License Details

These License Details between Lens Distortions, LLC and the customer who has made a purchase from Lens Distortions (“Licensee”) set forth the specific business terms, limitations, and permitted uses that apply to Licensee’s purchase. In the event of any conflict or inconsistency between these License Details and the Lens Distortions License Agreement below (the “Agreement”), these License Details shall govern.

• License Tier: Freelance
• Purchase Eligibility: This License can be purchased by self-employed individuals and organizations with 7 or fewer employees (note that this size limit is not based on users, seats, or video-related employees: any and all employees in Licensee’s organization count toward the limit). Use of the Assets under this License tier by any organization with 8 or more employees is prohibited and constitutes willful copyright infringement. If you work at an organization with a total employee count of 8 or more, please contact [email protected].
• License Coverage: This License covers Projects created for yourself (the Licensee) and Projects for Clients with up to 1,000 employees. Note that Licensee’s own employer or any affiliated companies that share ownership with Licensee cannot be considered a Client. Projects may be distributed according to the Permitted Placement Types listed below. Any distribution beyond what is explicitly listed below as Permitted Placement Types requires Licensee to purchase a separate Extended License before distributing. Please contact [email protected] to purchase an Extended License.

• “Social Media” means social media networking platforms including but not limited to Facebook, Instagram, Twitter, LinkedIn, TikTok, YouTube, Vimeo, Snapchat, Pinterest, or similar user-generated content platforms on which a Project is made available to the public for free. This does not include paywalled, premium, or subscription-based content on these platforms, which would require Streaming/OTT licensing.
• “Websites” means online content including websites, blogs, digital publications, online articles.
• “Web Advertising” means web-based advertising such as Meta Ads, Google Ads, display advertising, and search engine marketing.
• “Podcasts” means an episodic series of digital audio or digital video files made available to consumers for streaming or download for “personal/private” or “home use,” distributed through podcasting platforms including but not limited to Apple Podcasts, Stitcher, Spotify, or Google Podcasts; provided, however, that (a) the Musical Works or Assets must be synchronized with interview, voiceover, or other substantive audio content and cannot comprise more than ten percent (10%) of the total audio time in any given episode; and (b) each episode of the Podcast is published during the term of an active Membership. Nothing herein shall be deemed to grant to Licensee any right to exploit any of the Musical Works or Assets (as applicable), in whole or in part, separate and apart from such Podcast.
• “Corporate/Industrial” means any and all institutional uses, including without limitation, internal and external archival uses, interactive retail store kiosks, sales and training meetings, company holiday parties, business anniversary parties, corporate reunions, monthly meetings, business functions, association or group meetings, business-to-business trade shows and conventions that are not open to the general public, or in-store advertising and promotion. This does not include consumer-facing advertisements, brand activations, award shows, or other live events, which require separate Live Event licensing.
• “Film Festivals” means exhibition of Projects by means of public theatrical performance within a so-called “film festival” (as such term is commonly used in the motion picture industry).

• Streaming/OTT Programming
• Streaming/OTT Advertising
• Broadcast Television Programming
• Broadcast Television Advertising
• Theatrical Release
• Live Events
• Interactive
• OOH (Out-of-Home)
• Radio
• Physical Media
• All other placements

Please contact [email protected] to purchase an Extended License.

• Published Project License Term: In Perpetuity
• Published Project License Territory: Worldwide

