Last Updated: December 1, 2016
“Personal Information” means any information that may be used to identify an individual, including, but not limited to, a first and last name, home or other physical address, an email address, phone number or other contact information, whether at work or at home, and if you transact business with us, financial information such as your payment method (valid credit card number, type, expiration date or other financial information) or in the case of a Content Partner, banking and other financial institution information required in order for us to compensate you.
In a few areas on our Sites, we ask you to provide Personal Information that will enable us to enhance your use of our Sites or for purposes such as facilitating correspondence with you, registering your access to certain special features of our Sites or to complete transactions. It is always your choice whether or not to provide that Personal Information. If you choose not to provide requested Personal Information, you may not be able to use certain features of the Sites.
We may also automatically receive and record information on our server logs from your browser, such as your IP address, cookie information, the referring domain, pages visited, search terms, and the page you request. Other information regarding your use of and interactions with our Sites and the products, services and advertisements available through or on our Sites, may also be recorded. All of such information is “Non-Personal Information.”
We may also use the Sites to collect information from your web browser about your activities over time and across third-party websites, applications or other online services (“Online Tracking Information”). Your web browser may allow you to opt-out of our collection of Online Tracking Information by selecting a “do not track” (or similar) setting. However, we do not currently have processes to address those settings or other “do not track” requests, and consequently, cannot guarantee that we will honor such requests. If you do not want us to collect this information, do not use the Sites.
We may use the Non-Personal Information we collect for a variety of purposes, including some of the same purposes for which we use Personal Information, and in particular to operate and improve our Sites.
In limited circumstances, your Personal Information may be disclosed to third parties. We may use agents or contractors to support or perform certain of the functions of our Sites and to generally provide services to our users. Our agents or contractors may have access to your Personal Information in that capacity. All agents or contractors who have access to your Personal Information are required to keep the information confidential and not use it for any other purpose than to carry out the services they are performing for Lightstock or as otherwise may be required by law. In connection with our email communications to you, we may use a third-party application or service to manage the process of sending emails, maintaining our unsubscribe list, and otherwise in connection with such functions, and we may need to provide certain of your information to third parties for use for those purposes. We will not, however, provide your Personal Information to third parties for use for their own marketing purposes.
We may also disclose your Personal Information if required to do so by law or if it is our good faith belief that disclosure is necessary in order to: (1) conform to the edicts of the law or comply with legal process served on Lightstock; (2) protect and defend the rights or properties of Lightstock; or (3) act in urgent circumstances to protect the personal safety of users of Lightstock, our Sites or the public.
Further, in the event that Lightstock should ever file for bankruptcy, undergo a corporate reorganization or be acquired by or merged with another company, we may sell the information you provide to us or that we collect through your use of our Sites (including your Personal Information) in conjunction with such transactions, generally to the successor to our assets through the consummations of such transactions.
To access, update and delete your Personal Information you may either send us an email at email@example.com or log into your account and access the “My Account” section of our Site (if applicable).
The Security of Your Information
Lightstock protects the security of your information during transmission by using Secure Sockets Layer (SSL) software, which encrypts the information you input.
Links to Third Party Sites
Our Sites may contain forums, bulletin boards, discussion groups, chat rooms and other interactive areas where you may be able to publicly post information, communicate with others and submit media content. Prior to posting in these areas, please note that all the information you post will be accessible to anyone with Internet access, and any Personal Information you include in your posting may be read, collected and used by others. We are not responsible for how others might use Personal Information you submit in connection with the interactive areas, including sending you unsolicited messages.
Lightstock’s Sites are not directed to people under 13. We do not knowingly allow anyone under the age of 13 to register for any of our Sites, nor do we knowingly collect or solicit personal information from anyone under the age of 13. If we become aware that a person under the age of 13 has registered for our Sites, we will take steps to promptly terminate that person’s account and remove such person’s information from our systems.
Last Updated: December 1, 2016
“Content” means Your Content, Partner Content, Lightstock Content and any other content on or available through the Site.
“Content Partner” means a party that has elected to supply one or more photographs, still images, video clips or other content under the terms of the Content Partner License Agreement
“Lightstock Content” means Content that we or our licensors create and make available in connection with the Site. “Member” means a registered user of the Site.
