ANIMAKERS ROYALTY FREE LICENSE AGREEMENT
PLEASE READ THE FOLLOWING TERMS AND CONDITIONS. YOUR ACCEPTANCE OF THESE TERMS IS AN ABSOLUTE CONDITION TO YOUR ACCESS TO AND USE OF ANY IMAGE(S). DOWNLOADING AND/OR USING ANY IMAGE(S) FROM ANIMAKERS CONFIRMS YOUR ACCEPTANCE OF THESE TERMS AND FORMS A LEGAL CONTRACT BETWEEN YOU AND ANIMAKERS. ANIMAKERS reserves the right to change any of the terms of this Agreement at any time, and you agree to be bound by such changes. If you do not agree to the following terms, as may be amended, do not download or use any Image(s).

1. LICENSE
1. Definitions:

"Comp Usage" is defined as the creation of a temporary test use, rough layout or comprehensive rendering of a proposed work for client review, internal company review or testing. The Image may not be used in any materials distributed or accessible to the public or in any final product or use, including, without limitation, any online or other electronic distribution system (except you may transmit comps digitally or electronically for their review) and may not be sold or sublicensed alone or as part of any product.
"Image(s)" shall mean animations, clipart, composites, digital footage, digital video, film footage, fonts, graphics, illustrations, images, motion sequences, photographs or any other visual representation regardless of whether the Image(s) are obtained via download from any ANIMAKERS Web site, delivered via any storage media (CD, DVD, disk, etc.) that is now known or may become known in the future, or obtained from a ANIMAKERS' authorized distributor, together with all accompanying metadata and other material. .
"User" shall mean the individual, legal entity or agent entering into this Agreement or any employee or contractor of such individual, legal entity or agent that edits, manipulates or modifies the Image(s) or are otherwise directly involved in the creative process including, but not limited to, photo editors, photo researchers, photographers, art directors or designers. All Users shall only use the Image(s) in accordance with the terms of this Agreement.
"You" shall mean a single: (i) individual, (ii) legal entity (corporation, partnership, LLC, sole proprietorship, etc.), or (iii) agent acting on behalf of a single individual or entity.

2. Copyright:

The Image(s) are copyrighted and protected under the various laws of the United States, International treaties and other applicable laws. The Image(s) shall remain the sole and exclusive property of ANIMAKERS, or its licensors. Use of the Image(s) is licensed, not sold, pursuant to the terms of this Agreement. Use of the Image(s) without agreeing to this Agreement, or a breach of these Agreement terms, is copyright infringement.

3. Grant:
1. Paid License.
1. ANIMAKERS grants you a perpetual non-exclusive and non-transferable license to use the Image(s) only as provided in this Agreement. SEE SECTION 13 BELOW FOR OTHER IMPORTANT TERMS AND LIMITATIONS THAT FORM PART OF THIS GRANT.
2. Comp Use
1. ANIMAKERS grants you the non-exclusive and non-transferable right to use Image(s) for Comp Usage for a period not to exceed sixty (60) days.
4. Number of Users (defined above):
1. FOR IMAGES ACQUIRED BY PAY PER DOWNLOAD AND STORAGE MEDIA.
   UNLESS YOU ARE ACQUIRING IMAGES FROM THE PHOTOS.COM WEBSITE, YOU ARE GRANTED A TEN (10) USER SINGLE USE, SEAT LICENSE FOR USE OF THE IMAGES. THIS IS NOT A SIMULTANEOUS USE LICENSE. Only one (1) User may access or use the Image(s) at one time with up to a maximum of ten (10) Users (within the same legal entity entering into this Agreement) who may access or use the Image(s).

