Terms of Use
General Terms
  • introduction
  • agreement to terms
  • changes to terms of service
  • eligibility
  • definitions
  • nature of the service
  • accuracy of information
  • content
  • use of the website
  • registration or sign up
Sellers Terms of Service
  • becoming a seller
  • selling content licenses
  • content ownership and licensing agreement
  • information representation and restrictions
  • permissions and releases
  • editorial and commercial use
  • deleting source
  • changing tokens
  • communication with the buyer
  • proof of ownership
  • claims to and from buyers
  • legislation and tax
  • fees and revenues
Buyers Terms of Service
  • becoming a buyer
  • making payments
  • subscription plans
  • billing policies
  • proper use of content
  • single user and non-transferability
  • permissions
  • fees, prices and currencies
  • refunds
  • privacy
  • compliace
  • itellectual property
  • limitation of liability and no warranty
  • indemnity
  • disputes
  • termination
  • general
License Agreement
  • background
  • commercial license terms
  • permitted uses
  • limitations
  • prohibited uses
  • editorial license
  • responsibilities of parties
  • termination
  • indemnity
  • disputes
  • general
extended licence agreement
background
extended commercial license terms
  • the seller grants the licensee
  • only the licence is permitted
  • permitted uses
  • limitations
  • prohibited uses
  • editorial license
  • responsibilities of parties
  • termination
  • indemnity
  • disputes
  • general
downloads

TERMS OF USE

GENERAL TERMS

  1. Introduction
    1. We are Lobster IT Limited ("Lobster" ), a limited company incorporated in England with registered number 08510890 and registered address at 58-60 Fitzroy street, London, England.
    2. We operate the website located at lobster.media and ilobster.it its subdomains and associated social networking profiles (together the "Website"). We also operate the user content marketplace which is accessible via the Website. The Website enables content providers ("Sellers") to license their online content for use by others, and content buyers ("Buyers") to acquire a license to use online content provided by Sellers.
    3. Please read these Terms & Conditions (including the License Agreement), (together the "Terms") and our Privacy Policy carefully because they govern your use of the Website.
    4. To make these Terms easier to read, the Website and our services are collectively called the "Services."
    5. Despite the fact that our domain name is registered as a .media and .it URL, Lobster is a UK company and for the time being the .it web address is used solely for marketing purposes. The use of an .it or .media url does not affect your statutory rights.
  2. Agreement to Terms
    1. By using the Services, you agree to be bound by these Terms. If you do not agree to these Terms, you must not use the Services. If you are accessing and using the Services on behalf of a company (such as your employer) or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms. In such circumstances, "you" and "your" will refer to the relevant company or other legal entity.
  3. Changes to Terms of Service
    1. Lobster may at any time modify these Terms of Service. We will notify you of any changes to these Terms of Service either by emailing you (at the email address notified by you to us on the Website) or by posting a notice on the Website.
    2. By continuing to use the Services and/or the Website after changes to these Terms of Service are made and notified to you, you agree to be bound by such changes.
    3. You can review the most current version of our Terms of Service at any time by clicking on the "Terms of Service" link located at the bottom of the Website. The most current version displayed on that page will supersede all previous versions.
    4. By using the Website, you represent and warrant that all registration information provided by you is truthful, accurate and complete and you undertake and agree to keep such information up-to-date and current.
  4. Eligibility
    1. Subject to clause 4.2, the Services are available only to, and may only be used by, individuals who are 18 years and older who can form legally binding contracts under English law. By using the Services, you represent and warrant that you are at least 18 years old. Lobster may, in its sole discretion, refuse to offer access to or use of the Services to any person or entity and change its eligibility criteria at any time.
    2. Individuals under the age of 18 must at all times use the Services only in conjunction with and under the supervision of a parent or legal guardian who is at least 18 years of age. In such a case, the adult is the user and is responsible for any and all activities undertaken by the minor.