“You” and “your” refer to you, as a user of the Site. A “user” is someone who accesses, browses, crawls, scrapes or in any way uses the Site. “We”, “us” and “our” refer to Lightstock.
“Your Content” means any and all forms of communication or content that you submit or transmit to, through, or in connection with the Site (excluding Partner Content that you submit as a Content Partner under the Content Partner License Agreement , such as messages and information that you publicly display or displayed in your account profile (for example, on any community message or comment board that we make available).
These Terms will apply with respect to your use of the Site from and after the date set forth above. If, however, you are a registered user (whether as a Content Partner or Member), changes to these Terms will not apply to you if you reject the changed Terms the next time you login to your account. If you do not agree to these Terms, or if you are a Content Partner or Member and you reject the changed Terms, you will be deemed to have terminated your account with us and must immediately discontinue your use of the Site. If you continue to use the Site, such use will signify your acceptance of these Terms.
3. Using the Site
To register as a Member, become a Content Partner or access or use the Site, you must be 18 years or older and have the requisite power and authority to enter into these Terms. You agree and represent and warrant that all information you provide to Lightstock during any registration processes (whether as a Member, Content Partner or otherwise) (“Sign-Up Data”) will be true, accurate, complete and current, and that you will maintain and update the Sign-Up Data as needed throughout the term of your registration to keep it accurate and current. Your failure to provide accurate, complete and current Sign-Up Data may result in the suspension and/or termination of your account.
You may not register as a Member or Content Partner or otherwise access or use the Site if we have previously banned you from the Site or terminated your Member or Content Partner account.
Your right to access and use the Site is subject at all times to your compliance with these Terms and, to the extent applicable to you, the Content Partner License Agreement as well as any other agreement or terms with us to which you are subject. Your use of the Site is at your own risk, including the risk that you might be exposed to Content that is inaccurate, inappropriate, indecent or otherwise objectionable or offensive.
C. Member Accounts
You may use certain features of the Site without a Member account and will have the ability to participate in some, but not all, of the features and services available within the Site. In order to access additional features and services, you must become a registered Member and agree to be subject to the License Terms
D. Lawful Use
You may not use the Site or any of the Content, products or services available through the Site for any unlawful
purpose, and you will not encourage, assist or allow any third party to do so.
A. Responsibility for Your Content
You alone are responsible for Your Content. You assume all risks associated with Your Content, including anyone’s reliance on its quality, accuracy or reliability, or any disclosure by you of information in Your Content that makes you personally identifiable. You represent that you own or have all required rights, licenses, permissions, waivers and releases required to create such Content and to grant the rights and licenses granted herein. You also represent that Your Content will not infringe, misappropriate or violate any law or any patent, trademark, copyright, trade secret, right of privacy, attribution or publicity, moral rights or any other intellectual property or other right of any third party.
You agree that Your Content will not (i) be unlawful, harmful, threatening, abusive, harassing, tortious, indecent, profane, obscene, hateful or otherwise objectionable or offensive; or (ii) be or contain information that is inaccurate, misleading or false. Furthermore, Your Content must not be prohibited by the Section 7 below.
B. Our Right to Use Your Content
We may use Your Content in a number of different ways, including publicly displaying it, reformatting it, incorporating it into advertisements and other works, creating derivative works from it, promoting it, distributing it and allowing others to do the same in connection with their own websites, mobile applications and other media platforms (“Other Media”). As such, you hereby grant us and to our affiliates and successor organizations a non- exclusive, perpetual, irrevocable, worldwide, royalty-free, paid-up, right and license to copy, reproduce, prepare derivative works based upon, distribute, perform, display, transmit and modify Your Content in connection with the operation and promotion of the Site and the services and Content available through the Site. You also irrevocably grant the users of the Site and any Other Media the right to access Your Content in connection with their use of the Site and any Other Media. Finally, you irrevocably waive, and cause to be waived, against Lightstock and its users any claims and assertions of moral rights or attribution with respect to Your Content.
