Definitions. In this Agreement the following definitions apply:

1.1 "Editorial Licensed Material" means Licensed Material relating to events that are newsworthy or of public interest and that is licensed for use in an editorial manner.

1.2 "Invoice" means the computer-generated or preprinted standard form invoice provided by Getty Images or an authorized distributor setting out terms agreed with the Licensee. The Invoice shall be incorporated into this Agreement and all references to the Agreement shall include the Invoice.

1.3 "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 rights, which is licensed to Licensee by Getty Images 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 as a whole.

1.4 "Licensee" means the person or entity purchasing a license hereunder or if there is a separate Purchaser, the person or entity specifically designated as Licensee during the purchase process and set forth as such in the Invoice.

1.5 "Purchaser" means a person or entity purchasing the license hereunder on behalf of a third party Licensee.

1.6 "Reproduction" and "Reproduce" mean 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, alteration, cropping or manipulation of the whole or any part of the Licensed Material and the creation of any derivative work from the Licensed Material.

1.7 "Rights and Restrictions" means the information: (i) accompanying the Licensed Material on the Getty Images' website (including all areas of the purchase process); (ii) in the Invoice; (iii) in the editorial feed; or (iv) in any other written communication accompanying the Licensed Material. Such restrictions may include, without limitation, the permitted scope of use, any territory or other use restrictions applicable to the Licensed Material selected, and the corresponding price for the license of such Licensed Material. The Rights and Restrictions shall be incorporated into this Agreement and all references to the Agreement shall include the Rights and Restrictions.

2.1 Getty Images grants to Licensee a non-exclusive, non-sublicensable and non-assignable right to use and Reproduce the Licensed Material identified in the Rights and Restrictions, solely to the extent explicitly stated in this Agreement. This right may be exercised by subcontractors of Licensee (including Purchaser) for preparation of the final product for the licensed use, provided that such subcontractors agree to abide by the terms of this Agreement.

2.2 Use of the Licensed Material is strictly limited to the use, medium, period of time, print run, placement, size of Licensed Material, territory and any other restrictions specified in the Rights and Restrictions. Licensee may utilize the Licensed Material in any production process that may be necessary for the intended use specified in the Rights and Restrictions.

2.3 Unless additional rights are stipulated in the Rights and Restrictions or granted pursuant to a separate license agreement, Editorial Licensed Material may not be used for any commercial, promotional, advertising or merchandising use.

2.4 Editorial Licensed Material may be cropped, provided that the editorial integrity of the Licensed Material is not compromised, but shall not, under any circumstances, otherwise be rotated, altered, changed or tampered with, either manually or electronically, without Getty Images' express written permission.

2.5 While efforts have been made to correctly caption the subject matter of the Licensed Material, Getty Images does not warrant that such information is accurate.

2.6 Pornographic, defamatory or otherwise unlawful use of Licensed Material is strictly prohibited, whether directly or in context or juxtaposition with specific subject matter.

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

2.8 Licensee may not make the Licensed Material available in any medium in a manner intended to allow or invite persons to download or extract the Licensed Material.

2.9 Licensed Material may not be modified, reconfigured or repurposed for use in any mobile-directed web sites or mobile applications that are specifically created for viewing of Licensed Material on mobile devices, without obtaining the prior written consent of Getty Images.

2.10 Unless otherwise authorized by applicable law or specified in the Rights and Restrictions, Licensee may not, directly or indirectly, Reproduce the final product of the licensed use in any secondary Reproductions, such as compilations or screen shots. Such Reproductions require an additional license from Getty Images and may be subject to payment of additional license fees.

2.11 Licensed Material shall not be used contrary to any restriction on use that is provided to Licensee prior to or at the time the Licensed Material is delivered to Licensee. Such restrictions may be included in the Rights and Restrictions or in any other written communication from Getty Images. Any such restriction provided to Licensee shall be incorporated into and become part of this Agreement.

2.12 Where Purchaser is licensing Licensed Material on behalf of a Licensee, Purchaser hereby represents and warrants that: (i) Purchaser is authorized to act as an agent on behalf of Licensee and has full power and authority to bind Licensee to this Agreement; and (ii) if Licensee disputes Purchaser's power and authority to act on behalf of Licensee with respect to this Agreement, Purchaser shall be bound and liable for any failure of Licensee to comply with the terms of this Agreement. Nothing in this Section 2.12 shall serve to excuse Purchaser's obligation to make payment to Getty Images for the Licensed Material.

3.1 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, Getty Images grants Licensee no right or license, express or implied, to the Licensed Material.

3.2 Trademarks. In connection with the use of "Getty Images" or any other of Getty Images' trade names, trademarks, logos or service marks ("Marks"), Licensee acknowledges and agrees that (i) Getty Images' Marks are and shall remain the sole property of Getty Images; (ii) nothing in this Agreement shall confer upon Licensee any right of ownership in Getty Images' Marks; and (iii) Licensee shall not now or in the future contest the validity of Getty Images' Marks.

