Lifecast Media License

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Dear Lifecast Customer:

The following Terms of Service ("TOS") is a legal agreement between you or the employer or other entity on whose behalf you are entering into this agreement ("you" or "Customer") and Lifecast Incorporated (referenced here in short as Lifecast), and sets forth the rights and obligations with respect to any Content licensed by you.

Please revisit this TOS when you purchase any Content licenses. Lifecast reserves the right to modify the TOS at any time in its sole discretion. Prior to such changes becoming effective, Lifecast will use reasonable efforts to notify you of any such change. Such notice may be made by email to the email address on file in your Lifecast account, an announcement on this page, your login page, and/or by other means. Modifications to this TOS will only apply to prospective purchases (including any automated renewals). By licensing Content following any such modifications, you agree to be bound to the TOS as modified.

THIS IS A SINGLE SEAT LICENSE AUTHORIZING ONE NATURAL PERSON TO LICENSE, DOWNLOAD AND USE CONTENT. UNLESS YOU UPGRADE TO A "TEAM SUBSCRIPTION" OR "PREMIER PLATFORM" ACCOUNT, NO OTHER PERSONS (INCLUDING EMPLOYEES, CO-WORKERS OR INDEPENDENT CONTRACTORS) MAY ACCESS YOUR ACCOUNT OR USE CONTENT LICENSED THROUGH YOUR ACCOUNT.

IF YOU PURCHASE A "TEAM SUBSCRIPTION" THE RIGHT TO LICENSE, DOWNLOAD AND USE CONTENT IS LIMITED TO THE NUMBER OF USERS PERMITTED BY THAT TEAM SUBSCRIPTION.

If you require access and usage rights for more than one natural person, please contact sales@lifecastvr.com. For clarity, if a user is acting in an employment capacity, the employer will be deemed the licensee for the purposes of the license.

DEFINITIONS

"Content" means all content available for license from the Lifecast website, including (Volumetric) Images, (Volumetric) Video, and Audio (as defined herein.)

"Video" means any moving images, animations, films, videos or other audio/visual representations, video elements, visual effects elements, templates, graphics packs, and motion design projects excluding still images, recorded in any format. "Volumetric Video" refers to video which contains data sufficient for 3D rendering, such as depth maps, or any other representation of a 3D scene which can vary in time (including a sequence of Images or Volumetric Images, or a video file containing such information).

"Image(s)" means still photographs, vectors, drawings, graphics, and the like. "Volumetric Image" means images which contain data sufficient for 3D rendering, such as depth maps, or any other representation of a 3D scene which does not vary in time.

"Audio" means any master recordings, and any other recordings containing sounds or a series of sounds, in all formats, now known and hereinafter developed. Audio may be associated with or a part of other Content.

"Content" shall refer collectively to Images, Video, Volumetric Images, Volumetric Video, and Audio.


PART I – CONTENT LICENSE

Lifecast hereby grants you a non-exclusive, non-transferable right to use, modify (except as expressly prohibited herein) and reproduce Content worldwide, in perpetuity, as expressly permitted by the applicable license and subject to the limitations set forth herein:

A CONTENT LICENSE grants you the right to use Content:

As a digital reproduction, including on websites, in online advertising, in social media, in mobile advertising, mobile "apps", software, e-cards, e-publications (e-books, e-magazines, blogs, etc.), email marketing and in online media (including on video-sharing services such as YouTube, Dailymotion, Vimeo, etc., subject to the budget limitations set forth below);

Incorporated into film, video, television series, advertisement, or other audio-visual productions for distribution in any medium now known or hereafter devised, without regard to audience size, provided the budget for any such production does not exceed USD $1000,000;

In a multi-media production displayed or distributed via the web, on social media, using so-called "Apps", or as otherwise disseminated in accordance herewith (see restrictions for distribution limitations), provided the audience for such production does not exceed 500,000, it being understood that the use of Content in a multi-media production distributed via broadcast, cable network, OTT video service, or in theaters is expressly prohibited under this license, irrespective of audience size;

in connection with a live performance, provided the audience for all such performances does not exceed 500,000 people;

in a game engine such as Unreal Engine or Unity, for projects such as games, or in virtual production;

on websites.

If the Content license do not grant the rights you require please contact info@lifecastvr.com.

