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Bicycle Images. licences images in one of four ways:

1. A Social Network licence can be used for non-commercial electronic display of a watermarked image using our code that links back to Bicycle Images. . See our Bicycle Images. Social Networking Agreement for details of this Agreement.

2. A Preview licence can be used for non-commercial image-evaluation purposes. An example is the use of an image on a mock-up to be sent to a client for approval. See our Bicycle Images. Preview Licence Agreement for details of this Agreement.

3. An Editorial licence can be used for the use of images relating to events that are newsworthy or of public interest. See our Bicycle Images. Editorial Licence Agreement for details of this Agreement.

4. A commercial use licence can be used for commercial, promotional, endorsement, advertising or merchandising use, for example, commercial media and advertising campaigns. See our See our Bicycle Images. Commercial Licence Agreement for details of this Agreement..

Bicycle Images. Licence to use:

Bicycle Images. Social Network Licence Agreement

THIS IS A LEGAL AGREEMENT BETWEEN YOU ("LICENCEE") AND A SUBSIDIARY OF Bicycle Images. . ("Bicycle Images. "). THIS AGREEMENT APPLIES TO LICENCES ISSUED VIA THE WEB AND VIA LOCAL SALES REPRESENTATIVES, AND IS APPLICABLE TO ONLINE, DIGITAL AND ANALOGUE (PHYSICAL) DELIVERY OF LICENCED MATERIAL (THE "AGREEMENT").

1. Grant of Licence. Bicycle Images. grants to you, for a period of one (1) year, a non-exclusive, non-sublicensable, non-transferable and non-assignable right to LINK to the image and/or film preview file you have selected and any derivatives or copies (collectively, the "Licenced Material") from Your website, blog, forum or social network site to the image stored on Our server.The Licenced Material may only be used in materials for personal, noncommercial use and must be an image that is watermarked by Bicycle Images. .

2. Restrictions.

2.1 The Licenced Material may not be distributed, subLicenced or made available for use or distribution separately or individually and no rights may be granted to the Licenced Material.

2.2 Except as specifically provided in this Agreement, the Licenced Material may not be shared or copied for example by including it in a disc library, image storage jukebox, network configuration or other similar arrangement. Use which would be defamatory, pornographic or otherwise unlawful is prohibited. If Licenced Material featuring a person is used (i) in a manner that implies endorsement, use of or a connection to a product or service by that model; or (ii) in connection with a potentially unflattering or controversial subject, you must print a statement that indicates that the person is a model and is used for illustrative purposes only.

3. The link to the Licenced Material must be using the code that We provide to You and include a link back to Bicycle Images. wherever this is technically possible.

5. Additional Rights Available. If you are unsure of your usage rights under this Agreement or wish to use the Licenced Material in a manner not permitted by this Agreement (for example: online or as part of an advertisement or product), please contact Bicycle Images. .

6. Warranty. Bicycle Images. warrants the digital copy of the Licenced Material in the form downloaded by you to be free from defects in material and workmanship for 30 days from delivery. The sole and exclusive remedy for a breach of the foregoing warranty is the replacement of the digital copy of the Licenced Material. Bicycle Images. MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Some jurisdictions do not permit the exclusion of implied warranties, and you may have other rights which may vary from state to state and jurisdiction to jurisdiction. NEITHER Bicycle Images. NOR ANY OF ITS IMAGE PARTNERS SHALL BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY GENERAL, SPECIAL, DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR OTHER DAMAGES ARISING OUT OF THIS LICENCE OR OTHERWISE.

7. General. All rights to the Licenced Material are owned by Bicycle Images. and/or its image partners and are protected by English copyright laws, international treaty provisions and other applicable laws. Bicycle Images. and its image partners retain all rights not expressly granted by this Agreement. The Licence contained in this Agreement will terminate automatically without notice from Bicycle Images. upon expiry of the 30-day comp Licence period or, if sooner, upon you failing to comply with any provision of this Agreement. Upon termination, you must immediately stop using the Licenced Material and either destroy any digital Licenced Material or return the Licenced Material and all copies to Bicycle Images. .

