This Download End-User License Agreement (the "Agreement") is a legal agreement between you (whether as an individual or an entity) and Lensdrop Inc., a Delaware corporation (hereafter the "Licensor" or "Lensdrop") regarding your creation and use of a Lensdrop System Download Account, as defined below. Any software or service provided along with the System that is associated with a separate end-user license agreement is licensed to you under the terms and conditions of that separate end-user license agreement.
"Account" means a User's subscription and/or means to access the System.
"Approved Users" means: any User you have authorized to access your Licensed Content.
"Applicable Law(s)" means all applicable laws, regulations, rules, and contractual obligation to which you are subject.
"Confidential Information" means confidential, private or non-public information of any other person, including, without limitation, Personal Information, billing or address information, business information, marketing information and materials and other information designated as confidential expressly or understood to be confidential by the circumstances in which it is provided. Confidential Information does not, however, include: (i) information already known or independently developed by the recipient; (ii) information in the public domain through no wrongful act of the recipient; or (iii) information received by the recipient from a third party who was free to disclose it.
"Content" means data and electronic information of any kind, including but not limited to text, digital images, video, audio and metadata, uploaded or otherwise provided to the System. Content does not include Licensed Content, which is subject to separate licensing provisions as detailed herein.
"Intellectual Property" means any and all: (a) patents, patent disclosures, and inventions (whether patentable or not); (b) trademarks, service marks, trade dress, trade names, logos, corporate names, and domain names, together with all of the goodwill associated therewith; (c) copyrights and copyrightable works (including computer programs), mask works, and rights in data and databases; (d) trade secrets, know-how, and other confidential information; (e) any "moral rights," "artist's rights," "droit moral," or other similar rights, as well as rights of endorsement, rights of publicity, rights of attribution or sponsorship and all other similar rights; and (f) all other intellectual property rights or proprietary rights; with regard to each of the foregoing, in each case whether registered or unregistered, including all derivative works, enhancements, customizations, modifications or upgrades thereto and including all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection provided by applicable law in any jurisdiction throughout the world.
"Licensed Content" means the digital files made available to Users through the System, subject to the terms and conditions hereof, as further defined in the Lensdrop Content License, as hereinafter defined.
"Personal Information" means information that identifies you personally as a User of the System or as an individual and all pertinent information concerning you and your use of the System.
"System" means the means the applications and platforms to which you have been granted access, which may include, but are not limited to, the Lensdrop website available at www.lensdrop.com, the Lensdrop mobile applications, web applications, website, servers and networks, wherever situated, and the coded instructions (whether in the form of source code, object code, or interpreted code), logic, texts, rules and operating system data, and any associated metadata, buildfiles, makefiles, configuration files, database schema and database contents, for the foregoing.
"User" means you and any other user of the System.
"User ID" means a unique User identification used by a User to access the System.
1. AUTHORITY TO ENTER AGREEMENT
If you are entering into this Agreement on behalf of a company or business, you represent that you have the authority to bind such entity as well as any of its affiliates or subsidiaries whose agents will utilize the System. In such case, the terms " you" or "your" shall also refer to such entity and its subsidiaries and affiliates, and each of their successors and assigns, as well as any employee or agent acting by or on behalf of any of the foregoing, as applicable (you and Lensdrop together as the "parties" and each as a "party"). If you do not have such authority, or if you do not agree with this Agreement, you may not use the System.By entering into this Agreement you also agree to the Terms of Service (the "TOS") which are incorporated by reference herein, available at https://www.lensdrop.com/terms-of-service. If any term of this Agreement conflicts any term of the TOS, this Agreement shall control.
2. Access to System.
User IDs. A User ID may only be used by one person at a time on one Device at a time. One Account may have multiple User IDs associated with it. Each User ID must correspond with one (1) user who is a natural person, as further detailed in the Lensdrop Content License. Accordingly, if you wish to have multiple individuals utilizing the Lensdrop System, you must provision multiple User IDs.
