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.

See also Royalty-Free License for other legal terms that apply .

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.

Copyright 2006 JUPITERIMAGES, and its licensors. All rights reserved.

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

MUSIC LICENSE AGREEMENT

THIS IS A LEGAL AGREEMENT BETWEEN YOU, YOUR COMPANY, YOUR EMPLOYER AND/OR YOUR CLIENT (in the case you are an agent acting for a single client), AS THE CASE MAY BE (COLLECTIVELY "YOU"), AND JUPITERIMAGES CORPORATION ("License Agreement"). "JUPITERIMAGES" WHEN USED HEREIN SHALL MEAN JUPITERIMAGES CORPORATION, OR ITS WHOLLY OWNED SUBSIDIARIES, AFFILIATES AND DISTRIBUTORS, AS THE CASE MAY BE. THIS LICENSE AGREEMENT APPLIES, WITHOUT LIMITATION, TO THE WEBSITES CURRENTLY LOCATED AT JUPITERTUNES.COM, BBM.NET, ROYALTYFREEMUSIC.COM, CRANKCITYMUSIC.COM, STUDIOCUTZ.COM, MEDIAMUSICLOOPS.COM, FLYINGHANDS.COM, LOOPWISE.COM, BLUEFUSEMUSIC.COM AND ANY INTERNATIONAL OR OTHER VERSIONS OF THE FOREGOING, FUTURE JUPITERIMAGES WEBSITES AND/OR ANY CONTENT DELIVERED VIA ANY STORAGE MEDIA.
PLEASE READ THE FOLLOWING TERMS AND CONDITIONS. YOUR ACCEPTANCE OF THESE TERMS IS AN ABSOLUTE CONDITION TO YOUR ACCESS TO AND USE OF ANY CONTENT. DOWNLOADING AND/OR USING ANY CONTENT FROM JUPITERIMAGES CONFIRMS YOUR ACCEPTANCE OF THESE TERMS AND FORMS A LEGAL CONTRACT BETWEEN YOU AND JUPITERIMAGES. JUPITERIMAGES reserves the right to change any of the terms of this License Agreement at any time, and you agree to be bound by such changes. If you do not agree to the following terms, as may be amended, do not download or use any Content.
DEFINITIONS
"Content" shall mean music, sounds, and sound effects regardless of whether the Content is obtained via download from any JUPITERIMAGES website, delivered via any Storage Media that is now known or may become known in the future, or obtained from a JUPITERIMAGES' authorized distributor, together with all accompanying material.
"Comp Usage" is defined as the creation of a temporary test use, rough layout of a proposed work for client review, internal company review or testing. The Content may not be used in any materials distributed or accessible to the public or in any final product or use, including, without limitation, any online or other electronic distribution system (except you may transmit comps digitally or electronically for their review) and may not be sold or sublicensed alone or as part of any product.
"Invoice" shall mean any computer-generated or printed form or document provided by JUPITERIMAGES, or any of JUPITERIMAGES' authorized distributors, that sets forth, without limitation, the specific parties contracting for use of the Content selected, the limitations on the license (if any) of the Content and the corresponding price(s) for the license of such Content. The term "Invoice" includes any confirmation pages, or receipts provided to you in connection with an on-line payment transaction that contain additional licensing terms. For rights managed subscription plans, "Invoice" shall include any User provided submissions describing the use or uses and limitations for each use in connection with the Content. Such User use submissions shall be completed in detail prior to accessing the Content.
"Storage Media" shall mean CD-ROM, digital video disc (DVD), floppy disk, or any other storage device or media now known, or hereafter created.
"User" shall mean the individual, legal entity or agent entering into this license agreement or any employee or contractor of such individual, legal entity or agent that edits, manipulates or modifies the Content or is otherwise directly involved in the creative process. All Users shall only use the Content in accordance with the terms of this License Agreement.
"You" or "you" shall mean a single: (i) individual, (ii) legal entity (corporation, partnership, LLC, sole proprietorship, etc.), or (iii) agent acting on behalf of a single individual or entity.
Copyright:
The Content is copyrighted and protected under the various laws of the United States, International treaties and other applicable laws. The Content shall remain the sole and exclusive property of JUPITERIMAGES, or its licensors. Use of the Content is licensed, not sold, pursuant to the terms of this License Agreement. Use of the Content without agreeing to this License Agreement, or a breach of these License Agreement terms, is copyright infringement.