Bicycle Images. Preview Licence Agreement

1. Grant of Licence. Bicycle Images. grants to you, for a period of thirty (30) days, a non-exclusive, non-sublicensable, non-transferable and non-assignable right to use the image and/or film preview file you have selected and any derivatives or copies (collectively, the "Licenced Material"), on your personal computer and, in the case of film, in any test, sample, comp or rough cut evaluation materials. The Licenced Material may only be used in materials for personal, noncommercial use and test or sample use, including comps and layouts.

2. Restrictions.

2.1 The Licenced Material may not be used in any final materials distributed inside of your company or any materials distributed outside of your company or to the public, including, but not limited to, advertising and marketing materials or in any online or other electronic distribution system (except that you may transmit comps digitally or electronically to your clients for their review) and may not be distributed, subLicenced or made available for use or distribution separately or individually and no rights may be granted to the Licenced Material.

2.2 One copy of the Licenced Material may be made for backup purposes only but may only be used if the original Licenced Material becomes defective, destroyed or otherwise irretrievably lost. Except as specifically provided in this Agreement, the Licenced Material may not be shared or copied for example by including it in a disc library, image storage jukebox, network configuration or other similar arrangement. Use which would be defamatory, pornographic or otherwise unlawful is prohibited. If Licenced Material featuring a person is used (i) in a manner that implies endorsement, use of or a connection to a product or service by that model; or (ii) in connection with a potentially unflattering or controversial subject, you must print a statement that indicates that the person is a model and is used for illustrative purposes only.

3. Rights-Managed Still Fee. For rights-managed still Licenced Material only, if at the end of 30 days you have not Licenced the Licenced Material for end use in a final project, you will be invoiced a comp service fee in the amount of one hundred pounds (£100) GBP or such other local currency amount as Bicycle Images. may apply from time to time. If, at any time within the 30-day comp Licence period, you Licence such rights-managed still Licenced Material for end use in a final project and do not subsequently cancel the Licence, the comp service fee will not be charged. Payment of the comp service fee relates solely to comping use during the 30-day comp Licence period and does not entitle you to make any additional use of the Licenced Material either before or after expiry of the 30 days.

4. Film Access Fee. Upon download of any film Licenced Material, you will be invoiced a non-refundable access service fee of one hundred pounds (£100) GBP or such other local currency amount as Bicycle Images. may apply from time to time.

Editorial Image Licence Agreement

THIS IS A LEGAL AGREEMENT (THE "AGREEMENT") BETWEEN LICENCEE, PURCHASER (IF ANY) AND Bicycle Images. .BY ORDERING A LICENCE, LICENCEE AND, IF APPLICABLE, PURCHASER, IS CONFIRMING THAT IT HAS CAPACITY TO FORM A CONTRACT.

1. Definitions. In this Agreement the following definitions apply:

1.1 "Editorial Licenced Material" means Licenced Material relating to events that are newsworthy or of public interest.

1.2 "Invoice" means the computer-generated or pre-printed standard form invoice provided by Bicycle Images. . The Invoice shall be incorporated into this Agreement and all references to the Agreement shall include the Invoice.

1.3 "Licenced Material" means any still image, film or video footage, audio product, visual representation generated optically, electronically, digitally or by any other means, including any negatives, transparencies, film imprints, prints, original digital files, or any other product protected by copyright, trademark, patent or other intellectual property rights, which is licenced to Licencee by Bicycle Images. under the terms of this Agreement. Any reference in this Agreement to the Licenced Material shall be to each individual item within the Licenced Material and also to the Licenced Material as a whole.

1.4 "Licencee" means the entity purchasing a licence hereunder or, if there is a separate Purchaser, the entity specifically designated as Licencee during the purchase process and set forth as such in the Invoice.

1.5 "Licencee Work" means an end product or service that has been created by or on behalf of Licencee using independent skill and effort and that incorporates a Reproduction of the Licenced Material as well as other material.

1.6 "Purchaser" means an entity purchasing the licence hereunder on behalf of a third-party Licencee.

