1.1 Editorial Licensed Material means Licensed Material relating to events that are newsworthy or of public interest and that is licensed for use in an editorial manner.

1.2 Invoice means the invoice provided by Artsales.com.au or The Artist/Rights Holder 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. The Invoice shall be incorporated into this Agreement and all references to the Agreement shall include the Invoice.

1.3 Licensed Material means any image, visual representation generated optically, electronically, digitally or by any other means, including any negatives, transparencies, film imprints, prints, original digital files or any Reproductions thereof, or any other product protected by copyright, trademark, patent or other intellectual property right, which is licensed to Licensee by The Artist/Rights Holder 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 as a whole.

1.4 Licensee means the person or entity purchasing a license hereunderkd or if there is a separate Purchaser, the person or entity specifically designated as Licensee during the purchase process and set forth as such in the Invoice.

1.5 Purchaser means a person or entity purchasing the license hereunder on behalf of a third party Licensee.

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

1.7 Rights and Restrictions means the information: (i) accompanying the Licensed Material on the Artsales.com.au website (including all areas of the purchase process); (ii) in the Invoice; (iii) in any other written communication accompanying the Licensed Material. Such restrictions may include, without limitation, the permitted scope of use, any territory or other use restrictions applicable to the Licensed Material selected, and the corresponding price for the license of such Licensed Material. The Rights and Restrictions shall be incorporated into this Agreement and all references to the Agreement shall include the Rights and Restrictions.

2.1 The Artist/Rights Holder grants to Licensee a non-exclusive, non-sublicensable and non-assignable right to use and Reproduce the Licensed Material identified in the Rights and Restrictions, solely to the extent explicitly stated in this Agreement. This right may be exercised by subcontractors of Licensee (including Purchaser) for preparation of the final product for the licensed use, provided that such subcontractors agree to abide by the terms of this Agreement.

2.2 Use of the Licensed Material is strictly limited to the use, medium, period of time, print run, placement, size of Licensed Material, territory and any other restrictions specified in the Rights and Restrictions. Licensee may utilize the Licensed Material in any production process that may be necessary for the intended use specified in the Rights and Restrictions.

2.3 Unless additional rights are stipulated in the Rights and Restrictions or granted pursuant to a separate license agreement, Editorial Licensed Material may not be used for any commercial, promotional, advertising or merchandising use.

2.4 Editorial Licensed Material may be cropped, provided that the editorial integrity of the Licensed Material is not compromised, but shall not, under any circumstances, otherwise be rotated, altered, changed or tampered with, either manually or electronically, without The Artist/Rights Holder's express written permission.

2.5 While efforts have been made to correctly caption the subject matter of the Licensed Material, Artsales.com.au and The Artist/Rights Holder does not warrant that such information is accurate.

2.6 Pornographic, defamatory or otherwise unlawful use of Licensed Material is strictly prohibited, whether directly or in context or juxtaposition with specific subject matter.

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

2.8 Licensee may not make the Licensed Material available in any medium in a manner intended to allow or invite persons to download or extract the Licensed Material.

2.9 Licensed Material may not be modified, reconfigured or repurposed for use in any mobile-directed web sites or mobile applications that are specifically created for viewing of Licensed Material on mobile devices, without obtaining the prior written consent of The Artist/Rights Holder.

2.10 Unless otherwise authorized by applicable law or specified in the Rights and Restrictions, Licensee may not, directly or indirectly, Reproduce the final product of the licensed use in any secondary Reproductions, such as compilations or screen shots. Such Reproductions require an additional license from The Artist/Rights Holder and may be subject to payment of additional license fees.

2.11 Licensed Material shall not be used contrary to any restriction on use that is provided to Licensee prior to or at the time the Licensed Material is delivered to Licensee. Such restrictions may be included in the Rights and Restrictions or in any other written communication from Artist/Rights Holder. Any such restriction provided to Licensee shall be incorporated into and become part of this Agreement.

2.12 Where Purchaser is licensing Licensed Material on behalf of a Licensee, Purchaser hereby represents and warrants that: (i) Purchaser is authorized to act as an agent on behalf of Licensee and has full power and authority to bind Licensee to this Agreement; and (ii) if Licensee disputes Purchaser's power and authority to act on behalf of Licensee with respect to this Agreement, Purchaser shall be bound and liable for any failure of Licensee to comply with the terms of this Agreement. Nothing in this Section

2.12 shall serve to excuse Purchaser's obligation to make payment to Artist/Rights Holder for the Licensed Material.

