TERMS AND CONDITIONS OF USE OF IMAGES

1. In these terms and conditions the following definitions apply:

1.1 The Client means the party identified as the client in this document, subject to clause 15.

1.2 Defined End User means the specific product, service or entity that is being promoted by the use of the image.

During the purchase process of an image, the identity of specific "end user" of the image will be asked for. If you are an ad agency or graphic designer working on a project for a specific client, it is that client and/or the specific product or service they are promoting who is the "end user" of the image.

After licensing a Non Exclusive Rights image the specific designated end-user may only use the image as per the agreed usage license. Non-other except the designated end-user is authorised to use the licensed image.

1.3 Proper identification of the Defined End User is an important term of this Agreement. No rights are granted until the Defined End User is identified to STS. STS reserves the right to revoke this License Agreement at any time if, in STS'S sole discretion, the Defined End User has not been identified properly .

1.4 STS means STSimages.

1.5 Invoice cum License is a document issued by STS to the Client granting limited reproduction rights in specified Images.

1.6 Image means any visual representation of an object, person or phenomenon, whether generated optically, electronically, digitally or by other means, that is stored or displayed in tangible or intangible form in any medium whether now known or to be invented or that is transmitted in intangible form (whether by a telecommunications system, or any other electronic, magnetic, optical, or other form of intangible information transmission), including without limitation an artistic work, a photograph, a film, a transparency, photographic composite, negative, designs, illustration, video, print, artwork, painting, montage, drawing or engraving, which STS may offer for the purposes of reproduction.

1.7 Reproduction means any form of copying or publication of the whole or part of any Image whether by printing, photography, slide projection (whether or not to an audience), xerography, artist's reference, artist's illustration, layout or presentation, electronic, digital or mechanical means or by any other means, and the Reproduced shall be construed accordingly.

1.8 EULA means End User License Agreement and any image belonging to the Radius RF collection will be governed by the Radius EULA and by accepting these STS Terms & Conditions the Client also agrees to accept the attached Radius EULA for use of any Radius RF image/s.

1.9 These Terms means the terms and conditions set out in this document.

2. The Client shall pay STS a non-refundable service fee to cover costs of research, administration and despatch of the Images (including without limitation the costs of storing any Image on any Storage Medium and providing any storage Medium to the Client) on each submission and re-submission of Images and / or Storage Media whether or not Reproduction rights are required or granted.

3. The Client shall inform STS of the intended use of Rights Managed Image/s, and if STS in its discretion agrees to such use, STS and the Client shall attempt to agree a fee for such use. Until a fee for Reproduction has been agreed by STS and the Client and STS has issued its Licence to Use and its corresponding invoice for the Reproduction fee, neither party is committed to grant or to acquire any Reproduction rights in any Image. Thereafter the Client shall be liable to pay such invoice regardless of whether it exercises any Reproduction rights. If prior to any Reproduction and within 30 days of the date of its issues the Client requests cancellation of the Licence to Use in writing, STS may at its discretion cancel subject to the Client paying a cancellation fee of 75% of the Reproduction fee.

3a. When hiring Royalty Free images the Client has the non-exclusive, non-transferable, non-sub licensable perpetual right to Reproduce the Licensed Material identified in the Invoice an unlimited number of times in any media for their own use. Client is liable to pay 100% License Fee for any order cancellation of Royalty Free images.

4. The Client has the right to Reproduce an Image only when STS's invoice relating to the License to Use in respect of such rights is fully paid.

4.1 Reproduction rights granted are strictly limited to the use, medium, period of time and territory specified on STS's Licence to Use and are non-exclusive unless the contrary is expressly stated in the License to Use. STS's Licence to Use an Image on or in a product does not include the right to use that Image in any manner, directly or indirectly (such as in any photograph or illustration of such product) in an advertisement for the product, unless such right is specifically granted.

4.2 The Client may (unless the contrary is stated on the Licence to use) make minor retouches, alterations, enhancements or additions to or deletions from any Image (such as altering contrast, colour or density; retouching; addition of minor components; increasing or diminishing the importance or impact of individual features; removal of distracting and/or irrelevant details; softening; simplifying and extending background; improvement of skin tones) but may not otherwise retouch, alter, manipulate, add to, delete from or enhance any Image by electronic or other means, or Reproduce any Image which has been so retouched, altered, manipulated, added to, deleted from or enhanced, without the prior written consent of STS.

4.3 Any Reproduction rights are granted by way of license only and no partial or other assignment of copyright should be implied. Reproduction rights granted may not be assigned or sub-licensed.

4.4 Any use of Licensed Material in a manner not expressly authorized by this Agreement or in breach of a term of this Agreement constitutes copyright infringement, entitling STS to exercise all rights and remedies available to it under copyright laws around the world. Licensee shall be responsible for any damages resulting from any such copyright infringement, including any claims by a third party. In addition and without prejudice to STS's other remedies under this Agreement, STS reserves the right to charge and Licensee agrees to pay Rs 1,00,000/- or a fee equal to five times of STS's normal Hiring Charges whichever is higher.

4.5 No Image of a person well known to the general public or of any person engaged in a competitive sport may be used in a manner which can be reasonably construed as the said person's endorsement of a product or service, nor may any Image be used in a manner which can be reasonably construed as derogatory, libellous, defamatory or slanderous of any person depicted in it without STS's consent in writing.

