EXIKON RIGHTS MANAGED USAGE LICENCE AGREEMENT

THIS IS A LEGAL AGREEMENT BETWEEN YOU, THE LICENSEE, AND EXIKON PTY LTD, THE LICENSOR. 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 EXIKON 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 Australia's Federal "Copyright Act (1968)" or trademark, patent or other intellectual property rights, which is Licensed to You by Exikon under the terms of this Agreement.

b) "Order" means the computer-generated or pre-printed order accepted by Exikon that, (i) sets forth the specific areas of use for the Licensed Material selected, (ii) grants you the Reproduction rights chosen, (iii) sets forth limitations on the licence (if any) and, (iv) states the corresponding price(s) for the licence of such Licensed Material.
The Order 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 Exikon and You regarding the Licensed Material. All references to the Agreement shall include the Order. For Your convenience and reference the entire Agreement is reproduced in Your invoice which is available for viewing and download from Exikon's website as soon as Your order is processed.

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 Order, Exikon grants to You a nonexclusive non-sub-licensable, non-transferrable and non-assignable right to use and Reproduce the Licensed Material identified in the Order to the extent explicitly stated therein. Exikon further grants to You the right to have the Licensed Material Reproduced, solely to the extent explicitly stated in the Order, by subcontractors of You, provided that such subcontractors agree to abide by the restrictions of this Agreement. It is Your responsibility to make sure that any such subcontractors are aware of the rights and, if applicable, the concomitant restrictions.

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

c) Exikon 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 You 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 Order and this Agreement (i) may constitute an infringement of the proprietary rights of Exikon or a third party and (ii) may result in You 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 Exikon 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, You must accompany each such use with a statement that indicates that the person is a model and is used for illustrative purposes only. Exikon's grant of rights regarding use of Licensed Material on or in a product does not grant You 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 Exikon makes efforts to correctly caption the subject matter of the Licensed Material, Exikon 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

The following credit line must appear adjacent to any Licensed Material utilised in an editorial manner: Photographer's name/Exikon (or Subsidiary).

4. Copyright

No ownership or copyright in any Licensed Material shall pass to You by the issuance of the Licence contained in this Agreement. Except as expressly set forth in this Agreement, Exikon grants You no right or licence, express or implied, to the Licensed Material. You shall provide applicable copyright notice and/or protection. No copyright information shall be removed from any digital file.

Unless otherwise agreed to in writing, if any Licensed Material is reproduced by You or any subcontractors 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 Exikon, an additional fee equal to twenty percent (20%) of the original amount invoiced shall be payable to Exikon by You at Exikon's discretion. The foregoing fee shall be in addition to, and not in lieu of, any other rights or remedies that Exikon may have at law or in equity.

5. Warranty and Limitation of Liability.

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

a) Exikon warrants to You that the digital or analogue copy of the Licensed Material in the form downloaded by You or delivered by Exikon by any means to You 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 You, at Exikon's option.

b) Exikon represents and warrants to You 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 Agreement, 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 Exikon except where specifically stated in this Agreement, Exikon's website or other notice from Exikon;
4. A copy of any model or property release will be provided to You upon request so that You can satisfy Yourself as to the extent and validity of that release. You understand and agree 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 should that owner so request.
5. Exikon 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. You shall be solely responsible for such additional fees or payments. The foregoing representations and warranties apply only to the Licensed Material as delivered by Exikon when used in accordance with the terms of this Agreement and the uses expressly provided for in the Order.

c) EXCEPT AS EXPRESSLY SET FORTH IN SECTIONS 5(a) AND 5(b) ABOVE, EXIKON MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. EXIKON SHALL NOT BE LIABLE TO YOU 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 ORDER OR OTHERWISE, EVEN IF EXIKON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

