This is a legal agreement between YOU ("YOU") and "Emotive Images", a brand of Flora Press Agency GmbH ("Emotive Images").

Please read this agreement carefully. By downloading a Royalty Free single image and / or a collection of Royalty Free single images of a VCD (both referred to us "PRODUCT") from our website or that of one of our distribution partners, YOU agree to be legally bound by the terms and conditions of this agreement. If YOU do not agree with the terms and conditions of this agreement, do not download the PRODUCT. This agreement is between YOU and Emotive Images and is effective on the date that YOU accept the delivery of any PRODUCT, wheter by electronic, physical or other means.

If YOU are entering into this agreement on behalf of YOUR employer, this license and all the terms and conditions herein apply to both YOUR employer and YOURSELF as a representative of YOUR employer, who shall herein be collectively referred to as "YOU". If YOU cease to be employed by YOUR employer for any reason, this agreement will continue with YOUR employer and YOU must enter into another agreement with Emotive Images in order to continue to use the PRODUCT.

The PRODUCT is copyrighted Emotive Images. All rights that are not specifically granted to by this agreement are reserved. YOUR right to use any of the PRODUCT is subject to YOUR full payment of the license and the restrictions set forth in this agreement.

1. GRANT OF LICENSE

1.1 Subject to the terms and conditions of this Agreement, Emotive Images grants to YOU a non-exclusive, non-transferable license to use each PRODUCT that YOU have purchased, on a worldwide and perpetual basis, for YOUR own commercial or non-commercial use or for YOUR direct clients, but only as set out below, and not for any other purposes. Therefore the licence is sublicenseable under the reservation of paragraph 1.5 of this Agreement.

1.2 YOU may use the PRODUCT as part of advertising and promotional materials (including advertisements, brochures, books, company newsletters, company reports, packaging and presentations); online or other multimedia content (including online advertisement and web page design) provided that no PRODUCT is at a resolution greater than 72 dpi and cannot be downloaded or copied by any third party; publishing; materials for non-commercial use, personal use, sample use and test use, including comps and layouts. All other online and or multimedia uses have to be approved in writing by Emotive Images. (Please contact: contact@emotive-images.com to obtain such license.)

1.3 YOU may create a digital library, network configuration, or similar arrangement to allow the PRODUCT to be used by employees and YOUR direct clients (see also 1.5) provided however that the use of the PRODUCT is limited to no more than 10 such individual users. This is not a simultaneous user agreement. YOU must contact Emotive Images to obtain an additional license for each additional user prior to any use by such user. (Please contact: contact@emotive-images.com to obtain such additional license.)

1.4 All rights not specifically granted above are reserved by Emotive Images. Therefore YOU may not make any use of the PRODUCT in whole or in part that is not expressly provided for in this Agreement.

1.5 YOUR right to sublicence any right granted hereunder is under the reservation, that YOU are an intermediary (e.g. an advertising or design agency) rendering services for YOUR client, who must be bound to the provisions of this Agreement.

2. LICENSE RESTRICTIONS

2.1 Emotive Images does not grant to YOU any right to re-license, rent, resell or lease any of the PRODUCTS to third parties. Nor can YOU assign, convey, dispose of, gift, lease, rent, sell, or otherwise transfer any of the rights granted to YOU under this Agreement.

2.2 YOU are strictly not permitted to use, or allow anyone else to use any PRODUCT, in whole or in part, for or in association with any pornographic purposes, or in any manner which is or could be considered to be libelous or defamatory, fraudulent, infringing or otherwise unlawful, or that in any way is or could be potentially unflattering or controversial for the model in the PRODUCT.

2.3 YOU may not use Images featuring a model in a manner that would imply that the model personally endorses or uses a product or service.

