CONTENT LICENSE AGREEMENT

Members and clients of PantherFOTOS will abide by the terms and conditions set out in this agreement which governs the right to use stock photographic & illustrative media content provided by members of the PantherFOTOS community through www.PantherFOTOS.

This document also governs members and clients rights and obligations to all material bought and sold through www.PantherFOTOS. You must signify your acceptance of this agreement to buy or sell material from www.PantherFOTOS . All member account holders and clients will be bound by the terms and provisions contained within this agreement. If you are accepting this agreement on behalf of your employer or the member account holder you must have full legal authority to represent your employer or the member account holder. If you do not have such authority or you do not accept or agree with these terms, do not accept the Agreement and do not download the Content.

All photographers and designers agree to the standard license terms which apply to the sale of all content on the Pantherfoto.com website. If buyers want to have extensions to these standard license terms they may contact the relevant photographer or designer through the Pantherfoto.com website and come to some agreement or contract if the photographer or designer so wishes. The photographer or designer will decide their fee for any extensions to the standard contract on an individual basis.

All photographers and designers agree that the works that they submit to the Pantherfoto.com website shall be their own original work or that they must have the legal right to upload such work and that PantherFOTOS is not liable for any misrepresentation that may be committed by the users of the Pantherfoto.com website. All photographers and designers are liable for their own images and photographs. No content may be uploaded onto the Pantherfoto.com website which is deemed to be pornographic or racist, any material which is considered to be offensive will be removed.

Any material which contains recognizable images of people must have the permission of the people in the photo or image and the photographer or designer must have a model release agreement prior to uploading onto the Pantherfoto.com website.

PantherFOTOS reserves the right to revoke or amend the license granted by this Agreement and replace the Content with an alternative for any reason. Upon notice, sent to the address or contact information provided by you for your member account, the license for the replaced Content immediately terminates for any products that do not already exist, and this license automatically applies to the replacement Content. You agree not to use the replaced Content, or any Permitted Derivative Works, for future products and to take all reasonable steps to discontinue use of the replaced Content, or any Permitted Derivative Works, in products that already exist.

1. PantherFOTOS acts as an exchange of Content between those who provide Content to the Site and those who wish to use such Content. PantherFOTOS grants no rights and makes no warranties regarding the use of names, people, trademarks, trade dress, patented or copyrighted designs or works of art or architecture or other forms of intellectual property represented in any Content. While we have made reasonable efforts for categorization of the Content, PantherFOTOS does not warrant the accuracy of such information.
2. THE CONTENT IS PROVIDED AS IS: WITHOUT REPESENTATION, WARRANTY OR CONDITION OF ANY KIND. PantherFOTOS DOES NOT REPRESENT OR WARRANT THAT THE CONTENT WILL MEET YOUR REQUIREMENTS OR THAT ITS USE WILL BE UNINTERRUPTED OR ERROR FREE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE CONTENT IS WITH YOU. SHOULD THE CONTENT PROVE DEFECTIVE, YOU (AND NOT PantherFOTOS) ASSUME THE ENTIRE RISK AND COST OF ALL NECESSARY CORRECTIONS.

PantherFOTOS entire liability with respect to any claims arising out of your use of the Content, or out of your actions in downloading the Content, shall be as follows:

1. You are permitted to download the Content again, at a location PantherFOTOS will provide for you;
2. If you continue to be unable to download the Content, PantherFOTOS will refund the fee actually paid by you for such Content, provided PantherFOTOS determines in its sole and absolute discretion that you have been unable to download such Content successfully.
3. IN NO EVENT SHALL PantherFOTOS OR ANY OF ITS AFFILIATES OR CONTENT PROVIDERS OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, PARTNERS OR AGENTS BE LIABLE FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING DAMAGES FOR LOSS OF PROFITS, INTERRUPTION OR ANY OTHER LOSS) IN CONNECTION WITH ANY CLAIM, LOSS, DAMAGE, ACTION, SUIT OR OTHER PROCEEDING ARISING UNDER OR OUT OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION YOUR USE OF, RELIANCE UPON, ACCESS TO, OR EXPLOITATION OF THE CONTENT, OR ANY PART THEREOF, WHETHER THE ACTION IS BASED ON CONTRACT, (INCLUDING NEGLIGENCE), INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR OTHERWISE.
4. IN ANY EVENT, THE TOTAL MAXIMUM LIABILITY OF PantherFOTOS UNDER THIS AGREEMENTOR FOR THE USE OR EXPLOITATION OF ANY OR ALL OF THE CONTENT IN ANY MANNER WHATSOEVER SHALL BE LIMITED TO THE FEES ACTUALLY PAID BY YOU TO PantherFOTOS UNDER THIS AGREEMENT IN RESPECT OF THE USE OF THE RELEVANT CONTENT.
5. FORCE MAJEURE: IF FOR ANY REASON BEYOND OUR CONTROL PantherFOTOS CANNOT MEET ITS OBLIGATIGATONS TO BOTH MEMBERS AND CLIENTS THROUGH NO FAULT OF EITHER PARTY IN SUCH INSTANCES AS NATURAL DISASTERS OR CIVIL UNREST PantherFOTOS SHALL NOT BE HELD LIABLE AND NO CLAIMS AGAINST PantherFOTOS CAN BE MADE.
6. PERSONAL AND SENSITIVE INFORMATION PROVIDED BY MEMBERS AND CLIENTS SHALL BE HELD CONFIDENTIAL BY PantherFOTOS AND SHALL NOT BE GIVEN TO ANY THIRD PARTY WITHOUT PRIOR CONSENT. IF MEMBERS AND CLIENTS CHOOSE TO EXCHANGE PERSONAL AND SENSITIVE INFORMATION BETWEEN THEMSELVES THEY SHALL BE HELD RESPONSIBLE IN THE EVENT OF ANY LIABLITY ARISING FROM THIS.
7. IN THE EVENT OF ANY DISPUTES PantherFOTOS WOULD RECOMMEND DISPUTE RESOLUTION THROUGH MEDIATION BETWEEN THE PARTIES INVLOVED. IF THIS CANNOT BE ACCOMPLISHED THEN IT WOULD BE THE SOLE RESPONSIBILITY OF THE MEMBER OR CLIENT TO SEEK SATISFACTION THROUGH A LEGAL SYSTEM.

You agree to indemnify, defend and hold PantherFOTOS, its affiliates, its Content providers and their respective directors, officers, employees, shareholders, partners and agents (collectively, the PantherFOTOS 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 PantherFOTOS 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.

1. You specifically agree and acknowledge that you have, in addition to the terms of this Agreement, reviewed the terms of the Membership Agreement and Terms of Use and any other agreements which may be incorporated by reference therein, and to the extent of their incorporation in this Agreement you agree to be bound by them.
2. PantherFOTOS's failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right.
3. This Agreement is personal to you and is not assignable by you without PantherFOTOS's prior written consent. PantherFOTOS may assign this Agreement without your consent to any other party so long as such party agrees to be bound by its terms.
4. You agree to pay and be responsible for any and all sales taxes, use taxes, value added taxes and duties imposed by any jurisdiction as a result of the license granted to you, or of your use of the Content, pursuant to this Agreement.
5. This Agreement will be governed under the laws of England and Wales. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. You consent to service of any required notice or process upon you by registered mail or overnight courier with proof of delivery notice, addressed to the address or contact information provided by you at the time the Content was downloaded, or such other address as you may advise us in writing to use, from time to time.

If you have concerns relating to this Agreement, please contact us

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND HAD AN OPPORTUNITY TO SEEK INDEPENDENT LEGAL ADVICE PRIOR TO AGREEING TO IT. IN CONSIDERATION OF PantherFOTOS AGREEING TO PROVIDE THE CONTENT, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND PantherFOTOS, WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN YOU AND PantherFOTOS RELATING TO THE SUBJECT OF THIS AGREEMENT.