3.3 Photo Credit. Except as otherwise noted in Section 11, Editorial Licensed Material must include the following credit line adjacent to the Licensed Material: "[Photographer's Name]/[Special Collection Reference, if any]/Getty Images" or as otherwise notified by Getty Images. If Licensee omits the credit, an additional fee in an amount up to one hundred percent (100%) of the original invoiced amount attributable to the Licensed Material may be payable by Licensee, at Getty Images' sole discretion. The foregoing fee shall be in addition to any other rights or remedies that Getty Images may have at law or in equity.

3.4 Notice of Violations. Licensee will immediately notify Getty Images if it becomes aware or suspects that any third party that has gained access to the Licensed Material through Licensee is wrongfully using the Licensed Material, in whole or in part, or is violating any of Getty Images' intellectual property rights, including, but not limited to, Marks and copyrights.

4.1 Getty Images will notify Licensee if it has obtained a model release and/or a property release for Licensed Material, either in the Rights and Restrictions or by written notice to Licensee. The warranty and indemnity set forth in Sections 5.1(iv) and 6.1 below are only provided if and when such written notification is given. If no such notification is given, then no such model or property release has been obtained. Licensee acknowledges that some jurisdictions provide legal protection against a person's image, likeness or property being used for commercial purposes without their consent. Neither Getty Images nor any party on whose behalf Getty Images licenses Licensed Material (each, a "Licensor") makes any representations or warranties as to whether any additional fees or payments may be due to any person 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 payments to such trade union.

4.2 Except where Licensee is specifically notified that a model and/or property release has been obtained by Getty Images, neither Getty Images nor any Licensor grants any rights or makes any warranties with regard to the use of names, people, trademarks, trade dress, logos, registered, unregistered or copyrighted audio, designs or works of art or architecture depicted in any Licensed Material. Licensee shall be solely responsible for determining whether a release is required in connection with any proposed use of Licensed Material, and Licensee shall be responsible for obtaining any required release. As to any release delivered with any Editorial Licensed Material, neither Getty Images, nor any Licensor, makes any representation, warranty or guarantee as to its sufficiency with regard to any use of the Licensed Material made by Licensee. Licensee shall obtain all necessary individual, property, team logo, trademark, audio and other releases, approvals and clearances from third parties as may be required for the Licensee's use of the Licensed Material prior to using the Licensed Material.

4.3 If any Licensed Material (other than Editorial Licensed Material) featuring a model or property is used in connection with a subject that would be unflattering or controversial to a reasonable person, Licensee must accompany each such use with a statement that indicates that: (i) the Licensed Material is being used for illustrative purposes only; and (ii) any person depicted in the Licensed Material, if any, is a model.

5.1 Getty 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 thirty (30) days from delivery (Licensee's sole and exclusive remedy for a breach of this warranty being the replacement of the Licensed Material); (iii) Licensee's use of the Licensed Material in its original form, and when used in accordance with this Agreement, will not infringe on any copyrights or moral rights of any person or entity; and (iv) if a release is provided by Getty Images pursuant to Section 4.1, Licensee's use of the Licensed Material in its original form, and when used in accordance with this Agreement will not infringe on any trademark or other intellectual property right and will not violate any right of privacy or right of publicity.

5.2 NEITHER GETTY IMAGES NOR ANY LICENSOR MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE LICENSED MATERIAL OR ITS DELIVERY SYSTEMS, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER GETTY IMAGES NOR ANY LICENSOR SHALL BE LIABLE TO LICENSEE OR ANY OTHER PERSON OR ENTITY FOR ANY PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIALOR INCIDENTAL DAMAGES, OR ANY OTHER DAMAGES, COSTS OR LOSSES ARISING OUT OF THIS AGREEMENT, EVEN IF GETTY IMAGES OR ITS LICENSORS, 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.

6.1 Provided Licensed Material is only used in accordance with this Agreement and Licensee is not otherwise in breach of this Agreement and as Licensee's sole and exclusive remedy for any alleged or actual breach of the representations and warranties set forth in Section 5 above, Getty Images shall defend, indemnify and hold Licensee and its parent, subsidiaries and commonly owned or controlled affiliates and their respective officers, directors and employees harmless from all damages (except punitive damages not directly attributable to acts of Getty Images), liabilities and expenses (including reasonable attorneys' fees and permitted and authorized costs) arising out of or connected with any actual or threatened lawsuit, claim or legal proceeding alleging that Getty Images is in breach of its warranties set forth in Section 5 above. The foregoing states Getty Images' entire indemnification obligation under this Agreement.