5. STS may at time upon reasonable notice inspect any books and records relating to the Reproduction of Images, and the Client's computer and telecommunications system, to ensure that the Images are being used only in accordance with the Reproduction rights granted to the Client, and the Client shall give such access to STS to its premises, books and records and, computer and telecommunications systems as STS shall require for such purpose.

6. If any of STS's invoices is not paid in full within 30 days of the invoice date, STS may charge interest on the overdue payment at a rate of 3% per month and or may rescind its License to Use and recover damages. In either event, the Client shall on request pay all costs and charges reasonably incurred in recovering any damages or overdue sums.

7. Unless otherwise agreed in writing by STS, the Client shall ensure that all Images used in Editorial form are Reproduced with the credit line © STSimages.com or as per specific Credit details supplied along with the Image/s.

7.1 Two proofs of any publication or the relevant pages thereof containing any Images, or two samples of any product on which Images are Reproduced, are to be furnished to STS by the Client free of charge within two weeks of publication or distribution.

8. No warranty is given by STS as to the existence or validity of model or other releases in respect of any Image. STS shall not be liable for the absence of such a release or for any defect in any existing releases.

8.1 STS does not warrant that consents to the use of names, trade marks, registered, unregistered or copyright designs or works of art depicted in any Image or waivers of any moral rights have been obtained and the Client must satisfy himself that all the necessary rights, consents and waivers as may be required for Reproduction are obtained.

8.2 STS gives no warranty as to the accuracy of any description of Image and the identification of persons appearing in them and shall not be liable to the Client for any inaccuracies.

8.3 The Client shall indemnify STS in respect of any claims, damages or loss or any costs arising in any manner from the use of any Images which have been reproduced without effective releases, rights, consents or waivers of the kind referred to in Clauses 8.1 or from the use of any Image in a manner described in Clause 4.4 (notwithstanding that the Client may have obtained the consent of STS to such use).

8.4 The Client shall indemnify STS in respect of any claims or damages or loss or any costs arising in any manner whatsoever from the unauthorised use of any Image supplied to the Client by STS. Where a third party Reproduces any Image loaned to the Client, the Client shall without prejudice to this indemnity pay STS all the fees which that third party would be liable to pay STS had the third party borrowed and Reproduced the Image pursuant to these Terms.

8.5 STS shall not be liable for any loss or damage suffered by the Client or by any third party arising from any defect in any Image or its caption or in any way from its Reproduction.

8.6 STS is not liable for any indirect or consequential losses or expenses suffered by the Client, howsoever caused, and including, without limitation, loss of anticipated profits, goodwill, reputation, business receipts or contracts, or losses or expenses resulting from third party claims.

8.7 STS's absolute liability to the Client, whether for negligence, breach of contract, misrepresentation or otherwise should in no circumstances exceed the aggregate fees paid by the Client to STS in respect of the Image/s which gave rise to such liability.

8.8 STS's prices are determined on the basis of the limits of liability and the indemnities set out in Clauses 8.1-8.7 inclusive.

9. STS shall be entitled to terminate this Agreement (including any rights set out in the Invoice Cum License) with immediate effect by notice in writing if the Client is in breach of any of Clauses 4.1-4.5 inclusive, or is in material breach of any other Clause of these Terms and fails to remedy the breach within 7 days of receipt of such notice, or if Client becomes insolvent, has a receiver appointed over any of its assets, is the subject of an administration order, enters into any arrangements with its creditors or goes bankrupt. Termination does not affect the accrued rights and obligations of STS and the Client at the date of termination. On termination, the Client shall forthwith delete any electronic or other intangible copies of Images from its computer and telecommunications systems.

10. If any use of the Images shall give rise to publication right or to any similar rights in India or in any other country those rights shall belong exclusively to STS. The Client shall do all such things and shall procure that any third parties in whom such rights may otherwise vest do all such things (including executing assignments) as are required to vest ownership of all such rights exclusively in STS.

11. Any notice hereunder shall be deemed to have been duly given if delivered by hand or sent by post, fax or email to the party concerned at its last known address. Notices sent by post shall be deemed to have been given two days after dispatch and notices delivered by hand or sent by fax and email shall be deemed to have been given on the date of dispatch.

12. The failure to exercise or delay in exercising a right or remedy provided by these Terms or by law does not constitute a waiver of the right or remedy or a waiver of other rights and remedies.

13. The invalidity, illegibility or unenforceability of a provision of these Terms does not affect or impair the continuation in force of the remainder of these Terms.

14. These Terms apply to all orders, supplies and Reproductions of Images and shall apply in place of and prevail over any terms and conditions contained or referred to in the Client's order or correspondence or elsewhere or implied by trade practice or course of dealing.

15. Client means the party who purchases the license on behalf of the Defined End User. The Client may be any firm, freelancer, employee, or any other party contracted by the Defined End User. In some cases, the Client may be the same as the Defined End User. If the Client is NOT the same as the Defined End User, the Client acts as an agent for the Defined End User, and both parties are bound by these Terms.

16. No variation of any of these Terms shall be effective unless agreed in writing by STS and the Client.