STOCKMORE USER LICENSE AGREEMENT

1. LICENSE MODELS OFFERED BY THE COMPANY

The Company provides two distinct license models for Images: Royalty-Free ("RF") and Royalty-Bearing ("RBR"). Under the RF model, a one-time fee grants perpetual rights without additional royalties for subsequent uses, subject to the restrictions herein. Pricing for RF licenses is determined by factors including resolution, intended application, and scope. The RBR model entails ongoing royalty obligations based on usage parameters such as reproduction quantity, distribution territory, and duration, with fees calculated accordingly to reflect expanded rights.

Licenses may be acquired via single payments for individual Images, bulk credits purchased in advance and redeemable for multiple downloads (with escalating discounts for larger volumes), or subscriptions permitting a predefined number of downloads within a specified period.

Preliminary Evaluation License: You may utilize watermarked Images from the Company's platform solely for internal evaluation, mock-up, or composite purposes, without charge, for a maximum of thirty (30) days post-download. Such watermarked Images shall not be incorporated into any final product, public dissemination, or external distribution. No further rights are conferred under this preliminary license, and any unauthorized use shall constitute a material breach.

2. PERMITTED USES OF LICENSED IMAGES

Subject to the prohibitions delineated in Section 3 and the entirety of this Agreement, the Company grants you a limited, revocable, non-exclusive, non-sublicensable (except as expressly permitted herein), worldwide license to utilize the Images as follows:

For RF Licenses: Perpetual duration without temporal expiration; unrestricted geographic application; unlimited instances of use across projects; applicability to diverse media formats, whether physical or digital.

For RBR Licenses: Confined to the precise usage, media, temporal span, reproduction limits, placement specifications, dimensional constraints, territorial boundaries, and additional stipulations as detailed in the applicable invoice or confirmation. Royalties shall accrue based on actual exploitation and must be reported quarterly, with payment due within thirty (30) days of invoicing.

"Utilization" encompasses reproduction, duplication, alteration (subject to integrity preservation), synchronization, exhibition, transmission, dissemination, or any analogous exploitation, provided such actions comport with this Agreement. Illustrative permissible utilizations include digital platforms, promotional materials, publications, audiovisual productions, and merchandise packaging, always contingent upon adherence to restrictions.

You warrant that all utilizations shall exclude any involvement of artificial intelligence, machine learning, or automated processes for generation, analysis, or modification of Images.

3. PROHIBITED UTILIZATIONS

3.1 No Illicit Exploitation. You shall not employ Images in any manner that is pornographic, libelous, slanderous, or otherwise violative of law, nor to incite hostility, discrimination, or infringement of regulatory standards or sector-specific protocols.

3.2 No Modification of Documentary Images. Images designated as "documentary" or for informational purposes may be adjusted solely for technical enhancement, preserving factual accuracy; no substantive alterations permitted.

3.3 No Isolated Distribution. You shall not facilitate third-party access to Images as standalone files, divorced from integrated projects or end products.

3.4 No Sensitive Exploitation Absent Disclosure. For Images depicting individuals or assets in contexts reasonably deemed derogatory or contentious (e.g., medical afflictions), you must affix a conspicuous disclaimer affirming illustrative intent and model status, such as: "Representative photograph. Depicted by professional model." No such requirement applies to documentary Images used factually.

3.5 No Misattribution of Origin. You shall not claim authorship over derivatives predominantly comprising licensed Images. You may not falsely represent that you are the original creator of an end use that is made up largely of licensed content. For instance, you cannot create a derivative work based solely on licensed content and claim that you are the author.

Prohibited Utilizations Absent Supplemental License: The ensuing activities necessitate prior written approval from the Company and remittance of augmented fees:

3.6 No Merchandising of Documentary Images. Images labeled "documentary" shall not be licensed for mercantile, endorsive, promotional, wagering, or commoditized purposes absent explicit authorization. Such Images lack clearances and are intended solely for informative reportage.

