Royalty Free License Agreement

Royalty-Free License Agreement

THIS LICENSE AGREEMENT IS A LEGAL AND BINDING AGREEMENT (“AGREEMENT”)
BETWEEN YOU THE USER ("LICENSEE") AND JOOMLA-WEMBASTERS.COM (“COMPANY”). THIS
LICENSE AGREEMENT APPLIES TO LICENSES ISSUED VIA THE WEB (THE “AGREEMENT”).

IMAGES LICENSED VIA THE WEB MAY NOT BE RETURNED OR
REFUNDED. THE TERM “LICENSEE” INCLUDES THE CLIENT IF THE BUYER IS ACTING
ON BEHALF OF THE CLIENT AND PROVIDES THAT BOTH BUYER AND CLIENT ARE
JOINTLY AND SEVERALLY LIABLE TO COMPANY UNDER THE AGREEMENT.

THIS IMAGE OR REPRODUCTIONS THEREOF MAY NOT BE PUBLICLY DISTRIBUTED OR RESOLD.

1. License

Subject to the terms of this License Agreement, COMPANY grants Licensee a
perpetual, worldwide, non-transferable, non-exclusive right to reproduce, transmit
and display, in whole or in part, COMPANY’S Royalty Free Image(s) an unlimited
number of times, in any and all media for the Permitted Uses described below. All
other rights to the Image(s) including without limitation, copyright and all other
rights, are retained by COMPANY. All rights not specifically granted are retained by
COMPANY.

2. Permitted Uses

Licensee may alter, crop, modify or adapt the Images in connection with the above
permitted uses. Licensee may make a back-up copy of the Image(s) for internal
back-up purposes provided COMPANY’S copyright and any image identifying
information embedded with the digital file is retained with the file. Limited,
temporary transfers of the Images are permitted to third parties integral to the
creation of the final product, provided such third parties agree to abide by the terms
of this Agreement.

3. Number of Users / Seat License

Licensee may store the Images on a server, image library or network configuration
to be viewed by Licensee or its clients provided that no more than 10 persons can
access the Images. Before permitting access to more than Ten(10) persons, Licensee
must upgrade the seat license from COMPANY.

4. Restrictions on Use

Except as provided herein, Licensee may not

5. Product Endorsement or Sensitive Use Disclaimer

If any Image featuring a model is used in a manner that would lead a reasonable
person to believe that the model personally uses or endorses a product or service, or
if the depiction of the model is used in connection with a subject that would be
unflattering, embarrassing or unduly controversial to a reasonable person, Licensee
must accompany each such use with a conspicuous statement that indicates that
the person is a model and the Image is being used for illustrative purposes only.
These requirements are without prejudice to the obligations of the COMPANY
regarding use of the Images contained elsewhere throughout this Agreement.

6. Releases

Due to the nature of the subject matter the Company is Licensing it should be
assumed that no Model releases are available on Image(s) that portray people
unless the caption information provided with the image file indicates that a model
release has been obtained. COMPANY grants no rights and makes no warranties with
regard to the use of names, trademarks, trade dress, registered, unregistered or
copyrighted designs or works of art or architecture depicted in any Image, and
Licensee must satisfy itself that all the necessary rights or consents regarding any of
the above, as may be required for reproduction, have been obtained.

7. Indemnity

Licensee agrees to defend, indemnify and hold COMPANY and its parent, subsidiaries
and 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.

8. Warranties and Limitation of Liability

COMPANY represents that it has the right to grant the license herein and warrants
the Images to be free from defects in material and workmanship for Thirty(30) days from
delivery. The sole and exclusive remedy for a breach of the foregoing warranty is the
replacement of the digital file or refund of the purchase price, at COMPANY’S option.

COMPANY MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, REGARDING,
INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. COMPANY 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 COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS
OR LOSSES. COMPANY’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 IMAGE(S).

Licensee may have additional rights under state law.

9. Payment Terms

No licenses are granted until full payment of COMPANY’S invoice is received. Unless
credit terms have specifically been agreed directly between COMPANY and the
Licensee, Payment of COMPANY'S invoices must be received on the sooner of thirty
(30) days of its date net, without any discounts, or prior to the publication of any
Image. The licensee agrees to pay COMPANY a service charge of five [5%] percent
per month on any unpaid balance after this time period for the use of the Image.

Any disputes concerning the invoice must be submitted in writing, within three [3]
business days of the invoice date, or the licensee shall be deemed to have accepted
the invoice as issued.

10. Cancellation Policy for Royalty-Free Images:

All licenses are final; no refunds or credits will be allowed.

11. Copyright Infringement and Liquidated Damages

In the event that the licensee utilizes any Image without or prior to the granting of a
license, COMPANY reserves the right to seek damages through legal channels unless,
within five (5) business days of notification by Company, the licensee agrees to
reimburse COMPANY, as liquidated damages, a sum equal to five (5) times the
Company’s highest fee by file size for the Image(s) that were used.

If the licensee fails to make the payment as outlined above, within five (5) days of
COMPANY’S invoicing such fee, this liquidated damage provision shall be void and
COMPANY reserves the right to sue for copyright infringement, including attorneys'
fees and all associated costs

12.Termination

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

13. Revocation

Licensor reserves the right to revoke the license to use any Image(s) for good cause
and elect to replace such Image with an alternative Image. Upon notice of any
revocation of a license for any Image(s), Licensee shall immediately cease using
such Image (s), shall take all reasonable steps to discontinue use of the replaced
Image(s) in products that already exist and shall inform all end-users and clients of
same.

14. Sever-ability

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 reformed only to
the extent to make it enforceable.

15. Choice of Law/Attorney’s fees

This Agreement will be governed in all respects by the laws of the State of Arizona,
without reference to its laws relating to conflicts of law. Licensee agrees that the
Circuit or County Court of the State of Arizona for Maricopa County and the United
States District Court for the District of Arizona located in Phoenix are the
agreed and appropriate forums for any such suit, and consent to service of process
by registered mail or overnight courier with proof of delivery. The United Nations
Convention on Contracts for the International Sale of Goods does not govern this
Agreement. If COMPANY is obligated to go to court to enforce any of its rights, the
Licensee agrees to reimburse COMPANY for its legal fees and disbursements if
COMPANY is successful.

16. Waiver

No action of COMPANY, other than express written waiver, may be construed as a
waiver of any provision of this Agreement.

17. 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.