End User License Agreement - FREE CONTENT

 

(Revised August 30, 2021)

This End User License Agreement FREE CONTENT (the "Agreement"), sets forth the terms and conditions between you, the individual or organization downloading as the licensee ("You" or "Licensee") and Dissolve.com ("We", "Us" or "Dissolve") on behalf of the [Dissolve Community] in respect of the FREE CONTENT (defined below) listed therein.

FREE CONTENT are licensed by the [Dissolve Community] so that they may be freely used as provided herein without fee. If You do not agree with the terms and conditions of this Agreement, You may not use and must immediately destroy the FREE CONTENT.

FREE CONTENT means the specific images, footage, films, videos, photographs, typefaces, music or other audio/visual representations recorded in any format that have been shared by the [Dissolve Community] so that they may be shared without fee.
You may download, copy, modify, distribute, perform, and use FREE CONTENT without fee, including for commercial purposes, provided that:

  • You may not sub-license, sub-distribute, re-record, transfer, assign, sell, redistribute or provide to others any portion of the FREE CONTENT or its accompanying materials except as expressly identified;
  • You will not permit the FREE CONTENT to be available in any medium in a manner that enables third parties to download, extract or access the FREE CONTENT as a standalone file.
  • You may not upload a standalone file of the FREE CONTENT to file-sharing websites or social networking websites such as YouTube, Facebook, Twitter, etc., unless authorized by Dissolve in writing.
  • You shall not use the FREE CONTENT in any way that might be considered defamatory, libelous, obscene, pornographic, immoral or illegal.
  • You shall not use the FREE CONTENT in any manner that creates a false inference or places the FREE CONTENT in a context that is likely to result in bringing Dissolve or any FREE CONTENT supplier of Dissolve into public disrespect, scandal, ridicule, or detract from the public image of Dissolve or any of its identified FREE CONTENT suppliers.
  • You may not use FREE CONTENT that features models or property in connection with a subject that would be unflattering or unduly controversial to a reasonable person (e.g. sexual health products or services), including use in a political context (e.g. promotion or endorsement of any party, candidate or platform).
  • You may not incorporate FREE CONTENT into any logo, trademark or service mark.
  • You are not permitted to use the FREE CONTENT for any product that is intended for resale, such as, but not limited to, digital product (including electronic templates for websites or applications, PowerPoint or Keynote templates, screensavers, software and mobile applications, video games, stand-alone backgrounds, wallpapers, stock elements or effects imagery elements) or physical product (including DVDs, apparel, mugs, posters and any other printed product).
    You may not use or display the FREE CONTENT on websites or other venues designed to induce or involving the sale, license or other distribution of “on demand” products (such as electronic templates).

YOU ARE RESPONSIBLE FOR OBTAINING ALL THIRD PARTY CONSENTS AND PERMISSIONS THAT MAY BE REQUIRED TO USE THE FREE CONTENT. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT:

  • Items depicted in the FREE CONTENT may be subject to copyrights, trademarks rights, rights of publicity, moral rights or other rights of another party.
  • Any trademarks, service marks, design marks, logos and/or trade dress included in the FREE CONTENT is subject to the rights of the owners of such marks, logos and/or trade dress and no license to such marks, logos or trade dress is granted by this Agreement. No license is granted herein for such marks, logos or trade dress or to any third party footage, photographs or copyrighted images that appear in the FREE CONTENT.
  • If there are any incidental marks, logos or trade dress contained in the FREE CONTENT, You shall not alter or use such marks, logos or trade dress in any way which implies an association with or an endorsement by the owner(s) of such marks, logos or trade dress, and the inclusion of these incidental marks, logos or trade dress in the FREE CONTENT does not in any way imply such association with or endorsement of the FREE CONTENT.
  • Any audio or music that are included as part of or embedded in any FREE CONTENT is ambient sound only and may require additional clearances and/or licenses from the broadcaster, owner or performer or owner of other rights in such audio or music. No license is granted herein for such audio or music.
  • No license is granted herein to use the name or likeness of any individual appearing in the FREE CONTENT, including in connection with or as an express or implied endorsement or disparagement of any product or service.

This license does not include the right to compile FREE CONTENT for use in or to replicate a similar or competing service. No title or intellectual property rights in the FREE CONTENT, except for the license granted herein, are transferred to You by this Agreement.

We may POST FREE CONTENT FOR MARKETING AND PROMOTIONAL PURPOSES ON DISSOLVE AND DISSOLVE’S AFFILIATED CHANNELS SUCH AS DISSOLVE’S WEBSITE, SOCIAL MEDIA CHANNELS, EMAILS, ETC. (ex: Instagram, Youtube, Facebook, Twitter, Tiktok, Vimeo.) IT WILL THEREFORE BECOME ACCESSIBLE AND BE LINKED TO OR COPIED FROM ACROSS THE PUBLIC INTERNET AS WELL AS IN OTHER MEDIA.

