Redpixart License Agreement for Royalty Free images

THIS IS A LEGAL AGREEMENT BETWEEN YOU AND REDPIXART LLC. PLEASE READ THIS AGREEMENT CAREFULLY. BY DOWNLOADING OR USING ANY IMAGE YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF YOUR EMPLOYER, THIS LICENSE AND ALL THE RESTRICTIONS AND LIMITATIONS RECITED HEREIN APPLY TO YOUR EMPLOYER AS WELL AS TO YOU AS A REPRESENTATIVE OF YOUR EMPLOYER. ALL THE IMAGES INCLUDED ON OUR WEBSITE ARE COPYRIGHTED AND ALL RIGHTS TO THESE IMAGES ARE OWNED BY REDPIXART AND/OR ITS LICENSORS. ALL RIGHTS THAT ARE NOT SPECIFICALLY GRANTED TO YOU BY THIS AGREEMENT ARE RESERVED. YOUR RIGHT TO USE ANY OF OUR IMAGES IS SUBJECT TO YOUR FULL PAYMENT OF THE LICENSE AND THE RESTRICTIONS SET FORTH IN THIS AGREEMENT.

I. Reproduction rights granted

1.1 By this Agreement, Redpixart LLC grants you a personal, non-exclusive and non-transferable right to use and reproduce, for your own commercial or non commercial use, on a worldwide and perpetual basis, the images included in the "Appendix to contract" of this agreement (the Images), in the following ways: a) Print usage: refers to any type of printed, tangible materials including advertising, promotional materials, publications, etc. (No sale); b) Non-print usage: refers to any digital or electronic materials including websites, multimedia presentations and CD-ROMs provided that no Image is at a resolution greater than 800 x 600 pixels (72 dpi) and each Image is incorporated into a design in such a fashion that it is clearly not intended to be downloaded or copied by any third party; NOTE: IMAGES ARE NOT SOLD, THEIR USE IS LICENSED TO YOU.

II. Restriction on use

2.1 The rights hereby granted to you are non-transferable which means that any work that you produce using an Image must be for your own use, or for the use of your direct employer, client or customer, who must be the end-user of your work. You may not sublicense, sell, loan or otherwise transfer to anyone any of the Images contained on Redpixart LLC website the right to use the Images except insofar as an Image has been included by you into one of the authorized uses referred to in Section 1 above and nothing you produce shall grant or purport to grant to any third party a right to use or reproduce the Images. You hereby agree to take all commercially reasonable steps to prevent third parties from duplicating or distributing the Images.

2.2 If Images are licensed by a company, they may be shared by creating an Image library, Image storage jukebox, network configuration or similar arrangement as long as no more than five (5) specific employees of the company have access to the Images. This is not a simultaneous user agreement.

2.3 Except as specifically provided in this Agreement you may not share or copy the Images or create a network of servers, either with or without a central location enabling others to share the Images.

2.4 You may not use the Image as part of a service mark or trademark or infringe on anyone's trade name, service mark or trademark.

2.5 You may not place the Image online or other electronic distribution systems in a downloadable , FTP or other similar format.

2.6 You may not use the Images for any form of pornography, or in a libelous, defamatory, fraudulent, infringing, or other illegal manner. Advance written permission is required for use of Images for sensitive subjects, included, but not limited to, substance abuse, physical or mental abuse, alcohol, tobacco, AIDS, cancer or other serious physical or mental ailments or the disparagement of a person or product.

2.7 You may make up to three copies of the Images for backup purposes only which shall only be used if the original copy becomes defective, or is destroyed or otherwise irretrievably lost.

2.8 Upon notice of discontinuance of a license for any particular Image, you agree not to use such Image in the future.

III. Indemnity

3.1 You agree to indemnify and hold Redpixart LLC and its licensors harmless against any damages or liability of any kind arising from any use of the Images other than the uses specifically permitted by this Agreement.

IV. Limitation of liability

4.1 Neither Redpixart LLC nor its directors, officers, employees, partners, licensors, or agents shall be held liable for any indirect, consequential, punitive, or incidental damages arising out of, or the inability to use, an Image, even if Redpixart LLC has been advised of the possibility of such damages. In any event, the limit of liability of Redpixart LLC shall be the fee paid for the particular Image.

V. Severability

5.1 Should any clause of the present Agreement be found unenforceable, whenever possible this will not affect any other clause and each will remain in full force and effect.

VI. Law and venue

6.1 This Agreement, its validity and effect, shall be solely interpreted, and governed by, the laws of Russian Federation. Any claims shall be brought solely in the Russian Federation Court and you expressly consent to the exclusive jurisdiction of the federal courts of Russian Federation. You consent to the service of any required notice or process upon you by registered mail or overnight courier with proof of delivery.