Pond5 Social Studio End User License Agreement

This License Agreement governs your use of the Pond5 social studio video editing software tool (the “App”) that Pond5 makes available on internet site at www.pond5.com (the “Website”). Please read this Agreement carefully. By clicking “I agree” or otherwise signifying your acceptance of this Agreement or by using App, you are agreeing to be legally bound by this Agreement.

Social Studio Plans.

Pond5 offers use of the App and the animations, Pond5 videos, templates, music tracks and other digital works, materials and functionalities that Pond5 makes available through the App (collectively, “Content” and together with the App, collectively, “Social Studio”) to create and edit your own social videos within the App (each a “Social Video”) and export the same, as provided under any of the plans (each a “Plan”) described at the Social Studio pricing page at socialstudio.pond5.com/pricing.

Grant of License.

  • Upon your purchase of one of the Plans described on the Social Studio Pricing Page and payment of the fees therefor described in the Website , you will have the non-exclusive right and license (the “License”) on the terms and subject to the conditions and limitations set out in this Agreement, to use Social Studio do the following:

    • You may access and use Social Studio as provided above for the applicable Plan purchased and paid for by you.
    • You may use, copy, edit, modify, manipulate, couple and synchronize the Content provided by Pond5 under the Plan purchased by you in your Social Video.
    • On a world-wide basis, you may publicly display and perform, or distribute (“Distribute”) your Social Video(s) by means of – and only by means of - digital streaming through the internet.
    • You use the tags, meta data, designations, disclaimers, restrictions, annotations, information and documentation that are available on the Website or otherwise provided by us to you relating to Content provided by Pond5 under the Plan purchased by you (the “Content Information”) internally to facilitate the foregoing.
  • You will not acquire, and we and/or the Content contributor will retain, all right, title, and interest in and to all of the copyrights, trademarks and other proprietary rights in the Content, Content Information and Social Studio that are not expressly granted to you by the terms of this Agreement. The License does not include the right to record a new performance of the composition or script reflected by any Content.
  • The License is conditioned upon compliance with and fulfillment of your responsibilities under this Agreement and our receipt of full payment of the applicable fees for the applicable Plan.
  • If you purchased a subscription described in the Social Studio Pricing Page, your subscription will be for a rolling term of one month, which means that unless you opt on the App to terminate your subscription at least two days prior to the end of that initial term of one month or any renewal term of one month or we provide you with email notice that the Plan or the term of your subscription to this Plan is ending, you will be deemed to renew your subscription for a renewal term of one month and your credit card will be charged for the renewal month.

License Limits and Restrictions.

  • Number of Social Videos. The License authorizes use of Social Studio and the Content in only the number of Social Videos that you are permitted to export under the applicable Plan.

    • You may access and use Social Studio as provided above for the applicable Plan purchased and paid for by you.
    • You may use, copy, edit, modify, manipulate, couple and synchronize the Content provided by Pond5 under the Plan purchased by you in your Social Video.
    • On a world-wide basis, you may publicly display and perform, or distribute (“Distribute”) your Social Video(s) by means of – and only by means of - digital streaming through the internet.
    • You use the tags, meta data, designations, disclaimers, restrictions, annotations, information and documentation that are available on the Website or otherwise provided by us to you relating to Content provided by Pond5 under the Plan purchased by you (the “Content Information”) internally to facilitate the foregoing.
  • Limits on the Distribution

    • Permitted Distribution Channels. Distribution of the Social Video(s) is permitted only by means of digital streaming through a social media site or your own website or mobile app, including any of the following:

      • YouTube (but not YouTube Red)
      • Facebook, except Facebook Watch
      • Instagram
      • Snapchat
      • Twitter
      • Pinterest, and/or
      • Your own website or mobile app
    • Only Digital Streaming Permitted.  For avoidance of doubt, distribution of any Social Video in theatrical, broadcast, telecast or cable or satellite distribution, performance or display or other means or channel not expressly listed above is prohibited, as is also use of any Social Video in or on any printed media or work, film or physical media (e.g., CD or DVD) or merchandise.
    • Fee Based Distribution Not Permitted.  Notwithstanding the foregoing or anything else in this agreement, no Social Video shall be distributed by any means or through any platform for which a fee of any form or manner is directly or indirectly charged for access to or receiving or viewing the Social Video, and whether such fee is charged for the Social Video alone or as part of a bundle or plan.
  • "Stills" derived from Pond5 video footage Content shall not be used.
  • Use of raw Content is limited to use for the creation, reproduction or distribution of Social Videos as permitted by this Agreement. If you become aware of any unauthorized access, duplication of any Content, you should promptly notify us via the Website.
  • The License is non-transferable, but your Social Video is transferable.
  • You may not reverse engineer, decompile, or disassemble any part of any source code contained Social Studio or avoid, bypass, remove or impair any technological measure that limits access to Social Studio or any Content.
  • No Content shall be incorporated into a logo, trademark or service mark, but you may add or embed a logo or trademark into your Social Video.
  • No Content that features any person or property shall be used in a manner that would be unflattering or unduly controversial to a reasonable person, including use 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, or as suffering from, or medicating for, a physical or mental ailment (each of the foregoing, “Sensitive Use”).
  • No Content shall be used in a pornographic, unlawful or defamatory context or manner.
  • Use, performance, displaying, copying, modifying, or distributing Social Studio or any Content other than as expressly authorized in this Agreement is prohibited
  • Notwithstanding anything else in this Agreement, the License does not include, and except for locations for which the Content Information provided by us states that we have a property release, we make no warranties with regard to, any location, building, house, trademark, trade dress, logo, copyrighted design, art, architecture or other works that may be depicted in any Content (collectively, “Depicted IP”). For Content that is film, video footage or any other audiovisual work, any music, dialogue or other ambient audio contained therein is incidental only; accordingly, our warranties do not apply to, and you are solely responsible for obtaining any additional clearances relating to, any of the audio that may be required.

