iazo

Content License

Revision 11.21.2022

Table of Contents

1. Introduction

When purchasing a Content License on iazo you (the Buyer) are being granted certain limited rights to the respective Licensed Content. This Content License (the “Content License”) describes all of the rights granted to you for the respective Licensed Content.

This Content License is an ancillary agreement of the Terms of Service to which this Content License is annexed.

Any capitalized terms that are not defined in this Content License have the meaning as defined in the Terms of Service.

The term “iazo Entities” means iazo, Inc., and any and all subsidiaries, affiliates, related companies, partners, and the officers, directors, employees, contractors, agents, and representatives of each of them.

The terms “Member,” “Members,” “User,” and “Users,” may refer to you individually and/or all Members of iazo collectively, depending upon usage and context.

The terms “Licensee,” “you,” and “your” refer to the person designated as Licensee in this Content License.

The terms “Licensor,” “we,” “us,” and “our” refer to the person designated as Licensor in this Content License.

Please read this Content License carefully before choosing to use iazo. If you have any questions pertaining to this Content License, please ask us by contacting License@iazo.com.

2. Licensed Content

a. Definition of Licensed Content

Any Featured Content that is downloaded and/or accessed on iazo via the purchase of a Content License is Licensed Content (the “Licensed Content”).

b. Identification of Licensed Content

Licensed Content is identified in the “Your Content Purchase” section of the respective Purchase Confirmation, including but not limited to the following information: (i) License Type; (ii) Download Page; (iii) File Name; (iv) File Size; and (v) File Length.

c. License Type

When purchasing a Content License a License Type (the “License Type”) respective to the Content Type of the Licensed Content will be displayed on the Purchase Confirmation page, including but not limited to: (i) Audio Content License; (ii) Document Content License; (iii) Ebook Content License; (iv) Gallery Content License; (v) Graphic Content License; (vi) Photo Content License; and (vii) Video Content License.

3. Licensor and Licensee

a. iazo as Licensor

The Seller hereby appoints iazo, Inc. as the Licensor (the “Licensor”) of the Licensed Content pursuant to the terms and conditions of the Content License. The Seller acknowledges and agrees that the Licensor has the right to license any Licensed Content that is authored, created, published, made available, and/or sold on the Platform pursuant to the terms and conditions of the Content License.

b. Buyer as Licensee

The Buyer of the Licensed Content is the Licensee (the “Licensee”) being granted certain limited rights in/to the Licensed Content by the Licensor pursuant to the terms and conditions of the Content License.

c. Seller Licensor Assumption

The Seller acknowledges and agrees that the appointment of iazo, Inc. as Licensor cannot be revoked without a Termination of the Agreement between the Seller and iazo, Inc. In the event that the Seller terminates the Agreement, the Seller shall become the Licensor (a “Seller Licensor Assumption”) of any existing Content Licenses for Licensed Content owned by the Seller (the “Assumed Content Licenses”). The Seller Licensor Assumption shall coincide with the Termination Date (also the “Seller Licensor Assumption Date”).

In the event of a Seller Licensor Assumption, the Seller represents and warrants to maintain all the rights granted to the Licensee pursuant with the terms and conditions of the Content License. The Seller acknowledges and agrees that a Seller Licensor Assumption will transfer all the rights, obligations, and responsibilities of the Licensor under this Content License to the Seller.

4. Grant of License

a. Grant of License

The Licensor hereby grants to the Licensee (the “Grant of License”) a limited, non-exclusive, commercial, worldwide, royalty free, fully paid, indefinite, revocable, non-transferrable (except pursuant to the Additional Rights section), and non-sublicensable license to Use, download, access, reproduce, integrate, archive, modify, print, play, broadcast, stream, screen, distribute, and display the Licensed Content for: (i) personal Projects; (ii) personal consumption; or (iii) Commercial Projects.

b. Acceptance of License

The Licensee hereby accepts the Grant of License from the Licensor, and further represents and warrants that their rights, claims, interests, and usage of any Licensed Content are limited to the terms and conditions of the Content License.

5. Scope of License

a. Individual Applicability

The Content License is applicable to Licensed Content on an individual purchase basis (the “Individual Applicability”), applying only to the Licensed Content specified in an individual Purchase Confirmation. The Content License is only applicable to one Licensed Content at a time. Any subsequent Content License purchases have their respective Individual Applicability.

b. Definition of License Use

The Content License is Used each and every time the Licensed Content is Used, downloaded, accessed, reproduced, integrated, archived, modified, printed, played, broadcasted, streamed, screened, distributed, displayed, and viewed for any purpose, Project, or application (each respectively a “License Use” or “Use”). The Licensee understands and acknowledges that there is a maximum number of License Uses defined in the Specific Restrictions section of the Content License.