3.7 No Customization Products. Absent authorization, Images shall not feature in bespoke, on-demand merchandise where value derives principally from the Image itself (e.g., apparel, novelties).

3.8 No Digital Frameworks for Resale. Images shall not integrate into resalable electronic templates (e.g., site designs, stationery prototypes).

3.9 No Incorporation in Marks. You may not use content (in whole or in part) as the distinctive or distinguishing feature of a trademark, design mark, emblem, tradename, business name, service mark or logo. Additionally, you shall not be entitled to register (in any jurisdiction) such content (in whole or in part) as a trademark or rely on any such registrations, prior use, and/or accrued goodwill to prevent any third party use of the content or any similar content (including by us, our customers, or the copyright owner of such content).

3.10 No Automated, Machine Learning, AI or Biometric Technology Use. You may not use content (including any caption information, keywords or other metadata associated with the content) for any machine learning or artificial intelligence purposes, or for any technologies designed for or intended for the identification of natural persons. Additionally, the Company does not represent or warrant that consent has been obtained for such uses with respect to model-released content.

3.11 No Data Mining. Metadata associated with Images shall not be severed or exploited independently.

3.12 No Blockchain Assets for Documentary or RBR Images. Documentary or RBR Images shall not underpin non-fungible tokens or similar immutable assets absent express consent.

3.13 Limited Print Run. Unless you purchase a Royalty Bearing license, you may not reproduce the content more than 5,000 times in physical print form. This restriction does not apply to electronic reproduction. Under a Royalty Bearing license, print runs are unlimited but subject to royalty payments based on quantity.

3.14 No Political Campaigns. Content may not be used for political campaigns without a Royalty Bearing license, and even then, only with prior written approval from the Company and subject to royalties.

3.15 No Electronic Templates. Unless you purchase a Royalty Bearing license, you may not use content in electronic or digital templates intended for resale or other distribution (for example, website templates, business card templates, electronic greeting card templates, brochure design templates). Under a Royalty Bearing license, such uses are subject to royalty payments based on distribution volume.

3.16No Products for Resale. Unless you purchase a Royalty Bearing license, you may not use content in connection with any goods or services intended for resale or distribution where the primary value lies in the content itself including, without limitation, cards, stationery items, paper products, calendars, apparel items, posters (printed on paper, canvas, or any other media), mobile applications, NFTs or other items for resale, license or other distribution for profit. This includes "on demand" products (meaning products in which content is selected by a third party for customization on such product on a made-to-order basis), including, without limitation, postcards, mugs, t-shirts, posters and other items (this includes the sale of products through custom designed websites, as well as sites such as zazzle.com and cafepress.com). Under a Royalty Bearing license, permitted resale uses are subject to royalty payments based on sales volume.

4. AUTHORIZED USERS OF LICENSED IMAGES

The rights hereunder are non-transferable and non-sublicensable, precluding conveyance to third parties save for:

4.1 Principal or Patron. If procured for an employer or client, such party may utilize the Images, provided you warrant binding authority. Absent same, utilization is barred. Rights vest exclusively in the named licensee.

• 4.1.1 Dissemination and Archival Constraints for RF Images. Up to ten (10) individuals within the identical legal entity may access RF Images; broader dissemination requires supplemental rights. Storage unrestricted internally, but raw files withheld from externals except agents.
• 4.1.2 No User Limits for Subscriptions. Subscription licenses permit unlimited intra-entity users.

4.2 Agents. Contractors (e.g., fabricators) may handle Images for your end product, bound hereby, with no extraneous uses.

5. ACCOUNT OVERSIGHT

You shall monitor all account activities, safeguarding credentials, promptly reporting breaches, and assuming liability for occurrences thereunder. The Company may surveil usage for compliance, suspending access upon suspected violations and pursuing remedies.

6. PROPRIETARY RIGHTS

6.1 Ownership. All Images are proprietary to the Company or contributing photographers, with unassigned rights reserved. You disclaim revenue claims from ancillary exploitations.