LICENSE AGREEMENT

1. “Assets” means any Musical Work, sound effects, visual effects, color profiles, and other digital content for which Licensee obtains a License by purchasing a Membership, Product, or Extended License. Lens Distortions makes the Assets available to Licensee or its Users (subject to Section 2.6 below) through the Site, tutorials, promotional videos, and other non-licensed content. For avoidance of doubt, Lens Distortions’ mobile app is not an Asset under this Agreement and is governed by a separate agreement.
2. “Client” means any third-party Person for whom Licensee produces a Project, regardless of whether Licensee is contracted directly by that Person or by an intermediary (such as an agency, production company, or another freelancer). “Client” does not include Licensee’s own organization.
3. “Extended License” means a separate agreement between the parties that grants Licensee the right to use Assets in ways other than those set forth in the License secured by Licensee, pursuant to the applicable Purchase Conditions.
4. “License” means the rights granted by Lens Distortions to Licensee to use the Assets as described in this Agreement, subject to the applicable Purchase Conditions.
5. “Master Use Rights” means the right to use a specific master sound Recording (“Master”) of a Musical Work in a Project.
6. “Membership” means a subscription that allows a Person to access and exploit Assets via the Site as provided in this Agreement.
7. “Modified Assets” means Assets that have been modified or adapted by Licensee as permitted under this Agreement.
8. “Musical Work” means a Master and the musical composition (“Composition”) embodied thereon which is available for a Project via a License through the Site.
9. “Person” means any entity, corporation, company, association, partnership, joint venture, trust, individual (including personal representatives, executors and heirs of a deceased individual), nation, state, government (including governmental agencies, departments, bureaus, boards, divisions and instrumentalities thereof), trustee, receiver, or liquidator.
10. “Placement Types” means use of the Assets based on the media types and distribution channels where Projects will be used as set forth in the applicable License. Placement Types are defined and specified in the applicable License Details.
11. “Product” means a license to access and exploit an individual Asset or specified bundle of Assets via the Site subject to this Agreement.
12. “Project” means any audiovisual works produced by Licensee for use by Licensee or Licensee’s Client in connection with the Placement Type and pursuant to this Agreement. For avoidance of doubt, the parties hereto acknowledge and agree that Projects which synchronize or embody Assets within non-fungible tokens (“NFTs”) are strictly prohibited and not permitted pursuant to this Agreement and shall be deemed willful copyright infringement of such Assets.
13. “Public Performance Rights” means the right to publicly perform the Composition embodied in the Musical Work, specifically as incorporated within a Project.
14. “Purchase Conditions” means the licensing requirements and restrictions applicable to a Product, Membership, or Extended License. Purchase Conditions may include, but are not limited to: (a) Licensee size as determined by total employee count across all roles and departments, or any other specified factor as of the date the Membership begins; (b) Client size; and (c) Placement Types.
15. “Site” means www.lensdistortions.com.
16. “Synchronization Rights” means the right to synchronize the Composition embodied in the Musical Work with audiovisual works embodied in a Project.
17. “User” means any employee or independent contractor of Licensee who will use the Assets.

1. Subject to this Agreement and Licensee’s compliance with the applicable Purchase Conditions, Lens Distortions grants to Licensee a limited, non-exclusive, non-transferable, worldwide License to use and, subject to the restrictions below, modify the Assets. The License granted herein is expressly contingent upon Licensee’s ongoing compliance with all applicable Purchase Conditions.
2. The License includes Synchronization Rights and Master Use Rights, permitting Licensee to incorporate the Musical Work into audiovisual Projects as provided in this Agreement. No other rights are granted to Licensee unless expressly stated in this Agreement. Except as set forth in this Agreement in connection with a Podcast, this Agreement does not grant Licensee any right to: (a) digitally transmit any part of the Musical Work through music streaming services such as Spotify; (b) reproduce or distribute a Musical Work in audio-only formats in any configuration (e.g., CDs, vinyl, or digital downloads); or (c) otherwise exploit the Musical Works separate and apart from a Project.
3. Assets may only be used for Client Projects pursuant to a Product, Membership, or Extended License that includes sufficient Purchase Conditions for that Client.
4. The Assets may only be downloaded to computers, mobile devices, storage devices, or cloud accounts owned or controlled by Licensee or the Users of such computers, mobile devices, storage devices, or cloud accounts.
5. Licensee may not store Assets where third parties without a License can access such Assets. Group buying or sharing Memberships among multiple third-parties (including independent contractors, except to the limited extent provided in Subsection 2.6 below) is prohibited and constitutes willful copyright infringement.
6. Licensee may temporarily furnish the Assets to third parties who are providing services to Licensee in connection with a Project, provided that such third parties may not retain or use the Assets for any other purpose, and Licensee must disable their access to the Assets immediately upon completion of the Project. Licensee shall remain fully responsible for, and shall indemnify, defend, and hold harmless Lens Distortions from any damages arising out of, such third parties’ misuse of the Assets beyond the scope of this Section 2.
7. Licensee may provide the Assets to Licensee’s Clients only in the context of a completed Project in which the Assets are integrated therein and only for such Client’s use in and to the completed Project.
8. Lens Distortions will use commercially reasonable efforts to ensure that the Assets are available to Licensee through the Site. Lens Distortions makes no representations or warranties that all Assets or Site pages will be available at all times.
9. Lens Distortions reserves all rights not expressly granted to Licensee hereunder.

