THIS IS A LEGAL MASH EXCLUSIVE RIGHTS LICENSE AGREEMENT (hereinafter referred to as the "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 MASH AUDIO VISUALS PVT. LTD. "MASH" WHEN USED HEREIN SHALL MEAN MASH AUDIO VISUALS PVT. LTD., a company incorporated under the corporate laws of India and having its registered office at 101-107, Vardhman Plaza,Plot No.10, K.P. Block,Pitam Pura, Delhi-110088, India OR ITS WHOLLY OWNED SUBSIDIARIES AND EACH OF ITS, AFFILIATES AND/OR DISTRIBUTORS, AS THE CASE MAY BE. THIS LICENSE AGREEMENT APPLIES, WITHOUT LIMITATION, TO THE WEBSITE CURRENTLY LOCATED AT: www.imagesbazaar.com, (IMAGESBAZAAR IS A TRADE MARK of MASH) ANY INTERNATIONAL OR OTHER VERSIONS OF THE FOREGOING, FUTURE WEBSITES AND/OR ANY IMAGES 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 IMAGE(S). DOWNLOADING AND/OR USING ANY IMAGE(S) FROM THE GALLERY DATABASE, AVAILABLE AT www.imagesbazaar.com CONFIRMS YOUR ACCEPTANCE OF THESE TERMS AND FORMS A LEGAL CONTRACT BETWEEN YOU AND MASH. MASH reserves the right to change any of the terms of this 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 Image(s).

AND WHEREAS the following provisions record the legal terms and conditions upon which MASH, provides services, which facilitate the licensing of Images.

THIS IS A LEGAL AGREEMENT BETWEEN YOU ("LICENSEE") AND MASH AUDIO VISUALS PRIVATE LIMITED ("MASH "). THIS AGREEMENT APPLIES TO LICENSES ISSUED VIA THE WEB AND VIA LOCAL SALES REPRESENTATIVES, AND IS APPLICABLE TO ONLINE, DIGITAL AND ANALOGUE (PHYSICAL) DELIVERY OF LICENSED MATERIAL (THE "AGREEMENT").

Now, Therefore, in consideration of the foregoing, of the mutual covenants and agreements herein contained and of good and valuable consideration, the Parties hereto, intending legally to be bound, hereby agree as follows:

ARTICLE I

DEFINITIONS AND INTERPRETATIONS

The following definitions shall apply:

1. Exclusive Rights Image
The "Designated End User" shall have the exclusive right to use the image as purchased to the exclusion of all others for the "Specific Time Period" of the license mentioned while purchasing of the Exclusive Rights image(s)

2. Gallery Database
means any digital library or catalogue of Images maintained or accessed via MASH through its website www.imagesbazzar.com which may be divided in any manner.

3. Image
means any digitised photograph illustration of whatever nature which is the subject of a Listing Confirmation, and features in the Gallery Database.

4. Invoice
means the computer-generated or pre-printed invoice provided by MASH or an authorized distributor that may include, without limitation, the permitted scope of use of the Licensed Material selected, any limitations on the license in addition to those specified herein and the corresponding price for the license of such Licensed Material. The Invoice shall be incorporated into this Agreement and all references to the Agreement shall include the Invoice

5. License
means an Exclusive Rights License.

6. Licensee
means the Disclosed Agent or the Designated End user.

7. License Fees
means any sum or sums actually received by MASH from the Licensee in respect of the License of an Image whether a single payment or a royalty paid over time.

8. Gross License Fee
means the gross amount billed to the Licensee inclusive of any sales or transactions taxes, including but not limited to VAT

9. Net License Fee
means the net amount billed to the Licensee exclusive of any sales or transactions taxes, including but not limited to VAT.

10. MASH
means MASH AUDIO VISUALS PRIVATE LIMITED or any other person to whom it may license or assign its rights under this contract.

11. MASH Group
means MASH and its Holding Company and all Subsidiaries of those entities and "Subsidiary" means a subsidiary within the meaning of the Companies Act of India.

12. Licensed Material
means any still image, film or video footage, audio product, visual representation generated optically, electronically, digitally or by any other means, including any negatives, transparencies, film imprints, prints, original digital files or any Reproductions thereof, or any other product protected by copyright, trademark, patent or other intellectual property right, which is licensed to Licensee by MASH 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 taken as a whole.

