License Agreement | The Image HandBook

PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY. BY
ACCESSING OR USING ANY CONTENT ON THIS WEBSITE, YOU AGREE TO BE
BOUND BY THE FOLLOWING TERMS AND CONDITIONS, WHICH TERMS AND
CONDITIONS WILL CONSTITUTE A LEGAL AGREEMENT (THE “AGREEMENT”)
BETWEEN YOU AND THE (MW) IMAGE HANDBOOK INC. (“The Image Handbook”).

1. Reservation of Rights

This website contains copyright material, trade names and marks and other proprietary
information including, but not limited to, the photographs, logos, text and content contained on
this website (collectively, the “Content”). The Content is protected by copyright law, registered
and unregistered trademarks and trade names, database rights and other intellectual property
rights, with all rights reserved.

2. Proprietary Rights and Copyright

The Image Handbook, its licensors, or authorized contributors own the copyright, database and
other intellectual property rights in the Content, as well as the selection, coordination and
arrangement of the Content on this website. All artistic and moral rights of The Image
Handbook, its licensors, or authorized contributors in the Content are hereby asserted. Except as
contemplated by the terms and conditions of this Agreement, you may not copy, publish,
transmit, participate in the transfer or sale of, or in any way use or exploit, any of the Content, in
whole or in part, without our express written permission or that of the licensor or copyright
owner.

You may view the Content on this website and download Content from this website only as
permitted by the terms and conditions of this Agreement. You will not acquire any ownership
rights by downloading any Content. Except as otherwise permitted under copyright law, no use
or copying, redistribution, retransmission, publication or exploitation of downloaded Content
will be permitted without the express written consent of The Image Handbook or that of the
licensor or copyright owner. In the event of any permitted use or copying, redistribution or
publication of copyright material, no changes in or deletion of author attribution, trademark
legend or copyright notice will be made.

3. Grant of License and Permitted Uses

The Image Handbook hereby grants to you a personal, non-exclusive (unless exclusivity is
provided for in the “Special Terms” attachment to this Agreement), non-transferable license to
access and use the Content, solely for your own personal and business purposes, subject to the
terms and conditions herein contained.

In connection with such access and use, (a) you may copy, reproduce, publish, and transmit the
Content, in whole or in part, for your own personal and business purposes; (b) you may crop the
Content for placement purposes, provided that the artistic integrity of the Content is not
compromised ; and (b) you will take all reasonable measures to safeguard against any
unauthorized third party access or use of the Content and will immediately notify The Image
Handbook if you become aware of any unauthorized third party access or use of the Content.

4. Uses Not Permitted

You may not: (a) copy, reproduce, publish, and transmit the Content, in whole or in part, unless
it is for your own personal or business purposes; (b) modify (save and except only any cropping
for placement purposes) or create derivative works from the Content without the prior written
consent of The Image Handbook; (c) sell, sublicense, transmit, or participate in the transfer or
sale of the Content; (d) redistribute or otherwise make the Content available for use by any other
entity; (e) use the Content in connection with a business that sells or licenses photographic
images, or otherwise competes with The Image Handbook in any manner whatsoever; (f) use the
Content in any way that violates a person’s right of privacy or publicity, or infringes on any trade
name, trademark or service mark; or (g) use the Content in any manner which is defamatory,
pornographic, or otherwise violates any applicable laws.

5. Disclaimers of Liability

This website and its Content are provided “AS IS” and The Image Handbook makes no
representations or warranties of any kind, express or implied, with respect to this website and its
Content including, without limitation, implied warranties of merchantability, fitness for a
particular purpose, or non-infringement, to the fullest extent permissible under applicable law.

The Image Handbook makes no representations or warranties with respect to the use of names,
trademarks, logo types, registered or copyrighted images in any Content, and you must satisfy
yourself that all necessary rights, consents or permission as may be required for reproduction are
secured. No model or other releases exist with respect to any Content unless the existence of
such release is specified in writing by The Image Handbook.

All digital files are provided “AS IS” and The Image Handbook makes no representation or
warranty, either express or implied, with respect to digital files including, without limitation,
implied warranties of merchantability, fitness for any particular purpose, quality of image, or
compatibility with any computer hardware or other equipment, operating system or software
program, or that the use of this website will be uninterrupted or error free. The use of this
website is at your own risk.

