Purchase Agreement

LICENSING TERMS

(End-User License Agreement)

This is a legal agreement between you and MILIND A. KETKAR. Please read this agreement carefully. By downloading and/or using any image / images / footage you agree to be bound by the terms and conditions of this agreement. If you do not agree with the terms and conditions of this agreement do not download or use any image / images / footage contained in this site.

If you are entering into this agreement on behalf of your employer and/or principal, this license and all the restrictions and limitations recited herein apply to your employer and/or principal as well as to you as a representative and/or agent of your employer and/or principal. You hereby further warrant and represent to MILIND A. KETKAR that you have full and express authority to enter into this agreement on behalf of your employer and/or principal and that you will not use any image / images / footage obtained from MILIND A. KETKAR for the benefit of any other person or entity without entering into a separate license with MILIND A. KETKAR.

All image / images / footage are copyrighted and all rights to these image / images / footage are owned by MILIND A. KETKAR and its licensors. MILIND A. KETKAR retains all rights not specifically granted to you by this agreement. Your right to use any image / images / footage is subject to your full payment of the license and the restrictions set forth in this agreement.

I

Rights Granted

A

For  Rights Managed AND Rights Managed Editorial image / images / footage

i

Conditioned upon your full payment of the license and your compliance with the terms of the Invoice and this Agreement (including all restrictions), MILIND A. KETKAR grants you a non-exclusive (unless otherwise stated in the Invoice), non-sublicensable, non-transferable right to reproduce the RM image / images / footage listed in the Invoice in accordance with the reproduction rights granted and specified in the Invoice.

ii

The rights hereby granted to you are non-transferable which means that any work that you produce using RM image / images / footage must be for your own use, or for the use of your direct employer or client, who must be the end-user of your work (as long as all relevant data pertaining to any such end-user is clearly stated in the Invoice for having been provided to MILIND A. KETKAR prior to licensing). In any such event, you hereby agree to be jointly and severally liable for any breach of the terms hereof by your employer and/or client.

iii

Unless otherwise specified on the Invoice, the license granted on the  RM image / images / footage are strictly limited to the use, medium, period of time, territory and any other restrictions specified on the Invoice, which is incorporated into this agreement by this reference, and as incorporated together with this agreement constitutes the full license granted.

iv

Unless otherwise stated in the Invoice, all licenses on the  RM image / images / footage are granted for a one time use, single territory, in one single language, and for a term of one (1) year from the date the applicable Invoice is issued.

v

All rights not specifically granted to you are reserved. The license fee on the RM image / images / footage depends on the nature of the rights granted, therefore you undertake to obtain an additional license before undertaking any expanded use of any RM Image / images / footage.

For Rights Managed  Editorial Image / images / footage

Products in our editorial collections are licensed with restrictions on usage, such as limitations on size, placement, duration of use and geographic distribution. Editorial products must be used in an "editorial" manner, which means use relating to events that are newsworthy or of public interest. If you wish to use an image or film from our editorial collections for a non-editorial use, you must contact owner of this site. All licenses of editorial products are subject to Rights-Managed Footage License Agreement.

B

For  Royalty Free image / images / footage

Conditioned upon your full payment of the license and your compliance with the terms of the invoice and this Agreement (including all restrictions), MILIND A. KETKAR grants you a personal, non-exclusive and non-transferable right to use and reproduce, for your own commercial or non-commercial use, on a worldwide and perpetual basis, the Royalty Free image / images / footage (regardless of the form in or media on which the image / images / footage are delivered to you, including, but not limited to electronic or online transmission, CDs or DVDs) (hereinafter "the Image / images / footage(s)"), in the following ways:

https://www.dinodia.com/images/icon.jpg

 usage: refers to any type of  advertising, promotional materials, publications or products (including products offered for sale except as prohibited in Section III below).

https://www.dinodia.com/images/icon.jpg

­­any digital or electronic materials including websites (but not website templates), multimedia presentations and CD-ROMs provided that no Image / images / footage is at a resolution greater than 480 by 640 pixels (72 dpi) and each Image / images / footage is incorporated into a design in such a fashion that it is clearly not intended to be separately downloaded, copied or distributed by any third party.

