Royalty-Free License Agreement
 
THIS LICENSE AGREEMENT IS A LEGAL AND BINDING AGREEMENT (“AGREEMENT”) BETWEEN YOU THE USER ("LICENSEE") AND LOOK PHOTOGRAPHY, INC. THIS LICENSE AGREEMENT APPLIES TO LICENSES ISSUED VIA THE WEB AND VIA PHYSICAL DELIVERY ON A CD-ROM PRODUCT OR OTHER DIGITAL STORAGE MEDIA (THE “AGREEMENT”). IF THE LICENSEE DOES NOT AGREE AND HAS NOT EXERCISED THE RIGHTS GRANTED UNDER THIS AGREEMENT, THE LICENSEE MAY PROMPTLY RETURN THE UN-OPENED AND UN-USED CD-ROM AND ALL ACCOMPANYING MATERIALS IN THE ORIGINAL PACKAGING FOR A REFUND OF THE PURCHASE PRICE. IMAGES LICENSED VIA THE WEB MAY NOT BE RETURNED OR REFUNDED. THE TERM LICENSEE INCLUDES THE CLIENT IF THE AGENT IS ACTING ON BEHALF OF THE CLIENT AND PROVIDED BOTH AGENT AND CLIENT ARE JOINTLY AND SEVERALLY LIABLE TO COMPANY UNDER THE AGREEMENT.
 
1. License
 
Subject to the terms of this License Agreement, LOOK Photography, Inc. (“COMPANY”) grants Licensee a perpetual, worldwide, non-transferable, non-exclusive right to reproduce, transmit and display, in whole or in part, COMPANY’S Royalty Free Image(s) (whether available as part of a CD-ROM collection of images or downloaded as a single–image) an unlimited number of times, in any and all media for the Permitted Uses described below. All other rights to the Image(s), CD-ROM, software and accompanying materials (if applicable), including without limitation, copyright and all other rights, are retained by COMPANY. All rights not specifically granted are retained by COMPANY.
 
 
2. Permitted Uses
 
· Any print media, including advertising and promotional materials, editorial publications and consumer merchandise; 
· Any Internet, intranet, Online or web-based media provided the resolution of the images does not exceed 72dpi;
· Broadcast and Theatrical exhibitions;
· Products intended for resale; provided these products are not intended to allow the re-distribution or re-use of the Image(s);and
· Additional uses approved in writing by COMPANY.

Licensee may alter, crop, modify or adapt the Images in connection with the above permitted uses.  Licensee may make a back-up copy of the Image(s) for internal back-up purposes provided COMPANY’S copyright and any image identifying information embedded with the digital file is retained with the file. Limited, temporary transfers of the Images are permitted to third parties integral to the creation of the final product, provided such third parties agree to abide by the terms of this Agreement. 

3. Number of Users / Seat License
 
Licensee may store the Images on a server, image library or network configuration to be viewed by Licensee or its clients provided that no more than 10 persons can access the Images. Before permitting access to more than 10 persons, Licensee must upgrade the seat license from COMPANY. 
 
 
4. Restrictions on Use
 
Except as provided herein, Licensee may not 
· Sublicense, sell, assign, convey or transfer any of its rights under this Agreement, but Licensee may sell or license derivative works incorporating the Images. However, Licensee may not include the Images in an electronic template intended to be used by third parties on electronic or printed products, where the purpose is to create multiple impressions, including but not limited to: website designs, presentation templates, electronic greeting cards, business cards, or any other electronic or printed matter without obtaining a license for such purpose;
· Sell, license or distribute its final product in such a way that permits Licensee’s end users to extract or access the Images as a stand-alone file.
· Incorporate the Images into a logo, trademark or service mark.
· Distribute, post or upload the Image(s) online in a downloadable format or enable it to be distributed via mobile telephone devices.
· Use any Image in a pornographic, defamatory, libelous or otherwise illegal manner, whether directly or in context or juxtaposition with other materials.
· With respect to the software on the CD-ROM or other storage media, decompile, reverse engineer, disassemble or otherwise reduce the software to a human readable form.
· Use any of the Images in any manner prohibited by any export laws, restrictions or regulations.

5. Product Endorsement or Sensitive Use Disclaimer
If any Image featuring a model is used in a manner that would lead a reasonable person to believe that the model personally uses or endorses a product or service, or if the depiction of the model is used in connection with a subject that would be unflattering, embarrassing or unduly controversial to a reasonable person, Licensee must accompany each such use with a conspicuous statement that indicates that the person is a model and the Image is being used for illustrative purposes only. These requirements are without prejudice to the obligations of the COMPANY regarding use of the Images contained elsewhere throughout this Agreement.
 
6. Releases
Model releases are available on Image(s) containing models upon request. Names are removed to protect the privacy of the model, Other than model releases for recognizable persons, COMPANY grants no rights and makes no warranties with regard to the use of names, trademarks, trade dress, registered, unregistered or copyrighted designs or works of art or architecture depicted in any Image, and Licensee must satisfy itself that all the necessary rights or consents regarding any of the above, as may be required for reproduction, have been obtained.
 
7. Indemnity
Licensee agrees to defend, indemnify and hold COMPANY and its parent, subsidiaries and affiliates and their respective officers, directors and employees harmless from