"LEARNING PICTURES" BRAND STOCK PHOTOGRAPHY SITE USAGE AGREEMENT PLEASE READ THIS CAREFULLY. THE FOLLOWING TERMS AND CONDITIONS CONSTITUTE A BINDING AGREEMENT ("AGREEMENT") BETWEEN YOU AND the Education Stock Picture company ("the E.S.P. Co."). If you do not agree to accept and abide by these terms you should not access or use this web site. If you are obtaining image reproduction rights on behalf of your employer, you represent that you have the authority and right to bind the employer to the terms contained in this agreement.

 

1.     Your name, contact details, and project information will never be sold to or shared with anyone.

2.     We may send you an occasional email advising you of our new or expanded holdings, changes of terms or procedures, or other information about us that may be of interest.

3.     We reserve the right to suspend or terminate your account and refuse any and all current or future use of this website.

4.     Any and all usages of the images and captions on this website are bound by our Terms of Delivery, Lease, and License, which are listed below.

5.     All records of downloads are maintained for follow up by a representative of the E.S.P. Co.

6.     All files downloaded from this website, including thumbnails, previews and high resolution must be deleted within one month of the completion of the project for which they were considered.

7.     This website uses cookies to recognize users and maintain account settings. These cookies do not transmit any personal information about users--they simply note a user's IP address, the time and date that the website is accessed and other technical data. If you have cookies disabled, many aspects of this website, from searching for pictures to creating light boxes, will not function correctly.

8.     In the event of any conflict between the EULA and this document, the EULA shall prevail where the Client (as defined below) orders via the website or otherwise makes use of website images.

9.     If you are a consumer (i.e. you are ordering media other than in the course of a business or your trade or profession) please contact us before placing your order as additional terms may apply, or you may have additional legal rights.

10.   This website is intended only for the purpose of producing education products such as textbooks, supplemental education, and/or learning-based programming. Though the intent is for education, it is not a free resource for places of learning (such as Schools and Universities). All media on this site must be licensed and fully purchased prior to use.

11.   The headings are used for convenience only and shall not affect its interpretation; and

12.   References to persons shall include incorporated and unincorporated persons; references to the singular include the plural and vice versa; and references to the masculine include the feminine.

 

1.1.1.  The E.S.P. Co. May revise and update these terms at anytime and without notice. Your continued access or use of this web site after any such changes are posted will constitute your acceptance of these changes.

1.1.2. This website is owned and operated by the E.S.P. Co. All elements of the site, including the content and the general design are protected by copyright, trademark, trade dress and other U.S. and international laws or treaties relating to intellectual property. No portion or element of this site or its content may be copied or retransmitted via any means and all related rights shall remain the exclusive property of the E.S.P. Co.

1.1.3. You may not take the results from a search and reformat and display them, mirror or "frame" the Learning Pictures home page or results pages on your website. You may not link to any page of the website other than the home page located at www.Learning-Pictures.com. You may not send automated queries of any sort to the Learning Pictures system without express permission in advance from the E.S.P. Co.

1.1.4. This website is owned and operated by the E.S.P. Co. All images and related informational materials in any medium furnished by the E.S.P. Co., including related text, captions or information (collectively referred to as "Content"), is owned or represented by the E.S.P. Co., our licensors or our Content E.S.P. Co.’s and is protected by U.S. and international copyright laws, trade dress, moral rights and other intellectual property rights.

1.1.5. For the protection of the E.S.P. Co., its image sources and other licensors, content may be visibly, invisibly or electronically watermarked and may include the use of digital rights management system technology. Such technology may permit online crawling or tracking of content obtained from the E.S.P. Co. and/or other methods of protecting, monitoring or tracking the unauthorized use of the content ("rights management systems (RMS)"). If you do not consent to the E.S.P. Co.'s use of RMS, do not use the site or any content found therein. You will not knowingly disable any such technology or tool.

1.1.6. Nothing in these Terms and Conditions constitutes a partnership, the E.S.P. Co. relationship or joint venture between the parties. Neither party shall act or describe itself as the agent of the other, nor shall it make or represent that it has authority to make any commitments on the other’s behalf.

1.1.7. The use of this site is at your own risk.

1.1.8. If you are unsure of your rights or obligations under this Agreement do not use the website and contact the E.S.P. Co. By e-mail at Info@Learning-Pictures.com.

 

1.2.1. You may not use the trademarks or service marks of the E.S.P. Co. Without the E.S.P. Co.’s prior written consent. "The E.S.P. Co." and the Learning Pictures Logo, among others, are trademarks of the E.S.P. Co. Other product and company names mentioned on the website will be trademarks of their respective owners.

 

1.3.1. Due to technical difficulties with the Internet, Internet software or transmission problems, downloads could produce inaccurate or incomplete copies of information contained on this web site. Computer viruses or other destructive programs may also be inadvertently downloaded from this website. The E.S.P. Co. Shall not be responsible or liable for any software, computer viruses or other destructive, harmful or disruptive files or programs that may infect or otherwise impact your use of your computer equipment or other property on account of your access to, use of, or browsing on this web site or your downloading of any of the Content from this web site.

 

1.4.1. As a convenience, this website may link to other sites that may be of interest to you but are not under the E.S.P. Co.’s control. These links do not imply endorsement by the E.S.P. Co. And the E.S.P. Co. is not responsible for the availability of, or the content contained in, any linked site. The E.S.P. Co. shall not be responsible or liable, directly or indirectly, for any damage or loss, caused or alleged to be caused by, or in connection with, the use of, or the reliance upon any information, content, goods or services available on or through any third party web sites or other linked services.

 

1.5.1. If any provision or part of these Terms and Conditions or of a license granted under these Terms and Conditions is held to be invalid or unenforceable, that license or these Terms and Conditions shall be deemed to be amended by the addition or deletion of wording as appropriate to remove the invalid part or provision but otherwise to retain the provision and the other provisions of that license or these Terms and Conditions to the maximum extent permissible under applicable law. 

 

1.6.1. Registration at this site is open to professional buyers of pictures only, not the general public.

1.6.2. At this time we are unable to furnish any free media for personal or school use; all media must be licensed and paid for prior to use of any kind.

1.6.3. Minors and children (persons under the age of 18) are not eligible to use this website unsupervised and we ask that minors and children do not register or submit any personal information to us. By using this web site and/or registering, you warrant that you are 18 years of age or older.

1.6.4. This Agreement is in addition to your obligations under the applicable End User License Agreement (EULA) you may enter into on licensing an image from this Site. In the event of any conflict between this Agreement and the EULA, the EULA will control as to the conflicting terms.

 

1.7.1. The E.S.P. Co. reserves the right, in its sole discretion, to revoke your authorization to view, download and use the Content and information available on the website at any time and for any reason, with or without notice to you of such revocation, and you agree to immediately discontinue such use upon notice from the E.S.P. Co. Reasons for termination may include:

1.7.1.1.A breach of any of the terms of the license or these Terms and Conditions and, in the case of a breach capable of remedy, fails to remedy such breach within 30 days of receipt of written notice giving full particulars of the breach and of the steps required to remedy it.

1.7.1.2.If incorrect information is used in your personal information form that could be perceived as deception of your own identity, such as impersonation of a member of a publishing group or information designed to spam the site with false data.

1.7.1.3.Being a company that passes a resolution for winding up, otherwise than for the purposes of a solvent amalgamation or reconstruction, or a court makes an order to that effect.

1.7.1.4.Being a partnership or other unincorporated association is dissolved or being a natural person, dies.

1.7.1.5.Becomes or is declared insolvent or convenes a meeting of or makes or proposes to make any arrangement or composition with its creditors.

1.7.1.6.Has a liquidator, receiver, administrator, administrative receiver, manager, trustee or similar officer appointed over any of its assets.

1.7.1.7.Ceases, or threatens to cease, to carry on business.

1.7.1.8.Any analogous event occurs under the insolvency laws applicable to the Client.

 

1.8.1. The E.S.P. Co.’s Privacy Policy applies to use of this website and its terms and conditions are made part of this Agreement by reference. Please consult the E.S.P. Co.’ Privacy Policy for specific information on the E.S.P. Co. policies for use of your personal information. You understand that any message or information sent to the website may be viewed or intercepted by third parties, even if there is a special notice that the information (e.g. financial information) is encrypted.

1.8.2. The E.S.P. Co. is committed to respecting the privacy of the personal information of the individuals with whom we interact. We have privacy policies and practices explaining how we collect, use and disclose the personal information of those individuals who visit our website - these are set out in our Privacy Policy on the website.

 

1.9.1. The website may include discussion forums or other interactive areas or services, including blogs, chat rooms, bulletin boards, message boards, online hosting or storage services, or other areas or services in which you or third parties create, post or store any content, messages, comments, materials or other items on the website ("Interactive Areas"). You are solely responsible for your use of such Interactive Areas and use them at your own risk. By using any Interactive Areas, you agree not to post, upload, transmit, distribute, store, create or otherwise publish through the website any of the following:

1.9.1.1.Any message, comment, data, information, text, music, sound, photos, graphics, code or other material ("User Content") that is unlawful, libelous, defamatory, obscene, pornographic, harmful to minors, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent or otherwise objectionable;

1.9.1.2.User Content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party or that would otherwise create liability or violate any local, state, national or international law, including, without limitation, the regulations of the U.S. Securities and Exchange Commission or any rules of a securities exchange such as the New York Stock Exchange, the American Stock Exchange or the NASDAQ;

1.9.1.3.User Content that may infringe any patent, trademark, trade secret, copyright or other intellectual property or contract right of any party. By posting any User Content, you represent and warrant that you have the lawful right to transmit, distribute and reproduce such User Content;

1.9.1.4.User Content that impersonates any person or entity or otherwise misrepresents your affiliation with a person or entity;

1.9.1.5.Unsolicited promotions, political campaigning, advertising, junk mail, spam, chain letters, pyramid schemes or solicitations;

1.9.1.6.Private information of any third party, including, without limitation, addresses, phone numbers, e-mail addresses, Social Security numbers and credit card numbers;

1.9.1.7.Viruses, corrupted data or other harmful, disruptive or destructive files; and

1.9.1.8.User Content that, in the sole judgment of the E.S.P. Co., is objectionable or which restricts or inhibits any other person from using or enjoying the Interactive Areas or the Web site, or which adversely affects the availability of its resources to other users (e.g., excessive shouting, use of all capital letters, or flooding continuous posting of repetitive text), or which may expose the E.S.P. Co. or its users to any harm or liability of any type.

 

1.9.2. Further, you agree not to delete or revise any User Content posted by any third party. The E.S.P. Co. takes no responsibility and assumes no liability for any User Content posted, stored or uploaded by you or any third party, or for any loss or damage thereto, nor is the E.S.P. Co. liable for any mistakes, defamation, slander, libel, omissions, falsehoods, obscenity, pornography or profanity you may encounter. Your use of Interactive Areas is at your own risk. As a provider of interactive services, the E.S.P. Co. is not liable for any statements, representations or User Content provided by its users in any public forum, personal home page or other Interactive Area. Although the E.S.P. Co. has no obligation to screen, edit or monitor any of the User Content posted in any Interactive Area, the E.S.P. Co. reserves the right, and has absolute discretion, to remove, screen or edit any User Content posted or stored on the website at any time and for any reason without notice. You are solely responsible for creating backup copies of and replacing any User Content you post or store on the website at your sole cost and expense. Any use of the Interactive Areas or other portions of the website in violation of the foregoing violates these Terms of Use and may result in, among other things, termination or suspension of your rights to use the Interactive Areas and/or the website. You acknowledge and agree that the E.S.P. Co. may access, use or disclose any information about you or your use of this website, including without limitation any User Content to comply with the law or any legal process; protect and defend the rights or property of the E.S.P. Co. to protect the safety of our company, employees, clients or the public.

1.9.3. If you post User Content to the website, unless we indicate otherwise, you grant the E.S.P. Co. and its affiliates a non-exclusive, royalty-free, perpetual, irrevocable and fully sub-licensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display such User Content throughout the world in any media. You grant the E.S.P. Co. and its affiliates and sub-licensees the right to use the name that you submit in connection with such content, if they choose.

1.9.4. You represent and warrant that:

1.9.4.1.You own and control all of the rights to the User Content that you post or you otherwise have the right to post such User Content to the Web site.

1.9.4.2.The User Content is accurate and not misleading.

1.9.4.3.Use and posting of the User Content you supply does not violate these Terms of Use and will not violate any rights of or cause injury to any person or entity.

 

2.1.1. Digital files are provided "as is." The E.S.P. Co. makes no representation or warranty, either express or implied, included but not limited to any implied warranties of merchantability, fitness for any particular purpose, quality of image, or compatibility with any computer hardware or other equipment, operating system or software program. The E.S.P. Co. makes no representation or warranties that the use of the site will be uninterrupted or error free.

2.1.2. Despite our efforts to provide accurate information, this site may contain technical or other mistakes, inaccuracies or typographical errors. Additionally, this site and its Content may include historically and culturally important images and text that may contain subjects that reflect the social attitudes and circumstances of a particular time or location. You should be aware that your search may display results containing content that may seem inappropriate to its context, or text that could be potentially offensive. You are solely responsible for determining whether your use of any Content requires the consent of any third party or the license of any additional rights, and you should not rely solely on the information provided by the E.S.P. Co. if you are unsure whether additional third-party rights are needed for your use, you are responsible for consulting with competent rights management professionals or legal counsel.

2.1.3. The E.S.P. Co. gives no rights or warranties with respect to the use of names, trademark, logo types, registered or copyrighted designs or works of art depicted in any image, and the licensee must satisfy itself that all necessary rights, consents or permission as may be required for reproduction are secured.

 

2.2.1. Conditioned on your compliance with this agreement, the E.S.P. Co. grants you a limited personal, nontransferable, nonexclusive license to download content consisting of watermarked screen images solely for evaluating whether you wish to purchase a license to use the image according to the E.S.P. Co.’s EULA applicable to your use ("comps"). You may use comps solely for your internal evaluation and for no longer than sixty (60) days from the date of download solely to determine whether you intend to obtain a non-comp license for the content. You may not use a comp image in any final materials distributed within your company or any materials distributed outside of your company or to the public or in any online or other electronic distribution system. Except for this limited, internal testing and sample use, the E.S.P. Co. grants you no other rights. You may not copy, scan, duplicate, use in presentations, render from, televise, project, post on websites, reproduce, or make available or otherwise use in any way comps outside the scope of this agreement without permission and payment for such use.

2.2.2. Unless you have entered into a separate agreement with the E.S.P. Co., such as a EULA, any other use of the content without the E.S.P. Co.’s written permission is prohibited. Should you wish to acquire a license to use an image beyond the limitations above you must use the E.S.P. Co.’s online licensing system, or otherwise e-mail us at sales@learning-pictures.com.

 

2.3.1. Each and every reproduction of the media listed on the invoice must be accompanied by the adjacent credit line: © "Photographer" / "Source" / Learning Pictures

 

2.3.2. For any inadvertent or willful omission of the mandatory adjacent credit line the lessee shall pay an omission surcharge equal to twice the reproduction fee stated on our invoice. The publisher of a printed work, however, may elect without surcharge to display the required credit line on an acknowledgment page provided that all media in the work are so credited equally without special favor and that all picture credits are listed in page by page sequence.

2.3.3. The E.S.P. Co. identified the caption for each image to the best of its ability, but cannot be held responsible for erroneous or incomplete caption information. While the E.S.P. Co. has taken all reasonable care to ensure the correct identification of any Art depicted in any media, then save in respect of death or personal injury caused by the E.S.P. Co.'s negligence, and to the fullest extent permitted by law, no liability is accepted for loss or damage occasioned to the Client or to any third party arising from or in connection with the granting of permission to reproduce or the supply or publication of a photograph or its captions howsoever caused.

2.3.4. The Client shall not use the name "Learning Pictures" or any similar name in any manner in connection with any reproduction, except as part of the acknowledgement required as stated on the EULA.

2.3.5. No model releases or other releases exist on any images unless the existence of such release is specified in writing by the E.S.P. Co. No personal release exists for any of the media listed on the invoice. The lessee shall indemnify the E.S.P. Co against any claims arising out of the use of any media unless the existence of a release has been specifically acknowledged in writing by the E.S.P. Co. In any event, the liability of the E.S.P. Co. is strictly limited to the sum paid to the E.S.P. Co. under its invoice for the use of any particular media file.

2.3.6. The E.S.P. Co. does not make or give either expressly or impliedly any warranties that any rights to Reproduce the Paintings depicted in the Photographs have been granted nor does it purport to grant the same; nor does it warrant that no third parties own rights in the Paintings therein depicted. The copyright holder concerned must be approached and their permission must be sought by the Client. In addition, the E.S.P. Co. makes no claim or warranty with regard to the use by the Client of names, people or trademarks depicted in any Photograph nor does the E.S.P. Co. purport to grant such rights. Again the relevant rights holder must be approached and their permission must be sought by the Client. It is also entirely the responsibility of the Client that it should not use or reproduce the Photographs in any way as may result in any breach or infringement of the moral rights of any artist or his successors. In the event that any Photograph is used by or with the authority of the Client, then the Client shall indemnify the E.S.P. Co. against any loss, damage, proceedings or costs arising where such rights, releases or consents have not been obtained or where any Photograph is used in a manner which infringes the rights of a third party.

 

2.4.1. It is the responsibility of the Client to be aware of the E.S.P. Co.'s current rates, which are set out on the E.S.P. Co.’s website if applicable.

2.4.2. If any payment due by the Client to the E.S.P. Co. is not made in accordance with these Terms and Conditions, the E.S.P. Co. may charge interest on the overdue amount at 2% per month cumulative above the base rate from time to time on the outstanding balance from the due date of payment until actual payment before as well as after judgment.

2.4.3. Permission to reproduce is conditional and contingent upon payment of the fee to be notified in writing to the Client by the E.S.P. Co. in the form of an invoice, and the permission shall not commence until payment has been made by the Client and any special terms accepted. Any license granted is also strictly conditional upon full compliance by the Client with all the Terms and Conditions (including payment of fees or royalties) and any Reproduction or use of the Photographs or Reproductions outside the scope of or in breach of the terms of such License will be an infringement of copyright and other rights and the Client shall be liable to the E.S.P. Co. for all damages, costs or expenses incurred by the E.S.P. Co. in respect thereof.

2.4.4. From time to time the E.S.P. Co. may agree to a reduction on the standard reproduction fee for the use of a Photograph and may raise an invoice at this reduced rate. In such a case, the E.S.P. Co. shall have the right to withdraw such an invoice and to issue a revised invoice at full rates should the initial invoice not be settled within the allowed credit period of 45 days.

2.4.5. All sums payable under these Terms and Conditions are payable in full without any deductions whether by way of set-off, counterclaim or otherwise.

2.4.6. You may not assign or transfer this Agreement without the E.S.P. Co.'s prior written consent.

2.4.7. This Agreement and the Invoice contains all the terms of the agreement between the E.S.P. Co. and Licensee and no term or conditions may be added or deleted unless made in writing and signed by both parties.

 

2.5.1. Storage of a high-resolution image is permitted only if that image has been paid for and used as stipulated in our invoice/reproduction license. All high-resolution images that were provided for possible use but not paid for and published may be retained and stored only as low-resolution images (maximum file size 600k) for future reference.

2.5.2. The recipient and its employees and agents agree that the above terms are made pursuant to Article 2 of the Uniform Commercial Code and agree to be bound by same.

 

2.6.1. RIGHTS MANAGED: If you cancel rights granted in the invoice within seven (7) business days from the date of the invoice, you will be charged a $50 transaction fee per image. If the cancellation notice is received more than seven (7) but less than thirty (30) business days after the invoice date, a cancellation fee equal to fifty percent (50%) of the amount of the invoice will be charged. AFTER THRITY (30) DAYS, NO CANCELLATIONS WILL BE ACCEPTED AND THE FULL AMOUNT OF THE INVOICE MUST BE PAID PRIOR TO THE FOURTY-FIVE (45) DAY DUE DATE. For any cancellations, you must also pay the full service charge, production fee, processing and handling fee, and shipping fee. No license to use the image will be granted upon cancellation; all cancellations are final.

2.6.2. ROYALTY FREE: All licenses are final; no refunds or credits will be allowed.

 

2.7.1. Any use of Image(s) in a manner not expressly authorized by this Agreement or in breach of a term of this Agreement constitutes copyright infringement, entitling the E.S.P. Co. 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.

2.7.2. In addition and without prejudice to the E.S.P. Co. other remedies under this Agreement, the E.S.P. Co. reserves the right to charge in the case of misuse of an image and Licensee agrees to pay a fee equal to ten (10) times the E.S.P. Co. normal license fee for use of the Image(s).

2.7.3. The E.S.P. Co. may immediately terminate any licenses granted to you without notice if you fail to comply with any provision of this Agreement or with the EULA applicable to your use. Upon termination, you and your employer must immediately stop using the Image, delete the Image and all copies from all magnetic/digital media and destroy all other copies. The E.S.P. Co. reserves the right to discontinue the use of any Image for any reason and elect to replace the Image with an alternate Image. Upon notice of any discontinuance of the use of a particular Image, you, your employer and your client, if applicable, agree not to use the Image in the future.

2.7.4. The E.S.P. Co. may terminate the rights of users who infringe the intellectual property rights of others. If you believe that your work has been used or copied in a way that constitutes copyright infringement and such infringement is occurring on the website, send the E.S.P. Co. a notice containing:

2.7.4.1.A physical or electronic signature of the copyright owner or person authorized to act on behalf of the copyright owner.

2.7.4.2.A description of the copyrighted work or works that you claim have been infringed and identification of what material in such work(s) is claimed to be infringing.

2.7.4.3.A description of where the material that you claim is infringing is located on the site.

2.7.4.4.Information sufficient to permit the E.S.P. Co. to contact you, such as your physical address, telephone number and e-mail address.

2.7.4.5.A statement that you have a good faith belief that the use of the material you identified is not authorized by the copyright owner, its agent, or the law.

2.7.4.6.A statement by you that the information in your notice is accurate and, under penalty of perjury that you are the copyright owner or authorized to act on the copyright owner’s behalf.

2.7.4.7.The E.S.P. Co. should in the first instance be e-mailed at Info@Learning-Pictures.com.

 

3.1.1. You agree to indemnify and hold harmless the E.S.P. Co. and its Content sources, officers, directors, employees, contractors, subsidiaries, joint ventures, licensors and licensees against all claims (including, without limitation, claims by third parties), liability, damages (including punitive damages), judgments, settlements, costs and expenses, including reasonable legal fees and expenses, arising out of or related to:

3.1.1.1.Your breach of any terms, conditions or restrictions of this Agreement.

3.1.1.2.Your use or modification of any Content, or combination of any Content, with any text or other content.

3.1.1.3.The use of any content that may cause offence, opposition, misinformation or defamation of society (culture or group of people) based on race, religion, gender, disability, sexuality or any other reference to a people that might cause harm.

3.1.1.4.Your failure to obtain from third parties all permissions necessary to use the Content.

3.1.1.5.Any act or failure to act by you or any of your employees, contractors, employers, agents, clients, principals or users.

 

3.2.1. Any dispute regarding this Agreement shall be governed by the laws of the State of Illinois and applicable U.S. Federal law, including Title 17 of the U.S. Code, as amended. The parties agree to accept the exclusive jurisdiction of the state and federal courts located in Chicago, USA, regardless of conflicts of laws. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly disclaimed.

3.2.2. If Licensee is an agent for or an employee of a non-U.S. Company but operates in a place of business in the United States or its territories, he expressly agrees that any dispute regarding this contract shall be adjudicated within the United States in the manner described here. Copyright claims shall be brought in the Federal Court having jurisdiction. Licensee agrees to be subject to the jurisdiction of the Federal Court of Illinois.

 

3.3.1. Any and all disputes, with the exception of copyright claims, arising out of, under or in connection with this Agreement, including, without limitation, the validity, interpretation, performance and breach hereof, shall be settled by arbitration in Chicago pursuant to the rules of the American Arbitration Association.

3.3.2. Judgment upon the award rendered may be entered in the highest court of the forum, State or Federal, having jurisdiction. This agreement, its validity and effect, shall be interpreted under and governed by the laws of the State of Illinois.

3.3.3. The parties intend that the provisions of this Agreement be enforced to the fullest extent permitted by applicable law. Accordingly, the parties agree that if any provisions are deemed not enforceable, they shall be deemed modified to the extent necessary to make them enforceable and in such manner as comes closest to the intentions of the parties to this Agreement as is possible.

3.3.4. In any dispute between the E.S.P. Co. and you, the E.S.P. Co. shall be entitled to recover its reasonable attorneys’ fees, legal expert fees, and other legal expenses from you.

 

3.4.   Legal Notice:

3.4.1. The parties hereto confirm that it is their wish that this Agreement, as well as any other documents relating hereto, including notices, has been and shall be written in the English language.

3.4.2. This Agreement (along with the E.S.P. Co.'s Privacy Policy and the E.S.P. Co. EULA, if applicable) constitutes the entire agreement between the parties.

3.4.3. The E.S.P. Co.'s failure to exercise or enforce any of its rights under these Terms and Conditions (or otherwise) will not be deemed to be a waiver of any such rights nor will that failure operate so as to bar the exercise or enforcement of those rights at any future time.

3.4.4. This Agreement shall not be modified except by a written agreement signed by duly authorized representatives of the E.S.P. Co., provided that no purchase order or similar document issued by you shall modify this Agreement, even if signed by the E.S.P. Co. If any provision of this Agreement is found invalid or unenforceable, the remainder of this Agreement shall remain valid and enforceable according to its terms.

 

3.5.   Legal Additional:

3.5.1. The E.S.P. Co. accepts no terms or conditions inconsistent with those stated herein. These terms and those contained on the invoice of the E.S.P. Co. constitute the entire agreement between the E.S.P. Co. and the lessee. No purported alteration or waiver of the terms stated herein shall be binding on the E.S.P. Co. unless subscribed to in writing by a corporate officer of the E.S.P. Co.

3.5.2. You may not assign or transfer this Agreement without the E.S.P. Co.'s prior written consent.

Again, if you are unsure of your rights or obligations under this Agreement do not use the web site and contact the Education Stock Picture Company by e-mail at info@Learning-Pictures.com