THESE PICTURES HAVE BEEN DELIVERED AT THE CLIENT'S REQUEST

Terms and Conditions of Submissions and Reproduction of Pictures.

1. In this Agreement the term
   (a) "picture" includes a photograph, transparency. negative, digital file (whether delivered by electronic transmission, or on any digital media, such as CD discs, etc.) design, artwork, painting, montage, drawing, engraving, or any other item which the Agency may offer for the purpose of reproduction:
   
   (b) "reproduction" includes any form of publication or copying of the whole or part of any picture whether by printing. photography, slide projections (whether or not to an audience, xerography, artist's reference, artist's illustration, layout or presentation. electronic or mechanical reproduction or by any other means.
   
   (c) "Date for Return" is the date by which the pictures supplied by the Agency must be returned to it as specified on the advice or delivery note or invoice or as extended by notice in writing from the Agency. If no date is specified, the Date for Return shall be four weeks from of the advice note or if an invoice is rendered for reproduction rights 4 weeks from the date of such invoice.
2. No variation of any term or condition set out herein shall be effective unless agreed in writing by both parties.
3. Pictures are supplied on loan and no property right or copyright in any picture shall pass to the Client whether on its submission or on the Agency's grant of reproduction rights in respect thereof,
4. A non-refundable service fee to cover administrative costs and dispatch of the pictures is payable by the Client on each submission and resubmission of pictures whether or not reproduction rights are required or granted. An additional fee may be charged to cover research time spent by the Agency. The Client shall pay for courier, express or any other special delivery arrangement requested.
5. Reproduction rights (if any, when granted) are strictly limited to the use, period of time and territory specified on the Agency's invoice and unless otherwise agreed in writing relate to a single publication in a single size with text (if any) in one language only. Rights granted to reproduce a picture on a product do not include the right to use that picture directly or indirectly in any manner in the advertising of that product unless such right is specifically granted.
6. Reproduction rights granted are personal to the Client and may not be assigned, nor may any picture submitted to lie Client be loaned or transferred to third parties save for the purpose of the exercise by the Client of such reproduction rights.
7. The Agency's advice or delivery note will list all the pictures delivered to the Client, which shall be deemed to have been received In good condition unless within 2 days of receipt the Client notifies the agency in writing of any discrepancy or damage.
8. (a) Risk in or responsibility for pictures passes to the Client from the time they are received until their safe return. The Client shall immediately inform the Agency in writing of any known loss or misuse of. or damage to the pictures while in the Client's possession or that of any Third party. If a picture is not returned within 12 weeks of the Date for Return then the Agency may, in its sole discretion, presume it to be lost.<
   
   (b) The Client shall be liable to pay the Agency compensation in respect of each picture lost or damaged. Such compensation shall be $1,500.00 for each picture lost or damaged with the exception of any monotone picture for which there is an available negative in which case the compensation shall be $150.00 and with the further exception of any picture in respect of which a different compensation figure for loss or serious damage has previously been specified in writing by the Agency. Payment of compensation does not give rise to any rights in any picture.
   
   (c) A picture subsequently found must be returned to the Agency immediately. If it is undamaged the Client will be credited with the compensation paid less a rental fee (under Clause 11) from the date the compensation is claimed to the date the picture is returned, such credit being at least 20% of the compensation paid.
9. Any picture returned without its mount or with its caption or other mount data missing or defaced shall incur a replacement charge of $25.00
10. The Client must return every picture to the Agency by the Date for Return by any method affording proof of delivery. All necessary protection must be given to pictures in transit. A delivery note listing and totalling the returned pictures must be enclosed.
11. The Client's right to reproduce a picture arises only when the Agency's invoice relating to the grant of such right is duly paid. Any reproduction before payment of the invoice constitutes an infringement of rights end a breach of this Agreement entitling the Agency to rescind the Agreement and rendering the Client liable for the payment of damages.
12. The Client agrees to indemnify the Agency in respect of any claims or damages or any loss or costs arising in any manner from the reproduction without proper reproduction rights of any picture supplied to the Client by the Agency.
13. If the Agency's invoice is not paid in full within 30 days of issue, the Agency may rescind this Agreement and recover damages or may charge interest on the overdue payment at 2% per month. In either event the Client shall on request pay all costs and charges reasonably incurred in recovering any damages or overdue sum.
14. On the Client's death or bankruptcy, or (if the Client is a company) in the event of a Resolution, Petition or Order for Winding-up being made against it or if a Receiver is appointed, the Agency may at any time thereafter inspect any records, accounts and books relating to the reproduction of the Agency's pictures to ensure that the pictures are being used only in accordance with the reproduction rights granted to the Client.
15. (a) Unless otherwise agreed in writing if any picture reproduction by the Client omits the copyright notice or credit line specified by the Agency the reproduction fee payable by the Client shall be 50% more than that specified on the invoice.
    
    (b) Two proofs of any publications or the relevant pages thereof containing any pictures supplied by the Agency are to be furnished to the Agency by the Client free of charge within 2 weeks of publication.
16. While the Agency takes all reasonable care in the performance of this Agreement generally, the Agency shall not be liable for any loss or damage suffered by the Client or by any third party arising from any defect in any picture or its caption or in any way from its reproduction.
17. Unless specified in writing no warranty is given by the Agency as to the existence or validity of model or other releases in respect of any picture and the Agency shall not be liable for the absence of such release nor for any defect in any existing releases. The Agency gives no rights or warranties with regard to the use of names, trade marks, registered or copyright designs or works of art depicted in any picture, and the Client must satisfy himself that all the necessary rights or consents as may be required for reproduction are obtained. The Client shall indemnify the Agency against any loss suffered by the Agency resulting from any reproduction of a picture by the Client without effective releases, rights or consents.
18. Reproduction rights are not granted exclusively to the Client except when specified on the invoice.
19. Recipient agrees to pay a Holding fee of not less than $5.00 per day per color transparency and $1.00 per day per B/W held beyond 15 days without the written approval of REX USA LTD.
20. All rights not specifically granted on the invoice are reserved by REX USA LTD.
21. It is agreed that any dispute other than a claim of copyright Infringement arising in connection with a submission or any breach of its terms shall be resolved in New York City pursuant to the American Arbitration Association.
22. When a photograph is used, the user must inform REX USA LTD. of the reference number, description, type and size of reproduction.