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Digital Picture Collection Licensing

This section contains the license agreements for The NYPL Digital Picture Collection images. Contact the Digital Picture Collection to find out more about how to license our images for publication or to purchase/download images images on CD. For information about your privacy while using this website, please read our Privacy Statement »

Licensing Overview

The following is a brief overview of the two kinds of license agreements we offer:

Comping File License Agreement
The Comping License governs the free comping files that you download from our website and the images contained in resource book comping discs. You can use comping files to take a closer look at a particular image or to create materials for proofing presentations to clients. Comping files are not licensed for use in final projects, whether for internal or external use.
Rights-Managed File License Agreement
The The NYPL Digital Picture Collection License Agreement governs usage of the images you purchase/download from The NYPL Digital Picture Collection. Rights-managed images are licensed by calculating several factors, including size, placement, duration of use and geographic distribution of the image(s). Royalty-free images can be used for multiple projects across a broad range of media over an unlimited period of time, but also require that you agree to the terms of the License Agreement. (Pornographic, defamatory, libelous or otherwise unlawful use of any image is prohibited.) Here are some examples of image uses for which you may need an image license:
- Website, online and multimedia designs
- Advertising and promotional campaigns, presentations and brochures
- Book jackets and interior pages
- Packaging for software, music albums, CDs, cassettes and videotapes
- Calendars, greeting cards and posters
- Trade show displays, billboards and exhibits
- Products for resale in any quantity

For all uses The NYPL Digital Picture Collection requests that a credit appear either adjacent to the image(s) or on an obvious credits page or screen.

Images are not licensed for use in a downloadable or FTP format.

Pornographic use, use which would be defamatory or libelous absent the consent of the model or use which is otherwise unlawful is prohibited. If an Image featuring a person is used in a manner that implies endorsement, use of, or a connection to a product or service by that model, or a potentially unflattering or controversial subject, you must print a statement which indicates that the person is a model and is used for illustrative purposes only.

The NYPL Digital Picture Collection offers a comprehensive licensing program. If you have questions regarding licensing, please contact The NYPL Digital Picture Collection.

Terms And Conditions Of Use (Comps)

THIS IS A LEGAL AGREEMENT BETWEEN YOU AND THE NEW YORK PUBLIC LIBRARY DIGITAL PICTURE COLLECTION (HEREINAFTER REFERRED TO AS "LICENSOR(S)"). READ THIS AGREEMENT IN ITS ENTIRETY BEFORE YOU DOWNLOAD ANY IMAGE. BY DOWNLOADING ANY IMAGE FROM THIS WEBSITE YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT AND THE IMAGE USAGE SPECIFICATIONS LISTED BELOW. IF YOU DO NOT AGREE, CLICK ON YOUR BROWSER'S BACK BUTTON. BY DOING SO YOU WILL DECLINE THIS AGREEMENT AND WILL NOT BE GRANTED A LICENSE TO THE IMAGE(S).

Grant Of License

Licensor(s) grants to you and your employer, if you are licensing on behalf of your employer, a non-exclusive, non-sublicensable right to use the image(s) you have selected and any derivatives or copies (collectively, the "Image"), on your personal computer. The Image may not be shared by creating a disc library, image storage jukebox, network configuration or similar arrangement.

The Image may be used in materials for PERSONAL, NONCOMMERCIAL use and TEST or SAMPLE use, including COMPS and LAYOUTS. The Image 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, sublicensed or made available for use or distribution separately or individually and no rights may be granted to the Image.

One copy of the Image may be made for backup purposes only but may only be used if the original Image becomes defective, destroyed or otherwise irretrievably lost. Except as specifically provided in this agreement, the Image may not be shared or copied. Pornographic use, use which would be defamatory or libelous absent the consent of the model or use which is otherwise unlawful is prohibited. If an Image featuring a person is used in a manner that implies endorsement, use of, or a connection to a product or service by that model, or a potentially unflattering or controversial subject, you must print a statement which indicates that the person is a model and is used for illustrative purposes only.

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

Warranty

Licensor(s) warrants the digital copy of the Image in the form downloaded by you to be free from defects in material and workmanship for 90 days from delivery. The sole and exclusive remedy for a breach of the foregoing warranty is the replacement of the digital copy of the Image. LICENSOR(S) MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Some states do not permit the exclusion of implied warranties, and you may have other rights which may vary from state to state. NEITHER LICENSOR(S) NOR ITS LICENSORS 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 LICENSE OR OTHERWISE.