6.2 Licensee shall defend, indemnify and hold Getty Images and its parent, subsidiaries and commonly owned or controlled affiliates and their respective officers, directors and employees harmless from all damages (except punitive damages not directly attributable to acts of Licensee), 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: (i) Licensee's use of any Licensed Material outside the scope of this Agreement; (ii) any other actual or alleged breach by Licensee of this Agreement; or (iii) Licensee's failure to obtain any required release.

6.3 The party seeking indemnification pursuant to this Section 6 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 of any such claim or litigation. 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 and other costs incurred prior to the other party giving notice of the claim for which indemnity is sought.

Licensee should examine all Licensed Material for possible defects (whether digital or otherwise) before sending any Licensed Material for Reproduction. Without prejudice to Section 5.1.(ii) above, Getty Images 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.

If Licensee or Purchaser requests in writing to cancel this Agreement within thirty (30) days of the date of receipt by Licensee or Purchaser of the Licensed Material, and such Licensed Material has not been used by Licensee, Getty Images may cancel this Agreement and issue a credit to Licensee's or Purchaser's account or credit card in an amount up to one hundred percent (100%) of the license fee minus a composite/layout fee that will be charged at Getty Images' then standard rate. This cancellation policy does not apply to Licensed Material from Getty Images' film collections, which unless otherwise agreed in writing, shall only be eligible for up to fifty percent (50%) credit after deduction of the composite/layout fee. Nothing in this Section 8 shall apply to research, lab, service fees, administration fees or editorial subscription fees which shall be payable according to the terms stated on the Invoice and shall be non-refundable.

If Licensee fails to pay Getty Images' Invoice in full within the time specified in the Invoice, Getty Images may add a service charge of one-and-one-half percent (1.5%) per month, or such lesser amount as is allowed by law, on any unpaid balance until payment is received. Getty Images also reserves the right, in its sole discretion, to revoke the license if payment is not made in full on time.

10.1 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 Getty Images 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 Getty Images' other remedies under this Agreement, Getty Images reserves the right to charge and Licensee agrees to pay a fee equal to up to five (5) times Getty Images' standard license fee for the unauthorized use of the Licensed Material.

10.2 Audit/Certificate of Compliance. Upon reasonable notice, Licensee shall provide sample copies of Reproductions containing Licensed Material to Getty Images. In addition, upon reasonable notice, Getty Images may, at its discretion, either through its own employees or through a third party, audit Licensee's records directly related to this Agreement and use of Licensed Material in order to verify compliance with the terms of this Agreement. Where Getty Images reasonably believes that Licensed Material is being used outside of the scope of the license granted under this Agreement, Licensee shall, at Getty Images' request, provide a certificate of compliance signed by an officer of Licensee, in a form to be approved by Getty Images.

10.3 Electronic Storage. For all Licensed Material that Licensee takes delivery of in electronic form, Licensee must retain the copyright symbol, the name of Getty Images and the image number or other identification number associated with the Licensed Material as may be included as part of the electronic file containing the Licensed Material that is stored on Licensee's computers. Licensee may not make additional high-resolution copies of the Licensed Material and Licensee shall maintain a robust firewall to safeguard against unauthorized third-party access to the Licensed Material. Notwithstanding the foregoing, Licensee may make one (1) high-resolution backup copy of the Licensed Material for security purposes only. Upon the expiration or earlier termination of this Agreement, Licensee shall promptly delete and remove the Licensed Material from Licensee's premises, computer systems and storage (electronic or physical) and shall ensure that its subcontractors do likewise.

10.4 Withdrawal. Upon notice from Getty Images, or upon Licensee's knowledge that any Licensed Material is subject to a threatened or actual claim of infringement, violation of another right, or any other claim for which Getty Images may be liable herein, or if Getty Images withdraws any Licensed Material for any good reason, Licensee will physically remove the Licensed Material from its premises, computer systems and storage (electronic or physical) and, if possible, cease any future use at its own expense. Getty Images shall provide Licensee with comparable Licensed Material (which comparability will be determined by Getty Images in its reasonable commercial judgment) free of charge, but subject to the other terms and conditions of this Agreement.

10.5 Governing Law. This Agreement will be governed in all respects by the laws of the State of New York, U.S.A., 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 one of the following jurisdictions (whichever is closest to Licensee's corporate headquarters, if Licensee is an entity, or principal residence, if Licensee is an individual): Seattle, Washington; New York, New York; London, England; Paris, France; or Singapore. The United Nations Convention on Contracts for the International Sale of Goods does not govern this Agreement. Notwithstanding the foregoing, Getty Images 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 Getty Images, such action is necessary or desirable.

10.6 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.

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

10.8 Entire Agreement. This Agreement 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 sent by Licensee, the terms of this Agreement shall govern.