1. Subject to this Agreement, Lens Distortions grants Licensee a limited right to create a Modified Asset solely for incorporation into Licensee’s Projects. A Modified Asset may only be used as part of Licensee’s Projects and in accordance with the applicable License. Licensee shall not distribute, sell, or grant any license for Modified Assets as a standalone item that is separate from Licensee’s Projects. All limitations and restrictions in this Agreement regarding the use of Assets apply equally to Modified Assets. Licensee shall contact [email protected] for clarification if Licensee is unsure whether an adaptation or modification is permitted prior to making any such adaptations or modifications.
   1. With respect to any Master embodied in a Musical Work and embodied in a Project, Licensee may: (a) edit, loop, fade, and or adjust the length of the applicable Master; (b) adjust volumes, EQ, compression, or other audio parameters for the entire Master, as applicable; (c) layer multiple Masters together; or (d) add reverb, delay, or other audio effects to the applicable Master.
   2. With respect to any visual Asset (“Visual Asset”) embodied in a Project, Licensee may: (a) adjust opacity, scale, position, or rotation of the applicable Visual Asset; (b) perform color correction or grading of the Visual Asset; (c) mask or crop the Visual Asset; (d).blend Visual Assets with other visual elements; or (e).adjust playback speed of the Visual Asset, if applicable.
2. The following adaptations or modifications and Derivative Work(s) are prohibited:
   1. With respect to any Musical Work, Licensee shall not: (a) sample, interpolate or loop any part of the Musical Work to produce any other master sound recordings as a Derivative Work; (b) process or run any Musical Work through any automated tool, software, algorithm, service, or system designed to create Derivative Works, variations, or alternative versions of such Musical Work, including but not limited to style transfer applications, generative design tools, audio extraction tools, or content manipulation platforms; (c) reproduce or upload any Musical Work, in whole or in part, to any generative artificial intelligence (“AI”) platform for the purpose of generating any Derivative Work(s) of such Musical Work (d) create remixes or substantially altered versions of such Musical Works that could reasonably be confused with such Musical Work; (e) add vocal performances to the Musical Work to create a standalone master sound recording; (f) sample portions of the Master embodied in a Musical Work to create a new master sound recording Derivative Work; (g) interpolate the Composition in a Musical Work to create a new musical composition Derivative Work; (h) create any music production library or catalog derived from the Musical Works; or (i) use Lens Distortions’ Musical Works, in whole or in part, in Licensee’s own music production library of any sort.
   2. With respect to Visual Assets, Licensee shall not: (a) extract individual elements of such Visual Assets to create new stock footage Derivative Work; (b) process or run any Visual Assets through any automated tool, software, algorithm, service, or system designed to create Derivative Works, variations, or alternative versions of such Visual Assets, including but not limited to style transfer applications, generative design tools, visual extraction tools, or content manipulation platforms; (c) reproduce or upload the Visual Assets, in whole or in part, to any generative artificial intelligence platform for the purposes of generating any Derivative Work of such Visual Assets; (d) effect visual libraries, catalogs, or collections derived from such Visual Assets; (e) create templates or presets derived from the Visual Assets for distribution; or (f) reverse engineer the Visual Assets to create similar visual effects for distribution.
3. This Agreement does not include the right to alter the fundamental character of any part of the Musical Work (i.e., Master or Composition).

