VORTEX MEDIA ROYALTY FREE LICENSE AGREEMENT

1) Parties and Definitions

The following Royalty Free License (the "Agreement") constitutes an agreement between you ("Licensee") and Vortex Media, operator of InstaBackgrounds.com (the "Site"). Licensee may not use visual, audio-visual, audio or any other content available for licensing from Vortex Media without agreeing to the terms of this Royalty Free License. If Licensee does not agree to the Vortex Media Terms of Use and Privacy Policy, or any other agreements that may be incorporated by reference therein, cease use of the Site and do not continue with any license purchase. Following the text of this Agreement, Licensee will be prompted to actively agree to the terms herein.

As used in this Agreement, "Licensed Content" refers to video, motion picture footage, music, sound effects, photographs, media project files and/or other audio, audio-visual, or visual works for which Licensee has paid license fees if such are required by Vortex Media, and for which the terms of this Agreement shall apply. "Work for Distribution" refers to any independently authored derivative work incorporating the Licensed Content created by or on behalf of Licensee under the terms of this Agreement. "Authorized User" refers to any individual who has been authorized by Licensee to access Licensed Content in the creation of Works for Distribution by or on behalf of Licensee under the terms of this Agreement.

2) Grant of License

In consideration of Licensee's acceptance of the terms of this Agreement and payment of license fee as required, Vortex Media grants Licensee a non-exclusive worldwide perpetual right to use, display, modify, publish and create Works for Distribution incorporating Licensed Content in any and all media an unlimited number of times. Beyond the initial license fee, Licensee need make no additional payments to Vortex Media for the use of Licensed Content, provided such use conforms to the terms of this Agreement, including but not limited to the Restrictions on Use in section 3. This Agreement is a license, not an agreement of sale. Licensee shall not acquire any copyright ownership or equivalent rights to any of the Licensed Content, and Vortex Media and its Licensed Content sources retain all right, title, and interest in and to all of the copyrights, trademarks, trade secrets, and all other proprietary rights in the Licensed Content. All rights in and to Licensed Content not expressly granted in this agreement are retained by Vortex Media or its suppliers, as the case may be.

3) Restrictions on Use

Licensed Content may not be used contrary to any restriction on use indicated herein or that Licensee is notified of prior to or at the time Licensed Content is delivered. Restrictions may be included in the information provided with the Licensed Content or by notice from Vortex Media. Any such restriction provided to Licensee shall be incorporated in this Agreement.

Licensed Content may not be resold, sublicensed, assigned, transferred or otherwise made available to third parties except as incorporated into Works for Distribution. Licensed Content may not be distributed to third parties as a standalone file or in a way that unreasonably permits the recipient to extract the Licensed Content for use separate and apart from the Work for Distribution. Licensee will make reasonable best efforts to safeguard against unauthorized third-party access to Licensed Content.

Licensee may not distribute the Licensed Content in any library or reusable template, electronic or otherwise, including but not limited to website templates, intended to allow reproduction by third parties on electronic or printed products. Licensee may not distribute Licensed Content in a manner meant to enable third parties to create derivative works incorporating Licensed Content. Licensee may not superficially modify the Licensed Content and sell it to others for consumption, reproduction or re-sale. For example, but without restriction, Licensee may not resell video content as a screensaver or desktop background, nor stock footage.

Licensee shall not use the Licensed Content in a manner that violates the law of any applicable jurisdiction.

Licensee shall not use the Licensed Content in a pornographic or defamatory manner, whether directly or in context or juxtaposition with other materials.

Vortex Media gives no representations or warranties whatsoever regarding the existence or sufficiency for a specific usage of any model or property releases associated with Licensed Content, and Vortex Media shall not be liable for damages resulting from use of any Licensed Content without sufficient releases. Vortex Media does not grant any right nor make any warranty with regard to the use of names, people, trademarks, trade dress, logos, registered, unregistered or copyrighted audio, designs or works of art or architecture depicted in any Licensed Content. Licensee acknowledges that some jurisdictions provide legal protection against a person's image, likeness or property being used for commercial purposes without their consent. Licensee shall be solely responsible for determining whether additional clearance or release is required in connection with any proposed use of Licensed Content. Vortex Media will make reasonable efforts to assist Licensee in obtaining copies of any releases previously obtained by the proprietors of such Licensed Content upon request by Licensee; however, there may be an additional fee for such assistance.