NOTE: Image / images / footage ARE NOT SOLD; THEIR USE IS LICENSED TO YOU.

II

Restrictions on Use

A

For  Rights Managed AND Rights Managed Editorial image / images / footage

i

The RM image / images / footage may not be used for any pornographic, unlawful purpose or use or to defame any person or violate any person's right of privacy or publicity or to infringe upon any copyright, trade name, trademark or service mark of any person or entity. Advance written permission from MILIND A. KETKAR is required for use of any RM image / images / footage for sensitive subjects, including without limitation, topics that may depict the subject matter of an RM image / images / footage in a negative or unfavourable light or subject persons to ridicule, and topics regarding all sexual issues, substance abuse, physical or mental abuse, alcohol, drugs, tobacco, AIDS, cancer, or serious physical or mental ailments, or the disparagement of a person or product.

ii

MILIND A. KETKAR reserves the right not to license any RM image / images / footage for any reason whatsoever.

iii

You may only use a single copy of the RM image / images / footage on a single computer. You may only download the  RM image / images / footage onto one (1) computer hard drive or other computer medium and may not otherwise make, use or distribute copies of the  RM image / images / footage for any purpose except as otherwise provided in the Invoice. Notwithstanding the foregoing, you shall be allowed to make one (1) backup copy for security purposes only.

iv

Upon termination or expiration of the license, you shall cease any use of the RM image / images / footage and promptly erase or destroy any reproducible copies of the same.

B

For Basic Royalty Free image / images / footage

i

The rights hereby granted to you are non-transferable which means that any work that you produce using an Image / images / footage must be for your own use, or for the use of your direct employer or client, who must be the end-user of your work. You may not sublicense, sell, assign, convey, dispose of, loan, give or otherwise transfer to anyone any CD, DVD or alike (hereinafter the "Disc Product") or any of the image / images / footage or the right to use the Disc Product or the image / images / footage except insofar as an Image / images / footage has been included by you into one of the authorized uses referred to in Section II above and nothing you produce shall grant or purport to grant to any third party a right to use or reproduce the image / images / footage. You hereby agree to take all commercially reasonable steps to prevent third parties from duplicating or distributing the image / images / footage.

ii

If you are entering into this License Agreement for the benefit of, and/or as an agent on behalf of your direct employer (Employer) or client (Final Client), then you represent and warrant that  i) such Employer and/or Final Client has authorized you to enter into this License Agreement and that the licenses granted hereunder are on that Employer's and/or Final Client's behalf, that such Employer and/or Final Client has agreed to be bound hereby and that you have actual and express authority to act on behalf of and bind such Employer and/or Final Client to the terms of the present License Agreement; ii) the image / images / footage and the End-Use of the same are solely for the benefit of Employer and/or the Final Client and that you will not use the image / images / footage or End Use for the benefit of any other person or entity without entering into a separate license with MILIND A. KETKAR; and iii) you will comply with all the terms hereof and shall be jointly and severally liable for any breach of the terms hereof by the Employer and/or the Final Client.

iii

Even though you may sell or license derivative works incorporating the image / images / footage, you may not use any image / images / footage for sale or license where the primary value resides in the Image / images / footage itself nor include any  image / images / footage  in an electronic template intended to be reproduced by third parties on electronic products.

iv

You may not sell, license or distribute any derivative work containing any Image / images / footage in a way that would allow a third party to download, extract or access the  image / images / footage as a stand-alone file.

v

If image / images / footage are licensed by a company, they may be shared by creating an image / images / footage library, image / images / footage storage jukebox, network configuration or similar arrangement as long as no more than ten (10) specific employees (hereinafter the "Users") within the same company and no more than one User at a time get access to the image / images / footage, unless a separate seat license is purchased for each additional User, before such additional use begins. This is not a simultaneous user agreement.

vi

Except as specifically provided in the previous paragraph, the image / images / footage may not be shared or copied and you may not create a network of servers, either with or without a central location to enable others to share the image / images / footage.