    3. Due to current limitations, the Website and Services are not bound to be available and cannot be fully used from the following countries:
      Angola, Anguilla, Armenia, Aruba, Azerbaijan Republic, Benin, Bhutan, Bolivia, Brunei, Burkina Faso, Burundi, Cambodia, Cape Verde, Chad, Comoros, Cook Islands, Democratic Republic of the Congo, Djibouti, Egypt, Eritrea, Ethiopia, Falkland Islands, Gabon Republic, Gambia, Georgia, Guinea, Guinea Bissau, Guyana, Kazakhstan, Kiribati, Kyrgyzstan, Laos, Madagascar, Maldives, Mali, Marshall Islands, Mauritania, Mauritius, Mayotte, Micronesia, Mongolia, Montserrat, Namibia, Nauru, Nepal, Netherlands Antilles, Nicaragua, Niger, Niue, Norfolk Island, Papua New Guinea, Pitcairn Islands, Republic of the Congo, Rwanda, Saint Pierre and Miquelon, Saint Vincent and Grenadines, Samoa, São Tomé and Príncipe, Senegal, Serbia, Sierra Leone, Solomon Islands, Somalia, Sri Lanka, St. Helena, Suriname, Svalbard and Jan Mayen Islands, Swaziland, Tajikistan, Tanzania, Togo, Tonga, Tunisia, Turkmenistan, Tuvalu, Uganda, Ukraine, Vanuatu, Vatican City State, Virgin Islands (British), Wallis and Futuna Islands, Yemen and Zambia. Limited availability may be provided at the Website’s sole discretion. In particular, the users in these countries may be able to license content and to sell content on the Website but will be limited in the standard ways of withdrawing payment, due to payment system’s limitation and it is their responsibility to arrange other means or third parties assistance for withdrawing the payment.
    4. You may not allowed to use Lobster from the countries listed in paragraph 4.3, if you are a resident of one of these countries and/or if you use a bank account in one of these countries. This restriction is related to the current limitations of our payment processing partner (PayPal), which will not allow its users to receive payments originating in these countries or to or from bank accounts in these countries. While we are looking to expand the scope of payment providers, it is the current restriction by our provider. We use software which will block access to the Website if you are located in any of these countries. If you breach any restriction in this clause 4.4 you do so at your sole discretion and responsibility, and you may not hold Lobster responsible for any loss or adverse consequences resulting from such use.
    5. In particular, if you attempt to sell Content licenses using the Lobster Website to other Users and such Content licenses are purchased, if as a consequence of being located or resident in one of the countries listed above, you are not able to receive the payment for such Content licenses, notwithstanding that you have not received payment the purchase will be considered completed and the rights to use your Content will be granted to the Buyer under the License Agreement.
    6. You will not be permitted to revoke access to your Content once purchase of a license to use your Content has been initiated regardless of whether you are able to receive payment.
    7. In such circumstances, or in any circumstances where your PayPal account is unable to receive a payment, PayPal and/or Lobster may in its sole and absolute discretion do with the payment for your Content license as it sees fit including without limitation returning the payment to the Buyer’s account or donating it to a charity. The fee due to Lobster and PayPal fees shall not be reimbursable in any circumstances. Lobster will attempt to notify you at its sole discretion, however, it does not guarantee any communication and it is the Seller’s responsibility to provide an updated account.
    8. Lobster is working constantly to expand its geography and payment methods and we aim to cover all countries in the near future. If you believe that your case is an exception (e.g. you are a UK resident Seller travelling in Ukraine) and that we need to grant you a worldwide access to the Website, please contact us at: support@lobster.mediaand we will review your case. Please note that we will need to have a proof of your residence and/or your ability to receive payments through PayPal in order to review your case.
