Summary

The following two points briefly describe the terms of the agreement, but are in no way binding: the Limited Use License Agreement below is what legally applies.

  1. You are purchasing a non-exclusive non-sub-licensable and non-assignable right to use and reproduce the photo. You are not actually buying the image itself.
  2. Your license is for 90 days. After which time image must be removed from the editorial.

LIMITED USE LICENSE AGREEMENT

Please read this Limited Use License Agreement carefully. This following is the limited use license agreement applicable to all media, images and other content offered by Live Current Media dba Communicate.com on behalf of www.iplt20.com. This Limited Use License (“LULA”) is the legal agreement between you as the user (“Licensee”) and Communicate.com, Inc. (the “Company”) covering all Licensed Materials (as defined below in section 1.3) that Licensee purchases, obtains, receives and/or downloads from our web site, www.cricket.com, in any manner (including online, digital, analog delivery). By obtaining, using or paying for any Licensed Materials from the Company, you agree to be bound by and comply with all of the terms of this LULA, which also includes any and all terms of use for the web site (www.cricket.com). If you do not agree with any of the terms set forth below, do not obtain, use or download any content from the Company or its website at www.cricket.com.

1. Definitions. In this LULA the following definitions apply:

1.1 "Editorial Licensed Material" means Licensed Material relating to events that are newsworthy or of public interest and that is licensed for use in an editorial manner.

1.2 "Invoice" means the online, computer-generated or preprinted standard form invoice provided by the Company or an authorized distributor setting out terms agreed with the Licensee. The Invoice shall be incorporated into this LULA and all references to the LULA shall include the Invoice.

1.3 "Licensed Material" means any still image, film or video footage, audio product, visual representation generated optically, electronically, digitally or by any other means, including any negatives, transparencies, film imprints, prints, original digital files or any Reproductions thereof, or any other product protected by copyright, trademark, patent or other intellectual property rights, which is licensed to Licensee by the Company under the terms of this LULA. Any reference in this LULA to the Licensed Material shall be to each individual item within the Licensed Material and also to the Licensed Material as a whole.

1.4 "Licensee" means the person or entity purchasing the Licensed Material hereunder or if there is a separate Purchaser, the person or entity specifically designated as Licensee during the purchase process and set forth as such in the Invoice.

1.5 "Purchaser" means a person or entity purchasing the Licensed Material hereunder on behalf of a third party Licensee.

1.6 "Reproduction" and "Reproduce" mean any form of copying or publication of the whole or a part of any Licensed Material, via any medium and by whatever means, and the distortion, alteration, cropping or manipulation of the whole or any part of the Licensed Material and the creation of any derivative work from the Licensed Material.

1.7 "Rights and Restrictions" means the information: (i) accompanying the Licensed Material on the Company’s website (including all areas of the purchase process); (ii) in the Invoice; (iii) in the editorial feed; or (iv) in any other written communication

accompanying the Licensed Material. Such restrictions may include, without limitation, the permitted scope of use, any territory or other use restrictions applicable to the Licensed Material selected, and the corresponding price for the license of such Licensed Material. The Rights and Restrictions shall be incorporated into this LULA and

all references to the LULA shall include the Rights and Restrictions.

2. Rights & Restrictions of the LULA.

2.1 For a period of 90 days, the Company grants to Licensee a non-exclusive, non-sublicensable and non-assignable right to use and Reproduce the Licensed Material identified in the Rights and Restrictions, solely to the extent explicitly stated in this LUL. This right may be exercised by subcontractors of Licensee (including Purchaser) for preparation of the final product for the licensed use, provided that such subcontractors agree to abide by the terms of this LULA.

2.2 Use of the Licensed Material is strictly limited to the use, medium, period of time, print run, placement, size of Licensed Material, territory and any other restrictions specified in the Rights and Restrictions. Licensee may utilize the Licensed Material in any production process that may be necessary for the intended use specified in the Rights and Restrictions.

2.3 Unless additional rights are stipulated in the Rights and Restrictions or granted pursuant to a separate license agreement, Editorial Licensed Material may not be used for any commercial, promotional, advertising or merchandising use.

2.4 Editorial Licensed Material may be cropped, provided that the editorial integrity of the Licensed Material is not compromised, but shall not, under any circumstances, otherwise be rotated, altered, changed or tampered with, either manually or electronically, without the Company’s express written permission.

2.5 While efforts have been made to correctly caption the subject matter of the Licensed Material, the Company does not warrant that such information is accurate.

2.6 Pornographic, defamatory or otherwise unlawful use of Licensed Material is strictly prohibited, whether directly or in context or juxtaposition with specific subject matter.