1. With respect to each Membership, Licensee shall pay Lens Distortions the applicable auto-renewing membership fees (“Membership Fees”). Licensee’s size is based on employee count as of the Effective Date for each Product, Membership, or Extended License. Current pricing is available on the pricing page and may change at any time at Lens Distortions’ sole discretion. With an active Membership and payment of all applicable fees, Licensee will receive a limited, revocable, non-exclusive, non-transferable, License to use the Assets in accordance with the selected Membership tier and this Agreement. Memberships allow for up to forty (40) Asset downloads per calendar day. Memberships renew automatically unless Licensee cancels at least forty-eight (48) hours before the end of the then current Term. Membership Fees for each renewal period will be charged to the payment method on file at the start of each renewal Term. In its sole discretion, Lens Distortions may change Membership Fees or update this Agreement at renewal, provided that Lens Distortions provides at least fifteen (15) days prior written notice to Licensee of any such changes. Membership Fees are non-refundable. For questions, contact [email protected].
2. Lens Distortions may offer various Membership plans and tiers, including promotional plans with differing conditions and limitations. Any materially different terms will be disclosed at sign-up, in Lens Distortions’ confirmation of the order delivered after purchase or separately executed with Licensee (“License Details”), or in other communications. Licensee may find specific details regarding its current Membership plans and tiers by visiting the “My Account” section of the Site or referencing the applicable License Details. Lens Distortions may modify, terminate, or amend Membership plans and tiers at any time, which such changes shall take effect upon the applicable renewal Term.
3. The Assets available on the Site (including the Assets made available to Licensee through a Membership) may change at Lens Distortions’ sole discretion. Lens Distortions does not guarantee that all Assets available at the start of a Membership will remain available throughout the Term of the Membership.
4. Previews or “temp tracks” of Musical Works are provided to Licensee for internal testing and Client approval only. Licensee may not use such previews or “temp tracks” for any other purpose, including, without limitation, for any unlicensed use in social media posts, showreels, web video platforms, advertisements, student films, or other use cases.
5. Lens Distortions may offer some Assets on a gratis basis (“Gratis Content”). Gratis Content may be changed or removed from the Site at any time, and Lens Distortions may elect, at any time, to charge for any Gratis Content at its sole discretion.

