Understand.com Content License Agreement

THIS IS A LEGAL AGREEMENT (THE "AGREEMENT") BETWEEN PURCHASER (IF ANY), CONTENT CONSUMER (IF ANY) AND UNDERSTAND.COM, LLC. ("UNDERSTAND" OR “WE”). THIS AGREEMENT APPLIES TO LICENSES ISSUED VIA THE WEB AND VIA AN UNDERSTAND SALES REPRESENTATIVE, AND IS APPLICABLE TO DIGITAL DELIVERY OF CONTENT AS DEFINED HEREIN. BY ORDERING A LICENSE, LICENSEE, AND, IF APPLICABLE, PURCHASER, IS CONFIRMING THAT IT HAS CAPACITY TO FORM A CONTRACT UNDER ITS LOCAL LAWS.

USE OF THE SERVICES (INCLUDING ACCESS TO THE CONTENT) IS SUBJECT TO COMPLIANCE WITH THESE TERMS WHICH INCORPORATE BY REFERENCE OUR PRIVACY POLICY AVAILABLE AT UNDERSTAND.COM/PRIVACY ("PRIVACY POLICY") AND ANY END USER LICENSE AGREEMENT THAT MIGHT ACCOMPANY THE APPLICABLE SERVICE. THEREFORE, BY ACCESSING OR USING ANY OF THE SERVICES THROUGH ANY ACCESS POINT (INCLUDING BY VISITING THE UNDERSTAND SITE, OR BY DOWNLOADING OR LAUNCHING AN UNDERSTAND APPLICATION), YOU ACCEPT AND AGREE TO THESE TERMS, AND EXPLICITLY ACKNOWLEDGE THAT ALL PRIOR LICENSES ASSOCIATED WITH THE CONTENT BEING LICENSE, UNDERSTAND SITE, AND VIDEO PLAYER STILL IN EFFECT ARE TERMINATED.

Last updated: October 2019

Understand provides a stock digital content download service which gives site owners, content presenters, and developers the opportunity to select from various offerings of images, photographs, infographics, and the like for use with websites, presentations, books, and other print materials. Our digital download service, the Content, our player for viewing the Content (the "Video Player") and any other products, features, tools, materials, or other services (including third party branded services) offered from time to time by Understand through a variety of Access Points (defined below) are referred to collectively as the "Services." The term "Access Points" refers to, collectively, the Understand.com website (the "Understand Site"), API endpoints, applications, and other places where any Services are available, including websites, API endpoints, and applications of Understand’s third party distribution partners and other websites where users or website operators are permitted to embed or have otherwise licensed the Video Player.

Definitions. In this Agreement the following definitions apply:
1. "Invoice" means the computer-generated or printed form invoice provided by Understand that shall include, without limitation, the corresponding price for the licensed Content ("License Fee"). The Invoice shall be incorporated into this Agreement and all references to the Agreement shall include the Invoice.
2. "Content" means any content, text, layout, interface, logo, photo, image, illustration, animation, graphic, film or video footage, audio product, visual representation generated optically, electronically, digitally or by any other means, including any original digital files, any copies thereof, any derivative works, or any other product protected by copyright, trademark, patent or other intellectual property right, which is license to by Licensee under the terms of this Agreement. Any reference in this Agreement to the Content shall be to each individual item within the Content and also to the Content as a whole.
3. "Licensee" means the entity purchasing a license hereunder or, if there is a separate Purchaser, the entity specifically designated as Licensee during the purchase process and set forth as such in the Invoice.
4. "Purchaser" means the entity purchasing the license hereunder on behalf of a third-party Licensee.
5. "Reproduction" and "Reproduce" mean any form of copying or publication of the whole or a part of any Content, via any medium and by whatever means, the distortion, alteration, cropping or manipulation of the whole or any part of the Content, and the creation of any derivative work from, or that incorporates, the Content.
6. “Services" means the Understand services to which you are granted access under this Agreement including but not limited to purchasing and downloading of Content.
