S.A. Gordon

LICENSING AGREEMENT

INTRODUCTION:

1. The following Terms of Service (“TOS“) is a legal agreement between you or the employer or other entity on whose behalf you are entering into this agreement (“you” or “Licensee“) and Pan Macmillan Australia Pty Ltd (the “Company”) and sets forth the rights and obligations with respect to any content available from the Company website, images (including author photographs) and words (the “Content”) licensed by you for the sole purpose of promoting the Pan Macmillan title to which the image relates (the “Book”).
2. Please revisit the TOS when you intend to use or reproduce the Content. The Company reserves the right to modify the TOS at any time in its sole discretion.

AGREED TERMS OF SERVICE:

1. GRANT OF RIGHTS
   • The Company grants to the Licensee a free, non-exclusive and non-transferable licence to use the Content throughout in Australia, for a period of one year, solely for the promotion of the Book for both print and digital reproduction subject to the limitations set forth in this TOS.
2. RESTRICTIONS ON USE OF VISUAL CONTENT
   • The Licensee may not:
     • use Content other than as expressly provided by the licence with respect to the Content.
     • portray any person depicted in the Content in a way that a reasonable person would find offensive, including but not limited to depicting the person:
       • in connection with pornography, “adult videos”, adult entertainment venues, escort services, dating services, or the like;
       • in connection with the advertisement or promotion of tobacco products;
       • in a political context, such as the promotion, advertisement or endorsement of any party, candidate, or elected official, or in connection with any political policy or viewpoint;
       • as suffering from, or medicating for, a physical or mental ailment; or
       • engaging in immoral or criminal activities;
     • use any Content in a pornographic, defamatory, or deceptive context, or in a manner that could be considered libellous, obscene, or illegal;
     • modify Content in a manner that changes the context of what is depicted;
     • use Content for commercial purposes, including for reference, in any advertising, merchandise or other non-editorial contexts;
     • use Content in a manner that infringes upon any third party’s trademark or other intellectual property, or would give rise to a claim of deceptive advertising or unfair competition;
     • use any Content (in whole or in part) as a trademark, service mark, logo, or other indication of origin, or as part thereof;
     • falsely represent, expressly or by way of reasonable implication, that any Content was created by you or a person other than the copyright holder(s) of that Content.

3. WARRANTIES AND INDEMNITIES
   • The Licensee releases the Company, its assignees and licensees from and against all claims that may arise from its use of the Content. The Licensee agrees to indemnify the Company for all costs and expenses that the Company incurs in the event that you breach any of the terms of this or any other agreement with the Company.