END USER LICENSE AGREEMENT

IMPORTANT NOTICE: PLEASE READ CAREFULLY BEFORE ENTERING INTO THIS END USER LICENSE AGREEMENT “AGREEMENT”. THIS AGREEMENT IS A LEGAL AGREEMENT BETWEEN YOU “CUSTOMER” AND DESIGN IN FOCUS Ltd., A COMPANY INCORPORATED UNDER THE LAWS OF ENGLAND AND WALES UNDER THE FOLLOWING REGISTRATION NUMBER 11610004, LOCATED AT 38 STOKES ROAD, CORSHAM, SN13 9AA “COMPANY”.

IF YOU WISH TO DOWNLOAD ANY IMAGE FROM www.graphicpropshop.com YOU MUST INDICATE YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS BY CLICKING “I AGREE” ON THE CHECKOUT PAGE. DESING IN FOCUS WILL BE DEEMED TO HAVE ENTERED INTO THIS AGREEMENT WITH YOU ONCE YOU HAVE CLICKED “I AGREE”.

IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU WILL NOT HAVE ANY RIGHTS TO USE ANY IMAGE OR PICTURE AVAILABLE TO BE LICENSED ON WWW.GRAPHIC PROP SHOP.COM.

ARTICLE 1 – DEFINITIONS

“IMAGE”or “IMAGES” means a picture, an image, a photography, an illustration, a motion film, a moving visual or a video (content in any form including, clips, footage, font, any other work, whether obtained by camera, mobile phone or any other form of photographic equipment or any other means and may have an audio component), whether generated optically, electronically, digitally or by any other means, displayed and posted on the WEBSITE and licensed to the CUSTOMER in accordance with the conditions of this AGREEMENT and shall include all metadata, keywords, descriptions and captions associated with the IMAGE.

“INTELLECTUAL PROPERTY RIGHTS” means any and all registered and unregistered rights granted, applied for or otherwise  now or hereafter in existence under or related to any patent, copyright, rights of author, know-how, trademark,  trade secret, database protection or other intellectual property right laws, and all similar or equivalent rights  or forms of protection, in any part of the world.

“LICENSE” means the right of use of the IMAGE granted to the CUSTOMER by the COMPANY as detailed in the Article 3 of the AGREEMENT, in consideration of the payment of the LICENSE FEES and in accordance with the terms of the AGREEMENT.

“LICENSE FEES” means the fees paid in Pounds Sterling by the CUSTOMER to the COMPANY for the use of the IMAGE as set out on the WEBISTE (referred to as the “TOTAL” on the payment page of the WEBSITE)

“WEBSITE” means www.graphicpropshop

“CONTRIBUTOR” means the contributor of the IMAGE to the WEBSITE

“PARTY” means either the CUSTOMER or the COMPANY.

“PARTIES” means either the CUSTOMER and the COMPANY.

ARTICLE 2 – CONSTRUCTION

2.1  In the AGREEMENT, the following rules apply:

·      The headings in the AGREEMENT do not affect interpretation;

·     A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality), an association (whether incorporated or not), a government and a governmental, semi-governmental or local authority or agency;

·       References to a PARTY includes its personal representatives, successors or permitted assigns;

·       References to articles are to articles of the AGREEMENT;

·       Words in the singular include the plural and those in the plural include the singular; and

·       In the event the AGREEMENT or any part of it is translated into another language, only the English language version shall be valid in the event of a conflict.

ARTICLE 3 – GRANT

3.1. GRANT OF USE

In consideration of the payment of the LICENSE FEES by the CUSTOMER to COMPANY, COMPANY hereby grants to CUSTOMER a non-exclusive, non-sub-licensable, non-transferable and non-assignable right to use the IMAGE for personal use, advertising, publicity, promotions, graphic design, marketing within and on products, corporate communications, press articles, press releases, brochures, reports, décor, programs and films, publicly perform, publicly display, in any media or embodiment, not known or later developed, for any lawful purpose, for the full period of the CONTRIBUTOR rights in the IMAGE including all periods of renewal, extension and revival of the copyright and thereafter in perpetuity and all necessary consents (“LICENSE”).