Grant of Rights. Subject to the terms of this Agreement:
1. During the Term, Understand grants to Licensee a limited, non-exclusive, non-transferable, worldwide right to use the Content solely as permitted herein. Understand reserves all other rights in and to the Content. Permitted use includes, and is limited to:
  - Promotional products (e.g., advertising, packaging, presentations, marketing collateral, and other promotional materials not for resale or license);
  - Books and book illustrations;
  - Covers;
  - Magazines, newspapers, and periodicals;
  - Editorial uses;
  - Broadcast video;
  - Video products;
  - Public performances’
  - Electronic publications;
  - Online displays;
  - Educational posters;
  - Printed displays not for resale or license; and
  - You can transfer digital and physical materials containing licensed Content to clients, customers, printers, developers, or the like for the aforementioned permitted uses.
2. Understand reserves all other rights in and to the Content, Understand Site, and Understand applications.
3. Content tends to elicit varying reactions among different people. You may come across Content that you or others find offensive, indecent, explicit or objectionable. You acknowledge these risks.
Access and Use of the Services.
1. The Services are not intended to be used by children without involvement and approval of a parent or guardian. If you are under the age of 13, you are not permitted to access content or provide your personal information to Understand. If you are at least 13 and under 18 years of age (or under the applicable age of majority in your state or territory or province of residence), you may access content only if you have the consent of your parent or guardian, including consent to these terms on your behalf, and for clarity, may only modify an account, or associated profiles, with the consent of your parent or guardian.
2. Licensee may not either directly or through the use of any device, software, internet site, web-based service, or other means remove, alter, bypass, avoid, interfere with, or circumvent any copyright, trademark, or other proprietary notices marked on the Content or any digital rights management mechanism, device, or other content protection or access control measure associated with the Content.
3. Licensee may not either directly or through the use of any device, software, internet site, web-based service, or other means copy, record, download, stream capture, Reproduce, duplicate, archive, distribute, upload, publish, modify, translate, broadcast, perform, display, sell, or transmit or retransmit the Content unless expressly permitted by the terms of this license or otherwise by Understand in writing.
4. Licensee shall not make the Content available in a manner intended to allow or invite a third party to download, extract, redistribute or access the Content as a standalone file.
5. Licensee shall not falsely represent, expressly or impliedly, that Licensee is the original creator of a Content.
6. Licensee shall not use or display the Content on any digital or physical medium that is unlawful, tortuous, defamatory, libelous, slanderous, hateful, or which infringes upon any proprietary right of any person or entity; or impersonates any person or entity;
7. If any Content featuring a model or property is used in connection with a subject that would be unflattering or unduly controversial to a reasonable person, Licenseee must accompany each such use with a statement that indicates that: (i) the Content is being used for illustrative or educational purposes only; and (ii) any person depicted in the Content, if any, is a model.
8. Pornographic, defamatory or otherwise unlawful use of Content is strictly prohibited, whether directly or in context or juxtaposition with other material or subject matter. Licensee shall also comply with any applicable regulations and/or industry codes.
9. If included in an online presentation context, Licensee shall post terms and conditions that prohibit downloading, republication, retransmission, Reproduction, capture, or other use of the Content as a stand-alone file, and otherwise impose on content consumers obligations at least as restrictive as those contained herein.
10. If the Content is Reproduced on a video or image sharing platform or other third party website, (i) the rights granted herein shall automatically be revoked, and (ii) in such event, upon Understand’s request, License shall remove any Content from such platform or website.
11. Licensee shall not use the Content in any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other similar materials.
12. Licensee shall not use the Services in a way that:
  - violates the rights of others, including patent, trademark, trade secret, copyright, privacy, publicity, or other proprietary rights;
  - interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment;
  - damages, disables, overburdens, impairs, or gains unauthorized access to the Services, including Understand’s servers, computer network, or user accounts;
  - removes, modifies, disables, blocks, obscures or otherwise impairs any advertising in connection with the Services (including the Content);
  - encourages conduct that would constitute a criminal offense or give rise to civil liability;
  - violates these terms or any guidelines or policies posted by Understand;
  - interferes with any other party's use and enjoyment of the Services;
  - incorporates Content on items for resale, license, or distribution for profit (e.g., posters, mugs, t-shirts) without purchasing an Extended License;
  - Reproduce or allow to be Reproduced Content more than 100,000 times without purchasing an Extended License;
  - uses Content for broadcast video, film, video products or public performances to an audience of more than 100,000 people without purchasing an Extended License;
  - licenses, sublicenses, copies, assigns, leases, loans, sells, resells, republishes, uploads, posts, transfers, or distributes the Content or Service to any third party;
  - uses the Service or Content in a way that competes with Understand’s business;
  - installs the Content in more than one location or post to a server for use by others;
  - uses Content as part of or as a trademark, service mark or logo, or in a way that could be considered by Understand to be an endorsement of any product, service or person; or
  - attempts to do any of the foregoing.