vii

The image / images / footage may not be used as part of a logo, trade name, service mark or trademark or used to infringe on anyone's logo, trade name, service mark or trademark.

viii

The image / images / footage may not be posted online nor placed in any other electronic distribution system in a downloadable format, FTP or similar nor enabled to be distributed via mobile telephone devices.

ix

The image / images / footage may not be used for any pornographic, unlawful purpose or use or to defame any person or violate any person's right of privacy or publicity or to infringe upon any copyright, trade name, trademark or service mark of any person or entity. Advance written permission from MILIND A. KETKAR is required for use of image / images / footage for sensitive subjects, including without limitation, topics that may depict the subject matter of an Image / images / footage in a negative or unfavorable light or subject persons to ridicule, and topics regarding all sexual issues, substance abuse, physical or mental abuse, alcohol, drugs, tobacco, AIDS, cancer or serious physical or mental ailments, or the disparagement of a person or product.

x

Upon notice of discontinuance of a license for any particular image / images / footage, you agree not to use such image / images / footage in the future. To the fullest extent permitted by law, your sole remedy for any recalled image / images / footage shall be, at MILIND A. KETKAR's sole discretion, the replacement of such recalled image / images / footage with another Image / images / footage or the refund of any license fee paid attributable to such recalled image / images / footage.

xi

If the image / images / footage are used in an editorial manner, you must include the following credit adjacent to the image / images / footage: "[Name of the collection]/[MILIND A. KETKAR]"

III

Unauthorized Uses and Indemnification

i

Any use of any image / images / footage beyond the scope of the license set forth on the Invoice or in a manner not expressly authorized by/or in breach of the present Agreement constitutes infringement of copyright, entitling MILIND A. KETKAR to exercise all rights and remedies available under all applicable laws.

ii

Any use of any image / images / footage in a manner not expressly authorized by this Agreement or in breach of a term of this Agreement constitutes copyright infringement, entitling MILIND A. KETKAR to exercise all rights and remedies available to it under copyright laws around the world.

iii

You shall be responsible for any damages resulting from any such copyright infringement, including without limitation any claims by a third party and you hereby agree to indemnify and hold harmless MILIND A. KETKAR and its subsidiaries, successors, affiliates, parent, officers, directors, employees, contractors, content providers, licensors, distributors or agents, against all claims (including without limitation, claims by third parties), liability, damages, judgments, settlements, costs and expenses, including reasonable legal fees and expenses, arising out of or related to any unauthorized use of any image / images / footage or any breach of any terms and conditions or restrictions of the present Agreement, (including any terms, conditions and restrictions included on the Invoice).

IV

Releases

i

The rights that MILIND A. KETKAR grants do not include a license to, and MILIND A. KETKAR makes no warranties or representations that it licenses any rights related to any persons, places, properties (real, personal or any other kind) or subject matter depicted in the image / images / footage. The image / images / footage may be subject to copyrights, trademarks, rights of publicity, moral rights, property rights or other rights belonging to a third party. You are solely responsible for determining whether the use of the image / images / footage requires the consent of any other party or the license of any additional rights. You shall not rely solely on the information provided by MILIND A. KETKAR. You are solely responsible for obtaining all required releases and clearances which may be required. If you are unsure whether additional rights are required, it is your sole responsibility to obtain appropriate legal counsel.

ii

When MILIND A. KETKAR states in writing that a model or property release exists for any particular   image / images / footage,MILIND A. KETKAR is only stating the existence of any such release without providing any representation or warranties on such release including without limitation any representation or warranties with regards to its validity, enforceability or fitness for any particular purpose.

iii

In the event that MILIND A. KETKAR erroneously advices you that image / images / footage is released when it is not, MILIND A. KETKAR's sole liability shall be the amount paid for the license of that particular image / images / footage.

V

Payment

i

You are responsible for ensuring that all the information appearing in the Invoice is true, accurate and complete.

ii

A late payment charge of one and one-half percent (1.5%) per month or such lesser amount as is allowed by law, on any unpaid balance until payment is received.