I. LICENSE TERMS FOR ROYALTY FREE CONTENT

(A) Grant:

(I) Paid License: JUPITERIMAGES grants you a perpetual, non-exclusive, non-transferable, one (1) User direct license to use the Content only as provided in this License Agreement. Licenses for multiple users and mass-market distribution are sold separately. See Section III (A) for special terms related to subscription purchases.

(II) Comp Usage: JUPITERIMAGES grants you the non-exclusive and non-transferable right to use Content for Comp Usage for a period not to exceed sixty (60) days.

(B) Permitted Uses For Royalty Free Content. You MAY, subject to Section I(C) below:
(I) Use the Content for media projects including, but not limited to: internet streaming and synchronization, video productions, audio productions, film productions, broadcast (video, audio, Internet), multi-media presentations, music within software packages.
(II) Use the Content in multiple physical locations including, but not limited to: in-store/in-office background music and telephone on-hold, not to exceed five (5) physical locations.
(III) Distribute up to five thousand (5,000) units of an item (including CD, DVD and software) that incorporates the Content.
(IV) Back up, and store on a single server, a single copy of the Content, as necessary for archival, tracking or asset management purposes only.
(V) Modify or alter the Content as necessary for your use, subject to the terms of Section III(E)(II), and provided that if such modification or alteration constitutes a derivative work you do not acquire any copyright ownership or equivalent rights in or to any of the Content or any other property of JUPITERIMAGES or its licensors and you shall only use such derivative work in accordance with this License Agreement. If requested by JUPITERIMAGES, you agree to execute a written assignment of any such rights, including copyrights, without payment of additional consideration by JUPITERIMAGES.
(VI) Use the Content for any other uses approved in writing by JUPITERIMAGES prior to the use.
(C) Prohibited Uses For Royalty Free Content: You may NOT:
(I) Use in more than five (5) physical locations without written permission.
(II) Distribute more than five thousand (5,000) units of an item that incorporates the Content without written permission.
(III) Sublicense, sub-distribute, resell, re-record, transfer, or assign the Content or rights to the Content for any purpose.
(IV) Use the title or subtitle of the Content as the title of an item that incorporates the Content.
(V) Copy or reproduce the Content, except as specifically provided for in Section I (B).
(VI) Use the Content, including titles or subtitles, or any other part of the Content, as part of a trademark, service mark, or logo. JUPITERIMAGES or its licensors retain the full rights to the Content, and therefore you cannot establish your own rights.
(VII) Use the Content in any downloadable format intended for multiple distribution including, without limitation, in a product that enables an end-user to create his/her own soundtrack using the Content, in a template-based system that resells products including the Content, in a "build-it-yourself" media tool. Contact templatelicense@jupiterimages.com to find out about a special license for such use.
(VIII) Resell, assign, transfer, convey or otherwise transfer the Content for use in mobile or wireless devices, including but not limited to mobile telephones, handheld game consoles, and PDAs. Such usage is subject to additional licensing fees. Please contact bizdev@jupiterimages.com for information on reseller licenses.
(IX) Use the Content as a component of a larger musical composition, including but not limited to, "sample-based" musical productions. Contact bizdev@jupiterimages.com to find out about a special license for such use.
(X) Use the Content to compete with JUPITERIMAGES. JUPITERIMAGES is in the business of licensing music and sounds to its customers. It is the specific intent of this provision to prohibit you from using the Content to enter, either directly or indirectly, a similar or competing business.
(XI) For requests to use the Content for any of the above prohibited uses please contact info@royaltyfreemusic.com.
(XII) Use the Content in a way that could be considered defamatory, pornographic, libelous, immoral, obscene, fraudulent or illegal.
II. LICENSE FOR RIGHTS MANAGED CONTENT
(A) Grant:

(I) JUPITERIMAGES grants you a non-exclusive and non-transferable license during the term (as such period is set forth in the Invoice) to use and reproduce the Content only as specified in any Invoice, specific license rights pages on JUPITERIMAGES' Web sites and this License Agreement. Such grant is conditioned upon (a) your satisfying all applicable conditions and restrictions on use, and (b) JUPITERIMAGES' receipt of full payment as invoiced by JUPITERIMAGES. Your failure to make payment when due shall terminate any license granted to you, shall immediately and automatically terminate your rights to use the Content and shall be deemed a breach of this License Agreement and copyright infringement. See Section III (A) for special terms related to subscription purchases.