3.1 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, The Artist/Rights Holder grants Licensee no right or license, express or implied, to the Licensed Material.

3.2 Trademarks.

In connection with the use of Artsales.com.au or any registered or recognized marks of Artist/Rights Holder or any other these partie's trade names, trademarks, logos or service marks ("Marks"), Licensee acknowledges and agrees that (i) Artsales.com.au and The Artist/Rights Holder's Marks are and shall remain the sole property of Artsales.com.au and Artist/Rights Holder; (ii) nothing in this Agreement shall confer upon Licensee any right of ownership in Artsales.com.au and The Artist/Rights Holder's Marks; and (iii) Licensee shall not now or in the future contest the validity of Artsales.com.au and The Artist/Rights Holder's Marks.

3.3 Photo Credit.

Except as otherwise noted in Section 11, Editorial Licensed Material must include the following credit line adjacent to the Licensed Material: "[Artist's Name]/ Artsales.com.au" or as otherwise notified by Artsales.com.au and Artist/Rights Holder. If Licensee omits the credit, an additional fee in an amount up to one hundred percent (100%) of the original invoiced amount attributable to the Licensed Material may be payable by Licensee, at Artsales.com.au and Artist/Rights Holder's joint discretion. The foregoing fee shall be in addition to any other rights or remedies that Artsales.com.au and The Artist/Rights Holder may have at law or in equity.

3.4 Notice of Violations.

Licensee will immediately notify Artsales.com.au and The Artist/Owner if it becomes aware or suspects that any third party that has gained access to the Licensed Material through Licensee is wrongfully using the Licensed Material, in whole or in part, or is violating any of Artsales.com.au and The Artist/Rights Holder's intellectual property rights, including, but not limited to, Marks and copyrights.

4.1 The Artist/Rights Holder will notify Licensee if it has obtained a model release and/or a property release for Licensed Material, either in the Rights and Restrictions or by written notice to Licensee. The warranty and indemnity set forth in Sections 5.1(iv) and 6.1 below are only provided if and when such written notification is given. If no such notification is given, then no such model or property release has been obtained. Licensee acknowledges that some jurisdictions provide legal protection against a person's image, likeness or property being used for commercial purposes without their consent. Neither Artsales.com.au or The Artist/Rights Holder makes any representations or warranties as to whether any additional fees or payments may be due to any person depicted in Licensed Material pursuant to the requirements of any applicable trade union, and Licensee shall be solely responsible for any such additional fees or payments to such trade union.

4.2 Except where Licensee is specifically notified that a model and/or property release has been obtained by Artsales.com.au or The Artist/Rights Holder, neither Artsales.com.au nor The Artist/Rights Holder nor any Licensor grants any rights or makes any warranties with regard to the use of names, people, trademarks, trade dress, logos, registered, unregistered or copyrighted audio, designs or works of art or architecture depicted in any Licensed Material. Licensee shall be solely responsible for determining whether a release is required in connection with any proposed use of Licensed Material, and Licensee shall be responsible for obtaining any required release. As to any release delivered with any Editorial Licensed Material, neither Artsales.com.au nor The Artist/Rights Holder, nor any Licensor, makes any representation, warranty or guarantee as to its sufficiency with regard to any use of the Licensed Material made by Licensee. Licensee shall obtain all necessary individual, property, team logo, trademark, audio and other releases, approvals and clearances from third parties as may be required for the Licensee's use of the Licensed Material prior to using the Licensed Material.

4.3 If any Licensed Material (other than Editorial Licensed Material) featuring a model or property is used in connection with a subject that would be unflattering or controversial to a reasonable person, Licensee must accompany each such use with a statement that indicates that: (i) the Licensed Material is being used for illustrative purposes only; and (ii) any person depicted in the Licensed Material, if any, is a model.

