1. Definitions

“Images” means all types of visual content, including without limitation animations and illustrations, and shall include all metadata, keywords, descriptions and captions associated therewith. Any reference to Images includes the whole or the part.

  1. Grant of Rights

Unless stated otherwise in the Invoice, Sundown Studios LLC grants to Licensee a non-exclusive, non-sub-licensable and non-assignable right to reproduce, display, broadcast, or transmit (collectively “use”) the Images identified in the Invoice, solely to the extent the use is explicitly stated in the Agreement. Image(s) licensed for editorial purposes may be cropped for placement purposes, provided that the editorial integrity of the image is not compromised, but shall not, under any circumstances, otherwise be rotated, altered, changed or manipulated, or combined with other Image(s) without Sundown Studios LLC’s prior written permission.

If Licensee is obtaining rights on behalf of a client, it may permit the client to exercise the rights granted, provided the client or any subcontractor or employee agrees to use the Image(s) as limited in the Invoice and agrees to be bound by the terms of the Agreement. Notwithstanding the foregoing, Licensee and client remain jointly and severally liable and responsible for all uses. No ownership or copyright in any Image shall transfer to Licensee by the grant of the license contained in this Agreement or Invoice. All rights not expressly granted to the Licensee are reserved to Sundown Studios LLC.

  1. Restrictions As To Use

Licensee may not use any Image in a manner that is defamatory, pornographic or obscene, whether directly or in context or juxtaposition with specific subject matter.

Licensee may not incorporate the licensed Image in any logo, trademark or service mark.

Licensee may not make the Image(s) available in any medium in a manner intended to allow or invite a third party to download, extract or access the Image(s) as a standalone file.

Licensee may not archive, republish or transmit any Image(s) on any database or to a network, social networking site or bulletin board or otherwise distribute or allow any of the Images to be distributed to or used by anyone other than the authorized users, without prior written consent from Sundown Studios LLC.

Unless otherwise expressly licensed, Image(s) 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 Image(s) on mobile devices.

Licensee may not use the Image(s) contrary to any restriction on use provided to Licensee prior to or at the time the Image is delivered to Licensee. Restrictions may be provided with the Image information located on Sundown Studios LLC’ swebsite or otherwise communicated. 2


Licensee may not use any of the Images in any manner prohibited by any export laws, restrictions or regulations.

  1. Editorial Credit

If any Image is used in an editorial manner, the credit line, “Sundown Studios LLC.com”, must appear adjacent to the Image or as otherwise indicated by Sundown Studios LLC. If the Image(s) consist of audiovisual material, credit shall be provided, in equal size and comparable placement to credit(s) accorded to licensors of other similar content, substantially in the form “animation created by Sundown Studios LLC”.

If Licensee omits the credit, an additional fee equal to two (2) times the original amount invoiced shall be payable by Licensee at Sundown Studios LLC’s discretion. The foregoing fee shall be in addition to any other rights or remedies that Sundown Studios LLC may have at law or in equity. It is understood that Images used for advertising purposes do not require credit.

  1. Termination and Revocation

Sundown Studios LLC reserves the right to automatically terminate or revoke the license contained in this Agreement and invoice without notice if Licensee or its client fails to comply with any provision of this Agreement. Upon termination, Licensee and its client must immediately stop using the Image(s), delete the Image(s) and all copies from all magnetic media and destroy all other copies. Sundown Studios LLC reserves the right to discontinue the use of any Image(s) for any reason and elect to replace the Image(s) with an alternate Image(s). Upon notice of any discontinuance of the use of a particular Image, Licensee, its employer and its client, if applicable, agree not to use the Image(s) in the future.

  1. Electronic Storage

For all Image(s) that Licensee takes delivery of in electronic form, Licensee must retain the copyright symbol, the name of Sundown Studios LL Cand the image number, all metadata or other identification number associated with the Image(s) that may be included as part of the electronic file. Licensee will take all reasonable measures to safeguard against unauthorized third-party access to the Image(s). Licensee may make one (1) high-resolution backup copy of the Image(s) for security reasons only. Upon the expiration or earlier termination of this Agreement, Licensee shall promptly delete the Image(s) from its computer or other electronic storage systems and shall ensure that any client authorized to use the Images deletes the Image(s) as well.

  1. Payment Terms and Cancellation Policy

Payment is made by the Licensee at the time of purchase.

Cancellation Policy: Rights are being reserved for Licensee when an Invoice is created. If Licensee does not use the Invoiced Image(s), it must notify Sundown Studios LLC within seven (7) days from receipt of Invoice. If Licensee fails to do so, it is responsible for full payment of the Invoice.

