General

THIS IS A LEGAL AND BINDING AGREEMENT BETWEEN YOU AND Picade LLC, RELATING TO THE USE OF Picade LLC'S WEB SITE, DOWNLOADING OF IMAGE FILES FROM SUCH WEB SITE, AND THE LICENSING OF IMAGES BY Picade LLC TO YOU.

When you download digital image files from this web site, or receive digital image files from Picade LLC through any other means, or receive physical images from Picade LLC via film or any other medium, you agree to and accept all the terms of this Agreement.

If your actions are on behalf of your employer or another third party, then all the terms and conditions of this Agreement apply to you and your employer or other third party.

Images are not to be used in any manner without expressed permission from Picade LLC. All images are licensed under the terms and conditions as specified at time of purchase. No image licenses are valid until Picade LLC has received payment in full. Image usage without prior payment and Picade LLC's express written authorization is a copyright violation. All rights not specifically granted are retained by Picade LLC.

Images are not sold; their use is licensed and they remain the sole and exclusive property of Picade LLC and the individual photographer, artist or illustrator.

Images or image files cannot be distributed or re-sold independent from a product and may not be used in a manner allowing permanent storage or re-use by third parties. No licenses may be sublicensed, transferred or assigned. You agree not to make, authorize, or permit any use of any image except as specifically set forth here and on the invoice you will receive.

Failure to comply with any of the provisions of this Agreement may result in immediate revocation of the license granted.

Copyright Protection

All images licensed by Picade LLC are copyrighted and protected by the intellectual property laws of the United States and the Berne Convention.

You agree to provide each reproduction of an image with a credit line: © photographer's name/Picade LLC. You agree to provide statutory copyright protection of the image by timely registering the work you created or the work in which the image appears, and such copyright shall be immediately assigned to Picade LLC or the photographer, artist or illustrator, upon request and without charge. Picade LLC has the exclusive right to pursue any copyright infringement without regard to the rights granted. In the event that Picade LLC pursues a copyright infringement and receives an award or settlement, its liability to the licensee shall not exceed that portion of the license, if any, paid for conflicting exclusivity.

License Granted for Rights-Protected Images

All licenses granted by Picade LLC for the use of Rights-Protected images are limited to a period of one year on a non-exclusive basis, for a geographical distribution limited to the country in which the license is granted, unless otherwise specified at time of purchase and specified on your invoice. All rights specifically granted, as specified on your invoice, including but not limited to derivative uses, electronic, CD-ROM, on-line, or promotional rights, are reserved for use and disposition by Picade LLC without any limitation whatsoever.

License Granted for Comping Images

You are entitled to download comping image files from Picade LLC's website, subject to the terms of this Agreement. These image files are intended for viewing of the image in more detail and for placement purposes only in unfinished products. Such permission to use comping files is not to be construed to be a grant of a license for usage.

Payment Terms

No image usage copyright licenses are granted until full payment of our invoice is received. Reproduction or usage of Picade LLC's images in any manner without a valid, prior paid written copyright license is a violation of U.S. Copyright law and will be vigorously prosecuted.

For Dunn & Bradstreet well rated customers granted open account billing by Picade LLC, full payment of Picade LLC's invoices must be received on the sooner of thirty (30) days of its date, without any discounts, or prior to the publication of any image. You agree to pay Picade LLC a service charge of two (2) percent per month on any unpaid balance after this time period.

Any disputes concerning the invoice must be submitted in writing, within five (5) business days of the invoice date, or you shall be deemed to have accepted the invoice as issued.

For customers utilizing Picade LLC's online automatic image delivery and copyright license generation ecommerce system hosted by PhotoShelter, customer must pay either via PayPal or via credit card accepted by Picade LLC's merchant account credit card processor at the time of copyright license and digital image downloading. Customer's credit card will be prior validated and a time-limited encrypted download url valid for 96 hours will be emailed to customer's specified email address to enable the customer to download the copyright license and associated digital image. Customer's credit card will not be charged until such time as they download the copyright license and associated digital image. Customer has full opportunity to examine Picade LLC's digital images online to verify the suitability of the digital image's for customer's intended use prior to downloading and payment. Because customer's reproduction and usage of Picade LLC's digital images after licensing and download by customer is not controlled by Picade LLC, customer is solely responsible for determining the suitability for their intended use of the images prior to download and payment. Once the copyright license and associated digital image is downloaded, there are no refunds or cancellations of credit card charges. Picade LLC will vigorously pursue and litigate fraudulent credit card use.

Unauthorized Use of Images

In the event that i) you utilize any image without or prior to the granting of a license, or ii) you utilize any Rights-Protected image for any use other than that indicated on the invoice, including but not limited to the number of uses, the publications utilized, or the size or reproduction, Picade LLC reserves the right to seek damages through legal channels unless you agree to reimburse Picade LLC as follows.

Since it is difficult to determine damages resulting from unauthorized usage, Picade LLC agrees to forgo our right to sue you for copyright infringement on the condition that you agree to pay, as liquidated damages:

• i. a sum equal to ten (10) times the normal price Picade LLC would have charged for such use of an image.

Picade LLC will calculate a usage fee by relying in good faith on the information you provide and will issue an invoice detailing the license granted.

