Terms of Service

VERTISTOCK ASSETS LICENCE AGREEMENT

This is a license agreement between you (Licensee) and Vertistock (a unit of Millennial Living Pvt Ltd) that explains how you can use photos, illustrations, vectors and video clips (individually and collectively, “Assets”) that you license from Vertistock. By downloading Assets from Vertistock, you accept the terms of this agreement.

Usage

Licensee is permitted to use the Assets in their own social media content.

The Assets that already have a branded product or a logo in them, shall not be used for commercial purposes such as billboard displays, trade shows, websites, exhibit display, endorsements, advertising content, or merchandising use, or as part of social media campaigns or brand deals.

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Permitted Uses

VERTISTOCK grants to Licensee a non-exclusive, non-sub-licensable, temporary, restricted and non-assignable right to use and reproduce the Assets, solely to the extent explicitly stated in this Agreement. The rights granted under the Agreement may be exercised by the employees of the Licensee, provided that such employees agree to abide by all the terms and conditions of this Agreement and Terms of Use of the Website.

Assets may be cropped, provided that the editorial integrity of the Assets is maintained and not compromised, but shall not, under any circumstances, otherwise be rotated, altered, changed, manipulated and tampered with, either manually or electronically, without VERTISTOCK's prior written permission.

Upon reasonable notice, VERTISTOCK may inspect any records, accounts and books relating to the Reproduction of any of the Assets to ensure that the Assets is being used in accordance with this Agreement.

Prohibited Uses

Use of the Asset in pornographic, fraudulent, immoral, illegal, harassing, offensive, or defamatory material, is strictly prohibited, including, without limitation, any use of an Asset that:

may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you, to any other person, or to any animal;
may create a risk of any other loss or damage to any person or property;
seeks to harm or exploit children by exposing them to inappropriate content, asking for personally identifiable details or otherwise;
may constitute or contribute to a crime or tort;
contains any information or content that we deem to be unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise),libelous, threatening, profane, or otherwise objectionable;
contains any information or content that is illegal (including, without limitation, the disclosure of insider information under securities law or of another party's trade secrets);
contains any information or content that you do not have aright to make available under any law or under contractual or fiduciary relationships;
contains any information or content that you know is not correct and current; or
promotes racism, bigotry, hatred or physical harm of any kind against any group or individual.

Assets shall not be incorporated into a logo, trademark or service mark.

Licensee may not make the Assets available in any medium in a manner intended to allow or invite persons to download or extract the Assets.

If the Assets is used on a website, Licensee shall restrict downloading of the Assets and post terms and conditions on its websites that include restrictions on downloading the Assets. Licensee shall not use Assets in any way that allows others to download, extract or redistribute Assets as a standalone file (meaning just the Assets file itself, separate from the project or end use).

Licensee do not have the right to keep in possession or store the Assets on their server, any digital media, disk or drive whether online or in any other medium from where any third party can have access to the Assets.

Any of the body parts or basic features of the model(s) in the Assets must not be cropped, altered, manipulated or distorted without taking a prior written approval from VERTISTOCK.

Licensee shall not falsely represent that Licensee is the original creator of a work that is made up largely of licensed Assets. For instance, you cannot create artwork based solely on licensed Assets and claim that you are the author.

Licensee shall not use Assets (in whole or in part) as the distinctive or distinguishing feature of a trademark, design mark, tradename, business name, service mark, or logo. Additionally, you shall not be entitled to register (in any jurisdiction) such Assets (in whole or in part) as a trademark or rely on any such registrations or prior use.

Licensee shall not use Assets (including any caption information, keywords or other meta data associated with Assets) for any machine learning and/or artificial intelligence purposes, or for any technologies designed or intended for the identification of natural persons. Additionally, Vertistock does not represent or warrant that consent has been obtained for such uses with respect to model released Assets.

Licensee shall not use Assets in connection with an immutable digital asset intended for sale or other distribution (such as an NFT).

Assets shall not be used contrary to any restriction on use that is provided to Licensee prior to or at the time the Assets is delivered to Licensee. Such restrictions may be included in the Rights and Restrictions or in any other written communication from VERTISTOCK. Any such restriction provided to the Licensee shall be incorporated into and become part of this Agreement.

Access

Rights granted to the Licensee are non-transferable and non-sublicensable, i.e. you cannot transfer or sublicense them to anyone else, except:

Employer or Client: Where Purchaser is licensing Assets on behalf of an employer or client, Purchaser hereby represents and warrants that:

Purchaser is authorized to act as an agent on behalf of the Licensee and has full power and authority to bind Licensee to this Agreement; and
if Licensee disputes Purchaser's power and authority to act on behalf of Licensee with respect to this Agreement, Purchaser shall be bound and liable for any failure of Licensee to comply with the terms of this Agreement. Nothing in this Section shall serve to excuse Purchaser's obligation to make payment to VERTISTOCK for the Assets.

