LicenseStream™ Website Terms of Usage

LEGAL TERMS OF WEBSITE USE

PLEASE READ THESE TERMS CAREFULLY BEFORE USING THIS SITE BY VIEWING THE SITE OR DOWNLOADING ANY MATERIALS FROM THE SITE, YOU AGREE TO THESE TERMS AND SHOW YOUR INTENT TO ENTER INTO THIS AGREEMENT ("AGREEMENT"). YOU ARE ENTERING INTO A LEGALLY BINDING CONTRACT. IF YOU DO NOT AGREE TO THE TERMS, DO NOT VIEW THE SITE OR DOWNLOAD ANY MATERIALS.

This Site is provided by ImageSpan as a service to its Members. The Site is established to facilitate the production, sale and licensing of Content between Providers and End Users, billing, collection, and other services. LicenseStream™ is a service for assisting Members in automating the licensing, billing, tracking, and reporting required for Content distribution. The Content is also provided for viewing by non-Members for informational purposes only. All uses of the Site are subject to the terms and conditions of this legal notice (the "Terms").

1. DEFINITIONS
1. 1.1."ImageSpan" means ImageSpan Inc., the provider of the LicenseStream™ services and our subsidiaries, subcontractors, and agents.
2. 1.2."You" means any user of the Site.
3. 1.3."Site" means this ImageSpan website.
4. 1.4."Materials" means any pictures, sounds, videos, text, or other information posted by ImageSpan on the Site.
5. 1.5."Content" means any pictures, sounds, videos, text or other information posted by Providers and offered for sale or licensing to End Users on the Site.
6. 1.6."Communications" means any information posted by Members to the Site other than Content.
7. 1.7."Members" or "Membership" refers to those users of this Site who enter into agreements with ImageSpan for one or more of the services provided by ImageSpan, namely, LicenseStream™, and other services. "Members" include "Providers" and "End Users."
8. 1.8."Provider" means any Member providing Content on the Site, who thus offers that Content for sale or licensing to End Users through the LicenseStream service.
9. 1.9."End User" means any Member purchasing or licensing Content from ImageSpan or from a Provider through the LicenseStream service.
2. GENERAL LICENSE TO ACCESS AND USE THE SITE
1. If You are not a Member, You may browse the Site for personal entertainment and information, subject to all of these Terms. If You are not a Member, and wish to become a Member, you may register as indicated on the Site. All registered Members must have filled out the registration form materials provided on the Site to apply for membership, and must have been subsequently expressly approved for Membership by ImageSpan. If You have not successfully completed the Membership registration process and have not been approved for Membership by ImageSpan, You are not considered to be a Member and You may not use or have access to the LicenseStream™ services. You may not distribute, modify, transmit or revise the Materials on the Site without the written permission of ImageSpan.

