1. Agreement. By opening the Photo files you accept this Agreement either for yourself or on behalf of your employer and agree to be bound by its provisions.

2. Standard License Terms. We hereby grant to you a non-exclusive, non-transferable royalty free worldwide license to use the Photos for the Permitted Uses (as defined below). All other rights in and to the Photos, including, without limitation, all copyright and other intellectual property rights relating to the Photos, are retained by Detrick Lawrence.

3. Permitted Standard License Uses.

(a) Permitted uses. The following are “Permitted Uses” of Photos: catalogues, brochures, trade show displays, books, book covers, magazines, newspapers, editorials, newsletters, non-broadcast videos and DVDs not offered for sale, on–line or electronic publications, web pages, on-line courses, prints, posters, direct projection, classroom presentation, PowerPoints, and other reproductions for personal use. If there is any doubt that a proposed use is a Permitted Use, you should contact Detrick Lawrence Corporation for guidance.

(b) Limitations on use. Photos may not be sold to others for reproduction or re-sale. Photos may not be used for broadcast television, in feature films, in videos or DVDs for re-sale, or in the advertising of products without payment of royalties. Any use of the Photos that is not a Permitted Use shall constitute infringement of copyright.

4. Standard License Prohibitions.

(a) Prohibited Uses. You may not do anything with the Photos that is not expressly permitted in the preceding section or permitted by an Extended License. For greater certainty, the following are “Prohibited Uses” and you may not use the Photos in a fashion that is considered by Detrick Lawrence Corporation (acting reasonably) as, or under applicable law, is considered pornographic, obscene, immoral, infringing, defamatory or libelous in nature, or that would be reasonably likely to bring any person or property reflected in the Photos into disrepute; use or display any Photos that features a model or person in a manner that (i) would lead a reasonable person to think that such person uses or personally endorses any business, product, service, cause, association or other endeavour; or (ii) that depicts such person in a potentially sensitive subject matter, including, but not limited to mental and physical health issues, social issues, racial issues, sexual or implied sexual activity or preferences, substance abuse, crime, physical or mental abuse or ailments, or any other subject matter that would be reasonably likely to be offensive or unflattering to any person reflected in the Photos. In addition, you may not sub-license, re-sell, rent, lend, assign, gift or otherwise transfer or distribute the Photos or the rights granted under this Agreement.

5. Photo credit. Wherever the Photos appear, adjacent to the Photo the following credit must appear:
©Emergency Film Group.

. 6. Term of Agreement. This Agreement is effective upon opening the Photos and expires ten years from that date. The Agreement also terminates without notice from Detrick Lawrence Corporation if at any time you fail to comply with any of its terms. Upon termination, you must immediately cease using the Photos for any purpose and destroy or delete all copies and archives of the Photos.

7. Replacement of Photos. Detrick Lawrence Corporation reserves the right at a later date to amend the license granted by this Agreement and replace any of the Photos with an alternative for any reason. You agree to take all reasonable steps to discontinue use of any replaced Photos.

8. Limitation of Warranties and Liability. In no event is Detrick Lawrence Corporation, its Officers, Directors or Shareholders liable for any damages whatsoever in connection with any loss, cost, or damage arising out of the use of the Photos, except that the total aggregate liability under this agreement shall be limited to the fees actually paid by the user to Detrick Lawrence Corporation.

9. Indemnification. You agree to indemnify, defend and hold Detrick Lawrence Corporation, its affiliates, its Photo providers and their respective directors, officers, employees, shareholders, partners and agents (collectively, the “Detrick Lawrence Corporation Parties”) harmless from and against any and all claims, liability, losses, damages, costs and expenses (including reasonable legal fees on a solicitor and client basis) incurred by any Detrick Lawrence Corporation Party as a result of or in connection with any breach by you or anyone acting on your behalf of any of the terms of this Agreement.

10. General Provisions. Any and all disputes arising out of, under or in connection with this Agreement, including without limitation, its validity, interpretation, performance and breach, shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by a single Arbitrator appointed in accordance with such rules. The arbitration shall take place in Boston, Massachusetts and shall be conducted in the English language.