Subcontractors: Licensee may allow subcontractors to use content in your final project or end use. The subcontractors must agree to be bound by the terms of this agreement and may not use the content for any other purpose.

Fees, Renewals & Refunds

Upon expiration of the term, if your subscription is set to AUTOMATICALLY RENEW, you authorise Vertistock to charge, or you agree to pay, the applicable subscription fees at the then applicable rate and taxes for the subscription according to your payment information on file. You may change your auto-renewal preferences in your Vertistock account. Vertistock may deactivate your subscription without prior notice if Vertistock is unable to complete a transaction using the payment information provided by you.

Unused credits shall be carried forward to the next month, if the subscription is continuously renewed. If the subscription lapses, the unused credits shall also lapse. If the subscription is renewed after lapse, unused credits will not be restored.

Vertistock does not offer refunds, due to the digital nature of the product. However, you can cancel your membership for the next month.

Termination

Vertistock may terminate this agreement at any time if the Licensee breaches any of the terms of this agreement with Vertistock, in which case you must immediately: cease using the Assets; delete or destroy any copies; and, if requested, confirm to Vertistock in writing that you have complied with these requirements.

If the Licensee uses the content on a social media platform or other third-party website in a way that is contrary to this agreement, the rights granted for such use shall immediately terminate, and in such event, upon Vertistock’s request, you agree to remove any content from such platform or website.

If the Licensee downloads the Assets with a frequency that is unreasonable, the rights granted for the use of the Assets shall immediately terminate, in which case you must immediately: cease using the Assets; delete or destroy any copies; and, if requested, confirm to Vertistock in writing that you have complied with these requirements.

“Reasonable” means that you may download up to 50 Assets per day. Vertistock considers downloading Assets by any automatic means, such as software, bots etc., not reasonable, and therefore it is prohibited.

In case of termination, Vertistock has the right to block your account, and/or take such steps as deemed necessary, and no refunds will be issued for any unused credit.

Intellectual Property Rights

Vertistock retains all rights, title and interest in the Assets, whether or not expressly granted by this agreement. Such rights are protected by the applicable laws, including, but not limited to copyright, trademark, trade-names, patents, designs, internet domain names, data protection, IT Act, privacy and publicity rights and other rights and statutes. Licensee may be held legally responsible for any intellectual property infringement that is caused or encouraged by your failure to abide by the terms of this Agreement. You are aware that each jurisdiction in the world may have different laws pertaining to the rights of individuals or property depicted in the licensed content, and the You will comply with a ll such laws in use of the licensed content in the applicable jurisdiction.

You may use the name of Vertistock as necessary to give attribution, but you may not otherwise use the name, logos or trademarks without prior written approval.

Releases

Licensee shall be solely responsible for determining whether a release is required in connection with any proposed use of the Asset, and Licensee shall be solely responsible for obtaining any required release. Licensee may request Vertistock if Vertistock has already obtained a model release and/or a property release for the Asset. If Vertistock gives no such notification, then no such model or property release has been obtained.

In the event that no notification as to model or property release is provided by Vertistock, Vertistock shall not be liable for any claims made by any third parties relating to use of the Asset not having the model or property release. Licensee acknowledges that some jurisdictions provide legal protection against a person's image, likeness or property being used for commercial purposes without their consent.

Except where Licensee is specifically notified that a model and/or property release has been obtained by Vertistock, Vertistock does not grant any rights or makes any warranties with regard to the use of names, people, likeness, property, trademarks, trade dress, logos, registered, unregistered or copyrighted audio, designs or works of art or architecture depicted in any Asset. Licensee shall be solely responsible for determining whether a release is required in connection with any proposed use of the Asset, and Licensee shall be solely responsible for obtaining any required release. As to any release delivered with any Asset, Vertistock does not make any representation, warranty or guarantee as to its sufficiency with regard to any use of the Asset made by the Licensee. Licensee shall obtain all necessary individual, model, property, team logo, trademark, audio and other releases, approvals and clearances from third parties as may be required for the Licensee's use of the Asset prior to using the Asset.

If any Licensed Material featuring a model or property is used in connection with a subject that would be unflattering or controversial to a reasonable person or in a manner that would lead a reasonable person to believe that the model personally uses or endorses a product or service, Licensee must accompany each such use with a statement that indicates that:

the Asset is being used for illustrative purposes only; and
any person depicted in the Asset, if any, is a model.

