The following Terms and Conditions of Use (the "Agreement") constitutes an agreement between you and Pond5 Inc. ("Pond5"), operator of www.pond5.com (the "Site"). By using the Site, you agree to be bound by and accept the terms of this Agreement.

Pond5 may alter the terms of this Agreement from time to time with prior notice to you. No alteration of this Agreement by you will be binding upon Pond5 except as expressly agreed in writing signed by an authorized agent of Pond5.

Please read this Agreement carefully. This Agreement limits Pond5's liability and may substantively affect your rights.

The Site contains video, motion picture footage, photographs and/or other audio, audio-visual or visual works available for licensed use ("Audio-Visual Content") under the terms of Pond5's Royalty Free License. The Audio-Visual Content is property of Pond5's licensors. Submission of works to Pond5 for inclusion in the Site's Audio-Visual Content is subject to Pond5's Submission Agreement and Grant of License.

Non-Audio-Visual Content on the Site is property of Pond5. Pond5 makes its best efforts to ensure the accuracy of non-Audio-Visual Content on the Site, but makes no warranties or representations, nor shall be liable for any damages arising from, any inaccuracy of non-Audio-Visual Content on the Site.

Pond5 operates the Site as a venue for the licensing of video, motion picture footage, photographs and/or other audio, audio-visual or visual works and other content. Pond5 acts solely as a service provider providing storage of materials on its systems or networks at the direction of Pond5's users.

The Site may contain links to World Wide Web content which is not a part of the Site. You agree and acknowledge that Pond5 is not responsible for such content.

Use of and access to the Site is limited by the terms of this Agreement. You agree:

Not to use any robot, spider, scraper or other automated means to access the Site for any purpose without Pond5's express written permission.

Not to take any action that imposes, or may impose in Pond5's sole discretion, an unreasonable or disproportionately large load on Pond5's servers or other infrastructure or to interfere or attempt to interfere with the proper operation of the Site or any activities conducted on the Site.

Not to copy, reproduce, modify, create derivative works from, distribute or publicly display any content from the Site, including but not limited to "framing" Site content within another site, except that you may use Audio-Visual Content validly licensed by Pond5 to You under Pond5's Royalty Free License.

To use the Site only for lawful purposes, and to comply with all applicable laws and regulations in connection with your use of the Site.

Not to advertise products or services or solicit any user of the Site, whether or not such advertising or solicitation is in the form of unrequested bulk commercial email.

Pond5 may at its sole discretion terminate or limit your use of the Site for violation of any of the rules contained in this Agreement, or for any conduct, whether by act or omission, which in Pond5's sole opinion adversely impacts the operation of the Site. Pond5 may so terminate or limit your use of the Site without prior notice to you. If such termination or limitation is for reasonable cause, Pond5 will not be obligated to refund any fees paid by you.

Pond5 does not distribute, sell or rent your personal information to third parties, except as required by law, and uses such information only for the purpose of providing you with services you request. Pond5 will make its best efforts to maintain all user information securely. You agree to release and hold harmless Pond5 for any damages arising out of any failure of such efforts.

"Pond5" and www.pond5.com are trademarks of Pond5. Non-Audio-Visual Content on the Site and Site layout are copyright Pond5. The visual appearance of the Site is protected trade dress of Pond5 under 15 U.S.C. § 1125 et seq. Copyrights in Audio-Visual Content are held by Pond5's licensors.

Pond5 respects the intellectual property rights of others and operates the Site in compliance with the Digital Millennium Copyright Act, 17 U.S.C. § 512 et seq.

Owners of intellectual property rights, including but not limited to rights in the nature of trademark or copyright ("Rights Owners"), who believe any Audio-Visual Content infringes their intellectual property rights may submit Notifications of Claimed Infringement pursuant to 17 U.S.C. § 512(c) to Pond5's Designated Agent:

Tom S. Bennett, president
Pond5 Inc.
419 Lafayette St., 2nd Fl.
New York, NY 10003
telephone: +1(646)233-2155
email: legalpond5com

Pond5 may provide services in connection with the Site, including but not limited to email notifications, image and content downloading and information publication. Pond5 will make its best efforts to ensure that such services are available, operate correctly and are free from malicious code (e.g., computer viruses). You agree to release and hold harmless Pond5 for any damages arising out of your use of the Site, including but not limited to the unavailability, failure or improper operation of services provided in connection with the Site.

You may incur fees for using certain services ("Fee-Based Services") provided by Pond5. The fees for Fee-Based Services will be conspicuously posted, and you will not be allowed to access any Fee-Based Service without first approving the fees for such service. You agree to pay Pond5 all fees charged by Pond5 for Fee-Based Services you elect to access.

POND5 HEREBY WAIVES ALL WARRANTIES EXPRESS AND IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR AN INTENDED USE, IN CONNECTION WITH THE SITE.

Any dispute arising out of use of the Site or this Agreement shall be governed by the laws of the State of Oregon, United States, without regard to its conflict of laws provisions. You hereby agree to personal jurisdiction in the courts of the State of Oregon and agree not to bring any action against Pond5 in any other jurisdiction. Nothing in this Agreement shall limit the rights of Pond5 to initiate an action against you in any other jurisdiction where such jurisdiction may be properly exercised.