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

1.8 "Rights and Restrictions" means the information available to Licencee at the time of Licenced Material selection, either: (i) accompanying the Licenced Material on the Bicycle Images. website (including all areas of the purchase process); (ii) in a written quote issued by {COMPANY_NAME], and as might also be reflected in the Invoice. Such restrictions may include, without limitation, the permitted scope of use, duration of Licence, any territory or other use restrictions applicable to the Licenced Material selected, and the corresponding price for the Licence of such Licenced Material ("Licence Fee"). The Rights and Restrictions shall be incorporated into this Agreement and all references to the Agreement shall include the Rights and Restrictions.

2. Grant of Rights & Restrictions. Subject to the terms of this Agreement:

2.1 Bicycle Images. grants to Licencee a non-exclusive, non-sublicensable and non-assignable right to use and Reproduce the Licenced Material identified in the Invoice, solely to the extent explicitly stated in this Agreement. This right may be exercised by subcontractors of Licencee (including Purchaser) for preparation of the Licencee Work, provided that such subcontractors agree to abide by the terms of this Agreement.

2.2 Use of the Licenced Material is strictly limited to the use, medium, period of time, print run, placement, size of Licenced Material, territory and any other restrictions specified in the Rights and Restrictions. Licencee may utilize the Licenced Material in any production process as may be necessary for the intended use specified in the Rights and Restrictions, including as set forth in Section 2.1 above. Licencee may Licence and/or transfer ownership of any Licencee Work (but not any Licenced Material contained therein) as part of any distribution process as may be necessary or appropriate 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 Licence agreement, Editorial Licenced Material may not be used for any commercial, promotional, endorsement, advertising or merchandising use. For clarification, in this Agreement use of Licenced Material in an "editorial" manner means use relating to events that are newsworthy or of public interest.

2.4 Editorial Licenced Material may be cropped, provided that the editorial integrity of the Licenced Material is not compromised, but shall not, under any circumstances, otherwise be rotated, altered, changed or tampered with, either manually or electronically, without Bicycle Images. ’s prior written permission.

2.5 While efforts have been made to correctly caption the subject matter of, and to provide other information (including metadata) related to, the Licenced Material, Bicycle Images. makes no warranties as to the accuracy of such information.

2.6 Pornographic, defamatory or otherwise unlawful use of Licenced Material is strictly prohibited, whether directly or in context or juxtaposition with other material or subject matter. Licencee shall also comply with any applicable regulations and/or industry codes.

2.7 Licenced Material shall not be incorporated into a logo, corporate ID, trademark or service mark, without obtaining the prior written consent of Bicycle Images. .

2.8 Licencee may not make the Licenced Material available in any medium in a manner intended to allow or invite a third party to download, extract or access the Licenced Material as a standalone file, such as for a screensaver.

2.9 Editorial Licenced 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 Licenced Material and/or the Licencee Work on mobile devices, without obtaining the prior written consent of Bicycle Images. , which consent might require payment of an additional Licence Fee. For clarification, this restriction on mobile use is not breached insofar as Licenced Material that is Licenced for website use may also be capable of being viewed via mobile devices in a "pull" (as opposed to "push") fashion, provided it is not so specifically modified, reconfigured or repurposed for this purpose.

2.10 Unless otherwise specified in the Rights and Restrictions, Licencee may not, directly or indirectly, Reproduce the Licencee Work in any secondary Reproductions, such as compilations, screen shots, in-context promotions or on file-sharing or social networking websites such as YouTube, Facebook, MySpace, Bebo, etc.

2.11 Licenced Material shall not be used contrary to the Rights and Restrictions.

2.12 Where Purchaser is licensing Licenced Material on behalf of a Licencee, Purchaser hereby represents and warrants that: (i) Purchaser is authorized to act as an agent on behalf of Licencee and has full power and authority to bind Licencee to this Agreement; and (ii) if Licencee subsequently disputes such power or authority, Purchaser shall be bound and liable for any failure of Licencee to comply with the terms of this Agreement. Nothing in this Section 2.12 shall serve to excuse Purchaser's obligation to make payment of the Licence Fee.

2.13 Licencee may not falsely represent, expressly or impliedly, that Licencee is the original creator of a visual work that derives a substantial part of its artistic components from the Licenced Material.

