Licensing Agreement

THIS IS A LEGAL AGREEMENT BETWEEN YOU ("LICENSEE") AND STUDIO 252MYA AND ITS LEGAL AGENTS AND REPRESENTATIVES ("252MYA.COM"). THIS AGREEMENT IS APPLICABLE TO DIGITAL AND ANALOGUE (PHYSICAL) DELIVERY OF LICENSED MATERIAL.

1.

Definitions.— The following definitions apply in this Agreement:

1.1

"Invoice" means the computer-generated or pre-printed invoice provided by Studio 252MYA that may include, without limitation, the Licensed Material selected, any limitations on the license in addition to those specified herein and the corresponding price for the license of such Licensed Material. All references to the Agreement shall include the Invoice.

1.2

"Licensed Material" means any image, visual representation generated optically, electronically, digitally or by any other means, original digital files, including any negatives, transparencies, prints or any Reproductions thereof, or any other product protected by copyright, trademark, patent or other intellectual property right, which is licensed to Licensee by Studio 252MYA 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 and also to the Licensed Material taken as a whole.

1.3

"Reproduction" and "Reproduce" mean any form of copying or publication of the whole or part of any Licensed Material, via any medium by whatever means, and the distortion or manipulation of the whole or any part of the Licensed Material and the creation of any derivative work from the Licensed Material.

1.4

"User" means any employee or subcontractor of the Licensee who manipulates, edits, or modifies the original digital file containing the Licensed Material or incorporates the Licensed Material within any derivative work.

2.

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

2.1

Upon full payment of the Invoice amount, the 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")

2.1.1

Advertising and promotional materials;

2.1.2

Broadcast and theatrical exhibitions;

2.1.3

Print publications and physical products;

2.1.4

Electronic publications including website design, up to a maximum resolution of 72dpi; and

2.1.5

Any other uses approved in writing by 252mya.com.

2.2

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.

2.3

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

2.4

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

3.

Restrictions.

3.1

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.

3.2

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.

3.3

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.

3.4

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

3.5

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

3.6

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.

3.7

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.

3.8

Licensee must retain information that is invisibly embedded in the electronic file containing the original Licensed Material, including without limitation, the copyright symbol, the name of Studio 252MYA or the name of the creator of the Licensed Material, the Licensed Material's identification number and any other information.

3.9

Licensee must abide by any restriction on use notified to it by Studio 252MYA before or at the time of delivery of the Licensed Material, either in the information accompanying the Licensed Material or otherwise.

3.10

If the Licensed Material is used in an editorial manner, Licensee must include the following credit adjacent to the Licensed Material: "Studio 252MYA / 252mya.com".

3.11

While efforts have been made to correctly caption the subject matter of the Licensed Material, Studio 252MYA does not warrant the accuracy of such information.

3.12

Licensee may not create and sell merchandise featuring the Licensed Material including but not limited to: keychains, magnets, t-shirts, mugs and other such items.

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, Studio 252MYA grants Licensee no right or license, express or implied, to the Licensed Material.

5.

Warranty and Limitation of Liability.

5.1

Studio 252MYA warrants that: (i) it has all necessary rights and authority to enter into and perform this Agreement; and (ii) the Licensed Material will be free from defects in material and workmanship for 30 days from delivery (Licensee's sole and exclusive remedy for a breach of this warranty being the replacement of the Licensed Material).

5.2

Studio 252MYA makes no other warranties, express or implied, regarding the licensed material, including, without limitation, any implied warranties of merchantability or fitness for a particular purpose. Studio 252MYA shall not be liable to Licensee or any other person or entity for any general, punitive, special, indirect, consequential or incidental damages, or lost profits or any other damages, costs or losses arising out of Licensee's use of the licensed material or otherwise, even if Studio 252MYA has been advised of the possibility of such damages, costs or losses. Studio 252MYA’s maximum liability arising out of or in connection with Licensee's use of or inability to use the licensed material (whether in contract, tort or otherwise) shall, to the extent permitted by law, be limited to the value of five times the value paid by the Licensee for the licensed material.

