This Vendor Image Copyright License Policy (the “Copyright Policy”), applies to all images and photographs provided to Cheney Bros., Inc. d/b/a Cheney Brothers, Inc. (“Licensee”) by Cheney Brothers’ vendors, suppliers, and manufacturers of products (“Licensor”) for use by Cheney Brothers in the promotion and/or sale of Licensor’s products by Cheney Brothers and its affiliates. Such images will be referred to herein as “Images.”

Representations and Warranties. Licensor represents and warrants that: (a) it has the full right, power, and authority to agree to this Copyright Policy and grant the rights described herein; (b) the individual providing Cheney Brothers with Images subject to this Copyright Policy on Licensor’s behalf is authorized to do so; (c) Licensor solely and exclusively owns and/or controls the right, title, and interest in and to the Image(s) in connection with Licensee’s uses permitted hereunder including all duplication, copying, reproducing, licensing, and other intellectual property rights to the Images; (d) the exercise by Licensee of the rights and license granted under this Copyright Policy will not infringe or otherwise conflict with the rights of any other person or entity.

License. Licensor grants to Licensee and its affiliates during the Term (as defined below) a non-exclusive right and license to reproduce, display, transmit, and distribute the Image(s), including alter, modify and create derivative works of the Image(s), through all media now known or hereinafter developed, including without limitation on the internet, on websites, in connection with e-commerce as well as in catalogues and other print media, for Licensee’s commercial purposes including without limitation advertising and promoting the sale of Licensee’s products and services which may, but need not include Licensor’s products depicted in the Image(s).

Indemnification. Licensor shall indemnify, defend, and hold harmless Licensee and its affiliates, officers, directors, employees, agents, successors, and assigns (each, a “Licensee Indemnified Party”) from and against all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, fees, costs, or expenses of whatever kind, including reasonable attorneys’ fees, the cost of enforcing any right to indemnification hereunder, and the cost of pursuing any insurance providers (collectively, “Losses”) arising out of or in connection with any third-party claim, suit, action, or proceeding (“Third-Party Claim”) relating to any actual or alleged: (a) breach by Licensor of any representation, warranty, covenant, or obligation under this Copyright Policy, or (b) infringement or other violation of any intellectual property or other personal or proprietary rights of any person or entity resulting from the use of the Image(s) by Licensee or any of its affiliates in accordance with this Copyright Policy.

Term and Termination. The term of this Copyright Policy commences as of the date on which the Images are provided to Cheney Brothers and, unless terminated earlier as provided herein, will remain in force indefinitely (the “Term”). Either party may terminate this Copyright Policy at any time for any reason by providing the other party with written notice of such termination.  Upon termination by Licensor of this Copyright Policy for any reason, Licensee will have a period of ninety (90) days after such termination to continue (the “Wind Down Period”) commercial use of the Image(s) in accordance with the terms and conditions of its license hereunder as well as continue and dissemination of any materials, including without limitation printed catalogues, brochures, and pricing sheets created prior to the expiration of the Wind Down Period.

Entire Copyright Policy. This Copyright Policy constitutes the sole and entire Copyright Policy of the parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, Copyright Policies, representations, and warranties, both written and oral, with respect to such subject matter.

Choice of Law; Venue. This Copyright Policy and all matters arising out of or relating to this Copyright Policy, including tort and statutory claims are governed by the laws of the State of Florida without giving effect to any conflict of laws provisions thereof. All legal suits, actions, or proceedings arising out of or relating to this Copyright Policy shall be instituted in the federal or state courts in Palm Beach County, Florida, and each party irrevocably submits to the exclusive jurisdiction of such courts in any legal suit, action, or proceeding.