2. By filling out the Membership application registration forms provided on the Site, and upon subsequent approval by ImageSpan of Your application for LicenseStream™ Membership, You agree to the specific Membership terms and conditions contained in this Section, and its subsections as well as any other provisions in these Terms that pertain to Members.
3. 2.1.Member Privileges. As a Member, You are licensed to use the Site and the Materials solely for the purposes of conducting business with ImageSpan, including business associated with the LicenseStream™ services. You understand that under the LicenseStream™ services, ImageSpan will offer automated licensing, billing, tracking, reporting and other services related to the distribution of electronic content.
4. 2.2.Content Assignment Agreement. If You submit Content as a Member, You understand that You will be required to further agree to the terms of the ImageSpan standard LicenseStream™ agreement (separate from this Agreement) governing each specific submission of Content using the LicenseStream™ or other ImageSpan services.
5. 2.3.Membership Registration. As part of the process of registering to obtain a Member account on the Site, You will select a password and provide to ImageSpan certain information about Yourself. You agree to provide accurate, complete, and current registration information, and You agree to thereafter provide ImageSpan with notice of any material changes to Your registration information promptly after such changes occur. All use of personal, financial, or other information that You provide to ImageSpan during the registration process will be governed by the ImageSpan Privacy Policy that is posted on the Site and updated from time to time in ImageSpan's sole discretion. By accessing and using the Site after changes in these Terms or the Privacy Policy, you agree to be bound by the revised Terms and Privacy Policy.
6. 2.4.Security. You must observe all security features on the Site and may not disable or bypass any of its security devices. You may not use the Site to gain unauthorized access to computers or other computer networks; or for malicious or destructive purposes (such as the development or transmission or computer viruses). Your right to use the Site is personal to You and cannot be transferred to any other person. You must hold Your passwords in confidence and not permit anyone to use Your Site account. You are solely responsible for all use of Your account by any person whether or not authorized by You, and for ensuring that all use of Your account complies with this Agreement. You agree to immediately notify ImageSpan of any unauthorized use of Your account, compromise of Your password or any other breach of security, and agree that You will log off from Your account at the end of each session for use of the services. ImageSpan cannot and will not be liable for any loss or damage arising from Your failure to comply with this section. You are responsible for all usage or activity on Your Site account, whether or not authorized by You.
7. 2.5LicenseStream Creator Membership Fees. [Fees herein apply to the LicenseStream Creator service ONLY. For LicenseStream Business Edition or LIcenseStream Enterprise pricing, fees and terms please contact enterprise@licensestream.com.]

   LicenseStream Creator Annual Subscription. As a LicenseStream Creator member your Annual subscription fee is not refundable. If you opt for Annual billing, you agree to be billed in advance for the entire year in which you subscribe for the services. LicenseStream Creator Monthly Subscription. If you opt for Monthly billing you agree to minimum term of six-months, you may terminate prior to the six-month term subject to a $75 early termination fee. The Monthly subscription fee will be automatically charged to your credit card each month as long as your account is open.

   You may terminate your status as a member at anytime, subject to any applicable fees, online or by notifying support@licensestream.com. In all cases, you will remain obligated to pay any fees for any Services or additional resources you incur prior to termination. In the event of any outstanding unpaid balance in your account upon such termination, you herby authorize ImageSpan to collect such amounts by charging your credit card.

   ImageSpan reserves the right to change the amount of, or basis for determining, any fees or charges for services it provides, and to institute new fees, charges, or terms effective upon prior notice to you.

   If your payment cannot be processed or is returned for any reason, including insufficient funds, ImageSpan reserves the right to immediately suspend and/or terminate your access and account, thereby terminating this Agreement and all obligations of the ImageSpan hereunder. In such event, ImageSpan will have no obligation to return any image, data or other information previously provided by the Subscriber to ImageSpan.