c. License Use in Projects

Any Use of the Licensed Content by the Licensee that incorporates, integrates, and/or combines the Licensed Content with other media, content, or information as permitted by the Content License is a Project (a “Project” or “Licensee Project”). The Licensee may Use the Licensed Content in multiple Projects pursuant to the Maximum License Uses.

d. License Limited to Licensed Content

The Content License only applies to the Licensed Content which is identified in the “Your Content Purchase” section of the respective Purchase Confirmation. The Licensee understands and acknowledges that the Content License is limited to the Licensed Content.

e. Limited License

The Content License is a limited license in its scope, areas of applicability, and rights conferred (a “Limited License”). The Licensee understands and acknowledges that the Content License is strictly limited to the terms and conditions stated in the Content License.

f. Non-Exclusive License

The Content License is non-exclusive and may be granted to other Licensees, without limitation, for the same or different Licensed Content (a “Non-Exclusive License”). The Licensee understands and acknowledges that this Content License does not confer any exclusive rights, express or implied, to the Licensee.

g. Commercial Use

The Content License may be Used for commercial and business purposes (a “Commercial Use”). The Licensee understands and acknowledges that any Commercial Use of the Content License is subject to all the terms, conditions, and limitations imposed by the Content License.

h. Worldwide Use

The Content License may be Used worldwide and without any geographic limitations (a “Worldwide Use”). The Licensee understands and acknowledges that any Use of the Content License is subject to the laws and regulations of the respective locality in which the Content License was Used.

i. Royalty Fee

The Content License is royalty free and may be Used perpetually without any additional money due to the Licensor (a “Royalty Free License”).

j. Fully Paid

The Content License is fully paid for by the Licensee when purchasing the Content License (a “Fully Paid License”). The respective Purchase Confirmation and Order Invoice are evidence that the Content License is a Fully Paid License.

k. Indefinite Use

The Content License may be Used indefinitely (an “Indefinite Use”), has an indefinite term (the “Content License Term”), and will not expire (a “Non-Expiring License”), unless otherwise revoked pursuant to the terms and conditions of the Content License.

l. Revokable

The Content License may be revoked by the Licensor under special circumstances pursuant to the terms and conditions of this Content License (a “Revokable License”).

m. Non-Transferrable

The Content License may not be transferred to any third party (a “Non-Transferrable License”) except pursuant to the explicit conditions stated in the Additional Rights section.

n. Non-Sublicensable

The Content License may not be sub-licensed to any third party under any circumstances (a “Non-Sublicensable License”).

6. Specific Restrictions

a. No Transfer of Ownership

The Members understand and acknowledge that the purchase of a Content License on iazo does not grant the Buyer any ownership of the Licensed Content, nor does it grant any intellectual property rights to the Licensed Content, including but not limited to copyright and trademark. The Buyer further understands and acknowledges that the Seller of the Licensed Content retains all ownership and rights to the Licensed Content that they author, create, publish, make available, and/or sell on the Platform.

b. Maximum License Uses

Each respective Content License is limited to a maximum of FIVE HUNDRED THOUSAND (500,000) License Uses (the “Maximum License Uses”). If the Licensee requires more than the Maximum License Uses an additional Content License(s) is required.

Total License Uses:

The total number of License Uses is calculated in the aggregate for all uses, downloads, accesses, reproductions, integrations, archives, modifications, prints, plays, broadcasts, streams, screenings, distributions, displays, and viewings (the “Total License Uses”).

Audience Size:

When calculating the Total License Uses the size of the audience must be taken into account. Every person who views, hears, and/or consumes the Licensed Content, through in-person and/or digital methods, counts as a License Use. If the size of your audience exceeds the Maximum License Uses an additional Content License(s) is required.

c. Single Party Use

Each respective Content License is limited to Use by ONE (1) person or entity (a “Single Party”). The Single Party may be the Licensee or an employer, client, or other affiliate of the Licensee (individually, a “Licensee Affiliate” and collectively, “Licensee Affiliates”). In the event the Licensed Content will be Used by more than a Single Party, an additional Content License is required for each respective Single Party.

