IRISH IMAGERY RIGHTS MANAGED LICENCE AGREEMENT

THIS IS A LEGAL AGREEMENT BETWEEN YOU ("LICENSEE") AND A SUBSIDIARY OF IRISH IMAGERY LIMITED, ("LICENSER"). YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT AND THE LICENSED MATERIAL USAGE SPECIFICATIONS SET FORTH HEREIN. 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 LICENSED MATERIAL. THEREFORE, CERTAIN TERMS MAY BE INAPPLICABLE. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR LOCAL SALES REPRESENTATIVE.

IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF YOUR EMPLOYER, THE LICENCE GRANTED AND RESTRICTIONS AND LIMITATIONS RECITED HEREIN APPLY TO YOUR EMPLOYER AND TO YOU AS A REPRESENTATIVE OF YOUR EMPLOYER.

1. Definitions
In this Agreement the following definitions apply:

a) "Licensed 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 reproductions thereof, or any other product protected by copyright, trademark, patent or other intellectual property rights, which is licensed to Licensee by Licenser under the terms of this Agreement.

b) "Invoice" means the computer-generated or pre-printed invoice provided by Licenser that sets forth, without limitation, the specific party contracting as Licenser, the specific areas of use for the Licensed Material selected, grants Licensee the Reproduction rights chosen, sets forth limitations on the licence (if any) and states the corresponding price(s) for the licence of such Licensed Material. The Invoice shall be made a part of this Agreement and shall be incorporated by reference herein, and together with this Agreement shall constitute the entire agreement between Licenser and Licensee regarding the Licensed Material. All references to the Agreement shall include the Invoice.

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.

2. Grant of Rights

a) Unless stated otherwise in the Invoice, Licenser grants to Licensee a nonexclusive non-sub-licensable, non-transferrable and non-assignable right to use and Reproduce the Licensed Material identified in the Invoice to the extent explicitly stated therein. Licenser further grants to Licensee the right to have the Licensed Material Reproduced, solely to the extent explicitly stated in the Invoice, by subcontractors of Licensee, provided that such subcontractors agree to abide by the restrictions of this Agreement. See Section 3 below for more information about the nature of the rights granted to Licensee hereunder.

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. Licenser grants Licensee the right to utilise the Licensed Material in the sales and production process that may be necessary for the intended use specified on the Invoice. The terms specified in the Invoice, or in this Agreement, shall not be modified without the express written consent of Licenser, 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 Licenser's indemnity obligations, and the representations and warranties made by Licenser hereunder. Fees assessed for Licensee's use of the Licensed Material depend on the nature of the rights granted. Licensee shall not undertake any expanded use of the Licensed Material without the prior approval of Licenser and the payment of any additional licence fee required by Licenser for such expanded use. Licensee shall promptly notify Licenser of any expanded use of the Licensed Material for which Licensee has not received Licenser's prior approval, and shall pay to Licenser any additional licence fee required by Licenser for such expanded use. The rights and remedies of Licenser hereunder shall be in addition to, and not in lieu of, any other rights or remedies that Licenser may have at law or in equity.

c) Licenser 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 authorised by the Invoice and this Agreement (i) may constitute an infringement of the proprietary rights of Licenser or a third party 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 Licenser or a third party.

e) If any Licensed Material featuring a model is used in an authorised manner that implies endorsement of, use of, or a connection to a product or service by that model or a potentially unflattering or controversial subject, Licensee must accompany each such use with a statement that indicates that the person is a model and is used for illustrative purposes only. Licenser's grant of rights regarding use of Licensed Material on or in a product does not grant Licensee the right to use that Licensed Material in any manner, directly or indirectly (such as, without limitation, in any image or illustration of such product) in the advertising of such product unless that right is also specifically granted.

f) While Licenser makes efforts to correctly caption the subject matter of the Licensed Material, Licenser does not warrant that such information is accurate.

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.

3. Limitations on Reproduction Rights and Credit Lines

a) Except as set forth below, the following credit line must appear adjacent to any Licensed Material utilised in an editorial manner: (Photographer's name)/Irish Imagery.

b) Trinity College Dublin Licensed Material: The following credit line must appear adjacent to any Licensed Material utilised in an editorial manner: (artist name)/Trinity College Dublin/Irish Imagery. Licenser also requires that the credit line be utilised whenever reasonably possible in connection with non-editorial uses. Licensee may crop or rotate Trinity College Dublin Licensed Material. Trinity College Dublin Images of historical vintage often employ older photo techniques. Some of this Licensed Material contains "artefacts" or other flaws inherent in prints of the particular vintage and are not defects. Some Trinity College Dublin Licensed Material may be in the public domain or licensed to Trinity College Dublin on a non-exclusive basis. It therefore may be possible for another library to licence licensed Material represented by Trinity College Dublin for a conflicting use. Licenser shall have no liability for any such situation.

4. Copyright

No ownership or copyright in any Licensed Material shall pass to Licensee by the issuance of the Licence contained in this Agreement. Except as expressly set forth in this Agreement, Licenser grants Licensee no right or licence, express or implied, to the Licensed Material. Licensee shall provide applicable copyright notice and/or protection. Upon demand, Licensee shall immediately assign to Licenser (or Licenser'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 Licenser, an additional fee equal to twenty percent (20%) of the original amount invoiced shall be payable by Licensee at Licenser's discretion. The foregoing fee shall be in addition to, and not in lieu of, any other rights or remedies that Licenser may have at law or in equity.

