FROM XXXX FEBRUARY 2008

This End User Licence Agreement (this "Agreement") is a legal agreement between you and Imagestate Media Partners Ltd. ("Imagestate").

Read this Agreement carefully in its entirety before you download any Image. By downloading an Image from this website, you will be deemed to have accepted and agreed to be bound by the terms and conditions ("Terms") of this Agreement and the Image usage specifications listed herein. If you do not agree, click on the "quit" button to decline this Agreement and do not download any Image.

1) Definitions

"Contributor" means the Copyright Owner(s) of the Image(s) or their agents who have submitted the Image(s) to Imagestate.

"Copyright Owner" means the person/entity who is represented as owning the copyright in any Image and whose name and address is provided on-line by Imagestate.

"Image(s)" means each still image, visual representation generated optically, electronically, digitally or by any other means, including negatives, footage, 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 you, the Licensee, by Imagestate under the terms of this Agreement. Any reference in this Agreement to Images shall refer to each individual item and also to the Images taken as a whole.

"Invoice" means the computer-generated or pre-printed invoice provided by Imagestate or an authorised distributor. An Invoice may include, without limitation, the Image(s) selected, any limitations on the licence in addition to those specified herein and the corresponding price for the licence of such Image(s). The Invoice shall be incorporated into this Agreement and all references to the Agreement shall include the Invoice.

"Licence Fee" means any sum(s) actually received by Imagestate from you in consideration of the Licence.

"Release" means a model release, a property release or any other release of a third party right which it is necessary or desirable to obtain in respect of an Image.

"Reproduction" or "Reproduce" includes any form of copying or publication of the whole or any part of any Image, including but not limited to, by printing, slide projection (whether or not to an audience), electronic, digital or mechanical means, use as a reference by an artist or in an artist's illustration or by any other means, the copying or distortion or manipulation of the whole or any part of the Image (for example, by computer, electronically, digitally by an artist or by any other means), even though the resulting Image may not appear to a reasonable person to be derived from the original Image as well as the creation of any derivative work from the Image.

"Terms" means the terms and conditions set out in this Agreement.

"You" or "you" means yourself or any employee or subcontractor of yours who manipulates, edits, or modifies the original digital file containing the Images or incorporates the Images within any derivative work as well as your employer if You are licensing on behalf of your employer.

2) Contracting Parties

The parties to this contract are Imagestate and You. If You are entering into this Agreement on behalf of your employer: (a) the licence granted and restrictions and limitations recited herein apply to your employer and to You as a representative of your employer; and (b) you represent and warrant that (i) you have the authority to enter this Agreement on behalf of your employer, (ii) the Image(s) will be used only for the benefit of your employer, and (iii) you and your employer will comply with the terms and conditions of this Agreement and will be jointly and severally liable for any breach of this Agreement. Should You cease working for your employer, your employer may continue to operate under this Agreement, but your rights under this Agreement will terminate.

3) Grant of Licence

a) Imagestate grants to You a non-exclusive and non-transferable licence to use and Reproduce the image(s) exactly as specified on any Invoice and in this Agreement.

The licence fee to be paid by You is dependent on the exact image usage, including distribution territory, size used and duration. You must not use the image for any purpose beyond the limits described on your Invoice. You must contact Imagestate and pay for additional rights before using any Image(s) for any purpose beyond that specified.

Imagestate reserves the right to refuse any renewal or extension of rights requested after the initial licensing period.

b) If you create a work based on or combining one or more Images, such Images shall continue to be owned by Imagestate and/or its Contributors.

c) All other rights in the Images are reserved by Imagestate and/or its Contributors.

4) Licence Restrictions

Restrictions on Reproduction include, but are not limited to, the following:

a) The Image(s) may not be sublicensed, resold or otherwise made available for use or distribution separately or detached from a product or web page. For example, if an Image is licensed to You for use as an integral part of a web page design, it may not be made available for downloading separately or in a format designed or intended for permanent storage or re-use by website users.

b) Pornographic, defamatory, libellous or otherwise unlawful use of the Image(s) is strictly prohibited.

c) You may not use Image(s) as your trademark or in such a way as to create liability to a third party.

d) You must not use images containing logos or trademarks without authorisation from the depositary of the logo or trademark.

e) Images cannot be used in connection with unsolicited email, either as part of the direct email or on a link from such an email.