Please read the Additional Rights section for the terms and conditions governing Use of Licensed Content by a Licensee Affiliate.

d. Incorporation of Licensed Content into For Sale Items

The Licensee may not incorporate and/or integrate the Licensed Content into any products, services, or merchandise for sale or distribution (“For Sale Items”) unless: (i) the Licensed Content has been modified to the extent that the modified Licensed Content is sufficiently different from the Licensed Content and can qualify as an original work of authorship when incorporated into the For Sale Items; or (ii) the value of the For Sale Items is unrelated to the Licensed Content in the mind of the consumer.

e. No Reselling of Original Licensed Content

The Licensee is explicitly prohibited from reselling the original Licensed Content, in whole or in part, as a For Sale Item. The Licensee understands and acknowledges that any breach of this clause is a direct infringement of the Seller’s copyright, and that such infringement may be prosecuted to the maximum extent permitted under applicable law.

f. No Distribution of Licensed Content Electronic File

The Licensee is explicitly prohibited from publishing or placing the Licensed Content on a platform, product, or service that makes the Licensed Content readily available for distribution, access, download, extraction, or reproduction as an electronic file. This restriction does not include the Licensed Content when synchronized, combined, or integrated with other content or media as part of a Project to create a derivative work, or when the Licensed Content has been modified to the extent that the modified Licensed Content is sufficiently different from the Licensed Content and can qualify as an original work of authorship.

g. No Use in Design Template Tools for Third Parties

The Licensee may not Use, incorporate, and/or integrate the Licensed Content in any Design Template Tool, application, or builder (a “Design Template Tool”) for use by third parties, including but not limited to tools, applications, and builders for: (i) websites; (ii) presentations; (iii) business cards; (iv) apparel; (v) branding; (vi) stationery; (vii) advertising and marketing; and (viii) greeting cards.

This restriction does not apply to Use of the Licensed Content in a Design Template Tool for the direct benefit of the Licensee.

h. No Use in Press Releases

The Licensee may not Use, reproduce, distribute, or display the Licensed Content with any press release.

i. No Use in Logos, Trademarks, and Service Marks

The Licensee may not Use, incorporate, and/or integrate the Licensed Content in any logo, trademark, or service mark.

j. No Use for Machine Learning and Artificial Intelligence

The Licensee is explicitly prohibited from Use of the Licensed Content, or any title, caption information, keywords, or other metadata associated with the Licensed Content for any: (i) machine learning or artificial intelligence purposes; and (ii) technologies designed or intended for the identification of natural persons.

7. General Restrictions

a. No Exceeding of Rights Granted

The Licensee is explicitly prohibited from Use of the Licensed Content, or taking any action in connection with the Licensed Content, that in any way exceeds the rights granted by the Content License.

b. No Allowing Use by a Third Party

The Licensee is explicitly prohibited from Use of the Licensed Content, or taking any action in connection with the Licensed Content, that allows Use by a third party, person, or entity, or to otherwise share the Licensed Content with a third party, person, or entity, in whole or in part, except when under the specific conditions pursuant to the Additional Rights section.

c. No Use Beyond a Single Party

The Licensee is explicitly prohibited from Use of the Licensed Content for the benefit of more than a Single Party without obtaining an additional Content License for each respective Single Party as applicable.

d. No Breaching of Third Party Rights

The Licensee is explicitly prohibited from Use of the Licensed Content, or taking any action in connection with the Licensed Content, that in any way breaches, violates, or infringes the rights of any third party, person, or entity.

e. No Breaching of Intellectual Property and Moral Rights

The Licensee is explicitly prohibited from Use of the Licensed Content, or taking any action in connection with the Licensed Content, that in any way breaches, violates, or infringes the intellectual property rights and/or moral rights of any third party, person, or entity.

f. No Registering for Intellectual Property Rights

The Licensee is explicitly prohibited from registering, or applying to register, a copyright, trademark, design mark, service mark, sound mark, or tradename, that in any way uses and/or incorporates, in whole or in part, the Licensed Content.

g. No Claiming of Ownership or Intellectual Property Rights

The Licensee is explicitly prohibited from claiming any ownership rights and/or intellectual property rights to the Licensed Content, and/or from taking any action in connection with the Licensed Content in an attempt to prevent any third party, person, or entity from using the Licensed Content.

h. No Use with Pornographic Content

The Licensee is explicitly prohibited from Use of the Licensed Content, or taking any action in connection with the Licensed Content, that in any way associates and/or incorporates the Licensed Content with any pornographic content.

i. No Use with Defamatory Content

The Licensee is explicitly prohibited from Use of the Licensed Content, or taking any action in connection with the Licensed Content, that in any way associates and/or incorporates the Licensed Content with any defamatory content.

j. No Inappropriate Use

The Licensee is explicitly prohibited from Use of the Licensed Content, or taking any action in connection with the Licensed Content, that in any way associates and/or incorporates the Licensed Content with any content that would be reasonably considered as inappropriate, offensive, obscene, immoral, objectionable, unflattering, insulting, or controversial by any third party, person, or entity (an “Inappropriate Use”).

