Digital Delivery Terms

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1. This agreement is by and between AGStockUSA and the commissioning party, ("Client" named on the face of this Agreement, including Client's representatives). AGStockUSA's relationship with Client is that of an independent contractor. "Photograph(s)" or "image(s)" refers to the photographic image, in any form (color transparencies or digital files on CD-ROM, Zip disk, computer disk or email) delivered by AGStockUSA to Client.
   
   
2. Submission of digital photographic image(s) is contingent upon the consummation of a licensing contract (sale), either verbally or in writing, of said image(s). Digital photographic images may not be downloaded, reproduced or copied in any way without
   
   
   
   • (a) express written permission on an AGStockUSA invoice stating the rights granted and terms thereof, and
     
     
   • (b) payment of said invoice. The request by client of any digital photographic image, to be delivered on Zip disk, CD-ROM disk, computer disk or by email shall be considered usage. No cancellation of this order is allowed after delivery, and full payment of the invoice is required. A purchase order or written agreement for said reproduction license must be received within 72 hours, either by mail or fax. If not received, an invoice will be issued as a "verbal" order.
   
   
3. All photographs submitted by AGStockUSA are copyright protected under the Copyright Law of 1976. Usage of any image, without a license for reproduction and paying a licensing fee covering the proposed usage, constitutes willful copyright infringement and is punishable to the fullest extent of the law.
   
   
4. Digital photographic images are delivered on Zip disk, CD-ROM disk, computer disk or by email. Files on Zip disks must be downloaded and the Zip disk returned to AGStockUSA within 7 days. If not returned, a charge of $25 per Zip disk will be added to the Client's invoice. CD-ROM disks and computer disks need not be returned. All digital files of AGStockUSA photographs must be erased from Client's computers and backup media upon completion of their project, unless special permission has been granted in writing from AGStockUSA allowing Client to retain said digital files.
   
   
5. Objection to any of the above terms must be made in writing within 10 days of this contract's receipt. Holding of materials constitutes acceptance of these terms which incorporate hereby Article 2 of the Uniform Commercial Code.
   
   
6. Any dispute in connection with this contract including its validity, interpretation, performance or breach shall be arbitrated in the County of Monterey and the State of California pursuant to the rules of the American Arbitration Association and the laws of California. Judgment on the Arbitration award may be entered on the highest Federal or State court having jurisdiction. Any dispute involving $1,500 or less may be submitted, without Arbitration, to any court having jurisdiction thereof. Recipient shall pay all Arbitration and Court costs, reasonable Attorney's fees plus legal interest on any award or judgment.
   
   
7. Recipient agrees that the above terms are made pursuant to Article 2 of the Uniform Commercial Code and agrees to be bound by same, including specifically the above clause 6 to arbitrate disputes.