  5. Definitions
    • #ilobsterit— a specialized service tag that constitutes one of the methods used by Lobster to mark Content which the User wants to be streamed via Source Platform API to the Website to be made available for immediate sale (licensing). By registering with Lobster, accepting these Terms and connecting a Token to his Account the User accepts that using #ilobsterit tag will initiate the Content streaming for licensing via the Website. If you do not agree with this or do not want your Content to be licensed to other users via the Website upon adding this tag, please do not register with the Website; Lobster may amend and change the list of servie tags according to its marketing policies;
    • Account— an account held by a User with the Website;
    • API— an endpoint allowing Lobster to integrate into third party web platforms, such as website constructors and design tools, and display Lobster Users’ content for sale to other users of the API Partner; detailed terms of our API integrations are available in the API documentation upon request
    • API Partner— Third party web platform to which Lobster connects by means of an API integration
    • API Sales— License sales through an API integration at specific (restricted) terms and pricing model; All users opt in for the API Sales model by signing up at Lobster, unless they indicate otherwise in written
    • Buyer— a User that purchases from a Seller a license to use the Seller’s Content via the Website;
    • Content— any User created photos, videos, texts, sounds and other intellectual property. For the purpose of these Terms, Content includes any user created photos, videos, texts, sounds and other intellectual property placed by a contributor, either for display on the Source platform (and thus publicly viewable on Lobster), or for immediate licensing availability on Lobster (by signing up, adding a Token and marking the content for sale);
    • License Agreement— the agreement between the Seller and the Licensee (or Buyer acting on behalf of the Licensee) as attached here as Appendix 1;
    • Licensee— Licensee means the person or entity purchasing a license hereunder including the Licensee’s officers, directors, agents, representatives and employees (the Buyer), unless the Buyer acts on behalf of a third party Licensee, in which case the Licensee is the person or entity designated as Licensee on the License/ during the purchasing process;
    • Licensed Content— the Content for which a license has been sold via the Website;
    • Lobster , Service, Website — the company, the website located at www.lobster.mediaor www.ilobster.itbelonging to Lobster IT Limited, its pages and subdomains, and services provided through the Website
    • Profile— a User’s profile that can be reached by clicking on the User’s name or e-mail in the top right corner of the Website, where the User can add and change personal information, name to be put on license and add, change or remove Tokens and payment accounts (e.g. PayPal e-mail);
    • Registered user— a User that has performed a registration through the Website form or with a third party SNS account in accordance with these terms and Website functionality;
    • Seller— a Registered user that has added at least one Token (connected a social content account) to his Profile, thus explicitly expressing his/her consent to license his/her Content marked with a checkbox, or ‘Sell All’ on Lobster or with #ilobsterit tag through the Source platform;
    • Source, Content Source, Source platform— The Internet sites providing services of sharing social or privately held content, from which Lobster sources Users’ content via API (or other methods of integration) to display Content on behalf of the Sellers for licensing it to the Buyers through the Website, with the Seller’s explicit content in the form of a combination of 1) registering at Lobster; 2) connecting the respective Token (account in the Source platform).
    • Token— a source social media account supported by Lobster, connecting (logging in) with which enables Lobster to fetch User’s content from the source platform and display it for sale
  6. Nature of the Service
    1. The Website is an online venue to allow users who comply with Lobster's policies to display, offer, sell, find and buy licenses for certain digital goods (the “Content”) within a fixed-price and dynamic price format, as well as download the digital goods and receive licenses based on subscriptions and packages and via an API.
    2. Lobster is not directly involved in the transaction between Buyers and Sellers and is not a party to any contract between them. As a result, Lobster has no control over the quality, safety, morality or legality of any aspect of the Content listed, the truth or accuracy of any listing, the ability or title of any Seller to sell any item or the ability of any Buyer to pay for any item. Lobster does not pre-screen Users or the Content or information provided by Users. Lobster cannot ensure that a Buyer or Seller will actually complete a transaction. Even though we attempt to help eliminate questionable or copyright infringing content and users, this does not constitute a default part of our services and we can not be held accountable for any discrepancies.
    3. Lobster cannot guarantee the true identity, age, and nationality of a User. Lobster encourages you to communicate directly with potential transaction partners in case of questions, except for specific projects and cases, where such identification is agreed with the Buyer and constitutes part of the special service provided at an additional cost.
    4. You acknowledge and agree that Lobster is a venue and as such is not responsible or liable for any Content, including without limitation data, text, information, usernames, graphics, images, photographs, profiles, audio, video, items, and links posted by you, other Users, or outside parties on the Website. You use the Services at your own risk.
  7. Accuracy of Information
    1. Lobster updates the information on the Website regularly. However, Lobster cannot guarantee or accept any responsibility or liability for the accuracy, currency or completeness of the information on the Website. Lobster may revise, supplement or delete information, services and/or the resources contained in the Website and reserves the right to make such changes without prior notification to past, current or prospective Users.
  8. Content
    1. Lobster does not claim ownership rights in your Content.
    2. You grant Lobster a limited license solely to enable Lobster to use any information or Content with which you supply Lobster solely for the purposes of performing the Services.