If you fail to make the payment as outlined above within ten (10) days of our billing such fee, this liquidated damage provision shall be void and we reserve the right to sue for copyright infringement plus attorneys' fees and all associated costs.

Releases, Permissions, and Sensitive Subject Usage

Unless our invoice specifically indicates an image has a model or property release, it is not to be construed that such a release exists.

Picade LLC gives no rights or warranties with respect to the use of names, trademarks, logos, registered or copyrighted designs or works of art depicted in any image, and you must satisfy yourself that all necessary rights, consents or permissions as may be required for reproduction are secured.

You agree not to use any image in a defamatory manner or context, either by changing it or by any accompanying text. Advance written permission is required for use of images that depict any illegal goods or activities, or any sensitive subjects, including but not limited to, contraception, matters of a sexual nature, substance abuse, domestic violence, alcohol, tobacco, AIDS, cancer, acts of violence and other serious physical or mental ailments.

You agree to hold Picade LLC harmless from any and all claims and expenses arising from your use of an image. If you utilize an image prior to paying our invoice, or without our expressed permission in regard to sensitive subjects, we are relieved of any claim concerning the image's use or publication because it was published without permission. Picade LLC reserves the right not to permit reproduction of an image for any reason whatsoever. Under all circumstances, our liability is strictly limited to the invoice price for the use of the images involved.

Delivery and Return of Film

If you obtained the images from Picade LLC in the form of film, whether they are originals or duplicates, you may retain the film for a period of three (3) months after date of invoice. Note: This is not a bailment. After that date, unless this period is extended in writing, you will be charged a holding fee of one dollar ($1) per day per image until their actual receipt by Picade LLC. Holding fees will accrue for eight (8) months from the stipulated date of return, fourteen (14) days from receipt, after which such unreturned images will be deemed to be lost and you will be billed for holding fees accrued to that date and the lost image fees in accordance with the provisions below.

The film was inspected prior to shipment. We verified their quality. They were sent to you in perfect condition. By retaining the film, you accept all responsibility for loss of or damage while they are in your possession or in transit, from the time you or your representative, agent or messenger take possession of the film until their safe and undamaged receipt by Picade LLC. You assume full liability for your employees, agents, assigns, couriers, messengers, freelance researchers, researchers, clients and printers for the loss, damage or misuse of the film. We highly recommend you return film by bonded messenger or registered mail - return receipt requested, fully insured and adequately packaged, and that you obtain a receipt proving delivery to Picade LLC.

Both of us agree that it is difficult to determine in advance the amount of monetary damage due to the loss or damage of an original transparency, print or negative (a lost or damaged image). Accordingly, we both agree that the establishment of a reasonable liquidated value for any lost or damaged image is in both our interests. We both accept the sum of fifteen hundred dollars ($1,500) as the liquidated value of a lost or damaged image. The liquidated value of a duplicate transparency or print is agreed to be one hundred and fifty dollars ($150). Picade LLC stipulates that a digital file has no liquidated value. Picade LLC agrees to deliver the photographs to you only upon your express agreement to the terms in this paragraph. If you do not accept this liquidated damage provision, or the arbitration clause below, please contact us immediately regarding the return of the images.

Arbitration

A material part of this contract is our mutual agreement to arbitrate disputes, except for copyright violations, which will be litigated solely in U.S. federal court. Any and all disputes arising out of, under or in connection with the contract, including without limitation its validity, interpretation, performance and breach, shall be settled by arbitration in Chicago, Illinois, pursuant to the rules of the American Arbitration Association in effect at the time arbitration is demanded. Judgment upon any award rendered may be entered in the highest court of the forum, state or federal, having jurisdiction. This contract, its validity and effect shall be interpreted under, and governed by, the laws of the State of Illinois, and you agree that the arbitrators shall award all costs of arbitration including legal fees, plus legal interest, to the successful party.

No Waiver, Severability, Complete Contract

The terms set forth in this Agreement, any delivery contract and invoice, represent our entire agreement concerning the delivery of images to you, your review and usage thereof. All prior understandings or representations, whether written or oral, based on "industry custom" or past dealings, are hereby merged in this contract. No terms or conditions may be added, removed or modified unless made in writing and signed by both parties. No action of ours, other than an express written waiver, may be construed as a waiver of any part of this contract, and no employee of Zanshin Images is authorized to waive it orally. In the event we waive any specific part of this contract, it does not mean we waive any other part. Should any clause of these Terms and Conditions of Use be found unenforceable, wherever possible this will not affect any other clause and each will remain in full force and effect.

Governing Law and Jurisdiction

This contract, its validity and effect shall be interpreted under, and governed by, the laws of the State of Illinois and shall be considered to have been made and accepted in Illinois. All suits that may be brought in regard to this contract, or any aspect of the relationship between the parties, shall be subject to the exclusive jurisdiction of the United States District Court for the district of Illinois, Chicago and/or the Circuit Court of the State of Illinois for Cook County.

Legal Fees

If Picade LLC is obligated to go to court, rather than arbitration, to enforce any of its rights, you agree to reimburse Picade LLC for Picade LLC's legal fees and disbursements if Picade LLC is successful.

U.C.C.

The above terms are governed by Article 2 of the Uniform Commercial Code.

We reserve the right to change these Terms and Conditions of Use, prices, and information and available contractual license terms featured on this website without notice.