Terms & Conditions for Contributors

Authorization

Contributor appoints the Company to act as Contributor’s sole and exclusive worldwide stock photography agent with respect to the licensing of photographic images created by Contributor (the “Images”) which are submitted to and accepted by the Company (the “Accepted Images”). The term Images includes all photographic images in any form, whether created by digital, analog, electronic, or other means or methods, whether now known or hereinafter invented.

License Grant for Accepted Images

Contributor grants to the Company an exclusive license to use and commercially exploit the Accepted Images during the term of this Agreement, including without limitation the rights to (i) license or grant rights to or otherwise distribute Accepted Images or portions thereof, (ii) distribute or license Accepted Images to sub- distributors or sub-agents for license or distribution by such persons, and (iii) modify, adopt or create derivative works of Accepted Images, in any medium for any purpose. The Company shall have the sole right to determine the terms and conditions of any license of the Accepted Images except that any buyout or exclusive license extending beyond two years shall require Collection’s approval, not to be unreasonably withheld or delayed.

Exclusivity

Contributor shall not place any Accepted Image or Similar Image with any other stock photo agency or other third party for licensing, or make, or authorize or permit others to make, any direct licenses of any Accepted Image or Similar Image during the Term of this Agreement.

Similar Images

Similar Images are defined as Images of the same or similar subject matter, content, and composition that, when compared to an Accepted Image, appear to be substantially the same.

Ownership Retained

All Images submitted to the Company, including copyright thereto, shall remain the property of Contributor.

Use by Collection

Contributor may use any Accepted Images and any Similar Images for self-promotion, provided that such use does not limit the rights granted to the Company. Contributor may also use Accepted Images and any Similar Images for limited edition, signed and/or numbered fine art prints.

Marketing

The Company may reproduce, display and distribute Accepted Images in connection with the promotion and advertising of the Company’s services, without additional compensation to Contributor, including reproduction and display of low resolution “thumbnail” or equivalent versions of the Images on the Company’s Internet, Intranet, and/or World Wide Web site(s), or such other communications network hereafter created or devised, as well as in its print promotional and sales material, and those of the Company’s affiliates. In addition, Contributor shall provide, on Contributor’s website, a direct link to the Company’s website.

Waiver of Moral Rights

Contributor hereby waives all Moral Rights relating to Accepted Images. To the extent such waiver is not permitted by applicable law, Contributor agrees that Collection will not seek to enforce such moral rights against the Company, its distributors or its Agencies or its Clients.

SECTION 2 - TERM

2. Term

The Term of this Agreement shall be Five years commencing upon execution and shall be automatically renewed thereafter for additional successive one year periods unless terminated by either party upon not less than sixty (60) days written notice prior to the expiration of the term then in effect. The above notwithstanding, if Contributor does not make an initial submission of Contributor’s Images within 60 days of the effective date of this Agreement, the Company shall have the right to terminate this Agreement.

SECTION 3 - DELIVERY OF IMAGES

Method of Delivery

Contributor shall submit Images created by Contributor to the Company for review and acceptance by the Company, in digital form as specified in the company’s Technical Specifications Delivery Documents. All Accepted Images shall be stored in the Company’s digital library. The Company maintains the right to change the content delivery method at any time.

Deletion of Images

The Company shall have the right from time to time to delete any Accepted Images from its inventory which it determines, in its sole discretion, are no longer needed or are no longer desirable to retain and shall give written notice of same to Contributor. Rights granted herein to the Company as to any such deleted Accepted Images shall automatically revert to Contributor effective upon such deletion.

SECTION 4 - CAPTION INFORMATION

Mandatory Information regarding the “Images”

Contributor shall deliver with each Image all the information required by the Company, which shall include, without limitation, a caption describing what is shown on the Image and where it was taken, date of creation, person(s) in the Image, important keywords, and other relevant details of the Image. All Images submitted by Contributor shall be delivered pursuant to the Company’s technical submission requirements supplied to Contributor from time to time. Contributor assumes all responsibility for claims resulting from insufficient, inaccurate, or incorrect information provided by Contributor.

SECTION 5 - RELEASES

Releases

Contributor shall provide the Company with copies of original model and property releases and other necessary permissions for all released Images at the time of submission of the Images. Contributor shall make available to the Company original model and property releases and other necessary permissions as the Company deems necessary.