13. Disclosed Agent
means the party who purchases the license on behalf of the Designated End User. The Disclosed Agent may be a design firm, freelancer, employee, or any other party contracted by the Designated End User. In some cases, the Disclosed Agent may be the same as the Designated End User. If the Disclosed Agent is NOT the same as the Designated End User, the Disclosed Agent acts as an agent for the Designated End User, and both parties are bound by these terms

14. Designated End User
means the specific product, service or entity that is being promoted by the use of the image.
During the purchase process of an image, you will be asked to identify that specific "End User" of the image. If you are an ad agency or graphic designer working on a project for a specific client, it is that client and/or the specific product or service they are promoting who is the "End User" of the image. 
After licensing an Exclusive Rights image for one, set price, the specific Designated End User may use the image in as many ways as they would like for a "Specific Time Period"(with certain restrictions, see license) but no one except the designated end-user may do so.

15. Property Release
means any written release from the owner and/or occupier of any property whose permission is necessary or desirable for Images incorporating in whole or in part that property to be published in any jurisdiction in the world.

16. Model Release
means a legal document that entitles MASH to use images with recognizable person or persons without penalty or further claim.

17. Reproduction and Reproduce
means any form of copying or publication of the whole or a part of any Licensed Material, via any medium and by whatever means, and the distortion or manipulation of the whole or any part of the Licensed Material and the creation of any derivative work from the Licensed Material.

18. Specific Time Period
means the time period for which that image would be removed from the gallery database (www.imagesbazaar.com) and nobody else can buy that image for that time period. Price for Exclusive Rights depends only on the Time Period for which the designated end user needs exclusivity for that image. There are three options available for choosing the Time Period, i.e. 3 months, 1 year, and 3 years.

Interpretation

In this Agreement, unless the context otherwise requires:

• the headings in this Agreement are for convenience only and shall not be deemed to be part hereof or be taken into consideration in the interpretation or construction of this Agreement;
• words importing the singular include the plural and vice versa;
• words importing "it" or a gender include any gender;
• "Licensee" refers both to the Designated End User and to the Disclosed Agent
• a reference to a Article, clause, party, or schedule is a reference to a part and clause of, and a party and schedule to, this Agreement and a reference to this Agreement includes any schedule;
• a reference to any statute, regulation, proclamation, ordinance or by-law includes all statutes, regulations, proclamations, ordinances or by- laws amending, consolidating or replacing them, and a reference to a statute includes all regulations, proclamations, ordinances and by-laws issued under that statute
• a reference to a document includes an amendment or supplement to, or replacement or innovation of, that document;
• a reference to a party to any document includes that party's successors and permitted assigns;
• reference to a time and date concerning the performance of any obligation by a party is reference to the time and date in India;
• any express statement of a right of a party under this Agreement is without prejudice to any other right of that party expressly stated in this Agreement or arising at law.

ARTICLE II

GRANT OF RIGHTS & RESTRICTIONS.

1. Unless stated otherwise in the Invoice, MASH grants to Licensee an Exclusive, non-sublicensable and non-assignable right to use and Reproduce the Licensed Material identified in the Invoice, solely to the extent explicitly stated in this Agreement for the "Specific Time Period" as mentioned in the Invoice. Subcontractors of Licensee may exercise this right, provided that such subcontractors agree to abide by the terms of this Agreement.

2. The license will automatically terminate, unless terminated earlier, at the end of the license period, i.e. "Specific Time Period"

3. Use of the Licensed Material is strictly limited to the period of time and any other restrictions specified in the Invoice. Licensee may utilize the Licensed Material in any production process that may be necessary for the intended use specified in the Invoice.

4. MASH grants to Licensee an Exclusive Right to use one single image only (i.e. Image ID purchased) and NOT for any other similar image(s) with same model(s), same location, same lighting, same set-up, same pose, same expressions, etc. Although we try not to put two exactly similar images on our website but we do not take any guarantee about two images being exactly similar with different image ID's. Exclusive Rights are granted for that specific image ID only. So if you want complete exclusivity of the entire concept, then you must also buy the Exclusive Rights of other similar image(s) with different image ID's or contact us to know the history of images similar to the image ID you are buying.

5. While MASH makes efforts to correctly caption the subject matter of the Licensed Material, MASH does not warrant that such information is accurate.

6. MASH makes no warranty for presence of similar images on other parts of its website (www.imagesbazaar.com) which are similar in people, pose, expressions, location, composition, etc. as to the image ID purchased. Someone else might have already purchased the Exclusive Right or Non-Exclusive Right to use that image, which might look similar to the image you have purchased. So if Exclusivity of the entire concept of the image you are purchasing is critical for the project, then you must contact us to know the history of the similar images or/and to buy the Exclusive Rights of all the similar image(s).

