IMAGE REPRODUCTION AND DISTRIBUTION RIGHTS LICENSE AGREEMENT.

THIS DOCUMENT CONSTITUTES A LEGAL AGREEMENT BETWEEN YOU AND ACI AGENCIA DE FOTOGRAFIA, S.L. PLEASE READ IT CAREFULLY BEFORE DOWNLOADING AND/OR USING ANY COPYRIGHTED IMAGES FROM THIS WEBSITE. BY DOING SO YOU ARE AGREEING TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.
IF YOU DO NOT AGREE TO THE TERMS HEREIN, PLEASE DO NOT DOWNLOAD ANY IMAGES FROM THIS WEBSITE.
IF YOU ARE ACCEPTING THE TERMS AND CONDITIONS OF THIS AGREEMENT ON BEHALF OF ANOTHER COMPANY (YOUR CUSTOMER OR PRINCIPAL), THIS AGREEMENT AND LIMITATIONS SHALL ALSO APPLY TO SUCH OTHER COMPANY.
ALL RIGHTS NOT EXPRESSLY GRANTED TO YOU UNDER THIS LICENSE AGREEMENT ARE RESERVED. THE RIGHT TO USE THE COPYRIGHTED IMAGES IS SUBJECT TO PAYMENT OF THE APPLICABLE LICENSE FEE AND THE LIMITATIONS CONTAINED IN THIS AGREEMENT.
ALL IMAGES ON THIS SITE ARE PROTECTED BY INTERNATIONAL COPYRIGHT AGREEMENTS.
EXPRESSLY EXCLUDES, AND YOU ACCEPT, THE APPLICATION OF ARTICLES 27 AND 28 OF LAW 34/2002 OF 11 JULY ON INFORMATION SOCIETY AND ELECTRONIC COMMERCE SERVICES.
PLEASE ALSO REFER TO THE PRIVACY POLICY OF THIS WEBSITE, WHICH FORMS AN INTEGRAL PART OF THIS LICENSE AGREEMENT FOR EXPLOITATION RIGHTS.
Definitions:

In this contract the following terms shall have the meaning indicated:

Client: The natural and/or legal person who orders the artwork and to whom this licence is granted, if applicable, unless they act in the name and on behalf of an end customer who will be the beneficiary of this licence. In any case, the minimum information that must appear on the delivery note and/or in the budget for the Graphic Material and, always, in the Invoice are the company name or trade name and sector of activity. In any event, any reference in this document to the Customer shall be deemed to be a reference, where applicable, also to the End Customer, who shall be jointly and severally liable with the Customer for all obligations under the Agreement.
Contract: This document contains the general conditions of the license plus the specific conditions contained in the Invoice, as well as any other document signed by the Licensor and the Client in relation to the Artwork.
Distribution: The making available to the public of the medium and/or its copies on which the Artwork has been reproduced
Invoice: The invoice issued by the Licensor stating the particular conditions of the reproduction and distribution rights license, including, but not limited to, the type of exploitation within each right, the territory, duration or number of editions, language, as well as the fee for the license and the method of payment.
Licensor: Agency and/or Photographic Archive that delivers the Graphic Material and, if applicable, grants the present License of use.
Graphic Material: Photographic Works or mere photographs or other works made by analogous procedures incorporated into any tangible or intangible support that are submitted by Licensor for selection and, where applicable, subject to the terms and conditions of this license of use, reproduction and distribution by the Client.
Reproduction: The direct or indirect fixation in any medium and in any form of Artwork.
Object:

2.1. Licensor hereby grants the Client the right to reproduce and distribute the Licensor's Licensed Material and, if applicable, to the Client, upon payment of the Invoice and subject to the terms and conditions of the Agreement, the right to reproduce and distribute the Licensor's Licensed Material in connection with the Invoice.
2.2. Any modification of the present general conditions will only be valid and with full legal effects if it is in writing and signed by the Licensor and the Client.
Delivery of Graphic Material:
Licensor shall deliver the Licensor's High Resolution Artwork by direct online download, via photo, email or tangible physical support to Customer upon approval of the quotation, and Customer shall have forty-eight (48) hours to examine, select or return such Artwork, if not to Customer's satisfaction. The Customer is responsible for the diligent preservation of the tangible Graphic Material delivered, as well as for the return and/or destruction, depending on whether it is tangible or intangible Graphic Material, of that Graphic Material not selected, for which, as a consequence, no licence of exploitation rights is granted.
Characteristics of the license:

