TERMS AND CONDITIONS

This License Agreement (Agreement) is between you (including your directors, employees, officers, contractors, agents, principals, or any related body corporate or affiliate) (You) and Tom Mackie Images Ltd. (TMI) of 1b Eaton Road, Norwich, Norfolk, NR4 6PY, England. Please read the Agreement below and indicate your acceptance of these terms and conditions by clicking on the "I Accept" button at the end of the Agreement. By using this service You are agreeing to be bound by this Agreement as at the date on which you download any image (Image) displayed on the TMI website for the purpose of licensing the Image.

By clicking on the "I Agree" button, and using this service and any Image, You are indicating that You are at least 18 years old, and agree to be bound by all terms of this Agreement. You may print and keep a copy of this Agreement. TMI may change the terms of this Agreement at any time and without notice. When the terms have been changed TMI will notify You by on-line posting at TMI's website. If You do not agree to be bound by the terms of this Agreement You should click on the "I Decline" button at the end of this Agreement. In that case, you are not permitted to download or license any Image.

License: TMI grants you a license to reproduce the Image solely for the purpose specified in the Invoice after an agreement has been reached between You and TMI. The Image may not be used for a purpose other than the specified purpose without the prior written consent of TMI. Except for the license granted in this Agreement, You have no right, title or interest in any of the Images. Unless agreed by TMI in writing, no modifications may be made to any of the Images, except for colour correction, removal of minor imperfections and moderate cropping. All rights not expressly granted in this Agreement are reserved by TMI. You must pay the fee for the specified purpose (Licence Fee) either at the time of downloading the Image, or in accordance with the payment terms specified in the Invoice.

Use of Images: You agree not to use any of the Images in a manner, which would contravene any law of any country in which any of the Images are to be published, including laws of defamation, obscenity, blasphemy and laws protecting rights of privacy and intellectual property. You agree to comply with all reasonable requests by TMI to withdraw any of the Images from publication for reason of potential illegality or legal liability. You must inform TMI promptly of any claim of legal liability concerning the use of any of the Images. Except as provided in this Agreement, TMI logos and names may not be used in any way without the prior written permission of TMI.

Attribution of Images: In any editorial use of an Image in any medium, You must include a credit, or procure a credit, next to each Image in the form specified in the Invoice. Before publication of an Image (or where impractical, as soon after publication as is reasonably possible), You must provide TMI with two copies of any publication or document in which an Image is included. If this is not feasible due to the nature of or the medium of publication, you must inform TMI of this.

Electronic Storage of Images: An Image must not be duplicated, scanned or electronically retained except as necessary for the purpose specified in the Invoice. In addition, you may only use or retain a single copy of an Image on a single computer. You may only download a high resolution Image onto one computer hard drive or other computer medium and may not otherwise make, use or distribute copies of the Image for any purpose. You may not store the Image on any image storage jukebox, network configuration or similar computer network arrangement.

Provision of transparencies: If original transparencies of Images are supplied to You by TMI, you will be responsible for any loss or damage to those transparencies. You agree to pay TMI BGP £750 per transparency for lost or damaged transparencies.

Warranty: TMI warrants that the copy of the Image downloaded by You will be free from defects in material and workmanship for 30 days. The sole and exclusive remedy for a breach of this warranty is the replacement of the Image or a refund of the Licence Fee, at TMI's option. Other than as stated in this Agreement, You acknowledge that the Image is supplied "as is" and that TMI has not made, and that no person acting on behalf of TMI has made, any other representation as to the Image's merchantability, or suitability for any particular purpose. To the maximum extent permitted by law, all terms and warranties expressed or implied by any legislation, the common law, equity, trade, custom or usage or otherwise in relation to the license of the Image are expressly excluded.

Releases and Licences: Unless TMI specifically states on its website or the Invoice that TMI has secured a relevant release or license, in respect of a particular Image, to allow downloading and reproduction of the Image, TMI does not make any representation or warranty with respect to the use of names, likenesses, trademarks, logos, uniforms, buildings, signs, registered or copyrighted designs, or works of art depicted in an Image. You are responsible for ensuring that all necessary rights, consents, licenses or permissions that may be required are obtained prior to publication, reproduction or other use of an Image, except only for those releases or licenses that TMI has specifically stated on its website or the Invoice to have been secured. You indemnify TMI and hold it harmless against any liability, damage, cost or expense arising out of or in connection with any failure on Your part to obtain any necessary rights, consents, licenses or permissions.

Infringement of Copyright: You must notify TMI of any activity of anyone of which you become aware, which infringes, or may infringe, the copyright in any Image. If there is infringement of copyright in any Image, You agree to provide assistance to TMI as reasonably required by TMI, including being joined in any proceeding at TMI's expense. If TMI takes legal proceedings at its own expense, TMI will be entitled to retain the entire proceeds recovered in those proceedings, including any sums ordered to be due to You. TMI will be under no obligation to take any action in the event of infringement.

No Liability: To the maximum extent permitted by law, TMI will not be liable to You in any way for loss or damages of any kind, including (without limitation) any consequential, special, indirect or direct damages, loss of data, or loss of profits in any way connected with or arising out of this Agreement, including (without limitation) TMI's negligence, wilful act or default or any computer virus contained in an Image. This limitation of liability applies even if MPI has been informed of the possibility of such damages, or the damages may reasonably be supposed to have been in the contemplation of TMI and You at the date of this Agreement as a probable result of any act or omission.

Termination: In event of breach by You of this Agreement, TMI will give you 30 days written notice (notice period) to rectify the breach. This Agreement will automatically terminate upon the expiry of the notice period if You have not rectified the breach. Upon termination or expiration of this Agreement for any reason (i) all rights granted to You will automatically revert to TMI; (ii) You must immediately cease any use of the Images and must delete the Images and all copies of them from all electronic and or magnetic media and destroy all other copies of the Images, or upon request by TMI, return all those copies to TMI; and (iii) You must immediately return to TMI any original transparencies provided to You.

Retention of Image: Unless otherwise agreed by TMI, any Image must be deleted from all electronic and removable media and any other copies of the Image must be destroyed no more than 60 days from the date on which the Image is downloaded. Until You delete or otherwise destroy all copies of the Image, You must ensure that any identification number and copyright information included with the Image is retained.

Assignment: You may not assign, licence or transfer any rights granted to You or any of Your obligations under this Agreement without the express written permission of TMI.

Enforceability: If any provision of this Agreement is held unenforceable, that provision will be deleted only to the extent necessary, and the other provisions of this Agreement will remain in full force and effect.

No Waiver: No failure to exercise or any delay in exercising any right, power or remedy by a party operates as a waiver. A single or partial exercise of any right, power or remedy does not preclude any other or further exercise of that or any other right, power or remedy. A waiver is not valid or binding on the party granting the waiver unless it is made in writing.

Entire Agreement: This Agreement contains the entire agreement between the parties relating to Your use of the Image and supersedes any previous agreement concerning use of the Image between the parties, including any oral agreement.

Governing Law: This Agreement will be interpreted, construed and governed by or in accordance with English law.

IMPORTANT-YOU ARE AGREEING TO PURCHASE HIGH RESOLUTION IMAGE(S). LOW RESOLUTION IMAGES ARE AVAILABLE FOR COMPS FREE OF CHARGE.