The following Terms and Conditions govern your use of Abaca USA Material. "Abaca USA Material" means any content supplied to you by Abaca USA including without limitation: (a) the website with the address www.abacasusa.com and the content appearing on the website other than the Images including, but not limited to, text, graphics, sound, illustrations, logos, icons, software and the Abaca USA name (the "Website"); (b) the photographs and images appearing on the Website or otherwise supplied to you by Abaca USA (the "Images"); (c) the footage and moving images appearing on the Website or otherwise supplied to you by Abaca USA (the "Footage") and (d) the features that each comprise a text story with accompanying Image(s) and/or Footage appearing on the Website or otherwise supplied to you by Abaca USA (the "Features"). The Terms and Conditions contain warranty and liability disclaimers. This Site is not intended for use by children under the age of 18 without the supervision of a parent or guardian.

BY ACCESSING THIS SITE, YOU SIGNIFY THAT YOU : (I) HAVE READ AND UNDERSTAND THESE TERMS AND CONDITIONS, AND (II) AGREE TO ABIDE BY THESE TERMS AND CONDITIONS, AS MAY BE AMENDED FROM TIME TO TIME, EACH TIME YOU ACCESS THE WEBSITE AND/OR OTHERWISE USE THE ABACA USA MATERIAL. IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS, DO NOT USE THE ABACA USA MATERIAL.

1. Ownership of the Abaca USA Material

1. The Website is owned and operated by Abaca US, Inc., a New York corporation ("Abaca USA").

2. The Images, Footage and Features are owned by Abaca USA or its licensors.

3. The Abaca USA Material and all related rights shall remain the exclusive property of Abaca USA and its licensors.

2. Use of the Abaca USA Material

1. Abaca USA grants to you a personal, non-exclusive, non-assignable and non-transferable right to use the Website on a single computer and to use the Website and other Abaca USA Material solely as permitted under these Terms and Conditions, and if applicable any License entered into with Abaca USA. You may not make any unauthorized or commercial use of any Abaca USA Material, including the Website, and you may not engage in any conduct or action that is prohibited by or violates any federal, state or local laws. You may not publish, reproduce (which includes placing on an electronic bulletin board, corporate intranet or the Internet), display in public, create derivatives works from, communicate to the public, license, transfer sell, commercially exploit or otherwise distribute or redistribute any Image or Footage or Feature without the express written permission to do so (in writing or by email) from Abaca USA (a "License").

2. Unless expressly agreed otherwise with Abaca USA in writing, you may not frame or modify all or any part of the Website.

3. If you have been supplied with a Website username and password by Abaca USA, you must not disclose your username or password to any third party. Any misuse by you of your username and password may result in your access to the Abaca USA Material being terminated. You will be responsible for all Images, Footage and Features downloaded using your username and password including for all payment due in respect of such Images, Footage and Features.

3. General restrictions on grant of rights in Licenses

1. Any License granted to you by Abaca USA will be subject to these Terms and Conditions as well as the terms set out in a License. Unless expressly agreed otherwise by Abaca USA in writing, these Terms and Conditions shall prevail in the event of any conflict between them and any other terms in a License and will supersede any Terms and Conditions provided by you.

2. A License granted to you by Abaca USA is limited to the publication, platform and/or service in which the Images and/or Footage and/or Features may be used as set out in the License (the "Customer's Service"), the period of time during which the Images and/or Footage and/or Features may be used in the Customer's Service (if specified), the territory in which the Images and/or Footage and/or Features may be published (if specified), fees or charges to be paid for use of the Images and/or Footage and/or Features, and any other restrictions set out in the License.

3. Abaca USA may at its sole discretion update and/or modify the delivery format or delivery method of the Images and/or Footage and/or Features at any time so as to provide a more effective or more efficient provision of such Abaca USA Material. If a specific delivery format or method has been expressly agreed with you in writing, Abaca USA will inform you in advance of any update or modification that will materially affect your business.

4. Unless expressly agreed otherwise in writing, Abaca USA grants you rights to publish the Images, Footage and Features (as applicable) on a non-exclusive basis, solely for the personal use of your end users, provided that you:

   1. own and operate the Customer's Service,

   2. will, except to the extent necessary to maintain records for your own internal and legal purposes, delete all Abaca USA Material that you are no longer permitted to publish, including any Images and/or Footage and/or Features that Abaca USA specifically instructs you to delete;

   3. will publish the Images only as provided to you by Abaca USA without any edits, adaptations or changes other than cropping and cut outs in a way that does not distort the meaning or the circumstances depicted in the Image;

   4. will publish the Features only as provided to you by Abaca USA without any edits, adaptations or changes;

   5. will not edit, adapt or change the Footage in a manner that distorts the sense or meaning of such Footage;

   6. will publish the Images, Footage and Features only in an editorial context;

   7. will publish any Images or Footage supplied with text as part of a Feature only with such text as part of such Feature;

   8. will not publish any Images at a resolution of more than 640 pixels along the longest axis in any electronic service;

   9. will not create any derivative works from any Image, Feature or Footage; and

   10. will not use the Abaca USA Material for any purpose except as expressly permitted by a License and these Terms and Conditions.