11.1 Rights-Ready Collections: For a period of ten (10) years, rights-ready Licensed Material identified in the Rights and Restrictions may be Reproduced an unlimited number of times for the end client specified in the Rights and Restrictions and applicable use selected at the time of licensing subject to the limitations described below:
Printed Marketing Material or Product/Packaging
Licensed Material may only be used in brochures or other printed material distributed to a targeted audience for commercial or promotional purposes. Secondary electronic Reproductions, such as PDFs or screen shots, of the final product of this use are permitted.

Web or Electronic or Broadcast (Commercial)
Licensed Material may only be used in web, electronic, film, video or broadcast media intended for commercial or promotional purposes.

Print Ad or Display
Licensed Material may only be used in print advertisements or displays intended for commercial or promotional purposes.

All Commercial Uses
Licensed Material may be used in any manner intended for commercial or promotional purposes, including, without limitation, the uses authorized under "Printed Marketing Material", "Web or Electronic Broadcast (Commercial)" and "Print Ad or Display" above.

Internal Use
Licensed Material may only be used in materials intended for internal company use.

Inside Placement or Back Cover
Licensed Material may only be used on the interior or back cover of a magazine, newspaper, book or other printed material in a manner not intended for commercial or promotional purposes. Licensed Material may only be used for a single issue or edition and all reprints or printed versions of the original use.

Front Cover
Licensed Material may only be used on the front cover of a magazine, newspaper, book or other printed material in a manner not intended for commercial or promotional purposes. Licensed Material may only be used for a single issue or edition and all reprints or printed versions of the original use.

Web or Electronic or Broadcast (Editorial)
Licensed Material may only be used in web, electronic, film, video or broadcast media in a manner not intended for commercial or promotional purposes. Licensed Material may only be used for a single edition, issue or program and all copies or versions of the original use appearing in electronic or broadcast format.

11.2 Hulton Archive: Hulton Archive Licensed Material of historical vintage often employs older photo techniques. Some of this Licensed Material contains "artefacts" or other flaws inherent in prints of the particular vintage and are not defects. If any use of Hulton Archive Licensed Material gives rise to publication rights (as defined in The Copyright and Related Rights Regulation or to any similar rights in any other country), those rights shall belong exclusively to Hulton Archive. Licensee shall do all such things and shall procure rights from any third parties in whom such rights may otherwise vest (including executing assignments) as are required to vest ownership of all such rights exclusively in Hulton Archive.

11.3 Film: Where technically feasible, a screen credit, equal in size and placement to like footage in the media, must be provided for any film or video footage used in a feature film, broadcast television or cable production and must read: "Film supplied by [Image Bank Film/Getty Images,]" or "[Archive Films/Getty Images]" or "[other film collection by Getty Images, as set out in the Invoice]".

11.4 The Bridgeman Art Library: The following credit line must appear adjacent to any Bridgeman Art Library Licensed Material utilized in an editorial manner and, whenever reasonably possible, in connection with non-editorial uses: "[Title]/[artist name]/The Bridgeman Art Library/Getty Images".

11.5 National Geographic Society ("NGS"): The following credit line must appear adjacent to any NGS Licensed Material utilized in an editorial manner: "(Photographer's Name) /NATIONAL GEOGRAPHIC IMAGE COLLECTION/Getty Images". No other use of the NGS's name, logo or trademarks is permitted in association with any NGS Licensed Material utilized in an editorial manner. No use of the NGS's name, logos or trademarks (including use of a credit line) is permitted in association with any non-editorial use of the NGS Licensed Material, including, but not limited to, advertising, commercial, corporate or consumer products such as calendars, posters, prints etc. NGS Licensed Material may be cropped, but not rotated or otherwise altered. No model release or other releases exist for NGS Licensed Material unless so specified. Some NGS Licensed Material may be in the public domain, and therefore it may be possible for another library to license NGS Licensed Material represented by NGS for a conflicting use. Getty Images and NGS shall have no liability for any such situation.

11.6 Digital Globe: Digital Globe Licensed Material may not be incorporated into any type of interactive map viewer.

11.7 NBAE Licensed Material: NBAE IMAGERY MAY NOT BE LICENSED WITHOUT PRIOR APPROVAL. PLEASE CONTACT YOUR LOCAL GETTY IMAGES OFFICE TO OBTAIN APPROVAL.

11.7.1
Additional NBAE Image License Terms. The following additional provisions apply to Licensees of any Licensed Material of the National Basketball Association ("NBA") or taken at NBA games. In the event that the terms of these additional provisions conflict or are otherwise inconsistent with the terms set forth elsewhere in this Agreement, the terms of these additional provisions shall govern.