(B) Permitted Uses For Rights Managed Content. You MAY, subject to Section II(C) below.

(I) Use the Content strictly for: (a) Comp Usage; or (b) the specific type of usage specified in any Invoice, license rights pages on JUPITERIMAGES' website and this License Agreement, including but not limited to: commercial / non commercial, broadcast / non broadcast, public performance or non/public performance, telecast, and distribution, medium in which the Content is placed, length of time, territory, market, or industry, units produced, and any other restrictions.
(II) Distribute up to five thousand (5,000) units of an item (including CD, DVD and software) that incorporates the Content, unless otherwise specified in Your Invoice.
Notice: Use of the Content in a manner not expressly authorized by the Invoice and this License Agreement (a) may constitute an infringement of the proprietary rights of JUPITERIMAGES or a third party and (b) may result in you incurring or being responsible for any damages resulting from any such use, including any damages resulting from any claims for infringement of the intellectual property or proprietary rights of JUPITERIMAGES or a third party.

(C) Prohibited Uses for Rights Managed Content. You may NOT:

(I) Use the Content beyond any limitations or restrictions noted on a JUPITERIMAGES' websites or Invoice. The right, license and privilege granted to User hereunder with respect the Content shall be only for those uses specifically set forth herein or on the Invoice.
(II) Sublicense, sub-distribute, transfer or assign the Content or rights to the Content apart from the product such Content was incorporated within.
(III) Reverse engineer, decompile, translate, or disassemble any part of the Content.
(IV) Copy or reproduce the Content except as specifically provided for in your Invoice and in this License Agreement.
(V) Remove any copyright, trademark, watermark, or other legal notice from the Content.
(VI) Use the Content or any part of the Content, as part of a trademark, service mark, or logo. JUPITERIMAGES or its licensors retain the full rights to the Content, and therefore you cannot establish your own rights.
(VII) Use the Content to compete with JUPITERIMAGES. JUPITERIMAGES is in the business of licensing music and imagery to its customers. It is the specific intent of this provision to prohibit you from using the Content to enter, either directly or indirectly, a similar or competing business.
(VIII) Use the Content in a product or service whereby the Content can be used apart from a product or service.
(IX) Use the Content in any downloadable format intended for multiple distribution including, without limitation, in a product that enables an end-user to create his/her own soundtrack using the Content, in a template-based system that resells products including the Content, in a "build-it-yourself" media tool. Contact templatelicense@jupiterimages.com to find out about a special license for such use.
(X) Use the Content in any way that could be considered defamatory, pornographic, libelous, immoral, obscene, fraudulent, or illegal.
(XI) Any expanded use of the Content without the prior approval of JUPITERIMAGES and the payment of any additional license fee required by JUPITERIMAGES for such expanded use. You shall promptly notify JUPITERIMAGES of any desire to expand use of the Content for which you have not received JUPITERIMAGES' prior approval, and shall pay to JUPITERIMAGES any additional license fee required by JUPITERIMAGES for such expanded use. Fees assessed for your use of the Content depend on the nature of the rights granted as set forth in the Invoice.
III ADDITIONAL LICENSE TERMS APPLICABLE TO ROYALTY-FREE AND RIGHTS-MANAGED CONTENT
(A) SUBSCRIPTIONS: If you are purchasing a subscription plan to a JUPITERIMAGES' website the following rights and restrictions apply and are added to this License Agreement as follows:
(I) YOU ARE GRANTED A ONE (1) USER SEAT LICENSE FOR ACCESS TO THE SUBSCRIPTION OR USE OF THE CONTENT, AS APPLICABLE. THIS IS NOT A SIMULTANEOUS USE LICENSE. ONLY ONE USER MAY ACCESS THE SUBSCRIPTION WEBSITE, OR USE CONTENT AS APPLICABLE. YOU MAY NOT DESIGNATE ONE (1) USER TO ACCESS THE SUBSCRIPTION WEB SITE IF MORE THAN ONE (1) USER WILL USE THE CONTENT. IN SUCH CASES, PLEASE CONTACT YOUR SALES REPRESENTATIVE AS YOU WILL REQUIRE A MULTIPLE SEAT LICENSE.
(II) You will hold all passwords for any subscription in the strictest of confidence. You may not share or disclose any password to any other user or third party other than as specifically provided for herein.
(III) This License Agreement, and your right to use the Content(s) shall immediately, and automatically, terminate upon the termination of the term of your subscription provided, however, that after expiration of your subscription term you may continue to use any Content(s) incorporated into a product or service during the subscription term in the same product or service in accordance with the terms of this License Agreement.
(IV) The following is added to Sections I (C) and II (C) (Prohibited Uses):
(a) Stockpile, download, or otherwise store Content not used during the subscription term for products or services not active or in development at time of purchase.
(b) Download more than thirty (30) music tracks or three hundred (300) sound effects in a calendar month.
If you breach any provision of this section, we shall be entitled to (i) terminate this License Agreement immediately, (ii) retain all payments paid pursuant to this License Agreement and, (iii) seek any legal or equitable remedies.
