Terms Of Use

Welcome to the Media Bakery website. All images and graphics displayed on this site are PAY FOR USE. You may not download, copy, or use any images or media on this site with out paying Media Bakery licensing fees for use. Copyright infringement on the Internet is widespread and Media Bakery reserves the right to pursue unauthorized users of any image on this website to the full extent of the law. By use of this site, you accept the following Legally Binding Agreement.

BY USING OR ACCESSING THE WWW.MEDIABAKERY.COM WEB SITE, THE INFORMATION, MATERIAL, PRODUCTS OR SERVICES PROVIDED THEREIN BY MUSE MEDIA, LLC D/B/A MEDIA BAKERY ("Media Bakery"), YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE WITH ANY OF THE INFORMATION CONTAINED HEREIN, DISCONTINUE USING THIS SITE IMMEDIATELY.

This Agreement is between you ("You") and MEDIA BAKERY and is effective as at the date of your first use or access of the MEDIABAKERY.com web site.

You agree that Media Bakery may change or replace all or part of this Agreement at any time, and that such change, alterations, amendments or replacements shall be effective as of the time of posting. Media Bakery will provide notice on the Media Bakery.com web site of any material changes made to this Agreement and your continued use of the web site after the time of posting of such notice will constitute evidence of your acceptance of the changed, altered, amended or replaced Agreement. You further agree to regularly review this Agreement for such changes, alterations, amendments or replacements.

Ownership of Website: Any and all information, content, material, products and services, including data, databases, images, graphics, text, files, software, interfaces, web pages, product names, company names, trademarks, logos and trade names contained on the MEDIABAKERY.com web site (collectively the "Website"), including the manner in which the Website is presented or appears and all information relating thereto, are the property of Media Bakery, its licensors or third parties, as indicated.

License to Use: You are provided with a personal, limited, non-transferable, non-exclusive license to access, view, read, download and print one copy of the content (including images), except for Third Party Content and Content that is indicated for sale or that is indicated for distribution pursuant to a separate license agreement (the "Products"), only for personal or considerable use only. You may not copy, edit, modify, adapt, create derivative works, translations, adaptations or arrangements, republish, transmit, merge, reverse engineer, decompile or disassemble the Content, or any part with out a proper license via a purchase. You may not use any site content for the direct benefit of any third party, nor shall You charge or receive, either by direct or indirect payment, or by trade of service, compensation, or fees from any third party, for the use of any site content or output thereof; except as otherwise provided herein or in another written agreement with Media Bakery or its Licensors.

Your User Account: The user account provided to You by Media Bakery will allow You access to the web site and the password selected by and used by You in relation with the account is to be kept secret and confidential. You shall not disclose your account information, your account number, account name, or password to any other party without the express written permission of Media Bakery. You acknowledge and agree that You will be responsible for each access to the web site and that Media Bakery is authorized to accept the account information and password as conclusive evidence that You may access and purchase off the web site. You also acknowledge that you will get important messages from Media Bakery regarding your user account as it relates to the functionality of this website. As required by law you may opt out of general marketing messages in your user account settings.

Downloading Comps: Comp imagery may only be used for preview purposes. Any User who saves comping imagery directly from MUSE MEDIA, LLC D/B/A MEDIA BAKERY, www.MEDIABAKERY.com, or any of it's authorized agents are bound by the TERMS of the License Agreement and may not be used with out payment.

Our Pricing: All pricing is subject to change. For all prices, products and offers, we reserve the right to make adjustments due to changing market conditions, product discontinuation, manufacturer price changes, errors in advertisements and other extenuating circumstances.

International Use: This web site can be accessed from many countries around the world and may or may not provide products and services of Media Bakery, including third party products and services offered by Media Bakery that may not be available in your country. Media Bakery may or may not intend to market, promote, or distribute such services and products in your country.

Disclaimers: THIS WEBSITE AND ITS CONTENT ARE PROVIDED TO YOU "AS IS" AND MEDIA AKERY EXCLUDES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY WARRANTY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE. Media Bakery WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF THIS SITE, INCLUDING, BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE AND CONSEQUENTIAL DAMAGES. THE FUNCTIONS EMBODIED ON, OR IN THE MATERIALS OF, THIS WEBSITE ARE NOT WARRANTED TO BE UNINTERRUPTED OR WITHOUT ERROR. YOU, NOT MEDIA BAKERY, ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION DUE TO YOUR USE OF THIS WEBSITE.

Limitation of Liability: Media Bakery assumes no responsibility to You or any third party, or partner, authorized or not, for the consequences of any inaccuracy, error or omission on the web site, regardless of cause. Further, Media Bakery nor its directors, employees, licensors, content providers, affiliates or other representatives will be liable for damages of any kind including, without limitation, lost profits, direct, indirect, compensatory, consequential, exemplary, or punitive damages arising out of your use of, your inability to use, or the performance of this website or the site content.

Amendment to Agreement: You agree and acknowledge that Media Bakery may modify any or all of the MEDIABAKERY.com web site at any time and that the web site, including without limitation any sites associated thereto, may periodically be unavailable to You in order to allow for maintenance and updates.

Governing Law: This Agreement shall be governed by the laws of the State of California, USA, without reference to its laws relating to conflicts of law. Users of this website agree that any and all disputes arising from the use of this website, or the ordering of materials from this website, shall be settled by binding arbitration. Notwithstanding the foregoing, however, Media Bakery shall have the right to commence and prosecute any legal or equitable action or proceeding before any non-US court of competent jurisdiction to obtain injunctive or other relief if such action is necessary or desirable.

Other Information

Return Policy: All premium royalty-free and rights-managed single images, clips, audio tracks, fonts and flash files downloaded from any Media Bakery website(s) or emailed may qualify to be returned within thirty (30) days of the purchase date and you may be required to sign a Non Use Affidavit. After Thirty (30) days, all sales are final on these items. There are no returns on Microstock images.

Tax Information: Sales tax is currently applied to any physical delivery order with a delivery address in California. If you are paying by credit card, the actual tax applied will be included in the transaction amount that appears on your credit card statement. The total amount of the transaction appearing on your invoice or statement may vary slightly from the amount shown on your online purchase order and the initial order confirmation you received via email. If you have any questions about our tax policy, please feel free to contact us.

Copyright Policy

Media Bakery respects the intellectual property of others, and we ask our users to do the same.

Media Bakery may, in appropriate circumstances and in its sole discretion, terminate the account or access of users who infringe the intellectual property rights of others.

If you believe that your work has been copied in a way that constitutes copyright infringement, please provide Media Bakery's copyright agent the following information:

• an electronic or physical signature of the peron authorized to act on behalf of the owner of the copyright interest;
• a description of the copyrighted work that you claim has been infringed including the URL (web page address) of the location where the copyrighted work exists or a copy of the copyrighted work;
• a description of where the material that you claim is infringing is located on the site, including the URL;
• your address, telephone number, and email address;
• a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, it's agent, or the law and;
• a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf;

Media Bakery's copyright agent for notice of claims of copyright infringement can be reached as follows:

By mail: Copyright Agent Media Bakery 18529 68th Ave W, Lynnwood, WA 98037

By email: copyright [at] mediabakery.com

Licensing Information

We often hear about confusion regarding Microstock Royalty Free licensing compared to Premium (or traditional) Royalty Free Licensing in our industry. Here you will find information on the types of license rights available at Media Bakery and the license agreements pertaining to our products. We try hard to simplify the legal language here, but be sure to read and understand all of the license agreements from any Stock Agency before you buy. Note our infographic below.