11.7.2
Third-Party Beneficiary. Licensee agrees that (i) for licenses of NBA Licensed Material, NBA Entertainment, a division of NBA Properties, Inc., is a third-party beneficiary of this Agreement, (ii) for licenses of Women's National Basketball Association ("WNBA") Licensed Material, WNBA Enterprises, LLC is a third-party beneficiary of this Agreement and (iii) for licenses of National Basketball Developmental League Licensed Material ("NBDL"; and together with NBA and WNBA, the "NBA Parties") Licensed Material, NBDL Enterprises, LLC is a third-party beneficiary of this Agreement.

11.7.3
Additional Restrictions. With regard to NBA, WNBA or NBDL Licensed Material or Licensed Material taken at NBA games, no reproduction, storing, archiving, redistribution or other use of the Licensed Material may be made without separate written approval from NBA Entertainment.

11.7.4
Editorial Website Users. For any Licensee that is an editorial website user of NBA, WNBA or NBDL Licensed Material or Licensed Material taken at NBA games hereunder, unless otherwise agreed, Licensee shall not display or otherwise use such Licensed Material for a period longer than thirty (30) days following the date on which such Licensee is authorized to first post such Licensed Material, Licensee shall not be permitted to display or otherwise use more than thirty (30) such Licensed Material images at any one time and Licensee shall not use any such Licensed Material as part of a photo gallery or slide show.

11.7.5
Reproductions. NBA, WNBA and NBDL Licensed Material or Licensed Material taken at NBA games must be reproduced exactly as furnished to Licensee by Getty Images (or its designee) without alteration or cropping unless such a change has been approved in writing by Getty Images.

11.7.6
NBA Parties Photo Credit. The following photo credit must appear adjacent to the use of NBA, WNBA or NBDL Licensed Material or Licensed Material taken at NBA games, as the case may be: (i) for all NBA Licensed Material provided to Getty Images by any of the NBA Parties, "(c) [Year] NBA Entertainment. Photo by [Photographer's Name]/NBAE/Getty Images."; (ii) for all WNBA Licensed Material provided to Getty Images by any of the NBA Parties, "(c) [Year] WNBA Enterprises. Photo by [Photographer's Name]/WNBAE/Getty Images."; (iii) for all NBDL Licensed Material provided to Getty Images by any of the NBA Parties, "(c) [Year] NBDL Enterprises. Photo by [Photographer's Name]/NBDLE/Getty Images."; (iv) for all NBA Licensed Material shot by or on behalf of Getty Images, "(c) [Year] Getty Images. Photo by [Photographer's Name]/Getty Images."; (v) for all WNBA Licensed Material shot by or on behalf of Getty Images, "(c) [Year] Getty Images. Photo by [Photographer's Name]/Getty Images."; (vi) for all NBDL Licensed Material shot by or on behalf of Getty Images, "(c) [Year] Getty Images. Photo by [Photographer's Name]/Getty Images".

11.7.7
Intellectual Property and Trademark. This Agreement does not grant any right to Licensee with respect to the name, likeness or other attribute of any NBA, WNBA or NBDL player or other person or entity appearing in the Licensed Material. Licensee acknowledges and agrees that it shall be solely responsible for obtaining any and all necessary licenses, releases or waivers permitting Licensee to use the name, likeness or other attribute of any such individual or entity appearing in the Licensed Material.

11.7.8
Intellectual Property. Subject to the terms of this Agreement, Licensee shall have the right to use the names, symbols, emblems, designs, logos, trademarks, uniforms and identifications of the NBA and its member teams, the WNBA and its teams or the NBDL and its teams, as the case may be (collectively, the "NBA Marks"), solely insofar as certain of the NBA Marks appear in the Licensed Material as properly incorporated into the approved use specification for such Licensed Material. Licensee shall make no other use of the NBA Marks for any other purpose without a separate written license agreement with the applicable NBA Party or its affiliates. Licensee acknowledges that NBA Parties and/or their affiliates own the exclusive right to license the use of the NBA Marks and that no use of the NBA Marks can be made for any reason (including in connection with the sale of a product or service) without the prior approval of the applicable NBA Party or its applicable affiliate. Licensee recognizes the value of the NBA Marks and acknowledges that the goodwill attached thereto belongs to the applicable NBA Party and/or its applicable affiliate and that the NBA Marks have secondary meaning in the mind of the public. Licensee agrees that it shall not attack the property rights of any NBA Party and/or its affiliates in and to the NBA Marks or attack the validity of this Agreement.

1.1 "Invoice" means the computer-generated or pre-printed standard form invoice provided by Getty Images or an authorized distributor that may include, without limitation, 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.

1.2 "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 Getty Images 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 as a whole.

1.3 "Licensee" means the person or entity purchasing a license hereunder or, if there is a separate Purchaser, the person or entity specifically designated as Licensee during the purchase process and set forth as such in the Invoice.

1.4 "Purchaser" means a person or entity purchasing the license hereunder on behalf of a third party Licensee.

