This Lens Distortions License Agreement (“License”) sets forth the terms and conditions by which Lens Distortions, LLC (“Licensor”) is willing to grant you (“Licensee”, “You” or “Your”) a limited license to use the Digital Content (as defined below). PLEASE READ THIS LICENSE CAREFULLY. BY DOWNLOADING THE DIGITAL CONTENT, YOU AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS LICENSE. IF YOU DO NOT WISH TO AGREE TO ANY OF THESE TERMS OR CONDITIONS, DO NOT DOWNLOAD THE DIGITAL CONTENT.
NOTE: The Digital Content may be used to modify or reproduce certain photographs, videos, or other works. It is licensed to You only for modification or reproduction of non-copyrighted materials, materials in which You own the copyright, or materials You are authorized or legally permitted to modify or reproduce. If You are uncertain about Your right to modify, copy, or permit access to any work, You should contact Your legal advisor.
1.1. “Deliverables” means all services and materials, and the related benefits, available from time to time, from and as determined in the discretion of, Licensor or its authorized affiliates, for use in connection with the Digital Content (including, but not limited to, product maintenance and support and updates, if any).
1.2. “Digital Content” means the particular image files, video files, templates, project files, data files, and other digital products available through the Lens Distortions website, along with any related materials, modifications, and updates, if any, provided by Licensor to You. Digital Content does not include any product tutorials accessible through the Website.
1.3. “User License“ means the right granted by Licensor to You to use the Digital Content and any applicable Deliverables, as described in Section 2 of this License and pursuant to the terms of this License.
2. Limited User License
2.1. Subject to, and in accordance with, the terms of this License, and upon any required payment(s), Licensor grants to You, and You accept from Licensor, a limited, non-exclusive, non-transferable license to download and use the Digital Content and any Deliverables. Licensor reserves all rights not expressly granted to You hereunder.
2.2. Licensor and Licensee may agree to additional transaction-specific terms regarding Your use of the Digital Content and may modify certain terms contained in this License, including modifying the number of permitted users. The terms of any such agreement must be set forth in an Exhibit A to this Agreement, which is expressly incorporated into this License by this reference. To the extent the terms of this License conflict with any terms set forth in Exhibit A, Exhibit A will govern.
2.3. You may use the Digital Content solely for Your own personal use. This User License for use of the Digital Content is registered to You and may only be used by You.
2.4. The User License granted to You under this License is conditioned upon Your compliance, and the compliance of any other users permitted under Exhibit A (if any), with the terms of this License.
2.5. Subject to Exhibit A (if any), the Digital Content may only be downloaded onto 2 computers or mobile devices at any one time.
2.6. You may make one copy of the Digital Content solely for back-up purposes. All copies of the Digital Content, including (without limitation) translations, compilations and partial copies are governed by this License.
2.7. The Digital Content may not be transferred to any third parties through networked computers without written permission from Lens Distortions.
3.1. If you purchased the Digital Content through the Lens Distortions website, www.lensdistortions.com (the “Website”), the particular payment terms of your purchase are set forth on the website page upon which you placed your order. If you did not purchase the Digital Content through the Website, the payment terms will be set forth in an Exhibit A to this License.
3.2. Lens Distortions may make some Digital Content and any Deliverables available for free (the “Free Content”). Lens Distortions does not guarantee that any portion of the Digital Content will always be available for free and reserves the right to begin charging for any portion of the Free Content at any time.
3.3. Prices are subject to change.
3.4. Lens Distortions does not guarantee refunds for lack of usage or dissatisfaction.
4. Licensee’s Obligations
4.1. You are solely responsible for obtaining any supporting software necessary to utilize the Digital Content (for example, 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 Digital Content. Licensor shall have no obligation to provide supporting software necessary to operate the Digital Content. No purchase or obtaining of any supporting software shall be construed to guarantee Your ability to operate the Digital Content.
4.2. You represent and warrant that you are the owner of the computer or mobile device onto which you have downloaded any installed the Digital Content, or the owner of the computer or mobile device has authorized you to do so.
