HOUSTON@WEHAVEAPROBLEM.ORG

Terms Of Service

LANDER

Terms of Service

LANDER License Agreement

Dear LANDER Customer:

The following is a legal agreement between you or the employer or other entity on whose behalf you are entering into this agreement (“you”. “your” or “Customer”) and LANDER Photo, LLC (“LANDER”), a Colorado company with its office at 310 Scrub Oak Way, Monument, CO 80132, United States.

The following Terms of Service (“TOS”) constitute an agreement between Customer and LANDER setting forth the rights and obligations with respect to your use of the Service and any Visual Content licensed by you. By filling out the form online which grants access to the Service, you acknowledge that you have read, understood and agree to abide by these terms. By agreeing to the TOS, you agree that these terms control your rights and obligations with respect to all Visual Content licenses set forth herein, notwithstanding the subscription or license you have purchased. LANDER may update these TOS at any time by posting updated TOS on the LANDER website and any updated TOS will be binding upon you as if originally incorporated herein. Please revisit these TOS when you purchase any Visual Content.

If your subscription includes photo shoots, LANDER will provide the specified number of photo shoots per month for events and locations in the greater Colorado Springs region (“Photo Shoot(s)”), subject to scheduling such Photo Shoots with LANDER. You will provide all details reasonably requested by LANDER regarding each Photo Shoot such as, by way of example only, time, location, and subject matter. Subject to the terms of this Agreement, at least five Images resulting from each Photo Shoot will be made available to you via the Service within 30 days following the respective Photo Shoot.

The following defined terms will have the following meanings:

“Image(s)” means photographs, vectors, drawings and other materials available for license from the LANDER website.

“Footage” means any moving images, animations, films, videos or other audio/visual representations, excluding still images, recorded in any format that are available for license from the LANDER website.

“Visual Content” shall refer collectively to Images and Footage.

“Service” refers to the stock photo subscription provided by LANDER through https://Lander.Gallery, which grants access to all available Visual Content.

“Effective Date” refers to the date and time at LANDER’s location when the secure checkout form is submitted and payment clears, which can be verified by an email receipt and email confirmation notice which are immediately sent to both LANDER and the Customer.

THIS IS A SINGLE SEAT LICENSE AUTHORIZING A SINGLE OPERATING BUSINESS THE RIGHT TO LICENSE, DOWNLOAD AND USE VISUAL CONTENT, LIMITED TO THE SINGLE BUSINESS PERMITTED BY THE SUBSCRIPTION.

Part I Visual Content Licenses

  1. Image Licenses
  2. Footage Licenses
  3. Restrictions on Use of Visual Content

Part II Warranties and Representations

Part III Indemnification and Liability

Part IV Partnership Terms

Part V Additional Terms

PART I: VISUAL CONTENT LICENSES

LANDER hereby grants you a limited, non-exclusive, non-transferable license to use, modify and reproduce Visual Content worldwide, as long as you are in compliance with these TOS, and subject to the limitations set forth herein.

  1. IMAGE LICENSE

This “Lander Image License” grants you the right to use any Images:

  1. As a digital reproduction, including on websites, in online advertising, social media, mobile advertising, mobile “apps”, software, e-cards, e-publications (e-books, e-magazines, blogs, etc.), and in online media (including on video-sharing services such as YouTube, Instagram, Twitter, Vimeo, etc., subject to the budget limitations set forth in Paragraph I.1.D. below);
  2. Printed in physical form as part of product packaging and labeling, letterhead and business cards, point of sale advertising, billboards, CD and DVD cover art, and in the advertising and copy of tangible media, including magazines, newspapers, and books, provided no Image is reproduced more than 500,000 times in the aggregate;
  3. As part of an “Out-of-Home” advertising campaign, provided the intended audience for such campaign is less than 500,000 gross impressions.
  4. Incorporated into film, video, television series, advertisement, or other multimedia productions for distribution in any medium now known or hereafter devised (each a “Production”), without regard to audience size, provided the budget for any such Production does not exceed USD $10,000.
  5. For your own personal, non-commercial use (not for resale, download, distribution, or any commercial use of any kind).
  6. Incorporated into merchandise intended for sale or promotional distribution (collectively “Merchandise”), including, without limitation, textiles, artwork, magnets, wall-art, calendars, toys, stationery, greeting cards and any other physical reproduction for resale or distribution, provided that such Merchandise incorporates material creative or functional elements apart from the Image(s).
  7. In wall art (and without requiring further creative or functional elements) for decorative purposes in a commercial space owned by you.

