StockPodium ROYALTY FREE LICENSE AGREEMENT (Editorial RF License)

ESSENTIAL INFORMATION

PLEASE READ THE FOLLOWING TERMS AND CONDITIONS. YOUR ACCEPTANCE OF THESE TERMS IS AN ABSOLUTE CONDITION OF YOUR USE OF THIS PRODUCT.

The Imagga Ltd./StockPodium End User License Agreement (EULA)

This Agreement is between Imagga Ltd.(hereafter known as “StockPodium”), doing business as StockPodium.com and the user who downloads Content from this website. You may not allow anyone else to use your username or password. For the purpose of this Agreement, "Content" is defined as any image or photo owned by StockPodium or its authorized contributors and have been made available for download on this website.

You have agreed to be bound by the Terms and Conditions of this Agreement and by downloading any of the Content from StockPodium, You acknowledge that You have read, understood, and accepted the Terms and Conditions of this Agreement.

StockPodium represents that it owns all rights or has all requisite authority, including all copyrights, in and to the Content, or, is authorized to allow You to access, acquire, and use Content under the Terms and Conditions of this Agreement. The copyright and all other rights of the Image(s) shall remain with StockPodium and its respective suppliers.

Terms and Conditions of Use

You agree to access, acquire, and use the Content under the following Terms and Conditions:

1. These Terms and Conditions constitute a legal Agreement between You and StockPodium

2. StockPodium grants You a nonexclusive, nontransferable license to use, reproduce, modify, publish, display, and distribute the Content up to 250,000 copies in aggregate (for quantities above this amount, you must purchase the Extended License version for the Content) according to the Terms and Conditions set forth in Section 3 hereof.

3. You may NOT (For Content marked as "Editorial Use Only"):

(a) Unless additional rights are stipulated in the Section 2, or granted pursuant to a separate license agreement, Content may not be used for any commercial, promotional, advertising or merchandising use.

(b) Content may be cropped, provided that the editorial integrity of the Licensed Material is not compromised, but shall not, under any circumstances, otherwise be rotated, altered, changed or tampered with, either manually or electronically, without the express written permission from StockPodium.

(c) Licensee may not use Content in any manner that violates the rights of individuals such as defamation, intrusion on privacy, misappropriation of likeness, or depiction in a false light.

(d) Licensee may not:

(i) sublicense, sell, assign, convey or transfer this Agreement or any of its rights under this Agreement.

(ii) make the Content available (separate from the end product into which it is incorporated) in any medium accessible by persons other than authorized Users;

(iii) sell, license or distribute any end product containing the Content in a way that is intended to allow or invite a third party to download, extract or access the Content as a standalone file;

(iv) include the Content in an electronic template intended to be Reproduced by third parties on electronic or printed products; or

(v) use or display the Content on websites or in any other medium designed to induce or involving the sale, license or other distribution of "on demand" products, including, without limitation, postcards, mugs, T-shirts, calendars, posters and other items.

(vi)Licensee may not falsely represent, expressly or impliedly, that Licensee is the original creator of a work that is a stand-alone pictorial, graphic or sculptural work or motion picture or other visual work that derives a substantial part of its artistic components from the Content.

(vi)under any circumstances use Content in connection with any pornographic, obscene, immoral, defamatory or illegal materials; endorsement of product(s); sensitive mental/health/other similar aspect of contexts or subjects.

4. Photo Credit

(a) Content must include the following credit line adjacent to the Licensed Material:"©[Photographer's Name]/StockPodium.com" or as otherwise notified by StockPodium.

(b) Where technically feasible, a screen credit, equal in size and placement to like footage in the media, must be provided for any film or video footage Licensed Material used in a feature film, broadcast television or cable production and must read: "Footage supplied by [Photographer's Name]/StockPodium.com"

5. You understand that Content is copyrighted and may be owned by a third party, and any unauthorized use by you may be an infringement of such copyright.