8. 2.6Termination of LicenseStream Creator Service. Upon termination of your status as a LicenseStream Creator member, you may download your "Content" by logging in and downloading “Content” for a period of up to 14-days upon termination or expiration of your membership. You may request that a copy of your posted “Content” be transmitted to you via CD-ROM or other storage media for a fee, such fee will be based on the number of items posted, media device cost, package, shipping & handling cost, staff time required to process request, and any other costs arising in the process of facilitating this request. As a condition to receiving such copy of your posted “Content”: (i) you must satisfy the entire outstanding balance on your account with ImageSpan, (ii) pay any fees or other expenses charged by ImageSpan at the time of such termination for creating and distributing such copy of your posted Content, and (iii) not be in violation of any of the terms and conditions contained herein.
9. 2.7LicenseStream Content Tracker. ImageSpan provides a content identification and remedy service ("LicenseStream Content Tracker"). In the event that You choose to access and use the Content Tracker service, You explicitly agree to the following:
   1. 2.7.1.You grant ImageSpan a license to use Your Content solely for the purpose tracking Your Content and pursuing remedies for unauthorized use of said Content.
   2. 2.7.2.You designate ImageSpan as your agent for any Content submitted to the Content Tracker system, solely for the purpose of pursuing and negotiating remedies.
   3. 2.7.3.You agree that ImageSpan and our agents can pursue and negotiate such remedies in any manner ImageSpan deems appropriate.
   4. 2.7.4.No title or intellectual property rights in or to Your Content are transferred to ImageSpan or to any third party through the use of or access to Content Tracker.
3. INTELLECTUAL PROPERTY PROTECTION
1. The Materials, Content and Communications on and accessible from the Site are protected by Copyright, Trademark and other intellectual property laws. All rights, title, and interest in and to all aspects of the Site, Materials, Content, and Communications remain the sole property of ImageSpan and/or its Providers.
1. 3.1.If You are a Provider, You grant to ImageSpan all rights reasonably necessary to display and distribute Your Content on the Site, and you warrant and represent to ImageSpan and End Users that You are the exclusive owner of all international intellectual property rights in Your Content, and that you have the right to enter into and perform any license or sale agreement into which You may enter through the LicenseStream Service.
2. 3.2.Any unauthorized use of Content may violate copyright, trademark, and other laws. No title or intellectual property rights are transferred to You or to any third party through the use of or access to the Site. Sales or licenses of Content can only be secured through separate license or sale agreements between Providers and End Users, available through LicenseStream.
3. 3.3.As to Materials only, if You are a Member, You may download one copy of the text, graphics, sounds, files, software or other information on a single computer for Your internal use only, unless specifically licensed to do otherwise by ImageSpan. Under these Terms, You are granted a limited license, not a transfer of title, to Materials, and Your license to Materials is subject to the following additional restrictions: You may not:
1. 3.3.1.modify the Materials
2. 3.3.2.use the Materials for any commercial purpose unless You have been expressly authorized by ImageSpan in writing to do so
3. 3.3.3.use the Materials for any public display, performance, sale or rental
4. 3.3.4.decompile, reverse engineer, or disassemble software Materials except and only to the extent permitted by applicable law
5. 3.3.5.remove any copyright or other proprietary notices from the Materials
6. 3.3.6.transfer or distribute the Materials to another person
7. 3.3.7.make any additional copies of the Materials
4. 3.4.As to Content, Members may enter into purchase or license agreements directly with the Providers, through the LicenseStream Service. The rights and restrictions applicable to such Content are set forth in the separate Content License Agreement available through LicenseStream.
5. 3.5.EXCEPT AS PERMITTED IN THE FOREGOING, ALL REPRODUCTION, ALTERATION, REDISTRIBUTION, RE-PUBLICATION, DOWNLOADING, DISPLAY, NOTIFICATION OR TRANSMISSION OF ANY MATERIALS, CONTENT, OR COMMUNICATIONS ON THE SITE IS EXPRESSLY FORBIDDEN IN TOTAL OR IN PART, IN ANY FORMAT, BY ANY MEANS, WITHOUT THE EXPRESS PRIOR WRITTEN PERMISSION OF IMAGESPAN OR AS APPLICABLE, MEMBERS.
6. 3.6.IMAGESPAN AND MEMBERS WILL ENFORCE THEIR RIGHTS TO THE FULL EXTENT OF THE LAW AGAINST ANY UNAUTHORIZED USE OF ANY MATERIALS, CONTENT, OR COMMUNICATIONS ON THIS SITE (INCLUDING BUT NOT LIMITED TO TEXT, GRAPHICS, TRADEMARKS, SERVICE MARKS, LOGOS, SOFTWARE, FILES, VIDEOS, AND MUSIC).
4. COMMUNICATIONS AND CONTENT RESTRICTIONS
1. Communications are not Content, and are not considered to be the intellectual property of You or any other person. Except as otherwise expressly specified in the ImageSpan Privacy Policy or in these Terms, any Communications that you post or transmit to the Site are, and will be treated as, non-confidential and non-proprietary, and shall forever be the exclusive property of ImageSpan. By transmitting or posting any Communications on the Site, you grant to ImageSpan or its designees a perpetual, royalty-free, fully paid-up world-wide license to use, distribute, sublicense, lease and market (directly or indirectly through agents and distributors), display, perform, modify and have modified, reproduce, copy and have copied, publish and prepare derivative works thereof in any form and format and in any media in existence or hereinafter developed, the Communications and any and all information contained therein. ImageSpan and its designees will be free to copy, disclose, distribute, incorporate and otherwise use the Communications and all data, images, sounds, text, and other things embodied therein for any and all commercial or non-commercial purposes.
2. You may not post or transmit any unlawful, threatening, libelous defamatory, obscene, pornographic, indecent or profane Content or Communications, or any Content or Communications that could constitute or encourage conduct that would be considered a criminal offense or violate any law or regulation.
5. CERTAIN RESERVED RIGHTS