5. You may not use the Abaca USA Material in any way that is or might be deemed defamatory, libelous, pornographic, obscene or immoral.

6. YOU WILL INDEMNIFY AND KEEP INDEMNIFIED ABACA USA AGAINST ALL LOSS, DAMAGE AND EXPENSE (INCLUDING ANY LEGAL AND OTHER PROFESSIONAL EXPENSES) INCURRED OR SUFFERED BY ABACA USA DIRECTLY OR INDIRECTLY ARISING (IN WHOLE OR IN PART) FROM ANY USE, REPRODUCTION, PUBLICATION OR DISTRIBUTION BY YOU (OR ANY PERSON AUTHORIZED OR PERMITTED BY YOU) OF ANY PART OF THE ABACA USA MATERIAL IN A MANNER NOT AUTHORIZED BY A LICENSE AND/OR THESE TERMS AND CONDITIONS.

7. Where any Customer's Service is an electronic service, the general Terms and Conditions of the Customer's Service will include provisions substantially similar to the following:

   1. the Images, Footage and Features may only be used for the user's personal use and the distribution or commercial exploitation of the Images, Footage or Features is prohibited;

   2. use of the Images, Footage and Features is at the sole risk of the user; and

   3. neither you nor Abaca USA/any of Abaca USA's licensors gives any warranty that the supply of the Images or Footage or Features will be uninterrupted or as to the accuracy or completeness of the Images or Footage or Features.

As soon as you become aware of any unauthorized use of any Image or Footage or Feature by any user of the Customer's Service, you shall give Abaca USA full written details of such use. Abaca USA shall have the right to require you to: (a) enforce the relevant general Terms and Conditions of the Customer's Service against any user of the Customer's Service; and/or (b) enable and assist Abaca USA to enforce the relevant general Terms and Conditions against any user of Customer's Service in your name; and Abaca USA will pay your reasonable expenses in so doing.

4. Intellectual Property Rights and Third Party Rights

1. You acknowledge that, as between you and Abaca USA, all rights (including intellectual property rights) in the Abaca USA Material are the property of Abaca USA or its third party licensors. Abaca USA may terminate a License if you challenge the ownership of such rights. Abaca USA (or its licensors) will, at its (or their) option, have the right to control and/or conduct of all proceedings relating to the enforcement of such rights, including but not limited to selection of counsel and the ability to settle disputes with third parties. You agree to give your full cooperation in protecting such rights including taking any reasonable action regarding such rights as requested by Abaca USA or any of its third party licensors, and Abaca USA will pay your reasonable expenses in giving such cooperation.

2. You agree to comply with any restrictions imposed by Abaca USA and/or its third party licensors and to ensure that, where appropriate, copyright permission and/or other arrangements (including payment of any applicable third party License or other fee) are made directly with any such third parties. Restrictions, including third party restrictions, may be provided to you in the captions or other metadata to Images or Footage or Features, on the Special Information page of the Website (when launched), elsewhere on the Website, in another manner by Abaca USA or directly by third parties. If you have access to the Website, it is your responsibility to check whether any such restrictions have changed between the time you download/receive an Image or Footage or Feature from Abaca USA and the time of publication.

3. ABACA USA DOES NOT OFFER ANY LICENSE AND GIVES NO WARRANTY OR REPRESENTATION REGARDING: (A) THE EXISTENCE OR VALIDITY OF ANY MODEL (OR OTHER) RELEASES FOR ANY IMAGE, FOOTAGE OR FEATURE; (B) THE USE OF NAMES, PEOPLE, LIKENESSES, TRADE MARKS (REGISTERED OR UNREGISTERED) OR WORKS OF ART DEPICTED IN ANY IMAGE OR FOOTAGE; OR (C) MORAL RIGHTS REGARDING ANY IMAGE OR FOOTAGE. IT IS YOUR RESPONSIBILITY TO ENSURE THAT ALL NECESSARY CLEARANCES ARE OBTAINED, AND NOT THAT OF ABACA USA.