5.1 The Artist/Rights Holder warrants that: (i) they have all necessary rights and authority to enter into and perform this Agreement; (ii) the Licensed Material will be free from defects in material and workmanship for thirty (30) days from delivery (Licensee's sole and exclusive remedy for a breach of this warranty being the replacement of the Licensed Material); (iii) Licensee's use of the Licensed Material in its original form, and when used in accordance with this Agreement, will not infringe on any copyrights or moral rights of any person or entity; and (iv) if a release is provided by Artsales.com.au or The Artist/Rights Holder pursuant to Section 4.1, Licensee's use of the Licensed Material in its original form, and when used in accordance with this Agreement will not infringe on any trademark or other intellectual property right and will not violate any right of privacy or right of publicity.

5.2 Neither Artsales.com.au nor The Artist/Rights Holder nor any licensor makes any other warranties, express or implied, regarding the licensed material or its delivery systems, including, without limitation, any implied warranties of merchantability or fitness for a particular purpose. Neither Artsales.com.au nor The Artist/Rights Holder images nor any licensor shall be liable to licensee or any other person or entity for any punitive, special, indirect, consequential or incidental damages, or any other damages, costs or losses arising out of this agreement, even if Artsales.com.au or The Artist/Rights Holder have been advised of the possibility of such damages, costs or losses. Some jurisdictions do not permit the exclusion or limitation of implied warranties or liability for certain categories of damages.

6.1 Provided Licensed Material is only used in accordance with this Agreement and Licensee is not otherwise in breach of this Agreement and as Licensee's sole and exclusive remedy for any alleged or actual breach of the representations and warranties set forth in Section 5 above, The Artist/Rights Holder shall defend, indemnify and hold Licensee and its parent, subsidiaries and commonly owned or controlled affiliates and their respective officers, directors and employees harmless from all damages (except punitive damages not directly attributable to acts of Artsales.com.au or The Artist/Rights Holder), liabilities and expenses (including reasonable attorneys' fees and permitted and authorized costs) arising out of or connected with any actual or threatened lawsuit, claim or legal proceeding alleging that Artsales.com.au or The Artist/Rights Holder is in breach of its warranties set forth in Section 5 above. The foregoing states Artsales.com.au and The Artist/Rights Holder's entire indemnification obligation under this Agreement.

6.2 Licensee shall defend, indemnify and hold Artsales.com.au and The Artist/Rights Holder and their respective officers, directors and employees harmless from all damages (except punitive damages not directly attributable to acts of Licensee), 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: (i) Licensee's use of any Licensed Material outside the scope of this Agreement; (ii) any other actual or alleged breach by Licensee of this Agreement; or (iii) Licensee's failure to obtain any required release.

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 of any such claim or litigation. 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 and other costs incurred prior to the other party giving notice of the claim for which indemnity is sought.

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) above, Artsales.com.au nor The Artist/Rights Holder shall 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.

If Licensee or Purchaser requests in writing to cancel this Agreement within thirty (30) days of the date of receipt by Licensee or Purchaser of the Licensed Material, and such Licensed Material has not been used by Licensee, The Artist/Rights Holder may cancel this Agreement and issue a credit to Licensee's or Purchaser's account or credit card in an amount up to one hundred percent (100%) of the license fee minus a composite/layout fee (10%).

If Licensee fails to pay The Artist/Rights Holder's Invoice in full within the time specified in the Invoice, The Artist/Rights Holder may add a service charge of one-and-one-half percent (1.5%) per month, or such lesser amount as is allowed by law, on any unpaid balance until payment is received. Artsales.com.au or The Artist/Rights Holder also reserve the right, in their sole discretion, to revoke the license if payment is not made in full on time.

10.1 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 The Artist/Rights Holder 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 The Artist/Rights Holder's other remedies under this Agreement, The Artist/Rights Holder reserves the right to charge and Licensee agrees to pay a fee equal to up to five (5) times The Artist/Rights Holder's original license fee for the unauthorized use of the Licensed Material.

10.2 Audit/Certificate of Compliance.

Upon reasonable notice, Licensee shall provide sample copies of Reproductions containing Licensed Material to The Artist/Rights Holder. In addition, upon reasonable notice, The Artist/Rights Holder may, at their discretion, either through its own agency or through a third party, audit Licensee's records directly related to this Agreement and use of Licensed Material in order to verify compliance with the terms of this Agreement. Where The Artist/Rights Holder reasonably believes that Licensed Material is being used outside of the scope of the license granted under this Agreement, Licensee shall, at The Artist/Rights Holder's request, provide a certificate of compliance signed by an officer of Licensee, in a form to be approved by The Artist/Rights Holder.

