THIS IS A LEGAL AGREEMENT ("Agreement") BETWEEN YOU AND DVARCHIVE.

PLEASE READ THIS AGREEMENT IN ITS ENTIRETY BEFORE YOU DOWNLOAD ANY DVARCHIVE CLIP. BY DOWNLOADING ANY DVARCHIVE CLIP FROM THIS WEBSITE YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE, CLICK ON THE "CANCEL ORDER" LINK ON THE WEBSITE TO DECLINE THIS AGREEMENT.

TERMS & CONDITIONS
The License: Subject to the terms and conditions of this Agreement, DVARCHIVE grants to you a personal, perpetual, nonexclusive, non-transferable, nonsublicensable worldwide right to use the DVARCHIVE clips you download or receive from this site, which may consist of moving images, animations, or other digitized audio or visual representations or any portion thereof ("a DVARCHIVE clip"). DVARCHIVE continues to own the DVARCHIVE clips which you have downloaded and you have no legal claim to the ownership or copyright of DVARCHIVE clips. DVARCHIVE clips may not be used for branding or trademarking. By downloading or receiving by carrier any stock file images on this site, you are bound by the license terms herein which state what you may and may not do with a DVARCHIVE clip and contain limitations on warranties and remedies. Should you violate the t erms of this Agreement, you license will be deemed automatically revoked.

PERMITTED USES
You may distribute programming containing images from DVARCHIVE. You may publicly display and demonstrate any footage clip obtained by you from DVARCHIVE (each a "DVARCHIVE Clip"), but only as incorporated into any work with substantial value added by you (i.e., you may not distribute, license, share with other individuals or re-sell any DVARCHIVE Clip on a stand-alone basis or with minor augmentation); provided that your right to modify, display and create derivative works may be subject to applicable worldwide moral rights and similar authors and artists rights. For example, you may incorporate the DVARCHIVE Clip into your promotional materials, as part of educational, entertainment or advertising programming, online (including in web page design), broadcasts, products (including products for sale), publications (electronic or print), and in materials for personal, noncommercial use and test or sample use, including comps or layouts, provided that these works are designed only for viewing purposes and not intended for re-use, resale, or re-licensing, or in any on-line distribution or file sharing or other stock footage delivery system.

PROHIBITED USES
Except as specifically provided in this Agreement, DVARCHIVE clips may not be shared, copied, sublicensed, resold or otherwise made available for use or distribution or commercialized. This is a personal license between you and DVARCHIVE. Upon downloading or ordering a clip from DVARCHIVE, you are asked to create a profile of yourself which is linked to computer records of your downloading terminal. This information, printed on your receipt and password protected on the DVARCHIVE website may be used by DVARCHIVE to track unauthorized usage and sharing of DVARCHIVE clips. It is prohibited to share DVARCHIVE clips for re-use with colleagues, clients or any individuals other than yourself. If a client or colleague wishes to use the DVARCHIVE clip separately, either you on behalf of your client or your client must license the DVARCHIVE clip for your client's separate use, either through downloading it again at the DVARCHIVE website, or by contacting us at additionallicensing@dvarchive.com. You are solely responsible for the inforcement of this license between you and DVARCHIVE. You are solely responsible for any licensing costs, damages, legal costs, or other consequences which may result from authorized or unauthorized usage of a DVARCHIVE clip or clips by third parties.

DVARCHIVE clips may not be not be made available for use, resale or distribution as stock footage. They may not be re-licensed or resold as stand alone clips detached from your programming or website. For example, you may use the DVARCHIVE clips as an integral part of your web design, but you may not make DVARCHIVE clips available for downloading separately or in formats designed or intended for permanent storage or re-use by web site users. You may not disassemble, de-compile, or "unlock", reverse engineer, translate or otherwise decode the Product for any reason.

You shall not make any use of any DVARCHIVE clip that may be deemed pornographic, defamatory, libelous or otherwise unlawful. You agree to defend, indemnify, and hold DVARCHIVE harmless against all liability, loss, damage, cost and expense, including reasonable attorneys' fees, paid or incurred by DVARCHIVE in connection with your failure to comply with this, and DVARCHIVE has the right to participate in such defense. DVARCHIVE reserves all rights not expressly granted herein.

FEES AND PAYMENTS, CLIP QUALITY
Fees and Payments: In exchange for your usage of DVARCHIVE Clips as provided hereunder, you agree to pay to DVARCHIVE a non-refundable license fee in advance in the amount most recently quoted by DVARCHIVE for each DVARCHIVE Clip that you receive or download. DVARCHIVE allows the user to download a low resolution version of each clip free of charge for inspection, previewing and editing purposes. In addition, DVARCHIVE makes all clips available in streaming video for on site review. Some DVARCHIVE clips may contain slight flaws, including but not limited to minor scratches and dirt, minor lens obstructions, minor focus or exposure variations, grain, or other factors. DVARCHIVE clips are sold "as is" and all sales on the DVARCHIVE site are final.

