THIS IS A LEGAL AGREEMENT BETWEEN YOU AND PIXTAL (APLICACIONES DE LA IMAGEN, S.L.) PLEASE READ THIS AGREEMENT CAREFULLY. BY DOWNLOADING AND/OR USING ANY PIXTAL ROYALTY FREE PRODUCT YOU AGREE TO BE 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 OR USE ANY IMAGES CONTAINED IN THIS SITE.

IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF YOUR EMPLOYER AND/OR PRINCIPAL, THIS LICENSE AND ALL THE RESTRICTIONS AND LIMITATIONS RECITED HEREIN APPLY TO YOUR EMPLOYER AND/OR PRINCIPAL AS WELL AS TO YOU AS A REPRESENTATIVE AND/OR AGENT OF YOUR EMPLOYER AND/OR PRINCIPAL. YOU HEREBY FURTHER WARRANT AND REPRESENT TO PIXTAL THAT YOU HAVE FULL AND EXPRESS AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF YOUR EMPLOYER AND/OR PRINCIPAL AND THAT YOU WILL NOT USE ANY ROYALTY FREE PRODUCT OBTAINED FROM PIXTAL FOR THE BENEFIT OF ANY OTHER PERSON OR ENTITY WITHOUT ENTERING INTO A SEPARATE LICENSE WITH PIXTAL .

ALL IMAGES ARE COPYRIGHTED AND ALL RIGHTS TO THESE IMAGES ARE OWNED BY PIXTAL AND ITS LICENSORS. PIXTAL RETAINS ALL RIGHTS NOT SPECIFICALLY GRANTED TO YOU BY THIS AGREEMENT. YOUR RIGHT TO USE ANY PIXTAL ROYALTY FREE PRODUCT IS SUBJECT TO YOUR FULL PAYMENT OF THE LICENSE AND THE RESTRICTIONS SET FORTH IN THIS AGREEMENT.

I. Rights Granted

1.1 Conditioned upon your full payment of the license and your compliance with the terms of the invoice and this Agreement (including all restrictions), Pixtal grants you a personal, non-exclusive and non-transferable right to use and reproduce, for your own commercial or non-commercial use, on a worldwide and perpetual basis, the Pixtal Royalty Free images (regardless of the form in or media on which the Royalty Free Images are delivered to you, including, but not limited to electronic or online transmission, CDs or DVDs) (hereinafter "the Image(s)”), in the following ways:

• Print usage: refers to any type of printed, tangible materials including advertising, promotional materials, publications or products (including products offered for sale except as prohibited in Section II below).
• Non-print usage: refers to any digital or electronic materials including websites (but not website templates), multimedia presentations and CD-ROMs provided that no Image is at a resolution greater than 480 by 640 pixels (72 dpi) and each Image is incorporated into a design in such a fashion that it is clearly not intended to be separately downloaded, copied or distributed by any third party.

II. Restriction on Use

2.1 The rights hereby granted to you are non-transferable which means that any work that you produce using an Image must be for your own use, or for the use of your direct employer or client, who must be the end-user of your work. You may not sublicense, sell, assign, convey, dispose of, loan, give or otherwise transfer to anyone any CD, DVD or alike (hereinafter the “Disc Product”) or any of the Images or the right to use the Disc Product or the Images except insofar as an Image has been included by you into one of the authorized uses referred to in Section I above and nothing you produce shall grant or purport to grant to any third party a right to use or reproduce the Images. You hereby agree to take all commercially reasonable steps to prevent third parties from duplicating or distributing the Images.

2.2 If you are entering into this License Agreement for the benefit of, and/or as an agent on behalf of your direct employer (Employer) or client (Final Client), then you represent and warrant that i) such Employer and/or Final Client has authorized you to enter into this License Agreement and that the licenses granted hereunder are on that Employer’s and/or Final Client’s behalf, that such Employer and/or Final Client has agreed to be bound hereby and that you have actual and express authority to act on behalf of and bind such Employer and/or Final Client to the terms of the present License Agreement; ii) the Images and the End-Use of the same are solely for the benefit of Employer and/or the Final Client and that you will not use the Images or End Use for the benefit of any other person or entity without entering into a separate license with Pixtal; and iii) you will comply with all the terms hereof and shall be jointly and severally liable for any breach of the terms hereof by the Employer and/or the Final Client.

2.3 Even though you may sell or license derivative works incorporating the Images, you may not use any Image for sale or license where the primary value resides in the Image itself (For example, you may not sell posters or prints of any Image) nor include any Image in an electronic template intended to be reproduced by third parties on electronic or printed products.

2.4 You may not sell, license or distribute any derivative work containing any Image in a way that would allow a third party to download, extract or access the Image as a stand-alone file.

2.5 If Images are licensed by a company, they may be shared by creating an Image library, Image storage jukebox, network configuration or similar arrangement as long as no more than ten (10) specific employees (hereinafter the “Users”) within the same company and no more than one User at a time get access to the Images, unless a separate seat license is purchased for each additional User, before such additional use begins. This is not a simultaneous user agreement.

2.6 Except as specifically provided in the previous paragraph, the Images may not be shared or copied and you may not create a network of servers, either with or without a central location to enable others to share the Images.

2.7 The Images may not be used as part of a logo, trade name, service mark or trademark or used to infringe on anyone’s logo, trade name, service mark or trademark.

2.8 The Images may not be posted online nor placed in any other electronic distribution system in a downloadable format, FTP or similar nor enabled to be distributed via mobile telephone devices.