For any avoidance of doubt, “use” means copy, reproduce, modify, edit, synchronize, perform, display, broadcast, publish, or otherwise make use of. All rights not expressly granted to the CUSTOMER are reserved to COMPANY and the CONTRIBUTOR. 

Except as expressly stated herein, this AGREEMENT does not and is not intended to confer rights or remedies upon any person other than the PARTIES.

3.2  RESTRICTED USE

The following uses of the IMAGE (“RESTRICTED USE”) are excluded from the LICENSE:

Ø  CUSTOMER may not use the IMAGE in connection with any goods or services intended for resale or distribution where the primary value lies in the IMAGE itself including, without limitation, cards, stationery items, paper products, calendars, apparel items, posters (printed on paper, canvas, or any other media), DVDs, mobile applications or other items for resale, license or other distribution for profit. This includes “on demand” products (meaning products in which the IMAGE is selected by a third party for customization on such product on a made-to-order basis), including, without limitation, postcards, mugs, t-shirts, posters and other items (this includes the sale of products through custom designed websites).

Ø  CUSTOMER may not use the IMAGE in electronic or digital templates intended for resale or other distribution (for example, website templates, business card templates, electronic greeting card templates, brochure design templates).

Ø  CUSTOMER may not use the IMAGE in any way that allows others to download, extract or redistribute the IMAGE as a standalone file (meaning just the IMAGE file itself, separate from the project or end use). If the IMAGE is displayed or reproduced on a social media or other third party website that permits sharing of the IMAGE, the LICENSE granted by COMPANY shall be automatically revoked in the event that the website seeks to exploit rights to the IMAGE contrary to the terms of this AGREEMENT, and CUSTOMER shall take commercially reasonable efforts to remove the IMAGE from such website.

Ø  CUSTOMER may not use the IMAGE (in whole or in part) as the distinctive or distinguishing feature of a trademark, design mark, tradename, business name, service mark, or logo. Additionally, CUSTOMER shall not be entitled to register (in any jurisdiction and in any country) such IMAGE (in whole or in part) as a trademark or rely on any such registrations, prior use, and/or accrued goodwill to prevent any third party use of the IMAGE or any similar content (including by COMPANY, COMPANY customers, the CONTRIBUTOR or the copyright owner of the IMAGE).

Ø  CUSTOMER may not use the IMAGE in a pornographic, defamatory or other unlawful manner, or in violation of any applicable regulations, governing body or industry codes, whether directly or in context or juxtaposition with specific subject matter. CUSTOMER may not use any of the IMAGE in any manner prohibited by any export laws, restrictions or regulations.

Ø  CUSTOMER shall not provide the IMAGE or any of them to any third party in any way which could reasonably be said to be competitive with or damage COMPANY’s business.

Ø  CUSTOMER may not falsely represent that it is the original creator of a work that is made up largely of the IMAGE. For instance, CUSTOMER cannot create artwork based solely on IMAGE and claim to be the author.

Ø  CUSTOMER may not use IMAGE marked “editorial use only” for any commercial, promotional, advertorial, endorsement, advertising or merchandising purpose. This type of IMAGE is not model or property released and is intended to be used only in connection with events that are newsworthy or of general interest (for example, in a blog, textbook, newspaper or magazine article).

3.3  SENSITIVE USE DISCLAIMER

CUSTOMER may not use the IMAGE in any manner that would be deemed offensive to the model. Offensive uses include but are not limited to the use of an IMAGE that involves or implies illegal activities, adverse medical conditions or procedures, other adverse health or mental health issues, substance abuse, welfare or economic aid, dating agencies, sexual preference, teen pregnancy, abortion and adoption, political or religious affiliation, smoking or alcohol usage, feminine hygiene, incontinence or impotence.

If any IMAGE featuring a model is used in:

·       A manner that would lead a reasonable person to believe that the model personally uses or endorses a product or service; or 

·       In connection with a subject that would be unflattering or controversial to a reasonable person;

CUSTOMER must accompany each use with a conspicuous statement that indicates that the person so pictured is a model and the IMAGE is used for illustrative purposes only. 

