• 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

Licensee has the non-exclusive, non-transferable, non-sublicensable right to Reproduce the Licensed Material identified in the Invoice an unlimited number of times in any and all media for the following purposes (together the "Permitted Uses"):

• Advertising and promotional materials;
• Broadcast and theatrical exhibitions;
• Print publications and physical products;
• Electronic publications including website design, up to a maximum resolution of 72dpi; and
• Any other uses approved in writing by MASH

2. Licensee has the right to have the Licensed Material Reproduced by subcontractors of Licensee, provided that Licensee ensures that such subcontractors agree to abide by the provisions of this Agreement.

3. Licensee may alter, crop, manipulate and create derivative works of the Licensed Material.

4. Licensee's rights to the Licensed Material are worldwide and perpetual.

Restrictions

1. Licensee may store the Licensed Material in a digital library, network configuration or similar arrangement to allow the Licensed Material to be viewed by employees, partners and clients of Licensee, but under no circumstance may the Licensed Material ever be used by more than 10 Users unless a separate seat license is purchased for each additional User, before such additional use begins.

2. Licensee may not sublicense, sell, assign, convey or transfer this Agreement or any of its rights under this Agreement but Licensee may sell or license derivative works incorporating the Licensed Material. However, Licensee may not include the Licensed Material in an electronic template intended to be Reproduced by third parties on electronic or printed products.

3. Use the Image for any items for resale, including but not limited to, posters book covers and consumer merchandise, provided these products are not intended to allow the re-distribution or re-use of the Image.

4. 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.

5. Licensed Material shall not be incorporated into a logo, trademark or service mark.

6. Licensee may not post the Licensed Material online in a downloadable format or enable it to be distributed via mobile telephone devices.

7. 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.

8. The Licensed Material : 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

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

10. Licensee must abide by any restriction on use notified to it by MASH before or at the time of delivery of the Licensed Material, either in the information accompanying the Licensed Material or otherwise

11. If the Licensed Material is used in an editorial manner, Licensee must include the following credit adjacent to the Licensed Material: "www.Imagesbazaar.com/MASH".

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

13. Agents are granted the rights listed in this agreement provided that these rights are used solely in a final product published by a single client as the final end user.



ARTICLE III

CONSIDERATIONS AND CONDITIONS

Consideration

1. Collection Specific Terms & Conditions

No rights are granted until the invoice is paid in full. A service charge of two percent (2%) per month, or such lesser amount allowed by law, will be charged thereafter on any unpaid balance. Any claims for adjustment of terms must be made MASH within five (5) days of the receipt of the invoice, or the invoice will be deemed accepted. Prices can be found on MASH'S website or by calling MASH

Conditions

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, MASH grants Licensee no right or license, express or implied, to the Licensed Material.

2. 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 other provisions of this Agreement, MASH 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.

3. Proper identification of the Designated End User is a material term of this Agreement. No rights are granted until the Designated End User is identified to MASH. MASH reserves the right to revoke this License Agreement at any time if, in MASH'S sole discretion, the Designated End User has not been identified properly

4. Releases: MASH will notify the Licensee if it has obtained a model release and/or a property release for the Licensed Material, in the release status information accompanying the Licensed Material on the image details page of the website itself. If no such notification is given, then no such model or property release has been obtained. Except where Licensee is specifically notified, MASH grants no rights and makes no warranties with regard to the use of names, people, trademarks, trade dress, registered, unregistered and copyrighted designs or works of art or architecture depicted in any Licensed Material. Where Licensed Material is unreleased, Licensee shall be solely responsible for determining whether a release is required in connection with any proposed use of such Licensed Material. Licensee acknowledges that some jurisdictions provide legal protection against a person's image, likeness or property being used for commercial purposes without their consent. MASH makes no representations or warranties as to whether or not any additional fees or payments may be due to any model depicted in Licensed Material pursuant to the requirements of any applicable trade union and Licensee shall be solely responsible for any such additional fees or payment to such trade union.

5. MASH has the right to publish the name, logo or copy of advertisement of the Designated End User "The Client" on it's website(s), advertisements for print or electronic media, and on all kinds of promotional materials solely meant for the purpose to show the list of Clients who have licensed images from MASH. However if the Licensee do not want MASH to use the Client's name in any such manner, then the Licensee must mail a letter with the stamp/seal of the company for such a request


ARTICLE IV

REPRESENTATIONS AND WARRANTIES

1. MASH 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, and will not violate any right of privacy or right of publicity.