Representation and Warranties

Vertistock does not grant any right or make any warranty with regard to the use of names, people, trademarks, trade dress, logos, registered, unregistered or copyrighted audio, designs, works of art or architecture depicted or contained in the content. In such cases, Licensee is solely responsible to determine whether release(s) is/are required in connection with your proposed use of the content, and you are solely responsible for obtaining such release(s). You acknowledge that no releases are generally obtained, and that some jurisdictions provide legal protection against a person’s image, likeness or property being used for commercial purposes when they have not provided a release. You also acknowledge that organisers of sports, news and entertainment events sometimes impose contractual restrictions on commercial use of content captured at their events. You are also solely responsible for payment of any amounts that may be due under, and compliance with any other terms of, any applicable collective bargaining agreements as a result of your use of the licensed content.

While Vertistock has made reasonable efforts to correctly categorise, keyword, caption and title the Asset, Vertistock does not warrant the accuracy of such information, or of any metadata provided with the content.

The Asset is provided “as is” without representation, warranty or condition of any kind, either express or implied, including, but not limited to, implied representations, warranties or conditions of merchantability, or fitness for a particular purpose. Vertistock does not represent or warrant that the content or its websites will meet your requirements or that use of the content or websites will be uninterrupted or error free.

Vertistock does not make any other warranties, express or implied, regarding the licensed material or its delivery systems, including, without limitation, any implied warranties of merchantability or fitness for a particular purpose. In no event shall Vertistock, its affiliates, subsidiaries and their respective directors, employees, agents, members or any licensor be liable to licensee or any other person or entity for any punitive, special, indirect, consequential or incidental damages, or any other damages, costs or losses, including but not limited to loss of use, loss of profits or loss of data, whether in an action in contract, tort (including, but not limited to negligence) or otherwise, arising out of this agreement, in any way connected with the use of the website, the services, Vertistock image/video content or the materials contained in or accessed through the website, including without limitation any damages caused by or resulting from reliance by user on any information obtained from Vertistock, or that results from mistakes, omissions, interruptions, deletion of files or email, errors, defects, viruses, delays in operation or transmission or any failure of performance, whether or not resulting from acts of god, communications failure, theft, destruction or unauthorized access to Vertistock's records, programs or services, even if Vertistock or its licensors, as applicable, have been advised of the possibility of such damages, costs or losses. No action, regardless of form or nature, arising out of this agreement may be brought by or on behalf of licensee or purchaser more than one (1) year after the cause of action first arose.

In no event shall the aggregate liability of Vertistock, whether in contract, warranty, tort (including negligence, whether active, passive or imputed), product liability, strict liability or other theory, arising out of or relating to the use of the site exceed any compensation the Licensee or the Purchaser has paid in a month, to Vertistock for access to or use of the Website and the Asset.

Licensee should examine the Asset for any possible defects (whether digital or otherwise) before using the Asset. Vertistock shall not be liable for any loss or damage suffered by Licensee or any third party, whether directly or indirectly, arising from any alleged or actual defect in any Asset or its caption or in any way from its usage.

Indemnification

Provided the Asset is only used in accordance with this Agreement and Terms of Use of the Website and Licensee is not otherwise in breach of this Agreement, Vertistock shall defend, indemnify and hold Licensee harmless from all damages (except punitive damages not directly attributable to acts of Vertistock), liabilities and expenses (including reasonable attorneys' fees and permitted and authorized costs) arising out of or connected with any actual or threatened lawsuit, claim or legal proceeding alleging that Vertistock is in breach of its warranties. The foregoing states Vertistock's entire indemnification obligation under this Agreement.

Licensee shall defend, indemnify and hold Vertistock and its parent, subsidiaries and commonly owned or controlled affiliates and their respective officers, directors, agents and employees harmless from all damages (except punitive damages not directly attributable to acts of Licensee), liabilities and expenses (including reasonable attorneys' fees and permitted and authorized costs) arising out of or as a result of claims by third parties relating to:

Licensee's use of any Asset outside the scope of this Agreement;
any other actual or alleged breach by Licensee of this Agreement; or
Licensee's failure to obtain any required release. Such indemnification is in addition to Vertistock 'sright to terminate for a breach of the representations and warranties and is not a waiver or limitationof Vertistock's other rights or remedies.

