The use of Inside-photo’s pictures including the services offered by Inside-photo on its website, the consultation and use of Inside-photo photographic documents involves the full and complete acceptance of these conditions also entitled “General Sale Conditions”. Any order entails the acceptance of these general condition s, whose prior reading is compulsory. These general conditions entered into effect on 1 January 2003 and therefore replace any other general or specific condition previously implemented by Inside-photo in its relationships with its clients. Inside-photo reserves the possibility to amend these general conditions for any future exploitation license subject to prior information to Inside-photo’s clients.

[1] WARNING

Inside-photo warrants the beneficiary of the license in accordance with these general conditions, the license agreements and the specific conditions set out on the invoice. Therefore, you must refer to these various agreements. © Inside-photo

[2] WARRANTY

Inside-photo warrants the beneficiary of the license in accordance with these general conditions, the license agreements and the specific conditions set out on the invoice. Therefore, you must refer to these various agreements.

[3] BENEFICIARY OF THE LICENSE

The beneficiary of the license granted by Inside-photo is any natural or legal person that has purchased the exploitation rights in respect of one or several photographic works provided by Inside-photo for its own account. If the purchaser is a natural person, the latter is deemed to be the sole user of the pictures or products, the sole holder of this license to use. If the purchaser is a legal person, this license applies to all its members, affiliates, partners or employees under the direct or indirect supervision of the legal representatives of the legal person.

[4] CONDITIONS FOR THE LICENSING OF EXPLOITATION RIGHTS FORMATION OF THE AGREEMENT. LIMITATION

The use as model, the duplication or the representation of documents provided to the applicant or put at disposal on or through the Inside-photo website requires the prior approval of Inside-photo and the licensing of rights becomes actually effective only provided that the five following conditions are fulfilled: 1°) Acceptance by the beneficiary of the license of the General Sale Conditions; 2°) Acceptance by the beneficiary of the license agreement; 3°) Receipt by Inside-photo, prior to any use, of an order signed by the applicant or a quotation accepted, through a written or electronic device, equivalent to a request for exploitation, detailing all useful information and, in particular: - Type and scope of the use : type of medium; format of the use; format of the medium; printing; date of each publication or representation; duration; geographical area; as the case may be, form of the interpretation; etc. - Background of the use: Name of the user; places of distribution; as the case may be, name of each medium; name and type of the product, the service or the subject dealt with; legends or texts accompanying the picture; etc. 4°) Acceptance by Inside-photo, of the uses and backgrounds indicated, materialised through the remittance of an invoice, equivalent to the conditional license of duplication and/or representation rights. On this invoice, the following must be detailed: terms of payment and, according to the document chosen, the use and its background, the amount of royalties and ancillary expenses, the related obligations or restrictions. Except for any indication to the contrary duly specified on the invoice, the rights to use are licensed only on a non-exclusive basis and in the French territory only. 5°) The full payment of related royalties detailed on the invoice within the time frame set out on the invoice.

[5] LENDING OF DOCUMENTS TO USE AS A MODEL. LIABILITY

Analogical documents lent by Inside-photo must be returned upon expiry of the lending period by any authenticated means and dated (mail with acknowledgment of receipt requested for instance) or by hand delivery to Inside-photo accompanied with a slip listing them and detailing for each document the outcome of the lending. Any delay in the return of physical documents upon expiry of the lending involves automatically the invoicing of late payment penalties. Amount of the penalties: - Late payment penalty (VAT excluded Euros: 10 per day per slide as at 1 January 2003) - Penalty for the loss or deterioration of a slide (VAT excluded Euros: 1,000 as at 1 January 2003) Any slide must be put back into its card or original setting. Refusal of lending or licensing: Inside-photo reserves its right not to accept a request or to cancel the lending, if the applicant and/or its client do not provide satisfactory guarantees. The documents are provided by Inside-photo to the applicant under the latter’s full responsibility until their return checked in Inside-photo offices or – in case of computerised documents – until they are destroyed, including destroying copies, safeguards or archives stored at the place of the applicant and/or its client and/or third parties under the responsibility of the applicant. The documents provided to the applicant have been the subject of a prior technical verification by Inside-photo and are provided in a perfect state, save for any indication to the contrary on the delivery slip.