Placeholder in Templates.

Templates contain placeholder music, dialogue, other audio, text, video and/or images. Such placeholders are intended only for demonstrations purposes, so the License and any warranties do not apply to such placeholders and you are solely responsible for obtaining your own cleared versions of the same.

Termination

The License will terminate on written notice from us if you fail to cure a material breach or other material failure to comply with any provision of this Agreement within 14 days of written notice from us of the same. You may terminate any subscription hereunder at any time. In the event of any termination, you will be responsible for making all payments due under the Plan you purchased. The terms and provisions of Sections 3 through 10 shall survive termination or expiration of this Agreement. Any Plan purchased must be used within 24 months of purchase.

Payments & Taxes.

  • All Plan purchases and Subscriptions are final, and all fees paid hereunder are non-refundable.
  • You are responsible for promptly paying any and all applicable sales taxes, use taxes, value added taxes, property tax, customs, duties and any related interest or penalties imposed by any jurisdiction as a result of the License or any use of Social Studio, or any Social Video or Content.
  • You must pay all amounts due to us in a payment currency approved on the Website without any set off, deduction or withholding of any kind, including tax withholdings or amounts charged for currency conversion; to the extent that you determine that you are required under law (e.g., under a tax law) to withhold any amount from payments due to us or a financial institution or other intermediary deducts any amount for currency conversion or other services from your payment to us, the amount due to us is hereby increased by the amount that would cause the net amount actually received by us to equal the amount that would otherwise apply under this Agreement.

Pond5 Terms of Use.

The terms and provisions of the Website Terms of Use and the Pond5 Privacy Policy (collectively, the “Website Terms”) are hereby incorporated herein to the same extent as if fully set forth herein. For avoidance of doubt, Social Studio shall be deemed to be “Materials” and “Services” under the Website Terms, and references in the Terms of Use to the Website include Social Studio and these Terms of Use include this Agreement.

Miscellaneous Provisions.

  • Consent to Electronic Communications: You consent to receive communications from us electronically and you agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
  • This Agreement and the Website Terms embody the parties' entire agreement and supersedes and cancels any prior or implied agreement with respect to its subject matter. We reserve the right to make changes to this Agreement and Website Terms at any time and without notice to you, but you will be subject to the terms of the same in force at the time that the your Social Video was first exported by you.
  • If you learn that any Content is subject to a threatened or actual third party claim of infringement, violation of another right, or any other claim for which we may be liable, you will promptly notify us of any such claim. If we learn of such a claim from you, the third party or otherwise and we, in our sole good faith discretion, determine that the claim raises an inappropriate legal risk, upon notice from us, you will (i) remove the Content from your computer systems and storage devices (electronic or physical), and (ii) cease any future use of the Content at your own expense if possible. If you do remove and cease use of the Content, we will without charge provide you with other content that we determine is comparable, subject to the other terms and conditions of this Agreement.
  • The parties to this Agreement are independent contractors, and nothing in this Agreement or the License shall create a joint venture, partnership or franchise or fiduciary relationship between the parties.
  • This Agreement shall be construed in accordance with the laws of the United States and the State of New York without regard to its choice of law provisions. The United Nations Convention on Contracts for the International Sale of Goods does not govern this Agreement. The License, any supplemental or other license, any Download of Content and access to and use of the Website and the entering into this Agreement will be deemed to take place in the United States. Any dispute relating to or arising from this Agreement, the License, or any Content or the use thereof will be resolved exclusively by a State or Federal court in New York City in the United States. We and you hereby waive any objection to venue, or to the inconvenience of the forum, of any such court or right to trial by jury to resolve any such dispute. The parties hereby consent to the jurisdiction of such courts.
  • If you are located in the United States, then the party with which you are contracting is, and as used herein the terms “Pond5”, “we”, “us” and ”our” refer to Pond5, Inc., a Delaware corporation. If you are located outside the United States, then the party with which you are contracting and which is granting you the License is, and as used herein the terms “Pond5”, “we”, “us” mean, Pond5 Media Ireland Limited, an Ireland -based subsidiary of Pond5, Inc., and ”our” means the possessive of whichever of the foregoing is applicable.
  • You will promptly reimburse us for any costs (including reasonable attorneys' fees and court costs) that are incurred by us in collecting any fees due to us.
  • Except as otherwise set forth herein, any notice required or permitted to be given under this Agreement shall be in writing, delivered by hand, nationally recognized overnight courier service, email or registered or certified mail, addressed (i) to Pond5 at: our address set forth at www.pond5.com, with a copy by email to legal@pond5.com; or (ii) to you at the email address or contact information provided for the Pond5 user account or registration under which you used Social Studio.