THIS IS A LEGAL AGREEMENT BETWEEN YOU, YOUR COMPANY, YOUR EMPLOYER AND/OR YOUR CLIENT (in the case you are an agent acting for a single client), AS THE CASE MAY BE (COLLECTIVELY "YOU"), AND JUSTIN PARKS WEST. "JUSTIN WEST" WHEN USED HEREIN SHALL MEAN JUSTIN PARKS WEST, OR ITS WHOLLY-OWNED SUBSIDIARY CORPORATIONS. THIS LICENSE AGREEMENT APPLIES, WITHOUT LIMITATION, TO THE WEB SITES CURRENTLY LOCATED AT: www.justinwest.com, AND/OR www.justin-west.com.

PLEASE READ THE FOLLOWING TERMS AND CONDITIONS. YOUR ACCEPTANCE OF THESE TERMS IS AN ABSOLUTE CONDITION TO YOUR ACCESS TO AND USE OF ANY IMAGE(S). DOWNLOADING AND/OR USING ANY IMAGE(S) FROM JUSTIN WEST CONFIRMS YOUR ACCEPTANCE OF THESE TERMS AND FORMS A LEGAL CONTRACT BETWEEN YOU AND JUSTIN WEST.

JUSTIN WEST reserves the right to change any of the terms of this Agreement at any time, and you agree to be bound by such changes. If you do not agree to the following terms, as may be amended, do not download or use any Image(s).

"Image(s)" shall mean graphics, illustrations, images, photographs or any other visual representation regardless of whether the Image(s) are obtained via download from any JUSTIN WEST web site, delivered via any storage media (CD, DVD, disk, etc.) that is now known or may become known in the future, or obtained from a JUSTIN WEST authorized distributor, together with all accompanying metadata and other material.

"Storage Media" shall mean CD-ROM, digital video disc (DVD), floppy disk, or any other storage device or media now known, or hereafter created.

"User" shall mean the individual, legal entity or agent entering into this license agreement or any employee or contractor of such individual, legal entity or agent that edits, manipulates or modifies the Images or are otherwise directly involved in the creative process including, but not limited to, photo editors, photo researchers, photographers, art directors or designers. All Users shall only use the Images in accordance with the terms of this Agreement.

"You" shall mean a single: (i) individual, (ii) legal entity (corporation, partnership, LLC, sole proprietorship, etc.), or (iii) agent acting on behalf of a single individual or entity.

JUSTIN WEST grants you a non-exclusive and non-transferable license to use the Image(s) only as provided in this License Agreement.

FOR IMAGES ACQUIRED BY PURCHASE/DOWNLOAD AND STORAGE MEDIA. YOU ARE GRANTED A ONE (1) USER MULTIPLE USE, LICENSE FOR USE OF THE IMAGES.

(I) Back up, and store, Image(s) as necessary on a single server for archival, tracking or asset management purposes.

(II) Use of the Image(s) in any electronic or print media, including advertising and editorial use, provided such use is not intended to allow the re-distribution or re-use of the Image(s).

(III) Use the Image(s) in any items for personal use or resale, including book covers, calendars, consumer merchandise (T-shirts, posters, art, etc.), provided such use is not intended to allow the re-distribution or re-use of the Image(s).

(IV) Modify or alter the Image(s) as necessary for your use, provided that if such modification or alteration constitutes a derivative work, the rights to all such derivative works shall belong exclusively to JUSTIN WEST or its providers, as the case may be, and that you shall only use such derivative work in accordance with this Agreement. If requested by JUSTIN WEST, you agree to execute a written assignment of any such rights, including copyrights, at no cost to JUSTIN WEST.

(V) Use the Image(s) as décor in an office, lobby, public area, restaurant, or retail store.

(VI) Use the Image(s) as design elements in video, film, or television broadcasts.

(VII) Use the Image(s) in connection with your business or entity, e.g. corporate identity documents and letterhead, except as prohibited below.

(VIII) Use the Image(s) for any other uses approved in writing by JUSTIN WEST.

(II) Comp Use

JUSTIN WEST grants you the non-exclusive and non-transferable right to use Image(s) for Comp Usage for a period not to exceed ninety (90) days, unless or until a subscription is purchased.

