Standard User License Agreement

Introduction

The Service is operated by Wavebreak Media Ltd, withregistered offices at; Unit 3, West Point Business Park,Ballincollig, Cork, Ireland and provides tools andfunctionality to allow you to download and/or share Wave BreakContent, PikWizard Branded Content and/or Third-PartyContent. You may do so under the conditions of licensecontained herein. As defined in the{' '}Terms of Use, WavebreakMedia Ltd may be referred to in the shortened version of ‘WaveBreak’.

Please read and review this User License Agreement carefullybefore downloading or sharing any content made through theService. You agree to be bound by this User License Agreementbefore the license is granted.{' '}

If you export, share or download Content available from ormade using the Service you are bound by the terms of this UserLicense Agreement, Wave Break’s Privacy Policy and the Termsof Use. Please read and review these documents if you have notdone so before now. The licensing terms of this User LicenseAgreement apply both to paid Content and any Content that isavailable free of charge. These documents are incorporatedherein and are made part hereof by reference.

Wave Break reserves the right to make changes to the UserLicense Agreement at any time and once these changes are made,if you export, share or download a piece of Content throughthe service you will be bound by the changes. Any changes tothe User License Agreement will be notified to you in advance.

Background

All stock media on this Service is protected by Irish,international and USA copyright laws and treaties. Wave Breakowns all title and interest as well as copyright to the WaveBreak Content which includes content labelled as Pikwizardcontent you find on the Service. Third Party Content is eitherowned by third party partners or the providers and submittersof Content to them. Wave Break and its partners and theircontributors reserve all rights not expressly granted to youby the terms of this User License Agreement.

It is expressly agreed herein that the terms and conditions ofthis User License Agreement, including but not limited to therestrictions of use, apply to all Content regardless ofwhether it is paid or free Content.

The licensing rights under this User Licence Agreement willend automatically without any notice if you breach any of itsterms. In case of termination of the license, you shall ceaseusing Content which has been acquired either by payment offree of charge and you will destroy every copy, whether totalor partial, thereof.

Terms of License:

By this User License Agreement, Wave Break grants you, anon-exclusive, non-transferable, right to use and reproduceContent in the following ways, subject to the limitations setforth herein and in Section Three hereof:

• On websites, both non-commercial and commercial.
• On business cards, business letterheads, brochures, and onbusiness pop up displays for use in trade shows.
• In the artwork for the packaging of any product providedthat the print and/ or manufacturing.
• In multimedia presentations and incorporated into film andvideo for television and/or internet broadcast.
• As CD or DVD cover art and/or artwork, provided that themanufacturing or print run of such CDs or DVDs.
• As part of editorial or advertising in textbooks,newspapers, books, book covers, magazines.
• In eBooks.

You do not have the right to grant further sublicenses,however, you shall have the right to transfer files containingthe work or permitted derivative works to employees, orsubcontractors, provided that such employees andsubcontractors agree to abide by the restrictions of thisagreement.

In the normal course of workflow, you may also convey to athird party temporary copies of the Content that are integralto the work product. You may create a digital library, networkconfiguration or similar arrangement to allow the Content tobe viewed by employees, partners and clients.

In the event that you create a derivative work based on orincorporating Wave Break Content, all rights in and to suchImages shall continue to be owned by Wave Break Media subjectto your rights to use such Image(s) pursuant to the terms andlimitations set forth herein. All other rights in the Contentare expressly reserved by Wave Break.

All other rights not expressly licensed in this agreement areexpressly reserved by Wave Break. Any other uses not listedneed to be approved in writing By Wave Break Media.

RESTRICTIONS ON RESALE OF CONTENT

You may not use the Content in anyway other than specifiedin Section Two above.{' '}

The Content and any derivative work thereof may not, in wholeor in part, be used, sold, sublicensed, reproduced,distributed, displayed, incorporated into or otherwise madeavailable as templates, standalone backgrounds, stockelements, effects imagery elements, downloadable files orscreen savers. These restrictions apply even if the Contenthas been altered or changed significantly or contains your ownuploaded Content.

Under no circumstances can the Content and any derivativework, partly or wholly be included in any other media/stockproduct, collection, set of clips, or library, fordistribution or resale.

It is expressly agreed as part of this licence that anyContent exported, downloaded or shared through use of theService, will never be sold as stock media.

You may not share the Content with users, outside of thosehighlighted in Section Two, by providing access to shareddisk, networking of computers or allowing access to internetserver folders. You agree to take all steps to prevent thirdparties from infringing the terms outlined above.