Premium Royalty Free Licenses (RF)

Every Premium Royalty Free image license grants you basic royalty-free usage rights. For the one-time payment, you may use the Licensed Material over and over again for permitted uses such as advertising and promotional projects, web sites, presentations, videos, commercials, catalogs, and broadcasting. Our basic license for Premium Royalty Free imagery provides 10 or 1 seat licenses. Please read the Premium RF License Terms to fully understand your use rights.

Premium Rights Managed Licenses (RM)

The term Rights Managed is used to described the temporary use of an image. RM license fees are priced on a per use basis and is often calculated on how many viewers will potentially see the image. The license price is calculated from image display size, placement, geography, medium and duration of use. Please read the Premium RM License Terms to fully understand your use rights.

Comping and Preview Policy (RF) and (RM)

Comping or Preview imagery may only be used for preview purposes. Media Bakery permits an electronic version of it's products to be used free of charge for a limited duration only if they are used for personal evaluation, and in any case, non-commercial use and it's grant of use is solely for test or sample purposes. Any User who saves comping imagery directly from Muse Media, LLC D/B/A Media Bakery, www.MEDIABAKERY.com, or any of it's authorized agents are bound by our Terms Of Use Agreement and may not be used with out payment.

Media Bakery Royalty-Free License Agreement

THIS IS A LEGAL AGREEMENT (THE "AGREEMENT") BETWEEN LICENSEE, PURCHASER (IF ANY) AND AN AFFILIATE OF MUSE MEDIA, LLC D/B/A MEDIA BAKERY. THE AFFILIATE OF MEDIA BAKERY IDENTIFIED IN SECTION 10.9 BELOW WILL BE THE PARTY ENTERING INTO THIS AGREEMENT ("MEDIA BAKERY") WITH LICENSEE. THIS AGREEMENT APPLIES TO LICENSES ISSUED VIA THE WEB AND VIA LOCAL SALES REPRESENTATIVES, AND IS APPLICABLE TO ONLINE, DIGITAL AND ANALOG (PHYSICAL) DELIVERY OF LICENSED MATERIAL. BY ORDERING A LICENSE, LICENSEE AND, IF APPLICABLE, PURCHASER, IS CONFIRMING THAT IT HAS CAPACITY TO FORM A CONTRACT UNDER ITS LOCAL LAWS.

1. Definitions. In this Agreement the following definitions apply:
   1. "Invoice" means the computer-generated or pre-printed standard form invoice provided by Media Bakery that shall include, without limitation, the Media Bakery, the Licensed Material selected and the corresponding price for the license of such Licensed Material ("License Fee"). The Invoice shall be incorporated into this Agreement and all references to the Agreement shall include the Invoice.
   2. "Licensed Material" means any still image, film or video footage, audio product, visual representation generated optically, electronically, digitally or by any other means, including any negatives, transparencies, film imprints, prints, original digital files, or any copies thereof, or any other product protected by copyright, trademark, patent or other intellectual property right, which is licensed to Licensee by Media Bakery under the terms of this Agreement. Any reference in this Agreement to the Licensed Material shall be to each individual item within the Licensed Material and also to the Licensed Material as a whole.
   3. "Licensee" means the entity purchasing a license hereunder or, if there is a separate Purchaser, the entity specifically designated as Licensee during the purchase process and set forth as such in the Invoice.
   4. "Licensee Work" means an end product or service that has been created by or on behalf of Licensee using independent skill and effort and that incorporates a Reproduction of the Licensed Material as well as other material.
   5. "Purchaser" means the entity purchasing the license hereunder on behalf of a third-party Licensee.
   6. "Reproduction" and "Reproduce" mean any form of copying or publication of the whole or a part of any Licensed Material, via any medium and by whatever means, the distortion, alteration, cropping or manipulation of the whole or any part of the Licensed Material, and the creation of any derivative work from, or that incorporates, the Licensed Material.
   7. "User" means any employee or subcontractor of Licensee who: (i) downloads, manipulates, edits, modifies or saves the digital file containing the Licensed Material; (ii) is otherwise directly involved in the creative process utilizing the Licensed Material; or (iii) incorporates the Licensed Material within any derivative work.

