Changes to Legal Terms
Content and Other Materials
Pond5 and its subsidiaries (collectively, "Affiliates" and together with Pond5, "we", "us" and possessives thereof) offer an on-line marketplace where people may submit and upload at the Site a variety of works, including film and video footage, music, sound effects, photographs, illustrations, animation, Flash files, templates, media project files and/or other audio, audio-visual, or visual works, whether generated optically, electronically, digitally or by any other means or in any media or other material (any and all of such works that are uploaded to the Site or otherwise submitted to us, individually and collectively, "Content") so the same may be downloaded by and licensed to users, members, registrants and licensees of the Site.
No Content may be uploaded to the Site or otherwise submitted to us unless the person or entity doing so (a "Contributor") first agrees the Pond5 Contributor Agreement
, as the same may be changed by us from time to time (the "Contributor Agreement"), and any and all Content uploaded to the Site or otherwise submitted to us is contributed to us on the terms and subject to the conditions of the Contributor Agreement.
Except as provided below under Evaluation Usage, no Content may be downloaded or otherwise copied from the Site, unless the person or entity doing so first agrees to the Pond5 Royalty Free License Agreement
, as the same may be changed by us from time to time (the "License Agreement"), and any and all Content downloaded or copied from the Site is subject to and only may be downloaded and used on the terms and subject to the conditions and restrictions of the License Agreement.
All Content and other works, content and materials (including the organization and presentation of the foregoing) on the Site (the "Materials") and copyrights and other intellectual property rights therein and thereto are the property of us and our licensors and are protected by copyright, trademark and other intellectual property laws. "Pond5" and www.pond5.com are trademarks of Pond5. The visual appearance of the Site is protected trade dress of Pond5 under 15 U.S.C. § 1125 et seq.
Unless you have entered into a separate written agreement with us, such as the License Agreement and as may be expressly permitted by said agreement, except as provided below under Evaluation Usage, any use of any of these Materials, including any modification, public display or performance, derivative use, exploitation or distribution, without our written permission is strictly prohibited. No copyright and other intellectual property notices or watermark on any Materials shall be deleted or modified.
Use of the Site
We operate the Site as a service provider of an on-line marketplace, providing storage of materials on our systems or networks at the direction of Pond5's users.
You will access and use the Site and participate in the Site for lawful purposes only and only in accordance with these Terms and Conditions and the guidelines, policies, restrictions and agreements on the Site.
You will not on or though the Site do any of the following:
- conduct any fraudulent, criminal offence or other unlawful activity;
- upload any Content that is illegal, offensive, abusive, indecent, defamatory, harassing or menacing;
- send or upload any communication, Content that infringes, misappropriates or violates anyone else's copyright, trademark, privacy, publicity or any other legal right;
- conduct any activity which consists of or contains software viruses, political campaigning, commercial solicitation, chain letters, mass mailings or any form of "spam";
- resell or make commercial use of the Site, any part thereof or, except as permitted by the License Agreement as related to Content downloaded thereunder, any Material;
- collect or use of any Content descriptions or information or prices, except (i) to view and evaluate for purchase of a license of the Content under the License Agreement or (ii) as permitted by the License Agreement as related to Content downloaded thereunder;
- download or copy any member, registrant or Content information for the benefit of another merchant or website except as necessary to utilize rights to downloaded Content pursuant to the License Agreement;
- use any data mining, robots or similar data gathering and extraction tools on or at the Site or use any other automated means to access the Site;
- frame or use framing techniques to enclose the Site or any part thereof or any Content or any trademark, logo, or other proprietary information (including images, text, page layout or form) of Pond5 or the Site without our express written consent;
- use any meta tags or any other "hidden text" utilizing any of our names or trademarks without our express written consent;
- take any action that imposes, or may impose in our sole discretion, an unreasonable or disproportionately large load on our servers or other infrastructure or use the Site in any way that causes, or is likely to cause, the Site or access to or use of it to be interrupted, damaged or impaired in any way;
- 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; or
- exploit for any commercial purpose without our express written consent the Site, any part thereof except as necessary to utilize rights to downloaded Content pursuant to the License Agreement.
You agree that: (a) you will not share the user ID or password that you obtained or use in connection with your access to or use of the Site, an upload to the Site or a purchase of a license to Content from the Site (collectively "User Codes") with any other person, (b) you will take all necessary actions to preserve the confidentiality of such User Codes, (c) you are responsible for all acts or omissions that occur under any User Code; and (d) you will immediately notify us in writing in the event that you learn that: (i) any such User Code is lost, stolen, or improperly disclosed to a third party; (ii) the authority or employment of any person provided with a User Code on your behalf has been or is about to be terminated; (iii) the confidentiality of any User Code has been compromised in any way; or (iv) you learn about a possible or actual unauthorized access to and/or use of the Site.
The Site may contain links to internet content which is not a part of the Site. You agree and acknowledge that we are not responsible for such content.
Termination of Use
We may provide services in connection with the Site, including email notifications, image and Content downloading and information publication. We will endeavor 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 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 us. 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 us all fees charged by us for Fee-Based Services you elect to access.
The Site and Materials Provided "As Is".
THE SITE, OUR SERVICES AND THE MATERIALS ARE PROVIDED "AS IS" WITHOUT ANY REPRESENTATION, WARRANTY OR GUARANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR TITLE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. WE DO NOT REPRESENT OR WARRANT THAT THE SITE, OUR SERVICES AND THE MATERIALS WILL MEET YOUR REQUIREMENTS OR THAT THEIR USE WILL BE UNINTERRUPTED OR ERROR FREE. THE ENTIRE RISK AS TO THE QUALITY, PERFORMANCE AND USE OF THE SITE, OUR SERVICES AND THE MATERIALS IS WITH YOU. Certain jurisdictions do not allow the exclusion of implied warranties, so the above exclusion may not apply to you. You have specific rights under this warranty, but you may have others, which vary from jurisdiction to jurisdiction.
Limitation of Liability
Claims of Intellectual Property Infringement or Other Rights Violated.
We believe that it is important to respect the intellectual property and other rights of others. However, it is not possible for us - and nor do we accept any responsibility - to monitor or be aware of the Content and other Material that is displayed on the Site or the activity of our members, registrant, licensees and users. Accordingly, the Site operates on a "notice and takedown" basis. If you believe that your intellectual property, privacy or other rights have been infringed, misappropriated or violated by any Content or other Material, please complete the Notice for Intellectual Property Infringement or Violation of Other Rights (the "Notice Form") and email it to us at the address set forth therein. Upon our receipt and review of a Notice Form we will take whatever actions we in our good faith discretion determine to be appropriate, including removing the Content or other Material, all of which are taken without any admission as to liability and without prejudice to any rights, remedies or defenses, all of which are expressly reserved. Furthermore, in submitting a Notice Form, you grant to us the right to use, reproduce, translate, and forward the Notice Form to the parties involved in the provision of the applicable Content or other Material.