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CUSTOM MEDICAL STOCK PHOTO, INC.
CUSTOM MEDICAL STOCK PHOTO (CMSP) TERMS OF SUBMISSION AND REPRODUCTION CONTRACT FOR ROYALTY FREE IMAGES

BY USING AND LICENSING IMAGES AT OUR WEBSITE OR RECEIVING IMAGES, YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS FOR ROYALTY FREE IMAGES WHERE APPLICABLE FOR EACH PRODUCT. IF YOU DO NOT AGREE TO THE TERMS OF SUBMISSION AND REPRODUCTION, DO NOT COMPLETE ANY TRANSACTIONS, DISCONTINUE USING THIS WEBSITE.

1. LIMITATION ON RIGHTS GRANTED: ROYALTY-FREE IMAGES This agreement by CMSP grants you a limited non-exclusive, non-transferable right to use CMSP ROYALTY-FREE IMAGES only for specific permitted uses where the image can be used within a project but not become a product. Licensee has the non-exclusive, non-transferable, non sublicensable right to Reproduce the Licensed Material identified in the Invoice an unlimited number of times in any and all media. All modifications and alterations of these digital images are considered derivative works. Any derivative works created from digital images on this disc may not be copyrighted by you or the end-user client, and are hereby assigned to CMSP and may only be used as permitted in accordance with this license agreement. If requested, you agree to execute a written assignment of any such copyrights with respect to the derivative work. Licensee's rights to the Royalty Free Licensed Material are worldwide and perpetual and are governed by the same instance of restricting derivative works as indicated above.

2. RESPONSIBILITY FOR USE AND INDEMNIFICATION: No model releases exist on any Royalty Free Images unless so specified in writing, indicated on an image preview page or indicated in CMSP database. Recipient shall not permit Royalty-Free Images supplied by CMSP to be used in any manner that is defamatory, pornographic, obscene, or contrary to any law, or for diagnosis whether directly or in context or juxtaposition with specific subject matter, to the healthcare and/or biomedicine industry or in general. Recipient agrees to review image use with it's technical staff or client before licensing or using images and to indemnify and hold CMSP and it's artists harmless against all claims, liabilities, damages costs and expenses, including reasonable attorney's fees, arising out the use of the Image or any breach of this Agreement. . Research to correctly caption the subject matter of the Licensed Material is performed with diligence, however, Custom Medical Stock Photo, Inc. does not warrant the accuracy of such information.

3. ASSIGNABILITY: Granted reproduction rights for Royalty Free images are personal and may not be assigned, nor may any Image submitted to Recipient be loaned or transferred to third parties without written consent from CMSP. Licensee may not post the Licensed Material online in a downloadable format on any website, ftp site or photo sharing site or enable it to be distributed via mobile telephone devices.

4. AVAILABILITY OF IMAGES: Due to the volume of materials processed daily by CMSP, CMSP is unable to verify that all Images are available for delivery, reproduction or reuse. Recipient must inform CMSP in writing as to which Images it wishes to license or purchase copyright. In the event that CMSP advises Recipient that an Image is available for use when it is not, the limit of the CMSP liability shall be no more than the amount that Recipient paid CMSP for use.

5. SALES: ALL SALES CONDUCTED THROUGH THE mediaMD.com / CMSP SITES ARE FINAL.

6. ARBITRATION: A material part of this Agreement is the agreement to arbitrate. Any dispute in connection with these terms, including their validity, interpretation, performance or breach, with the exception of copyright claims, shall be arbitrated in Chicago, Illinois pursuant to rule of the American Arbitration Association and the laws of the State of Illinois. Judgment on the arbitration award may be entered in the highest Federal or State Court having jurisdiction. Any dispute involving $3,000 USD or less may be submitted without arbitration to any court having jurisdiction thereof. Recipient shall pay all arbitration and court cost, reasonable attorney's fees plus legal interest on any award or judgment. Recipient agrees to pay as liquidated damage, twenty-five percent (25%) of the amount awarded as reimbursement for reasonable legal fees. Copyright claims shall be brought in the federal district court for the Northern District, Eastern Division of Illinois. If CMSP is obligated to go to court rather than arbitration, to enforce rights or collect fees, Recipient agrees to reimburse CMSP for legal fees and disbursements, if successful.

7. EXCLUSIVE REMEDY: a. The CMSP limitation of liability and your exclusive remedy will be a replacement image within 90 [ninety] days of purchase with a copy of your receipt to CMSP or to a dealer authorized by CMSP if there are defects in workmanship or defects in materials under normal use.

b. CMSP reserves the right to discontinue the use of any digital image for any reason.

8. WAIVER: No action of Custom Medical Stock Photo, Inc., other than express written waiver, may be construed as a waiver of any provision 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 rights or remedies on any other occasion.

9. ENTIRE CONTRACT: You acknowledge that you have read this agreement and agree to be bound by the terms. This agreement represents the entire agreement between us and supercedes any prior agreement whether written or oral.

10 Controlling Law. This Agreement shall be interpreted, construed and governed by the laws of the State of Illinois, U.S.A. Any dispute, controversy or claim between the parties arising out of or related to this Agreement, or the breach, termination or invalidity hereof shall be settled by binding arbitration to be held in Chicago, IL, U.S.A., pursuant to the then current rules of the American Arbitration Association (“AAA”). The parties agree that one arbitrator shall be selected for the proceeding, utilizing the AAA’s normal rules and procedures for arbitrator selection.

Custom Medical Online The Custom Medical Building 3660 W. Irving Park Road,
Chicago, Illinois 60618-4132 USA (773) 267-3100 fax: (773) 267-6071