License Agreement

Blend Images, LLC - Royalty Free End User License Agreement

Terms and Conditions of Use of Images

I. DEFINITIONS

THIS IS A BINDING LEGAL AGREEMENT BETWEEN YOU, OR, IF YOU MAKE THIS AGREEMENT ONBEHALF OF YOUR EMPLOYER, THE SAME RIGHTS, LIMITATIONS AND RESTRICTIONS APPLY TO YOUR EMPLOYER, AND ONE OR MORE OF THE FOLLOWING COMPANIES: BLEND IMAGES, LLC AND PUNCHSTOCK, (COLLECTIVELY HEREIN REFERRED TO AS “LICENSORS”). 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. PLEASE READ THIS LICENSE AGREEMENT CAREFULLY BEFORE USING ANY IMAGES. BY DOWNLOADING AN IMAGE FROM THIS WEBSITE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE WITH THE TERMS OF THIS LICENSE AGREEMENT, PROMPTLY CLICK ON YOUR BROWSER’S BACK BUTTON TO DECLINE THIS AGREEMENT.

II. GRANT OF RIGHTS

Blend Images, LLC (“Blend Images”) grants you (or your employer) a personal, non-transferable, non-exclusive right to transfer an image, or collection of images (collectively “Images”) on your personal computer. Images may be shared by creating an Image library so long as no more than 10 specific individuals, all of whom must be employed by the same entity, have access to the Images. When calculating this user limitation, please note that no more than 10 individuals may have access to the Images, even if only 10 people are accessing the Images at any particular time. To use this product with more than 10 individuals, please contact our customer support team at rick@blendimages.com

Licensee must retain the copyright symbol, the name of Blend Images, LLC, the Licensed Material's identification number and any other information as may be invisibly embedded in the electronic file containing the original Licensed Material.

III. PERMITTED USES

The Images may be used in perpetuity on a worldwide basis in personal or commercial uses in: advertising, promotional materials, and/or packaging; broadcast or theatrical exhibition; online or electronic distribution including web design; for electronic or print publication; or for personal noncommercial use including test, sample, comp or layout. Images may be incorporated in products offered for sale where the image is a significant part of the product (such as T-shirts, book covers, non-disposable packaging, coffee mugs, posters, greeting cards etc.) You will not need to purchase an additional resale illustration license to incorporate an image into these types of products.

IV. PROHIBITED USES

You may not use the Images in any manner that is not expressly permitted in this agreement. All rights not expressly granted by this agreement are retained by Blend Images.

Images may not be incorporated into a derivative artwork for which a claim of new copyright may be sought or obtained. Images may not be incorporated in a product for the purpose of redistributing, sublicensing or re-selling the image, and the Images themselves may not be re-sold, licensed, or rented. Licensee may not include the Licensed Material in an electronic template intended to be reproduced by third parties on electronic or printed products. Licensee may not sell, license or distribute any derivative work containing the Licensed Material in a way that would allow a third party to download, extract or access the Licensed Material as a standalone file. Licensed Material shall not be incorporated into a logo, trademark or service mark. Licensee may not post the Licensed Material online in a downloadable format or enable it to be distributed via mobile telephone devices.

V. PROHIBITED SENSITIVE USES

Pornographic, defamatory, or libelous use of the Images is prohibited. You may not use the Images that depicts or identifies a real person in connection with sensitive subject matter (e.g. sex, promiscuity, abortion, birth control, physical and mental ailments, illicit drugs, tobacco, firearms, infectious diseases, or the disparagement of a product or person.) If any Licensed Material featuring a model is used in (i) a manner that would lead a reasonable person to believe that the model personally uses or endorses a product or service; or (ii) connection with a subject that would be unflattering or unduly controversial to a reasonable person, Licensee must accompany each such use with a statement that indicates that the person is a model and the Licensed Material is being used for illustrative purposes only. The Images may not otherwise be used in a manner that is unlawful or misleading.

VI. GENERAL

All rights in and title to the Images and software involved in the distribution of the Images are owned by Blend Images and its licensors and protected by copyright and other laws. No title to or intellectual property rights in the Images are transferred to you. All rights not expressly granted are reserved. The Images may not be transferred by you without the prior written consent of Blend Images. This license will terminate automatically without notice from Blend Images if you fail to pay in full for an image or breach any of its provisions. For purposes of this license, the singular includes the plural and vice-versa. This agreement may not be modified except in writing, duly signed by Blend Images. This agreement will be governed in all respects by the laws of the State of Nevada, and venue for all disputes arising under this agreement, or your use of the Images, shall lie exclusively in the Superior or Federal Courts of the State of Nevada, Las Vegas, Clark County.

