent, subsidiaries and commonly owned or controlled affiliates and their respective officers, directors and employees from all damages, liabilities and expenses (including reasonable outside attorneys' fees), arising out of or as a result of claims by third parties relating to Licensee's use of any Licensed Material outside the scope of this Agreement or any other actual or alleged breach by Licensee of this Agreement.

7.2 Provided Licensed Material is used only in accordance with this Agreement and Licensee is not otherwise in breach of this Agreement or any payment obligations to Getty Images, and as Licensee's sole and exclusive remedy for any breach of the representations and warranties set forth in Section 6.1(ii) and (iii) above, Getty Images shall, subject to the terms of Section 6.2 above, defend, indemnify and hold harmless Licensee and its parent, subsidiaries and commonly owned or controlled affiliates and their respective officers, directors and employees from damages, liabilities and expenses (including reasonable outside attorney's fees), arising out of or connected with any actual lawsuit or legal proceeding alleging that Getty Images is in breach of its warranties set forth in Section 6.1(ii) and (iii) above. The total maximum aggregate liability of Getty Images under this Agreement and any other agreement with Getty Images pursuant to which Licensee has licensed the same content (regardless of the file size, or the use or exploitation of any or all of the content in any manner whatsoever), and the obligation of Getty Images under this Section, shall be limited to an aggregate of ten thousand ($10,000) US dollars per item of Licensed Material. For greater clarity, Getty Images’ liability to Licensee in respect of the content shall not exceed ten thousand ($10,000) US dollars per item of Licensed Material regardless of the number of times that Licensee has licensed the same content from Getty Images. The foregoing states Getty Images’ entire indemnification obligation under this Agreement.

7.3 The party seeking indemnification pursuant to this Section 7 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 as may be reasonably requested by indemnifying party. Indemnified party shall have the right to participate in such litigation, at its expense, through counsel selected by indemnified party. 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, and Getty Images shall not be liable for any losses arising from Licensee’s failure to discontinue use pursuant to Section 12.3 below.

8. Condition of Licensed Material. Licensee should examine all Licensed Material for possible defects (whether digital or otherwise) before sending any Licensed Material for Reproduction. Without prejudice to Section 6.1(i) above, Getty Images 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.

9. Electronic Invoicing; Interest on Overdue Invoices. Licensee and Purchaser agree to receive invoices from Getty Images electronically via the email address associated with Licensee’s and/or Purchaser’s Getty Images account. If Licensee fails to pay the Invoice in full within the time specified in the Invoice, Getty Images 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.

10. Unauthorized Use and Termination. Any use of Licensed Material in a manner not expressly authorized by this Agreement (including, without limitation, access to the Getty Images subscription and use of Licensed Material by more than one (1) User without purchase of additional seat licenses) constitutes copyright infringement, entitling Getty Images 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 Getty Images’ other remedies under this Agreement, Getty Images reserves the right to charge and Licensee agrees to pay a fee equal to five (5) times Getty Images’ standard license or seat fee for the unauthorized use of the Licensed Material. Getty Images may charge Licensee and Licensee agrees to pay the single-track list price for each item of Licensed Material that Licensee obtains through unauthorized or abusive use of its Getty Images subscription, including, without limitation, Licensed Material obtained through unauthorized sharing of usernames and passwords, unauthorized sharing of Licensed Material or failure to obtain the necessary number of seat licenses. Getty Images reserves the right to terminate this Agreement in the event Licensee: (i) enters the Agreement after having received notice of unauthorized use from Getty Images relating to Licensed Material; (ii) fails to pay the License Fee in full within the time specified in the Invoice; or (iii) otherwise breaches the terms of this Agreement. Upon termination, Licensee must immediately (I) stop using any Licensed Material; and (II) destroy or, upon the request of Getty Images, return to Getty Images the Licensed Material and, in the case of termination by Getty Images for cause, the Licensee Work in the possession or control of Licensee.