Licensee may distribute Image(s) within a network or similar asset management system to no more than ten (10) computers/workstations within the same company or legal entity for use by one (1) person at a time. If the Image(s) are to be placed on a network server accessible by more than ten (10) computers/workstations, please contact your sale representative as you will require a multiple seat license.
SEE SECTION 13 BELOW FOR ADDITIONAL IMPORTANT TERMS AND LIMITATIONS

2. FOR IMAGES ACQUIRED BY SUBSCRIPTION OR COMP USE OR IMAGES FROM PHOTOS.COM.
   YOU ARE GRANTED A ONE (1) USER SEAT LICENSE FOR ACCESS TO THE SUBSCRIPTION OR USE OF THE IMAGES, AS APPLICABLE. THIS IS NOT A SIMULTANEOUS USE LICENSE. ONLY ONE USER MAY ACCESS THE SUBSCRIPTION WEB SITE, OR USE IMAGES FOR ANY COMP USE, AS APPLICABLE. YOU MAY NOT DESIGNATE ONE (1) USER TO ACCESS THE SUBSCRIPTION WEB SITE IF MORE THAN ONE (1) USER WILL USE THE IMAGES. IN SUCH CASES, PLEASE CONTACT YOUR SALES REPRESENTATIVE AS YOU WILL REQUIRE A MULTIPLE SEAT LICENSE.
4. Permitted Uses. You may, subject to Section 1(F) below:
1. Back up, and store, single Image(s) as necessary on a single server for archival, tracking or asset management purposes only. Any copy or archive you make must include copyright notice pursuant to Section 1(G)(III).
2. Use the Image(s) in any print or electronic media (except in computer software and electronic video and computer games which require a separate license. See Section F(IX) below), including advertising and editorial use, provided such use is not intended to allow the re-distribution, re-use of the Image(s) or access to the image(s) apart from a product or service.
3. Use the Image(s) on product packaging or in any items for personal use or resale, including book covers, calendars, consumer merchandise (T-shirts, posters, art, etc.), except in computer software and electronic video and computer games, which require a separate license (see Section F(IX) below), provided such use is not intended to allow the re-distribution, re-use of the Image(s) or access to the Image(s) apart from a product or service apart from a product or service.
4. Modify or alter the Image(s) as necessary for your use, subject to the terms of Section 4, and provided that if such modification or alteration constitutes a derivative work you do not acquire any copyright ownership or equivalent rights in or to any of the Image(s) or any other property of ANIMAKERS or its licensors and you shall only use such derivative work in accordance with this Agreement. If requested by ANIMAKERS, you agree to execute a written assignment of any such rights, including copyrights, at no cost to ANIMAKERS.
5. Use the Image(s) as decor in an office, lobby, public area, restaurant, or retail store.
6. Use the Image(s) as design elements in video, film, or television broadcasts.
7. Use the Image(s) in connection with your business or entity, e.g. corporate identity documents and letterhead, except as prohibited below.
8. Use the Image(s) for any other uses approved in writing by ANIMAKERS.