Judgment of Appropriate Use:

The Licensee understands and acknowledges that it is their responsibility to consider the subject matter and intent of the Licensed Content when Using the Licensed Content, and to ensure that any Use is reasonably appropriate for the Licensed Content. The following are some examples of Inappropriate Uses of Licensed Content that may be implied or directly stated: (i) association with tobacco or vaping products; (ii) association with drugs and pharmaceuticals (both legal and illicit); (iii) association with adult entertainment; (iv) endorsements of political parties; (v) endorsements of opinion-based movements; and (vi) association with mental or physical impairments.

k. No Use Without Appropriate Attribution

The Licensee is explicitly prohibited from Use of the Licensed Content, or taking any action in connection with the Licensed Content, that does not include the appropriate attribution or credit pursuant to the Attribution section.

l. No Changes or Misrepresentations of Proprietary Information

The Licensee is explicitly prohibited from Use of the Licensed Content, or taking any action in connection with the Licensed Content, that removes, obscures, or alters any proprietary information, credits, and/or attributions associated with the Licensed Content, or that misrepresents the true ownership, authorship, and intellectual property rights holder of the Licensed Content.

m. No Reverse Engineering

The Licensee is explicitly prohibited from Use of the Licensed Content, or taking any action in connection with the Licensed Content, that in any way reverse engineers, decompiles, or disassembles any part of any source code contained in the Licensed Content, or that avoids, bypasses, or impairs any technological measure that limits access to the Licensed Content.

n. No Breaching of Laws, Rules, and Regulations

The Licensee is explicitly prohibited from Use of the Licensed Content, or taking any action in connection with the Licensed Content, that in any way breaches, violates, and/or infringes a law, rule, or regulation.

8. Additional Rights

a. Licensee Affiliate Use

The Licensee may Use the Content License for the benefit of a Licensee Affiliate pursuant to the following conditions:

(i) the Licensee represents and warrants that they have full legal authority to bind the Licensee Affiliate to the Content License;

(ii) the Licensee transfers their Content License to the Licensee Affiliate via an enforceable written agreement that incorporates and annexes the Content License without amendment;

(iii) the Licensee represents and warrants that they are fully responsible and liable for the Use of the Licensed Content by the Licensee Affiliate; and

(iv) the Licensee obtains an additional Content License(s), as applicable, when the Licensed Content will be Used by more than a Single Party.

b. Licensee Staff Use

The Licensee may allow Use of the Licensed Content by employees and subcontractors of the Licensee (the “Licensee Staff”) pursuant to the following conditions:

(i) the Licensee Staff agree in an enforceable written agreement to abide by the terms and conditions of the Content License;

(ii) the Licensee Staff Use the Licensed Content only on behalf of the Licensee; and

(iii) the Licensee represents and warrants that they are fully responsible and liable for the Use of the Licensed Content by the Licensee Staff.

9. Additional Rights by License Type

a. Audio Content License

An Audio Content License includes the following additional rights to the Audio Licensed Content (the “Audio Work”):

(i) to synchronize, combine, and integrate the Audio Work with videos, audios, other media, and content, to create Projects;

(ii) to modify, edit, and adapt the Audio Work in Projects, including but not limited to, changing file format, changing bit rate, changing sample rate, changing codec, changing resolution, changing tempo, changing gain, changing volume, compressing, cutting, trimming, equalizing, limiting, normalizing, panning, transposing (pitch shifting), arranging, fading, layering, syncing, and rendering;

(iii) to reproduce, copy, broadcast, transmit, stream, display, publicly perform, and distribute the Audio Work as incorporated into a Project;

(iv) to Use the Audio Work in Projects for radio, television, streaming video services, streaming on-demand video services, theatrical releases, computer software applications (including mobile applications and video games), advertising and marketing, and physical point-of-sale locations (such as shopping malls, point-of-sale systems, in-store displays, and showroom videos) pursuant to the Maximum License Uses; and

(v) to Use the Audio Work in Projects for any purpose pursuant to all the terms, conditions, rights, and restrictions of the Content License.

b. Document Content License

A Document Content License includes the following additional rights to the Document Licensed Content (the “Document Work”):

(i) to combine and integrate the Document Work with text (copy), images, graphics, videos, audios, documents, presentations, information, other media, and content, to create Projects;

(ii) to modify, edit, and adapt the Document Work in Projects, including but not limited to, changing file format, changing text (copy), changing headings, changing captions, changing information, changing images, changing videos, changing audios, arranging, reorganizing, layering, syncing, and rendering;

(iii) to reproduce, copy, broadcast, transmit, stream, display, publicly perform, and distribute the Document Work as incorporated into a Project; and

(iv) to Use the Document Work in Projects for any purpose pursuant to all the terms, conditions, rights, and restrictions of the Content License.

c. Gallery, Graphic, and Photo Content Licenses

A Gallery, Graphic, or Photo Content License includes the following additional rights to the Gallery, Graphic, or Photo Licensed Content (the “Image Work”):

(i) to combine and integrate the Image Work with images, graphics, videos, audios, documents, presentations, information, other media, and content, to create Projects;