Fees. You agree to pay all fees and charges associated with your Account, if any, on a timely basis. Unless otherwise stated, all fees and charges are due and payable in advance, are non-refundable, and are exclusive of any applicable federal, state, or local taxes. All such fees and charges (including any taxes and late fees, as applicable) will be charged to the payment method you provided through your Account. You will maintain a valid payment method during the term of your use of the System. Fee schedules and rates are listed within the administrative control panel made available through your Account, including at lensdrop.com/account/subscriptions (the "Fee Schedule"), which such fee schedules and rates may be changed, discounted or increased from time to time within the sole discretion of Lensdrop, and which fees may be charged on a per-User-ID basis or as otherwise determined within the sole discretion of Lensdrop. Certain fees may be detailed as non-refundable and payable in advance and you hereby acknowledge and consent to such terms. Some of the features available to you through the System may be available for use without fees provided that you consent to receive advertisements, as detailed pursuant to the Section entitled "Privacy" of this Agreement. Accordingly, you hereby consent to being provided with such advertisements and advertising content as detailed in this Agreement.
Promotional Use. Lensdrop, within its sole discretion, may choose to provide certain items of Licensed Content to you on a promotional basis without charge (each a “Promotion”). Each such Promotion will be limited as described in the administrative control panel made available through your Account, or through whatever other means that Lensdrop may choose to inform you of such terms, as authorized by this Agreement.
3. Ownership and Intellectual Property.
The System is owned by Lensdrop and its licensors and is protected by the intellectual property laws, among other laws, of the United States. If the System contains any user documentation which is provided only in "on-line" or electronic form, you may print one (1) copy of such documentation for backup or archival purposes. You may not copy the printed materials accompanying the System for purposes other than mentioned herein. Nothing in this Agreement shall be construed as granting to you any title and intellectual property rights in and to the Software or the System, except for the limited license mentioned herein.
RIGHT, TITLE AND INTEREST
You acknowledge that all right, title and interest in any and all Licensed Content and Software, technology, including the hardware and software provided by Lensdrop in connection with the System and any trademarks or service marks of Lensdrop or third parties whose products or services are utilized in connection with Lensdrop's provision of the System (other than information you provide; collectively, the "Lensdrop Intellectual Property") is vested in Lensdrop and/or in Lensdrop's licensors. Unless otherwise expressly stated in this Agreement and as necessary to utilize the System, you shall have no right, title, claims or interest in or to the Lensdrop Intellectual Property, and you may not use, copy, modify or translate the Lensdrop Intellectual Property or related documentation, or decompile, disassemble or reverse engineer the Lensdrop Intellectual Property, or grant any other person or entity the right to do so. Unless otherwise expressly stated in this Agreement, you are not authorized to distribute or to authorize others to distribute the Lensdrop Intellectual Property in any manner without the prior written consent of Lensdrop.
LICENSE TO USE YOUR MATERIALS
You hereby provide an irrevocable, worldwide, non-exclusive license to Lensdrop to any intellectual property rights, whether copyrights, trademarks, trade dress, patents, trade secrets, rights of publicity or right of privacy or otherwise, which you may have in any Content or other materials ("Your Materials") which you may provide to the System in order to allow Lensdrop (a) to operate and maintain the System and provide the System to its Users, (b) to maintain and reproduce such Your Materials within the System as permitted by applicable law, (c) to provide access to Your Materials to Approved Users, and (d) to incorporate anonymized Your Materials into derivative works as permitted by applicable law, including, but not limited to, publications concerning statistical research, statistical compilations and reports on or about the System. If you wish to upload digital image or video files for licensing and distribution through the Lensdrop System, please create a "Photographer Account" at https://www.lensdrop.com/contribute. Photographer Accounts are subject to the terms and conditions of the Photographer End-User License Agreement available at https://www.lensdrop.com/photographer-eula, which includes the terms by which you grant Lensdrop the rights necessary for Lensdrop to make the grants herein.
YOUR LICENSE TO USE THE LICENSED CONTENT
Lensdrop hereby grants you the non-exclusive, limited license to utilize Licensed Content made available to you through your Download Account as provided in the Lensdrop Content License, available at https://www.lensdrop.com/content-license, which is hereby incorporated by reference hereto.
Your license to use the Licensed Content and your provision of Your Materials to the System are subject to the provisions of the Digital Millennium Copyright Act as well as the applicable provisions of the Terms of Service.