2.4 Advance written permission is required for use of PRODUCT featuring a model if the depiction of the model is used in connection with "Sensitive Issue" subjects, including, but not limited to subjects such as contraception, sexual or implied sexual activity, sexual preferences, dating services, chat lines, substance abuse, physical or mental abuse, violence, poverty, homelessness, dysfunctional family matters, alcohol, tobacco, AIDS, cancer or other serious physical or mental ailment or disability or serious physical or mental disease or any diagnostic test for same.

2.5 YOU may not use the PRODUCT in any products for sale or license where the primary value resides in the product itself, including retail t-shirts, posters, calendars and postcards. If YOU would like to use a PRODUCT for such purposes, please contact: contact@emotive-images.com to obtain a commercial license.

2.6 YOU shall not use as or incorporate a PRODUCT in a logo, trademark or service mark or infringe on anyone's trade name, service mark or trademark.

2.7 YOU may not use a PRODUCT in any template or application, whether online or not, with the purpose of creating multiple impressions of a PRODUCT, including but not limited to: website design templates, presentation templates, electronic greeting cards, business cards, e-business cards, or any other electronic or printed matter. If YOU would like to use a PRODUCT for such purposes, please contact: contact@emotive-images.com to obtain a commercial license.

2.8 YOU may not use, make available for use, transfer, license, sell or otherwise distribute a Product in such a manner that a person can extract or access the PRODUCT as an electronic file, including posting a PRODUCT online in a downloadable format, FTP or other digital format, posting a PRODUCT on any electronic bulletin board or network, or using a PRODUCT in electronic greeting cards. YOU hereby agree to take all commercially reasonable steps to prevent third parties from duplicating or distributing the PRODUCT.

3. COPYRIGHT

3.1 YOU agree to retain the copyright notice of Emotive Images and its licensors and Emotive Images PRODUCT identification code as displayed on the PRODUCT and as included as part of the electronic file.

3.2 YOU agree to use the PRODUCT in compliance with all applicable laws, including, but not limited to, laws and regulations relating to copyright and moral rights.

3.3 YOU agree to provide a credit next to any PRODUCT used in an editorial manner as follows: Copyright Emotive Images

4. TERM AND TERMINATION

4.1 The license granted herein is a perpetual license that will only terminate as set out below. This Agreement will terminate automatically and without notice from Emotive Images if YOU breach, or fail to perform or observe, any covenant, condition or provision of this Agreement. Emotive Images reserves the right at any time to terminate this Agreement in regard to the PRODUCT for any reason whatsoever and elect to replace such PRODUCT with alternative PRODUCT.

4.2 Upon termination of this Agreement, or this Agreement in respect of a particular PRODUCT YOU (I) agree to cease all use of the PRODUCT provided to YOU; (II) return all CDs or other media provided to YOU containing the PRODUCT; (III) destroy or delete any PRODUCT stored on any premises, computer, hard drive, digital media or other facilities or storage devices (electronic or physical), including all copies of the PRODUCT. (IV) ensure that YOUR clients and customers cease all use of the PRODUCT.

5. WARRANTY

5.1 Emotive Images represents, warrants and covenants that: (I) it has all necessary rights and authority to enter into and perform this Agreement; (II) the PRODUCT will be free from defects in material and workmanship for sixty (60) days from delivery; (III) YOUR's use of the PRODUCT in its original form and when used in accordance with this Agreement will not infringe on any third-party copyright, moral right, trademark or other intellectual property right and will not violate any third-party right of privacy or right of publicity to the best of Emotive Images' knowledge; and (IV) all necessary model and/or property releases for use of the PRODUCT authorized under this Agreement have been obtained. Neither Emotive Images, nor any party on whose behalf Emotive Images licenses the Product, makes any representations or warranties as to whether any additional fees or payments may be due to any person depicted in any Product pursuant to the requirements of any applicable trade union, and YOU shall be solely responsible for any such additional fees or payments to such trade union. YOUR sole and exclusive remedy for any breach of this paragraph shall be the replacement of the PRODUCT 5.2 You represent, warrant and covenant that: (I) YOU have all necessary rights and authority to enter into and perform this Agreement; (II) YOU and YOUR clients will only use PRODUCT in accordings with licence granted hereunder, (III) neither YOUR or YOUR client´s exercise of any right granted hereunder will violate or infringe the right of Emotive Images or any original-licensor to Emotive Images.