1. Definitions. In this Agreement the following definitions apply:
   1. "Invoice" means the computer-generated or pre-printed standard form invoice provided by Media Bakery that shall include, without limitation, the Media Bakery, the Licensed Material selected and the corresponding price for the license of such Licensed Material ("License Fee"). The Invoice shall be incorporated into this Agreement and all references to the Agreement shall include the Invoice.
   2. "Licensed Material" means any still image, film or video footage, audio product, visual representation generated optically, electronically, digitally or by any other means, including any negatives, transparencies, film imprints, prints, original digital files, or any copies thereof, or any other product protected by copyright, trademark, patent or other intellectual property right, which is licensed to Licensee by Media Bakery under the terms of this Agreement. Any reference in this Agreement to the Licensed Material shall be to each individual item within the Licensed Material and also to the Licensed Material as a whole.
   3. "Licensee" means the entity purchasing a license hereunder or, if there is a separate Purchaser, the entity specifically designated as Licensee during the purchase process and set forth as such in the Invoice.
   4. "Licensee Work" means an end product or service that has been created by or on behalf of Licensee using independent skill and effort and that incorporates a Reproduction of the Licensed Material as well as other material.
   5. "Purchaser" means the entity purchasing the license hereunder on behalf of a third-party Licensee.
   6. "Reproduction" and "Reproduce" mean any form of copying or publication of the whole or a part of any Licensed Material, via any medium and by whatever means, the distortion, alteration, cropping or manipulation of the whole or any part of the Licensed Material, and the creation of any derivative work from, or that incorporates, the Licensed Material.
   7. "User" means any employee or subcontractor of Licensee who: (i) downloads, manipulates, edits, modifies or saves the digital file containing the Licensed Material; (ii) is otherwise directly involved in the creative process utilizing the Licensed Material; or (iii) incorporates the Licensed Material within any derivative work.
2. Grant of Rights. Subject to the terms of this Agreement:
   1. Media Bakery grants to Licensee a perpetual, non-exclusive, non-transferable, non-sublicensable, worldwide right to Reproduce the Licensed Material identified in the Invoice an unlimited number of times in any and all media for all purposes other than those uses prohibited under Section 3 of this Agreement.
   2. Licensee may have the Licensed Material Reproduced by subcontractors of Licensee (including Purchaser) for preparation of the Licensee Work, provided that such subcontractors agree to abide by the provisions of this Agreement.
   3. Licensee may use the Licensed Material for advertising and promotional projects, including hard copy printed materials, product packaging, presentations, advertising and promotional purpose film and video presentations, commercials, catalogs, brochures, promotional greeting cards and promotional postcards where the Licensed Material is incorporated into a design to illustrate or support a concept.
   4. If Licensee purchases a Product for Resale License, Licensee may use the Licensed Material in commercial products in which the core value of the product, e.g., greeting cards, t-shirts, mugs, posters, wallpapers, stickers, apps, videos, templates, screensavers or other tangible items are the main focus so long as the Licensed Material is not made available for download outside of a complete desgin. Licensee must purchase a Product for Resale License before such additional use begins.
   5. Licensee may store the Licensed Material in a digital library, network configuration or similar arrangement to allow the Licensed Material to be viewed by employees, partners and clients of Licensee, so long as there are no more than ten (10) Users accessing the Licensed Material. Licensee must purchase a Unlimited Seat License if there are more than ten (10) Users before such additional use begins.
3. Restrictions.
   1. Licensee may not: (i) make the Licensed Material available (separate from the Licensee Work) in any medium accessible by persons other than authorized Users; or (ii) make the Licensed Material available in a manner intended to allow or invite a third party to download, extract, redistribute or access the Licensed Material as a standalone file with out consent.
   2. Licensee may not, without obtaining the prior written consent of Media Bakery and the payment of additional License Fees: (i) include the Licensed Material in an electronic template intended to be Reproduced by third parties on electronic or printed products with the intent to allow third parties to extrapolate the Licensed Material; or (ii) use or display the Licensed Material on websites or in any other medium designed to induce or involving the sale, license or other distribution of "on demand" products (e.g., products in which Licensed Material is selected by a third party for customization of such product on a made-to-order basis), including, without limitation, postcards, mugs, t-shirts, calendars, posters, screen savers or wallpapers on mobile telephones, or similar items.
   3. Licensee may not falsely represent, expressly or implied, that Licensee is the original creator of a visual work that derives a substantial part of its artistic components from the Licensed Material, nor may it make the Licensed Material available in the form of fine art prints.
   4. Licensed Material shall not be incorporated into a logo, corporate ID, trademark or service mark, without obtaining the prior written consent of Media Bakery.
   5. If any Licensed Material featuring a model or property is used in connection with a subject that would be unflattering or unduly controversial to a reasonable person, Licensee must accompany each such use with a statement that indicates that: (i) the Licensed Material is being used for illustrative purposes only; and (ii) any person depicted in the Licensed Material, if any, is a model.
   6. Pornographic, defamatory or otherwise unlawful use of Licensed Material is strictly prohibited, whether directly or in context or juxtaposition with other material or subject matter. Licensee shall also comply with any applicable regulations and/or industry codes.
   7. While efforts have been made to correctly caption the subject matter of, and to provide other information (including metadata) related to, the Licensed Material, Media Bakery does not warrant the accuracy of such information.
   8. Where Purchaser is licensing Licensed Material on behalf of a Licensee, Purchaser hereby represents and warrants that: (i) Purchaser is authorized to act as an agent on behalf of Licensee and has full power and authority to bind Licensee to this Agreement; and (ii) if Licensee subsequently disputes such power or authority, Purchaser shall be liable for any failure of Licensee to comply with the terms of this Agreement. Nothing in this Section 3.8 shall excuse Purchaser's obligation to make payment to Media Bakery of the License Fee.
   9. If the Licensee Work is Reproduced on a website, Licensee shall post terms and conditions on the website that prohibit downloading, republication, retransmission, reproduction or other use of the Licensed Material as a stand-alone file.
   10. If the Licensed Material is Reproduced on a social media platform or other third party website, (i) the rights granted herein shall automatically be revoked in the event that the platform website seeks to exploit purported rights to the Licensed Material contrary to the terms of this Agreement, and (ii) in such event, upon Media Bakery’s request, Licensee shall remove any Licensed Material from such platform or website.
4. Credit and Intellectual Property.
   1. Copyright. No ownership or copyright in any Licensed Material shall pass to Licensee by the issuance of the license contained in this Agreement. Except as expressly stated in this Agreement, Media Bakery grants Licensee no right or license, express or implied, to the Licensed Material.
   2. Trademarks. In connection with the use of "Media Bakery" or any other of Media Bakery’s or its partners' trade names, trademarks, logos or service marks, including the names of all Licensed Material collections ("Marks"), Licensee acknowledges and agrees that (i) such Marks are and shall remain the sole property of Media Bakery or its partners; (ii) except as expressly required in order to satisfy the credit obligations under this Agreement, nothing shall confer upon Licensee any right of use in or to the Marks; and (iii) Licensee shall not now or in the future contest the validity of Media Bakery’s Marks.
   3. Photo Credit. All Licensed Material used in an editorial context, must include the following credit line adjacent to the Licensed Material: "[Photographer's Name]/Media Bakery" or as otherwise shown on the Media Bakery website. If Licensee omits the credit, an additional fee in an amount up to one hundred percent (100%) of the License Fee may be payable by Licensee, at Media Bakery’s sole discretion. The foregoing fee shall be in addition to any other rights or remedies that Media Bakery may have at law or in equity.
   4. Audio/Visual Production Credit. If Licensed Material is used in an audio/visual production in either an editorial context or a non-editorial context but where credits are accorded to other providers of licensed material, credit shall be accorded, where technically feasible, in equal size and comparable placement to such other credit(s), substantially in the following form: "[Video] [Imagery] supplied by [Collection Name]/Media Bakery".
   5. Notice of Violations. Licensee will immediately notify Media Bakery if it becomes aware or suspects that any third party that has gained access to the Licensed Material through Licensee is wrongfully using the Licensed Material, in whole or in part, or is violating any of Media Bakery’s intellectual property rights, including, but not limited to, Marks and copyrights.
5. Warranty and Limitation of Liability.
   1. Media Bakery warrants that: (i) the Licensed Material will be free from defects in material and workmanship for thirty (30) days from delivery (Licensee's sole and exclusive remedy for a breach of this warranty being the replacement of the Licensed Material); (ii) it has all necessary rights and authority to enter into and perform this Agreement; (iii) Licensee's use of the Licensed Material in accordance with this Agreement and in the form delivered by Media Bakery (i.e., excluding any modifications, overlays or re-focusing by Licensee) will not infringe on any copyright, moral right, trademark or other intellectual property right and will not violate any right of privacy or right of publicity; and (iv) all necessary model and/or property releases for use of the Licensed Material authorized under this Agreement have been obtained. Licensee shall be responsible for payment of any amounts that may be due under, and compliance with any other terms of, any applicable collective bargaining agreement(s) (such as Screen Actors Guild in the US) as a result of Licensee's use of the Licensed Material.