10.3 Electronic Storage.

For all Licensed Material that Licensee takes delivery of in electronic form, Licensee must retain the copyright symbol, the name of Artsales.com.au and The Artist/Rights Holder and the image number or other identification number associated with the Licensed Material as may be included as part of the electronic file containing the Licensed Material that is stored on Licensee's computers. Licensee may not make additional high-resolution copies of the Licensed Material and Licensee shall maintain a robust firewall to safeguard against unauthorized third-party access to the Licensed Material. Notwithstanding the foregoing, Licensee may make one (1) high-resolution backup copy of the Licensed Material for security purposes only. Upon the expiration or earlier termination of this Agreement, Licensee shall promptly delete and remove the Licensed Material from Licensee's premises, computer systems and storage (electronic or physical) and shall ensure that its subcontractors do likewise.

10.4 Withdrawal.

Upon notice from The Artist/Rights Holder, or upon Licensee's knowledge that any Licensed Material is subject to a threatened or actual claim of infringement, violation of another right, or any other claim for which The Artist/Rights Holder may be liable herein, or if The Artist/Rights Holder withdraws any Licensed Material for any good reason, Licensee will physically remove the Licensed Material from its premises, computer systems and storage (electronic or physical) and, if possible, cease any future use at its own expense. The Artist/Rights Holder shall provide Licensee with comparable Licensed Material (which comparability will be determined by Artsales.com.au and The Artist/Rights Holder in its reasonable commercial judgment) free of charge, but subject to the other terms and conditions of this Agreement.

10.5 Governing Law.

This Agreement will be governed in all respects by the laws of the State of Victoria, Australia, 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 Melbourne, Victoria, Australia. The United Nations Convention on Contracts for the International Sale of Goods does not govern this Agreement. Notwithstanding the foregoing, The Artist/Rights Holder 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 The Artist/Rights Holder, such action is necessary or desirable.

10.6 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.

10.7 Waiver.

No action of either party, other than express written waiver, may be construed as a waiver of any provision of this Agreement. A delay on the part of either party 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 either party 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 on any one occasion will not be construed as a bar to or waiver of rights or remedies on any other occasion.

10.8 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 sent by Licensee, the terms of this Agreement shall govern.

11.1 Rights Ready Collections:

For a period of ten (10) years, rights ready Licensed Material identified in the Rights and Restrictions may be Reproduced an unlimited number of times for the end client specified in the Rights and Restrictions and applicable use selected at the time of licensing subject to the limitations described below:

Printed Marketing Material or Product/Packaging

Licensed Material may only be used in brochures or other printed material distributed to a targeted audience for commercial or promotional purposes. Secondary electronic Reproductions, such as PDFs or screen shots, of the final product of this use are permitted.

Web or Electronic or Broadcast (Commercial)

Licensed Material may only be used in web, electronic, film, video or broadcast media intended for commercial or promotional purposes.

Print Ad or Display

Licensed Material may only be used in print advertisements or displays intended for commercial or promotional purposes.

All Commercial Uses

Licensed Material may be used in any manner intended for commercial or promotional purposes, including, without limitation, the uses authorized under "Printed Marketing Material", "Web or Electronic Broadcast (Commercial)" and "Print Ad or Display" above.

Internal Use

Licensed Material may only be used in materials intended for internal company use.

Inside Placement or Back Cover

Licensed Material may only be used on the interior or back cover of a magazine, newspaper, book or other printed material in a manner not intended for commercial or promotional purposes. Licensed Material may only be used for a single issue or edition and all reprints or printed versions of the original use.

Front Cover

Licensed Material may only be used on the front cover of a magazine, newspaper, book or other printed material in a manner not intended for commercial or promotional purposes. Licensed Material may only be used for a single issue or edition and all reprints or printed versions of the original use.

Web or Electronic or Broadcast (Editorial)

Licensed Material may only be used in web, electronic, film, video or broadcast media in a manner not intended for commercial or promotional purposes. Licensed Material may only be used for a single edition, issue or program and all copies or versions of the original use appearing in electronic or broadcast format.