The party seeking indemnification pursuant to this Clause shall promptly notify the other party ofsuch claim. At indemnifying party's option, indemnifying party may assume the handling, settlementor defense of any claim or litigation, in which event indemnified party shall cooperate in the defenseof any such claim or litigation. Indemnified party shall have the right to participate in such litigation,at its own expense, through counsel selected by indemnified party. The indemnified party (the onenot covering the costs) has to cooperate in any way reasonably requested by the indemnifying party.The indemnifying party will not be liable for legal fees and other costs incurred prior to the otherparty giving notice of the claim for which indemnity is sought.

VERTISTOCK WILL NOT BE LIABLE TO THE LICENSOR OR ANY OTHER PERSON OR ENTITY FOR ANY LOST PROFITS, PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR OTHER SIMILARDAMAGES, COSTS OR LOSSES ARISING OUT OF THIS AGREEMENT, EVEN IF VERTISTOCK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES. SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES OR LIABILITY.

Governing Laws and Jurisdiction

Any dispute, violation, controversy, contest or claim arising out of or relating to this Agreement or the breach, termination or validity thereof (hereinafter the "Disputes") shall be resolved amicably int he first instance. The Parties agree to meet to resolve such dispute in good faith. Should such a solution not be reached, within [30] days from the date of commencement of the dispute, difference or disagreement or such longer period of time as may be mutually agreed by the Parties in writing, such dispute, difference or disagreement shall be referred to Arbitration and shall be finally resolved through arbitration conducted by a tribunal of three arbitrators, with the right of each party to appoint an arbitrator, who in turn will appoint a Presiding Arbitrator. The Presiding Arbitrator shall pass a speaking award. Any order/directions/awards of the majority of the tribunal shall be final and binding on both the parties. The arbitration proceedings shall be in accordance with the Indian Arbitration and Conciliation Act 1996 and Rules there under as at present in force. The seat of arbitration shall be Delhi, India. The arbitration shall be administered in accordance with its practice, rules and regulations. If the award passed in the Arbitration proceeding is not acceptable to any of the Party, then the Party is free to approach the appropriate court of law as agreed herein below. This Agreement shall be construed in accordance with and governed by the laws of India without giving effect to their conflict of laws principles or rules. The courts at Delhi, India shall have exclusive Jurisdiction.

Unauthorised Use

Any use of the Asset in a manner not expressly authorized by this Agreement or in breach of a term of this Agreement constitutes copyright infringement and other violation, entitling Vertistock to exercise all rights and remedies available to it under copyright laws and other statutes around the world. Licensee shall be responsible for any damages resulting from any such copyright infringement and other violation, including any claims by a third party. In addition and without prejudice to Vertistock’s other remedies under this Agreement, Vertistock reserves the right to charge and Licensee agrees to pay a fee equal to up to five (5) times Vertistock standard license fee for the unauthorized use of the Asset.

Remedy for Breach

Licensee agree that any breach of this Agreement by Licensee or their representatives would cause Vertistock irreparable harm, injury, loss and damage, the extent of which would be impossible to ascertain and for which monetary damages would not be an adequate remedy. Accordingly, in addition to any other remedies Vertistock may have at law or in equity, Vertistock shall be entitled to injunctive and other equitable relief in the event of any such breach of this Agreement by Licensee or their representatives.

Modifications

Vertistock reserves the right to change any of the terms and conditions contained in this Agreement or any policy or guideline of the Website, at any time and in its sole discretion. Licensee's continued use of the Website following the posting of such changes will constitute Licensee's acceptance of such changes and Agreement.

Severability

If one or more of the provisions contained in this Agreement is found to be invalid, illegal or enforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected. Such provisions shall be revised only to the extent necessary to make them enforceable.

Entire Agreement

Waiver

No action of Vertistock, other than express written waiver, may be construed as a waiver of any of provisions of this Agreement. A delay on the part of Vertistock of its rights or remedies will not operate as a waiver of such rights or remedies, and a single or partial exercise by Vertistock of any such rights or remedies will not preclude other or further exercise of that right or remedy. A waiver of a right or remedy on any occasion will not be construed as a bar to or waiver of rights or remedies on any other occasion. Any rights not expressly granted herein are reserved.

Acknowledgement

YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE READ THIS AGREEMENT AND UNDERSTAND IT PRIOR TO AGREEING TO IT. IN CONSIDERATION OF VERTISTOCK AGREEING TO PROVIDE THE ASSET, YOU AGREE TO BE BOUND BY ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT. YOU FURTHER AGREE THAT THIS IS THE ENTIRE AGREEMENT AND SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN VERTISTOCK AND YOU, RELATING TO THE SUBJECT OF THIS AGREEMENT.

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