5) Copyright

No ownership or copyright in any Image shall pass to you by the issue of the licence under this Agreement with respect to any Image. Furthermore, except as expressly stated in this Agreement, no express or implied right or licence to any Image(s) is being granted to you. You must provide copyright protection for each Image you download from this website. Such copyright shall be immediately assigned to Imagestate upon request, without cost to Imagestate. Unless otherwise agreed in writing by Imagestate, if any Image Reproduced by you for editorial purposes (i.e., for any non-promotional purpose) omits the credit line "(Photographer's or Agency's name)/Imagestate", or any other credit line specified by Imagestate, an additional fee equal to thirty percent (30%) of the original amount invoiced shall be immediately payable by you. You agree that Imagestate may use your compilation or derivative work from the Image(s), without charge, for its marketing purposes in order to show how you used the Image(s).

Except for credits as required by this Agreement, you are not permitted to use Imagestate's trademarks or service marks without Imagestate's prior written consent.

6) Warranty and Limitation of Liability

a) Imagestate warrants that (i) it has all necessary rights and authority to enter into and to perform this Agreement, (ii) the digital copy of the Image(s) in the form downloaded by you will be free from defects in material and workmanship for 10 days from delivery - the sole and exclusive remedy for a breach of the foregoing warranty is the replacement of the digital copy of the defective Image(s) or refund of the Reproduction fee actually paid by you, at Imagestate's option but Imagestate shall have no obligation to you if you have used the defective Image(s), and (iii) your use of the Image(s) in its/their original form and in accordance with this Agreement (including the Invoice) will not infringe on any third party intellectual property right or violate any right of privacy.

b) Imagestate makes no warranties nor shall Imagestate be liable for any loss or damage suffered by you or by any third party arising from use of any Image(s) which (i) have been modified by you, (ii) have been combined by you with other content, products, text or materials or (iii) Imagestate has notified you not to make of the Image(s). Damages for any other breach shall be limited to the licence fee actually paid by you.

c) Imagestate makes no other warranty, express, implied or statutory, regarding any image(s), its online systems or any rights or licences under this Agreement, including, including, without limitation, any implied warranties of merchantability or fitness for a particular purpose. Neither Imagestate nor its contributors shall be liable to you or any other person or entity for any general, special, direct, indirect, consequential, incidental, lost profits or other damages arising out of this licence, relating to any image or otherwise. Under no circumstances shall Imagestate's, its Subsidiaries', Affiliates' and Contributors' and their respective Predecessors', Successors', Officers', Directors' and Employees' total aggregate liability, with respect to any Image(s) and/or this Agreement, be more than ten (10) times the fees actually received by Imagestate from you for the applicable image(s).

Notwithstanding anything to the contrary contained herein, Imagestate shall have no obligation to indemnify you unless you have provided Imagestate written notice within ten (10) days of your having received any claim as to which you seek indemnification as well as the right to defend or control the defence of such claim.

7) Duplication and Storage

a) You must not copy the images to a network, electronic bulletin board or on-line service. The images cannot be held in any downloadable or FTP format.

b) If the Image is electronically stored for your internal use under the given Terms, you must provide the copyright symbol, the name "Imagestate" and the Imagestate Image identification number as part of the electronic file.

8) Payment

a) You are required to pay Imagestate the Licence Fee for all Image(s) that you obtain under the terms of this Agreement, subject to the cancellation provisions hereof, whether or not you use the Image(s). Payment terms are as set forth on the applicable Invoice. No Reproduction of any Image is permitted until payment in full has been received by Imagestate. Any Reproduction by you prior to payment being received by Imagestate constitutes a breach of this Agreement which entitles Imagestate to rescind this Agreement, including any rights with respect to the Image(s) and seek damages from you and your employer, as applicable.

b) You are responsible for the payment of all sales and use taxes, when applicable. Imagestate accepts resale certificates only at its discretion and with prior written approval.

9) Unauthorised Use of Images / Your Indemnification of Imagestate

You agree to indemnify and hold Imagestate and the Contributor(s), their respective officers, directors, employees and successors harmless against any and all claims for damages, losses or any costs, including lawyers' fees, arising in any manner whatsoever from the unauthorised use of any Image(s) obtained by you from Imagestate, as well as for your breach of any of the terms of this Agreement, your use or modification of Image(s) with any other content, your failure to obtain Releases or other required permissions to use the Image(s) or any other act or failure to act by you.

For the avoidance of all doubt, you shall be responsible for any and all damages resulting from any such copyright infringement, including any and all claims by a third party. In addition and without prejudice to Imagestate's other remedies under this Agreement, Imagestate reserves the right to charge and you agree to pay a fee equal to five times Imagestate's normal Licence Fee for the unauthorised use of Images.

You also agree to use your best efforts to protect the Image(s) against unauthorised copying if, for example, your use of the Image(s) is permitted on the internet.