1.5 "Reproduction" and "Reproduce" mean any form of copying or publication of the whole or part of any Licensed Material, via any medium by whatever means, and the distortion, alteration, cropping or manipulation of the whole or any part of the Licensed Material and the creation of any derivative work from the Licensed Material.

1.6 "User" means any employee or subcontractor of Licensee who: (i) downloads, manipulates, edits, modifies or saves the digital file containing the Licensed Material; (ii) is otherwise directly involved in the creative process utilizing the Licensed Material; or (iii) incorporates the Licensed Material within any derivative work.

2.1 Getty Images grants to Licensee a perpetual, non-exclusive, non-transferable, non-sublicensable, worldwide right to Reproduce the Licensed Material identified in the Invoice an unlimited number of times in any and all media for all purposes other than those uses prohibited under Section 3 of this Agreement.

2.2 Licensee may have the Licensed Material Reproduced by subcontractors of Licensee for preparation of a final product, provided that such subcontractors agree to abide by the provisions of this Agreement.

2.3 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, so long as there are no more than ten (10) Users. Licensee must purchase additional seat licenses if there are more than ten (10) Users before such additional use begins.

3.1 Licensee may not sublicense, sell, assign, convey or transfer this Agreement or any of its rights under this Agreement.

3.2 Licensee may not: (i) make the Licensed Material available (separate from the end product into which it is incorporated) in any medium accessible by persons other than authorized Users; (ii) sell, license or distribute any end product containing the Licensed Material in a way that is intended to allow or invite a third party to download, extract or access the Licensed Material as a standalone file; (iii) include the Licensed Material in an electronic template intended to be Reproduced by third parties on electronic or printed products; or (iv) use or display the Licensed Material on websites or in any other medium designed to induce or involving the sale, license or other distribution of "on demand" products, including, without limitation, postcards, mugs, t-shirts, calendars, posters and other items.

3.3 Licensee may not falsely represent, expressly or impliedly, that Licensee is the original creator of a work that is a stand-alone pictorial, graphic or sculptural work or motion picture or other visual work that derives a substantial part of its artistic components from the Licensed Material.

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

3.5 Licensed Material may not be modified, reconfigured or repurposed for use in any mobile-directed web sites or mobile applications that are specifically created for viewing of Licensed Material on mobile devices, without obtaining the prior written consent of Getty Images.

3.6 If any Licensed Material featuring a model or property is used in 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: (i) the Licensed Material is being used for illustrative purposes only; and (ii) any person depicted in the Licensed Material, if any, is a model.

3.7 Pornographic, defamatory or otherwise unlawful use of Licensed Material is strictly prohibited, whether directly or in context or juxtaposition with specific subject matter.

3.8 Licensed Material shall not be used contrary to any restriction on use provided to Licensee, including, without limitation, any restriction provided to Licensee prior to or at the time the Licensed Material is delivered to Licensee. Such restrictions may be included either in the information provided with the Licensed Material on Getty Images' website or in any other written communication from Getty Images. Any such restriction provided to Licensee shall be incorporated into this Agreement.

3.9 If the Licensed Material is Reproduced in an editorial manner, Licensee must include the following credit adjacent to the Licensed Material: "[Photographer's name]/[Collection Name]/Getty Images" or as otherwise notified by Getty Images.

3.10 Where technically feasible, a screen credit, equal in size and placement to like footage in the media, must be provided for any film or video footage Licensed Material used in a feature film, broadcast television or cable production and must read: "Film supplied by [Photodisc/Getty Images,]" or "Film supplied by [Digital Vision/Getty Images]" or "Film supplied by [other film collection/Getty Images]".

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

3.12 Where Purchaser is licensing Licensed Material on behalf of a Licensee, Purchaser hereby represents and warrants that: (i) Purchaser is authorized to act as an agent on behalf of Licensee and has full power and authority to bind Licensee to this Agreement; and (ii) if Licensee disputes Purchaser's power and authority to act on behalf of Licensee with respect to this Agreement, Purchaser shall be bound and liable for any failure of Licensee to comply with the terms of this Agreement. Nothing in this Section 3.12 shall serve to excuse Purchaser's obligation to make payment to Getty Images for the Licensed Material.

5.1 Getty 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 thirty (30) days from delivery (Licensee's sole and exclusive remedy for a breach of this warranty being the replacement of the Licensed Material); (iii) Licensee's use of the Licensed Material in its original form and when used in accordance with this Agreement, 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; and (iv) all necessary model and/or property releases for use of the Licensed Material authorized under this Agreement have been obtained. Neither Getty Images, nor any party on whose behalf Getty Images licenses Licensed Material (each, a "Licensor"), makes any representations or warranties as to whether any additional fees or payments may be due to any person 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 payments to such trade union.