   2. MEDIA BAKERY DOES NOT MAKE ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE LICENSED MATERIAL OR ITS DELIVERY SYSTEMS, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. MEDIA BAKERY SHALL NOT BE LIABLE TO LICENSEE 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 MEDIA BAKERY 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 FOR CERTAIN CATEGORIES OF DAMAGES. MEDIA BAKERY SHALL NOT BE LIABLE FOR ANY DAMAGES, COSTS OR LOSSES ARISING OUT OF OR AS A RESULT OF MODIFICATIONS MADE TO THE LICENSED MATERIAL BY LICENSEE OR THE CONTEXT IN WHICH LICENSED MATERIAL IS USED IN A LICENSEE WORK.
6. Indemnification.
   1. Provided Licensed Material is only used in accordance with this Agreement and Licensee is not otherwise in breach of this Agreement and as Licensee's sole and exclusive remedy for any breach of the representations and warranties set forth in Section 5.1(ii)-(iv) above, Media Bakery shall, subject to the terms of Section 5.2 above and Section 6.3 below, defend, indemnify and hold harmless Licensee and its parent, subsidiaries and commonly owned or controlled affiliates and their respective officers, directors and employees from all damages, liabilities and expenses (including reasonable outside attorney fees), arising out of or as a result of claims by third parties ("Claims") relating to any actual or alleged breach by Media Bakery of its warranties set forth in Section 5.1(ii)-(iv) above. Media Bakery shall have no obligation under this Section 6.1 for any Claims that arise out of or are a result of: (i) Licensee’s modification, overlay or re-focusing of the Licensed Material, where the Claim would not have arisen but for the modification, overlay or re-focusing made by Licensee; (ii) the context in which Licensed Material is used in a Licensee Work; where the Claim would not have arisen but for such context; (iii) Licensee’s failure to comply with the terms of this Agreement; or (iv) Licensee's continued use of Licensed Material following notice from Media Bakery, or upon Licensee's knowledge, that Licensed Material is subject to a claim of infringement of another's right. The foregoing states Media Bakery’s entire indemnification obligation under this Agreement.
   2. Licensee shall, subject to the terms of Section 6.3 below, defend, indemnify and hold harmless Media Bakery and its parent, subsidiaries, commonly owned or controlled affiliates, License Material providers and their respective officers, directors and employees from all damages, liabilities and expenses (including reasonable outside attorneys' fees), arising out of or as a result of claims by third parties relating to Licensee's use of any Licensed Material outside the scope of this Agreement or any other actual or alleged breach by Licensee of this Agreement.
   3. The party seeking indemnification pursuant to this Section 6 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.
7. Condition of Licensed Material. Licensee should examine all Licensed Material for possible defects (whether digital or otherwise) before sending any Licensed Material for Reproduction. Without prejudice to Section 5.1(i) above, Media Bakery shall not be liable for any loss or damage suffered by Licensee or any third party, whether directly or indirectly, arising from any alleged or actual defect in any Licensed Material or its caption or in any way from its Reproduction.
8. Electronic Invoicing; Interest on Overdue Invoices. Licensee and Purchaser agree to receive invoices from Media Bakery electronically via the email address associated with Licensee’s and/or Purchaser’s Media Bakery account. If Licensee fails to pay the Invoice in full within the time specified in the Invoice, Media Bakery may add a service charge of one-and-one-half percent (1.5%) per month, or such lesser amount as is allowed by law, on any unpaid balance until payment is received.
9. Unauthorized Use and Termination. Any use of Licensed Material in a manner not expressly authorized by this Agreement (including, without limitation, use of Licensed Material by more than one (1) User without purchase of additional seat licenses) constitutes copyright infringement, entitling Media Bakery to exercise all rights and remedies available to it under copyright laws around the world. Licensee 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 Media Bakery’s other remedies under this Agreement, Media Bakery reserves the right to charge and Licensee agrees to pay a fee equal to up to five (5) times Media Bakery’s standard license fee for the unauthorized use of the Licensed Material. Media Bakery reserves the right to terminate this Agreement in the event Licensee: (i) enters the Agreement after having received notice of unauthorized use from Media Bakery relating to the Licensed Material; (ii) fails to pay the License Fee in full within the time specified in the Invoice; or (iii) otherwise breaches the terms of this Agreement. Upon termination, Licensee must immediately (I) stop using the Licensed Material; and (II) destroy or, upon the request of Media Bakery, return to Media Bakery the Licensed Material and, in the case of termination by Media Bakery for cause, the Licensee Work in the possession or control of Licensee.
10. Miscellaneous Terms.
    1. Audit/Certificate of Compliance. Upon reasonable notice, Licensee shall provide sample copies of Reproductions containing Licensed Material to Media Bakery, including by providing Media Bakery with free of charge access to any pay-walled or otherwise restricted access website or platform where the Licensed Material is Reproduced. In addition, upon reasonable notice, Media Bakery may, at its discretion, either through its own employees or through a third party, audit Licensee's records directly related to this Agreement and use of Licensed Material in order to verify compliance with the terms of this Agreement. If any such audit reveals an underpayment by Licensee to Media Bakery of five percent (5%) or more of the amount Licensee should have paid for the time period that is the subject of the audit, in addition to paying Media Bakery the amount of such underpayment, Licensee shall also reimburse Media Bakery for the costs of conducting such audit. Where Media Bakery reasonably believes that Licensed Material is being used by more than the authorized number of Users, or that Licensed Material is being used outside of the scope of the license granted under this Agreement, Licensee shall, at Media Bakery’s request, provide a certificate of compliance signed by an officer of Licensee, in a form to be approved by Media Bakery.
    2. Electronic Storage. For all Licensed Material that is delivered to Licensee in electronic form, Licensee must retain the copyright symbol, the name of Media Bakery, the Licensed Material's identification number and any other information as may be embedded in the electronic file containing the original Licensed Material. Licensee shall maintain a robust firewall to safeguard against unauthorized third-party access to the Licensed Material.
    3. Withdrawal. Upon notice from Media Bakery, or upon Licensee's knowledge that any Licensed Material may be subject to a claim of infringement of another's right for which Media Bakery may be liable, Media Bakery may require Licensee to immediately and at its own expense (i) stop using the Licensed Material; (ii) delete or remove the Licensed Material from its premises, computer systems and storage (electronic or physical); and (iii) ensure that its clients do likewise. Media Bakery shall provide Licensee with comparable Licensed Material (which comparability will be determined by Media Bakery in its reasonable commercial judgment) free of charge, but subject to the other terms and conditions of this Agreement.
    4. Governing Law/Arbitration. This Agreement will be governed in all respects by the laws of the State of California, U.S.A., without reference to its laws relating to conflicts of law. Any disputes arising from or related to this Agreement or its enforceability, or the business relationship between the parties, shall be finally settled by binding, confidential arbitration by a single arbitrator selected using the rules and procedures for arbitrator selection under the Commercial Rules of the American Arbitration Association ("AAA") in effect on the date of the commencement of arbitration. The arbitration proceedings shall be conducted in English and all documentation shall be presented and filed in English. The decision of the arbitrator shall be final and binding on the parties, and judgment may be entered on the arbitration award and enforced by any court of competent jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not govern this Agreement. The prevailing party shall be entitled to recover its reasonable legal costs relating to that aspect of its claim or defense on which it prevails, and any opposing costs awards shall be offset. Notwithstanding the foregoing, Media Bakery shall have the right to commence and prosecute any legal or equitable action or proceeding before any court of competent jurisdiction to obtain injunctive or other relief against Licensee in the event that, in the opinion of Media Bakery, such action is necessary or desirable. The parties agree that, notwithstanding any otherwise applicable statute(s) of limitation, any arbitration proceeding shall be commenced within two years of the acts, events, or occurrences giving rise to the claim.
    5. Severability. If one or more of the provisions contained in the Agreement is found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected. Such provisions shall be revised only to the extent necessary to make them enforceable.
    6. Waiver. No action of either party, other than express written waiver, may be construed as a waiver of any provision of this Agreement. A delay on the part of either party in the exercise of its rights or remedies will not operate as a waiver of such rights or remedies, and a single or partial exercise by either party of any such rights or remedies will not preclude other or further exercise of that right or remedy. A waiver of a right or remedy on any one occasion will not be construed as a bar to or waiver of rights or remedies on any other occasion.
    7. Entire Agreement. This Agreement is intended for business customers of Media Bakery and contains all the terms of the license agreement. No terms or conditions may be added or deleted unless made in writing and either accepted in writing by an authorized representative of both parties or issued electronically by Media Bakery and accepted in writing by an authorized representative of Licensee. In the event of any inconsistency between the terms contained herein and the terms contained on any purchase order or other communication sent by Licensee, the terms of this Agreement shall govern.
    8. Taxes. All License Fees are exclusive of any applicable sales, use, withholding or other transactional taxes, which are the sole responsibility of Licensee or Purchaser (if any).
    9. Media Bakery Licensing. The licensing entity under this Agreement shall be determined by the billing address of the Licensee or, if any, Purchaser, as follows:

       LICENSEE LOCATION: United States

       LICENSOR (LOCATION): Media Bakery (US), Inc (United States)

Media Bakery Comping File Preview License Agreement

THIS IS A LEGAL AGREEMENT BETWEEN YOU ("LICENSEE") AND A SUBSIDIARY OF MUSE MEDIA, LLC D/B/A MEDIA BAKERY ("MEDIA BAKERY"). THIS AGREEMENT APPLIES TO LICENSES ISSUED VIA THE WEB AND VIA LOCAL SALES REPRESENTATIVES, AND IS APPLICABLE TO ONLINE, DIGITAL AND ANALOGUE (PHYSICAL) DELIVERY OF LICENSED MATERIAL (THE "AGREEMENT").

1. Grant of License. Media Bakery grants to you, for a period of thirty (30) days, a non-exclusive, non-sublicensable, non-transferable and non-assignable right to use the image and/or film preview file you have selected and any derivatives or copies (collectively, the "Licensed Material"), on your personal computer and, in the case of film, in any test, sample, comp or rough cut evaluation materials. The Licensed Material may only be used in materials for personal, noncommercial use and test or sample use, including comps and layouts.
2. Restrictions.
   1. The Licensed Material may not be used in any final materials distributed inside of your company or any materials distributed outside of your company or to the public, including, but not limited to, advertising and marketing materials or in any online or other electronic distribution system (except that you may transmit comps digitally or electronically to your clients for their review) and may not be distributed, sublicensed or made available for use or distribution separately or individually and no rights may be granted to the Licensed Material.
   2. One copy of the Licensed Material may be made for backup purposes only but may only be used if the original Licensed Material becomes defective, destroyed or otherwise irretrievably lost. Except as specifically provided in this Agreement, the Licensed Material may not be shared or copied for example by including it in a disc library, image storage jukebox, network configuration or other similar arrangement. Use which would be defamatory, pornographic or otherwise unlawful is prohibited. If Licensed Material featuring a person is used (i) in a manner that implies endorsement, use of or a connection to a product or service by that model; or (ii) in connection with a potentially unflattering or controversial subject, you must print a statement that indicates that the person is a model and is used for illustrative purposes only.
3. Additional Rights Available. If you are unsure of your usage rights under this Agreement or wish to use the Licensed Material in a manner not permitted by this Agreement (for example: online or as part of an advertisement or product), please contact the Media Bakery office.
4. Warranty. Media Bakery warrants the digital copy of the Licensed Material in the form downloaded by you to be free from defects in material and workmanship for 30 days from delivery. The sole and exclusive remedy for a breach of the foregoing warranty is the replacement of the digital copy of the Licensed Material. MEDIA BAKERY MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Some states or jurisdictions do not permit the exclusion of implied warranties, and you may have other rights which may vary from state to state and jurisdiction to jurisdiction. NEITHER MEDIA BAKERY NOR ANY OF ITS IMAGE PARTNERS SHALL BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY GENERAL, SPECIAL, DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR OTHER DAMAGES ARISING OUT OF THIS LICENSE OR OTHERWISE.
5. General. All rights to the Licensed Material are owned by Media Bakery and/or its image partners and are protected by United States copyright laws, international treaty provisions and other applicable laws. Media Bakery and its image partners retain all rights not expressly granted by this Agreement. The license contained in this Agreement will terminate automatically without notice from Media Bakery upon expiry of the 30-day comp license period or, if sooner, upon you failing to comply with any provision of this Agreement. Upon termination, you must immediately stop using the Licensed Material and either destroy any digital Licensed Material or return the Licensed Material and all copies to Media Bakery.

©2018 Media Bakery. All rights reserved.

Media Bakery Rights-Managed License Agreement

THIS IS A LEGAL AGREEMENT (THE "AGREEMENT") BETWEEN LICENSEE, PURCHASER (IF ANY) AND AN AFFILIATE OF MUSE MEDIA, LLC D/B/A MEDIA BAKERY. THE AFFILIATE OF MEDIA BAKERY IDENTIFIED IN SECTION 11.10 BELOW WILL BE THE PARTY ENTERING INTO THIS AGREEMENT ("MEDIA BAKERY") WITH LICENSEE. THIS AGREEMENT APPLIES TO LICENSES ISSUED VIA THE WEB AND VIA LOCAL SALES REPRESENTATIVES, AND IS APPLICABLE TO ONLINE, DIGITAL AND ANALOG (PHYSICAL) DELIVERY OF LICENSED MATERIAL. BY ORDERING A LICENSE, LICENSEE AND, IF APPLICABLE, PURCHASER, IS CONFIRMING THAT IT HAS CAPACITY TO FORM A CONTRACT UNDER ITS LOCAL LAWS.