General

You may not decompile, reverse engineer, disassemble, or otherwise reduce to human-readable form any software. All rights to the Image are owned by Licensor(s) and/or its licensors and are protected by United States copyright laws, international treaty provisions and other applicable laws. Licensor(s) and its licensors retain all rights not expressly granted by this agreement. The Image is licensed only to you or your employer, if you are licensing on behalf of your employer. However, this agreement and the license to use the Image may be transferred to another person or legal entity if the following conditions are met: you or your employer, if you are licensing on behalf of your employer (i) transfer the Image without keeping or storing any copy, (ii) do not to utilize the Image in the future in any manner, (iii) transfer this physical agreement to the transferee; and (iv) the transferee agrees to be bound by the terms hereof.

The license contained in this agreement will terminate automatically without notice from Licensor(s) if you or your employer fail to comply with any provision of this agreement. Upon termination, you and your employer must immediately (i) stop using the Image, (ii) return the Image and all copies of it to Licensor(s), and (iii) delete the Image and all copies from all magnetic media and destroy all other copies, or upon request of Licensor(s), return all such copies to Licensor(s).

Use of the Image must be in compliance with all applicable law, including, but not limited to, laws and regulations relating to currency and the law of moral rights. Licensor(s) reserves the right to discontinue the use of any Image for any reason and elect to replace the Image with an alternate Image. Upon notice of any discontinuance of a license for a particular Image, you, your employer and your client, if applicable, agree not to use the Image in the future.

Terms And Conditions Of Use (Rights-Managed)

THIS IS A LEGAL AGREEMENT BETWEEN YOU AND THE NEW YORK PUBLIC LIBRARY DIGITAL PICTURE COLLECTION (HEREINAFTER REFERRED TO AS "LICENSOR(S)"). BY BREAKING THE CD-ROM SEAL OR DOWNLOADING ANY MEDIA AND/OR SOFTWARE FROM OUR WEBSITE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE, PROMPTLY RETURN THE CD-ROM AND ALL ACCOMPANYING MATERIALS IN THE ORIGINAL CARTON FOR A FULL REFUND OR CLICK ON YOUR BROWSER'S BACK BUTTON ON THE WEBSITE TO DECLINE THIS AGREEMENT.

IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF YOUR EMPLOYER, THE LICENSE GRANTED AND RESTRICTIONS AND LIMITATIONS RECITED HEREIN APPLY TO YOUR EMPLOYER AS WELL AS TO YOU AS A REPRESENTATIVE OF YOUR EMPLOYER. SHOULD YOU CEASE WORKING FOR YOUR EMPLOYER, YOUR EMPLOYER MAY CONTINUE TO OPERATE UNDER THIS AGREEMENT.

Grant Of License

There are low-resolution comping images (the "Low-Resolution Digital Media") and there may be high-resolution images (the "High-Resolution Digital Media") on each disc. Licensor(s) grants to you and your employer, if you are licensing on behalf of your employer, a non-exclusive, non-sublicensable right to use any software obtained from Licensor(s) ("Software") and any of Licensor(s)' Low-Resolution Digital Media and High-Resolution Digital Media and any derivatives or copies (collectively, the "Digital Media"), on your personal computer.

The Digital Media, Software and disc may not be shared by creating a disc library, Digital Media storage jukebox, network configuration or similar arrangement and you may not create a network of servers, either with or without a central location, which enables others to share the Digital Media, Software or discs. You may not utilize the Digital Media, Software or disc in any manner that is not expressly permitted in this license agreement. All rights not specifically granted above are retained by Licensor(s). One copy of the Digital Media and Software may be made for backup purposes only, but may be used only if the original Digital Media or Software becomes defective, or is destroyed or otherwise irretrievably lost. Except as specifically provided in this license agreement, no Digital Media, Software or disc may be shared or copied. Software may be used only in conjunction with the Digital Media.