2.7 Licensed Material shall not be incorporated into a logo, trademark or service mark.

2.8 Licensee may not make the Licensed Material available in any medium in a manner intended to allow or invite persons to download or extract the Licensed Material.

2.9 Licensed Material may not be modified, reconfigured or repurposed for use in any mobile-directed web sites or mobile applications that are specifically created for viewing of Licensed Material on mobile devices, without obtaining the prior written consent of the Company.

2.10 Unless otherwise authorized by applicable law or specified in the Rights and Restrictions, Licensee may not, directly or indirectly, Reproduce the final product of the licensed use in any secondary Reproductions, such as compilations or screen shots. Such

Reproductions require an additional license from the Company and may be subject to payment of additional license fees.

2.11 Licensed Material shall not be used contrary to any restriction on use that is provided to Licensee prior to or at the time the Licensed Material is delivered to Licensee. Such restrictions may be included in the Rights and Restrictions or in any other written communication from the Company. Any such restriction provided to Licensee shall be incorporated into and become part of this LULA.

2.12 Where Purchaser is licensing Licensed Material on behalf of a Licensee, Purchaser hereby represents and warrants that: (i) Purchaser is authorized to act as an agent on behalf of Licensee and has full power and authority to bind Licensee to this LULA; and (ii) if Licensee disputes Purchaser's power and authority to act on behalf of Licensee with respect to this LULA, Purchaser shall be bound and liable for any failure of Licensee to comply with the terms of this LULA. Nothing in this Section 2.12 shall serve to excuse Purchaser's obligation to make payment to the Company for the

Licensed Material.

3. Intellectual Property Rights.

3.1 Copyright. No ownership or copyright in any Licensed Material shall pass to Licensee by the issuance of the license contained in this LULA. Except as expressly stated in this LULA, the Company grants Licensee no right or license, express or implied, to the Licensed Material.

3.2 Trademarks. In connection with the use of the Company’s trade names, trademarks, logos or service marks (including, but not limited to www.cricket.com or cricket.com), (“Marks”), Licensee acknowledges and agrees that (i) the Company’s

Marks are and shall remain the sole property of the Company; (ii) nothing in this LULA shall confer upon Licensee any right of ownership in the Company’s Marks; and (iii) Licensee shall not now or in the future contest the validity of the Company’s Marks.

3.3 Image Credit. Except as otherwise noted in Section 11, Editorial Licensed Material must include the following credit line adjacent to the Licensed Material: “[Photographer's Name]/Cricket.com" or as otherwise notified by the Company. If Licensee omits the credit, an additional fee in an amount up to one hundred percent (100%) of the original invoiced amount attributable to the Licensed Material may be payable by Licensee, at the Company’s sole discretion. The foregoing fee shall be in addition to any other rights or remedies that the Company may have at law or in equity.

3.4 Notice of Violations. Licensee will immediately notify the Company if it becomes aware or suspects that any third party that has gained access to the Licensed Material through Licensee is wrongfully using the Licensed Material, in whole or in part, or is violating any of the Company’s intellectual property rights, including, but not limited to, Marks and copyrights.

4. Limitations on Use due to the Third Party Rights.

Certain Licensed Material may contain restrictions (either on the invoices or web page), including, but not limited to, restrictions as to the time, manner, industry and territory of use, and required pre-approval by depicted persons or their representatives. Licensee’s ability to the Licensed Material at the site does not entitle Licensee to use that Licensed Materials. The Company makes not representations or warranties that it owns or licenses any rights related to or in any persons, places, property (of any kind) or subject matter depicted in any of the Licensed Materials. All Licensed Materials may be subject to copyrights, trademarks, rights of publicity, moral rights, property rights or other rights not belonging to the Company. Licensee is solely responsible for determining whether Licensee’s use of any Licensed Material requires the consent or authorization of any other party or the license of any additional rights, and Licensee cannot rely solely on information provided by the Company. Licensee acknowledges and agrees that Licensee is solely responsible for obtaining any and all rights and clearances as may be required from such other persons, firms or associations, societies or corporations that may own or control rights related thereto. If Licensee is unsure whether additional rights are needed for Licensee’s intended use, Licensee should consult with legal counsel. Neither the Company nor any of its employees or representative are authorized to make any representations or warranties other than those expressly stated in this LULA. By this LULA, the Company does not grant any rights or makes any warranties with regard to the use of names, people, trademarks, trade dress, logos, registered, unregistered or copyrighted audio, designs or works of art or architecture depicted in any Licensed Material.

