LICENSE AGREEMENT

UPDATED April 6, 2022

This is a license agreement (“Agreement”) between Lens Distortions, LLC (“Lens Distortions”) and You (“Licensee”, “You” or “Your”). If you are entering into this Agreement on behalf of an entity, then you represent and warrant that you have the authority to bind such entity to the terms and conditions of this Agreement. By using our Site and/or downloading Digital Content (as defined below) from us, You agree to be bound by this Agreement. The terms of this agreement apply to any license You purchase from the Site.

1 – Definitions

“Assets” – means the Music, sound effects, visual effects, color profiles and other digital material available for license through the Site.  Assets does not include any tutorials or promotional videos accessible through the Site, nor does it include the Lens Distortions mobile app, which is sold separately and governed by a separate agreement.

“License” – means the rights granted by Lens Distortions to You to use the Assets as described in Section 2 of this Agreement and pursuant to the terms of this Agreement.

“Membership” – means any subscription plan offered through the Site.

“Music” – means an individual piece of recorded music available for License through the Site.

“Project” – means an audio/visual project to which Assets are added or synchronized. 

“Site” – means the Lens Distortion website found at www.lensdistortions.com.

“User” – means any person at Your company (employee or contractor) who will work with the Assets.

2 – Limited User License

Subject to, and in accordance with, the terms of this Agreement, by starting a Membership on our Site, Lens Distortions grants You the limited, non-exclusive, non-transferable, worldwide right and license, to modify (subject to related restrictions) and use the specific Assets included in your Membership in accordance with the terms and conditions of the Agreement.

The Assets are for Your own personal or organizational usage only. You may use the Assets for Your personal Projects and/or professional Projects You undertake for Your clients, subject to the terms of the specific License You purchase.

The Assets may only be downloaded onto computers, mobile devices, storage devices or cloud accounts owned by You personally or by the entity for whom You are entering this Agreement on behalf of. 

You may not store the Assets anywhere that is accessible by third parties who have not purchased a license. Group buys, where multiple parties pool funds to purchase a Membership, are expressly prohibited and void Your License.

You may temporarily furnish specific files from the Assets to specific third parties only in furtherance of a Project executed by You for which You have officially contracted them as a service provider (such as for Audio Mixing or Color Grading) and such third parties may not retain any Assets files for their own personal or professional use. You agree to disable access immediately upon completion of the Project and they shall have no license to use the Assets in any other projects, regardless of their relationship to You.

You may provide the Assets to Your clients only in the context of a completed Project in which the Assets are inextricably integrated and only for such client’s use as the completed Project.

With any of our licenses, You may use the Assets in Projects that you distribute on online video platforms, but Lens Distortions retains full ownership of the Assets and all related files. You may not claim ownership of the Assets (or otherwise make it available) through any content detection and/or registration system (such as YouTube’s Content ID or Facebook Rights Manager), even if synchronized with Your own Project. Additionally, You may be required to provide proof of Your Lens Distortions License when uploading videos that utilize the Assets to online video platforms.

3 – Payment and Access

In consideration of the Membership You purchase, You hereby agree to pay Lens Distortions a certain auto-renewing license fee according to our Site rates. Please see our individual pricing pages for current pricing. All prices are subject to change.

Lens Distortions does not provide refunds for lack of usage, dissatisfaction, or forgetting to cancel before Your Membership automatically renews. Once You have purchased a Membership, a sale is considered final. Without altering the foregoing, if you have any concerns regarding your Membership, our Site, or any of our Assets, please contact us at help@lensdistortions.com.