(iv) MASH makes no other warranties, express or implied, regarding the licensed material, including, without limitation, any implied warranties of merchantability or fitness for a particular purpose. MASH shall not be liable to licensee or any other person or entity for any general, punitive, special, indirect, consequential or incidental damages, or lost profits or any other damages, costs or losses arising out of licensee's use of the licensed material or otherwise, even if MASH has been advised of the possibility of such damages, costs or losses. MASH's maximum liability arising out of or in connection with licensee's use of or inability to use the licensed material (whether in contract, tort or otherwise) shall, to the extent permitted by law, be limited to the actual value paid by the licensee for the licensed material.

(v) The representations and warranties made by MASH in this agreement apply only to the licensed material as delivered by MASH and will be invalid if the licensed material is used by licensee in any manner not specifically authorized in this agreement or if licensee is otherwise in breach of this agreement.



ARTICLE V

INDEMNITY

1. Provided that the Licensed Material is only used in accordance with this Agreement and Licensee is not otherwise in breach of this Agreement, MASH shall defend, indemnify and hold Licensee harmless from all damages (excluding punitive damages), liabilities and expenses (including reasonable attorney's fees and permitted and authorized costs), arising out of or connected with any actual or threatened lawsuit, claim or legal proceeding alleging that MASH is in breach of its warranties given in Article IV above. The foregoing states MASH entire indemnification obligation under this agreement and Licensee's sole and exclusive remedy for any alleged or actual breach of the representations and warranties set forth in section Article IV above.

2. Licensee shall defend, indemnify and hold MASH and its parent, subsidiaries and commonly owned or controlled affiliates and their respective officers, directors and employees harmless from all damages (except punitive damages), liabilities and expenses (including reasonable attorneys' fees and permitted and authorized costs), 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 breach by Licensee of this Agreement.

3. The party seeking indemnification pursuant to this section 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 thereof. Indemnified party shall have the right to participate in such litigation, at its expense, through counsel selected by indemnified party. The indemnifying party will not be liable for legal fees or other costs incurred prior to the other party giving notice of the claim for which indemnity is sought.



ARTICLE VI

TERMINATION AND REVOCATION

1. The license contained in this Agreement will terminate automatically without notice from MASH if Licensee fails to comply with any provision of this Agreement. Upon termination, Licensee must immediately

(i) stop using the Licensed Material;

(ii) destroy or, upon the request of MASH, return the Licensed Material to MASH; and

(iii) delete or remove the Licensed Material from Licensee's premises, computer systems and storage (electronic or physical).

2. MASH reserves the right to revoke the license to use the Licensed Material for good cause and elect to replace such Licensed Material with alternative Licensed Material. Upon notice of any revocation of a license for any particular Licensed Material, Licensee shall immediately cease using such Licensed Material and shall where possible ensure that its clients and customers do likewise.



ARTICLE VII

MISCELLANEOUS

1. Unauthorized Use. Any use of Licensed Material in a manner not expressly authorized by this Agreement or in breach of a term of this Agreement constitutes copyright infringement, entitling MASH 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 MASH other remedies under this Agreement, MASH reserves the right to charge and Licensee agrees to pay a fee equal to five times MASH normal license fee for use of the Licensed Material.

2. Governing Law. This Agreement will be governed in all respects by the laws of Republic of India, without reference to its laws relating to conflicts of law. Any disputes arising from this Agreement or its enforceability shall be settled by binding arbitration to be held in New Delhi, India, will be finally settled If MASH and Licensee are unable to agree on the location of the arbitration, MASH decision shall be final. All other disputes, will be settled in a court of law and the courts at New Delhi, India shall have the sole jurisdiction in these matters. The United Nations Convention on Contracts for the International Sale of Goods does not govern this Agreement. Notwithstanding the foregoing, MASH 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 MASH, such action is necessary or desirable.

3. 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.

4. Waiver. No action of MASH, other than express written waiver, may be construed as a waiver of any provision of this Agreement. A delay on the part of MASH 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 MASH 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 those rights or remedies on any other occasion.

5. Entire Agreement. This Agreement, including the Invoice, contains all the terms of the license agreement and no terms or conditions may be added or deleted unless made in writing and signed by an authorized representative of both parties. In the event of any inconsistency between the terms contained herein and the terms contained on any purchase order or other communication sent by Licensee, the terms of this Agreement shall prevail.