SEE SECTION 13 BELOW FOR OTHER IMPORTANT TERMS AND LIMITATIONS

6. Prohibited Uses. You may NOT:
1. Sublicense, distribute, transfer or assign rights to the Image(s).
2. Reverse engineer, decompile, translate, or disassemble any part of the Image(s).
3. Copy or reproduce the Image(s), except as specifically provided for in Section 1(E).
4. Remove any copyright, trademark or watermark from any place where it appears on the Image(s).
5. Display the Image(s) in any digital format or for any digital use at a resolution greater than 72 dpi, except in editorial or preliminary design work. Doing so will be viewed as an attempt to distribute the Image(s) in violation of this Agreement.
6. Use the Image(s), or any part of the Image(s), as part of a trademark, service mark, or logo. ANIMAKERS or its licensors retain the full rights to the Image(s), and therefore you cannot establish your own rights.
7. Use the Image(s) to compete with ANIMAKERS. ANIMAKERS is in the business of licensing images to its customers. It is the specific intent of this provision to prohibit you from using the Image(s) to enter, either directly or indirectly, a similar or competing business.
8. Use the Image(s) in a product or service whereby the Image(s) can be used apart from a product or service.
9. Use the Images(s) as part of a product in any electronic format intended for multiple distribution or licensing including, without limitation, templates, Web site templates, software products, including computer and/or video games and game consoles, e-greetings, etc. Contact Animakers.info to find out about a special license for such use.
10. Use the Image(s), or resell the Image(s) for use, in mobile or wireless devices, including but not limited to mobile telephones, handheld game consoles, and PDAs. Such usage is subject to additional licensing fees.
11. Use the Image(s) in any way that could be considered defamatory, pornographic, libelous, immoral, obscene or fraudulent, or illegal, either by making physical changes to it, in the juxtaposition to accompanying text or images, or otherwise.
12. Without advance written consent from ANIMAKERS and any model in such Image(s), use Image(s) that include people as part of any sensitive subject matters, as determined by ANIMAKERS. See Website Animakers.info for examples. Sensitive subject use pertains to both commercial and editorial uses. Availability of model releases does not grant the right to use Image(s) in any sensitive subject matters.
13. Use the Image(s) beyond any limitations or restrictions noted on a ANIMAKERS Website.
14. SUBSCRIPTION - UNLIMTED DOWNLOAD (within reason): Up to 250 downloads per week ANIMAKERS or a third-party ("we" or "us") provides you with storage media containing a computer program, computer software, including its code, objects including their API's as well as any images, photographs, templates, animations, video, audio, music, text and -applets" incorporated into the software, the accompanying printed materials, a License, and -online" or electronic documentation (together called the "Product") and we grant you a license to use the Product in accordance with the terms of this License.

SEE SECTION 13 BELOW FOR OTHER IMPORTANT TERMS AND LIMITATIONS
.

2. PAYMENT TERMS

You agree to pay all Image(s) license fees and no rights are granted under this Agreement until all payments are made in full. A service charge of two percent (2%) per month, or the amount allowed by law, will be charged on any unpaid balance. Any claims for adjustments must be made to ANIMAKERS within five (5) days of billing. You shall be liable for all past due amounts, interest and costs of collection, including attorneys' fees. Refunds are governed by the terms of the individual service used. Please see Section 11 below for terms applicable to refunds in the event of cancellation.

3. TERMINATION
1. This Agreement is effective until it is terminated.
1. This Agreement will terminate automatically, without notice from ANIMAKERS, if you fail to comply with any provision of this Agreement.
2. You can terminate the licenses granted under this Agreement with respect to any Image(s) by destroying the Image(s), along with any copies or archives, any CD-ROM or accompanying materials (if applicable), and ceasing all use of the Image(s) for any purpose. Such termination may not effect payment obligations.
2. ANIMAKERS may, in its sole discretion: (i) monitor, as frequently as ANIMAKERS determines, anything you download from our Web sites, (ii) limit downloads to a fixed amount of downloads per 24 hour period so as to insure the best possible service to all subscribers to our Web sites, (iii) track any abuse of your username and password, (iv) suspend or terminate your account, without notice, if ANIMAKERS believes there is a violation of this Agreement, the Web Site User Agreement and/or any abuse of your username and password.
3. Upon termination of the license to use any Image(s) granted under this Agreement, you agree to (i) destroy all copies and archives of the Image(s), (ii) cease using the Image(s) for any purpose, and (iii) confirm to ANIMAKERS in writing that you have complied with these requirements. Please see Section 13(A) below for other terms also applicable to Subscription terminations.
4.  
4. WARRANTY AND LIMITATION OF LIABILITY

ANIMAKERS represent and warrants that the Image(s) or other Storage Media (if applicable) will be free from defects in materials and workmanship under normal use for a period of 30 days from the date of license.

