This Lensdrop Content License (this "License") details the terms and conditions under which you may use the Lensdrop Licensed Content. It is controlled by and subject to the terms and conditions of the Lensdrop Terms of Service (the "TOS"), available at https://www.lensdrop.com/terms-of-service, and Lensdrop End-User License Agreement, available at https://www.lensdrop.com/eula. Capitalized terms not otherwise defined herein have the meanings given to them in the TOS and the EULA (the "EULA").
Definition of Licensed Content. The Licensed Content consists of digital image and video files, in any format, made available to you through the Lensdrop System and which you have downloaded using the functionality made available to you through the Lensdrop System (the "Download Functionality"). Digital files taken from the Lensdrop System using means aside from the Download Functionality are not Licensed Content, you are not granted any rights to use or otherwise exploit any such digital files taken from the Lensdrop System outside of the Download Functionality (including by any means prohibited by the TOS) and Lensdrop reserves any and all rights in such content. Use of Licensed Content is subject to all terms and conditions herein.
Grant of License. Subject to all applicable terms and conditions of the TOS and the EULA and subject to the terms and conditions of this License, you are hereby granted a perpetual, worldwide, non-exclusive, limited license to copy, reproduce, modify, edit, create derivative works of, perform, display, broadcast, public or otherwise utilize the Licensed Content. Further use of the Licensed Content is subject to all terms, conditions and restrictions of the TOS, including those in the section entitled "Acceptable Use and Prohibited Conduct". If you breach the terms and conditions of this License, the TOS or the EULA, all licenses granted herein will terminate immediately. Ownership of the Intellectual Property embedded in any Licensed Content remains with the original owner thereof, and this Agreement does not nor does it purport to convey or transfer any ownership rights in any Licensed Content. All rights not otherwise expressly granted herein are hereby reserved.
No Warranty. Lensdrop disclaims any and all warranties, express or implied, including arising by custom, statute or trade usage, including any implied warranties or conditions of merchantability, fitness for a particular purpose, compliance with specification or non-infringement with respect to the Licensed Content. Additionally, Lensdrop makes no representation or warranty and disclaims that any Licensed Content will be appropriate for your particular needs or meet any specification that you may have.
No Unlawful Use. You may not use the Licensed Content in any way that violates any applicable law in any jurisdiction, in any manner that violates the valid intellectual property rights of any third person, in any manner that is defamatory or otherwise libelous, in connection with pornography or in any manner that is pornographic, related to hate speech or in violation of any obligation to which you are subject, including any applicable governing industry codes, contracts or other agreements.
No Standalone File Use. You may not use any Licensed Content in any way that allows others to download, extract, or redistribute such Licensed Content as a standalone file (meaning just the content file itself, separate from the project or end use), including in physical media, such as prints, posters, glossies or other types of physical media.
No Sensitive Use Without Disclaimer. If you use content that features models or property in connection with a subject that would be unflattering or unduly controversial to a reasonable person (for example, sexually transmitted diseases, pornography, violence, promoting or otherwise condoning racism, sexism, hate-speech, vulgarity or other offensive views), you must indicate: (1) that the content is being used for illustrative purposes only, and (2) any person depicted in the content is a model. For example, you could say: "Stock photo. Posed by model."
No Endorsement. No Licensed Content may be used in any way that implies the endorsement of any individual depicted therein, nor of the author of such Licensed Content, nor of Lensdrop.
No False Representation of Authorship. You may not falsely represent that you are the original creator of a work that is made up largely of Licensed Content.
No "On Demand" Products. You may not use any Licensed Content in connection with any "on demand" products (e.g., products in which any Licensed Content is selected by a third party for customization of such product on a made-to-order basis), including, without limitation, postcards, mugs, t-shirts, calendars, posters, screensavers or wallpapers on mobile telephones, or similar items (this includes the sale of products through custom designed websites, as well as sites such as zazzle.com and cafepress.com).
No Electronic Templates. You may not use any Licensed Content in electronic or digital templates intended for resale or other distribution (for example, website templates, business card templates, electronic greeting card templates, and brochure design templates).
No Use in Trademark or Logo. You may not use any Licensed Content as part of a trademark, design mark, tradename, business name, service mark, or logo.