5.3

The representations and warranties made by Studio 252MYA in this agreement apply only to the licensed material as delivered by TobinPhoto.com 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 otherwise in breach of this agreement.

5.4

Caption information and release availability are identified to the best of our ability, but we give no warranties with respect to the accuracy of captions or the existence of a model release or property release. The Licensee is solely responsible for the accuracy of caption information and determining whether usage of Licensed Material requires the consent of any other party or the license of any additional rights. If required for publication, the Licensee should contact us to obtain copies of releases and clearances that are available.

6.

Indemnification.

6.1

Provided that the Licensed Material is only used in accordance with this Agreement and Licensee is not otherwise in breach of this Agreement, Studio 252MYA shall defend, indemnify and hold Licensee harmless from all damages (excluding punitive damages), liabilities and expenses (including reasonable attorney's fees and permitted and authorized costs), arising out of or connected with any actual or threatened lawsuit, claim or legal proceeding alleging that Studio 252MYA is in breach of its warranties given in section 5 above. The foregoing states Studio 252MYA’s entire indemnification obligation under this agreement and Licensee's sole and exclusive remedy for any alleged or actual breach of the representations and warranties set forth in section 5 above.

6.2

Licensee shall defend, indemnify and hold Studio 252MYA and its legal agents and representatives harmless from all damages (except punitive damages), liabilities and expenses (including reasonable attorneys' fees and permitted and authorized costs), arising out of or as a result of claims by third parties relating to Licensee's use of any Licensed Material outside the scope of this Agreement or any other breach by Licensee of this Agreement.

6.3

The party seeking indemnification pursuant to this section 6 shall promptly notify the other party of such claim. At indemnifying party's option, indemnifying party may assume the handling, settlement or defense of any claim or litigation, in which event indemnified party shall cooperate in the defense thereof. Indemnified party shall have the right to participate in such litigation, at its expense, through counsel selected by indemnified party. The indemnifying party will not be liable for legal fees or other costs incurred prior to the other party giving notice of the claim for which indemnity is sought.

7.

Termination and Revocation.

7.1

The license contained in this Agreement will terminate automatically without notice from Studio 252MYA 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 Studio 252MYA, return the Licensed Material to Studio 252MYA; and (iii) delete or remove the Licensed Material from Licensee's premises, computer systems and storage (electronic or physical).

7.2

Studio 252MYA 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 5.1.(ii), Studio 252MYA 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.

9.1

Unauthorized Use.— Any use of Licensed Material in a manner not expressly authorized by this Agreement or in breach of a term of this Agreement constitutes copyright infringement, entitling Studio 252MYA 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 Studio 252MYA’s other remedies under this Agreement, Studio 252MYA reserves the right to charge and Licensee agrees to pay a fee equal to five times Studio 252MYA normal license fee for use of the Licensed Material.

9.2

Governing Law.— This Agreement will be governed in all respects by the laws of the State of California, U.S.A., without reference to its laws relating to conflicts of law. Any disputes arising from this Agreement or its enforceability shall be settled by binding arbitration to be held in SAN FRANCISCO, California. The United Nations Convention on Contracts for the International Sale of Goods does not govern this Agreement. Notwithstanding the foregoing, Studio 252MYA shall 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 Licensee in the event that, in the opinion of Studio 252MYA, such action is necessary or desirable.

9.3

Severability.— 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 revised only to the extent necessary to make them enforceable.

9.4

Waiver.— No action of Studio 252MYA, other than express written waiver, may be construed as a waiver of any provision of this Agreement. A delay on the part of Studio 252MYA in the exercise of its rights or remedies will not operate as a waiver of such rights or remedies, and a single or partial exercise by Studio 252MYA of any such rights or remedies will not preclude other or further exercise of that right or remedy. A waiver of a right or remedy by Studio 252MYA on any one occasion will not be construed as a bar to or waiver of rights or remedies on any other occasion.

9.5

Entire Agreement.— This Agreement 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 communication sent by Licensee, the terms of this Agreement shall govern.