1. Licensee shall not:
   1. Sell, grant, transfer, sublicense, assign, give away, or otherwise distribute any of the Assets or any rights granted hereunder, in whole or in part, to any other party, except as expressly permitted in this Agreement.
   2. Resell any of the Assets by themselves, in whole or in part, as a Derivative Work, or as part of a package, except solely as incorporated within a Project.
   3. Make any of the Assets available, in whole or in part, in any manner that enables a third party to download such Assets as a separate file.
   4. Make any of the Assets available, in whole or in part, as part of any competing or non-competing product, including, without limitation, as a music production library, stock content, or digital product.
   5. Incorporate any of the Assets, in whole or in part, into Licensee’s own musical compositions or master sound recordings or add vocals to any Musical Work.
   6. Upload any of the Musical Works or Assets (as applicable), in whole or in part, to Spotify, Apple Music, YouTube Music, or any other audio-only streaming service, except insofar as such Musical Works or Assets (as applicable) have been embodied in and used to produce a Podcast in accordance with the definition of “Podcast” herein. For avoidance of doubt, nothing herein shall be deemed to grant to Licensee any right to exploit any of the Musical Works or Assets (as applicable), in whole or in part, separate and apart from such Podcast(s) or allow users on such audio streaming service to access, isolate, or download an audio-only version of such Musical Works separate and apart from such Podcast(s).
   7. Claim to be the author, creator, or copyright holder of any of the Assets or of any derivative work created from the Assets (“Derivative Work”). For avoidance of doubt, Licensee hereby grants and assigns to Lens Distortions all right, title and interest throughout the universe in perpetuity in and to any Derivative Work and Lens Distortions shall claim all rights in and to the copyright of any such Derivative Work(s), including all copyright in and to such Derivative Work(s), including any and all extensions or renewal thereto.
   8. Use any of the Assets in any manner that violates any applicable laws or infringes upon the rights of any third parties, including, without limitation, with respect to any copyright, trademark, or other intellectual property right or any personal, proprietary, contractual or other right whatsoever of any such third party.
   9. Excessively download Assets from the Site; provided, however, Memberships allow for up to forty (40) Asset downloads per calendar day.
   10. Use bots or other automated means to download Assets from the Site.
   11. Remove or modify any copyright notice or other notice included with the Assets.
   12. Attempt to view, read, modify, reverse compile, reverse assemble, disassemble, or print the Assets’ source code, object code, or other objects, or files distributed with the Assets.
   13. Reverse engineer, modify or copy the look and feel, functionality or user interface of any portion of the Site and any of the contents or intellectual property therein.
   14. Reproduce, upload, or use any of the Assets, in whole or in part, to train, develop, test, improve, or otherwise contribute to any AI technology, machine learning, neural networks, deep learning, or similar computational technologies or systems designed to generate new content, including but not limited to using the Assets as training data for such systems or feeding them into generative AI platforms to create similar content. However, this prohibition does not apply to the use of standard business software that incorporates AI features for purposes of editing, enhancing, or otherwise processing the Assets within the scope of a permitted Project.
   15. Use any of the Assets to create, mint, sell, offer for sale, trade, transfer, or distribute NFTs or any other blockchain-based digital assets that incorporate, contain, or are derived from such Assets, whether in their original form or as modified, derivative, or adapted works.
2. Licensee shall be solely responsible for obtaining and ensuring compatibility of any supporting software necessary to use the Assets or Site. Lens Distortions has no obligation to provide supporting software. Obtaining supporting software does not guarantee Licensee’s ability to use the Assets or Site.
3. Licensee represents and warrants that Licensee is the owner of, or has authorization from the owner of, any computer or mobile device onto which Licensee downloads any of the Assets.
4. Any of the Assets, in whole or in part, may not be used in any Project that (a) encourages or displays hate-mongering (including, but not limited to, racial, political, ethnic, religious, gender-based, sexuality-based, or personal hate); or (b) contains pornographic material, sexually explicit material involving minors, or other X-rated adult content.
5. Licensee will only use the Assets to modify videos or other works for which Licensee owns the necessary copyright or has obtained permission from the copyright owner of such videos or other works. Licensee is solely responsible for ensuring proper permissions and rights have been obtained.
6. If a Project incorporating Musical Works is distributed through a medium not owned by Licensee, then Licensee acknowledges and agrees that such medium must have blanket performance licensing in place with the applicable PROs, or a separate performance fee must be negotiated in good faith. With respect to public performances under a blanket license, Licensee shall prepare and submit accurate cue sheets for such audiovisual Project to the appropriate PROs and Lens Distortions upon full execution of a License or within thirty (30) days after the first public exhibition of such audiovisual Project, whichever is later. Cue sheets must include: (a) the title of the Composition(s) embodied in the Musical Work(s); (b) the name of the composer(s); (c) the duration of the use(s); (d) the type of use(s) (background, featured, etc.); and (e) where and when the audiovisual Project will be exhibited or broadcast. Licensee shall submit copies of such cue sheet(s) to the applicable PROs in accordance with their submission requirements and deadlines and promptly, as set forth herein, to the applicable PROs and Lens Distortions. Licensee acknowledges that accurate and timely cue sheet reporting is necessary for Lens Distortions to collect Public Performance Rights royalties through such PROs, as specified in this Agreement. Notwithstanding the foregoing, such License shall be deemed of no force and effect until such time as Lens Distortions has received said cue sheet. Licensee’s cue sheet obligations shall survive the termination of this Agreement with respect to any audiovisual Project(s) that incorporates a Composition in a Musical Work and was created during an active Membership.