The Low-Resolution Digital Media may be used in materials for PERSONAL, NONCOMMERCIAL use and TEST or SAMPLE use, including COMPS and LAYOUTS. The Low-Resolution Digital Media 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 any online, broadcast 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, sublicensed or made available for use or distribution separately or individually and no rights may be granted to the Low-Resolution Digital Media.

The High-Resolution Digital Media may be used on a worldwide and perpetual basis as a part of: (i) ADVERTISING and PROMOTIONAL MATERIALS (including packaging); (ii) ONLINE or other ELECTRONIC DISTRIBUTION SYSTEMS (including web page design) and BROADCASTS or THEATRICAL EXHIBITIONS; (iii) ANY PRODUCTS (including for-sale products) or PUBLICATIONS (electronic or print); and (iv) materials for PERSONAL, NONCOMMERCIAL use and TEST or SAMPLE use, including COMPS and LAYOUTS.

No High-Resolution Digital Media may be sublicensed, resold or otherwise made available for use or distribution separately or detached from a product or web page. For example, High-Resolution Digital Media may be used as an integral part of a web page design, but may not be made available for downloading separately or in a format designed or intended for permanent storage or re-use by website users.

Similarly, clients may be provided with copies of High-Resolution Digital Media (including digital files) as an integral part of work product, but may not be provided with High-Resolution Digital Media or permitted to use High-Resolution Digital Media separately. Use of the High-Resolution Digital Media, or any part thereof, as a trademark or service mark, is not permitted. Pornographic use, use which would be defamatory or libelous absent the consent of the model or use which is otherwise unlawful is prohibited.

If High-Resolution Digital Media featuring a person is used in a manner that implies endorsement, use of, or a connection to a product or service by that model, or a potentially unflattering or controversial subject, you must print a statement which indicates that the person is a model and is used for illustrative purposes only.

You may not include the Digital Media in any electronic template or application, including those which are web-based, where the purpose is to create multiple impressions of an electronic or printed product, including but not limited to, website designs, presentation templates, electronic greeting cards, business cards or any other electronic or printed matter.

Additional Rights Available: If you are unsure of your usage rights under this agreement, contact your local office.

Warranty

Licensor(s) warrant the Digital Media, Software and disc to be free from defects in material and workmanship for 90 days from delivery. The sole and exclusive remedy for a breach of the foregoing warranty is the replacement of the Digital Media, Software or disc or refund of the purchase/download price, at Licensor(s)' option. LICENSOR(S) MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Some states do not permit the exclusion of implied warranties, and you may have other rights which may vary from state to state. NEITHER LICENSOR(S) NOR THEIR LICENSORS 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 LICENSE OR OTHERWISE.

General

You may not decompile, reverse engineer, disassemble, or otherwise reduce to human-readable form any Software contained on this disc. All rights to the Digital Media, Software and disc are owned by Licensor(s) and/or their licensors and are protected by United States copyright laws, international treaty provisions and other applicable laws. Licensor(s) and its licensors retain all rights not expressly granted by this agreement. The Digital Media, Software and disc are licensed only to you or your employer if you are licensing on behalf of your employer. However, this license agreement and the license to use the Digital Media and Software may be transferred to another person or legal entity if the following conditions are met: you, or your employer if you are licensing on behalf of your employer, (i) transfer the Digital Media, Software and disc without keeping or storing any copy, (ii) do not to utilize the Digital Media or Software in the future in any manner, (iii) transfer this physical agreement to the transferee; and (iv) the transferee agrees to be bound by the terms hereof.

The license contained in this license agreement will terminate automatically without notice from Licensor(s) if you or your employer if you are licensing on behalf of your employer, fail to comply with any provision of this license agreement. Upon termination, you, and your employer if you are licensing on behalf of your employer, must immediately (i) stop using the Digital Media, Software and disc, (ii) return the Digital Media, Software and disc and all copies of all of them to Licensor(s), and (iii) delete any Digital Media and Software and all copies of all of them from all magnetic media and destroy all other copies, or upon request of Licensor(s), return all such copies to Licensor(s).

Use of the Digital Media and Software must be in compliance with all applicable law, including, but not limited to, laws and regulations relating to currency and the law of moral rights. Licensor(s) reserves the right to discontinue the use of any Digital Media for any reason and elect to replace the Digital Media with an alternate Digital Media. Upon notice of any discontinuance of a license for a particular Digital Media, you, your employer and your client if applicable, agree not to use such Digital Media in the future.