10) Release Information

a) Image(s) may contain restrictions on use, including but not limited to restrictions as to time, industry and territory. Imagestate makes no representations or warranties whatsoever as to the existence of any Release associated with any Image or the need for a Release in connection with any particular use that you may intend to put to an Image. Please note, not all of Imagestate's Rights Managed Images have Releases and this Agreement does not authorise you to use any Image without all necessary Releases.

b) Image(s) may be subject to copyrights, trademarks and other intellectual property rights belonging to others. Imagestate makes no representations or warranties whatsoever with respect to the use of names, trademarks, logos, uniforms, registered or copyrighted designs or works of art depicted in the Image.

c) You must satisfy yourself that all necessary rights, consents or permissions as may be required for Reproduction of the Image have been secured.

11) Licence Cancellation & Refund Policy

a) You may cancel the Image license within seven working days from the date of the invoice without charge. If you cancel less than 30 working days after the invoice date, a cancellation fee of fifty (50%) percent of the invoice will be charged. After thirty working days, no cancellations will be accepted and the full amount of the invoice must be paid. Cancelling the license revokes any right to publish the Image in any shape or form. As Imagestate is an international company we do not count local holidays in calculating working days.

If a refund is approved, it will be actioned through the payment gateway you paid through. For online payments, your refund will be credited to the card you made payment with. You will receive a full refund minus the gateway processing costs.

b) Imagestate may terminate this Agreement and your licence, without obligation or liability to you or any other person or entity, by written notice if you fail to comply with any provision of this Agreement. Upon termination, cancellation or expiration of this Agreement, neither you nor any other person or entity covered by the licence shall have any rights with respect to the Image(s).

12) Interest on Overdue Invoices and Reasonable Recovery Costs.

a) For account holders in the UK:
Imagestate understands and will exercise our statutory right to claim interest and compensation for debt recovery costs under late payment legislation if we are not paid according to agreed terms. Interest will be charged at the Bank of England base rate plus 8%.

b) For account holders in the EU:
Imagestate understands and will exercise our statutory right to claim interest and compensation for debt recovery costs under late payment legislation if we are not paid according to agreed terms. Interest will be charged at the ECB base rate plus 7%.

c) For account holders in the US and Rest of the World:
Imagestate will claim interest if we are not paid according to agreed terms, at the rate of the Bank of England base rate plus 8%.

13) Condition of Images

Please make sure that you examine the Image you intend to use for possible defects before proceeding. Imagestate shall not be liable for any loss or damage suffered by you or any third party arising from any alleged or actual defect in any Image or its caption and/or keywords or in any way from its Reproduction.

14) Right to Information

Imagestate may at any time thereafter inspect any records, accounts and books relating to the Reproduction of any Imagestate Image to ensure that the Image is being used in accordance with the Licence granted to you.

15) Downtime

Due to the nature of server provision, downtime and lost transmissions may occur as part of routine maintenance. You are therefore advised to download all materials at the time of purchase, as Imagestate will accept no liability for any losses incurred during or as a result of site downtime. Imagestate provides you with its online systems on an "as is" basis, without any warranty or any kind.

16) Law Governing

a) This Agreement will be deemed to have been entered into in England and shall be construed and enforced in accordance with English law. In relation to any disputes arising from or connected with this agreement, the parties submit to the jurisdiction of the English courts.

b) To the extent that any provision is deemed illegal, void or unenforceable, that provision shall not affect the remaining provision of the Agreement, which shall remain in full force and effect.

c) In the event of any inconsistency between the printed terms contained herein and the terms contained on any purchase order sent by you or your employer, the terms of this Agreement shall govern.

d) If Imagestate is required to enforce its rights as a result of any breach of any of the terms of this Agreement, whether legal proceedings are commenced or not, you agree to indemnify Imagestate for all such reasonable legal fees and costs incurred by Imagestate and any involved third parties. Imagestate shall also 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 you in the event that, in the opinion of Imagestate, such action is necessary or desirable.

e) If Imagestate's performance of any of its obligations under this Agreement is delayed by labour dispute, war, governmental action, acts of terrorism, flood, fire explosion or other act beyond Imagestate's reasonable control, then the date for performance shall be extended by the time of such delay.

f) This Agreement shall inure to the benefit of and be binding upon the parties and their successors and assigns, except that you may not assign or transfer this Agreement with Imagestate's prior written consent.

17) Miscellaneous Terms
Any licence granted to you hereunder is conditioned upon your compliance with a) the Terms and provisions of this Agreement, including those contained in the Invoice and b) Imagestate's receipt of full payment from you for the Licence Fee and will terminate upon your failure to comply with any provision of this Agreement or to make payment in full to Imagestate for the Licence Fee when due.

No variation of any of these Terms shall be effective unless agreed in writing by Imagestate and you. No action of Imagestate, other than an express written waiver, may be construed as a waiver of any clause of this Agreement. In the event that Imagestate waives any specific part of this Agreement, such fact does not mean that any other part is waived.