1. Lens Distortions retains all right, title, and interest in and to the Assets and all related files, including all copyrights, whether or not the Assets are modified or incorporated into Derivative Works. The Assets are confidential and proprietary to Lens Distortions and are protected by United States and international copyright laws. Any License granted under this Agreement is non-exclusive, and Lens Distortions may grant Licenses for the Assets to third parties at its sole discretion. No ownership rights in the original Assets are transferred to Licensee under this Agreement, regardless of any modifications or adaptations made by Licensee.
2. All limitations and restrictions in this Agreement regarding the use of Assets apply equally to Modified Assets and Derivative Works.
3. Licensee will not claim ownership of any Asset (or otherwise make it available) through any content detection or registration system (such as YouTube’s Content ID or Facebook Rights Manager), even if synchronized with an audiovisual Project or incorporated into a Project. Licensee will exercise good faith efforts to control the use and disclosure of the Assets and may use the Assets only as expressly authorized in this Agreement and for no other purpose.
4. Licensee will not challenge Lens Distortions’ rights in or to the Assets, including in and to the copyrights thereof.
5. If Licensee breaches or attempts to breach this Section 6, Lens Distortions will be entitled to injunctive relief in addition to any other available remedies, as monetary damages may be inadequate.

1. Each License to use Assets under this Agreement will commence on the Effective Date. Memberships will continue for the duration of the active Membership term (unless terminated earlier for cause or as otherwise expressly provided herein for completed Projects) (“Term”). The License and Purchase Conditions associated with any purchased Product are perpetual, unless terminated for cause.
2. With respect to Memberships:
   1. Licensee may cancel the Membership at any time. If Licensee cancels before the end of the then current Term, then such Membership Fees are non-refundable. The License will terminate at the end of the then current Term.
   2. Lens Distortions may, in its sole discretion, suspend or terminate Licensee’s (or any authorized User’s) use of the Assets: (a) due to Licensee’s material breach of this Agreement (including misrepresentation of Licensee Size or Client Size); (b) to prevent damage or degradation of Lens Distortions’ network; (c) to comply with law or governmental order; or (d) to protect Lens Distortions from legal liability or business harm. If suspended, Lens Distortions will restore access to Licensee once the issue is resolved, as determined in Lens Distortions’ sole discretion. Nothing in this Agreement limits Lens Distortions’ rights or remedies, in law or equity, regarding these actions. If Lens Distortions terminates for material breach, all Membership Fees paid are non-refundable.
   3. Upon termination or expiration of the Term in connection with a Licensee’s Membership, Licensee shall cease all use of Assets obtained through that Membership and delete all such Asset files downloaded during the Term in connection with a Licensee’s Membership. Licensee may continue to use completed, published Projects in which such Membership-derived Assets are inextricably integrated, provided those Projects were published during an active Membership. Projects published after the Term of a Membership terminates or expires may be subject to copyright infringement claims or takedowns. Licensee shall, upon Lens Distortion’s request, certify in writing (email sufficing) to Lens Distortions that all applicable Assets obtained through the Membership have been deleted, except for use in any completed, published Projects as permitted by this Agreement. These provisions regarding cessation of use upon Membership termination or expiration apply to Assets obtained through a Membership; Licenses for Assets obtained through a Product purchase are perpetual and remain in effect unless the Product License itself is terminated for cause.

