Lavender Media and, its affiliates ("Lavender") operate a global marketplace for stock media. Lavender’s customers pay a fee to license content from the Lavenderstock.com ("Lavender’s Website"). These terms of service (“License”) are a non-exclusive legally binding non agreement between the party supplying the Content that will be distributed on Lavender’s Website (“Content Provider”) and Lavender. The License describes the license you are granting certain rights of your Content to Lavender. For the purposes of these License, Content, should be defined as any videos, photographs, illustrations, graphics, an SX files, vectors, moving images, animations, films, works or other media together with any associated keywords, metadata and/or titles submitted by Content Provider to Lavender. Content Provider agrees that by setting up an account on Lavender’s Website and using Lavender’s Website, Content Provider is agreeing to all terms and conditions within this License.

1. GRANT OF RIGHTS.

(i) RIGHTS: Upon submission of any Content to Lavender, Content Provider hereby, sells, grants, conveys and assigns to Lavender a non-exclusive royalty free right to advertise, display, sell, and market the Content uploaded to Lavender’s Website for multiple business purposes, including but not limited to: (i) the distribution of the Content to Lavender’s customers; (ii) optimizing the performance and operation of Lavender’s Website; and (iii) the creation of new products and features. Content Provider also grants Lavender the right to modify, add or delete any information related to the Content, including but not limited to, information of copyright management, in order to manage and license such Content. Additionally, Content Provider acknowledges and agrees that their Content may be used by Lavender on social media platforms (including but not limited to Facebook, Instagram, and or TikTok) for the any purpose including advertising and marketing.

(ii) NAME AND LIKENESS:Content Provider grants Lavender the right to use and exploit Content Provider’s name, likeness and biographical information in connection with the Content and Lavender’s marketing and promotion content activities without any compensation to Content Provider, throughout the world and in perpetuity.

(iii) NO OBLIGATION TO USE: Lavender shall have the right, but not the obligation, to license all Content through any of Lavender’s brands and platforms to its customers for use in perpetuity in accordance with license agreements entered into by Lavender.

2. OWNERSHIP OF CONTENT

Subject to the licenses granted to Lavender and Lavender’s affiliates, the copyrights in all Content shall remain with the Content Provider. Additionally, Content Provider agrees and acknowledges that when submitting Content to Lavender, Content Provider is expressly waiving any authorship rights or any droit moral that Content Provider would otherwise have under the laws of the United States Copyright Act or similar laws of any jurisdiction, so that customers may use the Content provided in accordance with the Licenses issued by Lavender.

3. REPRESENTATIONS AND WARRANTIES

(i) CONTENT PROVIDER: Content Provider represents and warrants that: (i) that Content Provider has the full right, power and authority to enter into this agreement and to fully perform all of Content Provider’s obligations hereunder; (ii) the Content and all parts thereof are owned and/or controlled by Content Provider; (iii) the Content and all parts thereof are original works and are capable of copyright protection in all countries where copyright or similar protection is available; (iv) Content Provider shall provide valid and accurate releases for all third-party rights within the Content that is submitted to Lavender and contains an identifiable person and/pr requires a property releasees; (v) that all releases shall be electronically delivered to Lavender with the Content; (vi) that Content Provider is solely responsible for retaining all original releases and maintaining complete and accurate records of those releases.

Content Provider acknowledges and agrees that the submission of a defective releases (whether it is because it was falsified or is inaccurate) would constitutes as a breach of this License. Additionally Content Provider acknowledges and agrees that the terms in this License shall supersede all other agreements that are connected to, whether directly or indirectly, to this License, such as the releases discussed within this provision.

(ii) LAVENDER: Lavender represents and warrants that: (i) it has the power and authority to enter into this agreement and to fully perform all of its obligations hereunder; (ii) that it will include a contributor credit in the format requested by the Content Provider for each Content file uploaded to Lavender’s Website by Content Provider; and (iii) that Lavender’s customers won’t have the authority or right to input the Content or Personal Data ( as defined below), into any generative AI system and/or training generative AI tools.

