Welcome to this deborah jaffe stock website. Following are the terms and conditions that govern your use of this site.

THESE TERMS AND CONDITIONS OF USE CONSTITUTE A LEGAL AGREEMENT BETWEEN YOU AND deborah jaffe stock, INC. ("deborah jaffe stock" "WE" OR "OUR"). PLEASE READ THIS AGREEMENT ("AGREEMENT") IN ITS ENTIRETY BEFORE YOU CONTINUE TO USE THIS WEBSITE OR DOWNLOAD ANY IMAGE. BY CHECKING THE BOX THAT INDICATES AGREEMENT TO THE FOLLOWING TERMS AND CONDITIONS AND BY USING THIS WEBSITE, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE, DO NOT CHECK THE BOX INDICATING AGREEMENT, AND DISCONTINUE USING THE SITE.

Ownership of This Website

This website is owned and operated by deborah jaffe stock. All of the content featured or displayed on this website, including, but not limited to, text, graphics, photographs images, moving images, sound, illustrations and software ("Content"), is owned by deborah jaffe stock, its licensors and its content providers.

All elements of deborah jaffe stock websites, including, but not limited to, the general design and the Content, are protected by trade dress, copyright, moral rights, trademark and other laws relating to intellectual property rights. Except as explicitly permitted under this or another agreement with deborah jaffe stock or one of its subsidiaries, no portion or element of this website or its Content may be copied or retransmitted via any means and this website, its Content and all related rights shall remain the exclusive property of deborah jaffe stock or its licensors unless otherwise expressly agreed. You shall indemnify deborah jaffe stock, its subsidiaries, its affiliates and licensors against any losses, expenses, costs or damages incurred by any or all of them as a result of your breach of the terms of this Agreement or your unauthorized use of the Content and related rights.

Trademarks
"deborah jaffe stock," is a trademark of deborah jaffe stock or its subsidiaries or its licensors or third-party content providers and are registered or pending in certain countries.

Disclaimers
THIS WEBSITE AND ITS CONTENT ARE PROVIDED "AS IS" AND deborah jaffe stock 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. deborah jaffe stock 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 deborah jaffe stock, ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION DUE TO YOUR USE OF THIS WEBSITE.

Except as specifically stated in these Terms and Conditions of Use or elsewhere on this website, or as otherwise required by applicable law, neither deborah jaffe stock 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, special, incidental, or punitive damages) arising out of your use of, your inability to use, or the performance of this website or the Content whether or not we have been advised of the possibility of such damages.

deborah jaffe stock uses reasonable efforts to ensure the accuracy, correctness and reliability of the Content, but we make no representations or warranties as to the Content's accuracy, correctness or reliability.

There may be links to other websites from the deborah jaffe stock website; however, these other websites are not controlled by deborah jaffe stock and we are not responsible for any content contained on any such website or any loss suffered by you in relation to your use of such websites. You waive any and all claims against deborah jaffe stock regarding the inclusion of links to outside websites or your use of those websites. Additionally, parties other than deborah jaffe stock provide services from this website. For example, you may obtain information regarding certain artist services through deborah jaffe stock Professional Directory. deborah jaffe stock does not evaluate or warrant the offerings or services of these parties, and does not assume any liability for the actions, product, services, or content of these parties.

Some US states and foreign countries do not permit the exclusion or limitation of implied warranties or liability for certain categories of damages. Therefore, some or all of the limitations above may not apply to you to the extent they are prohibited or superseded by state or national provisions.

Governing Law and Venue
This Agreement shall be interpreted, construed and governed by the laws of the State of California, USA, without reference to its laws relating to conflicts of law and not including the provisions of the 1980 United Nations Convention on Contracts for the International Sale of Goods. Venue for all disputes arising under this Agreement shall lie exclusively in the Superior Courts of the State of California in Los AngelesCounty. 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, deborah jaffe stock 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 in the event that, in the opinion of deborah jaffe stock, such action is necessary or desirable.