Memberships – All assets on the site are offered exclusively through auto-renewing subscription plans called Memberships. If You choose to purchase a Membership from Lens Distortions, then you will be able to use an unlimited (except as otherwise qualified in this Section) number of Assets on the Site pursuant to the rules of the specific Membership you selected.  Please review the specific terms of your Membership and the applicable License level for more information.  Subject to, and in accordance with, the terms and conditions set forth in this Agreement, and conditioned upon proper and continued payment of any applicable Membership fees, the Company hereby grants you a limited, revocable, non-exclusive, non-transferable, royalty-free license to use the Assets provided by Lens Distortions in video projects and podcasts.  To prevent abuse and ensure stable access to assets for all users, all Memberships are capped at forty (40) Asset downloads per day.  Your purchase of a Membership is subject to the terms of this Agreement and to any other additional terms and conditions set forth in writing by Lens Distortions in connection with your purchase.  In purchasing a subscription, you agree to pay to Lens Distortions the relevant recurring fee (the “Membership Fee”) as provided in the specific terms of your Membership.  The Membership Fee for the initial annual term of your Membership is due and payable at the time of purchase.  Your Membership will automatically renew for additional subscription periods unless you manually cancel the Membership from within your account settings at least forty-eight (48) hours prior to the end of the then-current subscription period.  Membership Fees for each renewed subscription period shall be automatically processed and charged (as well as any applicable taxes) to the credit card or other payment mechanism associated with your account on the first day of the new subscription period. Membership Fees are non-refundable. Lens Distortions does not guarantee that you will be notified before automatic renewal. Lens Distortions reserves the right, at its sole discretion, to alter the amount of the Membership Fee, with or without notice to You, to be effective upon the renewal of your Membership for the next applicable period. Please see our pricing page for current pricing.

Assets – The Assets offered on the Site are subject to change based on Lens Distortions sole discretion. Though most assets are offered on an ongoing basis, Lens Distortions does not guarantee that all Assets offered at the time you start a Membership will be available for the duration of the Membership.

Music Previews – Previews or so-called “temp tracks” of certain Music tracks are available for download on the Site for internal testing and client approval purposes only. These previews cannot be used for any other purpose including, but not limited to, any unlicensed use in social media posts, showreels, web video platforms (Youtube, Vimeo, etc.), advertisements, student films, etc.

Free Content – Lens Distortions may make some Assets available for free (the “Free Content”). Lens Distortions does not guarantee that any portion of the Assets will always be available for free and reserves the right to begin charging for any portion of the Free Content at any time. 

Below are placement and access details for each License, followed by specific terms applicable to all License types:

Membership – Single User

SUBSCRIPTION LICENSE

This is the default License that applies to all Memberships on our Site unless otherwise noted.

This License allows a single person to synchronize the Assets in visual projects in the following ways/places:

  • Client, corporate, wedding, and personal projects
  • Unlimited Project budgets
  • Monetized YouTube videos
  • All forms of advertising
  • Unlimited advertising budgets
  • Websites and social media (YouTube, Vimeo, Facebook, Instagram, etc.)
  • Podcasts (including audio-only podcasts)
  • Film festival submissions
  • THIS MEMBERSHIP CANNOT BE SHARED BY MULTIPLE PEOPLE
  • NO OTT OR VOD (NETFLIX, HULU, PRIME VIDEO, ETC.)
  • NO TV PROGRAMMING OR THEATRICAL RELEASES

Elite Membership

SUBSCRIPTION LICENSE

Our Elite Membership is for anyone needing extended placements and/or who wants to share a Membership among multiple Users within the same organization.

This License allows a specified number of Users to use Assets in visual Projects in the following ways/places:

  • Unlimited Project budgets
  • Unlimited advertising budgets
  • All placements
  • All forms of advertising
  • Monetized Youtube Videos
  • Websites and social media (YouTube, Vimeo, Facebook, Instagram, etc.)
  • Client, corporate, wedding, and personal projects
  • Podcasts*
  • TV programming & theatrical releases*
  • Film Trailers
  • Feature Films*
  • VOD (Netflix, Hulu, Prime Video, etc.) and OTT*
  • Can share login with # of Users (employees/contractors of single company) specified with the specific membership plan you purchased*

*Please contact sales@lensdistortions.com to get a custom quote for large teams, placement in major motion pictures, or distribution by major networks.

4 – Your Obligations

You may NOT:

  • sell, redistribute, transfer, sublicense, give away or otherwise assign the Assets or Your rights granted hereunder to any other party, except as otherwise expressly set forth herein.
  • resell the Assets by themselves or as part of a package except solely as embodied within Your Project.
  • resell the Assets (or otherwise make them available) in any manner that would enable a third party to download the Assets as a separate file, such as in e-card templates or website templates.
  • resell the Assets (or otherwise make them available) as part of any competing product such as an instrument library, stock content, or digital product.
  • redistribute the assets as part of an in-app purchase such as a fitness or meditation app.
  • Incorporate the Music into your own songs or musical works or add vocals to the Music.
  • sell the Music (or otherwise make it available) as, or as part of, Your music or as Your song, even if it has been transformed or edited, or if You add other instruments or vocals to the Music.
  • upload the Music to Spotify, Apple Music, YouTube music, or any other audio only streaming service.
  • claim to be the creator or copyright holder of the Assets or of any derivative work created from the Assets.
  • use the Assets in any way or for any purpose that would violate, or would have the effect of violating, any applicable local, state and federal laws, rules or regulations or any rights of any third-parties.
  • Use bots to download Assets from the Site.
  • remove or modify any copyright or other notice contained or included on or with the Assets.
  • attempt to view, read, modify, reverse compile, reverse assemble, disassemble or print the Assets’ source code or object code or other runtime objects or files distributed with the Assets.
  • otherwise reverse engineer, modify or copy the look and feel, functionality or user interface of any portion of the Assets or the Site.

You are solely responsible for obtaining any supporting software necessary to utilize the Assets (for example, Adobe Premiere or Photoshop) and You shall be solely responsible to determine the abilities and capabilities of such software, including, but not limited to, the compatibility of such supporting software with the Assets.  Licensor shall have no obligation to provide supporting software necessary to operate the Assets.  No purchase or obtaining of any supporting software shall be construed to guarantee Your ability to operate or utilize the Assets.

You represent and warrant that you are the owner of the computer or mobile device onto which you have downloaded and installed the Assets, or the owner of the computer or mobile device has authorized you to do so. 

The Assets may not be used in any Project that (a) encourages or displays any types of hate-mongering (i.e., racial, political, ethnic, religious, gender-based, sexuality-based or personal, etc.), or (b) contains pornographic material, sexually explicit material with minors or other x-rated adult content.

You may only use the Assets to modify videos, or other works in which you own the copyright or you otherwise have the permission from the copyright owner to modify the work. You are solely responsible for ensuring that you have the proper permissions to use the Assets to modify a particular video, or other work. By using the Assets on a particular work, you are representing and warranting to Lens Distortions that you have all necessary permissions to modify that work. Do not use the Assets to infringe on another person or entity’s copyright.

5 – Ownership

You hereby acknowledge and agree that Lens Distortions is and remains the owner of all right, title and interest in the Assets, including without limitation any copyrights therein. The Assets are confidential and proprietary to Lens Distortions and are protected by and subject to United States and international copyright laws.  You agree to exercise good faith efforts to control the use and disclosure of the Assets.  Any License purchased under this Agreement is non-exclusive and Lens Distortions retains the right to sell licenses for the Assets to third parties at its sole discretion.  You shall not use the Assets for any purpose other than in furtherance of Your authorized use of such items as described in this Agreement.  Any other use of the Assets is expressly prohibited.

You agree not to challenge Lens Distortion’s rights in and to the Assets, including, but not limited to, copyrights in the Assets.

You hereby acknowledge and agree that, in the event You breach or attempt to breach any of the provisions of this Section 5, Lens Distortions will not have an adequate remedy in money or damages and shall have the right, in addition to such other remedies that may be available, to injunctive relief enjoining such breach or attempt to breach.

6 – Term, Cancellation, and Upgrades/Downgrades

Subject to the terms of this Section below, any individual License to use Assets under this Agreement will commence on the date You start a Membership and continue until the end of your Membership term or until Lens Distortions revokes the License. 

Subject to the terms of this Agreement, you may cancel Your Membership at any time; however, in the event you cancel your Membership prior to the end of the applicable Membership period Your Membership Fees are not refundable, and you will not be entitled to a return of any part of your Membership Fees. If you choose to cancel, your License will terminate at the end of the current Membership period you’ve already paid for.

Upon termination, You must cease use of any and all Assets and delete any Asset files you downloaded during the subscription period; provided, that, You may continue to use any completed, published Projects in which Assets are inextricably integrated. Projects published (for you and your clients) during an active Membership are licensed forever. Please register your YouTube channel with your account and/or use our License Code system to avoid unnecessary issues when publishing projects. Projects published after your Membership lapses are subject to copyright claims and takedowns.

Termination of License.

Any License purchased under this Agreement may be terminated by Lens Distortions, in its sole discretion, immediately upon notice to You if You materially breach any terms or conditions of this Agreement.