4.1. Unless otherwise stated in the Invoice, the license of rights and distribution will always be NOT EXCLUSIVE.
4.2. This license is personal and non-transferable and, as such, may not be assigned or transferred, sublicensed and/or licensed, or otherwise transferred.
4.3. This license is limited to the specific use, medium or medium, language, time period, territorial scope and other circumstances specified in the Invoice.
4.4. Except as otherwise expressly agreed in writing, this license is granted for single reproduction or single use, for single printing and/or editing, for single size, for single language, for single country, and for single distribution. Accordingly, Licensor's express written permission shall be required for the re-use of the Licensed Material in any reprint or reprint of the medium or medium on which the Licensed Material is incorporated, and for the extension of the rights of reproduction and distribution granted in any respect.
4.5. For the avoidance of doubt, the rights of communication to the public and transformation which must be the subject of a specific licence are expressly excluded from this licence.
Prohibitions and/or limitations on use:

5.1. The Artwork may not be used for pornography or in any other way that is libelous, defamatory, fraudulent, usurious or otherwise illegal.
5.2. Use of the Licensor's Licensed Artwork in connection with sensitive or controversial subjects including but not limited to subjects of a sensitive or controversial nature relating to sex, sexual illness, substance abuse, alcohol, tobacco, serious physical and mental illness, mental or physical abuse, or any denigration of a person, entity or product shall require express permission from Licensor.
5.3. Where the Artwork is supplied in any digital format, whether off-line or on-line, the Customer may only use a single copy of the Artwork on a single computer and, where applicable, may only download it to a single hard disk of a computer or other computer equipment, without the possibility of making any copy of the Artwork other than the licensed reproduction.
Other obligations of the Client:

6.1. Customer shall ensure that all information it provides to Licensor about the use of the Licensor's Artwork and about the End User is complete, true and accurate.
6.2. The Client undertakes to record the credits of the author and the Licensor in any use of the Graphic Material and, where this is in accordance with the commercial uses of the sector, in any commercial and/or advertising use.
6.3. Customer shall provide Licensor, free of charge, with proof or copy of the reproduction of the Artwork.
Rights of third parties:

7.1. Except as expressly stated on the Invoice, this license does not in any way constitute an authorization for the reproduction, distribution, public communication or other use of:
The image of the people who appear in the Artwork.
The works of plastic art or others that appear reproduced in the Artwork.
The brands, names, logos, symbols, signs or images of public or private entities.
7.2. The Customer must obtain the necessary authorizations and/or rights referred to in section 7.1. above at his own expense, and is responsible for obtaining and exercising them correctly. The Client shall be liable, with full indemnity to the Licensor, for any infringement of image rights, industrial property rights, intellectual property rights or others relating to the foregoing sections.
Termination of License and Effects:

Resolution of the same, for non-compliance for any legal cause and, in particular, for:
The reproduction and distribution of the Graphic Material in breach of the specifications of the Invoice or, in its absence, those determined in Stipulation 4.
Failure to comply with the limits and prohibitions set forth in Stipulation 5.
The non-payment of the amount determined in the Invoice.
8.2. Upon termination of the license, for whatever reason, the Customer shall, within a maximum period of forty-eight (48) hours, proceed to:
Return to Licensor all Graphic Material delivered on tangible media and/or
Remove the Artwork when it has been delivered without tangible support, and in both cases destroy any sketches, tests or samples made with it.
8.3. Termination of the license for breach does not preclude legal action by Licensor.
Disclaimer and/or limitation of liability:

9.1. Licensor shall not be liable for damages caused by defects in the Artwork, improper technical use of the Artwork, unconfirmed expectations of the reproduction result, errors in the descriptions or information in the Artwork, or any other circumstances occurring during the artwork reproduction process.
9.2. Neither shall the Bidder be liable for any damages that may be caused by any Graphic Material delivered or transmitted in digital files on the Customer's or any third party's computer hardware or software, or by the appearance of computer viruses.
9.3. The Licensor shall not be liable and the Client shall indemnify the Client against any dispute arising from the manipulation of the Graphic Material, from any misleading or inappropriate, unauthorised or otherwise incorrect or illegal use of the Graphic Material that may harm the interests and/or rights of persons, companies, public or private entities, official or other bodies and, in particular, those uses that infringe the legislation on intellectual property, on industrial property or on the constitutional rights of persons.
9.4. The use of the Licensor's Licensed Material in a manner not authorized by Licensor may result in an infringement of intellectual property rights against which Licensor shall be held harmless by the Client and shall also be liable for any damages to Licensor, including any costs incurred by Licensor in defending the Licensor.
Legislation and Jurisdiction:

10.1. The present general conditions as well as the particular ones contained in the Invoice or in any other document signed by the parties shall be subject to Spanish legislation.
10.2. Customer hereby submits to the Courts and Tribunals of the domicile of Licensor for any dispute arising out of the interpretation and/or performance of this Agreement, expressly waiving its own jurisdiction if any.
Approval of the General Conditions and Registration:

These general conditions have been approved by the General Meeting of the Business Association of Press Agencies and Photographic Archives (AEAPAF), an agreement that was submitted to the public before a Notary Public, having been registered in the Register of General Conditions of Contracting of the Register of Movable Goods of the Barcelona Mercantile Register.