1. DISCLAIMER OF WARRANTY. EXCEPT AS PROVIDED IN SECTION 4(A) ABOVE, THE IMAGE(S), AND ACCOMPANYING MATERIALS (IF APPLICABLE) ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. ANIMAKERS MAKES NO WARRANTIES FOR ANY IMAGES THAT HAVE BEEN MODIFIED OR ALTERED BY YOU AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY CLAIMS RELATING TO OR ARISING OUT OF YOUR MODIFICATION AND USE OF THE IMAGES. ANIMAKERS GRANTS NO RIGHTS OR WARRANTIES WITH RESPECT TO THE USE OF NAMES, TRADEMARKS, LOGO TYPES, COPYRIGHTED DESIGNS OR WORKS OF ART OR ARCHITECTURE DEPICTED IN ANY IMAGE, AND THE USER MUST SATISFY ITSELF THAT ALL NECESSARY RIGHTS, CONSENTS, OR PERMISSIONS AS MAY BE REQUIRED ARE OBTAINED. ANIMAKERS DOES NOT WARRANT THAT THE IMAGE(S), WEB SITES OR OTHER MATERIALS, WILL MEET YOUR REQUIREMENTS OR THAT USE WILL BE UNINTERRUPTED OR ERROR FREE. THE ENTIRE RISK AS TO THE QUALITY, PERFORMANCE AND USE OF THE IMAGE(S) IS SOLELY WITH YOU. YOU UNDERSTAND THAT YOU SHOULD SEEK COMPETENT COUNSEL BEFORE USING IMAGES ON OR IN CONNECTION WITH ANY GOODS OR SERVICES OR FOR ANY OTHER COMMERCIAL PURPOSES. ANIMAKERS SHALL NOT BE LIABLE TO YOU OR TO ANY OTHER ENTITY FOR ANY GENERAL, PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES, OR LOST PROFITS OR ANY OTHER DAMAGES, COSTS OR LOSSES ARISING OUT OF YOUR USE OF THE IMAGE(S), ANIMAKERS' BREACH OF THIS AGREEMENT OR OTHERWISE, EVEN IF ANIMAKERS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES. IN NO EVENT, SHALL ANIMAKERS' TOTAL AGGREGATE LIABILITY TO YOU, OR TO ANY THIRD PARTY CLAIMING THROUGH YOU, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE IMAGE(S) (WHETHER IN CONTRACT, TORT OR OTHERWISE) EXCEED TEN (10) TIMES THE MONETARY AMOUNT ACTUALLY RECEIVED BY ANIMAKERS FOR YOUR USE OF THE APPLICABLE IMAGE(S).
2. You represent, warrant and covenant that:
1. You are at least eighteen years of age and have the full right and authority to enter into this Agreement on behalf of you and/or your company, employer or principal;
2. You do not reside in any country to which export of US products are prohibited or restricted and you may not ship, transfer or export any of the Images into any country or use any of the Images in any manner prohibited by any laws, restrictions or regulations;
3. You will not use the Image(s) in any way that is not permitted by this Agreement;
4. Your use of the Image(s) will not violate any applicable law or regulation of any country, state, or other governmental entity;
5. The information that you provide to ANIMAKERS is accurate and true, including, without limitation, all credit card or other payment information and you shall update such information as necessary;
6. You are solely responsible for determining whether your use of any Image(s) requires the consent of any other party or the license of any additional rights. If you are unsure whether additional rights are needed for your use of the Images, you are responsible for consulting with competent legal counsel; and
7. If you are acting as an agent, you must inform your client/principal of the terms of this Agreement.

5. LIMITATION OF REMEDIES

Replacement or Refund:
ANIMAKERS' entire liability and your exclusive remedy, with respect to any claims arising out of this Agreement, except as set out in Section 6 below, shall be at ANIMAKERS' sole discretion, either: (i) replacement of Image(s); or (ii) refund of any fee paid for the specific Image(s). Any claims must be brought within twelve (12) months of the date that you discovered such claim, or reasonably should have discovered such claim, or reasonably should have discovered such claim, shall be waived.
INDEMNIFICATION
You agree to indemnify and hold ANIMAKERS, its affiliates, parents, subsidiaries, employees, directors, officers, successors, assigns, distributors and anyone else associated with ANIMAKERS, harmless from, and against, any and all claims, liabilities, costs, damages, or expenses, (including attorneys' fees) asserted against ANIMAKERS arising out of your use of the Images or in connection with any breach of any of the terms of this Agreement. You may elect to assume the handling, settlement or defense of any claim or litigation and ANIMAKERS shall reasonably cooperate in the defense of any claim. ANIMAKERS shall have the right to participate in the litigation, at its own expense, through counsel of its choosing. You will not be liable for legal fees or other costs incurred prior to ANIMAKERS giving notice of the claim for which indemnity is sought.