    3. You grant Lobster a non-exclusive (except when specifically agreed otherwise), worldwide, perpetual, irrevocable, royalty-free, sub licensable (through multiple tiers) right to exercise the copyright, publicity, and database rights (but no other rights) you have in the Content, in any media now known or not currently known, with respect to your Content.
    4. You agree to allow Lobster to store or re-format your Content on the Website and to display your Content on the Website in any way that Lobster sees necessary to perform the services and in accordance with these terms and/or the terms of use of API of our partners. Lobster will only use personal information in accordance with Lobster's Privacy Policy.
    5. Lobster does not control the Content provided by Users. Lobster is not liable for any loss, harm or upset directly or indirectly caused by any Content.
    6. There may be risks dealing with international trade and foreign nationals. By using the Services, you agree to accept such risks and that Lobster (and Lobster's officers, directors, agents, subsidiaries, joint ventures and employees) is not responsible for any and all acts or omissions of Users on Lobster. Please use caution, common sense, and practice safe buying and selling when using the Services.
    7. Lobster sources User Content available for immediate licensing from social media platforms and third party apps (together the “Sources”) via API or other means of technical integration. This is agreed to and explicitly confirmed by Users when signing up on Lobster. Any such Content should follow the Sources rules and limitations (including their content policies). Users are encouraged to get familiar with the terms and policies of the respective Source before using either the Source or Lobster.
    8. Lobster operates a public search through all public accounts’ content available via respective Sources with a possibility to request the author to license the content (‘opt in to Lobster’). Lobster accesses and displays content for its ‘find and request’ functionality without user consent, to the extent that API access to public content and, in general, public viewing of any publicly posted content constitutes part of the services the Sources provide to their users. Lobster does not source private content (from private accounts) without prior user (contributor, Seller) consent. Lobster does not enable buying a license for content without prior user (contributor, Seller) consent and/or ‘opt in’. Any user can opt out from being requested to license their content through Lobster in the future, provided this is done in written form.
    9. When a Buyer on Lobster is interested in buying a license for content item that does not constitute part of the immediately available (opted in) content from its Sellers, Lobster will request the respective contributor to ‘opt in’ or ‘opt out’ to license the content requested, prior to enabling such transaction. Lobster will communicate the request through any available public (Twitter, Instagram, Facebook, LinkedIn and other) or private (e-mail) channel that we are able to find in the open access or within our database. Lobster may comment on the contributor’s posts for the purpose of requesting a license on behalf of a Buyer.
    10. Lobster may use its Users’ content for the purpose of marketing, communications, sharing and featuring it on the blog and in featured galleries on the Website. Whenever Lobster needs to use the content without a watermark and in an original size (that is, except showcasing content on our website to improve purchases), we will buy a license for the specific content; otherwise sharing with a watermark or link to a gallery / post will be executed.
    11. Lobster does not guarantee the compliance of any User Content with the Source terms and rules. It is the User’s own responsibility to ensure that the Content follows Source terms and rules prior to posting, selling or purchasing such Content.
  9. Use of the Website
    1. The Website and all content displayed thereon are intended for customers of Lobster. You may not use the Website or the Content for any purpose not related to your business with Lobster.
    2. You are specifically prohibited from:
      1. downloading, copying, or re-transmitting any or all of the Website or the Content without, or in violation of, a written license or agreement with Lobster;
      2. using any data mining, robots or similar data gathering or extraction methods;
      3. manipulating or otherwise displaying the Website or the Content by using framing or similar navigational technology;
      4. registering, subscribing, unsubscribing, or attempting to register, subscribe, or unsubscribe any party for any Lobster product or service if you are not expressly authorized by such party to do so; and
      5. using the Website or the Content other than for its intended purpose.