(ii) to modify, edit, and adapt the Image Work in Projects, including but not limited to, changing file format, changing resolution, changing pixel dimensions (resizing), changing color profile, changing design elements, changing contrast, changing brightness, changing saturation; changing shadows and highlights, applying filters, color correcting, sharpening, compressing, cropping, arranging, layering, and rendering;

(iii) to reproduce, copy, broadcast, transmit, stream, display, publicly perform, and distribute the Image Work as incorporated into a Project;

(iv) to Use the Image Work in Projects for television, streaming video services, streaming on-demand video services, theatrical releases, computer software applications (including mobile applications and video games), advertising and marketing, and physical point-of-sale locations (such as shopping malls, point-of-sale systems, in-store displays, and showroom videos) pursuant to the Maximum License Uses;

(v) to Use the Image Work as a cover photo or featured image of an article, editorial, blog, newsletter, or post on the internet and/or in print under the explicit condition that such Use is not an Inappropriate Use or in any way breaches the terms, conditions, and restrictions of the Content License;

(vi) to Use the Image Work as a background image on the internet and/or in print pursuant to the terms, conditions, and restrictions of the Content License; and

(vii) to Use the Image Work in Projects for any purpose pursuant to all the terms, conditions, rights, and restrictions of the Content License.

d. Video Content License

A Video Content License includes the following additional rights to the Video Licensed Content (the “Video Work”):

(i) to synchronize, combine and integrate the Video Work with videos, audios, other media, and content, to create Projects;

(ii) to modify, edit, and adapt the Video Work in Projects, including but not limited to, changing file format, changing bit rate, changing codec, changing resolution, changing aspect ratio, changing frame rate, changing color temperature, color correcting, cropping, compressing, cutting, trimming, compositing, dissolving, arranging, fading, layering, syncing, and rendering;

(iii) to reproduce, copy, broadcast, transmit, stream, display, publicly perform, and distribute the Video Work as incorporated into a Project;

(iv) to Use the Video Work in Projects for television, streaming video services, streaming on-demand video services, theatrical releases, computer software applications (including mobile applications and video games), advertising and marketing, and physical point-of-sale locations (such as shopping malls, point-of-sale systems, in-store displays, and showroom videos) pursuant to the Maximum License Uses; and

(v) to Use the Video Work in Projects for any purpose pursuant to all the terms, conditions, rights, and restrictions of the Content License.

10. Additional Restrictions by License Type

a. Audio Content License

An Audio Content License includes the following additional restrictions to the Audio Licensed Content (the “Audio Work”):

(i) no right to public performance of the Audio Work if the Audio Work is registered with a Performing Rights Organization or similar organization (a “PRO Work” or “PRO Track”), including but not limited to, ASCAP, BMI, SOCAN, SESAC, PRS, MCPS, SACEM, SDRM, JASRAC, and GEMA;

(ii) no waiver of any Performance Rights Organizations royalties, fees, or cue sheet obligations (the “PRO Obligations”);

(iii) no Use of an Audio Work in a way that changes its fundamental character, including but not limited to, creating remixes, creating mashups, and making alterations for the purpose of creating new music;

(iv) no Use of an Audio Work as a theme song in a Project;

(v) no Use of an Audio Work in a Design Template Tool for use by third parties pursuant to the Specific Restrictions section;

(vi) no Use of an Audio Work, in whole or in part, to manufacture, distribute, sell, or share records, CDs, jukeboxes, m4a, mp3, wav, and other music files, or any other predominantly audio product, that is not synchronized, combined, or integrated with other audio or video content as part of a Project to create a derivative work pursuant to the Content License;

(vii) no Use of an Audio Work on a stand-alone basis or as a listening-only experience that is outside of a Project, including but not limited to, adding the Audio Work as a track on an album, streaming the Audio Work on the internet, a streaming platform, or application, or broadcasting the Audio Work for listening on the radio; and

(viii) no Use of an Audio Work that combines the Audio Work with single image or a still-frame video on the internet, a streaming platform, or application for a listening-only experience (such as creating a playlist using the Audio Work in combination with a static visual element that adds no value to the Audio Work).

b. Document Content License

A Document Content License includes the following additional restrictions to the Document Licensed Content (the “Document Work”):

(i) no Use of a Document Work in a Design Template Tool for use by third parties pursuant to the Specific Restrictions section; and

(ii) no Use of a Document Work that combines or integrates the Document Work with a literary work, novel, book, or ebook.

c. Ebook Content License

An Ebook Content License includes the following additional restrictions to the Ebook Licensed Content (the “Ebook Work”):

(i) an Ebook Work may only be Used for personal consumption and may not be Used in any Project, including but not limited to Projects that incorporate, integrate, and/or combine the Ebook Work with other media, content, or information.