RESTRICTIONS ON USE OF CONTENT
YOU MAY NOT:

Use Content other than as expressly provided by the license you purchased with respect to such Content.

Portray any person depicted in Content (a "Model") in a way that a reasonable person would find offensive, including but not limited to depicting a Model: a) in connection with pornography, "adult videos", adult entertainment venues, escort services, dating services, or the like; b) in connection with the advertisement or promotion of tobacco products; c) in a political context, such as the promotion, advertisement or endorsement of any party, candidate, or elected official, or in connection with any political policy or viewpoint; d) as suffering from, or medicating for, a physical or mental ailment; or e) engaging in immoral or criminal activities.

Use any Content in a pornographic, defamatory, or deceptive context, or in a manner that could be considered libelous, obscene, or illegal.

Resell, redistribute, provide access to, share or transfer any Content except as specifically provided herein. For example and not by way of limitation, the foregoing prohibits displaying Content as, or as part of, a "gallery" of content through which third parties may search and select from such content.

Use Content in a manner that infringes upon any third party's trademark or other intellectual property, or would give rise to a claim of deceptive advertising or unfair competition.

Use any Content (in whole or in part) as a trademark, service mark, logo, or other indication of origin, or as part thereof.

Falsely represent, expressly or by way of reasonable implication, that any Content was created by you or a person other than the copyright holder(s) of that Content.


PART II - WARRANTIES AND REPRESENTATIONS

Lifecast warrants and represents that:
Lifecast's contributors have granted Lifecast all necessary rights in and to the Content to grant the rights set forth in Part I as applicable.

Video and Images in its original unaltered form and used in full compliance with this TOS and applicable law, will not: i) infringe any copyright, trademark or other intellectual property right; ii) violate any third parties' rights of privacy or publicity; iii) violate any US law, statute, ordinance, or regulation; or iv) be defamatory, libelous, pornographic or obscene.

While Lifecast makes commercially reasonable efforts to ensure the accuracy of keywords and descriptions, Lifecast MAKES NO WARRANTIES AND/OR REPRESENTATIONS REGARDING ANY: I) KEYWORD, TITLES OR DESCRIPTIONS; OR II) AUDIO IN VIDEO. For the sake of clarity, Lifecast will not indemnify or have any liability in respect of any claims arising from inaccurate keyword, titles or descriptions, any Content.
Lifecast MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER OTHER THAN THOSE EXPRESSLY MADE IN THIS "WARRANTIES AND REPRESENTATIONS" SECTION.


PART III - INDEMNIFICATION AND LIABILITY

Subject to the terms hereof, and provided that you have not breached the terms of this or any other agreement with Lifecast, Lifecast will defend, indemnify, and hold you harmless up to the applicable "Limit of Liability" set forth below. Such indemnification is solely limited to Customer’s direct damages arising from a third-party claim directly attributable to Lifecast’s breach of the express warranties and representations made in Part II hereof, together with associated expenses (including reasonable attorneys’ fees). Indemnification is conditioned upon you notifying Lifecast, in writing, of any such claim or threatened claim, no later than five (5) business days from the date you know or reasonably should have known of the claim or threatened claim. Such notification must include all details of the claim then known to you (e.g., the use of Content at issue, the name and contact information of the person and/or entity making the claim, copies of any correspondence received and/or sent in connection with the claim). The notification must be emailed to Lifecast at info@lifecastvr.com, with a hard copy to Lifecast Incorprated, 700 El Camino Real Suite 120 #1039, Menlo Park CA 94025, Attention: General Counsel, via certified mail, return receipt requested; or ii) overnight courier, recipient’s signature required. Lifecast shall have the right to assume the handling, settlement or defense of any claim or litigation to which this indemnification applies. You agree to cooperate with Lifecast in the defense of any such claim and shall have the right to participate in any litigation at your own expense. You agree that Lifecast is not liable for any legal fees and/or other costs incurred by you or on your behalf prior to Lifecast having a reasonable opportunity to analyze such claim’s validity.
Lifecast shall not be liable for any damages, costs or losses arising as a result of modifications made to the Content or due to the context in which you use the Content.
Limits of Liability: Lifecast’s total maximum aggregate obligation and liability (the "Limit of Liability") arising out of each of Customer’s Content License shall be USD $10,000.