Except as expressly permitted herein: (i) you may not rent, lease, loan, or grant a security interest in the System, or transfer your rights or license to use the System; (ii) you may not reverse-engineer, decompile or disassemble any part of the System; and (iii) you may not modify, distribute copy, adapt, translate, or create derivative works based upon the System and all accompanying materials. Additionally, all restrictions, terms and conditions of the TOS apply to your use, and the use of anyone accessing the site through your Account or any User ID associated with your Account, of the System.
This Agreement is effective for an unlimited duration unless and until terminated in accordance with this section. You may terminate this Agreement at any time. Without prejudice to any other rights it may have, the Licensor may terminate this Agreement upon written notice if you do not abide with the terms and conditions contained herein. Licensor may also, at any time, terminate Agreement upon written notice to you for any reason or no reason as determined within its sole discretion. Upon the termination of this Agreement for any reason, you must and will immediately cease all use of the System and destroy all copies of the System and all of its components on your Devices. Your rights to use the Licensed Content are subject to the terms and conditions of the Lensdrop Content License.
This rights and licenses granted herein are limited to the version of the System made available to you by Lensdrop and its licensors through your Account and does not include subsequent any versions of the System not made available to you through your Account. However, Lensdrop and its licensors may develop, create or issue updates of the System from time to time. At its sole option, Lensdrop may make such updates available to any number of its Users as it may decide and your use of the System does not mean that Lensdrop must make available any such updates to you.
Subject to applicable laws, Lensdrop, at its sole discretion, may provide maintenance and support services with respect to the System. You agree, together with Lensdrop, that no other party has any obligation whatsoever to furnish any maintenance and support services with respect to the System.
8. NO WARRANTIES; ADDITIONAL DISCLAIMERS.
TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, THE SYSTEM IS PROVIDED "AS IS" WITHOUT ANY WARRANTIES YOU ASSUME ALL RISKS AND RESPONSIBILITIES ASSOCIATED WITH THE SELECTION AND USE OF THE SYSTEM AND FOR THE INSTALLATION OF, USE OF AND RESULTS OBTAINED FROM THE SYSTEM. NEITHER LENSDROP NOR ITS LICENSORS MAKES ANY WARRANTY THAT THE SYSTEM WILL BE ERROR-FREE OR FREE FROM INTERRUPTION OR FAILURE OR TO CONFORM TO ANY SPECIFICATION. TO THE EXTENT PERMITTED BY APPLICABLE LAW, Lensdrop ON BEHALF OF ITSELF AND ITS LICENSORS DISCLAIM ALL WARRANTIES, EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS WITH RESPECT TO THE SYSTEM, ANY ACCOMPANYING WRITTEN MATERIALS AND THE LICENSED CONTENT.
YOU ACKNOWLEDGE THAT ACCESS TO THE SYSTEM WILL BE PROVIDED OVER VARIOUS FACILITIES AND COMMUNICATIONS LINES, AND INFORMATION WILL BE TRANSMITTED OVER LOCAL EXCHANGE AND INTERNET BACKBONE CARRIER LINES AND THROUGH ROUTERS, SWITCHES, AND OTHER DEVICES (COLLECTIVELY, "CARRIER LINES") OWNED, MAINTAINED, AND SERVICED BY THIRD-PARTY CARRIERS, UTILITIES, AND INTERNET SERVICE PROVIDERS, ALL OF WHICH ARE BEYOND OUR CONTROL. LENSDROP AND ITS LICENSORS ASSUME NO LIABILITY FOR OR RELATING TO THE INTEGRITY, PRIVACY, SECURITY, CONFIDENTIALITY, OR USE OF ANY INFORMATION WHILE IT IS TRANSMITTED ON THE CARRIER LINES, OR ANY DELAY, FAILURE, INTERRUPTION, INTERCEPTION, LOSS, TRANSMISSION, OR CORRUPTION OF ANY DATA OR OTHER INFORMATION ATTRIBUTABLE TO TRANSMISSION ON THE CARRIER LINES. USE OF THE CARRIER LINES IS SOLELY AT YOUR RISK AND IS SUBJECT TO ALL APPLICABLE LOCAL, STATE, NATIONAL, AND INTERNATIONAL LAWS.