1. Lens Distortions represents and warrants that it holds all right, title, and interest in and to the Assets offered for License on the Site and is the sole rights holder of such Assets, including all copyrights in the Musical Works, including the Composition and Masters thereto.
2. If a third party claims that any of the Assets infringe its copyright or similar intellectual property right, Lens Distortions will, at its expense, defend Licensee against such claim and pay all damages connected with any such third-party claim that has been reduced to a final non-appealable adverse judgment by a court of competent jurisdiction, provided that Licensee promptly notifies Lens Distortions in writing, allows Lens Distortions to control the defense and settlement of such claims, and cooperates as reasonably requested. If such a claim is made or appears possible, Licensee will permit Lens Distortions to modify the Assets to avoid the claim. If modification is not reasonably possible, Licensee will return the Assets upon Lens Distortions’ written request, without further liability. Lens Distortions will have no obligation for claims arising from Licensee’s modification of the Assets or combination with products, data, or apparatus not provided by Lens Distortions. This paragraph states Lens Distortions’ entire obligation to Licensee regarding infringement claims in connection with copyrights or similar intellectual property rights.
3. Lens Distortions does not represent or warrant and expressly disclaims any warranty that (a) information provided by the Site or Assets will be accurate; (b) the Site or Assets will be error-free or accessible at all times; (c) defects will be corrected; (d) the Assets or the servers on which they are hosted are free of viruses or other harmful components; (e) the use or results of the Site or Assets will be correct, accurate, timely, or reliable; or (f) the Site or Assets will be supported on all computer or software systems. Licensee acknowledges that the Site or Assets may be inaccessible or inoperable at times due to factors within or outside Lens Distortions’ control. Lens Distortions may add, remove, or modify the Assets offered for License on the Site at any time without notice. Lens Distortions disclaims liability for any User’s inability to access or use the Site or Assets at any time, location, device, or provider.
4. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SITE AND ASSETS ARE LICENSED “AS IS.” LENS DISTORTIONS MAKES NO WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF QUALITY, PERFORMANCE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THIS DISCLAIMER MAY NOT APPLY TO LICENSEE.

This Agreement, its validity, interpretation and legal effect, shall be governed by the laws of the State of Nebraska, applicable to contracts entered into and performed entirely within the State of Nebraska, without regard to conflict of law principles. Any action arising out of or relating to this Agreement must be brought exclusively in the state or federal courts located in Omaha, Nebraska, which shall have exclusive jurisdiction and venue, and the parties hereto specifically consent to the personal jurisdiction of said courts.

Licensee shall not export, re-export, or transfer the Assets in violation of the United States Export Administration Act or other applicable export laws and regulations (“Export Laws”). Licensee represents and warrants that it is not located in or a citizen of any country subject to embargo under Export Laws and is not otherwise prohibited from receiving the Assets. The License is worldwide, subject to compliance with all applicable laws, including data protection and privacy regulations.

Headings are for convenience only and do not affect interpretation. If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction or by any other legally constituted body having jurisdiction to make such determination, the remainder of this Agreement shall remain in full force and effect. Failure to enforce any right is not a waiver. No third party is an intended beneficiary. Provisions that by their nature should survive termination will do so. Should any of this Agreement be found to be ambiguous in any way, such ambiguity shall not be resolved by construing this Agreement in favor of or against any party hereunder, but rather by construing the terms hereof fairly and reasonably in accordance with the generally accepted meaning of such terms within the entertainment industry.

Licensee shall not assign, transfer, or sublicense this Agreement or any License to Assets granted herein, directly or indirectly, by operation of law or otherwise, without the prior written consent of Lens Distortions. Any purported assignment by Licensee without such prior written consent shall be void ab initio and of no effect whatsoever.

In addition to the Lens Distortions Terms of Service and Privacy Policy as set forth on the Site, this Agreement constitutes the entire terms and conditions affecting the parties hereto with respect to the Assets and subject matter hereof, and supersedes all prior or contemporaneous understandings or agreements, whether written or oral, regarding the Assets and subject matter hereof.