   ImageSpan reserves the right in its sole discretion:

1. 5.1.to monitor and review all access to and use of the Site, and all Communications made on the Site, together with information relating to such Materials, Content, and Communications and use, including without limitation identification of sources and recipients of information, usage frequency and content of transmissions;
2. 5.2.to change, suspend or discontinue any aspect of the Site at any time, including without limitation the availability of any feature, database, Materials, Content, or Communications, and to impose limits on certain features and services or restrict Your access to parts or all of the Site without notice or liability. If ImageSpan discontinues any feature of the Site for which You have paid a fee in advance for a specific term, then You may be entitled to alternate services or a pro rata refund for the remainder of that term;
3. 5.3.to review any Content or Communications, to remove any such Content or Communications, and to terminate Your ability to access the Site at any time without notice. Nothing herein contained shall be construed as creating any obligation in ImageSpan to monitor or discover Content or Communications which should be removed. ImageSpan also reserves the right to disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information, Materials, Content, or Communications, in whole or in part, in ImageSpan"s sole discretion;
4. 5.4.to cancel this Agreement, and terminate Your use of the Site in the event that ImageSpan reasonably believes that through Your use of the Services, You have willfully, maliciously, egregiously, or repeatedly infringed the rights of ImageSpan or any other person or entity.
6. NO WARRANTY
1. THE MATERIALS, CONTENT, COMMUNICATIONS, AND THE SITES PROVIDED BY IMAGESPAN, MEMBERS, PROVIDERS, OR OTHERS ARE PROVIDED "AS IS" WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND INCLUDING WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT OF INTELLECTUAL PROPERTY, OR FITNESS FOR ANY PARTICULAR PURPOSE.
2. IMAGESPAN AND ITS MEMBERS AND PROVIDERS FURTHER DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE INFORMATION, TEXT, GRAPHICS, LINKS OR OTHER ITEMS CONTAINED WITHIN THE MATERIALS, CONTENT OR COMMUNICATIONS. IMAGESPAN MAKES NO WARRANTY CONCERNING CONTENT OR COMMUNICATIONS, OR THAT SUCH CONTENT OR COMMUNICATIONS ARE FREE FROM COMPETING CLAIMS OF OWNERSHIP OR INTELLECTUAL PROPERTY RIGHTS.
3. ImageSpan may make changes to the Site or Materials at any time without notice.
4. ImageSpan makes no commitment to update the Materials, Content, Communications or the Site.
5. Neither ImageSpan nor its Members or Providers warrant that the Site, Materials, Content, or Communications or associated server computers are free of viruses or other harmful components. You solely (and not ImageSpan) assume the entire cost of all necessary servicing, repair, or correction to Your equipment, computers, software, or data resulting in any way from viewing or downloading the Materials, Content, or Communications or otherwise using the Site.