7. Licensed Material may be cropped but shall not, under any circumstances, otherwise be altered, changed or tampered with, either manually or electronically, without MASH express written permission.

8. Upon reasonable notice, MASH may inspect any records, accounts and books relating to the Reproduction of any of the Licensed Material to ensure that the Licensed Material is being used in accordance with this Agreement.

9. Licensee grants to MASH the irrevocable, perpetual, royalty-free, non-exclusive right and license to use Final Elements solely for the promotion of MASH or any of its subsidiaries. For purposes of this paragraph, "Final Elements" shall mean any end product produced by Licensee pursuant to this Agreement, including but not limited to use in magazines, books, feature films, television productions and other print.

10. Licensed Material shall not be used contrary to any restriction on use provided to Licensee prior to or at the time the Licensed Material is delivered to Licensee. Such restrictions may be included in the information provided with the Licensed Material on MASH website or in any other communication by MASH. Any such restriction provided to Licensee shall be incorporated into and become part of this Agreement.

11 The Licensee agrees not to use the image(s) in any way that could be considered defamatory, pornographic, libelous, immoral, obscene or fraudulent, either by making physical changes to it, or in the juxtaposition to accompanying text. You agree not to use MASH as part of any use involving sensitive subject matter, as determined by MASH, including but not limited to the following sensitive subjects: all sexual issues including but not limited to Sex related products and services, sexually transmitted diseases, substance abuse, alcohol, tobacco, AIDS, cancer, mental ailments, Homosexual or alternative lifestyles issues, and physical or mental abuse, without advance written consent from MASH and any model in such Image. Sensitive subject usage pertains to both commercial and editorial uses. Contact MASH for verification of model releases.

Availability of model releases does not grant the right to use an image in any sensitive issues mentioned above.

ARTICLE III

CONSIDERATIONS AND CONDITIONS

Consideration

1. Collection Specific Terms & Conditions

Interest or Cancellation on Overdue Invoices. If Licensee fails to pay MASH invoice in full within the time specified in the Invoice, MASH may add a service charge of two percent (2 %) per month, or such lesser amount as is allowed by law, on any unpaid balance until payment is received. MASH also reserves the right, in its sole discretion, to revoke the license if payment is not made in full on time.

2. Upgrading of Exclusive Rights License Agreement

If the “Licensee” wants to upgrade the period of Exclusive Rights Usage, then the “Licensee” must pay the total amount afresh (not balance) to MASH atleast 15 days prior to the last day of the “Specific Time Period”. Paying the balance amount cannot renew this. “Licensee” must pay the current price for the “Specific Time Period”, which may be greater than the price for which the Exclusive Rights were taken. For instance, if the Exclusive Rights for an image was taken for “four months” and the “Licensee” wants to continue this till one year than the “Licensee” is bound to pay the current price for one year and not eight months. If the payment is not received and realized in full, MASH can give the Non-Exclusive Rights of that image to any other “Licensee” the day that Exclusive Rights contract expires.

Conditions

1. Photo Credit and Intellectual Property.

(i) Copyright: MASH own all copyrights in the Licensed Material. 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, MASH grants Licensee no right or license, express or implied, to the Licensed Material.

(ii) Photo Credit. The following photo credit must appear adjacent to the use of Licensed Material for the Editorial purpose: "imagesbazaar.com". If Licensee omits the credit, Licensee will be charged an additional fee equal to one hundred percent (100%) of the license fee.

(iii) Trademarks. In connection with the use of "MASH" or any other of MASH trade names, trademarks, logos or service marks ("Marks"), Licensee acknowledges and agrees that

• MASH and ImagesBazaar Marks are and shall remain the sole property of MASH,
• nothing in this Agreement shall confer upon Licensee any right of ownership in MASH Marks and
• Licensee shall not now or in the future contest the validity of MASH Marks.

• the licensed material
• caption information accompanying licensed material,
• third-party digital delivery systems,
• the availability or operation of the digital archive whether accessed via the internet or otherwise or
• the availabilty or operation of equipment, software or service provided by third parties. MASH shall not be liable to licensee or any other person or entity for any general, punitive, special, indirect, consequential, incidental, lost profits or other damages arising out of this agreement, even if MASH has been advised of the possibility of such damages. Some jurisdictions do not permit the exclusion or limitation of implied warranties or liability for certain categories of damages.

• stop using the Licensed Material;
• destroy or, upon the request of MASH, return the Licensed Material to MASH; and
• delete or remove the Licensed Material from Licensee's premises, computer systems and storage (electronic or physical).