We reserve the right to delete, move, refuse to accept or edit Your Content from time to time at our sole discretion.
The use of Partner Content supplied by Content Partners for license to paying Members on and through the Site shall be governed by these Terms and the applicable Content Partner License Agreement
As between you and Lightstock, you own Your Content. Except for the foregoing, Lightstock, its affiliates and licensors, as applicable, own and retain all proprietary rights in the Site and the Content thereon. The Site contains the copyrighted material, trademarks, and other proprietary information of Lightstock, its affiliates and licensors. Except as expressly provided in Section 10 for Members, you do not have any right to use any such Content without our prior written permission.
A. You agree not to, and will not assist, encourage or enable others to, use the Site to:
B. You also agree not to, and will not assist, encourage or enable others to:
You agree that Lightstock shall have the right to determine in our sole discretion whether and to what extent to proceed against another user for any actual or perceived violation of these Terms. While we encourage you to let us know if you believe another user has violated these Terms, we reserve the right to investigate and take appropriate action at our sole discretion. You hereby release Lightstock from any and all claims you might have, either directly or indirectly, arising out of or in connection with a determination by Lightstock to proceed or not to proceed against any such party in any particular instance.
6. Privacy and Communications
7. Digital Millennium Copyright Act
You may not post, distribute, or reproduce in any way any copyrighted material, trademarks, or other proprietary information without obtaining the prior written consent of the owner of such proprietary rights. Without limiting the foregoing, if you believe that your work has been copied and posted on the Site in a way that constitutes copyright infringement, please submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing our Copyright Agent with the following information in writing:
Lightstock’s Copyright Agent for notice of claims of copyright infringement can be reached by email at firstname.lastname@example.org or by mail at Lightstock, LLC, 3333 Premier Dr, Plano, TX 75023.
8. FEEDBACK AND SUGGESTIONS
While we welcome your feedback, ideas and suggestions, it is important to be aware of the following. By sending us any feedback, ideas or suggestions (“Feedback”), you agree that (i) your Feedback does not contain the confidential or proprietary information of third parties, (ii) we are under no obligation of confidentiality, express or implied, with respect to the Feedback, (iii) we may have something similar to the Feedback already under consideration or in development, and (iv) you grant us an irrevocable, non-exclusive, royalty-free, perpetual, worldwide, sublicensable, transferable license and right to use, reproduce, modify, publish, distribute and commercially exploit the Feedback.
9. THIRD PARTIES
The Site may include links to third party websites or resources. Lightstock has no control over such sites and resources, and you acknowledge and agree that Lightstock is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products or other materials on or available from such sites or resources. You further acknowledge and agree that Lightstock shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of, or reliance upon, any such content, goods or services available on or through any such site or resource.
10. MEMBER TERMS
This Section 10 applies to you only if you elect to become a registered Member of our Site.
We may from time to time offer various pricing models for access to and use of Partner Content. Such models may include, but are not necessarily limited to: (i) monthly and yearly subscriptions, whereby you pay a recurring fixed amount for access to a corresponding number of subscription credits; and (ii) non-recurring one-time amounts on a “pay as you go” basis, whereby you pay a one-time fee for a set number of credits. Our pricing is set forth on our Plans & Pricing Page. If we change our pricing or other details regarding our licensing models, such changes will apply to your next subscription renewal period or your next order, as applicable.
For those Members who, as of the Effective Date of these Terms, are converting from our “credits” model to our pay-as-you-go “credits” model, you will receive a fixed number of credits in exchange for your credits in accordance with the notice we previously sent to you.
For subscribers, if you do not use all of the available monthly credits under your subscription plan, the unused credits will roll forward for use in subsequent months, up to a cumulative maximum of 6 months worth of credits in your account based on your then-current monthly subscription plan. Once you have rolled forward the maximum amount of credits for your plan, any further unused credits will expire. If you cancel your subscription at any time, then all unused subscription credits in your account (including all credits that have rolled over) will expire. By way of example, if your subscription plan allows for 10 credits per month and over a nine-month period you use a total of 20 credits (such that you have 70 unused credits), your account will reflect 60 credits as having rolled over and 10 credits will have expired.
