Representation: KSL represents and warrants to  LICENSEE,  that KSL has obtained all necessary rights, power and authority to enter into and perform this Agreement with  LICENSEE for the rights listed here and attached on the invoice to  this Agreement. Agreement of license:The license to utilize a Photograph(s) and Artist(s)and Artist(s)is only granted for the use on the product, for the time period and in the territory specified on this invoice and for no other purpose.

This license is only effective after you pay this invoice and no rights are granted by your possession of either the Photograph(s) and Artist(s) works.. All Photographs and Artworks are copyrighted and are protected by the intellectual property laws of the United States. All rights not specifically granted to you on the Invoice are reserved for KSL's use and future disposition without any limitations whatsoever.  If you need additional rights, a prohibition on other uses, or some other limit upon other uses of the Photograph or Artwork you have selected, this can be arranged at an additional cost and you should request such limitations.

You agree not to use the Photograph(s) and Artist works in any defamatory manner either by making physical changes to the Photograph or by any accompanying text. By advising us of your choice of Photograph(s), you accept full responsibility that such Photograph(s) and Artworks are suitable for your needs.  This invoice does not grant any rights to use trademarks depicted in any Photographs or Artworks and KSL cannot warrant any rights to any trademarks depicted.  KSL makes no warranty or representation, express or implied, that the use of the Photographs or Artworks on licensed products are fit for any particular purpose or will achieve any particular commercial result. We have calculated the lease fee on this Invoice by relying in good faith on the information you provided.

You should be aware that in the event you utilize a Photograph for any use other than that indicated on this invoice, including but not limited to the number of uses, the publication utilized, or the size of reproduction we shall have the right to sue for copyright infringement and/or breach of contract.  We anticipate and appreciate your honesty in reporting to us.  Liability of the transfer of the Digital Transparencies: You assume full liability for your employees, messengers, agents, assigns, labs, printers and freelance researchers for the misuse of the Photographs from the time you receive them until each digital image is destroyed or deleted. All digital files are subject to the same warranties and representations. In the event that the files are corrupted at the scanners, designers, manufactures and or publishing house, there maybe a fee to replace them from KSL.

Indemnification: LICENSEE shall defend, indemnify, and hold harmless. KSL and its officers, directors, employees, agents, successors, assigns, photographers, clients, licensees, subagents, illustrators, stock agencies, and persons affiliated with KSL against any and all costs, damages, losses, judgments, settlements, awards, decrees, and expenses (including without limitation reasonable attorney’s fees and court costs) incurred in connection with any claim, demand, suit, proceeding, investigation or cause of action based upon breach of any warranty or representation made by LICENSEE.  No model releases, or any other releases, exist on any Photograph or Artworks unless we specify the existence of such release in writing which is provided to you. 

You agree to indemnify and hold KSL, its officers, directors, employees, agents, successors, assigns, and the Photographer or Artist harmless against any and all costs, damages, losses, judgments, settlements, awards, decrees, and expenses (including without limitation attorney's fees and court costs) incurred in connection with any claim, demand, suit, proceeding, investigation, or cause of action arising out of the use, manufacture, advertising, storage, sale or other distribution of a Photograph, including, without limitation, claims for injury to or death of persons and loss of or damage to property arising out of the use of any Photograph, and for the defamatory use of a Photograph in any manner or context.  In any event, KSL's liability for any improper use of a Photograph shall be limited to the sum paid for the use of the particular Photograph involved. 

If this invoice was not paid prior to using a photograph,scanned image or any trademark or logo which is provided by KSL, and shall be absolved from any and all liability, and held harmless by you for all claims arising out of any usage, since publication was made without proper authority.While best efforts have been made to accurately identify each Photograph, we do not assume any responsibility for inaccurate or incomplete captions. 

KSL total liability for any problem whatsoever and to lost sales revenue or advertising relating to a Photograph or Artwork  shall be limited to the lease payment paid in accordance with our Invoice. You may not assign or transfer the rights granted in this Agreement to anyone else without KSL's prior written consent.  Enforcement of Rights: or as we otherwise indicate. LICENSEE shall defend, indemnify, and hold harmless KSL and its officers, directors, employees, agents, successors, assigns, photographers, clients, licensees, subagents, illustrators, stock agencies, and persons affiliated with KSL against any and all costs, damages, losses, judgments, settlements, awards, decrees, and expenses (including without limitation reasonable attorney’s fees and court costs) incurred in connection with any claim, demand, suit, proceeding, investigation or cause of action based upon breach of any warranty or representation made by LICENSEE.  If we are obligated to go to court, rather than arbitration, to enforce any of our rights, or to collect any fees due us, you agree to reimburse us for our legal fees and disbursements if we are successful. 

Arbitration:  All matters concerning copyright infringement shall be adjudicated in the Federal Court and matters involving less than $l,500 shall be submitted to the municipal court of San Francisco County, California. A material part of this contract is your agreement to arbitrate disputes.  Any and all disputes arising out of, under or in connection with this contract, including without limitation, its validity, interpretation, performance and breach, but excluding copyright infringement and sums under $l,500, shall be settled by arbitration in San Francisco, California, pursuant to the rules of the American Arbitration Association in effect at the time arbitration is demanded.  Judgment upon any award rendered may be entered in the highest court of the forum, State or Federal, having jurisdiction.  This contract, its validity and effect shall be interpreted under, and governed by, the laws of the State of California, and you agree that the arbitrators shall award all costs of arbitration, including legal fees, plus legal interest to the successful party.

Agreed upon and to the terms by ______________________________ date________________________