7. DISCLAIMER IN NO EVENT SHALL IMAGESPAN BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SITE, MATERIALS, CONTENT OR COMMUNICATIONS, EVEN IF IMAGESPAN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

8. YOUR REPRESENTATIONS, WARRANTIES AND INDEMNIFICATION
1. 8.1.You represent and warrant that:
1. 8.1.1the Content and Communications You provide to ImageSpan in any form on the Site are true and accurate;
2. 8.1.2You will at all times comply with all applicable laws, rules, and regulations with respect to Your use of the Site;
3. 8.1.3You will not use the Site in connection with transmitting Content or making Communications or otherwise, to infringe, misappropriate or violate the rights of ImageSpan or third parties;
4. 8.1.4You will only make transmissions of Content to which You have sufficient rights to grant End User"s the rights requested or licensed;
5. 8.1.5You will not knowingly include in Content or Communications or otherwise introduce to the Site, any viruses or other items of a destructive nature; and
6. 8.1.6You will comply at all times with these Terms for the Site as they may be amended from time to time by ImageSpan.
2. 8.2.By accessing and/or using the Site under these Terms, You further agree to ImageSpan"s Privacy Policies, including but not limited to policies regarding disclosure of personally identifiable information.
3. 8.3.You will defend, indemnify and hold harmless ImageSpan against any and all judgments, settlements, penalties, costs and expenses (including attorneys' and other professionals" fees) paid or incurred in connection with claims due to, resulting from or arising in connection with Content and Communications made distributed, displayed, transmitted or published by You, including but not limited to those attributable to:
1. 8.3.1.infringement, misappropriation or violation of any copyrights or other proprietary rights of any third party
2. 8.3.2.errors in or omissions from such Content or Communications.
9. LICENSE FEES
1. 9.1.You will be paid the license fees collected through the LicenseStream system after ImageSpan deducts any revenue share amounts, applicable service fees, unauthorized use detection and enforcement fees, or other agreed upon expenses. These shares, fees, and expenses are deducted from the total license fee collected.
2. 9.2.ImageSpan will pay You only for actual license fees collected by ImageSpan. These fees are documented through the invoices, receipts and other LicenseStream records. ImageSpan will not, under any circumstances, pay You for any license fees collected independent of the LicenseStream system.
3. 9.3.You are solely responsible for any and all royalty payments from any licensing transacted through the LicenseStream system. It is not the intent of ImageSpan and You to create third party beneficiary rights in these entities.
4. 9.4.ImageSpan will not make any deductions or withholdings from the compensation paid to You. You must issue all forms required by federal and state laws for income and employment tax purposes, including W-2 and 941 forms.
5. 9.5.ImageSpan has no liability for payments that are found to contravene the law. You will reimburse ImageSpan for any payments made by ImageSpan to You and later determined to contravene federal, state or local laws and regulations.
6. 9.6.In the event You fail to comply with any provision of this Agreement, ImageSpan may withhold payment of license fees until You have corrected the noncompliance.
10. USE OF MARKS
1. ImageSpan only purports to use names, logos or marks appearing in the Site in those territories in which it or its affiliates are entitled to do so, whether by virtue of pending or registered trademarks, licenses, or otherwise. ImageSpan does not purport to use any name, logo or mark in any territory in which it is not so entitled, and will not supply or offer to supply products and/or services bearing any such name, logo or mark into any such territory. The use or misuse of these trademarks or any other Materials, Content or Communications is strictly prohibited.
11. TERMINATION OF THIS AGREEMENT
1. ImageSpan may terminate this Agreement at any time if You are in breach of these Terms. Upon termination, You will immediately destroy any copies of the Materials in Your possession. End Users shall further immediately destroy any copies of the Content in such End User's possession, unless subject to a valid license agreement with a Provider.
12. U.S. GOVERNMENT RESTRICTED RIGHTS
1. The Materials are provided with "RESTRICTED RIGHTS." Use, duplication or disclosure of the Materials by the U.S. Government and parties acting on its behalf is governed by, and subject to the restrictions set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software-Restricted Rights at 48 CFR 52.227-19, as applicable. Use of the Materials by the Government constitutes acknowledgment of ImageSpan's proprietary rights in them.