You should carefully consider which licensing model is right for you, as all fees are non-refundable. You will not be entitled to a refund of unused subscription credits or “pay as you go” credits if you terminate your Member account or if we terminate your Member account, irrespective of the reason.
The subscription policies disclosed to you that the time you register your Member account are incorporated herein by reference and form a part of our agreement with you.
B. License to Partner Content
If you elect to download Partner Content, then subject to the terms and conditions of these Terms and of the scope, you will be granted a non-exclusive license to copy, reproduce, prepare derivative works based upon, distribute, perform, display, transmit and modify such Partner Content within the applicable scope of use. The extent of your use rights will depend on the license type you select, which currently include single-seat, multi-seat and extended use licenses (details of which are described below). All licenses, irrespective of type, will be for your personal use and may not be transferred or sublicensee to any other party, though you will be allowed to use contractors and other vendors to produce the materials on or in which the Partner Content you license will be displayed or otherwise contained. Each license to Partner Content granted to you hereunder will survive until the earlier of the complete use of the Partner Content permitted by the use rights you procure or the termination of your Member account with Lightstock. You will not receive any ownership of any Partner Content, and except for the limited license granted hereunder, all right, title, and interest in and to the Partner Content will remain with the applicable Content Partner and Lightstock, as may be applicable.
C. Permitted Uses and Prohibited Uses
You may generally use Partner Content that you license for your personal or business purposes, though there are certain uses that are specifically prohibited. If you have any doubts whether a particular use is permitted or prohibited by your license, please email us at email@example.com and include a detailed description of your planned use.
For purposes of clarity, use of Partner Content in presentations and newsletters, on your website, for promotional purposes involving your organization (such as advertising an event you are holding) are all permitted. You can also use Partner Content on items you distribute to your members at no charge (such as posters, pamphlets, calendars, mugs and t-shirts), provided that you do not produce more than 100,000 copies of the particular Partner Content. Our extended license option allows an unlimited number of copies for certain types of use, and if you intend to produce more copies than is otherwise permitted, you should determine whether an extended license applies to the type of use you are contemplating. If you are interested in using Partner Content for purposes that might exceed 100,000 copies and the extended license does not cover the use you are contemplating, please contact us for pricing and terms.
You may not, under any license type, sell copies of the Partner Content or items that display or contain the Partner Content or otherwise use the Partner Content for commercial purposes nor utilize the Partner Content in any “on demand” manner (for example, you may not use Partner Content in a manner such that the content or items containing or reflecting the Partner Content would be licensed, sold or otherwise distributed when requested or otherwise “on demand” by the consumer or end user). If you are interested in using Partner Content for a commercial or “on demand” purpose, please contact us for pricing and terms.
Much of the Partner Content available on the Site is provided by third parties, and you acknowledge that, while we require all of our Content Partners to represent and warrant that they have the necessary rights to allow our Members to use their Partner Content in the manner contemplated by these Terms, we do not independently verify that they have secured such rights. By way of example and not limitation, there may be circumstances where particular content contains an iconic image, a public personality or a third-party logo or trademark; in some cases, use of that content might require a third-party consent. Whether a third-party consent is required may depend on the manner in which you plan to use the particular image or video and, accordingly, is something that you will need to determine for yourself. If you are unsure of whether your particular use implicates the need for a third-party consent, then you should consult an attorney or consider carefully whether you are comfortable using that particular image or video. If we receive any complaints from a third-party asserting that his, her or its rights have been violated, we will promptly notify you, and you agree to immediately cease further use of the applicable image or video clip until it has been determined whether the proper consents have been granted. We will not be responsible to you for any damages, losses, costs, expenses or other amounts under any such circumstances.
Additionally, to the extent there is a copyright, trademark or other proprietary rights notice on or in the Partner Content, you may not remove it or obscure it.