d. Gallery, Graphic, and Photo Content Licenses

A Gallery, Graphic, or Photo Content License includes the following additional restrictions to the Gallery, Graphic, or Photo Licensed Content (the “Image Work”):

(i) no Use of an Image Work in a Design Template Tool for use by third parties pursuant to the Specific Restrictions section; and

(ii) no Use of an Image Work, in whole or in part, to manufacture, distribute, sell, or share photo books, photo albums, slideshows, vector designs, psd, ai, svg, jpg, gif, webp, and other image, graphic, and vector files, or any other predominantly visual or graphical product, that is not combined or integrated with other visual or graphical content as part of a Project to create a derivative work pursuant to the Content License.

e. Video Content License

A Video Content License includes the following additional restrictions to the Video Licensed Content (the “Video Work”):

(i) no Use of a Video Work in a Design Template Tool for use by third parties pursuant to the Specific Restrictions section;

(ii) no Use of a Video Work, in whole or in part, to manufacture, distribute, sell, or share DVDs, Blu-rays, mp4, mov, webm, and other video files, or any other predominantly video product, that is not combined or integrated with other audio or video content as part of a Project to create a derivative work pursuant to the Content License; and

(iii) no Use of a Video Work on a stand-alone basis or as a viewing-only experience that is outside of a Project, including but not limited to, adding the Video Work as a chapter on a DVD or Blu-ray, streaming the Video Work on the internet, a streaming platform, or application, or broadcasting the Video Work for viewing on television.

11. Attribution

a. Attribution Format

When providing attribution for iazo please use the following format as applicable:

(i) For Licensed Content with a title:

@Username / Post Title / iazo.com

(ii) For Licensed Content without a title:

@Username / iazo.com

b. Equivalent Level of Attribution

When the Licensed Content is Used in any location, medium, and/or context where another content provider is receiving attribution for other content, the Licensee is required to provide an equivalent level of attribution for iazo for the Licensed Content.

c. Attribution for Audiovisual and Audio Productions

When the Licensed Content is Used in an audiovisual or audio production, the Licensee is required to provide attribution for iazo for the Licensed Content in accordance with all industry standards.

12. Depicted IP and Placeholders

a. Depicted IP

Notwithstanding anything to the contrary in the Content License, the Content License does not include, and we make no representations or warranties, express or implied, with regard to, any trademark, service mark, logo, copyrighted design, artwork, building, house, architecture, or other works that may be depicted in the Licensed Content (collectively, the “Depicted IP”). The Licensee is solely responsible for obtaining any additional rights, clearances, and permissions necessary to Use any Depicted IP.

b. Incorporated Audio

Notwithstanding anything to the contrary in the Content License, the Content License does not include, and we make no representations or warranties, express or implied, with regard to any audio content, music, dialogue, sound effects, or other ambient audio that is synchronized with and/or incorporated within Licensed Content that is not an Audio Work (collectively, the “Incorporated Audio”). The Licensee is solely responsible for obtaining any additional rights, clearances, and permissions necessary to Use any Incorporated Audio.

c. Placeholder Content

Notwithstanding anything to the contrary in the Content License, the Content License does not include, and we make no representations or warranties, express or implied, with regard to any Placeholder Content synchronized with and/or incorporated within Licensed Content for the purpose of demonstration (collectively, the “Placeholder Content”), including but not limited to, any audio, music, dialogue, sound effects, videos, images, photos, graphics, and text. The Licensee is solely responsible for obtaining any additional rights, clearances, and permissions necessary to Use any Placeholder Content.

13. Payments and Taxes

a. Ancillary Agreement for Payments and Taxes

The Content License is an ancillary agreement of the Terms of Service and is subject to all of the terms and conditions of the Terms of Service and all of our Policies and Guidelines, including but not limited to the Payments and Taxes section.

Please read the Payments and Taxes section of the Buyers Policy to fully understand our terms and conditions related to Payments and Taxes.

14. Termination

a. Ancillary Agreement for Termination

The Content License is an ancillary agreement of the Terms of Service and is subject to all of the terms and conditions of the Terms of Service and all of our Policies and Guidelines, including but not limited to the Termination section.

Please read the Termination section of the Terms of Service to fully understand our terms and conditions related to Termination.

b. No Independent Termination

The Content License can only be terminated when terminating the Terms of Service, and cannot be terminated independently. In the event that the Terms of Service is terminated, the Content License will also be terminated and share the same Termination Date as the Terms of Service (the “License Termination Date”).

c. Cessation of License Use

In the event that the Content License is terminated, the Licensee shall no longer have any rights to the Licensed Content and shall be required to cease and desist all Use, reproduction, integration, modification, displaying, broadcasting, streaming, performance, distribution, and possession of the Licensed Content within two (2) days following the License Termination Date (the “License Use Cessation Time Limit”).

d. Termination Upon Licensee Default

The Licensor may terminate the Content License at any time, and without notice, in the event of a Default, violation, breach, or infringement by the Licensee, in whole or in part, of : (i) the Content License; (ii) the Terms of Service and/or any of our Policies and Guidelines; or (iii) any law or regulation.

e. Survival

All of the terms and conditions of this Content License shall survive the termination or expiration of this Content License with the exception of the Grant of License section which shall not survive.