If the Lander Image License does not grant the rights you require please email Steve@Lander.Media (note: just “.media”, no “.com”)

  1. FOOTAGE LICENSES
  2. This “Lander Footage License” grants you the right to use Footage:
    1. in Productions (i.e., a film, video, television series, advertisement, or other multimedia production) displayed or distributed to the public by any means now known or hereafter devised;
    2. in connection with a live performance; and
    3. on websites.
  1. This “Lander Footage Comp License” grants you the right to use watermarked, low resolution Footage as a comp (the “Comp Footage”) solely in test, sample, comp, or rough cut evaluation materials. The Lander Footage Comp License does not permit you to display or distribute to the public or incorporate into any final materials any such Footage. Comp Footage can be edited, but you may not remove or alter the LANDER watermark. Comp Footage is available to license under the Footage Use License at the time it is downloaded as Comp Footage, but LANDER makes no guarantees and shall have no obligation to ensure that Comp Footage will be available for license at any time thereafter.
  1. RESTRICTIONS ON USE OF VISUAL CONTENT

YOU MAY NOT:

  1. Use Visual Content other than as expressly provided by the license you purchased hereunder with respect to such Visual Content.
  2. Portray any person depicted in Visual Content (a “Model”) in a way that a reasonable person would find offensive, including but not limited to depicting a Model: (1) in connection with pornography, “adult videos”, adult entertainment venues, escort services, dating services, or the like; (ii) in connection with the advertisement or promotion of tobacco products; (iii) in a political context, such as the promotion, advertisement or endorsement of any party, candidate, or elected official, or in connection with any political policy or viewpoint; (iv) as suffering from, or medicating for, a physical or mental ailment; or (v) engaging in immoral or criminal activities.
  3. Use any Visual Content in a pornographic, defamatory or deceptive context, or in a manner that could be considered defamatory, deceptive, obscene, or illegal.
  4. Use Visual Content designated “Editorial Use Only” for commercial purposes.
  5. Resell, redistribute, provide access to, share or transfer any Visual Content except as specifically provided herein. For example and not by way of limitation, the foregoing prohibits displaying Visual Content as, or as part of, a “gallery” of content through which third parties may search and select from such content.
  6. Use Visual Content in a manner that infringes upon any third party’s trademark or other intellectual property right, or would give rise to a claim of deceptive advertising or unfair competition.
  7. Use any Visual Content (in whole or in part) as a trademark, service mark, logo or other indication of origin, or as a part thereof.
  8. Use “stills” derived from Footage except solely in connection with the in-context marketing, promotion and advertising of your derivative works incorporating Footage.
  9. Falsely represent, expressly or by way of reasonable implication, that any Visual Content was created by you or a person other than the copyright holder(s) of that Visual Content.
  1. CREDIT AND COPYRIGHT NOTICES
  2. The use of Visual Content in an “editorial” context, shall be accompanied by an adjacent credit to LANDER in substantially the following form:

“Courtesy of Lander Media / @LanderMedia”

  1. If and where commercially reasonable, the use of Visual Content in Merchandise or a Production shall be accompanied by a credit to LANDER in substantially the following form:

“Image(s) or Footage (as applicable), used under license from Lander.Media”

  1. Credit attributions are not required in connection with any other use of Images unless other stock content provided is afforded credit in connection with the same or similar use.
  2. In all cases, the credit and attribution shall be of the same size, color and prominence of credit and attribution for other, similar content and at all times clearly and easily readable by the unaided eye.

PART II: WARRANTIES AND REPRESENTATIONS

  1. While LANDER makes commercially reasonable efforts to ensure the accuracy of keywords and descriptions, as well as the integrity of Visual Content designated “Editorial Use Only”, LANDER MAKES NO WARRANTIES AND/OR REPRESENTATIONS REGARDING ANY: (A) KEYWORD, TITLES OR DESCRIPTIONS; (B) AUDIO IN FOOTAGE; OR (C) VISUAL CONTENT DESIGNATED “EDITORIAL USE ONLY”. LANDER will not indemnify or have any liability in respect of any claims arising from inaccurate keywords, titles or descriptions, any audio in Footage, or the use of Visual Content designated Editorial Use Only.
  1. LANDER MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER OTHER THAN THOSE EXPRESSLY MADE IN THIS “WARRANTIES AND REPRESENTATIONS” SECTION.