    3. By signing up with, browsing, downloading and/or using the Website and/or the Services, you agree not to:
      1. upload, post, e-mail or otherwise send or transmit any material that contains viruses, Trojan horses, worms or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment associated with the Services or the Website;
      2. interfere with the servers or networks connected to the Website or to violate any of the procedures, policies or regulations of networks connected to the Website, including these Terms of Service;
      3. attempt to reverse engineer or sell, export, license, modify, copy, distribute or transmit the Website to any third party, or jeopardize the correct functioning of the Website, or otherwise attempt to derive the source code of the software (including the tools, methods, processes and infrastructure) that enables or underlies the Website;
      4. attempt to gain access to secured portions of the Website to which you do not possess access rights;
      5. impersonate any other person while using the Services or Website (though your are permitted to use an alias in order to access the Website on condition that you provide your correct name and details when subscribing and/or paying for any chargeable Service on the Website;
      6. conduct yourself in a vulgar, offensive, harassing or objectionable manner while using the Website;
      7. resell or export the software or content associated with the Website;
      8. use the Website to generate unsolicited advertisements or spam;
      9. use any automatic or manual process to search or harvest information from the Website, or to interfere in any way with the proper functioning of the Website;
      10. post, upload, publish, submit or transmit any Content that: (i) infringes, misappropriates or violates a third party's patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) promotes illegal or harmful activities or substances;
      11. use, display, mirror or frame the Website, or any individual element within the Website or Services, Lobster's name, any Lobster trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Lobster's express written consent;
      12. attempt to probe, scan, or test the vulnerability of any Lobster system or network or breach any security or authentication measures;
      13. avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Lobster or any of Lobster's providers or any other third party (including another user) to protect the Website, Services or Content;
      14. attempt to access or search the Website, Services or Content or download Content from the Website or Services through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Lobster or other generally available third party web browsers;
      15. send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;
      16. use any meta tags or other hidden text or metadata utilizing a Lobster trademark, logo URL or product name without Lobster's express written consent;
      17. forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Website, Services or Content to send altered, deceptive or false source-identifying information;
      18. collect or store any personally identifiable information from the Website or Services from other users of the Website or Services without their express permission;
      19. violate any applicable law or regulation (or do any thing by which Lobster could be deemed to violate any applicable law or regulation); or
      20. encourage or enable any other individual to do any of the foregoing.
  10. Registration or Sign Up
    1. Registration (identical to ‘Sign Up’) is required to use the Services and the Website in full. You can register via the Website or through your Account with certain third-party social networking services such as Facebook (each an"SNS Account").If you choose the SNS Account option we will create your Account by extracting from your SNS Account certain personal information such as your name and email address (and such other personal information that your privacy settings on the SNS Account permit us to access). Registration via the Website can be performed by adding an e-mail and password. The User is then required to activate their Account via a link sent in a confirmation e-mail. After registration the User can log in into his account with his e-mail and password. Lobster does not guarantee that the services will be available in full while the Account is not confirmed; at the same time Lobster may provide part of the services at its discretion even when the e-mail is yet to be confirmed. It is the user’s responsibility to confirm an e-mail in order to receive important correspondence, including information about their licenses and payments.
    2. A User who has logged in to the Website can browse the Website and view the Marketplace, Blog, Sell Content, Account, Portfolio and Profile sections of the Website.
    3. By registering and/or logging in to the Website, a User accepts these Terms. In particular the User acknowledges and agrees that by a combination of:
      1. registering/logging in;
      2. adding a Token; and ONE of the following:
      3. using #ilobsterit tag on Content posted at Sources,
      4. selecting the content for sales in their Profile section (‘My Content’) with a checkbox for a specific photos,
      5. enabling or keeping enabled the ‘Sell All’ checkbox in their Profile section (‘My Content’)
    4. he or she allows other Users to buy Licenses for his Content in accordance with these Terms and empowers Lobster to perform its full services with respect to the Content involved, including licensing and storage.
    5. ‘Sell All’ checkbox may be enabled automatically upon sign up and it is the user’s sole responsibility to uncheck it (turn off) if they wish so.
    6. For the users’ convenience ‘Sell All’ works for all past and future content added to the account (token) within the Source. It is the user’s sole responsibility to monitor which of their content gets posted on the Source when and while ‘Sell All’ button is enabled.
    7. For the users’ convenience one of the above actions in p 3. is deemed enough to express the users’ consent to license (sell) the respective content.
    8. The hashtag in 3.1 may only be removed from within the Source or by removing the Source and can not be unchecked within Lobster due to API limitations.
    9. It is important that you provide Lobster with accurate, complete and up-to-date information for your Account. By registering with the Website you agree to update such information to keep it accurate, complete and up-to-date. If you do not keep your information up-to-date, Lobster may have to suspend or terminate your Account. You agree that you won't disclose your Account password to anyone and you undertake to notify us immediately of any unauthorized use of your Account. You are responsible for all activities that occur under your Account, whether or not you know about them.