D. Restrictions on Use
Only you are permitted to use Partner Content that you license. We consider “you” to be the person or entity for which a unique federal taxpayer identification number has been assigned. If “you” are an individual, this would be your social security number; if “you” are an organization organized as a formal legal entity (for example, a corporation, limited liability company, limited partnership or limited liability partnership), this would be the taxpayer ID number assigned to you by the IRS. By way of contrast, if you are a group of individuals engaged in some shared undertaking but have not formally organized as a legal entity, then “you” means only the individual person who downloads the image or video clip from our site, which, as a consequence, means that “you” cannot use the Partner Content for the shared purpose of your group; rather, each individual in your group will be required to purchase a license. We count “you” (and users) this way so that we can keep track of who the ultimate licensee is and make sure that your use rights apply properly. This should be straightforward in most cases, but where you are a part of an affiliation of people rather than a part of a formally organized legal entity, the only way to comply with our license terms is to make sure that all members of your group separately purchase licenses. If you have any questions about how “you” fit into the above licensing models, please contact us.
If you select a single-seat license, you are permitted to install and use the Partner Content in only one location (which must be owned and controlled by you) at a time for use by the number of individual employees and full-time contractors for whom you procure a license. For purposes of clarity, if you store the Partner Content on a server or in any “cloud” technology, you may only allow the maximum number of individuals for whom you have procured a license access and use the Partner Content. By way of example, if you purchase a license for three individuals to access and use particular Partner Content, then only those three individuals (or any replacement of any such individual upon a change of employment) may access and use that Partner Content (provided that use must be for your benefit only and must otherwise comply with these Terms).
If you select a multi-seat license, you are permitted to install and use the Partner Content in an unlimited number of your locations (provided that such locations are owned and controlled by you) for use by an unlimited number of your employees and full-time contractors (provided that use must be for your benefit only and must otherwise comply with these Terms).
If you select an extended license, you may produce an unlimited number of copies of Partner Content on items the value of which is not derived in any meaningful way from the image or video clip. By way of example, use of Partner Content on a book jacket is permitted under an extended license, irrespective of the number copies ultimately made. In contrast, you may not include Partner Content in a calendar or on mugs or t-shirts, as the image is, in all such cases, an inherent part of the value of the item, which while useful on their own without the image or video clip, are selected by the user or consumer because of the images or video clips. (We recognize that some people do in fact “judge a book by its cover” and purchase a book because of the image on the front, but as a general rule, you should consider an extended license if you want the flexibility to exceed the maximum number of copies under the regular license and the item on which you plan to use the Partner Content would appeal to the same group of users and consumers even without that Partner Content.)
You may make a single copy of the Partner Content for back-up purposes. You must reproduce all proprietary notices and markings on the back-up copy as well as any other permitted copies of all Partner Content.
Other than the limited uses permitted under extended license terms, you may not use Partner Content in products for resale, license or other distribution, unless the original Partner Content has been modified in such a manner that the primary value of such modified or derivative work is not recognizable as the Partner Content nor is the Partner Content capable of being downloaded, extracted or accessed therefrom on a stand-alone file. If a modified work satisfies the foregoing, it will constitute a “Permitted Derivative Work” for purposes of these Terms. For purposes of clarity, superficial modifications of Partner Content (for example, changing color or font, cropping or extracting a portion of the image (for use on a stand-alone basis or in combination with other content) and similar mechanical modifications, or adding a banner to contain a message or logo) will not be considered sufficient for a modification to constitute a Permitted Derivative Work. If you have any doubt about a particular modification, please contact Lightstock for guidance. Notwithstanding the foregoing, you may not use Partner Content, even in such a form that it constitutes a Permitted Derivative Work, in any “on demand” manner nor to produce more than 100,000 copies. If you are interested in using Partner Content for any such purposes, please contact us for pricing and terms.