4) Warranties and Limitation of Liability

Vortex Media warrants that it has all necessary rights and authority to enter into and perform under this agreement.

VORTEX MEDIA MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE LICENSED CONTENT, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. VORTEX MEDIA AND ITS AFFILIATES OR CONTENT PROVIDERS OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, PARTNERS OR AGENTS SHALL NOT BE LIABLE TO LICENSEE OR ANY OTHER PERSON OR ENTITY FOR ANY GENERAL, PUNITIVE, SPECIAL, INDIRECT, EXEMPLARY, CONSEQUENTIAL OR INCIDENTAL DAMAGES, OR LOST PROFITS OR ANY OTHER DAMAGES, COSTS OR LOSSES OR PROCEEDING ARISING UNDER THIS AGREEMENT OR ARISING OUT OF LICENSEE'S USE OF THE LICENSED CONTENT OR OTHERWISE, EVEN IF VORTEX MEDIA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES, WHETHER THE ACTION IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR OTHERWISE.

Vortex Media operates the Site as a venue for the licensing of visual, audio, audiovisual and other content. Vortex Media acts solely as a service provider providing storage of materials on its systems or networks at the direction of Vortex Media's users.

Vortex Media has made reasonable efforts to ensure the correct labeling, categorization and keywording of the Licensed Content by its users; however, Vortex Media does not warrant the accuracy of such information.

Vortex Media's entire liability and Licensee's exclusive remedy with respect to Licensee's inability to use the Licensed Content as the result of material defects in the Licensed Content shall be limited so that (i) Licensee, upon request to Vortex Media, shall be permitted to download the Licensed Content again to obtain a replacement copy of the Licensed Content; or (ii) if Licensee continues to be unable to download the Licensed Content, Vortex Media will refund the fee actually paid by Licensee for such Licensed Content, provided Vortex Media determines, in its sole discretion, that Licensee is unable to download such Licensed Content successfully.

Vortex Media's liability shall not exceed the return of the amount of the purchase price paid by licensee. No action, regardless of form, arising out of the transactions under this Agreement may be brought by Licensee more than one year after the cause of the action has accrued.

5) Indemnification

Licensee assumes full responsibility for the use of the content. Licensee shall defend, indemnify and hold Vortex Media and its parent, subsidiaries and commonly owned or controlled affiliates and their respective officers, directors and employees harmless from all damages, liabilities and expenses, including but not limited to reasonable attorneys' fees and costs, arising out of or as a result of claims by third parties relating to Licensee's use of any Licensed Content outside the scope of this Agreement, Licensee's failure to obtain from third parties all permissions necessary to use the Licensed Content, or for any other breach by Licensee of this Agreement.

6) Term and Termination

The license contained in this Agreement will terminate automatically without notice from Vortex Media if Licensee fails to comply with any provision of this Agreement. Upon termination, Licensee must immediately: (i) stop using the Licensed Content; (ii) destroy or, upon the request of Vortex Media, return to Vortex Media the Licensed Content; and (iii) delete or remove the Licensed Content from Licensee's premises, computer systems and storage (electronic or physical).

In the event Vortex Media notifies Licensee that the Licensed Content is subject to a threatened or actual claim, or that Licensee's use may expose Vortex Media or Vortex Media users to any liability, Licensee will, on Vortex Media's request, promptly remove all affected Licensed Content from all physical and electronic storage media and take all reasonable steps to cease use of the affected Licensed Content and, where applicable, ensure its licensees do the same.

Licensee may terminate this Agreement by giving notice to Vortex Media and destroying the Licensed Content and any derivative works, along with any copies or archives of it or accompanying materials (if applicable), and ceasing to use the Licensed Content for any purpose.

7) Payment

All sales of Licensed Content are final and cannot be returned. Except for material defects, provided for in the Warranties and Limitation of Liability described above, there are no refunds on sales of Licensed Content. Prices, offers and products are subject to availability and may change.

