CILM LEGAL CONTENT LICENSING AGREEMENT

This Agreement governs the terms by which customers of Creative Image Licensing and Management (CILM) obtain the right to use art provided by all artists contracted to be represented by CILM in the graphics licensing community and can be found at www.cilm.com. This Agreement is in addition to the CILM Standard Terms of Use applicable to the contents of www.cilm.com and any agreements previously entered into with CILM.

1. Background of Agreement

(a) This agreement contains many important provisions that affect your rights and obligations. By selecting the correct box at the end of your registration and or purchase with CILM you accept this Agreement either for yourself or on behalf of the person/s you are making the purchase for. If you are accepting on behalf of someone you are purchasing images/tubes for then you warrant that you have full legal authority to make a purchase on their behalf. If you do not have such authority or you do not accept or agree with these terms, do not purchase content from CILM.

(b) In this Agreement: (i) “you” or the “license holder” or "customer" means you or “we” means Creative Image Licensing and Management, operator of www.cilm.com and “Content” means any images/ tubes that you are downloading from www.cilm.com, together with any accompanying material.

2. Standard License Terms

We hereby grant to you a lifetime license number issued to you by CILM - customerhelp@creativeimagelicensing.com upon your first order to use purchased images / tubes according to this agreement and agreement to our Standard Terms of Use. All other rights in and to the content, including, without limitation, all copyright and other intellectual property rights relating to the content, are retained by CILM or the artists that created the images/ tubes, as the case may be.

3. Permitted Uses and Prohibited Uses:

Please read the CILM Standard Terms of Use above or located here.

1. Should any of the terms of this agreement or the Standard Terms of Use be violated CILM retains the right to suspend or revoke your respective license in addition to the right to proceed with legal actions against you or parties representing you for breach of contract and/or any other applicable charges regarding the terms of this agreement.

2. Failure to provide CILM with correct account information required to make a purchase shall give CILM the full right to suspend or revoke your respective license.

4. Term of Agreement

(a) This Agreement is effective until it is terminated. You can terminate this Agreement by destroying the Content along with any copies or archives of it or accompanying materials (if applicable), and ceasing to use the Content for any purpose. The Agreement also terminates without notice from CILM if at any time you fail to comply with any of its terms. Upon termination, you must immediately (i) cease using the Content and for any purpose; (ii) destroy or delete all copies and archives of the Content or accompanying materials; and (iii) if requested, confirm to CILM in writing that you have complied with these requirements.

(b) Failure to abide by the conditions above governing the termination of the contract shall grant CILM the right to proceed with legal actions against you or parties representing you for breach of contract and or any other applicable charges regarding the terms of this agreement.

(c) CILM reserves the right to elect at a later date to revoke or amend the license granted to you by this Agreement and replace the Content with an alternative for any reason. Upon notice, sent to the address or contact information provided by you for your CILM account, or such other address as you may advise us in writing to use, from time to time, of such replacement, the license for the replaced Content immediately terminates for any products that do not already exist, and this license automatically applies to the replacement Content. You agree not to use the replaced Content, for future products and to take all reasonable steps to discontinue use of the replaced Content.

5. Limitation of Warranties and Liability

(a) CILM's entire liability and your exclusive remedy, with respect to any claims arising out of your use of the Content, or out of your actions in downloading the Content, shall be as follows:

You may, upon request to CILM, be permitted to download the Content again only in the event that something logistically has happened to the previously downloaded file such as a hard drive crash. (b) IN NO EVENT SHALL CILM OR ANY OF ITS AFFILIATES OR CONTENT PROVIDERS OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, PARTNERS OR AGENTS BE LIABLE FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING DAMAGES FOR LOSS OF PROFITS, INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) IN CONNECTION WITH ANY CLAIM, LOSS, DAMAGE, ACTION, SUIT OR OTHER PROCEEDING ARISING UNDER OR OUT OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION YOUR USE OF, RELIANCE UPON, ACCESS TO, OR EXPLOITATION OF THE CONTENT, OR ANY PART THEREOF, OR ANY RIGHTS GRANTED TO YOU HEREUNDER, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER THE ACTION IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR OTHERWISE.

(c) IN ANY EVENT, THE TOTAL MAXIMUM AGGREGATE LIABILITY OF CILM UNDER THIS AGREEMENT, THE LICENSE PROVIDED HEREUNDER, OR THE USE OR EXPLOITATION OF ANY OR ALL OF THE CONTENT IN ANY MANNER WHATSOEVER SHALL BE LIMITED TO THE FEES ACTUALLY PAID BY YOU TO CILM UNDER THIS AGREEMENT IN RESPECT OF THE USE OF THE RELEVANT CONTENT.

(d) SOME JURISDICTIONS DO NOT ALLOW FOR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

6. Indemnification

You agree to indemnify, defend and hold CILM, its affiliates, its Content providers and their respective directors, officers, employees, shareholders, partners and agents (collectively, the "CILM Parties”) harmless from and against any and all claims, liability, losses, damages, costs and expenses (including reasonable legal fees on a solicitor and client basis) incurred by any CILM Party as a result of or in connection with any breach by you or anyone acting on your behalf of any of the terms of this Agreement.

7. General Provisions

(a) You specifically agree and acknowledge that you have, in addition to the terms of this Agreement, reviewed the Standard Terms of Use and any other agreements which may be incorporated by reference therein, and to the extent of their incorporation in this Agreement you agree to be bound by them.

(b) CILM's failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right.

(c) This Agreement is personal to you and is not assignable by you without CILM's prior written consent. CILM may assign this Agreement without your consent to any other party so long as such party agrees to be bound by its terms.

(d) If all or part of any provision of this Agreement is wholly or partially unenforceable, the parties or, in the event the parties are unable to agree, a court of California jurisdiction, shall put in place of such whole or part provision an enforceable provision or provisions, that as nearly as possible reflects the terms of the unenforceable whole or part provision.

(e) This Agreement will be governed under the laws of the State of California and the federal laws of the United States of America applicable therein (without reference to conflicts of laws principles). You consent to service of any required notice or process upon you by registered mail or overnight courier with proof of delivery notice, addressed to the address or contact information provided by you at the time the Content was downloaded, or such other address as you may advise us in writing to use, from time to time.

(f) Any and all disputes arising out of, under or in connection with this Agreement, including without limitation, its validity, interpretation, performance and breach, shall be finally settled under the Laws of the State of California and or the Laws of the United States Federal Court and shall be conducted in the English language.

(g) The parties have requested that this Agreement and all related documents be drawn up in English.

8. Contact

If you have concerns relating to this Agreement, please contact CILM at customerhelp@creativeimagelicensing.com or via phone at 877-264-2456.

9. Acknowledgement

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND HAD AN OPPORTUNITY TO SEEK INDEPENDENT LEGAL ADVICE PRIOR TO AGREEING TO IT. IN CONSIDERATION OF CILM AGREEING TO PROVIDE THE CONTENT, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND CILM, WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN YOU AND CILM RELATING TO THE SUBJECT OF THIS AGREEMENT.

© CILM 2006. All rights reserved. CILM® is a registered trademark of Luna-C Inc.