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Royalty Free Standard License Agreement

THIS LICENSE AGREEMENT IS A LEGAL / BINDING AGREEMENT BETWEEN “YOU”  THE USER “LICENSEE” & NOBACKGROUNDIMAGES.COM . IF THE LICENSEE DOES NOT AGREE AND HAS NOT EXERCISED THE RIGHTS GRANTED UNDER THIS AGREEMENT, THE LICENSEE MAY NOT USE THIS SITE.

1. License
Subject to the terms of this License Agreement, No Background Images grants Licensee a perpetual, worldwide, non-transferable, non-exclusive right to reproduce, transmit and display, in whole or in part, Royalty Free Photo(s).

2. Permitted Uses

(a) Broadcast and Theatrical exhibitions.
(b) Any Internet, online or web-based media.
(c) Editorial publications and consumer merchandise.
(d) Print Media’s – In advertising and promotional material
(e) Products intended for resale; provided these products are not intended to allow the re-distribution or re use of the Image(s); and
(f) Additional uses approved in writing by No Background Images.

Licensee may alter, crop, modify or adapt the images in connection with the above permitted uses. Licensee is permitted to make back-up copy of the image(s) ONLY for internal purposes provided No Background Images copyright and any image identifying information embedded with the digital file is retained with the file.

3. Restrictions on Use
Except as provided herein, Licensee may NOT:

(a) Sub-license, sell, assign, convey or transfer any of its rights under this Agreement, but Licensee may sell or license derivative works incorporating the Images. However, Licensee may not include the Images in an electronic template intended to be used by third parties on electronic or printed products, where the purpose is to create multiple impressions, including but not limited to: website designs, presentation templates, electronic greeting cards, business cards, or any other electronic or printed matter without obtaining a license for such purpose.
(b) Sell, license or distribute its final product in such a way that violates license.
(c) Licensee’s end users to extract or access the Photos as a stand-alone file.
(d) Incorporate the Photos into a logo, trademark or service mark.
(e) Distribute post or upload the Photo(s) online in a downloadable format or enable it to be distributed via mobile telephone devices.
(f) Use any Photo in a pornographic, defamatory, libelous or otherwise illegal manner, whether directly or in context or juxtaposition with other materials.
(g) Use any of the Photos in any manner prohibited by any export laws, restrictions or regulations.

4. Indemnity
Licensee agrees to defend, indemnify and hold No Background Images and its affiliates and their respective officers, directors and employees harmless from all damages, liabilities and expenses (including reasonable attorneys’ fees and costs), arising out of or as a result of claims by third parties relating to Licensee’s use of any Image(s) outside the scope of this Agreement or any other breach by Licensee of this Agreement.

5. Warranties and Limitation of Liability
No Background Images MAKES NO WARRANTIES, EXPRESS OR IMPLIED, REGARDING, INCLUDING, WITHOUT LIMITATION, FOR A PARTICULAR PURPOSE. No Background Images SHALL NOT BE LIABLE TO LICENSEE OR ANY OTHER PERSON OR ENTITY FOR ANY GENERAL, PUNITIVE, SPECIAL, DIRECT, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES, OR LOST PROFITS OR ANY OTHER DAMAGES, COSTS OR LOSSES ARISING OUT OF LICENSEE’S USE OF THE IMAGES, OR OTHERWISE, EVEN IF PR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES. PR’S MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH LICENSEE’S USE OF OR INABILITY TO USE THE IMAGES (WHETHER IN CONTRACT, TORT OR OTHERWISE) SHALL, TO THE EXTENT PERMITTED BY LAW, BE LIMITED TO THE VALUE OF THE LICENSE PAID BY THE LICENSEE FOR THE USE OF THE PHOTOS.

6. Copyright Infringement and Liquidated Damages
In the event that the licensee utilizes any Image without or prior to the granting of a license, No Background Images reserves the right to seek damages through legal channels unless the licensee agrees to reimburse No Background Images, as liquidated damages, a sum equal to five (5) times the market value price charged for such use of a Royalty-Free image.
If the licensee fails to make the payment as outlined above, within five (5) days of PR’S invoicing such fee, this liquidated damage provision shall be void and PR reserves the right to sue for copyright infringement, including attorneys’ fees and all associated costs.
7. Termination
The license contained in this Agreement will terminate automatically without notice from No Background Images if the Licensee fails to comply with any provision of this Agreement. Upon termination, Licensee must immediately (i) stop using the Image(s), (ii) destroy or, upon the request of No Background Images, return the Images to No Background Images, and (iii) delete or remove the Images from Licensee’s premises, computer systems and storage (electronic or physical).
8. Law / Attorney
This Agreement will be governed in all respects by the laws of the State of 500,000  without reference to its laws relating to conflicts of law. The United Nations Convention on Contracts for the International Sale of Goods does not govern this Agreement. If No Background Images is obligated to go to court to enforce any of its rights, the Licensee agrees to reimburse No Background Images for its legal fees and disbursements if No Background Images is successful.

9. Entire Contract
This contract 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 writing sent by Licensee, the terms of this Agreement shall govern.