2.14 If the Rights and Restrictions include website use, Licencee shall post terms and conditions on its permitted websites that include restrictions on downloading the Licenced Material for other than personal use, and prohibit republication, retransmission, reproduction or other use of the Licenced Material.

3. Credit and Intellectual Property.

3.1 Copyright. No ownership or copyright in any Licenced Material shall pass to Licencee by the issuance of the Licence contained in this Agreement. Except as expressly stated in this Agreement, Bicycle Images. grants Licencee no right or Licence, express or implied, to the Licenced Material.

3.2 Trademarks. In connection with the use of "Bicycle Images. " or any other of Bicycle Images. ’s or its partners' trade names, trademarks, logos or service marks, including the names of all Licenced Material collections ("Marks"), Licencee acknowledges and agrees that (i) such Marks are and shall remain the sole property of Bicycle Images. or its partners; (ii) except as expressly required in order to satisfy credit obligations under this Agreement, nothing shall confer upon Licencee any right of use in or to the Marks; and (iii) Licencee shall not now or in the future contest the validity of the Marks.

3.3 Photo Credit. Except as otherwise noted in Section 10, all Licenced Material used in an editorial context must include the following credit line adjacent to the Licenced Material: "[Photographer's Name]/[Collection Name]/Bicycle Images. ". If Licencee omits the credit, an additional fee in an amount up to one hundred percent (100%) of the Licence Fee may be payable by Licencee, at Bicycle Images. ’s sole discretion. The foregoing fee shall be in addition to any other rights or remedies that Bicycle Images. may have at law or in equity.

3.4 Audio/Visual Production Credit. If Licenced Material is used in an audio/visual production in either an editorial context or a non-editorial context but where a credit is customarily provided, credit shall be accorded, where technically feasible, in equal size and comparable placement to credit(s) accorded to licensors of other Licenced material, substantially in the form "[Footage] [Imagery] supplied by [Collection Name]/ Bicycle Images. ".

3.5 Notice of Violations. Licencee will immediately notify Bicycle Images. if it becomes aware or suspects that any third party that has gained access to the Licenced Material through Licencee is wrongfully using the Licenced Material, in whole or in part, or is violating any of {COMPANY_NAME]’s intellectual property rights, including, but not limited to, Marks and copyrights.

4. Releases.

4.1 Bicycle Images. will notify Licencee in the Rights and Restrictions if it has obtained a model release and/or a property release for Licenced Material. 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. No releases are generally obtained for Editorial Licenced Material. Licencee acknowledges that some jurisdictions provide legal protection against a person's image, likeness or property being used for commercial purposes when they have not provided a release. Irrespective of whether a model release has been obtained, Licencee shall be responsible for payment of any amounts that may be due under, and compliance with any other terms of, any applicable collective bargaining agreement(s) (such as Screen Actors Guild in the US) as a result of Licencee's use of the Licenced Material.

4.2 Except where Licencee is specifically notified that a model and/or property release has been obtained, Bicycle Images. does not grant any right nor make any warranty 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 Licenced Material. Licencee shall be solely responsible for determining whether release(s) is/are required in connection with any proposed use of Licenced Material, and Licencee shall be responsible for obtaining such release(s).

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

5. Warranty and Limitation of Liability.

5.1 Bicycle Images. warrants that: (i) the Licenced Material will be free from defects in material and workmanship for thirty (30) days from delivery (Licencee's sole and exclusive remedy for a breach of this warranty being the replacement of the Licenced Material); (ii) it has all necessary rights and authority to enter into and perform this Agreement; (iii) Licencee's use of the Licenced Material in accordance with this Agreement and in the form delivered by Bicycle Images. (i.e., excluding any modifications, overlays or re-focusing by Licencee) will not infringe on any copyrights or moral rights of any person or entity; and (iv) if a release is provided by Bicycle Images. pursuant to Section 4.1, Licencee's use of the Licenced Material in the form delivered by Bicycle Images and in accordance with this Agreement will not, where a property release is provided, infringe on any trademark or other intellectual property right and/or will not, where a model release is provided, violate any right of privacy or right of publicity.