4.3. You must use the Digital Content in accordance with any and all applicable local, state and federal laws.
4.4. You may use, modify, and incorporate the Digital Content into your own work. For example, you can make a movie with the Digital Content and distribute the ﬁnal ﬁlm on DVD or theatrical release. You may not sell, redistribute, incorporate in a separate product, or give the Digital Content to anyone. You may not sell or incorporate the work for distribution on stock footage websites with things like elements, projects ﬁles, template, layers, etc.
4.5. The Digital Content may not be used with or within a production involving promotion or exploitation of illegal aﬀairs.
4.6. You must comply with applicable third-party terms of service when using the Application, including any terms required by your mobile carrier or device manufacturer.
4.7. You will not use the Digital Content in any way or for any purpose that would violate, or would have the effect of violating, any applicable laws, rules or regulations or any rights of any third-parties, including without limitation, any law or right regarding any copyright, patent, trademark, trade secret, or other proprietary or property right, false advertising, telemarketing, unfair competition, defamation, invasion of privacy, rights of celebrity, or other federal or state law, rule, or regulation.
4.8. You may only use the Digital Content to modify photographs, 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 Services to modify a particular photograph, video, or other work. By using the Digital Content 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 Digital Content to infringe on another person or entity’s copyright.
5. Proprietary Rights
5.1. You agree and acknowledge that:
5.1.1. The Digital Content, together with its code, sequences, organization and structure, any documentation, data, Deliverables or other materials supplied by Licensor to You, are and at all times shall remain, the exclusive property of Licensor, or Licensor’s affiliates, contractors, or partners, even after delivery of the same to You.
5.1.2. The Digital Content and all other documentation, data or other materials supplied by Licensor to You, are confidential and proprietary to Licensor, protected by federal and state laws, and of substantial value to Licensor; You shall exercise good faith efforts to control the use and disclosure of such items. You shall not use such items for any purpose other than in furtherance of Your authorized use of the Digital Content as described in this License. Any other use of the Digital Content is expressly prohibited.
5.1.3. The Digital Content is protected by U.S. and international copyright laws and other state and federal laws relating to trade secrets, proprietary information, and other intellectual property.
5.1.4. With respect to the Digital Content, or any copy, adaptation, transcription or portion thereof, You shall not, and shall not permit others to, directly or indirectly:
18.104.22.168.copy, duplicate, or furnish to anyone, any physical or electronic version thereof, with the exception of backing up for internal business use; or
22.214.171.124.remove any copyright or other notice contained or included thereon or therewith;
5.1.5. You shall notify Licensor immediately of the unauthorized possession, use or knowledge of any item supplied to You pursuant to this License.
5.1.6. You shall not challenge Licensor’s rights in and to the Digital Content, including, but not limited to, copyrights in the Digital Content.
5.1.7. The grant of the User License is not, and shall not be construed as, a grant of any right to You to use, receive or view, copies of source code, schematics, master copies, design materials or other information used by You in creating, developing or implementing the Digital Content, including Updates or modifications thereto. Without limiting the foregoing, You shall have no rights to receive any source code for the Digital Content and shall not reverse engineer, disassemble or decompile, or otherwise attempt to derive source code for the Digital Content for any purpose.
5.1.8. You shall keep the Digital Content and all other property of Licensor free and clear of any and all claims, liens, and encumbrances.
5.2. You hereby acknowledge and agree that, in the event You breach or attempt to breach any of the provisions of this Section 5, Licensor 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.
5.3. Without a separate written agreement with Licensor to the contrary, You must not do, or permit others to do, any of the following: (a) copy or modify the Digital Content in any way, except as expressly permitted in this License; (b) remove or modify Licensor’s copyright notices, trademark, logo, legend or other notice of ownership from any originals or copies of the Digital Content or Deliverables; (c) attempt to view, read, modify, reverse compile, reverse assemble, disassemble or print the Digital Content’s source code or object code or other runtime objects or files distributed with the Digital Content or Deliverables; (d) otherwise reverse engineer, modify or copy the look and feel, functionality or user interface of any portion of the Digital Content; (e) rent, lease, distribute (or redistribute), provide or otherwise make available the Digital Content, in any form, to any third party (including in any service bureau or similar environment); (f) use the Digital Content to process the data of third parties (whether on an outsourcing, service bureau, or other basis); (g) use, install, or make available the Digital Content, in whole or in part, through a wide area network including but not limited to World Wide Web sites, intranets, or Application Service Providers (ASP), or (h) use the Application or Services to infringe on any person’s copyright. In addition, You will not violate or attempt to violate the security of Licensor’s networks or servers, including (x) access data not intended for You or log into a server or account which You are not authorized to access; (y) attempt to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper written request and authorization; or (z) attempt to interfere with service to any user, host or network, including by means of submitting a virus, overloading, flooding, spamming, mail bombing or crashing.