(B) GENERAL
(I) JUPITERIMAGES reserves the right to (i) not permit use of any Content for any reason whatsoever; and (ii) notify you that certain Content is no longer available for use. Upon such notification, the license to use such Content shall automatically and immediately terminate.
(II) All other rights not expressly granted to you are reserved solely for JUPITERIMAGES.
(III) JUPITERIMAGES reserves the right to replace Content with alternative Content for any reason. Upon notice of such replacement, the license for the replaced Content immediately, and automatically, terminates for any use of the Content that does not already exist, and this License Agreement shall automatically apply to any replacement Content. You agree not to use any replaced Content with future products or services and you shall take all reasonable steps to discontinue use of the replaced Content in existing products or services.
(IV) JUPITERIMAGES requests the copyright notice "(c) [insert current year] Jupiterimages Corporation" appear adjacent to the Content or on a credit page, where practicable.
(V) Taxes: You agree to pay and be solely responsible for any and all sales taxes, use taxes, value added taxes and duties imposed by any jurisdiction as a result of the license granted to you, or your use of the Content, pursuant to this License Agreement
(C) PAYMENT TERMS
You agree to pay all Content license fees and no rights are granted under this License Agreement until all payments are made in full. A service charge of two percent (2%) per month, or the amount allowed by law, will be charged on any unpaid balance. Any claims for adjustments must be made to JUPITERIMAGES within five (5) days of billing. You shall be liable for all past due amounts, interest and costs of collection, including attorneys' fees. Refunds are governed by the terms of the individual service used. Please see Section III(F)(I) below for terms applicable to refunds in the event of cancellation. The license granted hereunder shall be of no force or effect until such time as JUPITERIMAGES has received payment.
(D) TERMINATION
(I) Subject to your compliance with the terms and conditions set forth herein, this License Agreement shall be in effect for term set forth either in the Invoice, subscription plan, or as provided in Section I (A) or II (A), unless terminated by either party in accordance with this License Agreement.
(II) This License Agreement will terminate automatically, without notice from JUPITERIMAGES, if you fail to comply with any provision of this License Agreement.
(III) You can terminate this License Agreement by destroying the Content, along with any copies or archives, any CD-ROM or accompanying materials (if applicable), and ceasing all use of the Content for any purpose. Such termination shall not affect payment obligations.
(IV) JUPITERIMAGES may, in its sole discretion: (i) monitor, as frequently as JUPITERIMAGES determines, anything you download from our Web sites, (ii) limit downloads to a fixed amount of downloads per 24 hour period so as to ensure the best possible service to all subscribers to our Web sites, (iii) track any abuse of your username and password, (iv) suspend or terminate your account, without notice, if JUPITERIMAGES believes there is a violation of this License Agreement and/or any abuse of your username and password.
(V) Upon termination of this License Agreement, you agree to (i) destroy all copies and archives of the Content, (ii) cease using the Content for any purpose, and (iii) confirm to JUPITERIMAGES in writing that you have complied with these requirements.
(E) WARRANTY AND LIMITATION OF LIABILITY
(I) JUPITERIMAGES represent and warrants that:
(a) it has the right to enter into this License Agreement and to grant the rights hereunder;
(b) the Content or other Storage Media (if applicable) will be free from defects in materials and workmanship under normal use for a period of 30 days from the date of license; and
(c) the Content as provided hereunder, and used as permitted herein, will not infringe any intellectual property right of any third party.
(II) EXCEPT AS EXPRESSLY PROVIDED ABOVE, THE CONTENT, STORAGE MEDIA AND ACCOMPANYING MATERIALS (IF APPLICABLE) ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. JUPITERIMAGES MAKES NO WARRANTIES FOR ANY CONTENT THAT HAVE BEEN MODIFIED OR ALTERED BY YOU AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY CLAIMS RELATING TO OR ARISING OUT OF YOUR MODIFICATION AND USE OF THE CONTENT. JUPITERIMAGES DOES NOT WARRANT THAT THE CONTENT, WEB SITES OR OTHER MATERIALS, WILL MEET YOUR REQUIREMENTS OR THAT USE WILL BE UNINTERRUPTED OR ERROR FREE. THE ENTIRE RISK AS TO THE QUALITY, PERFORMANCE AND USE OF THE CONTENT IS SOLELY WITH YOU. YOU UNDERSTAND THAT YOU SHOULD SEEK COMPETENT COUNSEL BEFORE USING CONTENT ON OR IN CONNECTION WITH ANY GOODS OR SERVICES OR FOR ANY OTHER COMMERCIAL PURPOSES. JUPITERIMAGES SHALL NOT BE LIABLE TO YOU OR TO ANY OTHER ENTITY FOR ANY GENERAL, PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES, OR LOST PROFITS OR ANY OTHER DAMAGES, COSTS OR LOSSES ARISING OUT OF YOUR USE OF THE CONTENT, JUPITERIMAGES' BREACH OF THIS LICENSE AGREEMENT OR OTHERWISE, EVEN IF JUPITERIMAGES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES. IN NO EVENT, SHALL JUPITERIMAGES' TOTAL AGGREGATE LIABILITY TO YOU, OR TO ANY THIRD PARTY CLAIMING THROUGH YOU, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE CONTENT (WHETHER IN CONTRACT, TORT OR OTHERWISE) EXCEED THE MONETARY AMOUNT ACTUALLY RECEIVED BY JUPITERIMAGES FOR YOUR USE OF THE APPLICABLE CONTENT.