5.2 NEITHER GETTY IMAGES NOR ANY LICENSOR MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE LICENSED MATERIAL OR ITS DELIVERY SYSTEMS, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER GETTY IMAGES NOR ITS LICENSORS SHALL BE LIABLE TO LICENSEE 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 GETTY IMAGES OR ITS LICENSORS, 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.

6.1 Provided Licensed Material is only used in accordance with this Agreement and Licensee is not otherwise in breach of this Agreement and as Licensee's sole and exclusive remedy for any alleged or actual breach of the representations and warranties set forth in Section 5 above, Getty Images shall defend, indemnify and hold Licensee and its parent, subsidiaries and commonly owned or controlled affiliates and their respective officers, directors and employees harmless from all damages (excluding punitive damages not directly attributable to acts of Getty Images), 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 Getty Images is in breach of its warranties set forth in Section 5 above. The foregoing states Getty Images' entire indemnification obligation under this Agreement.

6.2 Licensee shall defend, indemnify and hold Getty Images and its parent, subsidiaries and commonly owned or controlled affiliates and their respective officers, directors and employees harmless from all damages (excluding punitive damages not directly attributable to acts of Licensee), 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 actual or alleged breach by Licensee of this Agreement.

6.3 The party seeking indemnification pursuant to this Section 6 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 of any such claim or litigation. 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.

10.1 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 (including, without limitation, use of Licensed Material by more than ten (10) Users without purchase of additional seat licenses) constitutes copyright infringement, entitling Getty Images 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 Getty Images' other remedies under this Agreement, Getty Images reserves the right to charge and Licensee agrees to pay a fee equal to five (5) times Getty Images' standard license fee for use of the Licensed Material.

10.2 Audit/Certificate of Compliance. Upon reasonable notice, Licensee shall provide sample copies of Reproductions containing Licensed Material to Getty Images. In addition, upon reasonable notice, Getty Images may, at its discretion, either through its own employees or through a third party, audit Licensee's records directly related to this Agreement and use of Licensed Material in order to verify compliance with the terms of this Agreement. Where Getty Images reasonably believes that Licensed Material is being used by more than the authorized number of Users, or that Licensed Material is being used outside of the scope of the license granted under this Agreement, Licensee shall, at Getty Images' request, provide a certificate of compliance signed by an officer of Licensee, in a form to be approved by Getty Images.

10.3 Electronic Storage. For all Licensed Material that Licensee takes delivery of in electronic form, Licensee must retain the copyright symbol, the name of Getty Images, the Licensed Material's identification number and any other information as may be embedded in the electronic file containing the original Licensed Material that is stored on Licensee's computers. Licensee shall maintain a robust firewall to safeguard against unauthorized third-party access to the Licensed Material.

10.4 Withdrawal. Upon notice from Getty Images, or upon Licensee's knowledge that any Licensed Material is subject to a threatened or actual claim of infringement, violation of another right, or any other claim for which Getty Images may be liable herein, or if Getty Images withdraws any Licensed Material for any good reason, Licensee will physically remove the Licensed Material from its premises, computer systems and storage (electronic or physical) and, if possible, cease any future use at its own expense. Getty Images shall provide Licensee with comparable Licensed Material (which comparability will be determined by Getty Images in its reasonable commercial judgment) free of charge, but subject to the other terms and conditions of this Agreement.

10.5 Governing Law. This Agreement will be governed in all respects by the laws of the State of New York, U.S.A., 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 one of the following jurisdictions (whichever is closest to Licensee's corporate headquarters, if Licensee is an entity, or principal residence, if Licensee is an individual): Seattle, Washington; New York, New York; London, England; Paris, France; or Singapore. The United Nations Convention on Contracts for the International Sale of Goods does not govern this Agreement. Notwithstanding the foregoing, Getty Images 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 Getty Images, such action is necessary or desirable.

10.6 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.

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

10.8 Entire Agreement. This Agreement 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 govern.

2.1 The Licensed Material may not be used in any final materials distributed inside of your company or any materials distributed outside of your company or to the public, including, but not limited to, advertising and marketing materials or in any online or other electronic distribution system (except that you may transmit comps digitally or electronically to your clients for their review) and may not be distributed, sublicensed or made available for use or distribution separately or individually and no rights may be granted to the Licensed Material.

2.2 One copy of the Licensed Material may be made for backup purposes only but may only be used if the original Licensed Material becomes defective, destroyed or otherwise irretrievably lost. Except as specifically provided in this Agreement, the Licensed Material may not be shared or copied for example by including it in a disc library, image storage jukebox, network configuration or other similar arrangement. Use which would be defamatory, pornographic or otherwise unlawful is prohibited. If Licensed Material featuring a person is used (i) in a manner that implies endorsement, use of or a connection to a product or service by that model; or (ii) in connection with a potentially unflattering or controversial subject, you must print a statement that indicates that the person is a model and is used for illustrative purposes only.