13. LINKS TO / FROM OTHER SITES
1. 13.1.Third party sites may be linked to or from the Site. Such linked sites are not under the control of ImageSpan, and ImageSpan is not responsible for the content of any linked site or any link contained in a linked site. ImageSpan reserves the right to terminate any link or linking program at any time. ImageSpan does not endorse companies or products to which it links, unless it expressly states otherwise in writing. If You decide to access any of the third party sites linked to the Site, You do this entirely at Your own risk.
2. 13.2.You may provide links to the Site from other sites provided
1. 13.2.1.that You link only to the Site home page or such pages as ImageSpan may provide for linking,
2. 13.2.2.You do not remove or obscure, by framing or otherwise, any identifications, advertisements, copyright notice, or other notices on the Site,
3. 13.2.3.You give ImageSpan notice of such link via e-mail or certified postal mail, and
4. 13.2.4.You discontinue providing links to the Site if requested by ImageSpan.
14. GENERAL
1. 14.1.ImageSpan maintains offices within the United States of America from which it may administer the Site. ImageSpan makes no representation that Materials, Content or Communications in the Site are appropriate or available for use in other locations, and access to them from territories where their content is illegal is prohibited. Those who choose to access the Site from other locations do so on their own initiative and are responsible for compliance with applicable local laws. You may not use or export the Materials, Content, or Communications in violation of U.S. export laws and regulations. You agree that any claim relating to the Site, Materials, Content, or Communications shall be governed by the substantive laws of the State of California, and You agree to personal jurisdiction, venue and convenient forum therein, and that all disputes relating to this Agreement will be adjudicated exclusively in the Federal and State Courts located in the City and County of San Francisco, CA.
2. 14.2.ImageSpan may revise these Terms at any time by updating this posting. You should visit this page from time to time to review the then-current Terms because they are binding on You. Certain provisions of these Terms may be superseded by additional express legal notices or terms posted on particular pages of the Site. Continued use of the Site following any change constitutes acceptance of the change.
3. 14.3.You may terminate Your access to the Site at any time. ImageSpan may suspend or discontinue providing the Site, Materials, Content, and Communications to You with or without cause and without notice. ImageSpan may pursue any other remedy legally available to it if You fail to comply with any of Your obligations hereunder.
4. 14.4.Except as otherwise provided herein, all notices and other communications hereunder shall be in writing or displayed electronically on the Site by ImageSpan. Notices shall be deemed to have been properly given:
1. 14.4.1.on the date deposited for postal mail
2. 14.4.2.on the date first made available, if displayed in the Site
3. 14.4.3.on the date received, if delivered in any other manner Notices to You may be sent to any of the addresses provided by You on any form on the Site.
5. 14.5.Except as expressly directed otherwise by ImageSpan herein or elsewhere in the Site, notices to ImageSpan should be sent to: ImageSpan, Inc., 1750 Bridgeway, Sausalito, CA 94965 ATTN: General Counsel.
6. 14.6.The failure of ImageSpan to enforce any provision hereof shall not constitute or be construed as a waiver of such provision or of the right to enforce it at a later time.
7. 14.7.You may not assign Your rights or delegate Your duties under these Terms.
8. 14.8.This Agreement will bind Your successors in the same manner as if they were expressly named.
9. 14.9.These Terms constitute the entire agreement between the parties with respect to the subject matter hereof. All prior agreements, understandings, negotiations or representations, whether oral or in writing, relating to the subject matter hereof are superseded and canceled in their entirety.
10. 14.10.The paragraph headings in this Agreement are merely for convenience and are to be given no legal effect.
11. 14.11.If any provision hereof is adjudged to be invalid, void, or unenforceable, the parties agree that the remaining provisions hereof will not be affected thereby, that the provision in question may be replaced by the lawful provision that most nearly embodies the original intention of the parties, and that these Terms for the Site will in any event remain valid and enforceable.