FREE CONTENT IS PROVIDED ON A STRICTLY “AS IS", "AS AVAILABLE” AND "WITH ALL FAULTS" BASIS AND DISSOLVE [AND THE DISSOLVE COMMUNITY] EXPRESSLY DISCLAIM ANY AND ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS OF ANY KIND OR NATURE, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION, PERFORMANCE, MERCHANTABILITY, DURABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR WHICH MAY ARISE FROM A COURSE OF DEALING OR USE IN TRADE.

EXCEPT FOR ANY LIABILITY WHICH CANNOT BY LAW BE EXCLUDED OR LIMITED, IN NO EVENT SHALL DISSOLVE, [THE DISSOLVE COMMUNITY] OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, SUCCESSORS, ASSIGNS, DISTRIBUTORS AND AGENTS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, CONSEQUENTIAL OR OTHER SIMILAR DAMAGES, OR FOR ANY DAMAGES FOR LOSS OF PROFITS, INTERRUPTION, LOSS OF BUSINESS OR BUSINESS OPPORTUNITY, OR ANY OTHER SIMILAR LOSS IN CONNECTION WITH ANY CLAIM, LOSS, DAMAGE, ACTION, SUIT OR OTHER PROCEEDING ARISING UNDER OR OUT OF THIS AGREEMENT INCLUDING WITHOUT LIMITATION YOUR USE OF, RELIANCE UPON, ACCESS TO, OR EXPLOITATION OF THE FREE CONTENT OR ANY PART THEREOF, OR ANY RIGHTS GRANTED TO YOU HEREUNDER, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER THE ACTION IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR OTHERWISE.

IN EVERY EVENT, DISSOLVE'S [AND THE DISSOLVE COMMUNITY'S] TOTAL MAXIMUM AGGREGATE LIABILITY ARISING UNDER OR OUT OF THIS AGREEMENT INCLUDING WITHOUT LIMITATION YOUR USE OF, RELIANCE UPON, ACCESS TO, OR EXPLOITATION OF THE FREE CONTENT OR ANY PART THEREOF, OR ANY RIGHTS GRANTED TO YOU HEREUNDER SHALL BE LIMITED TO ONE ($1.00) DOLLAR.

THIS AGREEMENT DOES NOT INCLUDE ANY CONSIDERATION FOR DISSOLVE OR [THE DISSOLVE COMMUNITY[ TO ASSUME ANY RISKS BEYOND THOSE EXPRESSLY ASSUMED HEREIN AND IF ANY SUCH RISKS WERE TO BE ASSUMED BY DISSOLVE, DISSOLVE WOULD NOT HAVE ENTERED INTO THESE TERMS OF USE WITHOUT CHARGING SUBSTANTIALLY HIGHER FEES.

All licenses granted hereunder shall terminate, automatically and without notice, upon Your failure to promptly and fully comply with any provisions of this Agreement.

If you are residing in a jurisdiction that restricts the licensing of FREE CONTENT according to age, or which restricts the ability to enter into agreements such as set forth in this Agreement according to age and you are under such a jurisdiction and under such age limit, you may not enter into this Agreement or license any FREE CONTENT hereunder.

This Agreement is made under and shall be governed by and construed in accordance with the Province of Alberta, excluding any choice or conflict of law provision (whether of Alberta, Canada or any other jurisdiction) that would permit or cause the application of the laws of any other jurisdiction. The parties hereto irrevocably attorn to the exclusive jurisdiction of the courts of the Province of Alberta.

WHERE PERMITTED UNDER THE APPLICABLE LAW, WE EACH AGREE THAT EACH OF US WILL BRING CLAIMS AGAINST THE OTHER ONLY IN OUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION.UNLESS BOTH OF US AGREE, NO ARBITRATOR OR JUDGE MAY CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS OR OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING.

This Agreement constitutes the entire agreement between the parties with regard to the subject matter hereof and thereof. This Agreement supersedes all previous agreements, both oral and written, between or among the parties. If any provision of this Agreement is determined by a court to be invalid or unenforceable, such determination shall not affect any other provision of this Agreement, each of which shall be construed and enforced as if such invalid or unenforceable provision were not contained herein. Except as otherwise expressly provided herein, this Agreement may not be modified, amended, or in any way altered except by a written agreement signed by the parties hereto that states it is an amendment to this Agreement.

The words "hereof", "herein", "hereunder" and other words of similar import refer to this Agreement as a whole, including any attachments hereto, as the same may from time to time be amended or supplemented and not to any subdivision contained in this Agreement. The word "including" when used herein is not intended to be exclusive and in all cases means "including without limitation". Despite the possibility that one party or its representatives may have prepared the initial draft of this Agreement or any provision thereof or played a greater role in the preparation of subsequent drafts, the parties agree that neither of them shall be deemed the drafter of this Agreement and that, in construing this Agreement, no provision hereof shall be construed in favor of one party on the ground that such provision was drafted by the other.

The parties have requested that this Agreement and all documents relating thereto be drawn up in English. Les parties ont demand que cette convention ainsi que tous les documents qui s'y rattachent soient en anglais.