13. We regularly make changes to the Services. The availability of the Content, as well as Access Points and compatible devices through which the Services are available, will change from time to time. Understand reserves the right to replace or remove any Content and Access Points available to you through the Services, including specific titles, and to otherwise make changes in how we operate the Services. Additionally, you agree that for various reasons, certain Content and functionality that may be available through one Access Point may not be available through another Access Point. We hope not to, but we may change, suspend, or discontinue - temporarily or permanently - some or all of the Services, with respect to any or all users, at any time without notice. In our continued assessment of the Services, we may from time to time, with respect to any or all of our users, experiment with or otherwise offer certain features or other elements of the Services, including promotional features, user interfaces, plans, pricing, and advertisements. You acknowledge that Understand may do so in Understand’s sole discretion at any time without notice. You also agree that Understand will not be liable to you for any modification, suspension, or discontinuance of the Services.
Intellectual Property.
1. Licensee acknowledges and agrees that Understand owns all right, title and interest in and to the Understand video player, Understand Site, and Content. In the event Licensee or Purchaser is entitled to claim any right, title, or interest in or to any portion of the Content under applicable law, then Licensee or Purchaser hereby irrevocably assigns, transfers and conveys to Understand and its successors and assigns any and all such right, title, or interest, including all intellectual property rights therein.
2. No ownership or copyright in any Content shall pass to Licensee or Purchaser by the granting of any license in this Agreement. Except as expressly stated in this Agreement, Understand grants Licensee and Purchaser no right or license, express or implied, to the Content.
3. In connection with the use of "Understand.com" or any other of Understand’s or its partners' trade names, trademarks, logos or service marks, including the names of all Content collections ("Marks"), Licensee acknowledges and agrees that (i) such Marks are and shall remain the sole property of Understand or its partners; and (ii) Licensee shall not now or in the future contest the validity of Understand’s Marks.
4. Licensee will immediately notify Understand if it becomes aware or suspects that any third party that has gained access to the Content through Licensee, is wrongfully using the Content, in whole or in part, or is violating any of Understand’s intellectual property rights, including, but not limited to, Marks and copyrights.
5. Licensee grants Understand a limited, non-sublicensable, non-transferable license to use, modify, adapt, Reproduce, distribute, and display Licensee-provided content as necessary for Understand to provide the Services to Licensee and fulfill Understand’s obligations in accordance with the terms of this Agreement.
Representations, Warranties, and Limitation of Liability.
1. While efforts have been made to correctly caption the subject matter of, and to provide other information (including metadata) related to, the Content, Understand does not warrant the accuracy of such information.
2. Where Purchaser is licensing Content on behalf of a Licensee, Purchaser hereby represents and warrants that: (i) Purchaser is authorized to act as an agent on behalf of Licensee and has full power and authority to bind Licensee to this Agreement; and (ii) if Licensee subsequently disputes such power or authority, Purchaser shall be liable for any failure of Licensee to comply with the terms of this Agreement. Nothing in this Section 5.2 shall excuse Purchaser's obligation to make payment to Understand of the License Fee.