3.4  SPECIFIC GRANT

The rights granted under this AGREEMENT to CUSTOMER are non-transferable and non-sub-licensable. There are two exceptions:

·       Employer or client: If CUSTOMER is purchasing on behalf of its employer or client, then CUSTOMER employer or client can use the IMAGE. In that case, CUSTOMER represents and warrants that CUSTOMER has full legal authority to bind its employer or client to the terms of this AGREEMENT. If CUSTOMER does not have that authority, then CUSTOMER employer or client may not use the IMAGE. The LICENSE may only belong to CUSTOMER or CUSTOMER employer/client, depending on who is named as the “CUSTOMER” at the time of purchase. 

·       Subcontractors: CUSTOMER may allow subcontractors or distributors to use the IMAGE in any production or distribution process related to CUSTOMER final project or end use. These subcontractors and distributors shall accept to be bound by the present AGREEMENT and may not use the IMAGE for any other purpose.

All the restrictions and conditions stated in this AGREEMENT shall apply. CUSTOMER, its employer, clients and subcontractors or distributors remain jointly and severally liable and responsible for all uses of the IMAGE.

ARTICLE 4 – DELIVERY

The COMPANY will make the IMAGE available for download as soon as the CUSTOMER pays the LICENSE FEE. Delivery is completed on the completion of making the IMAGE available for download.

The COMPANY shall not be liable for any delay in delivery of the IMAGE that is caused by a Force Majeure Event or the CUSTOMER’s failure.

ARTICLE 5 – INTELLECTUAL PROPERTY RIGHTS

CUSTOMER acknowledges that NO INTELLECTUAL PROPERTY RIGHTS whatsoever in the IMAGE is granted under this AGREEMENT. CUSTOMER acknowledges that all INTELLECTUAL PROPERTY RIGHTS in the IMAGE shall at all times be and remain the property of the CONTRIBUTOR, who has granted COMPANY the right to sub-licence the IMAGE in accordance with the terms of Contributor Agreement.

CUSTOMER shall accord COMPANY and the CONTRIBUTOR credit on any use or reproduction of the IMAGE in the form “[NAME OR USERNAME OF IMAGE CONTRIBUTOR] / GRAPHICPROPSHOP.com” (or “******.com” should COMPANY indicate that the CONTRIBUTOR wishes to remain anonymous), such credit to be placed as close as possible to the IMAGE and shall provide contractually in agreements with all other parties who display the IMAGE that they shall accord COMPANY and the relevant CONTRIBUTOR the same credit.

If CUSTOMER omits the credit, an additional fee equal to two (2) times the original LICENSE FEE invoiced shall be payable by CUSTOMER at COMPANY’S discretion. The foregoing fee shall be in addition to any other rights or remedies that COMPANY may have at law or in equity. It is understood that IMAGES used for advertising purposes do not require credit.

COMPANY hereby warrants and undertakes that it has full authority to enter into the terms of this AGREEMENT.

ARTICLE 7 – RELEASES/CAPTIONS

COMPANY will notify CUSTOMER if it has obtained a model release and/or a property release for IMAGE either in the release status information accompanying the IMAGE on the WEBSITE. If no such notification is given, then no such model or property release has been obtained. 

COMPANY grants no rights and makes no warranties with regard to the use of names, people, trademarks, trade dress, registered, unregistered or copyrighted designs or works of art or architecture depicted in any IMAGE, or with respect to any music or audio included with the IMAGE. 

CUSTOMER shall be solely responsible for determining whether a release is sufficient for the proposed use or is required in connection with any proposed use of such IMAGE or if additional permissions or consents are necessary from person, entity, association, guild or other organization. 

CUSTOMER may not rely on any statements made by any COMPANY employee or representative other than those provided in this AGREEMENT. CUSTOMER acknowledges that some jurisdictions provide legal protection against a person’s image, likeness, or property being used for commercial purposes without their consent.  

COMPANY used commercially reasonable efforts to identify the caption for each IMAGE, but cannot be held responsible for erroneous or incomplete caption information.  