6. Limitation of Liability and Indemnity

In no event will The Image Handbook be liable for indirect, special, incidental or consequential
damages arising out of the use of or inability to use the Content or for any loss or damage of any
nature caused to any person as a result of your access to or use of the Content, even if The Image
Handbook is advised of the possibility of such damages. In no event will the liability of The
Image Handbook to you, whether arising in contract, tort, strict liability or otherwise, exceed the
total fees paid by you to The Image Handbook for access to and use of the Content.

You will defend, indemnify and hold The Image Handbook harmless from and against any claim,
liability, loss, injury, damage, costs or expense including, without limitation, any legal costs on a
solicitor and own client basis, incurred by The Image Handbook arising out of any access to and
use of the Content by you. The indemnity will survive the termination of this Agreement.

7. Payment and Delivery Terms

You will pay to The Image Handbook, for the Content and the rights provided and granted under
this Agreement, the license fee provided for on this website.

All license fees are subject to change from time to time without notice.

All license fees are payable in Canadian currency.

In addition to the license fee provided for on this website, you will pay all applicable federal and
provincial sales or value added taxes payable with respect to the Content and the rights provided
and granted under this Agreement.

Once payment of the license fee has been confirmed as received through the designated payment
system, The Image Handbook will send to you an electronic file containing the Content.

All sales are final and there will be no refunds, substitutions or cancellations once the Content
has been sent to you.

8. Termination

The Image Handbook reserves the right to terminate this Agreement and the license herein
without notice if you fail to comply with any provision of this Agreement and the license herein
granted by The Image Handbook.

The Image Handbook reserves the right, on written notice to you, to discontinue the use of any
Content for any reason and elect to replace the Content with alternate Content. Upon notice of
any discontinuance of the use of any Content, you agree not to use such Content in the future.

Upon any termination of this Agreement, you must immediately stop using the Content, delete
the Content and all copies thereof from your computer or other electronic storage and backup
systems, and destroy all other copies.

9. General

(a) Entire Agreement. This Agreement constitutes the entire agreement between us as to the
Content and the license to access and use the Content and supersedes any and all written or oral
prior agreements and understandings. This Agreement may only be amended or modified by
further agreement in writing signed by The Image Handbook.

(b) Governing Law. This Agreement will be governed by and construed in accordance with
the laws of the Province of British Columbia and the laws of Canada applicable therein and you
consent to the jurisdiction of courts in British Columbia (including the Vancouver registry of the
Federal Court of Canada) to hear any action brought with respect to this Agreement.

(d) Relationship Between Parties. The relationship between us will be that of independent
contractors and you will not have, nor will you represent that you have, any power to bind The
Image Handbook, or to create any obligation on behalf of The Image Handbook, relating to
access to or use of the Content.

(e) Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to
confer upon any person or entity, other than yourself and The Image Handbook, any rights,
benefits, remedies, obligations or liabilities.

(f) Severability. The final determination by a court or regulatory authority of competent
jurisdiction in British Columbia of the invalidity or unenforceability of any provision(s) of this
Agreement will in no way impair or affect the validity or enforceability of any other provision of
this Agreement, all of which will continue in full force and effect.

(g) Waiver. No waiver of the terms and condition of this Agreement, or of any covenant,
condition or limitation contained in this Agreement, will be valid unless agreed to in writing by
The Image Handbook. No waiver of any right or power hereunder, at one or more times, will be
deemed a waiver of relinquishment of such right or power at any other time or times.

(h) Enurement. This Agreement will enure to the benefit of and be binding upon you and
your heirs, representatives, successors and permitted assigns.

10. Privacy

Your right to privacy is important to us. Any personal information that you provide to The
Image Handbook will be treated with the utmost care and security and will be held by us on our
systems only for so long as required for the purposes of this Agreement.

11. Acceptance of this Agreement.

Any use of the Content by you will constitute your acceptance of the terms and conditions of this
Agreement.

SPECIAL TERMS

Exclusive License

If you have requested an exclusive license in respect of the Content and have agreed to pay an
increased license fee for such exclusive license, the first paragraph under section 3 of this
Agreement is deleted and the following is substituted therefor:

“The Image Handbook hereby grants to you a personal, exclusive, non-transferable license to
access and use the Content, solely for your own personal and business purposes, for a term of
one (1) year from payment of the license fee by you, subject to the terms and conditions herein
contained (including without limitation the termination rights under section 8 of this Agreement).
During the term, The Image Handbook will not grant to any other person any further license to
access or use the purchased Content but reserves to itself the right to use the Content in any way
for non-commercial purposes.”

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