1. Definitions. In this Agreement the following definitions apply:
   1. "Editorial Licensed Material" means Licensed Material relating to events that are newsworthy or of public interest and identified as such on the Media Bakery website.
   2. "Invoice" means the computer-generated or pre-printed standard form invoice provided by Media Bakery setting out the Media Bakery licensing company and the terms agreed with the Licensee. The Invoice shall be incorporated into this Agreement and all references to the Agreement shall include the Invoice.
   3. "Licensed Material" means any still image, film or video footage, audio product, visual representation generated optically, electronically, digitally or by any other means, including any negatives, transparencies, film imprints, prints, original digital files, or any other product protected by copyright, trademark, patent or other intellectual property rights, which is licensed to Licensee by Media Bakery under the terms of this Agreement. Any reference in this Agreement to the Licensed Material shall be to each individual item within the Licensed Material and also to the Licensed Material as a whole.
   4. "Licensee" means the entity purchasing a license hereunder or, if there is a separate Purchaser, the entity specifically designated as Licensee during the purchase process and set forth as such in the Invoice.
   5. "Licensee Work" means an end product or service that has been created by or on behalf of Licensee using independent skill and effort and that incorporates a Reproduction of the Licensed Material as well as other material.
   6. "Purchaser" means an entity purchasing the license hereunder on behalf of a third-party Licensee.
   7. "Reproduction" and "Reproduce" mean any form of copying or publication of the whole or a part of any Licensed Material, via any medium and by whatever means, the distortion, alteration, cropping or manipulation of the whole or any part of the Licensed Material, and the creation of any derivative work from, or that incorporates, the Licensed Material.
   8. "Rights and Restrictions" means the information available to Licensee at the time of Licensed Material selection, either: (i) accompanying the Licensed Material on the Media Bakery's website (including all areas of the purchase process); (ii) in a written quote issued by Media Bakery; or (iii) in the editorial feed (if so delivered), and as might also be reflected in the Invoice. Such restrictions may include, without limitation, the permitted scope of use, duration of license, any territory or other use restrictions applicable to the Licensed Material selected, and the corresponding price for the license of such Licensed Material ("License Fee"). The Rights and Restrictions shall be incorporated into this Agreement and all references to the Agreement shall include the Rights and Restrictions.
2. Grant of Rights and Restrictions. Subject to the terms of this Agreement:
   1. Media Bakery grants to Licensee a non-exclusive, non-sublicensable and non-transferable right to use and Reproduce the Licensed Material identified in the Invoice, solely to the extent explicitly stated in this Agreement. This right may be exercised by subcontractors of Licensee (including Purchaser) for preparation of the Licensee Work, provided that such subcontractors agree to abide by the terms of this Agreement.
   2. Use of the Licensed Material is strictly limited to the use, medium, period of time, print run, placement, size of Licensed Material, territory and any other restrictions specified in the Rights and Restrictions using the Media Bakery Rights Calculator at the time of License. Licensee may utilize the Licensed Material in any production process as may be necessary for the intended use specified in the Rights and Restrictions, including as set forth in Section 2.1 above. Licensee may license and/or transfer ownership of any Licensee Work (but not any Licensed Material contained therein) as part of any distribution process as may be necessary or appropriate for the intended use specified in the Rights and Restrictions solely as part of the distribution process contemplated in the Rights and Restrictions in connection with the intended use specified therein.
   3. Unless additional rights are stipulated in the Rights and Restrictions or granted pursuant to a separate license agreement, Editorial Licensed Material may not be used for any commercial, promotional, endorsement, advertising or merchandising use. For clarification, in this Agreement use of Licensed Material in an "editorial" manner means use relating to events that are newsworthy or of public interest and expressly excludes any advertorial sections (i.e. sections or supplements in relation to which Licensee receives a fee from a third-party advertiser or sponsor).
   4. Editorial Licensed Material may be cropped or otherwise edited for technical quality, provided that the editorial integrity of the Licensed Material is not compromised, but shall not, under any circumstances, otherwise be altered.
   5. While efforts have been made to correctly caption the subject matter of, and to provide other information (including metadata) related to, the Licensed Material, Media Bakery does not warrant the accuracy of such information.
   6. Pornographic, defamatory or otherwise unlawful use of Licensed Material is strictly prohibited, whether directly or in context or juxtaposition with other material or subject matter. Licensee shall also comply with any applicable regulations and/or industry codes.
   7. If any Licensed Material featuring a model or property is used in connection with a subject that would be unflattering or controversial to a reasonable person (except for Editorial Material used in an editorial manner), Licensee must accompany each such use with a statement that indicates that: (i) the Licensed Material is being used for illustrative purposes only; and (ii) any person depicted in the Licensed Material, if any, is a model.
   8. Licensed Material shall not be incorporated into a logo, corporate ID, trademark or service mark, without obtaining the prior written consent of Media Bakery.
   9. Licensee may not make the Licensed Material available in a manner intended to allow or invite a third party to download, extract, redistribute or access the Licensed Material as a standalone file.
   10. Editorial Licensed Material may not be modified, reconfigured or repurposed for use in any mobile-directed web sites or mobile applications that are specifically created for viewing of Licensed Material and/or the Licensee Work on mobile devices, without obtaining the prior written consent of Media Bakery, which consent might require payment of an additional License Fee. For clarification, this restriction on mobile use is not breached if Licensed Material that is licensed for website use can be viewed via mobile devices in a "pull" (as opposed to "push") fashion, provided it is not so specifically modified, reconfigured or repurposed for this purpose.
   11. Licensed Material shall not be used contrary to the Rights and Restrictions.
   12. Where Purchaser is licensing Licensed Material on behalf of a Licensee, Purchaser hereby represents and warrants that: (i) Purchaser is authorized to act as an agent on behalf of Licensee and has full power and authority to bind Licensee to this Agreement; and (ii) if Licensee subsequently disputes such power or authority, Purchaser shall be liable for any failure of Licensee to comply with the terms of this Agreement. Nothing in this Section 2.13 shall excuse Purchaser's obligation to make payment to Media Bakery of the License Fee.
   13. Licensee may not falsely represent, expressly or impliedly, that Licensee is the original creator of a visual work that derives a substantial part of its artistic components from the Licensed Material.
   14. If the Rights and Restrictions allow Reproduction of the Licensee Work on website, Licensee shall post terms and conditions on its permitted websites that prohibit, republication, retransmission, reproduction or other use of the Licensed Material as a stand-alone file.
   15. If the Rights and Restrictions include use on any social media platform or other third party website; (i) such rights shall automatically be revoked in the event that the third party website seeks to exploit purported rights to the Licensed Material contrary to the terms of this Agreement, and (ii) in such event, upon Media Bakery’s request, Licensee shall remove any Licensed Material from such platform or website.
3. Credit and Intellectual Property.
   1. Copyright. No ownership or copyright in any Licensed Material shall pass to Licensee by the issuance of the license contained in this Agreement. Except as expressly stated in this Agreement, Media Bakery grants Licensee no right or license, express or implied, to the Licensed Material.
   2. Trademarks. In connection with the use of "Media Bakery" or any other of Media Bakery’s or its partners' trade names, trademarks, logos or service marks, including the names of all Licensed Material collections ("Marks"), Licensee acknowledges and agrees that (i) such Marks are and shall remain the sole property of Media Bakery or its partners; (ii) except as expressly required in order to satisfy the credit obligations under this Agreement, nothing shall confer upon Licensee any right of use in or to the Marks; and (iii) Licensee shall not now or in the future contest the validity of the Marks.
   3. Photo Credit. Except as otherwise noted in Section 10, all Licensed Material used in an editorial context must include the following credit line adjacent to the Licensed Material: "[Photographer's Name]/Media Bakery" or as otherwise shown on the Media Bakery website. If Licensee omits the credit, an additional fee in an amount up to one hundred percent (100%) of the License Fee may be payable by Licensee, at Media Bakery’s sole discretion. The foregoing fee shall be in addition to any other rights or remedies that Media Bakery may have at law or in equity.
   4. Audio/Visual Production Credit. If Licensed Material is used in an audio/visual production in either an editorial context or a non-editorial context but where credits are accorded to other providers of licensed material, credit shall be accorded, where technically feasible, in equal size and comparable placement to such credit(s), substantially in the following form: "[Imagery] supplied by [Photographer Name]/Media Bakery".
   5. Notice of Violations. Licensee will immediately notify Media Bakery if it becomes aware or suspects that any third party that has gained access to the Licensed Material through Licensee is wrongfully using the Licensed Material, in whole or in part, or is violating any of Media Bakery’s intellectual property rights, including, but not limited to, Marks and copyrights.
4. Releases.
   1. Media Bakery will notify Licensee in the Rights and Restrictions if it has obtained a model release and/or a property release for Licensed Material. The warranty and indemnity set forth in Sections 5.1(iv) and 6.1 below are only provided if and when such written notification is given. If no such notification is given, then no such model or property release has been obtained. No releases are generally obtained for Editorial Licensed Material. Licensee acknowledges 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. Licensee shall be responsible for payment of any amounts that may be due under, and compliance with any other terms of, any applicable collective bargaining agreement(s) (such as Screen Actors Guild in the US) as a result of Licensee's use of the Licensed Material.
   2. Except where Licensee is specifically notified that a model and/or property release has been obtained, Media Bakery does not grant any right nor make any warranty with regard to the use of names, people, trademarks, trade dress, logos, registered, unregistered or copyrighted audio, designs or works of art or architecture depicted in any Licensed Material. Licensee shall be solely responsible for determining whether release(s) is/are required in connection with any proposed use of Licensed Material, and Licensee shall be solely responsible for obtaining all necessary release(s).
5. Warranty and Limitation of Liability.
   1. Media Bakery warrants that: (i) the Licensed Material will be free from defects in material and workmanship for thirty (30) days from delivery (Licensee's sole and exclusive remedy for a breach of this warranty being the replacement of the Licensed Material); (ii) it has all necessary rights and authority to enter into and perform this Agreement; (iii) Licensee's use of the Licensed Material in accordance with this Agreement and in the form delivered by Media Bakery (i.e., excluding any modifications, overlays or re-focusing by Licensee) will not infringe on any copyrights or moral rights of any person or entity; and (iv) if a release is provided by Media Bakery pursuant to Section 4.1, Licensee's use of the Licensed Material in accordance with this Agreement and in the form delivered by Media Bakery (i.e., excluding any modifications, overlays or re-focusing by Licensee) will not, where a property release is provided, infringe on any trademark or other intellectual property right and/or will not, where a model release is provided, violate any right of privacy or right of publicity.