9. Limitation of Liability.
YOU ASSUME THE ENTIRE COST OF ANY DAMAGE RESULTING FROM YOUR USE OF THE SYSTEM AND LICENSED CONTENT AND THE INFORMATION CONTAINED THEREIN OR COMPILED BY THE SYSTEM. TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL LENSDROP OR ANY OF ITS LICENSORS BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION DAMAGES FOR LOSS OF DATA, DAMAGE TO EQUIPMENT, HARDWARE OR SOFTWARE FAILURE, OR OTHER PECUNIARY LOSS, ARISING OUT OF THE USE OR INABILITY TO USE THE SYSTEM, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRCT, TORT, BREACH OF CONTRACT OR ANY OTHER THEORY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NEITHER LENSDROP NOR ITS LICENSORS MAKE ANY WARRANTY OR REPRESENTATION THAT THE INFORMATION, LICENSED CONTENT OR FUNCTIONS CONTAINED IN THE SYSTEM WILL MEET YOUR REQUIREMENTS. FURTHERMORE, NEITHER LENSDROP NOR ITS LICENSORS WARRANT THAT ANY SYSTEM ERRORS, DEFECTS OR INEFFICIENCY WILL BE CORRECTED, NOR DOES LENSDROP OR ANY OF ITS LICENSORS ASSUME ANY LIABILITY FOR FAILURE TO PROVIDE SUPPORT SERVICES AND TO CORRECT ANY SUCH ERROR, DEFECT OR INEFFICIENCY. YOU UNDERSTAND THAT UNDER NO CIRCUMSTANCES SHALL LENSDROP OR ITS LICENSORS BE LIABLE FOR ANY INDIRECT, SPECIAL, ACCESSORY, EXEMPLARY OR PUNITIVE DAMAGES SUFFERED BY YOU, ANY PARTY CLAIMING ON BEHALF OF OR THROUGH YOU, OR ANY OTHER THIRD PARTY INCLUDING FROM OR ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE PERFORMANCE OR BREACH THEREOF. IN NO EVENT WILL LENSDROP AND ITS LICENSORS' TOTAL LIABILITY TO YOU, ARISING UNDER ANYTHEORY, EXCEED THE AMOUNT PAID BY YOU FOR THE SYSTEM.
Unauthorized Access; Lost or Corrupt Data
TO THE MAXIMUM EXTENT ALLOWABLE BY APPLICABLE LAW, NEITHER LENSDROP NOR ITS LICENSORS ARE RESPONSIBLE FOR UNAUTHORIZED ACCESS TO YOUR DATA, FACILITIES, OR EQUIPMENT BY INDIVIDUALS OR ENTITIES USING THE SYSTEM OR FOR UNAUTHORIZED ACCESS TO, ALTERATION, THEFT, CORRUPTION, LOSS OR DESTRUCTION OF YOUR DATA FILES, PROGRAMS, PROCEDURES, OR INFORMATION THROUGH THE SYSTEM, WHETHER BY ACCIDENT, FRAUDULENT MEANS OR DEVICES, OR ANY OTHER MEANS. YOU ARE SOLELY RESPONSIBLE FOR VALIDATING THE ACCURACY OF ALL OUTPUT OF THE SYSTEM. YOU HEREBY WAIVE ANY DAMAGES OCCASIONED BY LOST OR CORRUPT DATA, INCORRECT REPORTS, OR INCORRECT DATA FILES RESULTING FROM PROGRAMMING ERROR, OPERATOR ERROR, EQUIPMENT OR SOFTWARE MALFUNCTION, SECURITY VIOLATIONS, OR THE USE OF THIRD-PARTY SOFTWARE. NEITHER LENSDROP NOR ITS LICENSORS ARE RESPONSIBLE FOR THE CONTENT OF ANY INFORMATION TRANSMITTED OR RECEIVED THROUGH OUR PROVISION OF THE SYSTEM.
Anonymized Information. The privacy of Personal Information is very important to Lensdrop. Lensdrop does not intend to make commercial use of Personal Information, except as expressly stated herein. Lensdrop may aggregate and anonymize information it has collected so that it contains no Personal Information ("Anonymized Information"). Lensdrop may share Anonymized Information with third parties on a commercial basis. Additionally, Lensdrop may use Anonymized Information to place targeted ads and advertising content, viewable by you, within the System and within emails sent to the email address(es) you provide to us, and you hereby expressly consent to the foregoing.