5. Warranty and Limitation of Liability.

5.1 The Company warrants that: (i) it has all necessary rights and authority to enter into and perform this LULA; (ii) the Licensed Material will be free from defects in material and workmanship for thirty (30) days from delivery (Licensee's sole and exclusive remedy for a breach of this warranty being the replacement of the Licensed

Material); and (iii) Licensee's use of the Licensed Material in its original form, and when used in accordance with this LULA, will not infringe on any copyrights or moral rights of any person or entity.

5.2 THE COMPANY MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE LICENSED MATERIAL OR ITS DELIVERY SYSTEMS, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE COMPANY SHALL NOT BE LIABLE TO LICENSEE OR ANY OTHER PERSON OR ENTITY FOR ANY PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIALOR

INCIDENTAL DAMAGES, OR ANY OTHER DAMAGES, COSTS OR LOSSES ARISING OUT OF THIS LULA, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES. SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES OR LIABILITY FOR CERTAIN CATEGORIES OF DAMAGES. LICENSEE AGREES THE DAMAGES AVAILABLE UNDER THIS LULA ARE LIMITED TO THE AMOUNT OF THE FEES PAID TO THE COMPANY.

6. Indemnification.

Licensee agrees to indemnify, defend and hold the Company and its parent, subsidiaries and commonly owned or controlled affiliates and their respective officers, directors and employees harmless from and against any and all claims, liability, losses, damages, costs and expenses (including reasonable legal fees) incurred by any party arising out of or as a result of claims by third parties relating to: (i) Licensee's use of any Licensed Material outside the scope of this LULA; (ii) any other actual or alleged breach by Licensee of this LULA; or (iii) Licensee's failure to obtain any required release.

7. Miscellaneous

7.1 Unauthorized Use. Any use of Licensed Material in a manner not expressly authorized by this LULA or in breach of a term of this LULA constitutes copyright infringement, entitling the Company to exercise all rights and remedies available to it under copyright laws around the world. Licensee shall be responsible for any damages resulting from any such copyright infringement, including any claims

by a third party. In addition and without prejudice to the Company’sother remedies under this LULA, the Company reserves the right to charge and Licensee agrees to pay a fee equal to up to five (5) times the Company’s standard license fee for the unauthorized use of the Licensed Material.

7.2 Compliance. Upon reasonable notice, the Company may, at its discretion, either through its own employees or through a third party, audit Licensee's records directly related to this LULA and use of Licensed Material in order to verify

compliance with the terms of this LULA. Where the Company reasonably believes that Licensed Material is being used outside of the scope of the license granted under this LULA, Licensee shall, at the Company’s request, provide a certification of compliance signed by an officer of Licensee, in a form to be approved by the Company.

7.3 Electronic Storage. For all Licensed Material that Licensee takes delivery of in electronic form, Licensee must retain the copyright symbol, the name of the Company and the image number or other identification number associated with the Licensed Material as may be included as part of the electronic file containing the Licensed

Material that is stored on Licensee's computers. Licensee may not make additional high-resolution copies of the Licensed Material and Licensee shall maintain all reasonable electronic and network security to safeguard against unauthorized third-party access to the Licensed Material. Notwithstanding the foregoing, Licensee may make one (1)

high-resolution backup copy of the Licensed Material for security purposes only. Upon the expiration or earlier termination of this LULA, Licensee shall promptly delete and remove the Licensed Material from Licensee's premises, computer systems and storage

(electronic or physical) and shall ensure that its agents, employees and subcontractors do likewise.

7.4 Withdrawal. Upon notice from the Company, or upon Licensee's knowledge that any Licensed Material is subject to a threatened or actual claim of infringement, violation of another right, or any other claim for which the Company may be liable herein, or if the Company withdraws any Licensed Material for any good reason, Licensee will physically remove the Licensed Material from its premises, computer systems and storage (electronic or physical) and, if possible, cease any future use at its own expense. The Company shall provide Licensee with comparable Licensed Material (which comparability will be determined by the Company in its reasonable commercial judgment) free of charge, but subject to the other terms and conditions of this LULA.

7.6 Severability. If one or more of the provisions contained in the LULA is found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected. Such provisions shall be revised

only to the extent necessary to make them enforceable.

7.7 Waiver. No action of either party, other than express written waiver, may be construed as a waiver of any provision of this LULA. 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 either 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.

7.8 Entire Agreement. This LULA contains all the terms of the limited use license agreement and no terms or conditions may be added or deleted unless made in writing and signed by an authorized representative of both parties. In the event of any inconsistency between the terms contained herein and the terms contained on any purchase order sent by Licensee, the terms of this LULA shall govern.