PART III: INDEMNIFICATION AND LIABILITY

  1. Subject to the terms hereof, and provided that you have not breached these terms or any other agreement with LANDER, LANDER will defend, indemnify, and hold you harmless up to the applicable “Limit of Liability” set forth below for your direct damages arising from a third-party claim directly attributable to LANDER’s breach of the express warranties and representations made in Part II hereof, together with associated expenses (including reasonable attorneys’ fees). The foregoing indemnification is conditioned upon you notifying LANDER, in writing, of any such claim or threatened claim, no later than five business days from the date you know or reasonably should have known of the claim or threatened claim. Such notification must include all details of the claim then known to you (e.g., the use of Visual Content at issue, the name and contact information of the person and/or entity making the claim, copies of any correspondence received and/or sent in connection with the claim). The notification must be emailed to LANDER at Steve@Lander.Media, with a hard copy to LANDER, 310 Scrub Oak Way, Monument CO 80132, Attention: General Counsel, via (A) certified mail, return receipt requested; or (B) overnight courier, recipient’s signature required. LANDER shall have the right to assume the handling, settlement or defense of any claim or litigation to which this indemnification applies. You agree to cooperate with LANDER in the defense of any such claim and shall have the right to participate in any litigation at your own expense. You agree that LANDER is not liable for any legal fees and/or other costs incurred by you or on your behalf prior to LANDER having a reasonable opportunity to analyze such claim’s validity.
  1. LANDER shall not be liable for any damages, costs or losses arising as a result of modifications made to the Visual Content or due to the context in which the Visual Content is used by you.
  1. LANDER, along with its affiliates, assigns, officers, agents, contractors, employees, shareholders, directors, managers, members, licensors and suppliers, shall not be liable to you or any third party for any indirect, special, consequential, or incidental damages arising out of or related to the use or inability to use the Services and Visual Content, unauthorized or accidental access to or alteration of data, statements or conduct of any third party, or any matter relating to the use of the Services or Visual Content even if LANDER has been advised of the possibility of such damages. Some jurisdictions do not allow the exclusion or limitation of certain remedies or damages so some exclusions and limitations may not apply to you but they shall apply to the maximum extent permitted by law.
  1. You will indemnify and hold LANDER, its officers, employees, shareholders, directors, managers, members, licensors and suppliers, harmless against any damages or liability of any kind arising from any use of the Visual Content other than the uses expressly permitted by these TOS. You further agree to indemnify LANDER for all costs and expenses that LANDER incurs in the event that you breach any of the terms of these TOS or any other agreement with LANDER.

PART IV TERM, RENEWAL AND TERMINATION

  1. Standard Subscription
    The term of standard subscriptions will begin on the Effective Date and continue for three years. The standard subscription may be billed annually or monthly. If billed annually, the standard subscription will automatically renew for successive one-year periods unless Customer notifies LANDER to the contrary at least 30 days prior to the expiration of the then-effective subscription term. If billed monthly, the standard subscription will automatically renew for successive one-month periods unless Customer notifies LANDER to the contrary at least 30 days prior to the expiration of the then-effective subscription term. Notice of termination may be sent by email to Steve@Lander.Media. If you terminate at any time before the date that is three years following the Effective Date, you will pay LANDER the lesser of (A) the total amount due for the remainder of the subscription term or (B) the amount due for one year of the subscription term.
  1. Month-to-month Subscription

The Term of month-to-month subscriptions will begin on the Effective Date and continue on a month-to-month basis and may be terminated at any time upon 30 days notice by email sent to Steve@Lander.Media.