   2. MEDIA BAKERY DOES NOT MAKE ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE LICENSED MATERIAL OR ITS DELIVERY SYSTEMS, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. MEDIA BAKERY SHALL NOT BE LIABLE TO LICENSEE 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 MEDIA BAKERY 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 FOR CERTAIN CATEGORIES OF DAMAGES. MEDIA BAKERY SHALL NOT BE LIABLE FOR ANY DAMAGES, COSTS OR LOSSES ARISING OUT OF OR AS A RESULT OF MODIFICATIONS MADE TO THE LICENSED MATERIAL BY LICENSEE OR THE CONTEXT IN WHICH LICENSED MATERIAL IS USED IN A LICENSEE WORK.
6. Indemnification.
   1. Provided Licensed Material is only used in accordance with this Agreement and Licensee is not otherwise in breach of this Agreement and as Licensee's sole and exclusive remedy for any breach of the warranties set forth in Section 5.1(ii)-(iv) above, Media Bakery shall, subject to the terms of Section 5.2 above and Section 6.3 below, defend, indemnify and hold harmless Licensee and its parent, subsidiaries and commonly owned or controlled affiliates and their respective officers, directors and employees from all damages, liabilities and expenses (including reasonable outside attorney fees), arising out of or as a result of claims by third parties ( “Claims”) relating to any actual or alleged breach by Media Bakery of its warranties set forth in Section 5.1(ii)-(iv) above. Media Bakery shall have no obligation under this Section 6.1 for any Claims that arise out of or are a result of: (i) Licensee’s modification, overlay or re-focusing of the Licensed Material, where the Claim would not have arisen but for the modification, overlay or re-focusing made by Licensee; (ii) the context in which Licensed Material is used in a Licensee Work; where the Claim would not have arisen but for such context; (iii) Licensee’s failure to comply with the terms of this Agreement; or (iv) Licensee's continued use of Licensed Material following notice from Media Bakery, or upon Licensee's knowledge, that Licensed Material is subject to a claim of infringement of another's right. The foregoing states Media Bakery’s entire indemnification obligation under this Agreement.
   2. Licensee shall, subject to the terms of Section 6.3 below, defend, indemnify and hold harmless Media Bakery and its parent, subsidiaries, commonly owned or controlled affiliates, and content providers and their respective officers, directors and employees from all damages, liabilities and expenses (including reasonable outside attorneys' fees), arising out of or as a result of claims by third parties relating to: (i) Licensee's use of any Licensed Material outside the scope of this Agreement; (ii) any other actual or alleged breach by Licensee of this Agreement; or (iii) Licensee's failure to obtain any required release.
   3. The party seeking indemnification pursuant to this Section 6 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.
7. Condition of Licensed Material. Licensee should examine all Licensed Material for possible defects (whether digital or otherwise) before sending any Licensed Material for Reproduction. Without prejudice to Section 5.1(i) above, Media Bakery shall not be liable for any loss or damage suffered by Licensee or any third party, whether directly or indirectly, arising from any alleged or actual defect in any Licensed Material or its caption or in any way from its Reproduction.
8. License Cancellation Fee. If Licensee or Purchaser requests in writing to cancel this Agreement within 30 days of the date of receipt by Licensee or Purchaser of the Licensed Material, and such Licensed Material has not been used by Licensee, Media Bakery may cancel this Agreement and issue a credit to Licensee's or Purchaser's account or credit card as follows: (i) with respect to non-video Licensed Material only, an amount up to 100% of the License Fee may be credited if the request is received within 15 days of receipt of the Licensed Material; or (ii) an amount up to 50% of the License Fee may be credited if the request is received between 16 and 30 days of receipt of the Licensed Material (or any time within the first 30 days for video); in each case an administration fee of US$50 (or local currency variation) will be charged. No credits are available for any cancellation request received after 30 days from receipt of Licensed Material. Nothing in this Section 8 shall apply to research, lab, or service fees which shall be payable according to the terms stated on the Invoice and shall be non-refundable.
9. Electronic Invoicing; Interest on Overdue Invoices. Licensee and Purchaser agree to receive invoices from Media Bakery electronically via the email address associated with Licensee’s and/or Purchaser’s Media Bakery account. If Licensee fails to pay Media Bakery’s Invoice in full within the time specified in the Invoice, Media Bakery may add a service charge of one-and-one-half percent (1.5%) per month, or such lesser amount as is allowed by law, on any unpaid balance until payment is received.
10. Miscellaneous Terms.
    1. Unauthorized Use and Termination. Any use of Licensed Material in a manner not expressly authorized by this Agreement constitutes copyright infringement, entitling Media Bakery to exercise all rights and remedies available to it under copyright laws around the world. Licensee 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 Media Bakery's other remedies under this Agreement, Media Bakery reserves the right to charge and Licensee agrees to pay a fee equal to up to five (5) times Media Bakery’s standard license fee for the unauthorized use of the Licensed Material. Media Bakery reserves the right to terminate this Agreement in the event Licensee: (i) enters the Agreement after having received notice of unauthorized use from Media Bakery relating to the Licensed Material; (ii) provides inaccurate information regarding its proposed use of the Licensed Material at the time of entering the Agreement; (iii) fails to pay the License Fee on the due date; or (iv) otherwise breaches the terms of this Agreement. Upon termination, Licensee must immediately (I) stop using the Licensed Material; and (II) destroy or, upon the request of Media Bakery, return to Media Bakery the Licensed Material and, in the case of termination by Media Bakery for cause, the Licensee Work in the possession or control of Licensee. If you use the content on a social media platform or other third party website and the platform or website uses (or announces that it plans to use) the content for its own purpose or in a way that is contrary to this agreement, the rights granted for such use shall immediately terminate, and in that event, upon request, you agree to remove any content from such platform or website.
    2. Audit/Certificate of Compliance. Upon reasonable notice, Licensee shall provide sample copies of Reproductions containing Licensed Material to Media Bakery, including by providing Media Bakery with free of charge access to any pay-walled or otherwise restricted access website or platform where the Licensed Material is Reproduced. In addition, upon reasonable notice, Media Bakery may, at its discretion, either through its own employees or through a third party, audit Licensee's records directly related to this Agreement and use of Licensed Material in order to verify compliance with the terms of this Agreement. If any such audit reveals an underpayment by Licensee to Media Bakery of five percent (5%) or more of the amount Licensee should have paid for the time period that is the subject of the audit, in addition to paying Media Bakery the amount of such underpayment, Licensee shall also reimburse Media Bakery for the costs of conducting such audit. Where Media Bakery reasonably believes that Licensed Material is being used outside of the scope of the license granted under this Agreement, Licensee shall, at Media Bakery's request, provide a certificate of compliance signed by an officer of Licensee, in a form to be approved by Media Bakery.
    3. Electronic Storage. For all Licensed Material that is delivered to Licensee in electronic form, Licensee must retain the copyright symbol, the name of Media Bakery, the Licensed Material's identification number and any other information as may be embedded in the electronic file containing the original Licensed Material. Licensee may not make additional high-resolution copies of the Licensed Material and Licensee shall maintain a robust firewall to safeguard against unauthorized third-party access to the Licensed Material. Notwithstanding the foregoing, Licensee may make one (1) high-resolution backup copy of the Licensed Material for security purposes only.
    4. Withdrawal. Upon notice from Media Bakery, or upon Licensee's knowledge, that any Licensed Material may be subject to a claim of infringement of another's right for which Media Bakery may be liable, Media Bakery may require Licensee to immediately and at its own expense: (i) stop using the Licensed Material; (ii) delete or remove the Licensed Material from its premises, computer systems and storage (electronic or physical); and (iii) ensure that its clients do likewise. Media Bakery shall provide Licensee with comparable Licensed Material (which comparability will be determined by Media Bakery in its reasonable commercial judgment) free of charge, but subject to the other terms and conditions of this Agreement.
    5. Governing Law/Arbitration. This Agreement will be governed in all respects by the laws of the State of California, U.S.A., without reference to its laws relating to conflicts of law. Any disputes arising from or related to this Agreement or its enforceability, or the business relationship between the parties, shall be finally settled by binding, confidential arbitration by a single arbitrator selected using the rules and procedures for arbitrator selection under the Commercial Rules of the American Arbitration Association ("AAA") in effect on the date of the commencement of the arbitration. The arbitration proceeding shall be conducted in English and all documentation shall be presented and filed in English. The decision of the arbitrator shall be final and binding on the parties, and judgment may be entered on the arbitration award and enforced by any court of competent jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not govern this Agreement. The prevailing party shall be entitled to recover its reasonable legal costs relating to that aspect of its claim or defense on which it prevails, and any opposing costs awards shall be offset. Notwithstanding the foregoing, Media Bakery shall have the right to commence and prosecute any legal or equitable action or proceeding before any court of competent jurisdiction to obtain injunctive or other relief against Licensee in the event that, in the opinion of Media Bakery, such action is necessary or desirable. The parties agree that, notwithstanding any otherwise applicable statute(s) of limitations, any arbitration proceeding shall be commenced within two years of the acts, events, or occurrences giving rise to the claim.
    6. Severability. If one or more of the provisions contained in the Agreement is found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected. Such provisions shall be revised only to the extent necessary to make them enforceable.
    7. Waiver. No action of either party, other than express written waiver, may be construed as a waiver of any provision of this Agreement. A delay on the part of either party in the exercise of its rights or remedies will not operate as a waiver of such rights or remedies, and a single or partial exercise by either party of any such rights or remedies will not preclude other or further exercise of that right or remedy. A waiver of a right or remedy on any one occasion will not be construed as a bar to or waiver of rights or remedies on any other occasion.
    8. Entire Agreement. This Agreement is intended for business customers of Media Bakery and contains all the terms of the license agreement. No terms or conditions may be added or deleted unless made in writing and either accepted in writing by an authorized representative of both parties or issued electronically by Media Bakery and accepted in writing by an authorized representative of Licensee. In the event of any inconsistency between the terms contained herein and the terms contained on any purchase order sent by Licensee, the terms of this Agreement shall govern.
    9. Taxes. All License Fees are exclusive of any applicable sales, use, withholding or other transactional taxes, which are the sole responsibility of Licensee or Purchaser (if any).
    10. Media Bakery. The licensing entity under this Agreement shall be determined by the billing address of the Licensee or, if any, Purchaser, as follows:

        LICENSEE LOCATION: United States

        LICENSOR (LOCATION): Media Bakery (US), Inc (United States)

Media Bakery Comping File Preview License Agreement

THIS IS A LEGAL AGREEMENT BETWEEN YOU ("LICENSEE") AND A SUBSIDIARY OF MUSE MEDIA, LLC D/B/A MEDIA BAKERY ("MEDIA BAKERY"). THIS AGREEMENT APPLIES TO LICENSES ISSUED VIA THE WEB AND VIA LOCAL SALES REPRESENTATIVES, AND IS APPLICABLE TO ONLINE, DIGITAL AND ANALOGUE (PHYSICAL) DELIVERY OF LICENSED MATERIAL (THE "AGREEMENT").

1. Grant of License. Media Bakery grants to you, for a period of thirty (30) days, a non-exclusive, non-sublicensable, non-transferable and non-assignable right to use the image and/or film preview file you have selected and any derivatives or copies (collectively, the "Licensed Material"), on your personal computer and, in the case of film, in any test, sample, comp or rough cut evaluation materials. The Licensed Material may only be used in materials for personal, noncommercial use and test or sample use, including comps and layouts.
2. Restrictions.
   1. The Licensed Material may not be used in any final materials distributed inside of your company or any materials distributed outside of your company or to the public, including, but not limited to, advertising and marketing materials or in any online or other electronic distribution system (except that you may transmit comps digitally or electronically to your clients for their review) and may not be distributed, sublicensed or made available for use or distribution separately or individually and no rights may be granted to the Licensed Material.
   2. One copy of the Licensed Material may be made for backup purposes only but may only be used if the original Licensed Material becomes defective, destroyed or otherwise irretrievably lost. Except as specifically provided in this Agreement, the Licensed Material may not be shared or copied for example by including it in a disc library, image storage jukebox, network configuration or other similar arrangement. Use which would be defamatory, pornographic or otherwise unlawful is prohibited. If Licensed Material featuring a person is used (i) in a manner that implies endorsement, use of or a connection to a product or service by that model; or (ii) in connection with a potentially unflattering or controversial subject, you must print a statement that indicates that the person is a model and is used for illustrative purposes only.
3. Additional Rights Available. If you are unsure of your usage rights under this Agreement or wish to use the Licensed Material in a manner not permitted by this Agreement (for example: online or as part of an advertisement or product), please contact the Media Bakery office.
4. Warranty. Media Bakery warrants the digital copy of the Licensed Material in the form downloaded by you to be free from defects in material and workmanship for 30 days from delivery. The sole and exclusive remedy for a breach of the foregoing warranty is the replacement of the digital copy of the Licensed Material. MEDIA BAKERY MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Some states or jurisdictions do not permit the exclusion of implied warranties, and you may have other rights which may vary from state to state and jurisdiction to jurisdiction. NEITHER MEDIA BAKERY NOR ANY OF ITS IMAGE PARTNERS SHALL BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY GENERAL, SPECIAL, DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR OTHER DAMAGES ARISING OUT OF THIS LICENSE OR OTHERWISE.
5. General. All rights to the Licensed Material are owned by Media Bakery and/or its image partners and are protected by United States copyright laws, international treaty provisions and other applicable laws. Media Bakery and its image partners retain all rights not expressly granted by this Agreement. The license contained in this Agreement will terminate automatically without notice from Media Bakery upon expiry of the 30-day comp license period or, if sooner, upon you failing to comply with any provision of this Agreement. Upon termination, you must immediately stop using the Licensed Material and either destroy any digital Licensed Material or return the Licensed Material and all copies to Media Bakery.

©2018 Media Bakery. All rights reserved.