5.2 Bicycle Images. DOES NOT MAKE ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE LICENCED MATERIAL OR ITS DELIVERY SYSTEMS, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. BICYCLE IMAGES SHALL NOT BE LIABLE TO LICENCEE OR ANY OTHER PERSON OR ENTITY FOR ANY PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR OTHER SIMILAR DAMAGES, COSTS OR LOSSES ARISING OUT OF THIS AGREEMENT, EVEN IF Bicycle Images. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES. NO ACTION, REGARDLESS OF FORM OR NATURE, ARISING OUT OF THIS AGREEMENT MAY BE BROUGHT BY OR ON BEHALF OF LICENCEE OR PURCHASER MORE THAN TWO (2) YEARS AFTER THE CAUSE OF ACTION FIRST AROSE. SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES OR LIABILITY FOR CERTAIN CATEGORIES OF DAMAGES.

6. Indemnification.

6.1 Provided Licenced Material is only used in accordance with this Agreement and Licencee is not otherwise in breach of this Agreement and as Licencee's sole and exclusive remedy for any breach of the representations and warranties set forth in Section 5.1(ii)-(iv) above, Bicycle Images. shall, subject to the terms of Section 5.2 above and Section 6.3 below, defend, indemnify and hold harmless Licencee 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 Bicycle Images. is in breach of its warranties set forth in Section 5.1(ii)-(iv) above. The foregoing states Bicycle Images. ’s entire indemnification obligation under this Agreement.

6.2 Licencee shall, subject to the terms of Section 6.3 below, defend, indemnify and hold harmless Bicycle Images. 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 Legal fees), arising out of or as a result of claims by third parties relating to: (i) Licencee's use of any Licenced Material outside the scope of this Agreement; (ii) any other actual or alleged breach by Licencee of this Agreement; or (iii) Licencee'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 as may be reasonably requested by indemnifying party. Indemnified party shall have the right to participate in such litigation, at its expense, through counsel selected by indemnified party. 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 and Bicycle Images. shall not be liable for any losses arising from Licencee's failure to discontinue use pursuant to Section 11.4 below.

7. Condition of Licenced Material. Licencee should examine all Licenced Material for possible defects (whether digital or otherwise) before sending any Licenced Material for Reproduction. Without prejudice to Section 5.1(i) above, Bicycle Images. shall not be liable for any loss or damage suffered by Licencee or any third party, whether directly or indirectly, arising from any alleged or actual defect in any Licenced Material or its caption or in any way from its Reproduction.

8. Licence Cancellation Fee. No credits are available for any cancellation request for Licenced Material.

9. Interest on Overdue Invoices. If Licencee fails to pay Bicycle Images. ’s Invoice in full within the time specified in the Invoice, Bicycle Images. 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.

10. Collection Specific Terms & Conditions.

10.1 Rights-Ready Footage Collections. Rights-ready footage Licenced Material identified in the Rights and Restrictions may be Reproduced for the project and end client specified in the Rights and Restrictions and applicable use selected at the time of licensing.

10.2 Archive Licenced Material of historical vintage often employs older photo techniques. Some of this Licenced Material contains "artefacts" or other flaws inherent in prints of the particular vintage and are not defects. If any use of Archive Licenced Material gives rise to publication rights (as defined in The Copyright and Related Rights Regulation or to any similar rights in any other country), those rights shall belong exclusively to Bicycle Images. . Licencee shall do all such things and shall procure rights from any third parties in whom such rights may otherwise vest (including executing assignments) as are required to vest ownership of all such rights exclusively in Bicycle Images. .

11.Miscellaneous Terms.