The Digital Media, Software and disc are "Restricted Computer Software" and when provided to or for or used on behalf of, the United States of America, its agencies and/or instrumentalities ("the U.S. Government"), are provided with "Restricted Rights." Use, duplication, and disclosure by the U.S. Government is subject to restrictions as set forth under the United States copyright laws, this agreement and as provided in DFARS 227.7202-1(a), and 227.7202-3(a) (1995), DFARS 252.227.7013(c), FAR 12.212(a) (1995), or FAR 52.227-19(a)-(d), as applicable.

Reproduction Rights and Credit Lines

The following credit line must appear adjacent to any Licensed Material utilized in an editorial manner: (image name) © The NYPL Digital Picture Collection. In the event that this credit should appear on a web site, the words "The NYPL Digital Picture Collection" should be a clickable link referring to the NYPL DPC website at http://nypl.org/dpc/.

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 set forth in this Agreement, Licensor grants Licensee no right or license, express or implied, to the Licensed Material. Licensee shall provide applicable copyright notice and/or protection. Upon demand, Licensee shall immediately assign to Licensor (or Licensor's designee) any copyright of or to the Licensed Material arising out of the publication of the Licensed Material. No copyright information shall be removed from any digital file.

Unless otherwise agreed in writing, if any Licensed Material reproduced by Licensee for editorial purposes (i.e., for any non-promotional purpose) omits the credit line specified in Section 3 above, or any other credit line specified by Licensor, an additional fee equal to twenty percent (20%) of the original amount invoiced shall be payable by Licensee at Licensor's discretion. The foregoing fee shall be in addition to, and not in lieu of, any other rights or remedies that Licensor may have at law or in equity.

Warranty and Limitation of Liability

THE REPRESENTATIONS AND WARRANTIES OF LICENSOR MADE HEREIN WILL HAVE NO FORCE OR EFFECT IF THE LICENSED MATERIAL IS USED BY LICENSEE IN ANY MANNER NOT SPECIFICALLY AUTHORIZED IN THIS AGREEMENT OR IF LICENSEE IS OTHERWISE IN BREACH OF THIS AGREEMENT.

a) Licensor warrants to Licensee that the digital or analog copy of the Licensed Material in the form downloaded by Licensee or delivered by Licensor by any means to Licensee will be free from defects in material and workmanship (not including "artifacts" or other flaws inherent in prints of the particular vintage) for 30 days from the date of delivery. The sole and exclusive remedy for a breach of the foregoing warranty is the replacement of the digital or analog copy of the Licensed Material or refund of the Reproduction fee paid by Licensee, at Licensor's option.

b) Licensor represents and warrants to Licensee that: 1. It has all necessary rights and authority to enter into and perform this Agreement in accordance with its terms, including, but not limited to, the right and authority to license the use of any Licensed Material as expressly set forth in the Invoice, including the rights to license the copyrights in and to the Licensed Material on the terms and conditions set forth in this Agreement; 2. The rights of Reproduction granted hereunder do not infringe on any copyrights to the Licensed Material or moral rights of any person or entity; 3. All necessary model and property releases have been obtained by Licensor except where specifically stated in this Agreement, Licensor's website or other notice from Licensor; 4. A copy of any model or property release will be provided to Licensee upon request so that Licensee can satisfy itself as to the extent and validity of that release. Licensee understands and agrees that the personal information of that model or property owner will be redacted for the protection of the privacy of the model or property owner. The foregoing representations and warranties apply only to the Licensed Material as delivered by Licensor when used in accordance with the terms of this Agreement and the uses expressly provided for in the Invoice.

c) EXCEPT AS EXPRESSLY SET FORTH IN SECTIONS 5(a) AND 5(b) ABOVE, LICENSOR MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. LICENSOR SHALL NOT BE LIABLE TO LICENSEE OR ANY OTHER PERSON OR ENTITY FOR ANY GENERAL, PUNITIVE, SPECIAL, DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, LOST PROFITS OR OTHER DAMAGES ARISING OUT OF THIS AGREEMENT, THE INVOICE OR OTHERWISE, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Indemnification

a) Provided that Licensee uses the Licensed Material only as permitted under the terms of this Agreement and as specified on the Invoice, and is not otherwise in material breach of this Agreement, and subject to section 7, Licensor 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), 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 the possession, distribution or use of the Licensed Material by Licensee pursuant to and in accordance with this Agreement infringes on any of the following intellectual property or personal rights of any third party:

Invasion or infringement of the right of privacy or publicity, including but not limited to, the torts of intrusion into one's private affairs, public disclosure of private facts, false light, misappropriation of the name or likeness arising as prescribed by applicable law;
Copyright infringement; and
Product disparagement, trade libel, dilution or infringement of title, slogan or trademark, trade name, service mark or service name as prescribed by applicable law.