ARTICLE 8 – PROTECTION OF THE IMAGES  

The CUSTOMER shall immediately notify the COMPANY in writing giving full particulars if any of the following matters come to its attention:

Ø  any actual, suspected or threatened infringement of the IMAGE;

Ø  any claim made or threatened that the IMAGE infringe the rights of any third party; or

Ø  any other form of attack, charge or claim to which the IMAGE may be subject.

In respect of any of the matters listed above:

Ø  the COMPANY shall, at his absolute discretion, decide what action to take, if any;

Ø  the COMPANY shall have exclusive control over, and conduct of, all claims and proceedings;

Ø  the CUSTOMER shall not make any admissions other than to the COMPANY and shall provide the COMPANY with all assistance that he may reasonably require in the conduct of any claims or proceedings; and

Ø  the COMPANY shall bear the cost of any proceedings and shall be entitled to retain all sums recovered in any action for his own account.

ARTICLE 9 – ELECTRONIC STORAGE

CUSTOMER must retain the copyright symbol, the name of COMPANY and the image number, and all metadata or other identification number associated with the IMAGE. 

CUSTOMER will take all reasonable measures to safeguard against unauthorized third-party access to the IMAGE. CUSTOMER may make one (1) high-resolution backup copy of the IMAGE for security reasons only. Upon the expiration or earlier termination of this AGREEMENT, CUSTOMER shall promptly delete the IMAGE from its computer or other electronic storage systems and shall ensure that any client authorized to use the IMAGE deletes the IMAGE as well.

ARTICLE 10 – PRICE AND PAYMENT

CUSTOMER shall pay the LICENSE FEE immediately to COMPANY in accordance with the methods of payment set out on the WEBSITE and, upon authorization of such payment, the relevant IMAGE shall be available to CUSTOMER for download.

The LICENSE FEE shall be the price set out in “TOTAL” on the payment page of the WEBSITE.

The COMPANY may, by giving notice to the CUSTOMER at any time before delivery, increase the price of the IMAGE to reflect any increase in the cost of the IMAGE that is due to: 

Ø  any factor beyond the COMPANY’s control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);

Ø  any request by the CUSTOMER to change the delivery date(s), quantities or types of IMAGE ordered; or

Ø  any delay caused by any instructions of the CUSTOMER or failure of the CUSTOMER to give the COMPANY adequate or accurate information or instructions. 

The price of the LICENSE excludes amounts in respect of value added tax (VAT), which the CUSTOMER shall additionally be liable to pay to the COMPANY at the prevailing rate, subject to the receipt of a valid VAT invoice; and

The CUSTOMER shall pay all amounts due under the AGREEMENT in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). The COMPANY may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the CUSTOMER against any amount payable by the COMPANY to the CUSTOMER.

ARTICLE 11 –WARRANTY/REPRESENTATION

COMPANY makes the following representations and warranties:

11.1 WARRANTY OF NON-INFRINGEMENT

Except with respect to IMAGE identified as “editorial use only,” CUSTOMER use of the IMAGE in accordance with this AGREEMENT and in the form delivered by COMPANY in accordance with the reference stated in the Article 7, will not infringe on any copyright, moral right, trademark or other intellectual property rights and will not violate any right of privacy or right of publicity; and all necessary model and/or property releases for use of the IMAGE in the manner authorized by this AGREEMENT have been obtained. CUSTOMER is solely responsible for any edits made to the IMAGE.

11.2 “EDITORIAL USE ONLY” WARRANTY DISCLAIMER

For IMAGE identified as “editorial use only,” COMPANY warrants that the IMAGE will not infringe on any copyright or moral right of the CONTRIBUTOR or the artist, but it does not grant any right or make any warranty with regard to the use of names, people, trademarks, trade dress, logos, registered, unregistered or copyrighted designs, works of art or architecture depicted or contained in the IMAGE. In such cases, CUSTOMER is solely responsible for determining whether release(s) is/are required in connection with CUSTOMER proposed use of the IMAGE identified as “editorial use only,” and CUSTOMER is solely responsible for obtaining such release(s). CUSTOMER acknowledges that no releases are generally obtained for IMAGE identified as “editorial use only,” and that some jurisdictions provide legal protection against a person’s image, likeness or property being used for commercial purposes when they have not provided a release.