4. CONTENT PROVIDER PROFILE STANDARDS

(i) Content Provider shall only provide accurate information when creating Content Provider’s Lavender contributor account and Content.

(ii) By opening a profile on Lavender account, Content Provider acknowledges and agrees that Lavender has the right to collect, process, store and transfer the Content and data submitted by Content Provider, including any data relating to the Content Provider (whether an individual or company) the account (“Personal Data”). Content Provider acknowledges and agrees that their Personal Data may be collected, processed, stored, and transferred to jurisdictions other than Content Provider’s home jurisdiction. Lavender represents and warrants that it will comply with applicable data protection, security and breach notification laws for all Personal Data collected.

(iii) Content Provider may not submit identical Content under more than one account without obtaining prior written consent from Lavender.

(iv) If the Content is removed from Lavender’s Website, Lavender will use reasonable efforts to assure that the Content was removed from any of Lavender’s affiliates websites within 60 business days of written notice to Content Provider that their Content will be removed. Content Provider acknowledges that although Lavender may make a decision to terminate Content Provider’s profile and/or remove specific Content, if the Content has been previously downloaded by Lavender’s customers’ the Content may continue to be in use, with no avail to Lavender.

5. USE OF CONTENT:

(i) Content Provider understands that their Content shall be submitted with one of two classifications either (a) Non - Commercial Use or (b) Commercial Use.

a. NON- COMMERCIAL USE:

• Content Provider shall upload their Content as Non-Commercial if the intent is that the Content is to only be used an unlimited number of times on websites and social media platforms or for a live performance for an audience size of up to 500,000 audience size for live performances specifically for informative, instructional, or descriptive purposes
• Content intended for non-commercial use will also be clearly labeled as “Editorial Use Only” to any of Lavender’s customers. Content Provider acknowledges that Lavender may waive the license requirements listed within section 3 of this agreement, if the Content is intended for Non-Commercial use. For compensation purposes this would be understood to be the Standard Use of the Content.

b. COMMERCIAL USE:

• Content Provider shall upload their Content as Commercial if the intent is that the Content can be used to sell, promote, endorse, or advertise a product, business, or service. Content intended for commercial use will have no label on it. For compensation purposes there will be two ways to license the Content for Commercial use either Enhanced Use of Content or Extended Use of Content.
• If the Content is licensed by Lavender’s customer under the Enhanced Use option then the customer will be able to use it in the following ways: (i) for an unlimited amount of times on websites and social media & in ads; (ii) in an unlimited live performances; (iii) for an unlimited amount of times for distribution on TV, Online Video, Film, unlimited digital web templates.
• If the Content is licensed by Lavender’s customer under the Extended Use option then the customer will be able to use it in the following ways: (i) it can be used as a logo for service or product to sell; (ii) it can be used for an unlimited amount of times on websites and social media & ads; (iii) it can be used for an unlimited amount of times in live performance; and (iv) for an unlimited amount of times for distribution on TV, Online Video, Film, unlimited digital web templates.

6. COMPENSATION

(i) Content Provider acknowledges and understands that Lavender shall pay Content Provider based on how many times a Lavender’s costumer, downloads Content Provider’s Content for usage, not how many times the Content is used by Lavender’s customer after it is downloaded.

(ii) Lavender shall pay Content Provider a royalty for each unique download of Content for which Lavender receives payment. Lavender’s royalty rates are included in the exhibit attached (“Exhibit A”) which is incorporated herein by reference. Notwithstanding the foregoing, if one of Lavender’s customers downloads the same exact item of Content more than once, Content Provider will only be entitled to one payment. Payment of the royalties will be due within thirty (30) days after each royalty statement issued, provided that Content Provider’s earnings amount to the Payout Minimum (as defined below). The royalty statement, which will document how much Content Provider is entitled to shall be issued at the end of each month. For purposes of this agreement the Payout Minimum shall be One-Hundred Dollars ($100.00) in a span of 30 days. If Content Provider cancels their account prior to accrued earnings in your royalty account reaching the applicable Payout Minimum, Content Provider will have forfeited such royalties.

