TERMS AND CONDITIONS Watermarks are imperceptible digital identifiers embedded in images using Digimarc Corporation ("Digimarc") products. With this License type, the watermarks carry a Digimarc ID, which links through the on-line service ("Digimarc Registry") that Digimarc maintains, to a Web site ("Digimarc ID Destination"), identified by a URL provided by the watermark owner ("Licensee"). Licensee wishes to obtain a Digimarc Registry License, and form part of the Digimarc Registry. Digimarc will include Licensee in Digimarc Registry under the terms of this Digimarc Registry License Agreement ("Agreement") 1. Digimarc Registry Services Digimarc Registry will be available for on-line access by third parties via the World Wide Web. Third parties who seek information about Licensee's watermark will be redirected to the Digimarc ID Destination, according to the instructions of Licensee and the License type. Proper on-line requests will be satisfied by immediate redirection. 2. License Licensee will be registered in the Digimarc Registry, and the License will commence as soon as is reasonable after the on-line sign-up has been completed and proper credit card information has been provided. Digimarc may change the License fee, offer promotions, and/or terminate promotions without prior notice to Licensee or other potential customers. 2.1 One Year Term - Renewals. Unless otherwise specified, the License term will be one year, and must be renewed by payment of the License fee, if applicable, prior to the lapse of the period to guarantee continuation of Digimarc Registry services to Licensee. Licensee must maintain a valid e-mail address with Digimarc to receive renewal notices. If Licensee fails to renew the License, the Digimarc ID may be converted, at Digimarc's option, to inactive status. 2.2 Payment. If applicable, payment for the License may be made by telephone credit card purchase. Payment may also be made by transmission of credit card information to Digimarc via the Internet, subject to Licensee assuming the transmission risk described in Section 7.2. 3. Contact Details The Contact Details will consist of the information that Licensee files with the Digimarc Registry by submitting the Contact Details form. The Contact Details may include the Licensee's name, address, phone number, e-mail address, and such other reasonable information including, without limitation, copyright information. 3.1 Digimarc ID. Upon submission of Details and valid payment, if applicable, Digimarc will issue to Licensee a Digimarc ID that is linked to a Digimarc ID Destination, specified in the Contact Details or parts thereof. Digimarc authorizes Licensee to embed this Digimarc ID in images for the purpose of linking those images to the Digimarc ID Destination. Licensee agrees that the Digimarc ID will not be used inappropriately, including to falsely represent image ownership or copyrights. 3.2 Changes. Licensee may change its Details as often desired, provided such changes are made electronically via the Internet. Licensee may change Contact Details through the Digimarc Web site. 3.3 Content, Ownership. Licensee represents that (i) the Details are accurate and not misleading, (ii) Licensee owns exclusive title or has appropriate licenses to the Contact Details, (iii) Licensee may use the Contact Details and associate it with Licensee, and (iv) that Licensee has full power and authority to allow Digimarc to use the Contact Details in the Digimarc Registry as provided herein. 4. Watermarking Images Licensee is solely responsible for watermarking Licensee's images at its expense and keeping an inventory of watermarked images. Watermarking products and technology will be available to Licensee from Digimarc or one of Digimarc's OEM customer's under a different agreement. 5. Termination 5.1 Term and Early Termination. This Agreement and all Digimarc Registry services will cease at the conclusion of the License period defined in Section 2.1, unless the License is renewed as provided in that section. Digimarc may also terminate License at any time at its sole discretion, and, except in the case of material breach by Licensee, shall refund to Licensee the prorated License fee paid for the period during which Digimarc will not provide Digimarc Registry services. Such refund will be Licensee's only remedy for early termination. 5.2 Digimarc IDs after Termination. To minimize the possibility that the Details associated with a Digimarc ID and with ownership notices included in those Contact Details become associated with another Licensee after termination of this Agreement, Digimarc will make commercially reasonable efforts not to reassign the Digimarc ID associated with Licensee. 6. Indemnity for Infringement Licensee is and will remain solely responsible for the information contained in the Details. Licensee will indemnify and hold Digimarc harmless against any claims, losses, liability, and any other expenses, including attorney's fees, in relation to any allegation that Digimarc's actions hereunder, including without limitation the disclosure of the Contact Details to requesting parties, infringes the intellectual property rights of others. Digimarc will give prompt notice of any such claim or demand to Licensee and allow Licensee to defend such claim or demand. This section states Digimarc's only liability to Licensee for copyright or trade secret infringement. 7. Satisfaction Guarantee and Liability Limitations 7.1 30-day Full Refund Guarantee. Digimarc will give Licensee a full refund of License fees, if any, if Licensee gives Digimarc written notice of its desire to cancel this Agreement within 30-days of the commencement of the License. 7.2 Disclaimer. The above refund guarantee is the only guarantee offered by Digimarc. EXCEPT FOR THE REFUND GUARANTEE SET FORTH IN SECTION 7.1, DIGIMARC DOES NOT WARRANT THE SERVICES PROVIDED HEREUNDER AND DISCLAIMS ANY OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OF FITNESS FOR A PARTICULAR PURPOSE. IN RELATION TO REGISTRATION PAYMENTS VIA THE INTERNET, DIGIMARC WILL MAKE COMMERCIALLY REASONABLE EFFORTS TO PROVIDE A SECURE PATH FOR TRANSMISSION OF CREDIT CARD INFORMATION VIA THE INTERNET, BUT LICENSEE UNDERSTANDS THAT CURRENT TECHNOLOGY DOES NOT ALLOW FOR COMPLETE TRANSMISSION SECURITY, AND ASSUMES THE RISK THAT THE TRANSMISSION OF SUCH DATA MAY BE INTERCEPTED BY THIRD PARTIES. 7.3 Liability Limitations. Digimarc will not be liable for any damages arising from loss of data or use, lost profits, interruption of business, or any other incidental, indirect, special, or consequential damages. In no event will Digimarc's liability to Licensee exceed the total amount paid to Digimarc for the services provided under this Agreement. 8. General Provisions. 8.1 Notices. All notices shall be given in hard copy writing at the address designated in Details, as maintained by Licensee, and are effective when received by the intended recipient. 8.2 Electronic Execution. Due to the electronic and on-line nature of the Digimarc Registry, parties agree that in the case of on-line License, this Agreement is considered fully executed as a result of Licensee having (i) selected the "I Accept" button after display of this Agreement within Digimarc Registry, (ii) submitted Details, and (iii) been given a Digimarc ID. 8.3 Choice of Law, Attorney's Fees. The laws of the State of Oregon and of the United States of America (exclusive of choice-of-law rules) govern this Agreement. In any action concerning this Agreement, the losing party will pay the prevailing party's attorney's fees, at trial or on appeal. Jurisdiction over disputes shall be vested exclusively in the state or federal courts located in Portland, Oregon. 8.4 Patents. Digimarc’s watermarking technology presented through this subscription agreement is covered by one or more of the Digimarc patents listed on Digimarc’s web site (www.digimarc.com). 9. Complete Agreement. This Agreement and the Details form complete the agreement between the parties as to its subject matter, and supersedes all earlier agreements or discussions. It may be modified only in writing signed by both parties.