Upon termination under this Section 6, You will cease all further use of the relevant Assets. Upon request of Lens Distortions, You will certify in writing to Lens Distortions that You are no longer using any applicable Assets previously licensed hereunder, except for any completed, published Projects which are hereunder allowed to be used in accordance with the terms of this Agreement.

Suspension of Access.  Lens Distortions makes all commercially reasonable efforts to make sure that all the Assets that comprise its Site are available at all times.  However, Lens Distortions makes no representations or warranties that all Assets or pages of the Site will be available at all times. Lens Distortions may suspend or terminate (where appropriate), as determined in Lens Distortions’ sole discretion, Your use, or any authorized user’s use, of the Assets at any time in order to: (a) prevent damages to, or degradation of the integrity of, Lens Distortions’ Internet network; (b) comply with any law, regulation, court order, or other governmental request or order which requires immediate action; or (c) otherwise protect Lens Distortions from potential legal liability or harm to its business. In the event of a suspension, Lens Distortions will promptly restore use of the Assets to You as soon as the event giving rise to the suspension has been resolved as determined in Lens Distortions’ sole discretion.  Nothing contained in this Agreement will be construed to limit Lens Distortions’ actions or remedies or act as a waiver of Lens Distortions’ rights in any way with respect to any of the foregoing activities.

7 – Representations, Warranties, or Disclaimers

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 right holder in respect of such Assets (including without limitation in the copyright in the compositions, the sound recordings and the performing rights in the Music) and that the exercise by You of the rights granted hereunder shall not infringe the copyright of any third party copyright holder. 

If a third party claims that the Assets infringes its patent, copyright or trade secret, or any similar intellectual property right, Lens Distortions will defend You against that claim at Lens Distortions’ expense and pay all damages that a court finally awards, provided that You promptly notify Lens Distortions in writing of the claim, and You allow Lens Distortions to control, and You cooperate with Lens Distortions in, the defense of any related settlement negotiations.  If such a claim is made or appears possible, You agree to permit Lens Distortions to modify the Assets in order to attempt to avoid such claims.  If Lens Distortions determines that this alternative is not reasonably available, You agree to return the Assets on Lens Distortions’ written request, and without any further liability or obligation of Lens Distortions.  Further, Lens Distortions shall have no obligation whatsoever for any claim based on Your modification of the Assets or Your combination, operation, or use with any product, data or apparatus not specified or provided by Lens Distortions.  THIS PARAGRAPH STATES LENS DISTORTIONS’ ENTIRE OBLIGATION TO YOU WITH RESPECT TO ANY CLAIM OF INFRINGEMENT.

Lens Distortions does not represent or warrant and expressly disclaims any warranty that (i) any information provided by the Site or Assets will be accurate, (ii) the Site or Assets will be error-free or accessible at all times, (iii) defects will be corrected, (iv) the Site or Assets or the server that makes the Site or Assets available, are free of viruses or other harmful component, (v) the use or the results of the use of the Site or Assets will be correct, accurate, timely, or otherwise reliable, or (vi) that the Site or Assets will be supported on all computer or software systems. It is expressly understood by all users that the Site or Assets may from time to time be inaccessible, inoperable, or may not provide all features as a result of multiple factors which may or may not be within Lens Distortions’ control.  It is further acknowledged and agreed by You that Lens Distortions may add, subtract, amend, modify and remove Assets available on the Site at any time, and from time to time, in its sole discretion, without any notice to You.  Lens Distortions disclaims any liability as a result of any user’s inability to access or use the Site or Assets at a particular time, location, on a particular device, or using a particular wireless provider.

EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SITE AND ASSETS ARE LICENSED “AS IS” AND THERE ARE NO WARRANTIES, CLAIMS, OR REPRESENTATIONS MADE BY LENS DISTORTIONS EITHER EXPRESS, IMPLIED, OR STATUTORY, WITH RESPECT TO THE SITE AND/OR ASSETS, INCLUDING WARRANTIES OF QUALITY, PERFORMANCE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, NOR ARE THERE ANY WARRANTIES CREATED BY COURSE OF DEALING, COURSE OF PERFORMANCE, OR TRADE USAGE. LENS DISTORTIONS DOES NOT WARRANT THAT THE SITE AND/OR ASSETS AND DELIVERABLES WILL MEET YOUR NEEDS OR BE FREE FROM ERRORS, THAT THE OPERATION OF THE SITE AND/OR ASSETS WILL BE UNINTERRUPTED, AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SITE AND/OR ASSETS, OR AS TO THE ACCURACY, RELIABILITY, OR CONTENT OF ANY INFORMATION OR PRODUCTS PROVIDED THROUGH THE SITE AND/OR ASSETS. THE FOREGOING EXCLUSIONS AND DISCLAIMERS ARE AN ESSENTIAL PART OF THIS AGREEMENT AND FORMED THE BASIS FOR DETERMINING THE PRICE CHARGED FOR THE SITE AND/OR ASSETS. SOME STATES DO NOT ALLOW EXCLUSION OF AN IMPLIED WARRANTY, SO THIS DISCLAIMER MAY NOT APPLY TO YOU.

8 – Limitation of Liability

You accept sole and complete responsibility for:  (i) the selection of the Assets to achieve Your intended results; (ii) Your use; (iii) the use of any work product or materials produced using the Assets, and (iv) the results obtained from the Assets.  LENS DISTORTIONS WILL NOT BE LIABLE TO YOU OR ANY THIRD-PARTY FOR ANY (A) INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, (B) LOSS OF PROFITS, (C) LOSS OF DATA OR INFORMATION, OR (D) REPUTATIONAL HARM, WHETHER BASED ON A CLAIM OR ACTION OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR OTHER TORT, BREACH OF ANY STATUTORY DUTY, INDEMNITY OR CONTRIBUTION, OR OTHERWISE, EVEN IF LENS DISTORTIONS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE LIMITATIONS OR EXCLUSIONS IN THIS PARAGRAPH MAY NOT APPLY TO YOU. NOTWITHSTANDING ANYTHING SET FORTH HEREIN TO THE CONTRARY, The total liability of Lens Distortions under this Agreement arising from Your use of any ASSETS shall be limited to the license fee paid by You for such ASSETS. You hereby agree that this license is granted to You without any other warranty or recourse.

9 – Governing Law and Venue

The interpretation and enforcement of this Agreement shall be determined by the laws of the State of Nebraska, without regard to such state’s choice of law principles. The parties hereby agree that any suit to enforce any provisions of this Agreement, or arising out of or based upon this Agreement, must be brought in any state or federal court located in the City of Omaha, Nebraska, which courts shall have exclusive jurisdiction and venue over any such actions.

10 – Export

You agree that the Assets will not be shipped, transferred, or exported into any country or used in any manner prohibited by the United States Export Administration Act or any other export laws, restrictions or regulations (collectively the “Export Laws”). In addition, if the Assets are identified as export controlled items under the Export Laws, you represent and warrant that you are not a citizen, or otherwise located within, an embargoed nation and that you are not otherwise prohibited under the Export Laws from receiving the Assets. All rights to use the Assets are granted on condition that such rights are forfeited if you fail to comply with the terms of this agreement.

11 – Miscellaneous

The paragraph headings in this Agreement are for convenience only, and they form no part of the Agreement and shall not affect the interpretation thereof.  If any provision of this Agreement shall be held illegal, void, or unenforceable, the remaining portions shall remain under full force and effect.  The delay or failure of either party to exercise any right under this Agreement or to take action against the other party in the event of a breach of this Agreement shall not constitute a waiver of such right, or any other right, or of such breach, or any future breaches, under this Agreement.  You and Lens Distortions agree that no other party is an intended third-party beneficiary of this Agreement.  

Survival.  Sections 1, 2, 3, 4, 5, 7, 8, 9, 10 and 11, and all analogous terms which are of an ongoing nature and/or which, by their nature and context, should reasonably be expected to survive the expiration or earlier termination of this Agreement will survive termination or expiration of this Agreement.

12 – Assignment

You 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 express written consent of Lens Distortions.  Any assignee shall continue to retain services and assume all rights and obligations under this Agreement.

13 – Complete Terms and Conditions

In addition to the Lens Distortions Terms of Service and Privacy Policy, this Agreement constitutes the entire terms and conditions affecting the parties with respect to the Assets and supersedes any and all prior or contemporaneous understandings or agreements, whether written or oral, regarding the Assets.