This Lensdrop Photographer Licensed Content Grant Agreement (this "License") details the terms and conditions under which you grant rights in Your Licensed Content to Lensdrop. 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 the Photographer Lensdrop End-User License Agreement, available at https://www.lensdrop.com/photographer-eula (the "Photographer EULA"). Capitalized terms not otherwise defined herein have the meanings given to them in the TOS and the Photographer EULA.
Definition of Licensed Content. "Your Licensed Content" consists of digital image and video files (and any other files), in any format, made available by you through the Lensdrop System and which you have uploaded using the functionality made available to you through the Lensdrop System, or otherwise provided to Lensdrop, including by email or means of transmission (the "Upload Functionality"). Notwithstanding the foregoing, Lensdrop may, within its sole discretion, reject any item or items provided by you, in which case they shall not be a part of Your Licensed Content. Accordingly, only items that appear within the administrative panel available at https://www.lensdrop.com/dashboard/photos, or such other address as is designated by Lensdrop, shall constitute Your Licensed Content. Use of Your 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 Photographer EULA and subject to the terms and conditions of this License, you hereby grant Lensdrop a perpetual, worldwide, non-exclusive, unlimited license to copy, reproduce, modify, sub-license, edit, create derivative works of, perform, display, broadcast, public or otherwise utilize Your Licensed Content, including by Download Users of the Lensdrop System consistent with all uses contemplated by the Lensdrop Content License, available at https://www.lensdrop.com/content-license. This License does not nor does it purport to convey or transfer any ownership rights in any Licensed Content and Your Licensed Content remains your property, subject to the grants and licenses set forth herein. All rights not otherwise expressly granted herein are hereby reserved.
Your Representations and Warranties. You represent and warrant that:
You are the original author of Your Licensed Content and that you have all requisite rights and licenses to make any and all grants contemplated in this License, the Photographer EULA and the TOS, including, for example applicable grants from any and all persons who appear or whose content or Intellectual Property appears or is otherwise embedded in Your Licensed Content; and
Your Licensed Content complies with all terms, conditions and restrictions of this License and the TOS, including those in the section entitled "Acceptable Use and Prohibited Conduct";
Your Licensed Content does not violate any applicable law, order or industry regulation; and
you have read this Agreement, the TOS and the Photographer EULA and understand each of its provisions and that you will comply with and abide by all terms and conditions of this Agreement, the TOS and the Photographer 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.
Lensdrop Warranties. Lensdrop makes no and disclaims any and all representation or warranty, including whether arising by custom, statute or trade usage:
that Your Licensed Content will be used or utilized by any Download Users;
that Your Licensed Content will be made available through the Lensdrop System;
that the Lensdrop System will be appropriate for your particular needs or meet any specification that you may have with regard to Your Licensed Content or that you Licensed Content will be viewed by any persons or persons;
concerning any traffic statistics or availability of the Lensdrop System;
that using the Upload Functionality to make your Your Licensed Content available through the system entitles you to any payments therefor without the affirmative use or exploitation of Your Licensed Content by one or more Download Users, all subject to all applicable terms and conditions of the TOS, this License, the Photographer EULA, the Download EULA and the Lensdrop Content License.
Restrictions on Your Licensed Content. You hereby represent and warrant each of the following:
No Unlawful Use. Your Licensed Content does not and will not violate any applicable law in any jurisdiction, violate the valid intellectual property rights of any third person, is not defamatory or otherwise libelous, is not pornographic, is not related to hate speech and does not violate of any obligation to which you are subject, including any applicable governing industry codes, contracts or other agreements.
No Incorporation of Third Party Materials. Your Licensed Content does not incorporate any Intellectual Property for which you do not have all rights and grants necessary to make any and all grants contemplated herein, including any rights of publicity, public appearance, droit moral and endorsement, including of natural persons.
No Sensitive Content. Your Licensed Content does not depict sexually transmitted diseases, pornography or violence and does not depict, contain, promote or otherwise condone racism, sexism, hate-speech, vulgarity or other offensive views.
No Endorsement or Models. Your Licensed Content does not in any way imply the endorsement of any individual depicted therein.
No Electronic Templates, Stock Images or Clipart. Your Licensed Content does not contain any electronic or digital files intended for resale or other distribution (for example, website templates, business card templates, electronic greeting card templates, clip art, stock photography or other digital stock imagery or video, and brochure design templates).
No Use of Trademarks or Logos. Your Licensed Content does not in any way contain any trademark, design mark, tradename, business name, service mark, or logo of any third party for which you do not have all requisite rights as necessary to make any and all grants contemplated herein.
Promotional Use. Lensdrop, within its sole discretion, may provide any items of Your Licensed Content to Download Users on a promotional basis without charge and without compensation to you (each a “Promotion”). Each individual item of Your Licensed Content may be subject to any number of Promotions. Lensdrop will make commercially reasonable efforts to notify you of the terms and conditions of Promotions, which such notice may be provided by any reasonable means determined by Lensdrop or as otherwise authorized by this Agreement.
Termination and Withdrawal. Lensdrop may continue to use and exploit Your Licensed Content you have uploaded to the Lensdrop System by means of Upload Functionality subsequent to the termination of your Account for any reason, and the termination of your Account, the Photographer EULA or any other agreement between you and Lensdrop shall not cancel or otherwise terminate any license or other grant in Your Licensed Content granted herein. Lensdrop may terminate your Account:
For Cause. Lensdrop may terminate this Agreement at any time if you breach any of the terms of this Agreement, the Photographer EULA, the TOS or any other agreement with Lensdrop (such termination, a termination "For Cause"), in which case you must immediately: cease using the Lensdrop System uploading any new items of Your Licensed Content to the system; comply with any reasonable request of Lensdrop; 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 your Account and all 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.
Content Withdrawal. Lensdrop may discontinue licensing or making available any item of Your Licensed Content at any time in its sole discretion, whether or not pursuant to DMCA claims, withdrawal of such item by you or otherwise. You will notify Lensdrop as soon as practicable subsequent to discovering, learning, determining or otherwise gaining knowledge that any item of Your Licensed Content may be subject to a claim of infringement of a third party's right for which Lensdrop may be liable.
Photographer Content Withdrawal. You may request that Lensdrop remove any item or items of Your Licensed Content from the Lensdrop System upon thirty (30) days' notice. Notwithstanding the foregoing, Lensdrop's removal of such items of Your Licensed Content will be within its sole discretion and the removal by Lensdrop of any of items of Your Licensed Content from the Lensdrop System shall not terminate or otherwise affect the rights previously granted, pursuant to the Lensdrop Content License, to any Download User for any item of Your Licensed Content which such Download User has already downloaded from the Lensdrop System.
Authorship Acknowledgment License. You hereby grant Lensdrop the right to your name and any logo materials you provide to Lensdrop as Lensdrop determines, within its reasonable discretion, is necessary to give attribution to Your Licensed Content or for any promotional purpose.
Trademark License. You may utilize Lensdrop's name and logo, as available at https://www.lensdrop.com/resources (the "Logo Page"), solely in connection with your promotion of the Lensdrop System and the availability of Your Licensed Content thereon. Aside from the foregoing, 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 Photographer 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.