5.4. If a third party claims that the Digital Content infringes its patent, copyright or trade secret, or any similar intellectual property right, Licensor will defend You against that claim at the Licensor’s expense and pay all damages that a court finally awards, provided that You promptly notify Licensor in writing of the claim, and You allow Licensor to control and You cooperate with Licensor in, the defense or any related settlement negotiations. If such a claim is made or appears possible, You agree to permit Licensor to modify the Digital Content in order to attempt to avoid such claims. If Licensor determines that this alternative is not reasonably available, You agree to return the Digital Content on the Licensor’s written request, and without any further liability or obligation of Licensor. Further, Licensor shall have no obligation whatsoever for any claim based on Your modification of the Digital Content or Your combination, operation, or use with any product, data or apparatus not specified or provided by the Licensor. THIS PARAGRAPH 5.4 STATES LICENSOR’S ENTIRE OBLIGATION TO YOU WITH RESPECT TO ANY CLAIM OF INFRINGEMENT.
6. Term and Termination
6.1. Subject to the terms of subsections 6.2 and 6.3 below, the User License to use the Digital Content under this License will commence on the date You purchase or download the Digital Content, whichever is earlier, and continues indefinitely until Licensor revokes this License or Licensee deletes the Digital Content and terminates the License.
6.2. Termination of License.
6.2.1. This License, including the License for the Digital Content and Deliverables provided hereunder, may be terminated by Licensor, in its sole discretion, immediately upon notice to You if You materially breach any terms or conditions of this License.
6.2.2. Upon termination under this subsection 6.2, You will cease all further use of the Digital Content and Deliverables. Upon request of Licensor, You will certify in writing to Licensor that You are no longer using any applicable Digital Content previously licensed hereunder.
6.3. Suspension of Access. Licensor may suspend or terminate (where appropriate), as determined in Licensor’s discretion, Your use or any authorized user’s use of the Digital Content or the Deliverables at any time in order to: (a) prevent damages to, or degradation of the integrity of, Licensor’s Internet network; (b) comply with any law, regulation, court order, or other governmental request or order which requires immediate action; or (c) otherwise protect Licensor from potential legal liability or harm to its business. Licensor will use commercially reasonable efforts to notify You of the reason(s) for such suspension or termination action as soon as reasonably practicable. In the event of a suspension, Licensor will promptly restore use of the Digital Content to You as soon as the event giving rise to the suspension has been resolved as determined in Licensor’s sole discretion. Nothing contained in this License will be construed to limit Licensor’s actions or remedies or act as a waiver of Licensor’s rights in any way with respect to any of the foregoing activities.
6.4. Survival. Sections 1, 2, 3.4, 4, 5, 8, 9, 10, 11, 12, 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 License will survive termination or expiration of this License.
7. Maintenance and Support
7.1. Licensor is not under any obligation to provide maintenance or support for the Digital Content. Licensor may provide maintenance or support for the Digital Content in Licensor’s sole discretion.
8. Representations, Warranties, or Disclaimers
8.1. Lens Distortions does not represent or warrant and expressly disclaims any warranty that (i) any information provided by the Digital Content or Deliverables will be accurate, (ii) the Digital Content or Deliverables will be error-free or accessible at all times, (iii) defects will be corrected, (iv) the Digital Content or Deliverables or the server that makes the Digital Content or Deliverables available, are free of viruses or other harmful component, (v) the use or the results of the use of the Digital Content will be correct, accurate, timely, or otherwise reliable, or (vi) that the Digital Content or Deliverables will be supported on all computer or software systems. It is expressly understood by all users that the Digital Content or Deliverables may be 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. Lens Distortions disclaims any liability as a result of any user’s inability to access or use the Digital Content or Deliverables at a particular time, location, on a particular device, or using a particular wireless provider.