(III) Prohibited Uses: You may NOT:

(I) Sublicense, distribute, transfer or assign the Image(s) or rights to the Image(s).

(II) Reverse engineer, decompile, translate, or disassemble any part of the Image File(s).

(III) Copy or reproduce the Image(s), except as specifically provided for above.

(IV) Remove any copyright, trademark or watermark from any place where it appears on the Image(s).

(V) Use the Image(s) to compete with JUSTIN WEST. JUSTIN WEST is in the business of licensing images to his clients/users. It is the specific intent of this provision to prohibit you from using the Image(s) to enter, either directly or indirectly, a similar or competing business.

(VI) Use the Image(s) in a product or service whereby the Image(s) can be used apart from a product or service.

(VII) Use the Images(s) in any downloadable format intended for multiple distribution including, without limitation, web site templates, software products, e-greetings, etc. You may contact licensing[at]justinwest.com to recieve specific information about a special license required for such use.

(VIII) Use the Image(s) in any way that could be considered defamatory, pornographic, libelous, immoral, obscene or fraudulent, or illegal, either by making physical changes to it, in the juxtaposition to accompanying text or images, or otherwise.

(II) All other rights not expressly granted to you are reserved solely for JUSTIN WEST.

(III) JUSTIN WEST reserves the right to replace Image(s) with an alternative Image for any reason. Upon notice of such replacement, the license for the replaced Image(s) immediately, and automatically, terminates for any use of the Image(s) that does not already exist, and this License Agreement shall automatically apply to any replacement Image(s). You agree not to use any replaced Image(s) with future products or services and you shall take all reasonable steps to discontinue use of the replaced Image(s) in existing products or services.

A. This License Agreement is effective until it is terminated.

(I) You can terminate this Agreement by destroying the Image(s), along with any copies or archives, any CD/DVD-ROM or accompanying materials (if applicable), and ceasing all use of the Image(s) for any purpose. Such termination may not effect payment obligations.

B. JUSTIN WEST may, in its sole discretion: (i) monitor, as frequently as JUSTIN WEST determines, anything you download from this web site, (ii) limit downloads to a fixed amount of downloads per 24 hour period so as to insure the best possible service to all subscribers to this web site, (iii) track any abuse of your username and password, (iv) suspend or terminate your account, without notice, if JUSTIN WEST believes there is a violation of this Agreement and/or any abuse of your username and password.

C. Upon termination of this Agreement, you agree to (i) destroy all copies and archives of the Image(s), (ii) cease using the Image(s) for any purpose, and (iii) confirm to JUSTIN WEST in writing that you have complied with these requirements.

(II) the Image(s) or other Storage Media (if applicable) will be free from defects in materials and workmanship under normal use for a period of 30 days from the date of license; and that the Image(s) as provided hereunder, and used as permitted herein, will not infringe any copyright, trademark, moral right, right of privacy or any other intellectual property right of any third party.

B. EXCEPT AS PROVIDED ABOVE, THE IMAGE(S), STORAGE MEDIA AND ACCOMPANYING MATERIALS (IF APPLICABLE) ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. JUSTIN WEST GRANTS NO RIGHTS OR WARRANTIES WITH RESPECT TO THE USE OF NAMES, TRADEMARKS, LOGO TYPES, COPYRIGHTED DESIGNS OR WORKS OF ART OR ARCHITECTURE DEPICTED IN ANY IMAGE, AND THE USER MUST SATISFY ITSELF THAT ALL NECESSARY RIGHTS, CONSENTS, OR PERMISSIONS AS MAY BE REQUIRED HAVE BEEN OBTAINED. JUSTIN WEST DOES NOT WARRANT THAT THE IMAGE(S), WEB SITES OR OTHER MATERIALS, WILL MEET YOUR REQUIREMENTS OR THAT USE WILL BE UNINTERRUPTED OR ERROR FREE. THE ENTIRE RISK AS TO THE QUALITY, PERFORMANCE AND USE OF THE IMAGE(S) IS SOLELY WITH YOU. YOU UNDERSTAND THAT YOU SHOULD SEEK COMPETENT COUNSEL BEFORE USING IMAGES ON OR IN CONNECTION WITH ANY GOODS OR SERVICES OR FOR ANY OTHER COMMERCIAL PURPOSES. JUSTIN WEST SHALL NOT BE LIABLE TO YOU OR TO ANY OTHER ENTITY FOR ANY GENERAL, PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES, OR LOST PROFITS OR ANY OTHER DAMAGES, COSTS OR LOSSES ARISING OUT OF YOUR USE OF THE IMAGE(S), JUSTIN WEST'S BREACH OF THIS AGREEMENT OR OTHERWISE, EVEN IF JUSTIN WEST HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES. IN NO EVENT, SHALL JUSTIN WEST’S TOTAL AGGREGATE LIABILITY TO YOU, OR TO ANY THIRD PARTY CLAIMING THROUGH YOU, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE IMAGE(S) (WHETHER IN CONTRACT, TORT OR OTHERWISE) EXCEED ONE, (1), TIMES THE MONETARY AMOUNT ACTUALLY RECEIVED BY JUSTIN WEST FOR YOUR USE OF THE APPLICABLE IMAGE(S).