4. All Images, Footage and Features will be attributed on their publication in the Customer's Service to "Abaca USA". Images or Footage (including those within a Feature) attributed to another agency, broadcaster or publisher will be so attributed on their publication in the Customer's Service alongside the Abaca USA credit with an appropriate copyright notice. In addition, you will comply with any credit requirements expressly provided to you in the caption to an Image, Footage or Feature, in a License or otherwise by Abaca USA.

5. Abaca USA respects the intellectual property rights of others, and anyone that believes that its intellectual property appears on this Website without appropriate authorization is encouraged to contact us at licensing@abacausa.com. Abaca USA will use reasonable efforts to investigate such inquiries, and to take any action that it, in its sole discretion, believes is appropriate under the circumstances.

5. Charges and Reporting

1. 5.1 You will pay the charges set forth in a License with respect to your permitted use of the Abaca USA Material (the "Charges") within 30 days of the date of invoice. All amounts stated are exclusive of any applicable sales taxes.

2. All Charges shall be paid in full without set-off, deduction or other withholding of any amount which may be due to you. Should you be required by any law or regulation to make any deduction or withholding on account of tax or otherwise on any sum payable under a License, the sum payable shall be increased by the amount of such tax to ensure that Abaca USA receives a sum equal to the amount to be paid under a License.

3. Without prejudice to any other rights and remedies which Abaca USA may have and your continuing obligation to pay the Charges, if payment of the Charges is not received by Abaca USA on the due date, Abaca USA may withhold its provision of the Abaca USA Material, suspend a License granted to you, and charge interest on any overdue Charges from the due date until payment is received at a rate to be determined by Abaca USA equal to 1.5% per month or the highest rate permitted by applicable law, whichever is the lower rate, such interest to be calculated on a daily basis.

6. Liability

1. Although Abaca USA will take all reasonable steps to ensure the accuracy and timely provision of the Abaca USA Material, neither Abaca USA nor any of its licensors warrants that the Abaca USA Material (including without limitation the captions and metadata to the Images, Footage and Features) will be free from error or uninterrupted access, corrupted data, computer viruses or similar destructive or contaminating code or, unless expressly agreed otherwise in writing, that specific Images, Footage or Features will be available.

2. Abaca USA does not accept any liability for failures or breakdowns in network connections and/or end-to-end connectivity across the internet and/or performance problems experienced on any internet or other networks outside of Abaca USA's direct control.

3. This Site is provided for your use on an "as is," "as available" basis. NO CONDITIONS, WARRANTIES OR OTHER TERMS (EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED warranty of merchantability or fitness for a particular purpose, TITLE and non-infringement to the fullest extent permitted by law) APPLY TO A LICENSE OR TO THE ABACA USA MATERIAL EXCEPT TO THE EXTENT THAT THEY ARE EXPRESSLY SET FORTH IN A LICENSE AND/OR THESE TERMS AND CONDITIONS.

4. EXCEPT UNDER THE INDEMNITY IN CLAUSE 3.6 OF THESE TERMS AND CONDITIONS, NEITHER PARTY SHALL BE LIABLE IN CONNECTION WITH THE ABACA USA MATERIAL OR UNDER A LICENSE OR THESE TERMS AND CONDITIONS FOR ANY LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF OR DAMAGE TO GOODWILL, LOSS OF CONTRACTS, LOSS OF CUSTOMERS OR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL LOSS (EVEN IF THE PARTY CONCERNED HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS), PROVIDED THAT THIS EXCLUSION WILL NOT APPLY TO ANY LOSS OF REVENUE OR PROFIT THAT WOULD OTHERWISE HAVE BEEN OBTAINED BY OR DUE TO ABACA USA UNDER OR WITH RESPECT TO A LICENSE.

5. Once Abaca USA has told you to remove an Image or Footage or Feature from the Customer's Service, Abaca USA will not be liable for any loss arising from the continued publication of such Image or Footage or Feature. You will provide reasonable assistance to Abaca USA to mitigate any claim that may arise from your use of Abaca USA Material.

6. Except under the indemnity in clause 3.6 of these Terms and Conditions, each party's liability arising from or in connection with the Abaca USA Material or a License and these Terms and Conditions with respect to the party's acts or omissions in connection therewith (and whether such liability arises due to breach of contract, negligence or for any other reason) shall be limited, in relation to all events or series of connected events occurring in any given year, to (in addition to any sums properly payable under a License) an amount equal to the total Charges payable by you to Abaca USA for that year (and provided that if a series of connected events spans more than one year, for the purposes of this clause they will all be treated as having occurred in the year in which the first of the series occurred).

7. Nothing in these Terms and Conditions shall limit either party's liability: (a) for fraud, (b) for death or personal injury caused by either party's negligence or that of its servants or agents, or (c) in relation to any other liability which cannot be excluded or limited by law.