(III) You represent, warrant and covenant that:
(a) You are at least eighteen years of age and have the full right and authority to enter into this License on behalf of you and/or your company, employer or principal;
(b) You do not reside in any country to which export of US products are prohibited or restricted and you may not ship, transfer or export any of the Content into any country or use any of the Content in any manner prohibited by any laws, restrictions or regulations;
(c) You will not use the Content in any way that is not permitted by this License;
(d) Your use of the Content will not violate any applicable law or regulation of any country, state, or other governmental entity;
(e) The information that you provide to JUPITERIMAGES is accurate and true, including, without limitation, all credit card or other payment information and you shall update such information as necessary; and
(f) You are solely responsible for determining whether your use of any Content requires the consent of any other party or the license of any additional rights. If you are unsure whether additional rights are needed for your use of the Content , you are responsible for consulting with competent legal counsel
(g) If you are acting as an agent, you must obtain your client/principal's agreement to the terms of this License.
(h) If you provide the Content, or any portion thereof, for broadcast on television networks or stations (including free, pay, cable, subscription) or via terrestrial, satellite and/or internet radio, in any manner whatsoever, you shall send a completed cue sheet (available at http://www.studiocutz.com/MTM_cue_sheet.pdf) to: fax (845)-757-5556 or info@royaltyfreemusic.com, for JUPITERIMAGES to collect applicable fees, if any, from third party broadcasters.
(F) LIMITATION OF REMEDIES
(I) Replacement or Refund:
JUPITERIMAGES' entire liability and your exclusive remedy, with respect to any claims arising out of this License Agreement, except as set out in Section III (G) below, shall be at JUPITERIMAGES' sole discretion, either: (i) replacement of Content; or (ii) refund of any fee paid for the specific Content. Any claims must be brought within twelve (12) months of the date that you discovered such claim, or reasonably should have discovered such claim, or shall be waived.
(G) INDEMNIFICATION
You agree to indemnify and hold JUPITERIMAGES, its affiliates, parents, subsidiaries, employees, directors, officers, successors, assigns, distributors and anyone else associated with JUPITERIMAGES, harmless from, and against, any and all claims, liabilities, costs, damages, or expenses, (including attorneys' fees) asserted against JUPITERIMAGES arising out of your use of the Content or in connection with any breach of any of the terms of this License Agreement. Provided that the Content is used only in accordance with this License Agreement and you are not otherwise in breach of this License Agreement, JUPITERIMAGES shall defend, indemnify and hold you harmless from all damages (excluding punitive damages), liabilities and expenses (including reasonable attorney's fees and authorized costs), arising out of or in connection with any actual or threatened lawsuit, legal proceeding or claim alleging that JUPITERIMAGES is in breach of its warranties set out in Section III (E) above. The foregoing states JUPITERIMAGES' entire indemnification obligation under this License Agreement and your sole and exclusive remedy for any actual breach of JUPITERIMAGES' representations and warranties set forth herein. JUPITERIMAGES shall have no obligation under this Section G unless you promptly provide JUPITERIMAGES with written notice of such claim. At the indemnifying party's option, the indemnifying party may assume the handling, settlement or defense of any claim or litigation and the indemnified party shall reasonably cooperate in the defense thereof. The indemnified party shall have the right to participate in the litigation, at its own expense, through counsel selected by the indemnified party. The indemnifying party will not be liable for legal fees or other costs incurred prior to the indemnified party giving notice of the claim for which indemnity is sought.
(H) ENFORCEABILITY AND WAIVER