6. GENERAL
1. Enforceability:
   If any provision of this Agreement is held to be not enforceable, such provision shall be reformed only to the extent to make it enforceable, consistent with the parties' intent.
2. Taxes and other:
   You agree to pay and be solely responsible for any and all sales taxes, use taxes, value added taxes and duties imposed by any jurisdiction as a result of the license granted to you, or your use of the Image(s), pursuant to this Agreement.
3. Waiver:
   No action of ANIMAKERS, other than an express written, signed waiver may be construed as a waiver of any part of this Agreement, and no employee of ANIMAKERS is authorized to make an oral waiver. In the event that ANIMAKERS waives a specific part of the Agreement, it does not mean that ANIMAKERS waives any other part.
7. JURISDICTION

This Agreement will be governed in all respects by the laws of the Corrientes Province, Argentina, 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 one of the following jurisdictions (whichever is closest to your corporate headquarters, if you are an entity, or principal residence, if you are an individual) The United Nations Convention on Contracts for the International Sale of Goods does not govern this Agreement. Notwithstanding the foregoing, ANIMAKERS 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 you in the event that, in the opinion of ANIMAKERS, such action is necessary or desirable.

8. LEGAL FEES

You agree to reimburse ANIMAKERS for its legal fees, costs and disbursements if ANIMAKERS is successful in enforcing any of its rights under this Agreement including, without limitation, in connection with any action to collect payment.

9. ASSIGNABILITY

You may not assign or transfer to anyone else the rights granted to you in this Agreement, without our prior written consent. ANIMAKERS may assign or transfer this Agreement freely.

10. CANCELLATION

If you wish to cancel the rights granted in this Agreement and your invoice, the following apply:

1. If You Licensed Single Images or Purchased CD(s) (opened or unopened), you may receive a full refund if you submit a completed and signed refund affidavit (located at http://www.jiunlimited.com/en/company/refund_aff), and return any CD's, within fourteen (14) days of your invoice date. After fourteen (14) days, no cancellations will be accepted, no refunds made and you will be responsible for and must pay the full amount of the invoice.
2. If you purchased a Subscription, You may receive a full refund within three (3) days of your invoice date, provided that you have not downloaded more than five (5) images. After three (3) days, or download of more than five (5) Images, no cancellations will be accepted, no refunds made and You will be responsible for and must pay the full amount of the invoice. By requesting a refund, You hereby represent and warrant that: (i) You have deleted or destroyed all downloaded Images, (ii) that You have not, and will not use any Images from the subscription, and (iii) that a breach of the foregoing shall require You to immediately repay the entire subscription fee plus damages to ANIMAKERS.

You are solely responsible for all shipping and handling fees with regard to a cancellation. All cancellations are final. See Termination Section 3 above for other applicable terms.

11. ENTIRE CONTRACT

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND ANIMAKERS, WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN YOU AND ANIMAKERS RELATING TO THE SUBJECT OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY PURCHASE ORDER TERMS (EVEN IF SUCH TERMS ARE SUBSEQUENT TO THE DATE OF THIS AGREEMENT). FAQ'S, OTHER EXPLANATIONS, AND TEXT IN ANIMAKERS' WEB SITES ARE FOR YOUR INFORMATION ONLY AND ARE NOT, AND SHALL NOT BE CONSTRUED AS, PART OF THIS AGREEMENT UNLESS SPECIFIED OTHERWISE IN THIS AGREEMENT.