6. Indemnification

a) Provided that You use the Licensed Material only as permitted under the terms of this Agreement and as specified on the Order, and are not otherwise in material breach of this Agreement, and subject to section 7, Exikon shall defend, indemnify and hold You harmless from all damages (except punitive damages), liabilities and expenses (including reasonable legal representatives' 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 You pursuant to and in accordance with this Agreement if it infringes on any of the following intellectual property or other rights of any third party:
1. Copyright infringement; and
2. 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 EXIKON'S ENTIRE INDEMNIFICATION OBLIGATION UNDER THIS AGREEMENT AND YOU'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 Exikon is required to commence legal proceedings against You or is of the reasonable belief that such proceedings are deemed necessary to enforce any of the terms and conditions of this Agreement, whether an action is filed or not, You shall indemnify and hold harmless Exikon for the reasonable legal fees and costs incurred by Exikon.

c) Where Exikon has communicated to You that model or property releases for Licensed Material have not been obtained by Exikon, You shall defend, indemnify and hold Exikon 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 You results in an infringement of the proprietary rights of any third party
1. Copyright infringement; and
2. 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

Exikon'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, You must give Exikon written notice within five (5) business days after receipt of notice of such lawsuit, claim or legal proceeding, whether threatened or initiated; (2) Exikon shall have the right, at its expense and in its sole discretion, to select and employ counsel to defend You against such lawsuit, claim or legal proceeding for which indemnification is sought; (3) Exikon 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) You agree to cooperate fully in defending any such lawsuit, claim or legal proceeding (including, without limitation, making available to Exikon such books and records as Exikon reasonably requests and making available Your employees, agents, officers and directors for depositions, consultations and otherwise when requested); (5) Exikon will not indemnify You for legal fees and other costs incurred prior to You giving notice to Exikon of the pending action for which indemnity is sought; and (6) Exikon will not indemnify You for the cost of any salaries, wages or benefits payable to Your personnel involved in any legal action for which indemnity is sought.

Upon receipt of Exikon's notice that Exikon chooses not to undertake to defend against or resist any lawsuit, claim or legal proceeding after receiving written notice from You, You 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 Exikon. You shall not take any action that incurs a cost to You or Exikon without Exikon's prior written permission.

8. Parties' Obligation

Upon notice from Exikon, or upon Your 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 Exikon may be liable herein, or if Exikon retires any Licensed Material for any reason, You will physically remove the Licensed Material from its network, if possible, and cease any future use at its own expense. Exikon shall provide You with comparable Licensed Material (which comparability will be determined by Exikon in its reasonable commercial judgment) free of charge, but subject to the other terms and conditions of this Agreement.

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

9. Electronic Storage

For all Licensed Material that You take delivery via download, You must provide the copyright symbol, the name of Exikon and the Licensed Material identification number as part of the electronic file. In addition, You may only use a single copy of the Licensed Material on a single computer. You 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 Order. Notwithstanding the foregoing, You shall be allowed to make one (1) backup copy for security reasons only. You 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, You shall promptly delete the Licensed Material from its computer or other electronic storage system.

10. Licence Cancellation Fee

a) If You request in writing to cancel this Agreement regarding the Licensing of Licensed Material that is not from Exikon's Film Collections within thirty (30) days of the date of downloading or otherwise taking delivery of the Licensed Material, Exikon may cancel this Agreement and issue a credit to Your account or credit card equal to one hundred percent (100%) of the Reproduction or licence fee.

b) If You request in writing to cancel this Agreement regarding the Licensing of Licensed Material from Exikon's Film Collections within thirty (30) days of the date of delivery of the Licensed Material, Exikon may cancel this Agreement and issue a credit to Your 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 order.

11. Overdue and Unpaid Invoices

a) If You fail to pay Exikon's invoice in full within thirty (30) days of the invoice date, Exikon shall add a service charge of one and one half percent (1.5 %) per month, or such lesser amount as is allowed by law, on any unpaid balance.

b) IF YOU FAIL TO PAY EXIKON'S INVOICE IN FULL WITHIN THIRTY (30) DAYS OF THE INVOICE DATE AND LICENSED MATERIAL HAS ALREADY BEEN USED, YOU MAY BE IN BREACH OF AUSTRALIA'S FEDERAL COPYRIGHT ACT (1968) AND IN BREACH OF THE TERMS OF THIS AGREEMENT.

