(1) "Agency" hereafter refers to Photo Vision International (photov). All photographs, and rights not expressly granted in the invoice, remain the exclusive property of the Photographer without limitation (assuming no outright purchase of photography by Client). Client acquires only the rights specified. All Images and rights therein, including copyright, remain the sole and exclusive property of Photo Vision International and the Photographer.

(2) "Image(s)" means all viewable renditions furnished by photographer hereunder, whether captured or stored in photographic, magnetic, optical, or any other medium whatsoever.

(3) Acceptance: Any of the following actions by the Client shall indicate the Client's acceptance of these terms and conditions: acceptance of the image(s), payment of the license contract, breaking the seal on the CD cover.

(4) Time is of the essence for payment of Invoice. No rights are granted until payment is made in full.

(6) Unauthorized use of these images constitutes copyright infringement. Copyright infringement shall allow Photo Vision International to exercise all remedies under applicable copyright law.

(7) Photo Vision International makes no warranty or representation as to the accuracy of any information provided with the images. In addition, Photo Vision International makes no warranties or representations with respect to subject matter of any image or rights to proprietary subject matter depicted in any image.

(8) Client will indemnify and defend Photo Vision International against all claims, liability, damages, costs, and expenses, including reasonable legal fees and expenses, arising out of any use of any Images for which no release was furnished by Photo Vision International, or any Images, which are altered by Client. Unless furnished, no release exists. Photo Vision International liability for all claims shall not exceed in any event the total amount paid under the invoice.

(10) Adjacent credit line for Photographer and Agency (to appear as: “Hisham Ibrahim/www.photov.com” must accompany editorial use or invoiced fee shall be doubled. Client will provide copyright protection on any use and assign same to Photographer immediately upon request, without charge (assuming no outright purchase of photography by Client).

(11) Client agrees to return or destroy all reproduction-quality images whether digital, reproduction copies, pre-press, or other duplications within 90 days of the contract expiration date.

(12) Client shall provide Photo Vision International with two copies of any publication created by the Client in which Photo Vision International Images are used.

(13) Cancellation: If Client decides not to use the image(s), Client must notify Photo Vision International in writing within 15 days from the contract date to receive a cancellation of the license fee as referenced herein. Shipping, production fees, handling fees and cancellation charge shall remain due and payable. If the Client decides to cancel after 15 days and before 60 days, the above charges shall apply plus a fee equal to 50% of the usage fee. Cancellations after 60 days shall be subject to the entire fee as quoted for each image.

(14) No model releases or other releases exist for any image unless specifically stated in this contract. It is the responsibility of the Client to obtain releases for the subject matter as may be required.

(16) Client agrees that it will not use any image to defame any person, violate any person's right to privacy, infringe on any trademark or service mark or trade name, or for any unlawful purpose. It is the Client's responsibility to defend Photo Vision International against all claims, damages and liability including legal fees arising out of a contract breach or use of an image for which Photo Vision International supplied no release.

(17) Client hereby expressly consents to the jurisdiction of the Federal courts with respect to claims by Photographer under the Copyright Act of 1976, as amended.

(18) Client may not assign or transfer this agreement. Holding or use of the photographs constitutes acceptance of the above terms, hereby incorporating Article 2 of the Uniform Commercial Code. No waiver is binding unless set forth in writing.

(19) Any dispute in connection with this Invoice including its validity, interpretation, performance, or breach shall be arbitrated in Arlington, Virginia pursuant to rules of the American Arbitration Association and the laws of Virginia. Judgment on the Arbitration award may be entered in the highest Federal or State Court having jurisdiction. Any dispute involving $5000.00 or less may be submitted, without arbitration, to any court having jurisdiction thereof. Client shall pay all arbitration and Court costs, reasonable Attorney's fees, plus legal interest on any award or judgment.