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 use (“Agreement”) are a non-exclusive legally binding non agreement between the person downloading content from Lavender’s Website (“Customer”) and Lavender. This Agreement describes the license of the Content that Customer will be granted and the restrictions placed on Customer’s use of the Content. 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 stored on Lavender’s Website. Customer agrees that by setting up an account and downloading Content from Lavender’s Website, Customer is agreeing to all terms and conditions within this Agreement.
1. GRANT OF RIGHTS.
(i) RIGHTS: Upon selection of any Content and the payment for the non-exclusive license of such Content, Lavender hereby, sells, grants, conveys and assigns to Customer a non-exclusive royalty free right to advertise, display and market the Content for multiple business purposes. Additionally, Lavender acknowledges and agrees that the Content may be used by Customer 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: Lavender grants Customer the right to use and exploit Lavender and Lavender’s name, likeness and biographical information in connection with the Content and Customer’s marketing and promotion content activities without any compensation to Content affiliates.
2. OWNERSHIP OF CONTENT
Although the copyright in the Content shall ultimately remain with Lavender and/or the Third-Party owner of the Content, with each purchase and download of Content, Customer shall have a non-exclusive license to use the Content.
3. REPRESENTATIONS AND WARRANTIES
(i) CUSTOMER: Customer represents and warrants that: (i) that Customer has the full right, power and authority to enter into this agreement and to fully perform all of Customer’s obligations hereunder; (ii) that the Customer understands the Content will be priced based on Lavender’s sole discretion and Customer will pay the full price per download of each Content, that is displayed on Lavender’s Website; (iii) that Customer will not use the Content in a false light or defamatory manner; (iv) that Customer will not use the Content within any pre-established AI System; (v) that Customer will not use the Content to train any AI System and (vi) the Customer will pay promptly for the license of Content that Customer intends to use for the Permitted Purpose.
(ii) LAVENDER: Lavender represents and warrants that: (i) it has the power and authority to license the Content to Customer; (ii) it will clearly list out the total dollar amount for a customer to download the Content in a clear area within the Content description; and (iii) it will comply with applicable data protection, security and breach notification laws for all Personal Data (as defined below) collected.
4. CUSTOMER’S OBLGIATIONS
(i) Customer shall only provide accurate information when creating Customer’s user account.
(ii) By opening a user account on Lavender’s website, Customer acknowledges and agrees that Lavender has the right to collect, process, store and transfer the data relating to the Customer (whether an individual or company) the account (“Personal Data”). Customer acknowledges and agrees that their Personal Data may be collected, processed, stored, and transferred to jurisdictions other than Customer’s home jurisdiction.
5. PERMITTED PURPOSE OF CONTENT:
(i) Customer understands that the Permitted Purpose of the Content they select is limited based on whether the Content is classified as either (a) Non - Commercial Use or (b) Commercial Use.
a. NON- COMMERCIAL USE:
- If the Content is classified as Non-Commercial Use, then the Customer would be permitted to use the Content for 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 purpose.
b. COMMERCIAL USE:
- If the Content is classified as Commercial Use, then the Customer would be permitted to use the Content to sell, promote, endorse, or advertise a product, business, or service. Content intended for commercial use will have no label on it.
- If the Content intended for Commercial Use is licensed under the Enhanced Use option then the Customer will be permitted to use the Content 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 intended for Commercial Use is licensed under the Extended Use option then the Customer will be permitted to use the Content 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. CONFIDENTIAL INFROMATION:
Customer 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.
7. TERMINATION
Customer acknowledges that Lavender may use sole discretion when deciding whether to revoke any license granted to Customer in the event that Customer misuses the terms of license granted to Customer and/or any use of the Content that would amount to Customer fraud, false light and/or defamation.
8. REMEDIES
Customer acknowledges that in the event of a breach by Customer that arises either as: (i) as a result Customer fails to uphold the representations and warranties or any other obligations herein; (ii) Customer misuses the terms of the license granted; or (iii) any use of the Content that would amount to fraud, false light and/or defamation.
9. INDEMNITY:
Customer 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 Customer’s use of the Content or (ii) any breach of Customer’s representations, warranties and/or agreements contained herein, and/or Customer’s negligence or willful misconduct.
10. 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.
11. 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 the Content, by Customer or Customer’s affiliates.
(vi) Lavender reserves the right to modify the terms within this License at any time. Lavender shall notify Customer of any change in this License by email, the login page, and/or by other means to provide Customer the opportunity to review the modifications before they become effective. Modifications to this License will not apply retroactively.