12. Condition of Licensed Material

You should examine all Licensed Material for possible defects (whether digital or otherwise) before sending any Licensed Material for Reproduction. Exikon shall not be liable for any loss or damage suffered by You 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

You agrees to indemnify and hold Exikon (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 legal practitioners' fees, arising in any manner whatsoever from the unauthorised use of any Licensed Material or for Your 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 You pursuant to this Agreement, including but not limited to use in magazines, books, feature films, television productions, commercials and print advertisements ("Final Elements") You grants to Exikon the irrevocable, perpetual, royalty-free, non-exclusive right and licence to use Final Elements solely for the promotion of Exikon or any of its subsidiaries.

15. Right to Information

Exikon 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. Termination

Exikon shall be entitled by written notice to you to terminate this Licence Agreement and any of our rights hereunder if: (i) Exikon's Invoice is not paid in full within 30 days of its date; (ii) You are in breach of any material term of this Licence Agreement: (iii) a receiver has been appointed over all or a substantial part of Your assets and has not been discharged within 30 days after such appointment; and (iv) any legal processes entailed in the processes of bankruptcy or insolvency are commenced against You. Exikon may terminate the Licence with immediate effect upon written notice to you if Exikon is or reasonably believes that it will become subject to any material costs, including legal costs, damages, loss and/or liability howsoever arising as a result of or in connection with your use of Exikon's image(s).

17. 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 Exikon and You. No part of the content of Exikon's catalogues or other advertising materials shall form a part of this Agreement. No action of Exikon, 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 You, the terms of this Agreement shall govern.
This Agreement, its validity and effect, shall be interpreted under and governed by the laws of Australia 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 of the State of New South Wales and the Federal Court of Australia (as permitted by law) and each party agrees not to contest the personal jurisdiction of these courts.

EXIKON ROYALTY FREE END-USER LICENCE AGREEMENT

Introduction

Exikon's royalty free licence grants you a non-exclusive use of the selected image, images, CD or DVD ('Licensed Material') in as many projects as you like, for a single payment. On purchasing the licensed material, you are licensed to use it for many purposes including advertising, brochures, web sites, multimedia projects, books and magazines. Under Exikon's royalty free licence there are very few restrictions placed on how the Licensed Material you purchase may be used. Royalty Free pricing is based on image size and resolution.

THIS IS A LEGAL AGREEMENT BETWEEN YOU, ('THE LICENSEE'), AND EXIKON PTY LTD, ('THE LICENSOR'). YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. 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 EXIKON SALES REPRESENTATIVE.

If you are entering into this Agreement on behalf of your employer, the licence granted and restrictions and limitations in this Agreement apply to Your employer and to You as a representative of Your employer.

If You do not understand or are unclear as to your rights under this Agreement, or if you wish to license additional rights or add additional users not otherwise permitted agreement, please contact your Exikon sales representative.

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 Australia's Federal Copyright Act (1968) or trademark, patent or other intellectual property rights, which is Licensed to You by Exikon under the terms of this Agreement.

b) "Order" means the computer-generated or pre-printed order accepted by Exikon that, (i) sets forth the specific areas of use for the Licensed Material selected, (ii) grants you the Reproduction rights chosen, (iii) sets forth limitations on the licence (if any) and, (iv) states the corresponding price(s) for the licence of such Licensed Material. The Order 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 Exikon and You regarding the Licensed Material. All references to the Agreement shall include the Order. For Your convenience and reference the entire Agreement is reproduced in Your invoice which is available for viewing and download from Exikon's website as soon as Your order is processed.