6. You understand and agree that StockPodium may, in its sole discretion,

(a) monitor anything you download from the StockPodium website, as frequently as StockPodium in its sole discretion determines, for any violation of this Agreement,

(b)limit downloads to a fixed amount of total downloads per 24 hour period, per user, as to insure the best possible service to all StockPodium subscribers,

(c) track any abuse of your username and password in connection with the StockPodium website or in connection with this Agreement,

(d) terminate your account immediately if we detect you are using, or are trying to use any automated means to download content, and

(e) terminate your account, without notice, if it finds what StockPodium believes to be any violation of this Agreement and/or any abuse of your username and password. If your account is terminated for any violation of this Agreement and/or any abuse of a username or password, you lose all rights to StockPodium Content, must immediately delete all Content acquired from StockPodium, and forfeit all fees paid.

7. StockPodium and the Content are made available to you "AS IS," "AS AVAILABLE," and "WITH ALL FAULTS." StockPodium, its employees, directors, and officers, and anyone else associated with StockPodium disclaims, to the fullest extent permitted by law, any and all warranties, express or implied, including without limitation warranties of merchantability, fitness for a particular purpose, non infringement, or that your usage of StockPodium will be uninterrupted, error free of computer viruses or other damaging materials. When you access and acquire Content, you do so at your risk. StockPodium, its employees and officers, and anyone else acting on behalf of StockPodium also disclaims any and all common-law duties, including without limitation duties of reasonable care and workmanlike effort. StockPodium, its employees, directors, and officers, and anyone acting on behalf of StockPodium make no representation or warranty as to your right to use any individual's name, likeness, and/or image appearing in the Content without first obtaining appropriate rights from such individual.

(a) You understand and acknowledge that neither StockPodium, its employees, directors, and officers, nor anyone acting on behalf of the StockPodium website has made any representation or warranty that Your use of Content will not infringe or violate the trademark rights of any third party, or constitute a false designation of origin or any other form of unfair competition, and

(b) You understand that You should seek competent counsel before using Content on or in connection with any goods or services or for any other commercial purposes.

8. In no event will StockPodium, its employees, directors, and officers, or anyone else associated with StockPodium be liable for any indirect, special, incidental, economic, or consequential damages including but not limited to loss of revenue or profits, arising out of the use, or inability to use, the Content, even if StockPodium has been advised of the possibility of such damages. In no event will the liability of StockPodium, its employees, or related parties exceed the amount paid by you for accessing or using StockPodium and for accessing, acquiring, and/or using Content from StockPodium. Because some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply to you.

9. You represent and warrant that:

(a) You are at least 18 years of age and have the right to enter into this Agreement;

(b) You will not use the Content in any way that is not permitted by this Agreement;

(c) Your use of the Content will not violate any applicable law or regulation of any country, state, or other governmental entity;

(a) The information you provide the StockPodium Sites is accurate and true, including without limitation all credit card information.

10. You agree to fully defend and indemnify StockPodium, its employees, directors, and officers, and anyone else associated with StockPodium, and each of their successors, licensees, and assigns free and harmless from any and all claims, liabilities, costs, losses, damages, or expenses, including attorneys' fees and expenses, arising in connection with Your use of the Content and this Site or of any breach or alleged breach of any representation, warranty, or other promise made by You in this Agreement.

11. This Agreement constitutes the entire agreement between You and StockPodium regarding its subject matter. Should any provision of this Agreement be held to be void or invalid, that fact will not affect any other provision, and the remainder of this Agreement will be construed to most closely give effect to the parties' intentions. Failure by StockPodium to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision. The interpretation and enforcement of this Agreement shall be governed according to international treaty provisions and other applicable laws.

12. This Agreement was originally composed in English and was subsequently translated into other languages. The fidelity of subsequent translations cannot be guaranteed. In case of conflict between the English version and another language version, the English version takes precedence.

You have agreed, and reaffirm your agreement to conduct this transaction electronically.