(I) Enforceability: If any provision of this License Agreement is held to be not enforceable, such provision shall be revised only to the extent to make it enforceable, consistent with the parties' intent.

(II) Waiver:
(a) No action of JUPITERIMAGES, other than an express written, signed waiver may be construed as a waiver of any part of this License Agreement, and no employee of JUPITERIMAGES is authorized to make an oral waiver. In the event that JUPITERIMAGES waives a specific part of the Agreement, it does not mean that JUPITERIMAGES waives any other part.

(b) Nothing contained herein shall be deemed to constitute a waiver of any fee which shall become due and payable as a result of the use of any Content as contemplated by this License Agreement to the relevant performing rights or collection society, such as ASCAP or BMI, or other society or organization with jurisdiction in one or more foreign countries. You/User hereby agree to submit, and to instruct any third party to submit, to all relevant performing rights and collection societies anywhere in which the Content is to be broadcast or distributed through television, radio or cable media, such information as requested in the cue sheet as provided in Section III (E)(III)(h) such performing rights and other societies to monitor and administer those performing rights and similar fees payable to the copyright owners of the Content embodied in the use.
(I) JURISDICTION
This Agreement, its validity and effect, shall be solely interpreted, and solely governed by, the laws of the State of Connecticut, United States. Any claims shall be brought solely in the Federal District Court of the District of Connecticut and you expressly consent to the exclusive jurisdiction of the federal courts of the State of Connecticut, United States. You consent to the service of any required notice or process upon you by registered mail or overnight courier with proof of delivery.
(J) LEGAL FEES
You agree to reimburse JUPITERIMAGES for its legal fees, costs and disbursements if JUPITERIMAGES is successful in enforcing any of its rights under this License Agreement including, without limitation, in connection with any action to collect payment.
(K) ASSIGNABILITY
You may not assign or transfer to anyone else the rights granted to you in this License Agreement, without our prior written consent. JUPITERIMAGES may assign or transfer this License Agreement freely.
(L) ENTIRE CONTRACT
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS LICENSE AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND JUPITERIMAGES, WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN YOU AND JUPITERIMAGES RELATING TO THE SUBJECT OF THIS LICENSE AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY PURCHASE ORDER TERMS (EVEN IF SUCH TERMS ARE SUBSEQUENT TO THE DATE OF THIS LICENSE AGREEMENT). FAQ'S, OTHER EXPLANATIONS, AND TEXT IN JUPITERIMAGES' WEB SITES ARE FOR YOUR INFORMATION ONLY AND ARE NOT, AND SHALL NOT BE CONSTRUED AS, PART OF THIS LICENSE AGREEMENT UNLESS SPECIFIED OTHERWISE IN THIS LICENSE AGREEMENT.

January 2008