LICENSE AGREEMENT

This License Agreement (the “Agreement”), is made and entered into by and between GeoNova Publishing, Inc. (hereinafter “GeoNova”) and you the end user (hereinafter “You”) (each a “Party” and collectively the “Parties”) for your use of GeoNova’s mages (as further defined below) contained in the library stored on GeoNova’s stockmaps.com Web site (the “Site”). YOU WILL BE REQUIRED TO CLICK TO INDICATE ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS AGREEMENT PRIOR TO PURCHASING A LICENSE FOR ANY IMAGES FROM THE SITE AND SUCH ACCEPTANCE WILL FORM A BINDING AGREEMENT BETWEEN YOU AND GEONOVA

IN THE EVENT YOU HAVE EXECUTED A SEPARATE WRITTEN AGREEMENT WITH GEONOVA (“SUPPLEMENTAL AGREEMENT”) SUCH SUPPLEMENTAL AGREEMENT WILL APPLY IN ADDITION TO THIS AGREEMENT. IF THERE IS A CONFLICT BETWEEN THE SUPPLEMENTAL AGREEMENT AND THIS AGREEMENT, THE SUPPLEMENTAL AGREEMENT WILL APPLY WITH RESPECT TO ANY CONFLICTING TERMS AND CONDITIONS.

1. DEFINITIONS

(a) “You” means the individual, company, or agent acting on behalf of a single individual or company who creates and publishes your own publications, or who is a designer or packager who creates publications for others to publish.

(b) “Royalty-Free Image” means any image or collection of images that GeoNova identifies as royalty-free.

(c) “Rights Managed Image” means any image or collection of images that GeoNova identifies as rights managed in writing.

(d) “Image” means any single image, whether a Royalty-Free Image or Rights Managed Image, and corresponding data provided by GeoNova through the Site.

(e) “Contributing Partner” means any third party from which GeoNova obtained an Image offered on the Site.

2. OWNERSHIP OF MATERIALS: The Images are owned or licensed by GeoNova or owned by its Contributing Partners and licensed to GeoNova for use and re-licensing, and are protected by copyright law and other laws governing intellectual property and proprietary rights. You shall not be granted right, title, or interest in any Image except those rights granted to You by this Agreement.

3. GRANT OF RIGHTS AND RESTRICTIONS:

3.1 Rights

(a) Royalty-Free Images – Subject to the restrictions set forth in Section 3.2, GeoNova grants You a perpetual, non-exclusive, non-transferable license to use the Image(s) in any (i) “Printed Materials” as part of editorial, promotional or packaging materials and materials intended for distribution which include Images in their design, but are not considered a Map Product or, (ii) “Digital Media” as part of broadcast video, websites, software, audiovisual, or CD-ROM products which include Images in their design, but are not considered a Map Product. Printed Materials and Digital Media are each individually referred to as “Products.” A “Map Product” shall be defined as any item, in printed, digital, or other form, that is a map, could reasonably be considered a map or an atlas, or for which maps make up 25% or more of the total content of the item.

(b) Rights Managed Images – Subject to the restrictions set forth in Section 3.2, GeoNova grants You a non-transferable license for use of the Image(s) strictly limited to the media, quantity, territory, size, duration, screen size, page location, number of insertions and other restrictions specified on the invoice provided to You by GeoNova. Such invoice will be generated by GeoNova based on the order submitted by You on the Site. Additionally You shall provide GeoNova with at least three (3) copies of each Product in which any of the Images appear.

3.2 Restrictions

(a) Images may be used only in “Printed Materials” and “Digital Media” Products that are not Map Products.

(b) You may not sell, transfer, sublicense, or assign the Image(s) or rights to the Image(s) except as a part of the completed Product and in accordance with this Agreement.

(c) If You will be using Images in Products that You create for others to publish (each a “Publisher”), before delivering or providing access of the Product to such Publisher, You must (i) identify such Publisher and related Product in a written notice to GeoNova; (ii) notify the Publisher of the copyright, trademark and commercial use restrictions contained in this Agreement; and (iii) if GeoNova requires, have the Publisher sign a document requested by GeoNova agreeing to abide by such restrictions.

(d) You may not use an Image in any way that could be considered unlawful, defamatory, pornographic, or obscene.

(e) You may not incorporate an Image into any logo, trademark, service mark, trade name or other similar tradedress, without GeoNova’s prior written consent.

(f) In the following instances You must sign a separate License Agreement and pay a separate license fee for a commercial license from GeoNova to use an Image.

• In order to use the Image(s) in a format that promotes multiple download including but not limited to e-cards, webpage templates and software.
• In order to use the Image(s) in a Map Product.
• In order to use the Image(s) in electronic mobile devices including but not limited to mobile phones, PDAs, and GPS units.

4. CREDIT: When You reproduce an Image in a Product or other manner You must include the following credit adjacent to the Image in the same manner, and at least as prominently, as any other proprietary notices in the Product: © stockmaps.com/GeoNova Publishing, Inc. or © {Name of Contributing Partner}/stockmaps.com/GeoNova Publishing, Inc., or such other credit as the Image(s) You download bears. Where practical, You must use a separate credit for each Image which appears in a Product or other manner, even if it is the same Image re-appearing in the same Product.