6.2 Attribution.

• 6.2.1 Photographic Attribution. Commercial uses require no credit; documentary uses mandate adjacency or crediting as: "[Photographer's Name]/Stockmore Images Inc."

6.3 Prohibition on Marks. You shall not utilize the Company's or photographers' names, insignias, or marks sans prior written assent, except for requisite attribution.

7. CHARGES AND RENEWAL

Expiring subscriptions auto-renew, authorizing charges at prevailing rates to your designated payment method. Preferences adjustable via account; cancellations per Section 8. Non-processing may prompt deactivation sans notice.

8. CESSATION, REVOCATION, RETRACTION

8.1 Cessation. The Company may terminate forthwith upon your breach, mandating cessation of use, eradication of copies, and written verification.

• 8.1.1 Platform Exploitation Termination. Should a third-party platform appropriate Images contrary hereto, rights terminate, necessitating removal upon demand.

8.2 Reimbursements/Revocations.

• 8.2.1 Individual and Credit Purchases. Refunds viable within thirty (30) days if unused; thereafter, non-refundable.
• 8.2.2 Subscriptions. Non-cancellable mid-term absent legal mandate; auto-renew togglable.

8.3 Image Retraction. The Company may withdraw Images discretionarily. Upon notice of potential infringement, you shall cease use, destroy copies, and propagate compliance, with replacement offered at Company's election.

9. ASSURANCES AND GUARANTEES

The Company furnishes these limited assurances:

9.1 Non-Violation Guarantee. For non-documentary Images, compliant use shall not infringe copyrights or moral rights.

9.2 Supplemental Guarantees.

• 9.2.1 RF: Non-documentary RF use shall not infringe trademarks, privacy, or publicity.
• 9.2.2 RBR: Where clearances noted, use shall not infringe specified rights.

9.3 Guarantee Disclaimer. No assurances regarding depicted elements; you bear clearance responsibilities, including union obligations.

9.4 Descriptive Data Disclaimer. Efforts notwithstanding, accuracy of metadata not guaranteed.

9.5 Heritage Assets Disclaimer. Authorizations for cultural depictions your sole duty; Company disclaims liability.

9.6 Absence of Further Guarantees. Images "as is"; no implied warranties of merchantability or fitness.

10. INDEMNIFICATION AND LIABILITY CAPS

10.1 Your Indemnification of the Company. You shall indemnify, defend, and hold harmless the Company, photographers, affiliates, officers, directors, employees, agents, successors, and assigns from all claims, damages, liabilities, losses, costs, and expenses (including attorneys' fees) stemming from your breach, unauthorized use, or failure to secure clearances.

10.2 Company's Indemnification of You. Sole remedy for warranty breach: defense against infringement claims, excluding modifications or contextual issues. Cease use upon notice.

10.3 Procedural Requirements. Prompt notice; Company controls defense; cooperation mandated. No pre-notice costs reimbursable.

10.4 Liability Limitation. NO LIABILITY FOR INDIRECT, CONSEQUENTIAL, PUNITIVE DAMAGES, EVEN IF ADVISED. AGGREGATE LIABILITY CAPPED AT FEES PAID HEREUNDER.

11. MISCELLANEOUS PROVISIONS

11.1 Assignment. Non-assignable by you sans consent; Company may assign freely.

11.2 Examination Rights. Upon notice, provide access to utilizations; Company may audit records, with underpayment penalties.

11.3 Digital Preservation. Retain embedded data; one backup permissible.

11.4 Jurisdiction/Arbitration. Governed by Ontario, Canada laws; disputes arbitrated in Toronto per ADR Institute rules.

11.5 Divisibility. Invalid provisions severed; remainder enforceable.

11.6 Non-Waiver. Delays not waivers.

11.7 Integral Understanding. Supersedes priors; amendments written.

11.8 Communications. To legal@stockmore.com; yours via account email.

11.9 Levies. You liable for all taxes.

11.10 Delinquent Charges. 1.5% monthly on overdues.

11.11 Entity. Stockmore Images Inc. as licensor.