You are also prohibited from using Partner Content in any of the following ways: (i) as part of a trademark, servicemark, logo or any similar purpose; (ii) in a fashion that could be or is considered by any person or entity as, or under applicable law is considered to be, pornographic, obscene, immoral, defamatory, libelous, infringing or otherwise in violation of the rights of any person or entity; and (iii) in a fashion that would be reasonably likely to bring any person, entity, place or thing into disrepute. Additionally, if Partner Content features or includes a model or other person, you are prohibited from using that Partner Content in any manner that (iv) could reasonably lead a person to think that such individual uses or personally endorses any business, product, service, cause, association or other matter; or (v) depicts such person in a potentially sensitive situation or subject matter (for example, mental and physical health issues, social issues, sexual connotations or implied sexual activity or preferences, substance abuse, crime or other illegal activity, mental or physical abuse, or any other subject matter that could be offensive or unflattering to any person reflected in such Partner Content). You further acknowledge and agree to stop using Partner Content upon Lightstock’s request for any reason as Lightstock may determine in its sole discretion, including, but not limited to, any of the above reasons, and that Lightstock will be the exclusive and final arbiter of such determination, and you hereby waive any and all claims against Lightstock in connection with all such determinations.
If you use Partner Content digitally (such as on a website), the size may not exceed 1200 x 800 pixels.
Certain Partner Content may come with additional restrictions on use that that will be specified with the particular image or video clip when you select that image or video clip from our galleries for pricing and additional information.
E. Subscriptions & Charges to Your Account
You agree to pay Lightstock all amounts associated with your Member account, including subscription fees, pay-as-you-go fees and other amounts as may be applicable, and you authorize Lightstock to charge the credit card or other payment provider you specify through your Member account (your “Authorized Payment Method”). You agree to make payment using the Authorized Payment Method. Lightstock reserves the right to, and may, correct any billing errors or mistakes that it makes even if it has already requested or received payment. Additional terms may apply to your payment based on your Authorized Payment Method and agreements between you and the financial institution, credit card issuer or other provider of your Authorized Payment Method. If you initiate a chargeback or otherwise reverse a payment made with your Authorized Payment Method, Lightstock may in its discretion suspend access to your Member account and ability to download Partner Content in order to be certain that you do not have access to downloads that you have not paid for pending determination of whether the chargeback or reversal is proper. Upon resolution of the matter and, if it is determined that you owe the amounts that were charged back or reversed, receipt of your payment, access to your Member account will be restored. If Lightstock successfully disputes the reversal, and the reversed funds are returned, you will not be entitled to a refund or to have your Member account or subscription reinstated with any credit for the period of time during the period of the dispute.
Your account will be subject to an automatic renewing feature, such that your subscription will continue indefinitely until cancelled by you. After your initial subscription period, and again after any subsequent subscription period, your subscription will automatically continue for an additional equivalent period, until cancelled by you or until your Member account is terminated by either you or Lightstock. If you do not wish your account to renew automatically, or if you want to change or cancel your subscription, please log in and go to “Account Settings” on the Site or your Member account page on the Site and follow the directions. If you cancel your subscription, your subscription will not be renewed after your then-current subscription term expires. You will not, however, be eligible for a refund of any portion of the subscription fee paid for the then-current subscription period.
By subscribing or selecting a pay-as-you-go plan or electing any other option for which we charge a fee, you authorize the Company to charge your Authorized Payment Method, which, in the case of subscription plans, will be charged now and again at the beginning of any subsequent subscription period, and for other payment plans and orders, will be charged immediately upon placing the order. You also authorize the Company to charge you for any sales or similar taxes that may be imposed on your subscription and other payments. Upon the placing of your order or the renewal of your subscription, if the Company does not receive payment from your Authorized Payment Method provider, you agree to pay all amounts due on your billing account upon demand and you agree that the Company may either terminate or suspend your Member account and your subscription and continue to attempt to charge your Authorized Payment Method provider until payment is received. Upon receipt of payment, your Member account will be activated and for purposes of automatic renewal, your subscription period will begin as of the day payment was received.
You must provide current, complete and accurate information for your Authorized Payment Method. You must promptly update all information for Authorized Payment Method to keep it current, complete and accurate (such as a change in billing address, card number or expiration date), and you must promptly notify the Company if your Authorized Payment Method is canceled (including if you lose your card or it is stolen), or if you become aware of a potential breach of security (such as an unauthorized disclosure or use of your Member account user name or password). Changes to such information can be made at “Account Settings” on the Site or your Member account page on the Site. You agree that you are responsible for all fees accrued under your Member account. In addition, you authorize us to obtain updated or replacement expiration dates and card numbers for you credit or debit card as provided by your credit or debit card issuer.