SECTION 6 - WARRANTIES OF Contributor

Warranties of Contributor

Contributor warrants and represents to the Company as follows: a) Contributor has the sole and exclusive unrestricted right to license such Images; b) the Images do not, and will not, infringe the copyright, trademark, right of privacy or publicity or violate the property interests of, and do not defame, any third party and do not contain any matter which violates any federal or state law or regulation; c) Contributor has the right to enter into this agreement and perform Contributor’s obligations hereunder; d) Contributor has obtained all necessary permissions to distribute the Images for licensing and has obtained, or will obtain, model and property releases for persons and private property depicted in the Images as so indicated; e) all captioned information provided by Contributor will be accurate; and f) Contributorn is not a party to any existing exclusive agreement with any other stock photo agency.

Limitation of Liability

The Company shall not be liable for (i) any punitive, indirect, consequential, special or incidental damages arising out of or in connection with this Agreement, even if it has been advised of the possibility of any such damages; (ii) misuse of any Accepted Image by any third party, and (iii) any loss or damage to any Accepted Images, digital files, storage devices or other materials submitted to the Company. Collection is required to

provide or maintain Collection’s own backup files for any Images submitted. Collection is strongly advised to obtain and maintain adequate insurance for protection of Images submitted to the Company.

SECTION 7 - OBLIGATIONS OF THE COMPANY

The Company shall use its commercially reasonable efforts to appropriately license the Accepted Images to maximize the prices consistent with good business practices; and the Company will process all Images according to its present or any subsequent indexing system. The Company will assign a unique Image reference number to each Accepted Image.

SECTION 8. COMPENSATION

License Fees

The Company shall retain Sixty 60% percent of all License Fees received by the Company’s offices and any other corporate offices for the licensing of Accepted Images, and shall remit the remaining 40% to the Contributor. Where Accepted Images are licensed by subagents, both the Company and the Contributor shall each receive respective License Fees received from the net of the subagent sale. The Company shall be entitled to its share of License Fees received after termination of this Agreement when the license was made, or the Accepted Images submitted to the client for consideration, prior to such termination, as well as on all re-use fees when the original license was granted by the Company.

For purposes of this Agreement, License Fees are defined as all revenues received by the Company from the licensing of Accepted Images but excluding foreign sub-agency fees.

The Company may deduct from License Fees adjustments for amounts Incurred in production of any images, taxes including VAT, reasonable currency conversion costs, bank charges, shipping and insurance charges, advertising sales, commissions, and reasonable legal fees and other expenses incurred in collection of accounts receivable not to exceed the amount of the receivable. These deductions shall be charged back to Contributor’s account, or invoiced to Contributor.

Statements shall be rendered to the Contributor on a monthly basis when sales exist. Such statements shall list all Accepted Images invoiced and paid during the previous month, less any deductions as provided for herein. The Company shall pay all monies shown to be due on such statements within 60 days of receipt of payment from the Client or Agency. The Company, at its discretion may withhold payment to Contributor unless a minimum of £500.00 is due.

SECTION 9 - TERMINATION OF AGREEMENT

Upon termination of this Agreement, the Company shall use reasonable commercial efforts to inactivate digital Accepted Images from its inventory within 60 days after such termination. The Company shall also request all sub-agents to inactivate digital Accepted Images from their inventory.

Extension of Term

The Company shall retain the exclusive licensing rights for an additional Three (3) years to any Accepted Image which is subject to a license agreement in effect with a client when this Agreement is terminated. This extension shall apply for such Clients only.

Unexpired License

Within 30 days after the expiration or termination of this Agreement, the Company will provide Contributor with a report detailing Accepted Images which are subject to any unexpired license, including the rights granted. Contributor shall not license or permit others to license any such Accepted Images or Similar Images which would conflict with any licenses included on such report. The Company shall have a one-time only right to renew each such license on substantially the same terms, provided that there is no break in the licensing period.

Termination for Breach

Either party may terminate this Agreement by giving written notice if the other party: (i) breaches any material term or condition of this Agreement and fails to remedy such breach within 30 days after being given such notice; or (ii) becomes insolvent or suffers any act of insolvency.

Payments after Termination

The Company shall invoice Clients for any license of Accepted Images made after the termination of this

Agreement when the license results from submission of Accepted Images prior to the effective date of Termination. Such licenses shall be reported to Contributor in the same manner as prior licenses and the Company shall receive all fees due to it as if the license was made prior to such termination.

SECTION 10 - INDEMNIFICATION

Claim

Each party agrees to indemnify (the “Indemnifying Party”) and hold the other party and its affiliates, officers,directors, employees, and agents (the “Indemnified Party”) harmless from and against any loss, liability,damage, costs or expense, including reasonable attorney’s fees, arising out of or in connection with any suit, proceeding, claim or demand or the settlement thereof, which may be brought or made against the Indemnified Party by any third party by reason of any material breach or alleged breach by the Indemnifying Party of any covenant, warranty, representation or obligation or any act or material omission of the Indemnifying Party under this Agreement. Prompt notice of any such suit, claim or demand brought or made against the Contributor or the Company shall be given to the Contributor or the Company respectively.