5. LICENSE CANCELATION FEE: If You request in writing to cancel this Agreement within thirty (30) days of the receipt of the Image(s) from GeoNova and have not used the Image(s), GeoNova will credit You up to 100% of the license fee minus a transaction fee that will be charged at GeoNova’s then-current rate.

6. WARRANTY DISCLAIMER: While GeoNova uses industry standard efforts to assure that the Images are free from possible defects (whether digital or otherwise), viruses, worms, etc., the Images are licensed to You AS IS, and You are responsible for examining and assuring that the Images are free from possible defects (whether digital or otherwise), viruses, worms, etc. before You download, save, use, transmit them to others, etc. IN ADDITION, NEITHER GEONOVA NOR ANY CONTRIBUTING PARTNER MAKES ANY WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE IMAGES INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

7. LIMITATION OF LIABILITY: UNDER NO CIRCUMSTANCES SHALL GEONOVA BE LIABLE TO YOU OR A PUBLISHER OR ANY OTHER PERSON OR ENTITY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES, ARISING FROM BREACH OF THIS AGREEMENT, THE USE OF OR INABILITY TO USE THE IMAGE(S) OR ANY OTHER PROVISION OF THIS AGREEMENT, SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS (COLLECTIVELY, “DISCLAIMED DAMAGES”).

NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, IN NO INSTANCE SHALL GEONOVA’S LIABILITY HEREUNDER EXCEED THE AMOUNT OF LICENSE FEES PAID TO GEONOVA FOR THE IMAGE(S) RELATED TO THE CLAIM GIVING RISE TO LIABILITY. CONTRIBUTING PARTNERS SHALL HAVE NO LIABILITY UNDER THIS AGREEMENT.

8. EXCLUSIVE REMEDIES: THE INFORMATION CONTAINED IN THE IMAGES IS DERIVED FROM ORIGINAL AND A VARIETY OF THIRD PARTY SOURCES. GEONOVA ASSUMES NO RESPONSIBILITY FOR INCONSISTENCIES OR INACCURACIES IN THE DATA USED TO CREATE THE IMAGES, NOR LIABILITY FOR ANY DAMAGES OF ANY TYPE ARISING FROM ERRORS OR OMISSIONS, CLAIMS OF INFRINGEMENTS, ACCIDENT, INJURY, DEATH, OR ANY OTHER CLAIM, WHETHER FROM YOU OR A THIRD PARTY. IN THE EVENT ANY PORTION OF THE IMAGE(S) CONTAINS A DEFECT, OR IN THE EVENT ANY OTHER CLAIM ARISES UNDER THIS AGREEMENT, GEONOVA’S SOLE LIABILITY WILL BE TO FURNISH A REPLACEMENT IMAGE(S), IF AVAILABLE. YOU SHALL IMPLEMENT AND REQUIRE YOUR PUBLISHERS TO IMPLEMENT ANY REPLACEMENT IMAGES PROVIDED BY GEONOVA. GEONOVA SHALL NOT BE LIABLE TO THIRD PARTIES ON ANY BASIS, OR FOR ANY CLAIMS, ARISING OUT OF MATTERS COVERED BY THIS AGREEMENT.

9. GOVERNING LAW: THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA, EXCLUDING ITS CONFLICTS OF LAWS PROVISIONS. BOTH PARTIES AGREE THAT PROPER JURISDICTION TO HEAR ANY DISPUTE HEREUNDER SHALL RESIDE ONLY IN THE FEDERAL AND STATE COURTS SITTING IN THE COMMONWEALTH OF PENNSYLVANIA.

10, TERM AND TERMINATION: This Agreement will terminate automatically if You fail to comply with any term or condition of this Agreement. Upon termination You must cease use and publication of the Image(s). However, except for termination due to Sections 3 and 5 and failure to pay License Fees, You or a Publisher may continue to use Royalty-Free Images incorporated into Products which have already been created and published in perpetuity, provided Royalty-Free Images from such Products are not used to create or are not published in new Products.

11. SEVERABILITY: If any provision of this Agreement shall be declared illegal, void or unenforceable, it shall be deemed severed from this Agreement and the remaining provisions shall continue in full force and effect.

12. HEADINGS: The captions and headings used in this Agreement are inserted for convenience and reference only and shall not affect the meaning or interpretation of this Agreement.

13. SURVIVAL: Sections 2, 3 (as provided herein), 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, and 14 and any provision that expressly states that it shall survive or which by its nature must survive, shall survive the completion, expiration, termination or cancellation of this Agreement.

14. ACKNOWLEDGMENT: BY CLICKING ON THE “ACCEPT” BUTTON YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER AGREE THAT THIS AGREEMENT CONSTITUTES THE SOLE AND ENTIRE AGREEMENT BETWEEN YOU AND GEONOVA WHICH SUPERSEDES ANY PRIOR AGREEMENT, WRITTEN OR ORAL COMMUNICATION AND ANY OTHER COMMUNICATION BETWEEN YOU AND GEONOVA REGARDING THE SUBJECT OF THIS AGREEMENT.