PART V: ADDITIONAL TERMS

  1. Except when required by law, LANDER shall be under no obligation to issue refunds under any circumstances. In the event that LANDER determines that you are entitled to a refund of all or part of the fees you paid, such refund shall be made using the payment method originally used by you to make your purchase. To cancel your account, notice may be sent by email to Steve@Lander.Media.
  1. “Non-transferable” as used herein means that except as specifically provided in these TOS, you may not sell, rent, loan, give, sublicense, or otherwise transfer to anyone, Visual Content or the right to use Visual Content. You may, however, allow others to use Visual Content solely for your business purposes and for such purposes for which Visual Content was licensed. If you become aware of any third party uses any Visual Content in violation of these TOS, you agree to remove all Visual Content from such third-party use and to promptly notify LANDER of each such use. You agree to take all commercially reasonable steps to prevent third parties from duplicating any Visual Content LANDER provides to you hereunder.
  1. If you use any Visual Content as part of work product created for or delivered to a client or customer, you will disclose the identities of such clients or customers to LANDER, upon LANDER’s reasonable request.
  1. If any controversy or claim arises out of or relating to this Agreement, or the breach thereof, the parties shall negotiate in good faith for at least two weeks, If, after two weeks, the parties do not resolve the dispute, such dispute shall be settled by binding arbitration administered under the Commercial Arbitration Rules of the American Arbitration Association in effect on the date of the commencement of arbitration, rather than in court, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof or having jurisdiction over the relevant party or its assets. The place of arbitration shall be the State of Colorado. There shall be one arbitrator. Each party shall bear its own costs in the arbitration. LANDER shall also 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 you in the event that, in the opinion of LANDER, such action is necessary or desirable. Any resulting decision may include the award of monies including, but not limited to, attorney’s fees.
  1. These TOS shall be construed neither against nor in favor of any party, but rather in accordance with the fair meaning of the language hereof. These TOS are governed by and shall be construed in accordance with the laws of the State of Colorado, without respect to its conflict of laws principles. By agreeing to these TOS, you confirm that you have had the time and opportunity to consult counsel of your choice regarding these TOS and obtain advice as deemed necessary or desirable.
  1. If you are entering into these TOS on behalf of your employer or other entity, you warrant and represent that you have the full right and authority to do so and to bind such entity to these TOS. In the event that you do not have such authority, you agree that you will be personally liable to LANDER for any breaches of these TOS.
  1. You hereby grant LANDER a worldwide, non-exclusive, limited license to use your trademarks in LANDER’s promotional materials, including a public customer list. LANDER’s use of your trademarks shall at all times conform to your then-current trademark use policies as provided to LANDER. LANDER further agrees that it will use commercially reasonable efforts to terminate any particular use of your trademark no later than 30 days from the date of receipt by LANDER of your email request to steve@ lander.media.
  1. The number of Visual Content downloads available to you is determined by the product you purchase. For the purposes of these TOS, a day is defined as the 24-hour period beginning at the time your product is purchased. A month is defined as a calendar month beginning on and including the date that you purchase your product and ending on that date which is the earlier of (1) the same date as your purchase in the following month or (ii) the last day of the following month. By way of example, if you purchase a monthly subscription on March 5, it will renew on April 5. If you purchase a monthly subscription on August 31, your Subscription will renew on September 30.
  1. Unless otherwise specified in the coupon, any coupon or discount code applied to a purchase of any automatically renewing, installment payment or recurring subscription product shall apply only to the first installment thereof.
  1. If any individual term of these TOS is found to be invalid or unenforceable by any legal or regulatory body of competent jurisdiction, such finding will be limited solely to such invalid or unenforceable part, without affecting the remaining parts of such individual term, or any other part of the TOS, so that these TOS shall otherwise remain in full force and effect.

 

  1. It is expressly understood and agreed that these TOS are entered into solely for the mutual benefit of the parties hereto and that no third-party benefits, rights, duties, or obligations are intended by these TOS.

 

  1. In the event that you breach any of these TOS or any other agreement with LANDER, LANDER shall have the right to terminate your account without further notice, in addition to LANDER’s other rights at law and/or equity. LANDER shall be under no obligation to refund any fees paid by you in the event that your account is terminated by reason of a breach.

 

  1. Except as expressly set forth herein, LANDER grants no rights and makes no warranties, with regard to the use of personally identifiable information that may be visible in the Visual Content, music or other audio in footage, trademarks, trade dress or copyrighted designs or works of art or architecture depicted in any Visual Content. LANDER only has model or property releases where expressly indicated on the LANDER website.

 

  1. LANDER’s liability under any individual license purchased hereunder shall not exceed the “Limit of Liability” applicable to the license in effect at the time customer knows or should have known of the claim, and is without regard to the number of times the subject Visual Content is licensed or used by you.
  1. Neither LANDER nor any of its officers, employees, managers, members, shareholders, directors, licensors or suppliers shall be liable to you or to any other person or entity for any general, punitive, special, indirect, consequential or incidental damages, or lost profits or any other damages, costs or losses arising out of your use of the Visual Content, LANDER’s breach of this agreement, or otherwise, unless expressly provided for herein, even if LANDER has been advised of the possibility of such damages, costs or losses.

 

  1. Except as expressly set forth in Part II, all Visual Content is provided “as is” without warranty of any kind, either express or implied, including, but not limited to the implied warranties of non-infringement, merchantability, or fitness for a particular purpose. Some Visual Content may contain elements that require additional clearance if the Visual Content is modified or used in a particular context. If you make such modification or use Visual Content in such context, you are solely responsible for obtaining any additional clearances thereby required.

 

  1. LANDER does not warrant that the Visual Content, LANDER websites, or other materials will meet your requirements or that use will be uninterrupted or error free. The entire risk as to the quality, performance and use of the Visual Content is solely with you.

 

  1. In the event that you use fraudulent credit card information to open an account or otherwise engage in any criminal activity affecting LANDER, LANDER will promptly file a complaint with ic3.gov, the internet crime complaint center, a partnership between the Federal Bureau of Investigation (FBI)and the National White Collar Crime Center.
  1. These TOS constitute the entire agreement between Customer and LANDER relating to the subject matter hereof and supersede all prior understandings, promises, and undertakings, if any, made orally or in writing with respect to the subject matter hereof. LANDER is at all times an independent contractor hereunder. You may not assign any portion of these TOS without LANDER’s written permission. LANDER may assign all or any portion of these TOS in LANDER’s sole discretion. No modification, amendment, waiver, termination, or discharge of any portion of these TOS shall be binding unless executed and confirmed in writing by LANDER.

Updated February 28, 2019