End User License Agreement

BY DOWNLOADING ANY IMAGE YOU HAVE SELECTED FROM THIS WEBSITE YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT AND THE IMAGE USAGE SPECIFICATIONS LISTED HEREIN. 
IF YOU DO NOT AGREE, QUIT THIS WEBSITE TO DECLINE THIS AGREEMENT

Definitions

a) "Licensed Material" means the original images supplied as digital files which are licensed to Licensee by Licensor under the terms of this Agreement.

b) "Invoice" means the invoice provided by Licensor that sets forth the party contracting as Licensor, grants Licensee the Reproduction rights chosen, sets forth limitations on the license (if any) and states the corresponding price(s). The Invoice shall be made a part of this Agreement and shall constitute the entire agreement between Licensor and Licensee.

c) "Reproduction" and "Reproduce" include any form of copying or publication of the whole or a part of any Licensed Material, whether by printing, photography, photocopying, slide projection (whether or not to an audience), layout or presentation, use in a production process, electronic, digital or mechanical means, use as a reference by an artist or in an artist's illustration or by any other means. Reproduction further includes the distortion or manipulation of the whole or a part of the Licensed Material (for example, by computer, electronically, digitally by an artist or by any other means), even though the resulting Licensed Material may not appear to a reasonable person to be derived from the original Licensed Material. Reproduction also includes distribution in whole or in part of any Licensed Material via television, cable, telecommunications network or internet transmission.

Payment
Full payment must be received by the Licensor prior to the download of Licensed Material. Any use prior to payment shall be considered an unauthorized use.

Grant of Reproduction Rights
a) Unless stated otherwise in the Invoice, Licensor grants to Licensee a single-use, non-exclusive, non-sub licensable, non-transferrable and non-assignable  right to Reproduce the Licensed Material identified in the Invoice to the extent explicitly stated therein.
All rights not expressly licensed in writing in the Invoice remain the exclusive property of the Licensor.

b) The Licensed Material is strictly limited to the use, medium, period of time, print run, placement, size of image, territory and any other restrictions specified in the Invoice. 
The terms specified in the Invoice, or in this Agreement, shall not be modified without the express written consent of Licensor, and any attempt to modify the Agreement without such express written consent, or any attempted deviation from the terms thereof of this Agreement, shall nullify Licensor's indemnity obligations, and the representations and warranties made by Licensor hereunder. 
Fees assessed for Licensee's use of the Licensed Material depend on the nature of the rights granted and image size. Licensee shall not undertake any expanded use of the Licensed Material without the prior approval of Licensor and the payment of any additional license fee required by Licensor for such expanded use. 

c) Licensor grants no rights and makes no warranties with regard to the use of names, trademarks, trade dress, registered, unregistered or copyrighted designs or works of art or architecture depicted in any Licensed Material, and Licensee must satisfy itself that all the necessary rights or consents regarding any of the above, as may be required for Reproduction, have been obtained.

d) Use of Licensed Material in a manner not expressly authorized by the Invoice and this Agreement (i) may constitute an infringement of the proprietary rights of Licensor and (ii) may result in Licensee incurring or being responsible for any damages resulting from any such use, including any damages resulting from any claims for infringement of the intellectual property or proprietary rights of Licensor or a third party.

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

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. 
No copyright information shall be removed from any digital file.

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.

Licensor warrants to Licensee that:
a) the Licensed Material will be free from defects in material and workmanship 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 copy of the Licensed Material.
No refund of the Reproduction fee paid by Licensee is foreseen.
b) Licensor has all necessary rights and authority to perform this Agreement including the right and authority to license the use of any Licensed Material as expressly set forth in the Invoice.
c) The rights of Reproduction granted hereunder do not infringe on any copyrights to the Licensed Material or moral rights of any person or entity;

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.

Releases
No model and property releases have been obtained by Licensor for the Licensed Material.

Indemnification
Licensor shall be held harmless from any consequential, incidental, direct, indirect damages or any other damages, liabilities, and expenses including any claims by third-parties arising out of the use of the Licensed Material.

Unauthorized Use of Licensed Material
Licensee agrees to indemnify and hold Licensor 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.

Electronic Storage and Destruction of Digital files
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. 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.

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.

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.

License Cancellation
After downloading or otherwise taking delivery of the Licensed Material, Licensee can not request to cancel this Agreement regarding the licensing of Licensed Material.

Legal Venue
This agreement shall be governed by the laws of the Italian State.