11.3 CAPTION/METADATA DISCLAIMER

While COMPANY has made reasonable efforts to correctly categorize, keyword, caption and title the IMAGE, COMPANY does not warrant the accuracy of such information, or of any metadata provided with the IMAGE.

ARTICLE 12 – DISCLAIMERS

EXCEPT AS PROVIDED IN THE ARTICLE 11.1 “WARRANTY OF NON-INFRINGEMENT” ABOVE, THE IMAGE IS PROVIDED “AS IS”, COMPANY MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE IMAGES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. COMPANY SHALL NOT BE LIABLE TO CUSTOMER OR ANY OTHER PERSON OR ENTITY FOR ANY GENERAL, PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES, OR LOST PROFITS OR ANY OTHER DAMAGES, COSTS OR LOSSES ARISING OUT OF CUSTOMER’S USE OF THE IMAGES OR OTHERWISE, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES. COMPANY DOES NOT REPRESENT OR WARRANT THAT THE IMAGE WILL MEET CUSTOMER REQUIREMENTS OR THAT ITS USE WILL BE UNINTERRUPTED OR ERROR FREE. THE COMPANY DOES NOT WARRANT THAT THE IMAGES WILL BE FREE FROM ANY DEFECTS IN MATERIAL AND WORKMANSHIP

THE REPRESENTATIONS AND WARRANTIES MADE BY COMPANY IN THE ARTICLE 11 OF THIS AGREEMENT APPLY ONLY TO THE IMAGE(S) AS DELIVERED BY COMPANY AND WILL BE INVALID IF THE IMAGE(S) IS USED BY CUSTOMER IN ANY MANNER NOT SPECIFICALLY AUTHORIZED IN THIS AGREEMENT, OR IF CUSTOMER IS OTHERWISE IN BREACH OF THIS AGREEMENT. COMPANY SHALL NOT BE LIABLE FOR ANY DAMAGES, COSTS OR LOSSES ARISING OUT OF OR AS A RESULT OF MODIFICATIONS MADE TO THE IMAGE BY CUSTOMER OR THE CONTEXT IN WHICH IMAGE IS USED BY CUSTOMER.

ARTICLE 13 – INDEMNITY

13.1 COMPANY INDEMNITY

Provided CUSTOMER is not otherwise in breach of this AGREEMENT and subject to Articles 11 and 12 above, as CUSTOMER’s sole and exclusive remedy for any breach of the representations and warranties above, COMPANY shall defend, indemnify and hold harmless CUSTOMER from all damages, liabilities and expenses, arising out of or connected with any actual lawsuit or legal proceeding alleging that COMPANY is in breach of its warranties set forth above. No other indemnification is offered by COMPANY under the AGREEMENT.

13.2 CUSTOMER INDEMNITY

If CUSTOMER’s use of the IMAGE is not authorized by this AGREEMENT, CUSTOMER shall defend, indemnify and hold COMPANY and its parent, subsidiaries and commonly owned or controlled affiliates and their respective officers, directors and employees harmless from all damages, liabilities and expenses (including reasonable attorneys’ fees and costs), arising out of or connected with any actual or threatened lawsuit, claim, or legal proceeding relating to the use of such IMAGE by CUSTOMER, to the extent that such claim relates to the absence of a release or the CUSTOMER’s unauthorized use of the IMAGE.

13.3 NOTIFICATION

The PARTIES seeking indemnification shall promptly notify the other party of such claim. At indemnifying PARTY’s option, indemnifying PARTY may assume the handling, settlement or defense of any claim or litigation, in which event indemnified PARTY shall cooperate in the defense of any such claim or litigation as may be reasonably requested by indemnifying PARTY. Indemnified PARTY shall have the right to participate in such litigation, at its expense, through counsel selected by indemnified PARTY. Indemnifying PARTY will not be liable for legal fees and other costs incurred prior to the other PARTY giving notice of the claim for which indemnity is sought.