You agree to indemnify, defend and hold Lightstock, its affiliates and their respective employees, officers, directors, shareholders and agents harmless from and against any and all claims, actions, suits, proceedings, liabilities, losses, damages, liabilities, fines and penalties together with all costs and expenses (including, without limitation, reasonable attorneys’ fees) incurred by such persons and entities as a result of, or arising out of or in connection with: (i) your use of the Site (including, but not limited to, use under your Member name by any person, whether or not authorized by you), (ii) any breach by you of these Terms, (iii) any of Your Content; or (iv) any claim that your use of Partner Content infringes, misappropriates or otherwise violates any law or any patent, trademark, copyright, trade secret, right of privacy, attribution of publicity, moral rights or any other intellectual property or other right of any third party or any other claim arising from your use of Partner Content. Lightstock reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of Lightstock.
12. Disclaimers and Limitations on Liability
EACH OF THE PARAGRAPHS IN THIS SECTION APPLIES ONLY UP TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW. NOTHING HEREIN IS INTENDED TO LIMIT ANY RIGHTS YOU MAY HAVE WHICH MAY NOT BE LAWFULLY LIMITED.
THE SITE, INCLUDING ANY CONTENT CONTAINED THEREON, IS PROVIDED BY LIGHTSTOCK ON AN “AS IS” BASIS WITHOUT REPRESENTATION, WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. YOUR USE OF THE SITE AND CONENT IS AT YOUR OWN DISCRETION AND RISK. LIGHTSTOCK DOES NOT REPRESENT OR WARRANT THAT THE SITE WILL BE AVAILABLE AT ALL TIMES OR THAT USE WILL BE UNINTERRUPTED OR ERROR FREE.
LIGHTSTOCK MAKES NO CLAIMS OR PROMISES WITH RESPECT TO ANY THIRD PARTY, INCLUDING, BUT NOT LIMITED TO, CONTENT PROVIDERS AND OTHER USERS OF THE SITE. ACCORDINGLY, LIGHTSTOCK IS NOT LIABLE TO YOU FOR ANY LOSS OR DAMAGE THAT MIGHT ARISE FROM THEIR ACTIONS OR INACTIONS.
IN NO EVENT SHALL LIGHTSTOCK BE LIABLE FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING DAMAGES FOR LOSS OF PROFITS OR ROYALTIES) UNDER OR IN CONNECTION WITH THE SITE, THESE TERMS OR THE SUBJECT MATTER THEREOF OR HEREOF, EVEN IF LIGHTSTOCK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER THE ACTION IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE.
LIGHTSTOCK’S TOTAL MAXIMUM AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THESE TERMS OR THE SUBJECT MATTER HEREOF SHALL BE LIMITED TO AN AMOUNT EQUAL TO $10.00 OR, IF YOU ARE A MEMBER AND SUCH AMOUNT IS GREATER, AN AMOUNT EQUAL TO THE
TOTAL FEES PAID BY YOUR TO US DURING THE THREE MONTHS PRIOR TO THE DATE ON WHICH YOUR CLAIM AROSE (SUCH AMOUNT BEING INTENDED AS A CUMULATIVE CAP, AND NOT PER INCIDENT).
FOR PURPOSES OF CLARITY, IF YOU ARE A CONTENT PARTNER, YOUR SOLE AND EXCLUSIVE REMEDY SHALL BE UNDER THE TERMS OF THE CONTENT PARTNER AGREEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, LIGHTSTOCK WILL HAVE NO LIABILITY ARISING OUT OF ANY LOST, DAMAGED OR INCORRECT CONTENT PRESENTED ON OR STORED BY YOU THROUGH THE SITE.
13. Choice of Law and Venue
Texas law will govern this Agreement, as well as any claim, cause of action or dispute that might arise between you and Lightstock, without regard to conflict of law provisions. You agree that in the event of any dispute related to these Terms, the Site, Content, Lightstock or otherwise in connection with the subject matter of the relationship established by these Terms or your participation as a Member, the state and federal courts located in Dallas, Texas will have exclusive jurisdiction, and you hereby irrevocably submit to the exclusive jurisdiction of such courts. These Terms will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly disclaimed.