VI

Warranty and Limitation of Liability

i

MILIND A. KETKAR Warrants that For Rights Managed image / images / footage: it has all necessary rights and authority to enter into and perform this Agreement. Except as provided in this section, MILIND A. KETKAR makes no warranties (express or implied) with respect to the RM image / images / footage. As stated in Section V above, MILIND A. KETKAR grants no rights and makes no warranties with regards to the use of names, trademarks, trade dress, designs or works of art or architecture depicted in any image / images / footage, and you must satisfy yourself that all the necessary rights and consents regarding any of the above, as may be required for the intended use have been obtained. While MILIND A. KETKAR makes efforts to use accurate caption information, MILIND A. KETKAR does not warrant that such information is accurate. MILIND A. KETKAR makes no other warranty, express or implied regarding any RM image / images / footage including, without limitation, that the  RM image / images / footage are error free, the implied warranties of merchantability and fitness for a particular purpose.

ii

MILIND A. KETKAR Warrants that For Royalty Free image / images / footage: it has all necessary rights and authority to enter into and perform this Agreement; image / images / footage provided on Disk will be free from defects in material and workmanship for ninety (90) days from delivery. The Client's sole and exclusive remedy for a breach of this warranty is the replacement of the Disk Product or refund of the purchase price, at MILIND A. KETKAR´s sole option.

Except as provided in this section, MILIND A. KETKAR makes no warranties (express or implied) with respect to the image / images / footage. MILIND A. KETKAR grants no rights and makes no warranties with regards to the use of names, trademarks, trade dress, designs or works of art or architecture depicted in any  image / images / footage, and you must satisfy yourself that all the necessary rights and consents regarding any of the above, as may be required for the intended use have been obtained. While MILIND A. KETKAR makes efforts to use accurate caption information, MILIND A. KETKAR does not warrant that such information is accurate. MILIND A. KETKAR makes no other warranty, express or implied regarding any image / images / footage including, without limitation, that the image / images / footage are error free, the implied warranties of merchantability and fitness for a particular purpose.

iii

Except for any liability which cannot by law be excluded or limited, neither MILIND A. KETKAR nor any of MILIND A. KETKAR's subsidiary, successor, parent, affiliate, partner, officer, director, employee, contractor, content provider, licensor, distributor or agent shall be liable for any general, punitive, special, indirect, consequential or incidental damages, or lost profits or any other damages, costs or losses arising out of the use or inability to use the image / images / footage or otherwise, even if MILIND A. KETKAR has been advised of the possibility of such damages, costs or losses. MILIND A. KETKAR's maximum liability arising out of or in connection with the use of or inability to use the image / images / footage shall, to the extent permitted by law, be limited to the license paid for the particular image / images / footage.

iv

The representations and warranties made by MILIND A. KETKAR in this agreement apply only to the image / images / footage as delivered by MILIND A. KETKAR and will be invalid if the image / images / footage are used in any manner not specifically authorized in this agreement.

VII

Waiver

No action of MILIND A. KETKAR, other than an express written waiver, may be construed as a waiver of any provision of this Agreement. A delay on the part of MILIND A. KETKAR 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 MILIND A. KETKAR 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 by MILIND A. KETKAR on any one occasion will not be construed as a bar to or waiver of rights or remedies on any other occasion.

VIII

Severability

Should any provision of this Agreement be found invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected and shall remain in full force and effect. Such provisions shall be revised only to the extent necessary to make them enforceable.

IX

Entire Agreement

This Agreement contains all the terms of the license agreement for the image / images / footage. 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 or other communication sent by You, the terms of this Agreement shall govern.

X

Law and Venue

i

This Agreement and all matters collateral thereto, shall be governed by and construed in accordance with the laws of India, excluding the application of its conflicts of law rules, and any dispute arising hereunder shall be litigated solely in a court of competent jurisdiction in Mumbai, India. Notwithstanding the foregoing, this provision shall not prevent MILIND A. KETKAR, from addressing any competent court, tribunal or venue to which it might be entitled, in order to seek for interim measures or any other legal remedies.

ii

This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly disclaimed.