7. CONFIDENTIAL INFROMATION

Content Provider acknowledges and agrees that it will not disclose any Confidential Information (defined below) that it obtains through the entering this License with Lavender and any information it may learn that constitutes valuable, confidential, proprietary information of Lavender and its licensors, without the express written consent of Lavender. For the purposes of this License, "Confidential Information" means any and all data, information, documents, software or materials relating to the business and management of Lavender, its members, affiliates, licensors or licensees, that is designated as confidential information, including but not limited to Lavender’s business model and operations, processes, products, designs, pricing, promotions, business plans, business opportunities, trade-secrets, training materials, personnel, identities or personal information of any kind pertaining to members or clients.

8. TERMINATION

(i) LAVENDER’S TERMINATION RIGHTS Content Provider acknowledges that Lavender may use sole discretion when deciding whether to permit an account to be created or to close any existing account, for any reason including but not limited to fraud, intellectual property infringement content that is obscene in nature, violent or that might be construed as defamatory or for any breach of the License.

Additionally, Lavender has the right to remove Content from the Lavender’s Website for any reason, and it shall be Lavender’s sole discretion.

(ii) CONTENT PROVIDERS TERMINATION RIGHTS Content Provider shall have a right to terminate this license provided that Content Provider gives prior written notice. Lavender agrees to terminate the account no later than ninety (90) days following its receipt of a written request from Content Provider. Before the account is officially terminated by Lavender, Content provided shall remain available on Lavender’s Website.

9. REMEDIES

Content Provider acknowledges that in the event of a breach by Content Provider that arises as a result Content Provider failing to uphold the representations and warranties or any other obligations herein, Lavender may withhold royalties until such breach is resolved. In the even that the breach is uncurable, Lavender may terminate this License and indefinitely withhold payment of royalties. Notwithstanding the foregoing, prior to withholding the royalties due to Content Provider’s breach, Lavender shall give Content Provider prior written notice and reasonable opportunity to cure such breach.

10. INDEMNITY:

Content Provider agrees to indemnify, defend and hold harmless Lavender and its parents, affiliated, related and subsidiary companies, and their officers, agents, employees, directors, licensees and assigns, from any and all third-party claims arising from: (i) the Content and/or the trademarks, copyrights, artwork, names, logos and/or packaging appearing thereon; (ii) Content Provider’s grant of rights herein to Lavender; and/or (iii) any breach of Content Provider’s representations, warranties and/or agreements contained herein, and/or Content Provider’s negligence or willful misconduct.

11. NOTICES:

All notices shall be sent by e-mail and shall be deemed to have been delivered whether or not received on the third business day after the date of emailing. Each party may change its e-mail address for notification purposes by giving the other party notice of the new e-mail address which change shall become effective on the date upon which such written notice is received.

12. ENTIRE AGREEMENT

(i) The relationship of the parties is that of independent contractors. There is no relationship of partnership or created hereby between the parties.

(ii) This License shall be governed by and construed and enforced in accordance with the laws of the State of California (United States of America) without regard to its rules on conflict of laws or any other rules that would result in the application of a different body of law.

(iii) This License contains the entire understanding of the parties with respect to the subject matter covered herein and supersede any prior agreements with respect to such subject matter.

(iv) If any individual term of this License is found to be invalid or unenforceable by any legal or regulatory body of competent jurisdiction, or arbitration as applicable, such finding will be limited solely to such invalid or unenforceable part, without affecting the remaining provisions of this License, and any other provision within this License shall remain in full force and effect. This License shall be binding upon and shall inure to the benefit of each party and their respective legal representatives, successors in interest and permitted assigns.

(v) Lavender shall not be liable for any damages, including actual, indirect, special, or consequential damages arising from the use your Content, by either Lavender or Lavender’s customers, or Lavender’s affiliates.

(vi) Lavender reserves the right to modify the terms within this License at any time. Lavender shall notify Content Provider of any change in this License by email, the login page, and/or by other means to provide Content Provider the opportunity to review the modifications before they become effective. Modifications to this License will not apply retroactively.