Lensdrop will protect Personal Information using reasonable security measures. While the security measures are expected to reasonably protect such information, neither Lensdrop nor its licensors warrant that the System, or any data stored thereon, including Personal Information, will be completely secure. There are risks inherent in placing information on and accessing information from the Internet if you have any concerns regarding the security of your information or the use of the Internet to access Personal Information, you should consider not utilizing the Lensdrop System.
12. Compliance with Applicable Laws
It is your responsibility to comply with, and ensure that your use of the System complies with, all applicable federal, local, state and foreign laws and regulations, including without limitation all laws relating to data privacy, international communications and the exportation and transmission of technical data and other regulated materials. You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. The System is not available in all languages nor is it available in all countries. Neither Lensdrop nor its licensors makes any representation that the System is appropriate or available for use in any particular location. Lensdrop and its licensors reserve the right to change, suspend, remove, or disable access to the System at any time without notice. In no event will Lensdrop or its licensors be liable for the removal of or disabling of access to any such System.
You agree to indemnify Lensdrop and its directors, officers, members, owners, employees, agents, licensors, successors and permitted assigns, and the successors and predecessors to each of the foregoing, as well as other Users, from and against any and all Claims and Proceedings directly or indirectly arising from, connected with or relating to: (a) your use of the System; (b) any breach by you or anyone using your Account or any User ID associated with your Account of any of the representations, warranties or provisions of this Agreement or the Lensdrop Content License; (c) the actions of any person gaining access to the System under a User ID associated with your account, including any actions which adversely affect the System or any information accessed through the System, including but not limited to any security breaches of the System; (d) your negligence or willful misconduct or the negligence or willful misconduct of anyone gaining access to the System under a User ID associated with your Account; and (e) any User-based Content Claim, as defined below. In this Agreement, "Claims" means third party claims, counterclaims, complaints, demands, causes of action, liabilities, obligations, damages, legal fees, costs, expenses, and disbursements, including without limitation reasonable attorneys' fees and court costs, of any nature or kind, whatsoever and howsoever arising, whether known or unknown, whether in law or in equity or pursuant to contract, tort, extra-contractual theory or statute, and whether in any court of law or equity or before any arbitrator or other body, board or tribunal; and "Proceedings" means third party actions, suits, proceedings, and hearings of any nature and kind in any court of law or equity or before any arbitrator or other body, board or tribunal. A "User-based Content Claim" is any Claim arising from or related to:
the infringement, misappropriation or violation of the Intellectual Property rights of any third party based upon Licensed Content which has been modified by you, someone acting on your behalf, or someone acting through any User ID associated with your Account;
your use, or the use by anyone acting on your behalf or anyone acting through any User ID associated with your Account, of any Licensed Content where such use is in violation of the terms and conditions of this Agreement, the Terms of Service, or any applicable law or regulation.
14. Third Party Intellectual Property Claims
You acknowledge and agree that in the event of any third party claim that the System, any Licensed Content or your utilization of the System or any Licensed Content infringes that third party's intellectual property rights, Lensdrop will have the option, but not the obligation, exercisable within its sole discretion, to assume the investigation, defense, settlement and discharge of any such intellectual property infringement claim.
15. Severability and Complete Understanding.
16. Governing Law, Arbitration and Waiver of Class Action.
The section titles in this Agreement are for convenience only and have no legal or contractual effect; as used in the Agreement, the word "including" means "including but not limited to". Whenever the context so requires, each pronoun or verb used herein shall be construed in the singular or the plural sense and each capitalized term defined herein and each pronoun used herein shall be construed in the masculine, feminine or neuter sense. The construction of this Agreement shall not take into consideration the Party who drafted or whose representative drafted any portion of this Agreement, and no canon of construction shall be applied that resolves ambiguities against the drafter of a document.
18. Contact Information
Should you have any questions, complaints or claims with respect to this Agreement or the Software, or if you desire to contact Lensdrop for any reason, please contact:
Lensdrop Inc. 8605 Santa Monica Blvd #80991 West Hollywood, California 90069-4109 E-mail address: [email protected]
19. Additional License and Copyright Notices
The System includes licensed components third party software packages, including "open source" packages, the copyright notices for which can be viewed at https://www.lensdrop.com/components.
You may not assign this Agreement without the express prior written permission of Lensdrop and any attempted or purported assignment without such permission shall be null and void. Notwithstanding the foregoing, this Agreement and the TOS shall be binding upon all the successors and assigns of the parties.