[6] TARIFFS

The amounts of the royalties to use set out on Inside-photo tariffs indicate the basis for royalties and technical expenses due for legal uses with adequate specifications. These tariffs are available upon request. The taxes are those in force at the date of invoicing. - Author’s rights are subject to VAT at 5.5% (1 January 2003) - Technical expenses are subject to VAT at 19.6% (1 January 2003). The amount of the author’s rights entailing the direct payment by the client of a contribution to AGESSA, in addition to royalties invoiced, is detailed on each invoice. For authors contributing to AGESSA only: 0.5% of the amount excluding VAT of the author’s rights invoiced (1 January 2003). In case of late payment, the license for the exploitation of pictures provided will be automatically and by right terminated, except for any specific and express agreement by Inside-photo to the contrary. Each inadequate and/or illegal duplication, representation or use, beyond possible action for counterfeiting, will give rise to a minimum contractual penalty equal to 5 times the basis for a first single related use. In addition, if the reference to the credit is missing or inadequate, the amount of this “first use” increased by a minimum of 100% will be used as the basis for this penalty. If the beneficiary of the license requests the cancellation of the license in writing within a period of thirty (30) days from the date of downloading or delivery of the pictures, Inside-photo will be able to terminate this agreement and credit the account of the beneficiary for the full amount of the invoice. If this request takes place within more than thirty (30) days but less than or equal to sixty (60) days from the date of delivery, the beneficiary of the license will pay for a termination penalty equal to 50% of the amount of the invoice. Beyond 60 days, the full amount of the invoice will be due. The non-payment of the invoice involves the payment of late payment interest at a rate of 1.5% per month of delay on a prorata temporis basis.

[7] TITLE TO THE DOCUMENTS AND RIGHTS. EXCLUSIVITY

The pictures provided are held by their authors or their successors in title. These documents are never transferred. They may only be lent or licensed in respect of exploitation rights. Only the right to duplicate or represent them may be transferred; this right is always licensed for a determined use and any other use, including the reshowing, even partial in another background of the medium illustrated by these documents, involves a new prior written consent by Inside-photo and gives rise to the new payment of royalties. The transfer of duplication and/or representation rights is never made on an exclusive basis. When it is possible, the exclusivity, under any form, must be the subject of an additional agreement relating to its duration, its territory, the range of activity and the medium or media. This agreement entails an increase of the base royalties negotiable by mutual agreement. Save for an explicit reference on the invoice, the rights are always licensed on a non-exclusive basis and for the French territory only. Any extension of the use as compared to the initial agreement must be subject to the prior consent of Inside-photo and a new license of exploitation rights. The absence of prior information to Inside-photo may be deemed to be an illegal use. Prior to any use, the applicant, if he is a representative, undertakes to notify to the user and to third party intermediaries, the limits of uses authorised according to the rights validly held from Inside-photo. It is fully responsible for any use and its consequences. The user and any third party intermediary, receiving base and derived documents as well as any medium to use from an applicant, are subject to the same undertakings as the applicant. In case of any dispute, Inside-photo reserves its right to commence direct proceedings against the applicant and/or any third party intermediary and/or the user, including for counterfeiting and, as the case may be, to proceed to seizure under legal process. For more detail, please refer to the clauses of the license agreement.

[8] MISCELLANEOUS EXPENSES

In addition to the exploitation royalties and expenses, Inside-photo is entitled to invoice the following expenses: - Carrying out of duplicates of analogical documents, - Carving or duplicating of a numerical file on any new physical medium (CD,DVD, etc.) - Digitalisation in numerical picture formats higher than A4+ and/or definition above 300 DPI and/or Tiff format, - Delivery of the physical document, - Research, laboratory expenses and other services, as the case may be.