No Waiver, Severability
No action of deborah jaffe stock, other than an express written waiver or amendment, may be construed as a waiver or amendment of any of these Terms and Conditions of Use. Should any clause of these Terms and Conditions of Use be found unenforceable, wherever possible this will not affect any other clause and each will remain in full force and effect.

We reserve the right to change these Terms and Conditions of Use prices, information and available contractual license terms featured on this website without notice. These conditions set out the entire agreement between deborah jaffe stock and you relating to your use of this website.

Terms and Conditions of Use - For MediaRoom Customers Only

Following are the special terms and conditions governing the use of the stock.ekhayes.com service known as MediaRoom and further described in a separate paper contract or contracts ("MediaRoom Contract(s)"), which contract(s) must be executed between deborah jaffe stock Inc. ("deborah jaffe stock") and each individual MediaRoom customer (hereinafter, "Customer") before the service can begin. Customer THESE SPECIAL TERMS AND CONDITIONS OF USE, TOGETHER WITH THE ACCOMPANYING MEDIAROOM CONTRACT(S) APPLICABLE TO CUSTOMER, CONSTITUTE A LEGAL AGREEMENT (hereinafter, "MediaRoom Agreement") BETWEEN CUSTOMER AND deborah jaffe stock.

1. Definitions

"Aggregate Information" has the meaning set forth in Section 7.4.

"Confidential Information" means, except as otherwise specifically provided in the MediaRoom Agreement, (a) each Party's trade secrets under applicable law (including, without limitation, financial information, processes, formulas, specifications, programs, instructions, technical know-how, methods and procedures for operation, and benchmark test results); (b) any confidential or other proprietary information, whether of a technical, business or other nature that is of value to the owner of such information and is treated as confidential (including, without limitation, information about employees, customers, marketing strategies, services, business or technical plans and proposals, in any form); (c) any other information identified by a Party as "Confidential Information"; (d) any other information relating to a Party that is or should be reasonably understood to be confidential or proprietary; and (e) the terms of this MediaRoom Agreement.

"Customer Active License" means the use license governing any single Rights-Managed image licensed on the stock.ekhayes.com website by one or more Customer employees, agents or representatives on behalf of the Customer, where the license governing the image is more than 30 days from its legal expiration date(s).

"Customer Expired License" means the use license governing any single Rights-Managed Image licensed on the stock.ekhayes.com website by one or more Customer employees, agents or representatives on behalf of the Customer, where the Customer license governing the image has exceeded its expiration date by 1 to 30 days.

"Customer Expiring License" means the use license governing any single Rights-Managed image licensed on the stock.ekhayes.com website by one or more Customer employees, agents or representatives on behalf of the Customer, where the Customer license governing the image is 30 days or less from its legal expiration date.

"Customer RF License" means the use license governing any single Royalty-Free image licensed on the stock.ekhayes.com website by one or more Customer employees, agents or representatives on behalf of the Customer.

"Documentation" means the forms and templates used to collect Customer-specific verbiage and branding logo(s) for display on the Services, as well as the lists of Customer employees, partners and service providers who should be accorded access and use privileges on the Services. Documentation includes, without limitation, all of the published specifications for the Services on the date that this MediaRoom Agreement takes effect.

"Harmful Components" has the meaning set forth in Section 3.5.

"Intellectual Property Rights" means all the intellectual property, industrial and other proprietary rights, protected or protectable, under the laws of the United States, any foreign country, or any political subdivision thereof, including, without limitation, (a) all trade names, trade dress, trademarks, service marks, logos, brand names and other identifiers; (b) copyrights, moral rights (including rights of attribution and rights of integrity); (c) all trade secrets, inventions, discoveries, devices, processes, designs, techniques, ideas, know how and other confidential or proprietary information, whether or not reduced to practice; (d) all domestic and foreign patents and the registrations, applications, renewals, extensions and continuations (in whole or in part) thereof; and (e) all goodwill associated therewith and all rights and causes of action for infringement, misappropriation, misuse, dilution or unfair trade practices associated with (a) through (d) above.

"Licensed Content" means all single Rights-Managed and Royalty-Free images licensed via the stock.ekhayes.com website and potentially available for display on the Services under the terms and conditions outlined elsewhere in this MediaRoom Agreement.

"MediaRoom System" means the hardware, software, and user interfaces used by deborah jaffe stock to support and provide the Services under this MediaRoom Agreement.

"Parties" (or the singular) shall mean deborah jaffe stock, Inc. and/or the Customer.

"Services" means the deborah jaffe stock MediaRoom-branded online image management services as further described in the MediaRoom Contract.

2. Scope of Services

2.1 Licenses

2.1.1 Access to Services. Subject to the terms of this MediaRoom Agreement, and for the duration of the MediaRoom Agreement, deborah jaffe stock hereby grants to Customer a limited, non-exclusive, non-sublicensable, non-transferable license (a) to access and use the MediaRoom System solely for use of the Services in accordance with the MediaRoom Agreement and (b) to share access to the MediaRoom System with Customer advertising agencies, freelance designers, and other third parties who have a legitimate business need to access the Customer's MediaRoom System to obtain and Reproduce Licensed Content in furtherance of work done solely on behalf of Customer. In connection with such use and access, Customer and its legitimate third-party partners may download Licensed Content from the MediaRoom System. The foregoing license grant does not permit Customer to allow access to the Licensed Content to any third party who is not gaining such access specifically to perform image-related work on the Customer's behalf, except as expressly agreed by the Parties, or to otherwise store, distribute, Reproduce or use the Licensed Content in any manner which is not necessary to make use of the MediaRoom Services.

2.1.2 Licensed Content. Subject to the terms of this MediaRoom Agreement, Customer hereby grants to deborah jaffe stock a limited, non-exclusive license (a) to aggregate and display within the Customer MediaRoom all Customer RF Licenses, Customer Active Licenses, Customer Expiring Licenses and Customer Expired Licenses of those stock.ekhayes.com users designated for such treatment by Customer (hereafter, "Purchase History Contributors") and approved as appropriate by deborah jaffe stock; (b) to provide view and download access to the contents of the Services to those stock.ekhayes.com users designated for such privileges by Customer (hereafter, "Members with Access") and approved as appropriate by deborah jaffe stock; and (c) to disassociate one or more Purchase History Contributors and/or Members with Access from Services upon the written instructions of Customer or as result of a determination by deborah jaffe stock that such Purchase History Contributors and Members with Access do not have a legitimate business need to access Services.

2.2 Provisioning of Services. deborah jaffe stock shall provide the Services in accordance with the MediaRoom Contract the Documentation and the other terms of this MediaRoom Agreement.

2.3 Implementation. deborah jaffe stock shall use commercially reasonable efforts to make the Services accessible to Customer at an agreed upon date, as noted in the MediaRoom Contract. Notwithstanding the foregoing, deborah jaffe stock shall not be responsible for any delays caused by Customer (including its failure to satisfy the requirements outlined in Section 3.2) or by third parties (including but not limited to software providers, reliance on equipment suppliers, and telecommunications providers).

2.4 Security. deborah jaffe stock shall use best efforts to ensure that only Customer and its users have access to the Services and the licensing histories contained therein. Such efforts shall include but are not limited to enforcement of a business process that restricts administration of Services membership and privileges to a designated deborah jaffe stock sales contact, and the issuance and administration of login IDs and passwords for Customer's users, which Customer has an obligation to control. In no event shall deborah jaffe stock be responsible or liable to Customer or any third party for any unauthorized access to the Licensed Content housed by the Services, except for unauthorized access that results from deborah jaffe stock' gross negligence or willful misconduct.

2.5 Customer Support. deborah jaffe stock shall provide Customer access and use of the following technical support resources: (a) commercially reasonable levels of email technical support using the resources that serve the rest of the creative.stock.ekhayes.com website; and (b) Trouble-Ticket support through the assigned deborah jaffe stock sales representative or some other deborah jaffe stock employee, who will file such tickets on the Customer's behalf.

2.6 Applicable Policies. Customer and its users shall use the Services in accordance with the terms, conditions, license agreements and privacy policies set forth at <www.creative.stock.ekhayes.com> ("Site Policies"). The Site Policies are hereby incorporated by reference into this MediaRoom Agreement. Customer acknowledges and agrees that deborah jaffe stock may revise the Site Polices from time to time in its sole discretion and such revisions shall apply once deborah jaffe stock posts the revised, applicable policy. To the extent that any term or condition in the Site Policies is inconsistent with the terms and conditions of this MediaRoom Agreement, this MediaRoom Agreement shall control. Customer is responsible for ensuring that any third party or user under its control does not violate the applicable policies, including the Terms and Conditions of Use, privacy policy, and licensing terms, or the terms of this MediaRoom Agreement.

3. Obligations of Parties

3.1 Cooperation. Customer agrees that the timely and successful development and delivery of the Services requires punctual and accurate participation and good faith cooperation by Customer. Any delays primarily attributable to Customer will extend any and all deadlines for an amount of time equal to Customer's delay and shall not vary any payment due dates.

3.2 System Requirements. Customer acknowledges that certain required hardware and software set forth in the MediaRoom Contract is required for Customer to transmit, receive, and process Licensed Content and to otherwise access and properly use the Services. Customer shall obtain, install, operate and maintain at its expense all such System Requirements. Customer also shall be responsible to provide all necessary transmission capacity and connectivity to access the Services.

3.3 Use Restrictions.

3.3.1 No Unauthorized Access. Customer is fully responsible and liable for all unauthorized access permitted by Customer or its users, including but not limited to any failure by the Customer to provide fifteen (15) business days' written notice to its designated deborah jaffe stock sales representative that certain Services users should have their access disabled and/or their purchase history contribution discontinued on the MediaRoom System. Customer agrees to make best efforts to notify deborah jaffe stock immediately of any Services user whose access and/or future purchase history should be discontinued, and to immediately notify deborah jaffe stock of any unauthorized use of any password or any other breach of security known to Customer.

3.3.2 Internal Use Only. The Services shall be made available to Customer solely for Customer's internal use, including Customer's parent company, subsidiaries, affiliates and business partners, so long as such uses are for the Services as outlined in this MediaRoom Agreement. Customer may not make the Services generally available to the public or to any third parties without the prior written approval and agreement of deborah jaffe stock.

3.4 Compliance with Laws. In its performance of this MediaRoom Agreement, provision and use of the Services, both Parties shall comply with all applicable laws, rules, and regulations having jurisdiction.

3.5 No Harmful Components. Neither Customer nor Customer's users shall knowingly use, post, transmit or introduce any device, software or routine which interferes or attempts to interfere with the Service (including the MediaRoom System), including, but not limited to, any virus, cancelbot, worm, denial of service routines, Trojan horse or any other contaminating or destructive feature (collectively, "Harmful Components").

3.6 Licensed Content; Rights Clearance. As between deborah jaffe stock and Customer, Customer shall be solely responsible for accessing, distributing, monitoring the licensed use of and otherwise controlling the user of all Licensed Content by its employees, representatives, agents, and business partners, and for any legal liability arising out of or relating to Customer's failure to so control all Licensed Content. Customer shall also be solely responsible for ensuring that Customer, its subsidiaries, affiliates, and business partners have adequate rights and licenses for the use and Reproduction of the Licensed Content displayed within the Services. deborah jaffe stock reserves the right to remove or otherwise restrict access to any Licensed Content that (a) deborah jaffe stock has a reasonable basis to believe is unlawful or gives rise to any legal liability or (b) is culled from the creative.stock.ekhayes.com website for legal or business reasons. For any Customer Licensed Content that is so culled, deborah jaffe stock will make commercially reasonable efforts to either (a) manually supply Customer with a digital copy of the culled image or to (b) credit Customer's account for the cost of the culled image and provide a reasonable substitute. deborah jaffe stock shall have sole discretion as to which remedy it shall provide.

4. Payment Terms

4.1 Fees. Customer agrees to pay to deborah jaffe stock the "Fees" at such times and in such amounts as set forth in the MediaRoom Contract. Notwithstanding anything to the contrary, all Set-up Fees are non-refundable. Excepting the circumstances described in Section 5.3, all monthly fees for the contract period then in force, up to a maximum of twelve (12) months, shall be non-refundable. All payments will be made in one of the currencies supported by the creative.stock.ekhayes.com website, without offset, deductions or other withholdings not expressly agreed to by deborah jaffe stock. Unless otherwise specified, all Fees shall be due within thirty (30) days of the date of deborah jaffe stock' invoice ("Payment Date").

4.2 Failure of Payment. In addition to other remedies available to deborah jaffe stock, failure of Customer to pay any Fees fully within 15 days of the Payment Date shall be deemed a material breach of this MediaRoom Agreement, justifying suspension of Customer's access to the Services. Any such suspension does not relieve Customer from paying any past due, current or future Fees, except as set forth in Paragraph 5.3. deborah jaffe stock shall provide fifteen (15) business days' written notice of such suspension to Customer in order to afford Customer the time to access and download any Licensed Content for which it has already paid.

4.3 Own Costs. Except as expressly provided in this MediaRoom Agreement, each Party will be responsible for all costs, expenses, or losses incurred by it in connection with the negotiation, execution and performance of this MediaRoom Agreement.

4.4 Taxes. The Fees provided for in this Section 4 do not include any applicable duties, taxes, fees or other amounts assessed or imposed by any governmental authority. Customer will pay or reimburse deborah jaffe stock for all such amounts, provided deborah jaffe stock provides Customer with original statements, certificates and/or receipts documenting the assessment, imposition, collection and/or payment of any such duties, taxes, fees or other amounts.

5. Term and Termination

5.1 Term. This MediaRoom Agreement shall continue in full force for the period identified as the Term in the Customer's MediaRoom Contract(s), or as subsequently identified and agreed to by the Parties in work-orders signed by an authorized representative of both Parties.

5.2 Termination for Cause. Either Party may terminate the MediaRoom Agreement at any time if such Party has notified the other in writing of a material breach of this MediaRoom Agreement, and, where such breach is capable of being cured, the other Party has failed to cure such breach within thirty (30) days.

5.3 Termination for Other Reasons. deborah jaffe stock may terminate the MediaRoom Agreement at any time without cause if deborah jaffe stock has provided Customer with ninety (90) days' advance written notification that it has made the business decision to discontinue the Services for all customers.

5.4 Effect of Termination. In no less than fifteen (15) business days after the termination or expiration of this MediaRoom Agreement, deborah jaffe stock shall permanently delete the Customer's assets from the MediaRoom. Customer must facilitate any necessary and permissible downloads or transfers of assets during that timeframe. deborah jaffe stock is under no obligation to provide any further assistance to Customer in retrieving Customer's Licensed Content from deborah jaffe stock servers. The following provisions shall survive the termination or expiration of this MediaRoom Agreement and continue in full force and effect in accordance with their terms: Sections 2.4, 5.4, and 6 through 11.

6. Proprietary Rights

6.1 deborah jaffe stock Reservation. deborah jaffe stock reserves any rights not expressly granted to Customer in this MediaRoom Agreement and documents executed with Customer in connection with this MediaRoom Agreement. Any use of the Services and MediaRoom System not expressly authorized by this MediaRoom Agreement is strictly prohibited and will constitute a breach of this MediaRoom Agreement and infringement or misappropriation of deborah jaffe stock' (and its suppliers') Intellectual Property Rights. deborah jaffe stock shall have and retain all right, title and interest, and Intellectual Property Rights (including any derivative rights) in and to, the Services, the MediaRoom System, and all materials utilized or developed by deborah jaffe stock in connection with this MediaRoom Agreement.

6.2 Customer Reservation. Customer reserves any rights not expressly granted to deborah jaffe stock in this MediaRoom Agreement. Subject to the licenses granted in the MediaRoom Agreement and in license restrictions attached to the Licensed Content itself, Customer shall have and retain all right, title and interest, including any and all Intellectual Property Rights, in and to the Licensed Content, and no Intellectual Property Right, other rights or interest therein shall vest in or be transferred to deborah jaffe stock.

6.3 New Royalty-Free End User License Agreement. Irrespective of the date they were first licensed, all Customer Royalty-Free images displayed in the Services will be governed by the deborah jaffe stock RF End User License Agreement (EULA) issued in October 2002. This new EULA relaxes the restriction on seat licenses from "no more than 10 people with Customer can access" to "no more than 10 people with Customer can use" a given Royalty-Free image, and in the pertinent sections reads as follows:

Number of Users / Seat License. Licensee may create a digital library, network configuration, or similar arrangement to allow the Digital Media to be viewed by employees, partners and clients of Licensee, but under no circumstance may more than 10 employees of Licensee use the Digital Media. Licensee must purchase a separate seat license from Licensor for each additional individual user, before such additional use begins. Contact deborah jaffe stock to negotiate an applicable seat license.

7. Confidentiality

7.1 General. Each Party shall keep confidential and not disclose to any third party or use for its own benefit, except as expressly permitted herein, or for the benefit of any third party, any Confidential Information of the other Party disclosed to or received by the Party. Each Party agrees to secure and protect the Confidential Information of the other Party in the same manner as it would secure and protect its own Confidential Information and agrees to take appropriate action by instruction or agreement with its employees, representatives or other agents who are permitted access to the other Party's Confidential Information to satisfy its obligations hereunder. Each Party shall cooperate with and assist the other in identifying and preventing the unauthorized use, copying or disclosure of all Confidential Information. Without limiting the foregoing, (a) a Party will disclose the other Party's Confidential Information only to those of its employees, representatives or other agents who have a need to know the same for the purposes expressly permitted herein; (b) a Party will not copy or authorize the copying of any such Confidential Information, except as required for the purposes expressly permitted herein or otherwise authorized by the other Party in writing; and (c) any copy of any such Confidential Information that is made or authorized by a Party will contain all copyright, confidentiality or other proprietary notices contained on or in such Confidential Information as delivered by the other Party.

7.2 Limitation. The obligations set forth in Section 7.1 do not apply if and to the extent the Party receiving Confidential Information ("Receiving Party") establishes by legally sufficient evidence that: (a) the information disclosed to the Receiving Party was already rightfully known to the Receiving Party, without obligation to keep it confidential; (b) the Receiving Party received the information in good faith from a third party lawfully in possession thereof without obligation to keep such information confidential; (c) the information was publicly known at the time of its receipt by the Receiving Party or has become publicly known other than by a breach of this MediaRoom Agreement; (d) the information is independently developed by the Receiving Party without use of the other Party's Confidential Information; or (e) the information is required to be disclosed by applicable statute or regulation or by judicial or administrative process; provided that, in the case of (a) through (e) above, such circumstances are demonstrated with written evidence thereof and that, in the case of (e) above, the Receiving Party will use reasonable efforts under the circumstances to notify the other Party of such requirements so as to provide such Party the opportunity to obtain such protective orders or other relief as the compelling court or other entity may grant.

7.3 deborah jaffe stock' Right to Injunctive Relief. Customer acknowledges that deborah jaffe stock treats all of the MediaRoom System as deborah jaffe stock' Confidential Information. Customer agrees to conform to this treatment and to protect and preserve the Service from unauthorized use or disclosure. Customer acknowledges that unauthorized disclosure or use of the Service could cause irreparable harm to deborah jaffe stock for which monetary damages may be difficult to ascertain. Customer agrees that deborah jaffe stock shall have the right, in addition to its other rights and remedies, to seek and obtain injunctive relief for or to prevent such unauthorized disclosure or uses, and/or to limit any improper benefits derived therefrom, without the necessity of posting a bond or other security.

7.4 Usage Data. deborah jaffe stock shall keep confidential all information and data regarding Customer's use of Licensed Content ("Usage Data") in accordance with this Section 7, excepting any such Usage Data that may be disclosed through Customer's own request to admit non-Customer employees to a Customer MediaRoom. Notwithstanding the foregoing, deborah jaffe stock may use, store, copy, compile and disclose to any third party any Usage Data that is not capable of individually identifying or being associated with any Customer or any of Customer's users ("Aggregate Information").

8. Disclaimer of Warranties

Both Parties warrant that they have the necessary power and authority to enter into and perform their respective obligations pursuant to this MediaRoom Agreement. EXCEPT AS EXPRESSLY STATED IN THIS MEDIAROOM AGREEMENT, ANY AND ALL SERVICES, SOFTWARE TOOLS, AND DOCUMENTATION OR OTHER MATERIALS PROVIDED BY deborah jaffe stock PURSUANT TO THIS MEDIAROOM AGREEMENT ARE PROVIDED "AS IS" WITHOUT ANY ADDITIONAL WARRANTY OF ANY KIND. deborah jaffe stock SPECIFICALLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, AND CONDITIONS WHETHER EXPRESS OR IMPLIED, ARISING BY STATUTE, OPERATION OF LAW, USAGE OF TRADE, COURSE OF DEALING, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO, WARRANTIES OR CONDITIONS OF SATISFACTORY QUALITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE SERVICES, THE SOFTWARE TOOLS AND DOCUMENTATION.

9. Limitation of Liability

9.1 General Limitation. EXCEPT FOR LIABILITIES ARISING FROM SECTION 10 ("INDEMNIFICATION") OR A PARTY'S WILLFUL OR WANTON MISCONDUCT, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR (1) ANY GENERAL, SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES; OR (2) ANY DAMAGES RESULTING FROM LOSS OF USE, LOSS OF DATA, LOSS OF BUSINESS OR LOSS OF PROFITS, ARISING OUT OF OR IN CONNECTION WITH THIS MEDIAROOM AGREEMENT, OR THE USE OR PERFORMANCE OF THE SERVICES, WHETHER IN AN ACTION BASED IN CONTRACT, TORT, OR BY OPERATION OF LAW, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.2 Liability Cap. EXCEPT FOR LIABILITIES ARISING FROM SECTION 10 ("INDEMNIFICATION") OR A PARTY'S WILLFUL OR WANTON MISCONDUCT, IN NO EVENT SHALL EITHER PARTY'S LIABILITY TO THE OTHER PARTY ARISING OUT OF OR RELATING TO THIS MEDIAROOM AGREEMENT EXCEED TWO TIMES THE TOTAL AMOUNTS PAID BY CUSTOMER TO deborah jaffe stock UNDER THIS MEDIAROOM AGREEMENT.

10. Indemnification

Each Party from whom indemnification is sought shall hold harmless, defend and indemnify the other Party and its affiliates (and their respective employees, directors and representatives) against any and all third-party claims, actions, proceedings, and suits and all related liabilities, damages, settlements, penalties, fines, costs or expenses (including, without limitation, reasonable attorneys' fees and other litigation expenses) incurred by the party to this MediaRoom Agreement seeking indemnification, arising out of or relating to (a) any breach or alleged breach of any representations, warranties or obligations of a Party, (b) any actual infringement of any third-party Intellectual Property Rights by a Party, and (c) any gross negligence or willful misconduct by a Party, its agents, subcontractors, employees or former employees.

11. General Provisions

11.1 Force Majeure. Neither Party shall be responsible for any delay or failure in performance of any part of this MediaRoom Agreement to the extent such delay or failure is caused by (a) fire, flood, explosion, earthquake, war, act of terrorism, organized union or third-party labor dispute, embargo, governmental action or failure to act, the act of any civil or military authority, act of God, inability to secure materials, (b) acts or omissions of telecommunication carriers, power or telecommunications outages, (c) any unlawful or malicious acts of any third party, including, without limitation, denial of service attacks and Harmful Components, or (d) any other causes beyond its reasonable control, whether or not similar to the foregoing.

11.2 Severability. If any provision of this MediaRoom Agreement is held to be invalid, the other provisions will not be affected to the greatest extent possible consistent with the Parties' intent.

11.3 Section Headings; Exhibits. The section and subsection headings used herein are for reference and convenience only, and shall not enter into the interpretation hereof. The exhibits referred to herein and attached hereto, including all Work Statements issued hereunder from time to time, are incorporated herein to the same extent as set forth in full herein.

11.4 No Waiver; Amendments. The failure of a Party to insist upon or enforce strict performance of any of the provisions of this MediaRoom Agreement or to exercise any of its rights or remedies under this MediaRoom Agreement will not be construed as a waiver or relinquishment to any extent of such Party's rights to assert or rely upon such provision, right, or remedy in that or any other instance; rather the same will be and remain in full force and effect unless a waiver is made in writing and executed by the Party. Any term of this MediaRoom Agreement may be amended and the observance of any term may be waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of authorized representatives of both Parties.

11.5 Notice. Unless otherwise provided, any notice under this MediaRoom Agreement shall be given in writing and shall be deemed effectively given (a) upon personal delivery to the Party to be notified, (b) upon confirmation of receipt by fax by the Party to be notified, or (c) one business day after deposit within the United States with a reputable overnight courier, prepaid for overnight delivery.

11.6 Governing Law. This MediaRoom Agreement shall be governed by and construed in accordance with the laws of the State of Washington, USA, without regard to conflicts of law principles. The Parties agree that any conflict related to or arising out of this MediaRoom Agreement will be submitted to binding arbitration under the then in force rules of the American Arbitration Association, utilizing a single arbitrator. Any such arbitration shall be held in Seattle, WA, USA.

11.7 Successors and Assigns. Neither Party may transfer or assign this MediaRoom Agreement nor their obligation as outlined in this MediaRoom Agreement without the prior written consent of the other Party.

11.8 Announcements. The language and timing of any press release or statement regarding the Parties' MediaRoom Agreement or relationship must be approved in writing, in advance by both Parties.

11.9 Advice of Legal Counsel. Each Party acknowledges and represents that, in executing this MediaRoom Agreement, it has had the opportunity to seek advice as to its legal rights from legal counsel and that the person signing on its behalf has read and understood all of the terms and provisions of this MediaRoom Agreement. This MediaRoom Agreement shall not be construed against any Party by reason of the drafting or preparation thereof.

11.10 Counterparts. This MediaRoom Agreement may be executed in several counterparts, all of which taken together shall constitute one single MediaRoom Agreement between the Parties.

11.11 Equivalent Products. deborah jaffe stock shall have the right to substitute alternate products and services of equivalent quality for all those brand-name products and services that may be named as components of the Services in either this MediaRoom Agreement or the MediaRoom Contract.

11.12 Entire Agreement. This MediaRoom Agreement and the exhibits hereto constitute the entire agreement between the Parties. No change, waiver or discharge hereof shall be valid unless it is in writing and is executed by the Party against whom such change, waiver, or discharge is sought to be enforced.