Licensee is responsible for paying any and all applicable sales taxes, use taxes, value added taxes, customs and duties imposed by any jurisdiction as a result of the license granted or of the use of the Licensed Content, pursuant to this Agreement, in addition to the price paid to Vortex Media.

If the Licensed Content is music or a sound effect, then nothing herein shall be deemed a waiver of any performing rights fees. Licensee shall submit, and will instruct any third party acquiring rights to the Works for Distribution, to submit cue sheets to the relevant performing rights society and to Vortex Media.

8) Miscellaneous Provisions

Credit. In works incorporating the Licensed Content where crediting is customary, or where other such credits are provided, Vortex Media requests a credit line that reads "Stock footage provided by [Artist Name] / InstaBackgrounds.com"

The parties to this Agreement are independent contractors, and nothing in this Agreement shall create a joint venture, partnership, employment relationship, franchise relationship or taxable entity between the parties.

Upon reasonable notice, Vortex Media reserves the right to inspect any records relating to the use of any of the Licensed Content to ensure that the Licensed Content is being used in accordance with this Agreement. Upon Vortex Media's request therefore, Licensee shall provide a copy of all uses of the Licensed Content.

This Agreement embodies the parties' entire agreement and supersedes and cancels any prior agreement, express or implied, written or oral, with respect to its subject matter. No modification, deletion, amendment of any provision is binding unless in writing signed by each party's authorized representative.

No waiver of any default under this Agreement will apply to any subsequent default, whether of a similar nature or not, nor will any such waiver be construed as a waiver of any other provision of this Agreement. If any provision, or portion thereof, of this Agreement, or its application to any person or circumstance, shall be invalid, illegal or unenforceable to any extent, the remainder of this Agreement, such provision and their application shall not be affected thereby, but shall be interpreted without such unenforceable provision or portion thereof so as to give effect, insofar as is possible, to the original intent of the parties, and shall otherwise be enforceable to the fullest extent permitted by law. Whenever the singular number is used in this Agreement and when required by the context, the same shall include the plural and vice versa, and the neuter gender shall include the feminine and masculine genders and vice versa.

The headings in this Agreement are for convenience only and are in no way intended to describe, interpret, define or limit the scope, extent or intent of this Agreement or any of its provisions. This Agreement shall be construed in accordance with the laws of 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 parties hereby consent to the jurisdiction of the courts of the State of New York, County of New York and the Federal Courts located therein. All of the covenants, terms, provisions and agreements contained in this Agreement shall be binding upon, and inure to the benefit of, the parties hereto and, to the extent permitted by this Agreement, their respective heirs, legal representatives, successors and assigns. This Agreement may be assigned by either party to another party upon prior written notice so long as such party agrees to be bound by its terms. 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 to Vortex Media at: Vortex Media 5600 Post Road #114-335 East Greenwich, RI 02818.

9) Acknowledgement

By clicking "Accept" or otherwise signifying acceptance, Licensee accepts this Agreement either for itself or on behalf of its employer, principal or the entity that is identified as the Vortex Media member account holder, and agrees to be bound by its provisions. If Licensee is accepting on behalf of its employer, principal or the entity that is the Vortex Media member account holder, Licensee represents and warrants it has full legal authority to bind its employer, principal or such other entity.

Licensee represents that, if an individual, he or she is at least 18 years of age and has the full right and authority to enter into this Agreement. Licensee represents that information provided to Vortex Media is accurate and true, including, without limitation, all credit card or other payment information, and Licensee agrees to update such information as necessary.

Licensee acknowledges it has read this Agreement, understands it, and has had an opportunity to seek independent legal advice prior to agreeing to it. In consideration of Vortex Media agreeing to provide the content, Licensee agrees to be bound by the terms and conditions of this Agreement. Additionally, Licensee acknowledges and agrees that it has reviewed the Vortex Media Terms of Use and Privacy Policy and any other agreements which may be incorporated by reference therein, or to the extent of their incorporation in this Agreement, Licensee agrees to be bound by them.

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