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 order, Exikon grants to You a nonexclusive, non-sub-licensable, non-transferable and non-assignable right to use and reproduce the licensed material for any purpose.

b) Exikon 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 You must satisfy yourself that all the necessary rights or consents regarding any of the above, as may be required for Reproduction, have been obtained.

c) Use of Licensed Material in a manner not expressly authorised by the Order and this Agreement (i) may constitute an infringement of the proprietary rights of Exikon or a third party and (ii) may result in You 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 Exikon or a third party.

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

3. Copyright

No ownership or copyright in any Licensed Material shall pass to You by the issuance of the Licence contained in this Agreement. Except as expressly set forth in this Agreement, Exikon grants You no right or licence, express or implied, to the Licensed Material. No copyright information shall be removed from any digital file.

4. Warranty and Limitation of Liability.

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

a) Exikon warrants to You that the digital or analogue copy of the Licensed Material You have purchased 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 You, at Exikon's option.

b) Exikon represents and warrants to You that:
i. It has all the 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 Agreement, including the rights to licence the copyright in and to the Licensed Material on the terms and conditions set forth in this Agreement;
ii. The rights of Reproduction granted do not infringe on any copyrights to the Licensed Material or moral rights of any person or entity;
iii. All necessary model and property releases have been obtained by Exikon except where specifically stated in this Agreement, Exikon's website or other notice from Exikon;
iiii. Exikon 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. You shall be solely responsible for such additional fees or payments. The foregoing representations and warranties apply only to the Licensed Material as delivered by Exikon when used in accordance with the terms of this Agreement and the uses expressly provided for in the Order.

5. Licence Cancellation Fee

a) If You request in writing to cancel this Agreement regarding the licensing of Licensed Material from Exikon's library within thirty (30) days of the date of delivery of the Licensed Material, Exikon may cancel this Agreement and issue a credit to Your account or credit card which unless otherwise agreed in writing is equal to fifty percent (50%) of the Reproduction or licence fee.

b) Nothing in this Section shall apply to research and administration fees which shall be payable according to the terms stated on the order.

6. Overdue and Unpaid Invoices

If You fail to pay Exikon's invoice in full within thirty (30) days of the invoice date, Exikon shall add a service charge of one and one half percent (1.5 %) per month, or such lesser amount as is allowed by law, on any unpaid balance.

7. Condition of Licensed Material

You should examine all Licensed Material for possible defects (whether digital or otherwise) before sending any Licensed Material for Reproduction. Exikon shall not be liable for any loss or damage suffered by You 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.

8. Unauthorised Use of Licensed Material

You agree to indemnify and hold Exikon (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 legal fees, arising in any manner whatsoever from the unauthorised use of any Licensed Material or for Your breach of any of the terms of this Agreement.

9. Use of Licensed Materials in Final Elements

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

10. Right to Information

Exikon 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.

11. Termination

Exikon shall be entitled by written notice to you to terminate this Licence Agreement and any of our rights hereunder if: (i) Exikon's Invoice is not paid in full within 30 days of its date; (ii) You are in breach of any material term of this Licence Agreement: (iii) a receiver has been appointed over all or a substantial part of Your assets and has not been discharged within 30 days after such appointment; and (iv) any legal processes entailed in the processes of bankruptcy or insolvency are commenced against You. Exikon may terminate the Licence with immediate effect upon written notice to you if Exikon is or reasonably believes that it will become subject to any material costs, including legal costs, damages, loss and/or liability howsoever arising as a result of or in connection with your use of Exikon's image(s).

12. 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 Exikon and You. No part of the content of Exikon's catalogues or other advertising materials shall form a part of this Agreement. No action of Exikon, 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 You, the terms of this Agreement shall govern. This Agreement, its validity and effect, shall be interpreted under and governed by the laws of Australia 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 of the State of New South Wales and the Federal Court of Australia (as permitted by law) and each party agrees not to contest the personal jurisdiction of these courts.