[9] LOSS, DETERIORATION OR NO-RETURN OF ANALOGICAL DOCUMENTS

Following lending, a lump-sum amount of 1,000 Euros excluding VAT will be due for any loss or deterioration or no-return of an analogical document, as at 1 January 2003. This value may not be in any case construed as a license of exploitation rights or a fortiori a transfer of title. As from the notice of facts motivating it, it is immediately payable without any notice and upon presentation of an invoice. The loss or deterioration of documents entrusted to the applicant being always possible, it is recommended to be insured consequently

[10] LIABILITIES

Each publication must make a reference to the copyright in the form “name of the photographer / inside-photo.com” next to or close to the picture. Each publication must be the subject, within a maximum period of thirty (30) days following the publication, of the remittance of at least one justification for purposes of information and control by Inside-photo. Inside-photo does not give any right or warranty relating to the use of brand names or trademarks or service marks, whether registered or unregistered, works of art or architectural works and more generally goods or properties contained or represented in a picture and you must therefore check, prior to any use, that the rights and authorisations necessary for the reproduction of pictures in question have been properly held. The adaptation of documents under any form whatsoever is performed by yourself under your full responsibility. Such adaptation may however not undermine the author’s moral right, including in case of a change of interpretation of the document and towards third parties represented. It is expressly prohibited to use the documents put at your disposal for any purpose such as pornography, racism, violence, etc… and in any other litigious field or field detrimental to the author and/or third parties represented and/or Inside-photo. If a picture representing a person is used to illustrate a product, a service or an editorial content through this model in a background that is controversial or different from the general background of the picture, you must print a text close to the picture indicating that this person is a model exclusively used for illustration purposes, without any direct relation to the product, the service or the editorial article in question. No warranty is given by Inside-photo in respect of legends provided. Generally speaking, Inside-photo may not be held liable for indirect damages, such as business damage, loss of clientele, loss of order, any business disruption, loss of profit, loss of brand image. Any action against the beneficiary by a third party constitutes an indirect damage and, therefore, does not give rise to compensation. Besides, the amount of the sums that Inside-photo may be led to award to the beneficiary as damages is expressly limited to the aggregate amount of actually received by Inside-photo from the beneficiary for the exploitation of the litigious photograph(s). For more detail, please refer to the clauses of the license agreement.

[11] PAYMENT OF INVOICES

The rights licensed are validly held only after full payment of the invoice. If the beneficiary of the license requests the cancellation of the license in writing within a period of thirty (30) days from the date of downloading or delivery of the pictures, Inside-photo will be able to terminate this agreement and credit the full amount of the invoice to the account of the beneficiary. Should this request take place within a period of more than thirty (30) days but less than or equal to sixty (60) days from the date of delivery, the beneficiary of the license will pay for a termination penalty equal to 50% of the amount of the invoice. Beyond sixty (60) days, the full amount of the invoice will be due. The non-payment of the invoice entails the payment of late payment interest at a rate of 1.5% per month of delay, on a prorata temporis basis. In case of late payment, the license for the exploitation of the pictures provided will be automatically and by right terminated, except for any specific and express agreement by Inside-photo to the contrary.

[12] GENERAL AND SPECIFIC CONDITIONS

Any lending of a document as well as any use or exploitation of a photographic work provided by Inside-photo entail full adherence to Inside-photo general conditions, the license agreement and the specific conditions set out on the invoice, notwithstanding any clause to the contrary or use set out possibly on the written documents of the applicant or the user. For more detail, please refer to the clauses of the license agreement.

[13] LAW – JURISDICTION

The use of pictures, products and services from Inside-photo is governed by French law and only the French version of this agreement is valid and enforceable against the parties, even in the event of an international use or outside France. IN CASE OF A DISPUTE, THE PARIS COMMERCIAL COURT WILL BE EXCLUSIVELY COMPETENT, NOTWITHSTANDING THE PLURALITY OF DEFENDANTS OR INTRODUCTION OF THIRD PARTIES, EVEN FOR EMERGENCY PROCEEDINGS OR PROTECTIVE PROCEEDINGS, SUMMARY PROCEEDINGS OR UPON REQUEST.