1.1 "Invoice" means the computer-generated or pre-printed invoice provided by Getty Images or an authorized distributor that may include, without limitation, 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.

1.2 "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 Getty Images 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.

1.3 "Reproduction" and "Reproduce" mean any form of copying or publication of the whole or part of any Licensed Material, via any medium 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.

1.4 "User" means any employee or subcontractor of the Licensee who manipulates, edits, or modifies the original digital file containing the Licensed Material or incorporates the Licensed Material within any derivative work.

2.1 Licensee has the non-exclusive, non-transferable, non-sublicensable right to Reproduce the Licensed Material identified in the Invoice an unlimited number of times during the term of the subscription as set forth in the Invoice (the "Term") in any and all media for the following purposes (together the "Permitted Uses"):
2.1.1 Advertising and promotional materials;

2.1.2 Broadcast and theatrical exhibitions;

2.1.3 Print publications and physical products;

2.1.4 Electronic publications including website design, up to a maximum resolution of 72dpi; and

2.1.5 Any other uses approved in writing by Getty Images.

2.2 Licensee has the right to have the Licensed Material Reproduced by subcontractors of Licensee for preparation of the final product for the licensed use, provided that Licensee ensures that such subcontractors agree to abide by the provisions of this Agreement.

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

2.4 Licensee's rights to the Licensed Material are worldwide.

2.5 Licensee may only use the Licensed Material during the Term; except that Licensee may, after the Term, continue using the final products into which Licensed Material was incorporated during the Term (unless the Agreement was terminated because of Licensee's material breach). Licensed Material may in no instance be used in a new product or for the first time by Licensee after the Term.

3.1 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 one (1) User, unless additional subscription licenses are purchased for each additional User, before such additional use begins.

3.2 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.

3.3 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.

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

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

3.6 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.

3.7 The Licensed Material may not be used in a pornographic, defamatory or otherwise illegal manner, whether directly or in context or juxtaposition with other materials.

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

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

3.10 If the Licensed Material is used in an editorial manner, Licensee must include the following credit adjacent to the Licensed Material: "[Photographer's name]/[Name of collection]/Getty Images". 3.11 While efforts have been made to correctly caption the subject matter of the Licensed Material, Getty Images does not warrant the accuracy of such information.

5.1 Getty 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.

5.2 GETTY IMAGES 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. GETTY IMAGES 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 GETTY IMAGES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES.

5.3 THE REPRESENTATIONS AND WARRANTIES MADE BY GETTY IMAGES IN THIS AGREEMENT APPLY ONLY TO THE LICENSED MATERIAL AS DELIVERED BY GETTY IMAGES 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.

6.1 Provided that the Licensed Material is only used in accordance with this Agreement and Licensee is not otherwise in breach of this Agreement, Getty Images 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 Getty Images is in breach of its warranties given in section 5 above. The foregoing states Getty Images' 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 5 above.

6.2 Licensee shall defend, indemnify and hold Getty Images 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.

6.3 The party seeking indemnification pursuant to this section 6 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.

7.1 The license contained in this Agreement will terminate automatically without notice from Getty Images 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 Getty Images, return the Licensed Material to Getty Images; and (iii) delete or remove the Licensed Material from Licensee's premises, computer systems and storage (electronic or physical).

7.2 Getty Images 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.

7.3 Download Limitations. Licensee is prohibited from downloading more than fifty (50) images per day during the Term of the Agreement. Getty Images reserves the right to monitor the quantity of Licensed Material downloaded by Licensee, and to immediately terminate access or rights to the Licensed Material in the event of abusive or suspected fraudulent use of the Licensed Material.

7.4 Cancellation. If Licensee requests in writing to cancel a one-year subscription Agreement within thirty (30) days of the date of receipt by Licensee of the Licensed Material, or within forty-eight (48) hours for a thirty (30) day subscription, and such Licensed Material has not been used by Licensee, Getty Images may cancel this Agreement and issue a credit to Licensee's account or credit card.

9.1 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 Getty Images 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 Getty Images' other remedies under this Agreement, Getty Images reserves the right to charge and Licensee agrees to pay a fee equal to five times Getty Images' normal license fee for use of the Licensed Material.

9.2 Governing Law. This Agreement will be governed in all respects by the laws of the State of New York, U.S.A., 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 either Seattle, Washington; New York, New York; London, England; Paris, France; or Singapore. If Getty Images and Licensee are unable to agree on the location of the arbitration, Getty Images' decision shall be final. The United Nations Convention on Contracts for the International Sale of Goods does not govern this Agreement. Notwithstanding the foregoing, Getty Images 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 Getty Images, such action is necessary or desirable.

9.3 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.

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

9.5 Entire Agreement. This Agreement 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 govern.