THE FOREGOING STATES LICENSOR'S ENTIRE INDEMNIFICATION OBLIGATION UNDER THIS AGREEMENT AND LICENSEE'S SOLE AND EXCLUSIVE REMEDY FOR ANY ALLEGED OR ACTUAL BREACH OF THE REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTION 5(b) ABOVE.

b) If Licensor is required to commence or threaten legal proceedings against Licensee to enforce any of the terms and conditions of this Agreement, whether a lawsuit is filed or not, Licensee shall indemnify and hold harmless Licensor for the reasonable legal fees and costs incurred by Licensor.

c) Where Licensor has communicated to Licensee that model or property releases for Licensed Material have not been obtained by Licensor, Licensee shall defend, indemnify and hold Licensor and its parent, subsidiaries, and commonly owned or controlled affiliates and their respective 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 alleging that the possession, distribution or use of such Licensed Material by Licensee results in an invasion or infringement of the proprietary rights of any third party, including, but not limited to, the right of privacy or publicity of any third party:

Invasion or infringement of the right of privacy or publicity, including but not limited to, the torts of intrusion into one's private affairs, public disclosure of private facts, false light, misappropriation of the name or likeness arising as prescribed by applicable law;
Copyright infringement; and
Product disparagement, trade libel, dilution or infringement of title, slogan or trademark, trade name, service mark or service name as prescribed by applicable law.

Notice of Defense

Licensor's indemnification obligation set forth in Section 6 is expressly contingent upon the following requirements: (1) if any such actual or threatened lawsuit, claim or legal proceeding arises, Licensee must give Licensor written notice within five (5) business days after receipt of notice of such lawsuit, claim or legal proceeding, whether threatened or initiated; (2) Licensor shall have the right, at its expense and in its sole discretion, to select and employ counsel to defend Licensee against such lawsuit, claim or legal proceeding for which indemnification is sought; (3) Licensor shall have the right to control the legal defense and shall have sole discretion as to whether or not to compromise, settle or otherwise dispose of any such lawsuit, claim or legal proceeding; (4) Licensee agrees to cooperate fully in defending any such lawsuit, claim or legal proceeding (including, without limitation, making available to Licensor such books and records as Licensor reasonably requests and making available its employees, agents, officers and directors for depositions, consultations and otherwise when requested); (5) Licensor will not indemnify Licensee for legal fees and other costs incurred prior to Licensee giving notice to Licensor of the pending action for which indemnity is sought; and (6) Licensor will not indemnify Licensee for the cost of any salaries, wages or benefits payable to Licensee's personnel involved in any legal action for which indemnity is sought.

Upon receipt of Licensor's notice that Licensor chooses not to undertake to defend against or resist any lawsuit, claim or legal proceeding after receiving written notice from Licensee, Licensee shall have the right to incur reasonable costs to investigate, defend, compromise, settle or otherwise dispose of the claim, for the account and at the expense of Licensor. Licensee shall not take any action that incurs a cost to Licensee or Licensor without Licensor's prior written permission.

Parties' Obligation

Upon notice from Licensor, 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 Licensor may be liable herein, or if Licensor retires any Licensed Material for any reason, Licensee will physically remove the Licensed Material from its network, if possible, and cease any future use at its own expense. Licensor shall provide Licensee with comparable Licensed Material (which comparability will be determined by Licensor in its reasonable commercial judgment) free of charge, but subject to the other terms and conditions of this Agreement.

Licensor's indemnification obligation shall continue for use of any Licensed Material that occurred prior to the date on which Licensor notified Licensee of, or Licensee became aware of, any threatened or actual claim involving the Licensed Material.