OWNERSHIP AND TERMINATION
All rights and title to DVARCHIVE clips and the software contained on this disc are owned by DVARCHIVE and its licensors and are protected by United States copyright laws, the law of trade secrets, international treaty provisions and other applicable laws. DVARCHIVE and its licensors retain all rights not expressly granted by this agreement. The license contained in this agreement will terminate automatically without notice from DVARCHIVE if you fail to comply with any provision of this agreement. Upon termination, you must immediately (i) stop using the DVARCHIVE clips and (ii) return the clips and all copies of it to DVARCHIVE, and (iii) delete the DVARCHIVE clips and all copies from all magnetic media, hard drives or other storage facilities or methods and destroy all other copies or, upon request of DVARCHIVE, return all such copies to DVARCHIVE. Your indemnity and payment obligations and DVARCHIVE's rights in conjunction with those obligations shall survive any termination or expiration of this Agreement. The provisions of this paragraph are in addition to any other rights or remedies DVARCHIVE may have as a result of any breach of this Agreement. Neither party will be entitled to damages as a result of termination of this Agreement as provided herein.

Trademarks can only be used to identify printed or electronic output produced by the Product. Such use of any trademark does not give you any rights of ownership in that trademark. Except as stated above, this License Agreement does not grant you any intellectual property rights in the Product. Unpublished rights are reserved. Your use of the Product, including the DVARCHIVE clips and the other Software contained on this disc, must be in compliance with all applicable law, including but not limited to laws and regulations relating to currency and the law of moral rights. This site and the software contained on it is "Restricted Computer Software." Use, duplication, or disclosure by the U.S. Government is subject to restrictions as set forth in this agreement and as provided in DFARS 227.7202-1(a), and 227.7202-3(a) (1995), DFARS 252.227.7013 (OCT 1988), FAR 12.212(a) (1995), FAR 52.227-19, or FAR 52-227-14, as applicable.

DISCLAIMER
DVARCHIVE MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. Some states do not allow the exclusion of implied warranties, so this disclaimer may not apply to you. TO THE EXTENT PERMITTED BY LAW, DVARCHIVE AND ITS SUPPLIERS EXPRESSLY DISCLAIM ALL EXPRESS WARRANTIES NOT STATED HERE AND ALL IMPLIED WARRANTIES AND CONDITIONS, INCLUDING ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE.

EXCLUSION OF DAMAGES
NEITHER DVARCHIVE NOR ITS LICENSORS SHALL BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY GENERAL, SPECIAL, DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR OTHER DAMAGES ARISING OUT OF THIS LICENSE AGREEMENT OR OTHERWISE even if a DVARCHIVE representative has been advised of the possibility of such damages, or for any claim by a third party. Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above exclusion or limitation may not apply to you. DVARCHIVE'S TOTAL LIABILITY FOR ALL CLAIMS ARISING UNDER THIS AGREEMENT IS LIMITED TO THE FEES RECEIVED BY DVARCHIVE HEREUNDER. DVARCHIVE and its licensors do not and cannot warrant the performance or results you may obtain by using DVARCHIVE clips.

INTEGRATION
This Agreement is the complete and exclusive agreement between you and DVARCHIVE with respect to the subject matter of this Agreement, superseding and replacing any and all prior understandings (both written and oral) regarding such subject matter.

MODIFICATION
Any modification to this Agreement must be in writing and signed by both parties.

GENERAL
If any provision of this Agreement is found illegal or unenforceable, the legality and enforceability of the other provisions of this Agreement will not be affected. Your use of DVARCHIVE Clips must be in compliance with all applicable laws, including but not limited to laws and regulations relating to export, currency and the law of moral rights. DVARCHIVE reserves the right to discontinue the distribution of any DVARCHIVE Clip for any reason. This Agreement takes effect with respect to any particular DVARCHIVE Clip at such time as DVARCHIVE receives full payment for such DVARCHIVE Clip, and continues in effect until terminated hereunder. No failure of either party to exercise or enforce any of its rights hereunder will act as a waiver of such rights. This Agreement shall be governed in all respects by the laws of the state of California, excluding its body of law relating to conflicts of law. All disputes between the parties arising under this Agreement shall be finally decided through binding arbitration b efore Judicial Arbitration & Mediation Services, Inc., in San Francisco, California, and judgment on any arbitration award may be entered in any court having jurisdiction over the parties or their assets. Notwithstanding the foregoing, any claim or controversy related to DVARCHIVE's intellectual property rights arising out of Section 1 (License Grant), Section 2 (Restrictions) or Section 9 (Assignment) shall, at DVARCHIVE's option, not be determined by arbitration, but by a court located in San Francisco County, California; further, the provisions of this Section 14 shall not prohibit DVARCHIVE from seeking an injunction to prevent breach of your obligations with respect to DVARCHIVE's intellectual property rights in connection with such Sections. The prevai ling party in any dispute under or in connection with this Agreement will be entitled to recover the reasonable fees of attorneys and costs of proceedings.