5. Warranty and Limitation of Liability.

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

a) Licenser warrants to Licensee that the digital or analogue copy of the Licensed Material in the form downloaded by Licensee or delivered by Licenser by any means to Licensee will be free from defects in material and workmanship (not including "artefacts" 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 analogue copy of the Licensed Material or refund of the Reproduction fee paid by Licensee, at Licenser's option.

b) Licenser 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 licence the use of any Licensed Material as expressly set forth in the Invoice, including the rights to licence 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 Licenser except where specifically stated in this Agreement, Licenser's website or other notice from Licenser;
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.
5. Licenser makes no representations or warranties as to whether or not any additional fees or payments may be due to any model depicted in Licensed Material pursuant to the requirements of any applicable trade union. Licensee shall be solely responsible for such additional fees or payments.
The foregoing representations and warranties apply only to the Licensed Material as delivered by Licenser 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, LICENSER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. LICENSER 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 LICENSER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

6. 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, Licenser 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 authorised 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:
1. 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;
2. Copyright infringement; and
3. 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 LICENSER'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 Licenser 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 Licenser for the reasonable legal fees and costs incurred by Licenser.

c) Where Licenser has communicated to Licensee that model or property releases for Licensed Material have not been obtained by Licenser, Licensee shall defend, indemnify and hold Licenser 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:
1. 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;
2. Copyright infringement; and
3. Product disparagement, trade libel, dilution or infringement of title, slogan or trademark, trade name, service mark or service name as prescribed by applicable law.

7. Notice of Defence

Licenser'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 Licenser written notice within five (5) business days after receipt of notice of such lawsuit, claim or legal proceeding, whether threatened or initiated; (2) Licenser 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) Licenser shall have the right to control the legal defence 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 Licenser such books and records as Licenser reasonably requests and making available its employees, agents, officers and directors for depositions, consultations and otherwise when requested); (5) Licenser will not indemnify Licensee for legal fees and other costs incurred prior to Licensee giving notice to Licenser of the pending action for which indemnity is sought; and (6) Licenser 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 Licenser's notice that Licenser 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 Licenser. Licensee shall not take any action that incurs a cost to Licensee or Licenser without Licenser's prior written permission.

8. Parties' Obligation

Upon notice from Licenser, 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 Licenser may be liable herein, or if Licenser 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. Licenser shall provide Licensee with comparable Licensed Material (which comparability will be determined by Licenser in its reasonable commercial judgment) free of charge, but subject to the other terms and conditions of this Agreement.

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

9. Electronic Storage

For all Licensed Material that Licensee takes delivery via download, Licensee must provide the copyright symbol, the name of Licenser 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.

10. Licence Cancellation Fee

a) If Licensee requests in writing to cancel this Agreement regarding the Licensing of Licensed Material that is not from Licenser's Film Collections within thirty (30) days of the date of downloading or otherwise taking delivery of the Licensed Material, Licenser 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 licence fee.

b) If Licensee requests in writing to cancel this Agreement regarding the Licensing of Licensed Material from Licenser's Film Collections within thirty (30) days of the date of delivery of the Licensed Material, Licenser may cancel this Agreement and issue a credit to Licensee's account or credit card which unless otherwise agreed in writing is equal to fifty percent (50%) of the Reproduction or licence fee.

c) Nothing in this Section 10 shall apply to research, lab and administration fees which shall be payable according to the terms stated on the invoice.

11. Interest on Overdue Invoices

IF LICENSEE FAILS TO PAY LICENSER'S INVOICE IN FULL WITHIN THIRTY (30) DAYS OF THE INVOICE DATE, LICENSER SHALL ADD A SERVICE CHARGE OF ONE AND ONE HALF PERCENT (1 - ½ %) PER MONTH, OR SUCH LESSER AMOUNT AS IS ALLOWED BY LAW, ON ANY UNPAID BALANCE. LICENSER ALSO RESERVES THE RIGHT, IN ITS SOLE DISCRETION, TO REVOKE THE LICENCE IF PAYMENT IS NOT MADE IN FULL.

12. Condition of Licensed Material

Licensee should examine all Licensed Material for possible defects (whether digital or otherwise) before sending any Licensed Material for Reproduction. Licenser 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.

13. Unauthorised Use of Licensed Material

Licensee agrees to indemnify and hold Licenser (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 unauthorised use of any Licensed Material or for Licensee's breach of any of the terms of this Agreement.

14. Use of Licensed Materials in Final Elements

For purposes of this paragraph, final elements shall mean any end product produced by Licensee pursuant to this Agreement, including but not limited to use in magazines, books, feature films, television productions, commercials and print advertisements ("Final Elements") Licensee grants to Licenser the irrevocable, perpetual, royalty-free, non-exclusive right and licence to use Final Elements solely for the promotion of Irish Imagery or any of its subsidiaries.

15. Right to Information

Licenser 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.

16. Miscellaneous Terms

No variation of any of the terms in this Agreement shall be effective unless agreed to in writing by an authorised representative of Licenser and Licensee. No part of the content of Licenser's catalogues or other advertising materials shall form a part of this Agreement. No action of Licenser, 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 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 Ireland 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 Dublin, Ireland (as permitted by law) and each party agrees not to contest the personal jurisdiction of these courts.