VII. LIMITED WARRANTY AND LIMITATIONS OF LIABILITY

Blend Images warrants that: (i) it has all necessary rights and authority to enter into and perform this Agreement; (ii) the Licensed Material will be free from defects in material and workmanship for 30 days from delivery (Licensee's sole and exclusive remedy for a breach of this warranty being the replacement of the Licensed Material); and (iii) the Licensee's use of the Licensed Material in its original form and when used in accordance with this Agreement and the Invoice, 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. BLEND IMAGES MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER BLEND IMAGES, ITS DISTRIBUTORS NOR ITS LICENSORS SHALL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY GENERAL, SPECIAL, DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR OTHER DAMAGES ARISING OUT OF THIS AGREEMENT OR YOUR OR ANY THIRD PARTY’S USE OF THE IMAGES. IF BLEND IMAGES SHALL HAVE ANY LIABILITY OF ANY KIND TO YOU OR ANY THIRD PARTY BY VIRTUE OF THIS LICENSE OR YOUR OR ANY THIRD PARTY?S USE OF THE IMAGES, YOU AGREE THAT THE TOTAL AGGREGATE LIABILITY OF BLEND IMAGES SHALL NOT EXCEED THE LICENSE FEE YOU PAID FOR THE IMAGE. THIS LIMITATION OF LIABILITY REFLECTS AN ALLOCATION OF RISK BETWEEN YOU AND BLEND IMAGES IN VIEW OF THE NOMINAL LICENSE FEE CHARGED.

While efforts have been made to correctly caption the subject matter of the Licensed Material, Blend Images does not warrant the accuracy of such information.

GENERAL

You may not decompile, reverse engineer, disassemble, or otherwise reduce to human-readable form any Software contained on this disc. All rights to the Digital Media, Software and disc are owned by Licensor(s) and/or their licensors and are protected by United States copyright laws, international treaty provisions and other applicable laws. Licensor(s) and its licensors retain all rights not expressly granted by this agreement. The Digital Media, Software and disc are licensed only to you or your employer if you are licensing on behalf of your employer. However, this license agreement and the license to use the Digital Media and Software may be transferred to another person or legal entity if the following conditions are met:

you, or your employer if you are licensing on behalf of your employer,

(i) transfer the Digital Media, Software and disc without keeping or storing any copy,

(ii) do not to utilize the Digital Media or Software in the future in any manner,

(iii) transfer this physical agreement to the transferee; and

(iv) the transferee agrees to be bound by the terms hereof.

The license contained in this license agreement will terminate automatically without notice from Licensor(s) if you or your employer if you are licensing on behalf of your employer, fail to comply with any provision of this license agreement. Upon termination, you, and your employer if you are licensing on behalf of your employer, must immediately

(i) stop using the Digital Media, Software and disc,

(ii) return the Digital Media, Software and disc and all copies of all of them to Licensor(s), and

(iii) delete any Digital Media and Software and all copies of all of them from all magnetic media and destroy all other copies, or upon request of Licensor(s), return all such copies to Licensor(s).

Use of the Digital Media and Software must be in compliance with all applicable law, including, but not limited to, laws and regulations relating to currency and the law of moral rights. Licensor(s) reserves the right to discontinue the use of any Digital Media for any reason and elect to replace the Digital Media with an alternate Digital Media. Upon notice of any discontinuance of a license for a particular Digital Media, you, your employer and your client if applicable, agree not to use such Digital Media in the future. The Digital Media, Software and disc are "Restricted Computer Software" and when provided to or for or used on behalf of, the United States of America, its agencies and/or instrumentalities ("the U.S. Government"), are provided with "Restricted Rights." Use, duplication, and disclosure by the U.S. Government is subject to restrictions as set forth under the United States copyright laws, this agreement and as provided in DFARS 227.7202-1(a), and 227.7202-3(a) (1995), DFARS 252.227.7013(c), FAR 12.212(a) (1995), or FAR 52.227-19(a)-(d), as applicable.