15. Disclaimers and Limitation of Liability

a. Ancillary Agreement for Disclaimers and Limitation of Liability

The Content License is an ancillary agreement of the Terms of Service and is subject to all of the terms and conditions of the Terms of Service and all of our Policies and Guidelines, including but not limited to the Disclaimers and Limitation of Liability section.

Please read the Disclaimers and Limitation of Liability section of the Terms of Service to fully understand our terms and conditions related to Disclaimers and Limitation of Liability.

b. Maximum Content License Liability

Notwithstanding anything to the contrary contained in the Content License, Terms of Service, and/or any of our Policies and Guidelines, and/or in any other agreement between the Parties, and irrespective of the number of times the Licensed Content is Used, accessed, downloaded, or licensed, the total maximum aggregate liability with respect to any Licensed Content will in no event exceed TEN THOUSAND UNITED STATES DOLLARS ($10,000 USD) per Licensed Content (the “Maximum Content License Liability”).

c. Action Commencement Limitation

Notwithstanding any other applicable statute of limitation, any legal action, legal proceeding, or dispute resolution proceeding must be commenced within two (2) years of the alleged offense, act, event, or occurrence giving rise to the claim (the “Action Commencement Limitation”).

d. No Liability for Use Related Claims

Notwithstanding anything to the contrary contained in the Content License, Terms of Service, and/or any of our Policies and Guidelines, and/or in any other agreement between the Parties, the Licensor shall not be liable for, and the Licensor Indemnification shall not include, any Claim related to or arising out of: (i) any modifications, alterations, edits, and/or changes made to the Licensed Content after downloaded from the Platform; (ii) the location, medium, and/or context in which the Licensed Content is Used; (iii) any Use of the Licensed Content not authorized by the Content License; and (iv) any breach of or failure to perform an obligation or responsibility assumed by the Licensee in the Content License (each Claim referred to in (i) through (iv), a “Use Related Claim”).

e. No Liability for Assumed Content Licenses

Notwithstanding anything to the contrary contained in the Content License, Terms of Service, and/or any of our Policies and Guidelines, and/or in any other agreement between the Parties, iazo Entities shall not be liable for any Claim related to or arising out of Assumed Content Licenses on or after the respective Seller Licensor Assumption Date.

f. No Waiver of Third-Party Obligations

The Content License does not provide any waiver, express or implied, for any royalties, fees, and/or other obligations that may be due to and/or required by third parties and/or third-party agreements for Use and public performance of the Licensed Content (the “Third-Party Obligations”).

16. Indemnification by Licensor

a. Ancillary Agreement for Indemnification

The Content License is an ancillary agreement of the Terms of Service and is subject to all of the terms and conditions of the Terms of Service and all of our Policies and Guidelines, including but not limited to the Indemnification section.

Please read the Indemnification section of the Terms of Service to fully understand our terms and conditions related to Indemnification.

b. Licensor Indemnification

The Licensor agrees to indemnify, defend, and release the Licensee, from and against any actual or threatened Claims, lawsuits, legal proceedings, disputes, demands, liabilities, damages, losses, costs and expenses (including, without limitation, reasonable legal and accounting fees and costs of defense of Claims, lawsuits, or legal proceedings) (individually, a “Claim“ and collectively, “Claims”), arising out of or related to: (i) a Default of the Content License by the Licensor; (ii) a breach of any express representation or warranty made by the Licensor in the Content License; and (iii) a Use of the Licensed Content by the Licensee pursuant to the Content License that would result in a breach of any express representation or warranty made by the Licensor in the Content License (each Claim referred to in (i) through (iii), a “Licensor Indemnified Claim“ and collectively, the “Licensor Indemnification“).