2.9 The Images may not be used for any pornographic, unlawful purpose or use or to defame any person or violate any person's right of privacy or publicity or to infringe upon any copyright, trade name, trademark or service mark of any person or entity. Advance written permission from Pixtal is required for use of Images for sensitive subjects, including without limitation, topics that may depict the subject matter of an Image in a negative or unfavorable light or subject persons to ridicule, and topics regarding all sexual issues, substance abuse, physical or mental abuse, alcohol, drugs, tobacco, AIDS, cancer or serious physical or mental ailments, or the disparagement of a person or product.

2.10 Upon notice of discontinuance of a license for any particular Image, you agree not to use such Image in the future. To the fullest extent permitted by law, your sole remedy for any recalled Image shall be, at Pixtal's sole discretion, the replacement of such recalled Image with another Image or the refund of any license fee paid attributable to such recalled Image.

2.11 If the Images are used in an editorial manner, you must include the following credit adjacent to the Images: “© Pixtal”

III. Unauthorized uses and Indemnity

3.1 Any use of any Image and/or Disk Product in a manner not expressly authorized by this Agreement or in breach of a term of this Agreement constitutes copyright infringement, entitling Pixtal to exercise all rights and remedies available to it under copyright laws around the world. You shall be responsible for any damages resulting from any such copyright infringement, including without limitation any claims by a third party and you hereby agree to indemnify and hold harmless Pixtal and its subsidiaries, successors, affiliates, parent, officers, directors, employees, contractors, content providers, licensors, distributors or agents, against all claims (including without limitation, claims by third parties), liability, damages, judgments, settlements, costs and expenses, including reasonable legal fees and expenses, arising out of or related to any use of the Disk Products or Images other than the uses specifically permitted by this Agreement.

IV. Limited Warranty and limitation of liability

4.1 Pixtal warrants that: it has all necessary rights and authority to enter into and perform this Agreement; ii) any Disk Product will be free from defects in material and workmanship for ninety (90) days from delivery. The Client’s sole and exclusive remedy for a breach of this warranty is the replacement of the Disk Product or refund of the purchase price, at Pixtal´s sole option. PIXTAL GRANTS NO RIGHTS AND MAKES NO WARRANTIES WITH REGARDS TO THE USE OF NAMES, TRADEMARKS, TRADE DRESS, DESIGNS OR WORKS OF ART OR ARCHITECTURE DEPICTED IN ANY IMAGE, AND YOU MUST SATISFY YOURSELF THAT ALL THE NECESSARY RIGHTS AND CONSENTS REGARDING ANY OF THE ABOVE, AS MAY BE REQUIRED FOR THE INTENDED USE HAVE BEEN OBTAINED. WHILE PIXTAL MAKES EFFORTS TO USE ACCURATE CAPTION INFORMATION, PIXTAL DOES NOT WARRANT THAT SUCH INFORMATION IS ACCURATE. PIXTAL MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED REGARDING ANY IMAGES INCLUDING, WITHOUT LIMITATION, THAT THE IMAGES ARE ERROR FREE, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

4.2 EXCEPT FOR ANY LIABILITY WHICH CANNOT BY LAW BE EXCLUDED OR LIMITED, NEITHER PIXTAL NOR ANY PIXTAL’S SUBSIDIARY, SUCCESSOR, PARENT, AFFILIATE, PARTNER, OFFICER, DIRECTOR, EMPLOYEE, CONTRACTOR, CONTENT PROVIDER, LICENSOR, DISTRIBUTOR OR AGENT SHALL NOT BE LIABLE FOR ANY GENERAL, PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES, OR LOST PROFITS OR ANY OTHER DAMAGES, COSTS OR LOSSES ARISING OUT OF THE USE OR INABILITY TO USE THE IMAGES OR OTHERWISE, EVEN IF PIXTAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES. PIXTAL’S MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE USE OF OR INABILITY TO USE THE IMAGES SHALL, TO THE EXTENT PERMITTED BY LAW, BE LIMITED TO THE LICENSE PAID FOR THE PARTICULAR IMAGE.

4.3 THE REPRESENTATIONS AND WARRANTIES MADE BY PIXTAL IN THIS AGREEMENT APPLY ONLY TO THE IMAGES AND DISK PRODUCTS AS DELIVERED BY PIXTAL AND WILL BE INVALID IF THE IMAGES ARE USED IN ANY MANNER NOT SPECIFICALLY AUTHORIZED IN THIS AGREEMENT.

V. Waiver

5.1 No action of Pixtal , other than express written waiver, may be construed as a waiver of any provision of this Agreement. A delay on the part of Pixtal 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 Pixtal 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 by Pixtal on any one occasion will not be construed as a bar to or waiver of rights or remedies on any other occasion.

VI. Severability

6.1 Should any provision of this Agreement be found invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected and shall remain in full force and effect. Such provisions shall be revised only to the extent necessary to make them enforceable.

VII. Entire Agreement

7.1 This Agreement contains all the terms of the license agreement for the Royalty Free products 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 you, the terms of this Agreement shall govern.

VIII. Law and Venue

8.1 This Agreement, and all matters collateral thereto, shall be governed by and construed in accordance with the laws of Spain, excluding the application of its conflicts of law rules, and any dispute arising hereunder shall be litigated solely in a court of competent jurisdiction in Barcelona, Spain. Notwithstanding the foregoing, this provision shall not prevent Pixtal, from addressing any competent court, tribunal or venue to which it might be entitled, in order to seek for interim measures or any other legal remedies.

8.2 This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly disclaimed.

The terms of this Agreement shall supersede and replace any other terms of use which may be included in any prepackaged Disk Product delivered to you.

If you are unsure of your rights under this License Agreement or would like to acquire additional rights (or additional seat licenses), please contact us at our toll free number 900 256 900 (from Spain) or +34 93 300 2552 (from outside Spain) or send us an email at pixtal@pixtal.com.

© 2006 PIXTAL®. All rights reserved