If you have questions about the foregoing, please contact info@lifecastvr.com.

You will indemnify and hold Lifecast, its officers, employees, shareholders, directors, managers, members and suppliers, harmless against any damages or liability of any kind arising from any use of the Content other than the uses expressly permitted by this TOS. You further agree to indemnify Lifecast for all costs and expenses that Lifecast incurs in the event that you breach any of the terms of this or any other agreement with Lifecast.


PART IV - ADDITIONAL TERMS

Except when required by law, Lifecast shall be under no obligation to issue refunds under any circumstances. All fees are non-refundable, even if your subscription is terminated before its expiration. You authorize Lifecast to charge you all subscription fees for the duration of the term agreed to at the time of purchase. In the event that Lifecast determines that you are entitled to a refund of all or part of the fees you paid, such refund shall be made using the payment method originally used by you to make your purchase. If you reside in the European Union and you cancel your account within fourteen (14) days of making payment to Lifecast, provided that you have not yet downloaded or licensed any Content, Lifecast, will refund the payment made by you in connection with such cancelled account. To cancel your account, please contact support@lifecastvr.com.
Following the expiration of your subscription plan, such plan will automatically renew on the same terms as your original plan purchase. You expressly grant Lifecast the right to charge you for each automatic renewal until you disable automatic renewal.
The fees charged by Lifecast are exclusive of taxes, and all such taxes, direct or indirect, shall be in addition to any fees related to the products you are buying. If Lifecast is required to collect indirect and/or transactional taxes (such as sales tax, value-added tax, goods and services tax, et al) under the laws of your state or country of residence, you shall be liable for payment of any such indirect tax. Where Lifecast or you are required to collect or remit direct or indirect taxes, you may be required to self-assess said tax under the applicable laws of your country of residence.
"Non-transferable" as used herein means that except as specifically provided in this TOS, you may not sell, rent, load, give, sublicense, or otherwise transfer to anyone, Content or the right to use Content. You may however, make a one-time transfer of Content to a third party for the sole purpose of causing such third party to print and/or manufacture your goods incorporating Content subject to the terms and conditions herein. If you become aware that any social media website uses any Content in a manner that exceeds your license hereunder, you agree to remove all derivative works incorporating Content from such Social Media Site, and to promptly notify Lifecast of each such social media website's use. You agree to take all commercially reasonable steps to prevent third parties from duplicating any Content. If you become aware of any unauthorized duplication of any Content please contact info@lifecastvr.com.
Upon notice from Lifecast or if you learn that any Content is subject to a threatened or actual claim of infringement, violation of another right, or any other claim for which Lifecast may be liable, or if Lifecast removes any Content due to perceived business risk as determined in Lifecast's reasonable discretion and gives you notice of such removal, you will remove the Content from your computer systems and storage devices (electronic or physical) and, if possible, cease any future use of the removed Content at your own expense.
If you use any Content as part of work product created for or delivered to a client or customer, you will disclose the identities of such clients or customers to Lifecast, upon Lifecast’s reasonable request.

Arbitration.
Any controversy or claim arising out of or relating to this TOS, or the breach thereof, shall be settled by binding individual (not class) arbitration administered under the Commercial Arbitration Rules of the American Arbitration Association or of the International Centre for Dispute Resolution in effect on the date of the commencement of arbitration, rather than in court, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof or having jurisdiction over the relevant party or its assets. The place of arbitration shall be the state of California. The language of the arbitration shall be English. There shall be one arbitrator to be mutually agreed by the parties. Each party shall bear its own costs in the arbitration. Both parties agree that the following claims are exceptions to the Arbitration Agreement and will be brought in a judicial proceeding in a court of competent jurisdiction: (i) any claim related to actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights; (ii) any claim seeking emergency injunctive relief based on exigent circumstances (e.g., imminent danger or commission of a crime, hacking, cyber-attack) (iii) any claim arising solely from Customer’s alleged failure to pay fees due to Lifecast. This arbitration provision will survive termination of this TOS.

YOU AND Lifecast AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION. Unless both you and Lifecast agree, no arbitrator or judge may consolidate more than one person’s claims or otherwise preside over any form of a representative or class proceeding. The arbitrator may award injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. You and Lifecast acknowledge and agree that we are each waiving the right to a trial by jury as to all arbitrable disputes under this TOS.