c. Conditions Precedent to Licensor Indemnification

All of the following conditions are precedent to the Licensor Indemnification (the “Licensor Indemnification Conditions“): (i) the Licensee is in full compliance with the terms and conditions of the Content License; (ii) the Licensee is in full compliance with the terms and conditions of the Terms of Service and all of our Policies and Guidelines; (iii) there is not a breach of any express representation or warranty made by the Licensee in the Content License; (iv) the Licensee must notify the Licensor in writing of the Claim (a “Claim Notification“) as soon as is practical, but in no more than ten (10) business days from the date the Licensee knows of or reasonably should know of the Claim (the “Claim Notification Time Limit“); (v) the Licensee must include all details of the Claim that are presently known to the Licensee (the “Claim Details“), including but not limited to, the Licensed Content post title on iazo, the Licensed Content post URL on iazo, a copy of the Licensed Content, a copy of the Project file(s) incorporating and/or integrating the Licensed Content, the name and contact information of the person and/or entity making the Claim, the date of the Claim, the nature of the Claim, and copies of any correspondence received and/or sent in connection with the Claim; (vi) the Claim Notification must be sent to the mailing address specified on the Platform via Certified Mail, Return Receipt Requested, or reputable express delivery service, in each case, with recipient’s signature required, with a contemporaneous copy emailed to Legal@iazo.com; (vii) the Licensee must allow the Licensor to assume control of the investigation, handling, settlement, and defense of the Claim, and the Licensee must cooperate reasonably with the Licensor therewith; (viii) the Licensee shall have the right to participate in the investigation of the Claim or any litigation at the expense of the Licensee; (ix) the Licensor Indemnification will be the Licensee’s sole and exclusive remedy for a Default of the Content License by the Licensor and/or a breach of any express representation or warranty made by the Licensor in the Content License; (x) the Licensee has paid the Licensor in full for all Licensed Content related to the Claim; (xi) notwithstanding anything to the contrary contained herein, the Licensor Indemnification does not include any Use Related Claims; and (xii) in the event of a Seller Licensor Assumption any Claim Notification will be forwarded to the recorded email address of the Seller and it will be the exclusive responsibility of the Seller to respond to any forwarded Claim Notifications.

17. Indemnification by Licensee

a. Ancillary Agreement for Indemnification

The Content License is an ancillary agreement of the Terms of Service and is subject to all of the terms and conditions of the Terms of Service and all of our Policies and Guidelines, including but not limited to the Indemnification section.

Please read the Indemnification section of the Terms of Service to fully understand our terms and conditions related to Indemnification.

b. Licensee Indemnification

The Licensee agrees to indemnify, defend, and release the Licensor, from and against any actual or threatened Claims, lawsuits, legal proceedings, disputes, demands, liabilities, damages, losses, costs and expenses (including, without limitation, reasonable legal and accounting fees and costs of defense of Claims, lawsuits, or legal proceedings), arising out of or related to: (i) a Use Related Claim; (ii) a Default of any terms, in whole or in part, of the Content License by the Licensee; (iii) a breach of any express representation or warranty made by the Licensee in the Content License; and (iv) the Licensee’s access to and/or use of the Platform (each Claim referred to in (i) through (iv), a “Licensee Indemnified Claim” and collectively, the “Licensee Indemnification”).

c. Conditions Precedent to Licensee Indemnification

All of the following conditions are precedent to the Licensee Indemnification (the “Licensee Indemnification Conditions“): (i) the Licensor is in full compliance with the terms and conditions of the Content License; (ii) there is not a breach of any express representation or warranty made by the Licensor in the Content License; and (iii) there is not a Use of the Licensed Content by the Licensee pursuant to the Content License that would result in a breach of any express representation or warranty made by the Licensor in the Content License.

18. Dispute Resolution

a. Ancillary Agreement for Dispute Resolution

The Content License is an ancillary agreement of the Terms of Service and is subject to all of the terms and conditions of the Terms of Service and all of our Policies and Guidelines, including but not limited to the Dispute Resolution section.

Please read the Dispute Resolution section of the Terms of Service to fully understand our terms and conditions related to Dispute Resolution.

19. Default

a. Ancillary Agreement for Default

The Content License is an ancillary agreement of the Terms of Service and is subject to all of the terms and conditions of the Terms of Service and all of our Policies and Guidelines, including but not limited to the Default section.

Please read the Default section of the Terms of Service to fully understand our terms and conditions related to Default.

20. Amendments

a. Amendments to this Policy

We may change, edit, or amend this Content License at any time and at our sole discretion, including any of our Policies and Guidelines that are incorporated therein. In the event that we amend this Content License we will post the changes directly to this page and shall update the revision date displayed at the top.

If an amendment to this Content License, at our discretion, is material, we will notify you of such change, and those material changes will become effective immediately upon notification. If we are required by law to obtain your consent prior to making certain changes to this Content License, we shall first obtain your consent, and provide you with the opportunity to opt-out of the changes.

Please be advised that any amendments made to this Content License are subject to the Amendments provision of our Terms of Service.

21. Contact Us

For questions pertaining to this Content License please contact:
License@iazo.com

For all other inquiries please contact:
Support@iazo.com

Mailing Address:
iazo, Inc.
PO Box 85
North Bend, WA 98045
United States

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