Electronic Storage

For all Licensed Material that Licensee takes delivery via download, Licensee must provide the copyright symbol, the name of Licensor and the Licensed Material identification number as part of the electronic file. In addition, Licensee may only use a single copy of the Licensed Material on a single computer. Licensee may only download the Licensed Material onto one (1) computer hard drive or other computer medium and may not otherwise make, use or distribute copies of the Licensed Material for any purpose except as otherwise provided in this Agreement and the Invoice. Notwithstanding the foregoing, Licensee shall be allowed to make one (1) backup copy for security reasons only. Licensee may not use the Licensed Material on any image storage jukebox, network configuration or similar computer network arrangement. Upon the expiration or earlier termination of this Agreement, Licensee shall promptly delete the Licensed Material from its computer or other electronic storage system.

License Cancellation Fee

If Licensee requests in writing to cancel this Agreement within thirty (30) days of the date of downloading or otherwise taking delivery of the Licensed Material, Licensor may cancel this Agreement and issue a credit to Licensee's account or credit card equal to one hundred percent (100%) of the Reproduction or license fee.

Interest on Overdue Invoices

IF LICENSEE FAILS TO PAY LICENSOR'S INVOICE IN FULL WITHIN THIRTY (30) DAYS OF THE INVOICE DATE, LICENSOR SHALL ADD A SERVICE CHARGE OF ONE AND ONE HALF PERCENT (1 - 1Ú2 %) PER MONTH, OR SUCH LESSER AMOUNT AS IS ALLOWED BY LAW, ON ANY UNPAID BALANCE. LICENSOR ALSO RESERVES THE RIGHT, IN ITS SOLE DISCRETION, TO REVOKE THE LICENSE IF PAYMENT IS NOT MADE IN FULL.

Condition of Licensed Material

Licensee should examine all Licensed Material for possible defects (whether digital or otherwise) before sending any Licensed Material for Reproduction. Licensor shall not 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.

Unauthorized Use of Licensed Material

Licensee agrees to indemnify and hold Licensor (including its parent, affiliate and subsidiary companies and their respective directors, officers, employees and agents) harmless against any claim for damages, losses or any costs, including attorneys' fees, arising in any manner whatsoever from the unauthorized use of any Licensed Material or for Licensee's breach of any of the terms of this Agreement.

Right to Information

Licensor may at any time inspect any records, accounts and books relating to the Reproduction of any of Licensed Material to ensure that the Licensed Material is being used in accordance with this Agreement.

Miscellaneous Terms

No variation of any of the terms in this Agreement shall be effective unless agreed to in writing by an authorized representative of Licensor and Licensee. No part of the content of Licensor's catalogs or other advertising materials shall form a part of this Agreement. No action of Licensor, other than an express written waiver, may be construed as a waiver of any term 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 a 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 those rights or remedies on any other occasion. Should any clause of this Agreement be found unenforceable, that will not affect any other clause and each will remain in full force and effect. In the event of any inconsistency between the terms contained herein and the terms contained on any purchase/download order sent by Licensee, the terms of this Agreement shall govern. This Agreement, its validity and effect, shall be interpreted under and governed by the laws of the State of New York, U.S.A., without reference to its laws relating to conflicts of law. Except as otherwise set forth herein, venue for all disputes arising under this Agreement shall lie exclusively in the Courts in the State of New York or the Federal District Court of the Southern District of New York (as permitted by law) and each party agrees not to contest the personal jurisdiction of these courts.

Notwithstanding the foregoing, Licensor(s) shall have the right to commence and prosecute any legal or equitable action or proceeding before any non-U.S.A. court of competent jurisdiction to obtain injunctive or other relief in the event that, in the opinion of Licensor(s), such action is necessary or desirable. The Digital Media, Software and disc are "Restricted Computer Software" and when provided to, for or used on behalf of the United States of America, its agencies and/or instrumentalities ("U.S. Government"), are provided with Restricted Rights. Use, duplication, and disclosure by the U.S. Government is subject to restrictions as set forth under the United States copyright laws, this agreement and as provided in DFARS 227.7202-1(a), and 227.7202-3(a) (1995), DFARS 252.227.7013(c), FAR 12.212(a) (1995), or FAR 52.227-19(a)-(d), as applicable.