  1. Warranty and Disclaimers

Sundown Studios LLC warrants that: (i) it has all necessary rights and authority to enter into and perform this Agreement; and (ii) the Image(s) will be free from defects in material and workmanship 3


for 30 days from delivery (Licensee’s sole and exclusive remedy for a breach of this warranty being the replacement of the Image(s)).

General Disclaimers and Limitation of Liability

Sundown Studios LLC makes no other warranties, express or implied, regarding the images, including, without limitation, any implied warranties of merchantability or fitness for a particular purpose. Sundown Studios LLC 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 images or otherwise, even if Sundown Studios LL Chas been advised of the possibility of such damages, costs or losses.

Sundown Studios LLC’s maximum liability arising out of or in connection with licensee’s use of or inability to use the images (whether in contract, tort or otherwise) shall, to the extent permitted by law, be limited to the value of the license paid by the licensee for the image(s).

The representations and warranties made by Sundown Studios LLC in this agreement apply only to the image(s) as delivered by Sundown Studios LLC and will be invalid if the image(s) is used by licensee in any manner not specifically authorized in this agreement or if licensee is otherwise in breach of this agreement.

All images are for illustrative purposes only. Sundown Studios LLC does not warrant the correctness or reliability of any images for medical, scientific, or other purposes. No reliance should be placed on any images as a substitute for professional medical, scientific, or other expert advice.

  1. Indemnity

Licensor Indemnity. Provided Licensee is not otherwise in breach of this Agreement and subject to Section 10, as Licensee’s sole and exclusive remedy for any breach of the representations and warranties above, Licensor shall defend, indemnify and hold harmless Licensee and its parent, subsidiaries and commonly owned or controlled affiliates and their respective officers, directors and employees from all damages, liabilities and expenses (including reasonable outside attorney fees), arising out of or connected with any actual lawsuit or legal proceeding alleging that Sundown Studios LLC is in breach of its warranties set forth above. No other indemnification is offered by Licensor under the Agreement.

Licensee Indemnity. If Licensee’s use of the Image(s) is not authorized by this Agreement, Licensee shall defend, indemnify and hold Sundown Studios LLC and its officers, directors and employees harmless from all damages, liabilities and expenses (including reasonable attorneys’ fees and costs), arising out of or connected with any actual or threatened lawsuit, claim or legal proceeding relating to the use of such Image(s) by Licensee, to the extent that such claim relates to the absence of a release or the Licensee’s unauthorized use of the Image(s).

  1. Unauthorized Use/Retroactive License Fee:

Any use of Image(s) in a manner not expressly authorized by this Agreement or in breach of a term of this Agreement constitutes copyright infringement, entitling Sundown Studios LLC 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 Sundown Studios LLC’s other remedies 4


under this Agreement, Sundown Studios LLC reserves the right to charge and Licensee agrees to pay a fee equal to five (5) times Sundown Studios LLC’s normal license fee for use of the Image(s).

  1. Miscellaneous

Notification of Misuse. Licensee will immediately notify Sundown Studios LLC if it becomes aware or suspects that any third party that has gained access to the Licensed Material through Licensee is wrongfully using the Image(s), in whole or in part, or is violating any of Sundown Studios LLC’s intellectual property rights, including, but not limited to, trademarks and copyrights.

Audit and Compliance. Upon reasonable notice, Licensee shall provide sample copies of Images as used by Licensee.

Jurisdiction and Attorney’s Fee. Jurisdiction: Courts of United States of America, United States of America. Law: The relevant United States of America law. If Sundown Studios LLC is caused to present claims or suit as a result of any breach of the above terms set forth, it shall be made whole for such reasonable legal fees or costs by Licensee.

No Assignment. This agreement is not assignable or transferable on the part of Licensee.

No waiver: No action of Sundown Studios LLC, other than express written waiver, may be construed as a waiver of any provision of this Agreement. A delay on the part of Sundown Studios LLC in the exercise of its rights or remedies will not operate as a waiver of such rights or remedies. A waiver of a right or remedy on any one occasion will not be construed as a bar to or waiver of those rights or remedies on any other occasion.

Entire Agreement: This Agreement and the Invoice contains all the terms of the agreement between Sundown Studios LLC and Licensee and no term or conditions may be added or deleted unless made in writing and signed by both parties. In the event of any inconsistency between the terms contained herein and the terms contained on any purchase order or other writing sent by Licensee, the terms of this Agreement shall govern.

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