Restricted to Approved Users. Each User ID provided by Lensdrop used to access to the Lensdrop System must correspond with an individual natural person (the "End-User"). Each User ID may only be utilized by the individual End-User associated with such User ID. Licensed Content files downloaded through such User ID may each be used for up to five (5) designees, per year, provided that you provide the contact information for each designee to Lensdrop through the contact management portal in your Lensdrop user Account. Designees may include your clients, employers, subcontractors, agents or other individuals or entities. Each such designee must agree to and will be bound by all terms and conditions of this Agreement, the EULA and the TOS. Licensed Content may not be provided to designees in violation of Section 4(b) hereof.
No Use Except as Authorized. You may not use any Licensed Content in any manner that is not expressly authorized herein.
Termination and Withdrawal. You may continue to use Licensed Content you have downloaded subsequent to the termination of your Account, provided that your Account has not been terminated by Lensdrop For Cause.
For Cause. Lensdrop may terminate this Agreement at any time if you breach any of the terms of this Agreement, the EULA, the TOS or any other agreement with Lensdrop (such termination, a termination "For Cause"), in which case you must immediately: cease using all Licensed Content; delete or destroy any copies of Licensed Content in your possession; and, if requested, confirm to Lensdrop in writing that you have complied with these requirements.
Not for Cause. Notwithstanding anything in this Agreement, the TOS or the EULA to the contrary, Lensdrop reserves the right to terminate this License and all other applicable agreements with Lensdrop for any reason or no reason, upon no less than thirty (30) days' notice to you, which such notice will be provided through such contact information as you have provided through your Account. If Lensdrop terminates your agreement pursuant to this section, you may continue to use any items of Licensed Content downloaded from the system in perpetuity, provided that such other otherwise complies with the terms and conditions of this Agreement, the TOS and the EULA.
Social Media Termination. If you use Licensed Content on a social media platform or other third party website and the platform or website uses (or announces that it plans to use) any Licensed Content for its own purpose or in a way that is contrary to this Agreement, the EULA, the TOS or any other agreement with Lensdrop, the rights granted for such use shall immediately terminate, and in that event, upon Lensdrop's request, you agree to remove any such item of Licensed Content from such platform or website.
Content Withdrawal. DMCA Claims and Licensed Content Availability. Lensdrop may discontinue licensing or making available any item Licensed Content at any time in its sole discretion, whether or not pursuant to DMCA claims, withdrawal of such item by the original author or otherwise. Upon notice from Lensdrop, or upon your knowledge that any content may be subject to a claim of infringement of a third party's right for which Lensdrop may be liable, Lensdrop may require you to immediately, and at your own expense: cease using the applicable Licensed Content, delete or destroy any copies and ensure that your clients, distributors, employers and other designees do likewise. Lensdrop may provide you with replacement Licensed Content (as solely determined by Lensdrop in its reasonable commercial judgment) free of charge, subject to the other terms of this Agreement.
Refunds. All requests for refunds must be made in writing and send to the notice address provided in your EULA. Refund policies are available on the Fee Schedule as detailed within your EULA.
Trademark License. You may utilize Lensdrop's name and logo, as available at https://www.lensdrop.com/resources (the "Logo Page"), and the name of the suppliers of Licensed Content (the foregoing together as the "Marks") solely as necessary to give attribution or as otherwise pursuant to a written agreement executed by you and Lensdrop (or such other applicable party), but you may not otherwise use Lensdrop or its Licensed Content providers' names, logos, or trademarks without prior written approval. Additionally, you acknowledge and agree that your use of the Marks is subject to all terms and conditions of this Agreement, the EULA, the TOS, the policies on the Logo Page and any other reasonable policy made publicly available by Lensdrop that is designed to control and protect Lensdrop's interest in its trademarks, trade-dress and associated and underlying goodwill.
Your Representations and Warranties. You hereby represent and warrant that you have read this Agreement, the TOS and the EULA and understand each of its provisions. You further hereby represent and warrant that you will comply with and abide by all terms and conditions of this Agreement, the TOS and the EULA. If you are entering this Agreement by or on behalf of an entity, the foregoing representations and warranties apply to the entity, to the extent applicable, and not to you, personally.