You consent to service of any required notice or process upon you by email, registered mail or overnight courier with proof of delivery notice, addressed to the address or contact information provided by you when you register as a Member.
If Lightstock goes to court to enforce any of its rights and is successful in such action, you agree to reimburse Lightstock for its attorneys’ and legal fees and other reasonable costs and expenses incurred in connection with such action.
14. Term and Termination
Members may terminate their membership at any time by closing the applicable Member account. You may also cease being a user by discontinuing use of the Site at any time. If you are a subscriber and you cancel your membership, you will continue to be able to access and use your account for the remaining portion of your paid-for subscription term.
All accounts will remain active as long as there is login activity within in an 18 months period. Be advised, accounts with unused pay-as-you-go credits will be deactivated if no activity has occurred on the account for a period of 18 consecutive months. Any unused pay-as-you-go credits will expire and be terminated upon deactivation. However, you may request the reinstatement of any unused credits by emailing firstname.lastname@example.org. Reinstatement of unused credits will be granted at Lightstock’s discretion. You acknowledge and agree that we may close your Member account at any time thereafter with or without notice to you.
We may close your account, suspend your ability to use certain portions of our Site, and/or ban you altogether from our Site for any or no reason, and without notice or liability of any kind.
All fees are nonrefundable. In no event, and irrespective of the reason for termination by either you or us of your membership, will you be entitled to a refund of any portion of your subscription and other fees or for unused credits.
In the event of any termination, whether by you or us, Section 4 – 8 and 11 – 15, as well as all other terms that by their nature would survive termination of this Agreement, shall be deemed to survive such termination.
15. General Terms
Nothing in these Terms will be construed to constitute either party as the agent, employee or representative of the other party, and no joint venture or partnership will be created hereby. Neither party will make or have the power or authority to act for, bind or otherwise create or assume any obligation on behalf of the other party for any purpose whatsoever.
Lightstock’s failure to insist upon or enforce strict performance of any provision of these Terms shall not be construed as a waiver of any provision or right.
We reserve the right to modify, update, interrupt, suspend or discontinue any or all of the Site (or any part thereof) at our sole discretion, at any time, for any or no reason, and without notice or liability. You agree that Lightstock shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Site.
We may provide you with notices, including those regarding changes to these Terms by email, regular mail or communications through the Site. It is your responsibility to keep your email address current and to set your spam filters to accept emails from us. Any notice that we send to the email address on file in your Member account will be deemed to have been effectively provided even if the email address on file with your account is out-of-date, invalid or you otherwise do not receive or see our email to you.
Nothing herein is intended, nor will be deemed, to confer rights or remedies upon any third party.
Lightstock's failure to insist upon or enforce strict performance of any provision of this Agreement shall not be
construed as a waiver of any provision or right.
These Terms are personal to you and is binding upon your heirs, executors and legal representatives, as the case may be, and is not assignable by you without Lightstock's prior written consent. Lightstock may assign these Terms to any other party without your consent.
If all or part of any provision of these Terms is wholly or partially unenforceable, the remaining provisions hereof shall not be affected, and these Terms shall continue in full force and effect as if such unenforceable provision had never constituted a part hereof, and the parties or, in the event the parties are unable to agree, a court of competent jurisdiction, shall put in place of such whole or part provision an enforceable provision or provisions, that as nearly as possible reflects the terms of the unenforceable whole or part provision.
These Terms are in the English language only, and the English language version shall control in all respects. In the event that these Terms are translated into another language, such translation shall not be binding upon the parties. All references to money, royalties, fees or currency shall be deemed to be United States Dollars.
These Terms constitutes the entire agreement between the you and Lightstock with respect to the subject matter hereof and supersedes all prior and contemporaneous proposals, conversations, discussions and agreements between or among the parties relating to the subject matter of this Agreement and all past dealing or industry custom.
YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS, UNDERSTAND THEM, AND HAD AN OPPORTUNITY TO SEEK INDEPENDENT LEGAL ADVICE PRIOR TO AGREEING TO THEM.