ARTICLE 14 – LIMITATION OF LIABILITY

COMPANY WILL NOT BE LIABLE TO THE CUSTOMER OR ANY OTHER PERSON OR ENTITY FOR ANY PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR OTHER SIMILAR DAMAGES, COSTS OR LOSSES ARISING OUT OF THIS AGREEMENT, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES. SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES OR LIABILITY.

ARTICLE 15 – UNAUTHORIZED USE

Any use of IMAGE in a manner not expressly authorized by this AGREEMENT or in breach of a term of this AGREEMENT constitutes copyright infringement, entitling COMPANY to exercise all rights and remedies available to it under copyright laws around the world. CUSTOMER shall be responsible for any damages resulting from any such copyright infringement, including any claims by a third party. In addition and without prejudice to COMPANY’S other remedies under this AGREEMENT, COMPANY reserves the right to charge and CUSTOMER agrees to pay a fee equal to five (5) times COMPANY’S normal LICENSE FEE for use of the IMAGE.

ARTICLE 16 – TERMINATION  AND WITHDRAWAL

COMPANY reserves the right, at any time, to automatically terminate or revoke the LICENSE contained in this AGREEMENT and the AGREEMENT without notice if CUSTOMER (or its employer/client/subcontractors) fails to comply with any provision of this AGREEMENT. 

Upon termination, CUSTOMER must immediately discontinue all future use of the IMAGE, delete the IMAGE and all copies from all magnetic/electronic media, remove the IMAGE from any platform, website or social media and destroy all other copies in its possession or control. If requested, CUSTOMER shall confirm to COMPANY in writing that CUSTOMER has complied with these requirements. 

In addition, COMPANY may discontinue licensing any item of the IMAGE at any time in its sole discretion. On notice from COMPANY, or upon CUSTOMER knowledge, that any IMAGE may be subject to a claim of infringement of a third party’s right for which COMPANY may be liable, COMPANY  may require CUSTOMER to immediately, and at its own expense: cease using the IMAGE, delete or destroy any copies; and ensure that CUSTOMER clients, distributors and/or employer do likewise. 

COMPANY will provide you with replacement content (determined by COMPANY in its reasonable commercial judgment) free of charge, subject to the other terms of this AGREEMENT. 

ARTICLE 17 – GENERAL PROVISIONS

17.1 – COMPLIANCE 

Where COMPANY reasonably believes that IMAGE are being used outside of the scope of the LICENSE granted under this AGREEMENT, CUSTOMER shall, at COMPANY’S request, provide a certificate of compliance signed by an officer of CUSTOMER, in a form to be approved by COMPANY.

17.2 – JURISDICTION AND ATTORNEY’S FEE

This AGREEMENT, and any dispute or claim arising out of or in connection with it or its subject matter or  formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance  with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the  courts  of  England  and  Wales. If COMPANY is caused to present claims or suit as a result of any breach of the above terms set forth, it shall be made whole for such reasonable legal fees or costs by CUSTOMER.

17.3 – NO ASSIGNMENT

This AGREEMENT is not assignable or transferable on the part of CUSTOMER.

17.4 – NO WAIVER

No action of COMPANY, other than express written waiver, may be construed as a waiver of any provision of this AGREEMENT. A delay on the part of COMPANY in the exercise of its rights or remedies will not operate as a waiver of such rights or remedies. A waiver of a right or remedy on any one occasion will not be construed as a bar to or waiver of those rights or remedies on any other occasion.

17.5 – ENTIRE AGREEMENT

This AGREEMENT contains all the terms of the agreement between COMPANY and CUSTOMER and no terms or conditions may be added or deleted unless made in writing and signed by both PARTIES. In the event of any inconsistency between the terms contained herein and the terms contained on any other writing sent by CUSTOMER, the terms of this AGREEMENT shall govern.

17.6 – SEVERABILITY

If one or more of the provisions in this AGREEMENT is found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions should not be affected. Such provisions should be revised only to the extent necessary to make them enforceable.