1. This is a Licence Agreement between the following Parties:
   
   
   1. , exclusive copyright owner of Image , hereinafter referred to as Licensor;
   2. xxxx, represented by xxxx, hereinafter referred to as Licencee;
   3. Any Intermediary acting on behalf of Licencee, identified below.

Licensor: inQpi Sample Street Berlin Germany e: sales@sample.com

Licencee:

Intermediary:

Usage Licence

2. On condition of payment of Licensing Fee of --, Licensor grants Licencee a non-exclusive and non-transferrable Usage Licence for Image . This Usage Licence is restrictive and describes the maximum allowable parameters of Image usage, with all other possible usage parameters remaining disallowed:
   
   Wait...
   1. If usage in Internet Media is included in this Licence, the Image may not be used at a size greater than 800 pixels on the longest side.
   2. If usage in CD/DVD/Multimedia or TV/Cinema is included in this Licence, the Image may not be used at a size greater than 2'500 pixels on the longest side.
   3. Digital metadata (IPTC / EXIF) must not be altered or removed from the Image.
   4. The Image may be cropped and its colours and light tones changed to better suit the requirements of the publication, provided the Image is not altered to the extent of a derivative work being created. Licensor retains copyright to any part of the Image incorporated in a new work by Licencee, such incorporation remaining subject to the Terms of this Licence.
   5. The Image may not be used in a manner that may reasonably be seen to be libelous, defamatory, derogatory, hateful, obscene, pornographic, or infringing on the rights of others, and may not be used in a manner that suggests any model depicted in the Image endorses the product or service being promoted.
   6. The Image may not be used in portrayal of socially sensitive issues such as crime, mental health, diseases, sexuality, and other sensitive topics, unless both of the following is true: a) a disclaimer accompanies the usage stating clearly that any person being depicted is a model, and b) the Image is marked on its Licensing Options page with "Model release: Yes".
   7. In all Editorial usage, and wherever else appropriate, the Licensor must be credited as copyright owner of the Image. Wherever possible, at Licencee's discretion, the credit line should be placed within the image, particularly if the Image is used on the Internet.
   8. Licencee may keep up to 2 copies of the Image on their systems for the Duration of the Usage Licence, provided the Image is stored securely and Licencee takes all reasonable measures to protect the copyright of the Image.
   9. Should Licencee require usage rights outside the Terms of this Licence, they will purchase a new or additional licence from Licensor. If Licencee purchases a new licence for the Image before this Licence has expired, whereby no new Image delivery from Licensor is required, Licencee will benefit from 50% discount of Administrative Fee component of the new Licensing Fee. This discount will not apply in cases where the new licence requires image size larger than the size of the Image Licencee has on file.
   10. Upon expiry of this Licence, Licencee agrees to destroy and delete all copies of the Image from their system, unless Licencee has purchased a new licence for further usage of the Image.

Intermediary

3. Any Intermediary party to this Agreement warrants that they have full legal right to act on behalf of Licencee, and further warrants that Licencee fully agrees to the Terms of this Agreement.
   
   1. Intermediary is granted no usage rights by this Licence, with their participation in this Licence limited strictly to whatever work they must reasonably undertake for Licencee within the Terms of this Licence.
   2. Intermediary will take all reasonable measures to protect the copyright of the Image while the Image is in their possession.
   3. Upon completion of the work for Licencee, Intermediary may keep one copy of the Image on their system, provided the Image is kept secure, with all reasonable steps taken to protect the copyright of the Image. Should Intermediary, on behalf of Licencee or another client, later purchase a new usage licence for the Image from Licensor, whereby the Intermediary's copy of the Image will be used, the licencee of the new licence will benefit from 50% discount of Administrative Fee component of the new Licensing Fee. This discount will not apply in cases where the new licence requires image size larger than the size of the Image Intermediary has on file.

Refund

4. The -- Administrative Fee part of the Licensing Fee is not refundable. Licencee will under no circumstances seek a refund of the Administrative Fee.
5. The Usage Licence Fee part of the Licensing Fee is refundable only up to 14 days after Licencee or Intermediary receives the Image from Licensor, provided that the refund request is made in writing on official stationery paper of Licencee or Intermediary, clearly stating that Licencee is not using and will not be using the Image, that the Image has been destroyed and deleted from Licencee's and Intermediary's system, and the request is signed by Licencee or Intermediary. Any refund request not meeting these conditions will be denied.

Limitation of Liability

6. Licencee's usage of the Image is entirely at their own risk. Licencee shall indemnify and hold Licensor harmless and free from all and any claims, damages, losses and any other negative effects Licencee may suffer as a result of using the Image.
7. Licensor provides the Image "as is", with all possible defects and risks included, offering no warranties, insurance or indemnity in relation to Licencee's usage of the Image, except as follows:
   
   
   1. Licensor will send to the Licencee, or Intermediary if there is one, the Image as a .JPG digital file within 48 hours of receiving payment of the full Licensing Fee, at the e-mail address Licencee or Intermediary provided with the purchase order. Licensor will make up to three attempts at delivery of the Image, and should all attempts fail, this Agreement will be null and void and the Usage Licence Fee component, but not the Administrative Fee component, of the Licensing Fee will be refunded.
   2. The delivered Image will be of the Size stated in the Usage Licence, and will be JPEG compressed at a minimum 98% quality level. The Image will be of a high technical quality, free from major technical faults, but cannot be warranted to be completely free of slight imperfections such as compression artifacts or noise, which are inherent in the JPEG format.
   3. If the Image is marked with "Model release: Yes" or "Property release: Yes", Licensor warrants that such a release is on file, granting models' or property owners' permission for usage of their likeness or property according to the Terms of this Licence. In the event of a model or property owner who had signed such a release making a claim against Licencee, Licensor will, on request from a competent legal authority, provide Licencee a copy of the release.
   4. If the Image is marked with "Model release: Not required" or "Property release: Not required", Licensor makes no warranties, but is merely expressing an opinion that such a release is not required.
   5. If the Image is marked with "Model release: No" or "Property release: No", Licencee accepts that their usage of the Image carries a higher risk, given that a release is thought to be required but has not been obtained.
8. In any event, Licensor's liability in any claim arising out of this Agreement shall be limited to the Usage Licence Fee part of the Licensing Fee.

Validity and Jurisdiction

9. Licencee agrees to all parts of this Agreement, without qualification or exception. Licencee warrants that they will under no circumstances challenge the validity of this Agreement, in whole or in part. If any part of this Agreement is deemed to be invalid, the rest of the Agreement will remain valid.
10. This Agreement is governed by the laws of Germany. In the event of a dispute arising from this Agreement, Parties to this Agreement agree to submit their case to the competent legal authorities of Berlin, Germany.
11. Under no circumstances will Licencee seek the protection of laws or legal process of any jurisdiction outside Germany, even if such other jurisdiction is superior to the jurisdiction of Germany.
12. Licensor reserves the right to pursue claims against Licensee in any jurisdiction where Licencee is found to have breached the Terms of this Agreement.