Defense

If any such suit, claim or demand is brought or made, the Indemnified Party may elect (i) to undertake the defense thereof, or (ii) to notify the other party to undertake such defense, and, in such case the other party may, at its own option, join in the defense. In all the foregoing events the cost and expense of any defense shall be borne by the Indemnifying Party, unless such suit, claim or demand arises solely out of an act or omission of the other party, in which case the cost and expense shall be borne by the other party.

SECTION 11 - INFRINGEMENT BY OTHERS

Infringement by Others

If, during the existence of this Agreement, the copyright, or any other right with respect to the Images, is infringed or violated by a third party, the Company may, but is not obligated to, at its own cost and expense, take such legal action, in Contributor’s name if necessary, as may be required to restrain such infringement, and to seek appropriate damages. Money damages recovered for an infringement, whether by settlement or judgment, shall be applied first toward repayment of the expenses of bringing and maintaining the action, and thereafter the balance shall be divided between Contributor and the Company at, 25% to Contributor and 75% to the Company. If the Company does not bring such an action, Contributor may do so in his own name and at his own cost and expense.

SECTION 12 - INDEPENDENT CONTRACTOR

Independent Contractor

The Contributor and the Company are independent contractors as to each other and neither shall be considered as an employee of the other.

SECTION 13 - MISCELLANEOUS

Binding Agreement

This Agreement shall be binding upon and shall inure to the benefit of the respective heirs, executors, administrators, successors and assigns of the parties.

Entire Agreement

This Agreement incorporates the entire understanding of the parties concerning the subject matter contained herein, supersedes any and all prior agreements and understandings, oral or written, and may not be

modified, amended or otherwise changed in any respect except by a separate writing signed by the party to be charged therewith.

Prevailing Law

This Agreement shall be construed in accordance with the laws of the United Kingdom, and any controversy arising hereunder shall be litigated solely in the County Courts jurisdiction of the United Kingdom. The parties each consent to the exclusive jurisdiction of the courts in United Kingdom and to service of process by certified mail, return receipt requested, or overnight courier with proof of delivery.

No Assignment

The parties may not assign this Agreement except that the Company may assign it to a parent, affiliate, or subsidiary company, or to a purchaser of all or a substantial portion of its assets.

Partial Invalidity

If any provision of this Agreement is determined to be invalid, the remainder of this Agreement will nevertheless be deemed valid and binding.

No Waiver

No waiver of any term or condition of this Agreement, or any breach of or any part of this Agreement, shall be deemed a waiver of any other term or condition of the Agreement or of any later breach of the Agreement. No such waiver shall be valid unless in writing and duly executed by the parties.

Legal Fees

In any action to enforce the terms of this Agreement, the prevailing party shall be entitled to recover its reasonable attorney’s fees, court costs, expert witness fees, investigation expenses and other similar litigation expenses.

Additional Documents

Each party shall execute and deliver any documents and perform all acts reasonably appropriate to carry out the provisions and intent of this Agreement.

Notices

All notices to be given hereunder by either party shall be in writing and shall be hand delivered, sent by certified or registered mail return receipt requested, or insured courier, or via confirmed email, to the other party at the respective addresses set forth herein, unless said addresses are changed by either party by a notice in writing to the other party. Notices are deemed given three business days following the date of mailing or upon actual receipt if hand delivered or delivered by courier or via email.

Surviving Provisions

Sections 1.9, 6, 10, 11, 12, of this Agreement shall survive the expiration or termination of this Agreement.

Personal Data Transfer

Information relating to Contributor or any other person that Contributor may provide to the Company may

be retained by the Company for a reasonable period, and may be stored, accessed, and used in jurisdictions whose privacy laws may be different and less protective than those of Contributor’s state or country. The Company may use this information in connection with its performance under this agreement, and may disclose this information to necessary third parties, such as service providers. These third parties will have no right to use such information for purposes unrelated to this Agreement. Any personal information Contributor provides may also be disclosed as part of any merger or sale of the Company or its assets, as well as in any insolvency, bankruptcy, or receivership proceedings. The Company also reserves the right to disclose any such information to respond to claims or protect the rights, property or safety of the Company and its affiliates and other such affected parties.

Execution in Counterparts and by Facsimile

The Agreement may be executed in counterparts, each of which will be deemed an original, but all of which taken together will constitute but one and the same instrument. The Agreement may be executed and delivered by electronic or digital signature and the parties agree that such execution and delivery will have the same force and effect as delivery of an original document with original signatures, and that each party may use such signatures as evidence of the execution and delivery of this Agreement by all parties to the same extent that an original signature could be used.