3. WHILE WE DO OUR BEST TO PROVIDE THE OPTIMAL PERFORMANCE OF THE SERVICES, LICENSEE AGREES THAT USE OF THE SERVICES IS AT LICENSEE ‘SOWN RISK. THE SERVICES, INCLUDING THE UNDERSTAND SITE, API ENDPOINTS, THE CONTENT, THE VIDEO PLAYER, THE FEATURES, USER MATERIAL, AND ANY OTHER MATERIALS CONTAINED ON OR PROVIDED THROUGH ANY ACCESS POINT, ARE PROVIDED "AS IS" AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, UNDERSTAND DOES NOT MAKE ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, COMPLETENESS, AVAILABILITY, SECURITY, COMPATIBILITY OR NONINFRINGEMENT; OR THAT THE SERVICES WILL BE UNINTERRUPTED, FREE OF VIRUSES AND OTHER HARMFUL COMPONENTS, ACCURATE, ERROR FREE, OR RELIABLE. IN NO EVENT SHALL UNDERSTAND OR ITS AFFILIATES, SUCCESSORS, AND ASSIGNS, AND EACH OF THEIR RESPECTIVE INVESTORS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AND SUPPLIERS (INCLUDING DISTRIBUTORS AND CONTENT PROGRAMMERS) (COLLECTIVELY, THE "UNDERSTAND PARTIES"), BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR OTHER DAMAGES, INCLUDING LOSS OF PROFITS, ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF THE SERVICES (INCLUDING ANY INFORMATION, PRODUCTS, EDUCATIONAL PRODUCTS, OR SERVICES ADVERTISED IN, OBTAINED ON, OR PROVIDED THROUGH ANY ACCESS POINT OR COMPATIBLE DEVICE), WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHER THEORY, EVEN IF THE UNDERSTAND PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO LICENSEE, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO LICENSEE. NOTHING IN THESE TERMS SHALL AFFECT ANY NON-WAIVABLE STATUTORY RIGHTS THAT APPLY TO LICENSEE. IN NO EVENT SHALL OUR TOTAL LIABILITY TO LICENSEE FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE EXCEED THE AMOUNT PAID BY LICENSEE OR PURCHASER TO US, IF ANY, FOR ACCESSING OR PARTICIPATING IN ANY ACTIVITY RELATED TO USE OF THE SERVICES OR $50 (WHICHEVER IS LESS).
Indemnification.
1. Understand shall have no obligation under this Section 6.1 for any claims that arise out of or are a result of: (i) Licensee’s modification, overlay or re-focusing of the Content, where the claim would not have arisen but for the modification, overlay or re-focusing made by Licensee; (ii) Licensee’s failure to comply with the terms of this Agreement; or (iii) Licensee’s continued use of Content following notice from Understand, or upon Licensee’s knowledge, that Content is subject to a claim of infringement of another's right. The foregoing states Understand’s entire indemnification obligation under this Agreement.
2. Licensee shall, subject to the terms of Section 6.3 below, defend, indemnify and hold harmless Understand and its affiliates, officers, agents, employees, directors, successors and assigns from all damages, liabilities and expenses (including reasonable outside attorneys' fees and court costs), arising out of or as a result of claims by third parties relating to: (i) Licensee’s use of any Content outside the scope of this Agreement; (ii) any other actual or alleged breach by Licensee of this Agreement; or (iii) any acts or omissions or willful misconduct by Licensee, Licensee’s employees, representatives or agents in connection with the subject matter of this Agreement. Such indemnification shall apply notwithstanding any approvals by Understand in connection with this Agreement
3. The party seeking indemnification pursuant to this Section 6 shall promptly notify the other party of such claim. At indemnifying party's option, indemnifying party may assume the handling, settlement or defense of any claim or litigation, in which event indemnified party shall cooperate in the defense of any such claim or litigation as may be reasonably requested by indemnifying party. Indemnified party shall have the right to participate in such litigation, at its expense, through counsel selected by indemnified party. Indemnifying party will not be liable for legal fees and other costs incurred prior to the other party giving notice of the claim for which indemnity is sought.
Electronic Invoicing; Interest on Overdue Invoices. Licensee, or Purchaser if applicable, agree to receive invoices from Understand electronically via the email address associated with Licensee’s and/or Purchaser’s Understand account. If Licensee fails to pay the Invoice in full within the time specified in the Invoice, Understand may add a service charge of one-and-one-half percent (1.5%) per month, or such lesser amount as is allowed by law, on any unpaid balance until payment is received.