You are prohibited from lending, sub licensing, renting, ordonating the Content to another person or company. The filesare only allowed to be used on one computer at one time unlessby written agreement with Wave Break.

You may not use the Content in any way that might beconsidered defamatory, libellous, obscene, immoral or illegal.This includes use of the Content in a way that places anyperson in the Content in a negative light or depicts them in away that they may find offensive including, but not limited,to the use of the Content in; pornography;tobacco ads;adsfor escort, dating or similar services; politicalendorsements, birth control products. depiction of aparticular sexual orientation; sensitive medical issues;unflattering or unduly controversial to a reasonable person(for example, sexually transmitted diseases).

In the event of less obvious case than listed above thephrase: “Stock photo. Posed by model.” Should be used in thecaption of the photo and clearly visible so that the viewer isfully aware that it is a posed, stock photo and the issue isnot related to the person in the photo.

You may not use the Content to slander, libel to vilify aperson. You may not use the Content to slander, libel tovilify a race, culture, or religion. You may not use theContent to slander libel or vilify a country, region, town,village or any other place.

You may not produce or otherwise create for resale ordistribution, any portion of the Content on canvas, paper orany other medium. You may not also make printed reproductionsof Content. You may not use automated programs to downloadContent. You may not put any Content on Internet bulletinboards.

You may not use any Content (in whole or in part) as atrademark, logo or an element thereof. All trademarks andservice marks remain the exclusive property of the trademarkor service mark owner. You may not alter incidental trademarksor logos contained in the Content in any way which implies anassociation with or an endorsement by the owner(s) of suchtrademarks.

When incorporating the Content in print, film, broadcastproductions, or video products, you shall use reasonableefforts and procedures to provide Wave Break with a copyrightcredit as follows: "Additional Media provided byWavebreak Media Ltd, Used by Permission". Wave Breakacknowledges that you may be limited in providing this creditdue to policies and procedures outside of your control.

Notice of Infringement:

Should you receive notice, verbal or written, from Wave Breakor if you learn that any of Wave Break’s Content, includingcontent displayed under the PikWizard brand name, is subjectto an actual claim or a threatened claim of infringement, orany other claim for which Wave Break may be liable, you willremove the Content from your computer systems and storagedevices, and, if possible, cease any future use of the removedContent at your own expense. If Wave Break removes any Contentfor any reason from its library you will do so also bydeleting the files. Wave Break shall provide you withreplacement Content free of charge, but subject to the otherterms and conditions of this User Licence Agreement.

Termination

The agreement is effective until explicitly terminated;however, the agreement will terminate automatically withoutnotice from Wavebreak Media if at any time you fail to complywith the terms agreed in this document.

In the event of insolvency, the appointment of a liquidator orbankruptcy, your account will may also be terminated withoutnotice.

Upon termination of your account all licences granted to youunder this Agreement shall cease and you agree to immediatelycease to use any Content purchased from Wave Break and deleteall copies of Content in your possession.

Limitation of Liability

Wave Break makes no rights and no warranties orrepresentations to the legality or validity of any releaseassociate with any Content except as outlined in thisdocument. Wave Break makes no rights and makes no warrantiesto the use of names, people, patented copyrights, forms ofintellectual properties, logotypes, copyrighted designs,trademarks, and works of art or architecture represented inthe Content.

You agree that you are aware that you should seek legal advicebefore the use of any Content supplied by Wave Break.

The Content is provided without representation, warranty, orcondition of any kind, either expresses or implied, including,but not limited to the implied representations, warranties orconditions of merchantability, or fitness of a particularpurpose.

Wave Break does not represent or warrant that the Content willmeet your requirements or that its use will be uninterruptedor error free. The entire risk as to the validity andperformance of the Content is with you. Should the Contentprove defective, you (and not Wave Break) assume the entirerisk and cost of all necessary corrections.

You agree to indemnify and hold Wave Break, its directors, itslicensors, and their agents and employees, harmless from andagainst any claims, demands, losses, damages, liabilities orexpenses of any kind from your use of the Content in any form,and breach of terms and conditions of this agreement, ornegligent act, omission or wilful misconduct.

Applicable Law & Jurisdiction:

This contract will be governed by and construed in accordancewith the laws of the Republic of Ireland. All actions,controversies and disputes arising from or relating to thisagreement shall be heard and decided exclusively before thecourts located within the Republic of Ireland. You agree toaccept the exclusive jurisdiction of the Irish courts in anylegal dispute regardless of conflicts of laws. This agreementshall not be governed by the United Nations convention oncontracts for the international sale of goods, the applicationof which is expressly disclaimed.