11. License Cancellation. If Licensee requests in writing to cancel a subscription within seven (7) days of the date of purchase and provided that Licensee has downloaded no more than five (5) items of Licensed Material and has made no use of any Licensed Material since the date of purchase, then Getty Images shall cancel the applicable subscription and issue a 100% credit to Licensee’s account or credit card. In the event of such cancellation, the Grant of Rights under Section 2 shall be revoked, and Licensee shall immediately delete and/or remove the Licensed Material from its premises, computer systems and storage (electronic or physical). Any use of Licensed Material acquired pursuant to a subscription that has been cancelled shall constitute unauthorized use and shall be subject to the terms set forth in Section 10.

12. Miscellaneous Terms.

12.1 Audit/Certificate of Compliance. Upon reasonable notice, Licensee shall provide sample copies of Reproductions containing any Licensed Material to Getty Images. In addition, upon reasonable notice, Getty Images 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. If any such audit reveals an underpayment by Licensee to Getty Images of five percent (5%) or more of the amount Licensee should have paid for the time period that is the subject of the audit, in addition to paying Getty Images the amount of such underpayment, Licensee shall also reimburse Getty Images for the costs of conducting such audit. Where Getty Images reasonably believes that Licensed Material is being used by more than the authorized number of Users, or that Licensed Material is being used outside of the scope of the license granted under this Agreement, Licensee shall, at Getty Images’ request, provide a certificate of compliance signed by an officer of Licensee, in a form to be approved by Getty Images.

12.2 Electronic Storage. For all Licensed Material that is delivered to Licensee in electronic form, Licensee must retain the copyright symbol, the name of Getty Images, the Licensed Material's identification number and any other information as may be embedded in the electronic file containing the original Licensed Material. Licensee shall maintain a robust firewall to safeguard against unauthorized third-party access to the Licensed Material.

12.3 Withdrawal. Getty Images makes no representations or warranties that all Licensed Material and/or Licensed Material collections will be available for use during the Agreement Term. Getty Images may discontinue licensing certain Licensed Material and/or Licensed Material collections in its sole discretion. Upon notice from Getty Images, or upon Licensee's knowledge, that any Licensed Material may be subject to a claim of infringement of another’s right for which Getty Images may be liable, Getty Images may require Licensee to immediately and at its own expense (i) stop using the Licensed Material; (ii) delete or remove the Licensed Material from its premises, computer systems and storage (electronic or physical); and (iii) ensure that its clients do likewise. Getty Images shall provide Licensee with comparable Licensed Material (which comparability will be determined by Getty Images in its reasonable commercial judgment) free of charge, but subject to the other terms and conditions of this Agreement.

12.4 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 finally settled by binding arbitration by a single arbitrator selected using the rules and procedures for arbitrator selection under the Commercial Rules of the American Arbitration Association ("AAA") or of the International Chamber of Commerce ("ICC") (the applicable rules to be at Licensee’s discretion) to be held in one of the following jurisdictions (whichever is closest to Licensee): Seattle, Washington; New York, New York; Los Angeles, California; London, England; Paris, France; Frankfurt, Germany; Tokyo, Japan; or Singapore. The United Nations Convention on Contracts for the International Sale of Goods does not govern this Agreement. The prevailing party shall be entitled to recover its reasonable legal costs relating to that aspect of its claim or defense on which it prevails, and any opposing costs awards shall be offset. Notwithstanding the foregoing, Getty Images 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 Getty Images, such action is necessary or desirable.

12.5 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.

12.6 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.

12.7 Entire Agreement. This Agreement is intended for business customers of Getty Images and contains all the terms of the license agreement. No terms or conditions may be added or deleted unless made in writing and either signed by an authorized representative of Getty Images or issued electronically by Getty Images and signed by an authorized representative of Licensee. 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.

12.8 Taxes. All License Fees are exclusive of any applicable sales, use, withholding or other transactional taxes, which are the sole responsibility of Licensee or Purchaser (if any).

12.9 Licensing Company. The licensing entity under this Agreement shall be determined by the billing address of the Licensee or, if any, Purchaser, as follows: