SITE USAGE AGREEMENT

This Agreement governs your access to moodboard.com (the "Site") which is operated by Mike Watson Images trading as moodboard.

Access and use of the Site are provided by moodboard to you on condition that you accept the terms and conditions of this Agreement and by accessing or using the Site, you agree to the terms and conditions of this Agreement. In addition you will be required to accept moodboard's separate End User Licence Agreement terms before you can purchase any content from the Site. You should also read moodboard's Privacy Policy which describes how moodboard uses information that is given to it through use of the Site.

moodboard reserves the right to change or modify all or any part of this Agreement, the End User Licence Agreement and Privacy Policy at any time, effective immediately upon notice published on the Site. If you continue to use the Site after such notice you will be deemed to have accepted such changes.

If you do not agree to accept and abide by this Agreement, or if you do not accept any changes made to it, the End User Licence Agreement or the Privacy Policy by moodboard, you should not access or use the Site.

Once an image is downloaded refunds are not available. Any refunds are at the discretion of moodboard.com and requests must be made within seven days of purchase.

Pricing is assigned on a per asset basis and displayed on the screen for the user.

Download Credits

Download credits can be purchased from the Credit Purchase Page within the Site. Credits can be purchased online with VISA, MasterCard, AMEX, PayPal, or with cheque or money order by mail.

The price of credits purchased through the Site will be the price specified in the Site at the time of your purchase. Upon presentation of credit card information the purchaser warrants that he/she is the cardholder and that the billing information provided is accurate. By approving the purchase of the product, you authorize moodboard to charge the designated credit card, or PayPal account, for the total amount of the purchase.

Use of The Content

You acknowledge that the Site contains or may contain information, software, photographs, illustrations, audio or video files, data files and other material (collectively, the "Content") which is protected by copyright, trademark or other proprietary rights of moodboard and its affiliates or other third parties (including other members of the Site).

You may not modify, copy, publish, sell, reproduce or in any way exploit any of the Content, in whole or in part, except as otherwise expressly permitted in this Agreement and moodboard's End User Licence Agreement which you will be required to enter into before any of the Content may be downloaded.

You are not permitted any resale or commercial use of the Site or any of its Content; any collection and use of any product listings, descriptions, or prices; any derivative use of the Site or any of its Content; any downloading or copying of account information for the benefit of another company; or any use of data mining, robots, or similar data gathering and extraction tools, and you must not attempt to do any of these things.

You may not link to the Site or any part of it, frame or use framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) without moodboard's express written consent. You may not use any meta tags or any other "hidden text" utilizing moodboard's names or trademarks or those of the owners of the Content without moodboard's express written consent.

Content may only be posted to the Site by entering into and complying with the terms of moodboard's Artist Contract.

Passwords

You acknowledge and agree that the user identification provided by moodboard to you so that you may access and utilize the Site (your “Username”), and the password selected by and used by you in conjunction with your Username are to be kept secret and confidential. You agree that you will not disclose your Username or password to any other party without the express written permission of moodboard.

You acknowledge and agree that you will be responsible for each and every access to or use of the Site that occurs in conjunction with your Username and password, and that moodboard is authorized to accept your Username and password as conclusive evidence that you have accessed or utilized the Site. You acknowledge that such password(s) are unique to you and that, although moodboard does have the ability to require password(s) to meet certain requirements (such as a minimum or maximum number of characters) and to reset such password(s), moodboard does not have the ability to access the password(s) itself.

Rules of Conduct

You agree that you will not use the Site for any purpose that is unlawful, which is not permitted by this Agreement or in any way that causes, or is likely to cause, the Site or access to it to be interrupted, damaged or impaired in any way.

You also agree that you must not use the Site or any Content you are otherwise permitted to use for any of the following:

• for fraudulent purposes, or in connection with a criminal offence or other unlawful activity; to send, use or reuse any material that is illegal, offensive, abusive, indecent, defamatory, obscene or menacing; or in breach of copyright, trademark, confidence, privacy or any other right, or is otherwise injurious to third parties, or objectionable, or which consists of or contains software viruses, political campaigning, commercial solicitation, chain letters, mass mailings or any "spam" to cause annoyance, inconvenience or needless anxiety.

You acknowledge that the blog featured on the Site and known as the “Factory” is public and not for private communication. All communication must be in English. Further, you acknowledge that no communication of a third party or of the Content is endorsed by moodboard and no communication of a third party or of the Content may be considered reviewed, screened or approved by moodboard. moodboard reserves the right for any reason to remove without notice any communication, Content or other material posted to the Site.

You also agree not to use the Site in any manner that could interfere with any other party's use and enjoyment of the Site and not to attempt to gain unauthorized access to any other moodboard user accounts, computer systems or networks associated with the Site. You also agree not to obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Site.

Managing The Content

You acknowledge that moodboard does not and cannot review all communications or Content uploaded to the Site and is not responsible for such Content or communications. Notwithstanding the foregoing, moodboard reserves the right to delete, move or edit any communication or Content that it determines may violate this Agreement or is otherwise unacceptable. You will remain solely responsible for all communications made or Content uploaded under your Username. moodboard shall have the right but not the obligation to correct any errors or omissions in any Content, in its sole discretion. You acknowledge that any screening of Content performed by moodboard is carried out as a courtesy only.

moodboard respects the intellectual property of others, and users of the Site are asked to do the same. If you believe that your work has been copied in an unauthorized manner, or your intellectual property rights have been otherwise infringed, please notify moodboard of such infringement.

Confidential Information

You acknowledge that any Confidential Information (defined below) which you obtain through entering into this Agreement or use of the Site constitutes valuable, confidential, proprietary information of moodboard, its licensors or users of the Site, and you agree that you will not at any time, without the express written consent of moodboard, use or disclose to any other person any Confidential Information, except as specifically authorized under this Agreement or as required by applicable law.

For the purposes of this Agreement, “Confidential Information” means any information or materials relating to the business or affairs of moodboard or its affiliates, licensors, licensees, or other users of the Site that is designated as confidential or ought reasonably to be considered confidential, including but not limited to: their business operations, products, designs, account details, finances or clients.

Indemnity

You agree to indemnify and hold moodboard and its affiliates harmless from and against any and all claims, liability, losses, costs and expenses (including reasonable legal fees) incurred in connection with any breach by you (or any one acting on your behalf or under your Username) of this Agreement. moodboard reserves the right, at your expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with moodboard's defense of such claim.

Access and Availability

moodboard reserves the right to restrict, suspend or terminate your right to access the Site at any time for any reason without prior notice or liability. moodboard may change, suspend or discontinue all or any aspect of the Site at any time, including the availability of any feature, database, or, without prior notice or liability.

moodboard may also terminate or suspend your access to the Site for inactivity, where you have not accessed the Site for an extended period of time, as reasonably determined by moodboard.

Upon termination of your access to the membership portions of the Site, you agree to forfeit all download credits remaining in your account.

LIABILITY

MOODBOARD DOES ITS BEST TO ENSURE THE SITE IS ACCURATE AND UP TO DATE BUT EXCLUDES TO THE GREATEST EXTENT POSSIBLE UNDER APPLICABLE LAW ANY WARRANTY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE.

Except as specifically stated in this Agreement or elsewhere on the Site, or as otherwise required by applicable law, neither moodboard or 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 the Site or the Content whether or not moodboard has been advised of the possibility of such damages.

If links to other sites are given on this Site moodboard does not control those third party sites and is not responsible for their content.

Some countries’ local laws 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 applicable legal provisions.

Applicable law

The Site is controlled and operated by moodboard from the United Kingdom. Your use of the Site, and this Agreement, will be governed by, and interpreted in accordance with, English Law. You accept and irrevocably submit to the non-exclusive jurisdiction of the English courts. If any part of this agreement is found void and unenforceable, that shall not affect the validity of the balance of the Agreement, which shall remain valid and enforceable according to its terms.

moodboard’s failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right.

Contact

If you have concerns relating to the Site or this Agreement, please contact moodboard at information@moodboard.com or via telephone on +4420 7469 6990.

Changes

We reserve the right to change these terms, prices, information and our License and Privacy Policy without notice.

© moodboard 2008. All rights reserved. moodboard and its logo are trademarks of Mike Watson Images Ltd.

Mike Watson Images Ltd General October 2008