C. You represent, warrant and covenant that:

(I) You are at least eighteen years of age and have the full right and authority to enter into this License on behalf of yourself and/or your company, employer or principal;

(II) You do not reside in any country to which export of US products are prohibited or restricted and you may not ship, transfer or export any of the Images into any country or use any of the Images in any manner prohibited by any laws, restrictions or regulations;

(III) You will not use the Image(s) in any way that is not permitted by this License;

(IV) Your use of the Image(s) will not violate any applicable law or regulation of any country, state, or other governmental entity;

(V) The information that you provide to JUSTIN WEST is accurate and true, including, without limitation, all credit card or other payment information and you shall update such information as necessary; and

(VI) You shall be solely responsible for your use of the Image(s) and agree that JUSTIN WEST grants no rights with regard to the use of trademarks, trade dress, copyrighted designs or works of art or architecture in any Images, and you must satisfy yourself that all necessary rights or consents regarding any of the above, as may be required for reproduction, have been obtained.

(VII) You are solely responsible for determining whether your use of any Image(s) requires the consent of any other party or the release by license of any additional rights. You are solely responsible for obtaining any and all releases and clearances as may be required, and you should not rely solely on the information provided by JUSTIN WEST. If you are unsure whether additional rights are needed for your use of the Images, you are responsible for consulting with competent legal counsel.

(VIII) If you are acting as an agent, you must inform your client/principal of the terms of this License.

A. Enforceability:

If any provision of this Agreement is held to be not enforceable, such provision shall be reformed only to the extent to make it enforceable, consistent with the parties' intent.

B. Taxes and other:

You agree to pay and be solely 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 your use of the Image(s), pursuant to this Agreement.

C. Waiver:

No action of JUSTIN WEST, other than an express written, signed waiver may be construed as a waiver of any part of this Agreement, and no employee of JUSTIN WEST is authorized to make an oral waiver. In the event that JUSTIN WEST waives a specific part of the Agreement, it does not mean that JUSTIN WEST waives any other part.

(a) If you purchased a Subscription, you may receive a full refund within three (3) days of your invoice date, provided that you have not downloaded more than five (5) images. After three (3) days, or download of more than five (5) Images, no cancellations will be accepted, no refunds made and you will be responsible for and must pay the full amount of the invoice. By requesting a refund, you hereby represent and warrant that: (i) you have deleted or destroyed all downloaded Images, (ii) that you have not, and will not use any Images from the subscription, and (iii) that a breach of the foregoing shall require you to immediately repay the entire subscription fee plus damages to JUSTIN WEST.

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND JUSTIN WEST, WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN YOU AND JUSTIN WEST RELATING TO THE SUBJECT OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY PURCHASE ORDER TERMS (EVEN IF SUCH TERMS ARE SUBSEQUENT TO THE DATE OF THIS AGREEMENT). FAQ'S, OTHER EXPLANATIONS, AND TEXT IN JUSTIN WEST'S WEB SITES ARE FOR YOUR INFORMATION ONLY AND ARE NOT, AND SHALL NOT BE CONSTRUED AS, PART OF THIS AGREEMENT UNLESS SPECIFIED OTHERWISE IN THIS AGREEMENT.