If a court decides that applicable law precludes enforcement of any of the limitations in this Part, as to a particular claim for relief, then that claim (and only that claim) must be severed from the arbitration and may be brought in court.

Neither party may assign this agreement, without the prior written approval of the other party, except that Lifecast may assign this agreement to a subsidiary, an affiliated company within the Lifecast group, the entity that results from a merger or other corporate reorganization involving Lifecast, or an entity that acquires all or substantially all of Lifecast’s assets or capital stock.
This TOS shall be construed neither against nor in favor of any party, but rather in accordance with the fair meaning of the language hereof. This TOS is governed by and shall be construed in accordance with the laws of the applicable jurisdiction, without respect to its conflict of laws principles.
If you are entering into this TOS on behalf of your employer or other entity, you warrant and represent that you have the full right and authority to do so. In the event that you do not have such authority, you agree that you will be personally liable to Lifecast for any breaches of the terms of this TOS. You hereby grant Lifecast a worldwide, non-exclusive, limited license to use your trademarks in Lifecast's promotional materials, including a public customer list. Lifecast's use of your trademarks shall at all times conform to your then-current trademark use policies as made available to Lifecast and shall at all times inure to your benefit. Lifecast further agrees that it will use commercially reasonable efforts to terminate any particular use of your trademark no later than thirty (30) days from the date of receipt by Lifecast of your email request to info@lifecastvr.com.
If any individual term of this TOS is found to be invalid or unenforceable by any legal or regulatory body of competent jurisdiction, such finding will be limited solely to such invalid or unenforceable part, without affecting the remaining parts of such individual term, or any other part of this TOS, so that this TOS shall otherwise remain in full force and effect.
You expressly agree that any feedback provided to you by Lifecast or its representatives regarding any questions you may have about this TOS or your use of Content licensed hereunder, is solely for the purpose of interpreting this TOS and is not legal advice. Lifecast cannot render legal advice to you and expressly disclaims any liability of any kind related to any feedback provided by Lifecast or its representatives.
It is expressly understood and agreed that this TOS is entered into solely for the mutual benefit of the parties herein and that no benefits, rights, duties, or obligations are intended by this TOS as to third parties.
In the event that you breach any of the terms of this or any other agreement with Lifecast, Lifecast shall have the right to terminate your account without further notice, in addition to Lifecast's other rights at law and/or equity. Lifecast shall be under no obligation to refund any fees paid by you in the event that your account is terminated by reason of a breach.
Except as expressly set forth in the applicable license and warranties sections herein, Lifecast grants no rights and makes no further warranties. Lifecast only has model or property releases where expressly indicated on the Lifecast website.
Lifecast's liability under any individual license purchased hereunder shall not exceed the "Limit of Liability" applicable to the license in effect at the time you know or should have known of the claim, and is without regard to the number of times the subject Content is licensed or used by you.
Except as specifically provided herein, in no event, will Lifecast's total aggregate liability to you or any third party claiming through you, arising out of or in connection with your use of or inability to use the Lifecast websites and/or Content contained thereon (whether in contract, tort or otherwise) exceed the monetary amount actually received by Lifecast from you for the applicable Content license.
Neither Lifecast nor any of its officers, employees, managers, members, shareholders, directors or suppliers shall be liable to you or to any other person or entity for any general, punitive, special, indirect, consequential or incidental damages, or lost profits or any other damages, costs or losses arising out of your use of the Content, Lifecast's breach of this agreement, or otherwise, unless expressly provided for herein, even if Lifecast has been advised of the possibility of such damages, costs or losses.
Except as expressly set forth in Part II, all Content is provided "as is" without warranty of any kind, either express or implied, including, but not limited to the implied warranties of non-infringement, merchantability, or fitness for a particular purpose. Some Content may contain elements that require additional clearance if the Content is modified or used in a particular context. If you make such modification or use Content in such context, you are solely responsible for obtaining any additional clearances thereby required.
Lifecast does not warrant that the Content, Lifecast websites, or other materials will meet your requirements or that use will be uninterrupted or error free. The entire risk as to the quality, performance and use of the Content is solely with you.
In the event that you use fraudulent credit card information to open an account or otherwise engage in any criminal activity affecting Lifecast, Lifecast may file a complaint with any relevant legal or government entity.