6. INDEMNITY / BREACH

YOU agree to unlimitedly indemnify, defend, save and hold Emotive Images and its licensors and contributors and its resellers, harmless from and against any liability, cost, fee, expense, loss, judgment, claim or damage claimed by any third party (including reasonable legal fees) arising or resulting from any breach, violation of, or failure to fulfill, any representation, warranty, covenant or agreement made herein by YOU or arising out of any use of PRODUCT provided to YOU by Emotive Images (including but not limited to: the use of PRODUCT in breach of this Agreement; the use of PRODUCT otherwise than in accordance with the rights granted to YOU herein; the use of PRODUCT in such a manner that violates or infringes any right of another person, consents or waivers; and the unauthorized use by any third party to which YOU may have supplied or suclicenced the PRODUCT to in accordance with this Agreement)

7. LIABILITY

NEITHER EMOTIVE IMAGES NOR ANY OTHER LICENSOR OR AUTHORIZED DISTRIBUTOR THEREOF MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE PRODUCT OR THE DELIVERY THEREOF, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER EMOTIVE IMAGES NOR ANY OTHER LICENSOR OR AUTHORIZED DISTRIBUTOR THEREOF SHALL BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES OR LOST PROFITS OR ANY OTHER DAMAGES, COSTS OR LOSSES ARISING OUT OF THIS AGREEMENT, EVEN IF EMOTIVE IMAGES OR ANY OTHER LICENSOR OR AUTHORIZED DISTRIBUTOR THEREOF, AS APPLICABLE, HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES. SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES OR LIABILITY FOR CERTAIN CATEGORIES OF DAMAGES. IN ADDITION, EMOTIVE IMAGES` TOTAL LIABILITY FOR DIRECT DAMAGES FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF ACTION, SHALL NOT EXCEED THE AMOUNT RECEIVED BY EMOTIVE IMAGES FROM YOU DURING THE PREVIOUS TWELVE (12) MONTHS FOR THE PRODUCT GIVING RISE TO SUCH CLAIM.

8. CONDITION OF PRODUCT

YOU should examine the PRODUCT for possible defects (whether digital or otherwise) before sending any Product for Reproduction. Emotive Images shall not be liable for any loss or damage suffered by YOU or any third party, whether directly or indirectly, arising from any alleged or actual defect in any Product or its caption or in any way from its Reproduction.

9. GOVERNING LAW

This Agreement shall benefit and be binding upon the parties hereto. It shall be governed by and construed in accordance with the laws of Germany applicable therein and shall be treated in all respects as a German contract. The application of the United Nations Convention on Contracts for the International Sale of Goods to this Agreement is expressly excluded and this Agreement will not be governed by that Convention. The Agreement shall be subject to the exclusive jurisdiction of the Courts of Hamburg.

10. ENTIRE AGREEMENT

This Agreement supersedes all prior representations, arrangements, negotiations, understandings and agreements between the parties, both written and oral, relating to the subject matter hereof and sets forth the entire, complete and exclusive agreement and understanding between the parties hereto relating to the subject matter hereof. This Agreement may only be amended by written agreement. Such provisions of this Agreement that, by their nature, would be expected to survive termination of this Agreement shall survive any such termination. YOU shall not assign this Agreement in whole or in part without Emotive Images's approval. Emotive Images may assign this Agreement without YOUR approval.

11. BREACH

In the event of any breach of this Agreement by YOU, YOU agree to indemnify Emotive Images and hold Emotive Images harmless against all claims arising out of any breach by YOU of this Agreement.