11.1 Unauthorized Use and Termination. Any use of Licenced Material in a manner not expressly authorized by this Agreement constitutes copyright infringement, entitling Bicycle Images. to exercise all rights and remedies available to it under copyright laws around the world. Licencee 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 Bicycle Images. ’s other remedies under this Agreement, Bicycle Images. reserves the right to charge and Licencee agrees to pay a fee equal to up to five (5) times Bicycle Images. ’s standard Licence fee for the unauthorized use of the Licenced Material. Bicycle Images. reserves the right to terminate this Agreement in the event Licencee: (i) enters the Agreement after having received notice of unauthorized use from Bicycle Images. relating to the Licenced Material; (ii) provides inaccurate information regarding its proposed use of the Licenced Material at the time of entering the Agreement; (iii) fails to pay the Licence Fee on the due date; or (iv) otherwise breaches the terms of this Agreement. Upon termination, Licencee must immediately (I) stop using the Licenced Material; and (II) destroy or, upon the request of Bicycle Images. , return to Bicycle Images. the Licenced Material and, in the case of termination by Bicycle Images. for cause, the Licencee Work in the possession or control of Licencee.

11.2 Audit/Certificate of Compliance. Upon reasonable notice, Licencee shall provide sample copies of Reproductions containing Licenced Material to Bicycle Images. . In addition, upon reasonable notice, Bicycle Images. may, at its discretion, either through its own employees or through a third party, audit Licencee's records directly related to this Agreement and use of Licenced Material in order to verify compliance with the terms of this Agreement. If any such audit reveals an underpayment by Licencee to Bicycle Images. of five percent (5%) or more of the amount Licencee should have paid for the time period that is the subject of the audit, in addition to paying Bicycle Images. the amount of such underpayment, Licencee shall also reimburse Bicycle Images. for the costs of conducting such audit. Where Bicycle Images. reasonably believes that Licenced Material is being used outside of the scope of the Licence granted under this Agreement, Licencee shall, at Bicycle Images. 's request, provide a certificate of compliance signed by an officer of Licencee, in a form to be approved by Bicycle Images. .

11.3 Electronic Storage. For all Licenced Material that Licencee takes delivery of in electronic form, Licencee must retain the copyright symbol, the name of Bicycle Images. , the Licenced Material's identification number and any other information as may be embedded in the electronic file containing the original Licenced Material. Licencee may not make additional high-resolution copies of the Licenced Material and Licencee shall maintain a robust firewall to safeguard against unauthorized third-party access to the Licenced Material. Notwithstanding the foregoing, Licencee may make one (1) high-resolution backup copy of the Licenced Material for security purposes only.

11.4 Withdrawal. Upon notice from Bicycle Images. , or upon Licencee's knowledge, that any Licenced Material is subject to a threatened, potential or actual claim of infringement of another's right for which Bicycle Images. may be liable, Licencee must immediately and at its own expense: (i) stop using the Licenced Material; (ii) delete or remove the Licenced Material from its premises, computer systems and storage (electronic or physical); and (iii) ensure that its clients do likewise. Bicycle Images. shall provide Licencee with comparable Licenced Material (which comparability will be determined by Bicycle Images. in its reasonable commercial judgment) free of charge, but subject to the other terms and conditions of this Agreement.

11.5 Governing Law. 12.7 This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by, and shall be construed in accordance with, the laws of England and Wales. The parties hereto hereby consent to the exclusive jurisdiction of the High Court of England sitting in London, England, with respect to any dispute, controversy or claim arising out of or in connection with this Agreement, or the breach, termination or validity thereof (including any dispute relating to any non-contractual obligations arising out of or in connection with this Agreement). The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement or its subject matter. Notwithstanding the foregoing, Bicycle Images. 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 Licencee in the event that, in the opinion of Bicycle Images. , such action is necessary or desirable.

11.6 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.

11.7 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.

11.8 Entire Agreement. This Agreement is intended for business customers of Bicycle Images. and contains all the terms of the Licence agreement. No terms or conditions may be added or deleted unless made in writing and either signed by an authorized representative of both parties or issued electronically by Bicycle Images. and signed by an authorized representative of Licencee. In the event of any inconsistency between the terms contained herein and the terms contained on any purchase order sent by Licencee, the terms of this Agreement shall govern.

11.9 Taxes. All Licence Fees are exclusive of any applicable sales, use, withholding or other transactional taxes, which are the sole responsibility of Licencee or Purchaser (if any).

Commercial Image Rights-Managed Licence Agreement