Unauthorized Use and Termination. Any use of Content in a manner not expressly authorized by this Agreement constitutes copyright infringement, entitling Understand to exercise all rights and remedies available to it under copyright laws around the world. Licensee shall be responsible for any damages resulting from any such copyright infringement, including any claims by a third party. In addition and without prejudice to Understand’s other remedies under this Agreement, Understand reserves the right to charge and Licensee agrees to pay a fee equal to up to five (5) times Understand’s Fee for the unauthorized use of the Content. Understand reserves the right to terminate this Agreement in the event Understand determines, in its sole discretion, that Licensee: (i) entered the Agreement after having received notice of unauthorized use from Understand relating to the Content; (ii) failed to pay the License Fee in full within the time specified in the Invoice; (iii) violated any law, rule, or regulation; (iv) engaged in any inappropriate conduct; or (v) otherwise breaches the terms of this Agreement, or for any other business reason. Upon termination, Licensee must immediately cease use of the Content.
Miscellaneous Terms.
1. Export Controls. Software and the transmission of applicable technical data, if any, in connection with the Services are subject to export controls. Licensee agree to comply with all applicable laws regarding software and the transmission of technical data exported from the United States or the country in which Licensee reside.
2. Withdrawal. Upon notice from Understand, or upon Licensee’s knowledge that any Content may be subject to a claim of infringement of another's right for which Understand may be liable, Understand may require Licensee to immediately and at its own expense (i) stop using the Content; and (ii) delete or remove any links to the Content from its computer systems or servers. Understand shall provide Licensee with comparable Content (which comparability will be determined by Understand in its reasonable commercial judgment) free of charge, but subject to the other terms and conditions of this Agreement.
3. Governing Law/Arbitration. This Agreement will be governed in all respects by the laws of the State of Nevada, U.S.A., without reference to its laws relating to conflicts of law. Any disputes arising from or related to this Agreement or its enforceability, or the business relationship between the parties, shall be finally settled by binding, confidential arbitration by a single arbitrator selected using the rules and procedures for arbitrator selection under the Commercial Rules of the American Arbitration Association ("AAA") or of the International Centre for Dispute Resolution ("ICDR") in effect on the date of the commencement of arbitration (the applicable rules to be at Licensee’s discretion) to be held in Reno, Nevada. The arbitration proceedings shall be conducted in English and all documentation shall be presented and filed in English. The decision of the arbitrator shall be final and binding on the parties, and judgment may be entered on the arbitration award and enforced by any court of competent jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not govern this Agreement. The prevailing party shall be entitled to recover its reasonable legal costs relating to that aspect of its claim or defense on which it prevails, and any opposing costs awards shall be offset. Notwithstanding the foregoing, Understand shall have the right to commence and prosecute any legal or equitable action or proceeding before any court of competent jurisdiction to obtain injunctive or other relief against Licensee in the event that, in the opinion of Understand, such action is necessary or desirable. The parties agree that, notwithstanding any otherwise applicable statute(s) of limitation, any arbitration proceeding shall be commenced within two years of the acts, events, or occurrences giving rise to the claim.
4. Severability. If one or more of the provisions contained in the Agreement is found to be invalid, illegal or unenforceable 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.
5. Waiver. No action of either party, other than express written waiver, may be construed as a waiver of any provision of this Agreement. A delay on the part of either party in the exercise of its rights or remedies will not operate as a waiver of such rights or remedies, and a single or partial exercise by either party 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 one occasion will not be construed as a bar to or waiver of rights or remedies on any other occasion.
6. Assignment. This agreement is personal to Licensee and is not assignable by Licensee without Understand’s prior written consent. Understand may assign this agreement, without notice or consent, provided that such person or entity agrees to be bound by the terms of this Agreement.
7. Entire Agreement. This Agreement is intended for business customers of Understand and contains all the terms of the license agreement. No terms or conditions may be added or deleted unless made in writing and either accepted in writing by an authorized representative of both parties or issued electronically by Understand and accepted in writing or by click-thru by an authorized representative of Licensee. In the event of any inconsistency between the terms contained herein and the terms contained in the website Terms of Use, on any purchase order, or on any other communication sent by Licensee, the terms of this Agreement shall govern.
8. Taxes. All License Fees are exclusive of any applicable sales, use, withholding or other transactional taxes, which are the sole responsibility of Licensee or Purchaser (if any).