License Agreement:

This is a legal agreement between you or your company, firm or other organization (licensee) and Eaphotostock. This agreement applies to licensed issued via the web and is applicable to online, digital and analogue (physical) delivery of licensed material

1. Definitions:

“Terms” means the terms and conditions set out in this Agreement and includes the terms contained in the Invoice. The terms contained in the Invoice replace those in this Agreement to the extent of any inconsistency

“Invoice” means the computer-generated or pre-printed invoice provided by Eaphtostock that may include, without limitation, the Licensed material selected, any limitations on the license in addition to those specified herein and the corresponding proce for the license of such licensed material.

“License material” means any the non-exclusive (unless otherwise stated in the Invoice) non-sublicensable right Eaphotostock grants to you to use the Image(s) or any other product protected by Eaphotostock and or Eddie Arrossi copyright which is licensee by Eaphotostock 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 an also to the Licensed Material taken as a whole.

“Image (s)” Means the Image(s) the licensee has selected which are identified on the Invoice or, in the case of a virtual CD, the CD which is identified on the Invoice.

"Reproduction" Includes any form of copying or publication of the whole or part of any Image whether by printing, slide projection or other display (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. Reproduction further includes the copying or distortion or manipulation of the whole or part of any 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.

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

"Licensee Fee" Means any sum or sums payable to Eaphtostock by you in respect of the License.

2. Grant of Rights. Subject to the terms of this Agreement:

Licensee has the non-exclusive, non-transferable, non-sublicensable right to Reproduce the Licensed Material identified in the Invoice an unlimited number of times in any and all media for the following purposes (together the “Permitted Uses”): i. Advertising and promotional materials (including packaging); ii. Broadcast and theatrical exhibitions; iii. Print publications and physical products; iv. Electronic publications including website design to a maximum of 72dpi; and v. Any other uses approved in writing by Eaphotostock.

Licensee has the right to have the Licensed Material Reproduced by subcontractors of Licensee, provided that Licensee ensures that such subcontractors agree to abide by the provisions of this Agreement.

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

Licensee's rights to the Licensed Material are worldwide and perpetual.

3.      Restrictions.

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 10 Users unless a separate seat license is purchased for each additional User, before such additional use begins.

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.

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.

The Image(s) may not be sublicensed, resold or otherwise made available for downloading, use or distribution separately. For example, the Image(s) may be used as an integral part of a web page design, but may not be made available for downloading separately or in a format designed or intended for permanent storage or re-use by website users. Similarly, licensee’s  customers may be provided with copies of the Image(s) as an integral part of work product, but may not be provided with the Image(s) or permitted to use the Image(s) separately

If  licensee is an intermediary (for example an advertising agency) licensee may not sublicense, sell, assign, convey or transfer this Agreement or any of its rights under this Agreement but you may sub-license an Image as part of a derivative work (for example an advertisement) to your clients. Should license’s clients wish to incorporate the Image in their own work they should contact Eaphotostock to purchase a license.

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

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

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.

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.

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

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

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]/Eaphotostock”. . If a credit line is omitted then an additional fee equal to thirty percent (30%) of the original amount invoiced attributable to the Image in question shall be payable by you.

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

Eaphotostock may at any time hereafter notify you that certain Images are no longer available for use under this Agreement and upon such notification the Licence shall automatically and immediately terminate. Licensee sole remedy for any recalled Image shall be, at Eaphotostock’s discretion, the replacement of such recalled Image with another Image or refund of the License Fee to the extent attributable to such recalled Image.

4.      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, Eaphotostock grants Licensee no right or license, express or implied, to the Licensed Material.

5. Limited warranty

Eaphotostock guarantees that should any Image have defects in material or workmanship and these are notified in writing to Eaphotostock within thirty (30) days from the date of delivery of the Image then Eaphotostock will either replace the Image with another digital copy of the Image free from defect or refund the License Fee paid by licensee to the extent attributable to the defective Image, at Eaphotostock option.

 Eaphotostock makes no other warranty, express or implied, including, without limitation, any implied warranties of merchantability or fitness for a particular purpose. Neither Eaphotostock nor its contributors shall be liable to licensee or any other person or entity by reason of any representation (unless fraudulent) or any implied warranty, condition or other term, or any duty at common law, or under the express terms of this Agreement for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the negligence of Eaphotostock, its servants or agents or otherwise) which arises out of or in connection with this Agreement, even if Eaphotostock has been advised of the possibility of such damages, costs or losses. Eaphotostock's maximum liability arising out of or in connection with your use of or inability to use the Image (whether in contract, tort or otherwise) shall, to the extent permitted by law, be limited to five (5) times the value paid by you for the relevant Image.

The terms of clause above shall not preclude any liability or claim for death or bodily injury or any claim arising from wilful default or gross negligence on the part of Eaphotostock or any of its employees, agents or otherwise. Each provision of the above clause is to be construed as a separate limitation (applying and surviving even if for any reason one or other of such provisions is held to be inapplicable, unreasonable or unenforceable in any circumstances) and shall remain in force notwithstanding the termination of this Agreement.

The representations and warranties made by Eaphotostock in this agreement apply only to the licensed material as delivery by Eaphotstock 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 other wise in Breach of this agreement.

7.      Termination and Revocation.

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

Eaphotostock 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.

8.      Condition of Licensed Material.

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 .(ii), Eaphotostock 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.

9.      Miscellaneous terms

The Licence will terminate immediately if licensee (a) enters into voluntary or compulsory liquidation, (b) has a receiver appointed or (c) fails to perform any of your obligations under the Agreement within 28 days of our giving licensee notice to comply. In the event of termination, all rights granted will immediately revert to us and any further exploitation of any Image shall constitute an infringement of copyright.

Any use of Licensed Material in a manner not expressly authorized by this Agreement on in breach of a term of this Agreement constitutes copyright infringement, entitling Eaphotostock 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 Eaphotostock other remedies under this Agreement, Eaphotostock reserves the right to charge and licensee agrees to pay a fee equal to five times Eaphotostock normal licensee fee for use of the Licensed Material.

No variation of any of these Terms shall be effective unless in writing and signed by Eaphotostock and licensee. No action of Eaphotostock, other than an express written waiver, may be construed as a waiver of any clause of this Agreement. In the event that Eaphotosock waives any specific part of this Agreement, such fact does not mean that any other part is waived. In the event of any inconsistency between the Terms and the terms contained in any purchase order or other communication sent by you, the terms of this Agreement shall prevail.

Should any clause of this Agreement be found unenforceable, that will not affect any other clause and each will remain in full force and effect.

This agreement, its validity and effect, shall be interpreted under and governed by the laws of Maryland State, U.S.A. If Eaphotostock  is required to enforce its rights as a result of any breach of these terms, whether legal proceedings are commenced or not, licensee agree to indemnify Eaphotostock in respect of all reasonable legal fees and costs incurred by Eaphotostock in relation thereto.