8.2. THE DIGITAL CONTENT AND DELIVERABLES 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 DIGITAL CONTENT AND DELIVERABLES, 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 DIGITAL CONTENT AND DELIVERABLES WILL MEET YOUR NEEDS OR BE FREE FROM ERRORS, THAT THE OPERATION OF THE DIGITAL CONTENT AND DELIVERABLES WILL BE UNINTERRUPTED, AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE DIGITAL CONTENT AND DELIVERABLES, OR AS TO THE ACCURACY, RELIABILITY, OR CONTENT OF ANY INFORMATION OR PRODUCTS PROVIDED THROUGH THE DIGITAL CONTENT AND DELIVERABLES. THE FOREGOING EXCLUSIONS AND DISCLAIMERS ARE AN ESSENTIAL PART OF THIS AGREEMENT AND FORMED THE BASIS FOR DETERMINING THE PRICE CHARGED FOR THE SERVICES. SOME STATES DO NOT ALLOW EXCLUSION OF AN IMPLIED WARRANTY, SO THIS DISCLAIMER MAY NOT APPLY TO YOU.
9. Limitation of Remedy and Liability; Indemnification
9.1. You accept sole and complete responsibility for: (i) the selection of the Digital Content to achieve Your intended results; (ii) Your use; (iii) the use of any work product or materials produced using the Digital Content, and (iv) the results obtained from the Digital Content.
9.2. You agree to indemnify and hold Licensor and its employees, officers, directors and affiliates harmless against any and all liability (including damages, recoveries, deficiencies, interest, penalties and reasonable attorney’s fees) to any third parties relating to: (i) Your breach of any of Your obligations, representations and/or warranties under this License; (ii) Your use of the Digital Content or the Deliverables; or (iii) the use by You or any third party of any work product or materials produced using the Digital Content. In such a case, the indemnified party or parties will provide you with written notice of such claim, suit or action. You shall cooperate as fully as reasonably required in the defense of any claim. The indemnified party or parties will reserve the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you.
9.3. 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.
9.4. NOTWITHSTANDING ANYTHING SET FORTH IN THIS AGREEMENT TO THE CONTRARY, LENS DISTORTIONS’ CUMULATIVE LIABILITY TO YOU OR ANY OTHER PARTY FOR ANY LOSS OR DAMAGES RESULTING FROM ANY CLAIMS, DEMANDS, OR ACTIONS ARISING OUT OF OR RELATING TO THIS LICENSE SHALL NOT EXCEED THE GREATER OF (1) THE AGGREGATE FEES PAID BY YOU FOR THE DIGITAL CONTENT SUBJECT TO THIS LICENSE DURING THE PREVIOUS SIX (6) MONTHS, OR (2) ONE HUNDRED AND 00/100 DOLLARS ($100.00).
10.1. You and any Authorized Users shall keep the Digital Content and any other material provided by Licensor hereunder, confidential by treating the Digital Content and related materials as trade secrets, and You shall take reasonably appropriate precautions to maintain the confidentiality of the Digital Content and related materials.
11. Governing Law and Venue
11.1. The interpretation and enforcement of this License 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 License, or arising out of or based upon this License, 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.
You agree that the Digital Content 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 Digital Content is 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 Digital Content. All rights to use the Digital Content are granted on condition that such rights are forfeited if you fail to comply with the terms of this agreement.
The paragraph headings in this License are for convenience only, and they form no part of the License and shall not affect the interpretation thereof.
If any provision of this License shall be held illegal, void, or unenforceable, the remaining portions shall remain under full force and effect.
15. No Waiver
The delay or failure of either party to exercise any right under this License or to take action against the other party in the event of a breach of this License shall not constitute a waiver of such right, or any other right, or of such breach, or any future breaches, under this License.
You shall not assign, transfer, or sublicense this License or its rights to the Digital Content or User License granted herein, directly or indirectly, by operation of law or otherwise, without the express written consent of Licensor. Any assignee shall continue to retain services and assume all rights and obligations under this License.
17. No Third-party Beneficiary
You and Licensor agree that no other party is an intended third-party beneficiary of this License.
18. Complete Terms and Conditions
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