7. Confidentiality

1. Each party agrees and undertakes that it will keep confidential, will not use for its own purposes and will not without the prior written consent of the other party disclose to any third party (other than, in the case of Abaca USA, to its parent companies and any company in the PA Group) any information concerning the business and affairs of the other (including the terms (but not the fact) of any License) which may become known to such party unless such information is public knowledge other than as a result of a breach of this clause, has been independently acquired from a third party without restriction on disclosure, or is required by law or any regulatory body or for the purposes of litigation by or against either party to be disclosed. For the purposes of a License and these Terms and Conditions, the "PA Group" shall mean PA Group Limited (company number 4197), a company established under the laws of England, or any holding company thereof and each subsidiary thereof (both "holding company" and "subsidiary" as defined in the English Companies Act 2006).

8. Term and Termination

1. The rights granted to you by Abaca USA in these Terms and Conditions and any License to use the Abaca USA Material may be terminated immediately by either party giving notice to the other if: (a) the other commits a material breach of these Terms and Conditions or a License and, if such breach is remediable, it is not remedied within 7 days of receipt of notice requiring remedy; (b) the other ceases or threatens to cease its operations; or (c) the other becomes insolvent or bankrupt or suffers any insolvency or bankruptcy related event in any applicable jurisdiction.

2. Unless Abaca USA expressly agrees otherwise in writing or by e-mail, on termination of any License: (a) Abaca USA will not fulfill any outstanding orders for Images or Footage or Features placed by you; and (b) you must not exercise any rights granted to you which you have not already exercised. Except as set forth in the preceding sentence, termination of the rights granted to you by Abaca USA in these Terms and Conditions and any License will be without prejudice to any rights or liabilities of either party that have accrued prior to such termination.

9. General

1. Use of the Website is also governed by our Privacy Policy, which is incorporated herein by reference. Our Privacy Policy can be found at [ADD LINK].

2. All of the terms that have been agreed between the parties in relation to the supply and licensing of the Abaca USA Material are contained in these Terms and Conditions and any License Abaca USA grants to you. No other terms shall apply unless expressly agreed otherwise in writing. You acknowledge that you have not relied on any representation made by Abaca USA that has not been set out in these Terms and Conditions and/or a License. No amendments to any License shall be effective unless in writing and signed by an authorized representative of each party. You acknowledge and agree that Abaca USA maintains the right to update, add or delete portions of, or otherwise modify these Terms and Conditions at any time, and any such changes will become effective immediately upon being posted on the Website unless otherwise specified therein. Your continued use of the Website after these Terms and Conditions have been amended shall be deemed to be your continued acceptance of the Terms and Conditions, as amended.

3. Neither party will be liable to the other for any failures, interruptions, delays or other matters of a similar nature arising out of circumstances beyond its reasonable control.

4. Any notices and other communications in connection with these Terms and Conditions or any License shall be in writing and shall be deemed to have been received by a party when actually received in the case of hand delivery, or two (2) days after mailing by an internationally recognized carrier such as FedEx to the address of the relevant party as set forth in a License or such other address as the relevant party has notified to the other party in writing from time to time for this purpose.

5. Neither party shall assign, sub-contract, sub-license or otherwise transfer its rights or obligations under this Agreement without the prior written consent of the other party, not to be unreasonably withheld or delayed, except that: (a) Abaca USA may assign or transfer all or any of its rights or obligations to any PA Group company; and (b) Abaca USA may sub-contract the performance of its obligations provided that Abaca USA's liability for the performance of its obligations shall not be affected.

6. The failure or delay by either party to enforce at any time any one or more of these terms or conditions shall not be a waiver of such rights or any other rights.

7. This Agreement shall not confer upon any person other than the parties hereto any rights or remedies hereunder.

8. If any provision of these Terms and Conditions of any License shall be invalid, illegal or unenforceable, it shall, to the extend possible, be modified in such a manner as to be valid, legal or unenforceable but so as to most nearly retain the intent of the parties, and if such modification is not possible, such provision shall be severed from this Agreement, and in other case the validity, legality and enforceability of the remaining provisions should not in any way be affected or impaired thereby.

9. These Terms and Conditions and any License shall be governed by and construed in accordance with the laws of the State of New York without regard to its rules concerning conflict of laws. The parties irrevocably elect as the sole judicial forum for the adjudication of any matters arising under or in connection with this Agreement and consent to the jurisdiction of the federal and state courts of the State of New York, except for matters for which injunctive relief is sought, which shall be sought in the jurisdiction where such relief is intended to apply.

THESE TERMS AND CONDITIONS WERE LAST UPDATED ON MAY 7, 2009.