SELLERS TERMS OF SERVICE

  1. Becoming a Seller & Adding Tokens
    1. In order to use the Services as a Seller, a User needs to add a respective Token (Source Account) to his Profile, by clicking Edit and logging in to his Account at the Source platform.
    2. The User needs to add a payment account, in particular the widely available PayPal account, which is a registered PayPal e-mail, at the moment of adding at least one Token. If a User does not add an existing PayPal account, the same e-mail as in registration will be automatically used to send payments for any Licensed Content. It is the User’s sole responsibility to ensure that he is able to use the relevant e-mail to receive payments and Lobster shall not be liable in the event that any payments are not received. Payment process and User responsibilities are described in the Payments section of these Terms.
    3. The Seller can only add a Token to his own account. The same Token cannot be added to multiple Accounts.
  2. Selling Content Licenses
    1. The Seller, who must be the original owner & author of the Content, sells a Content license directly to a Buyer via the Website.
    2. In accordance with p.10 above, to place the Content available for licensing by a Buyer, the Seller must do one of the following:
      1. use #ilobsterit for all his Content that is available for licensing via the Website. The Content is then automatically streamed to the Website and displayed to potential Buyers in search results.
      2. selecting the content for sales in their Profile section (‘My Content’) with a checkbox for specific photos
      3. enabling or keeping enabled the ‘Sell All’ checkbox in their Profile section (‘My Content’)
    3. Only the Seller can tag his Content with #ilobsterit, either in original posts, or in comments (Instagram) or via Add tags function (Flickr). Tags in comments by third parties will be disregarded and Content will not be streamed via the Website.
    4. By using #ilobsterit hash tag on his Content posted on Sources, or enabling the Content sales as per 1.2 or 1.3 above otherwise, the Seller confirms and guarantees that:
      1. he or she has in his/her sole, absolute and unfettered discretion chosen to license his Content to Buyers via the Website, accepted these Terms, the rules of sales, fees, privacy and licensing policies of Lobster;
      2. he or she understands that the license & rights to use his or her Content can be purchased by any registered User of the Website until the Content is removed and that this right cannot be revoked by the Seller after or during the purchasing process has started, except where the Seller can physically prove that the Buyer has infringed the licensing rules or intends to do so;
      3. there are no restrictions preventing the Seller from licensing the Content (including without limitation any applications of laws or regulations, or third party Terms of use); and
      4. He or she has not concluded, on paper, electronically or on any other medium, any exclusive licensing agreement or other contract, preventing him or her from licensing the Content via the Website.
    5. The Seller confirms his or her consent to the display of their PayPal and account name to any Buyer who initiates a license purchase in respect of the Seller’s Content
  3. Content ownership & Licensing agreement
    1. The Seller guarantees that he or she is the sole owner of the Content. The Seller undertakes to license the Content to any Buyer in accordance with the terms of the Licensing Agreement.
  4. Information representation & Restrictions
    1. The Seller undertakes to present only true information about the Content, including the date, location and people represented, and use only relevant tags, hashtags, descriptions, geographic coordinate, dates reflecting the true nature, location and subject of the Content. The Seller may not use fake, irrelevant tags and other metadata e.g. with the purpose of maximizing Content appearance in the search results at the Website.
    2. The Content should not contain any images restricted by Lobster, the Source or applicable laws.
    3. The Content should respect all applicable copyright laws and intellectual property laws, and should not violate those in any way. In particular:
      1. Content must NOT include any brand names, logos, registered designs or trademarks (including without limitation where you have recreated the logo, photographed it, or altered it) except where the owner of the respective brand has given written permission for the Content to be used or has otherwise instructed in writing the Seller to make the branded Content available. For example, a Seller cannot use a photo of a watch if the brand name of the watch is legible without the permission of the brand; Lobster will attempt to exclude such content and/or show it only to the brand owner with the help of image recognition, however, we can not guarantee or police the content to guarantee the exclusion of such content and any infringement is the user’s legal responsibility
      2. the Content item must NOT be based on any other Content item, unless allowed by the licensing agreement of the base (re-created) Content item;
      3. the Seller must NOT upload items that have been decompiled or otherwise reconstructed from another item, unless allowed by the licensing agreement of the base Content item;
      4. the content must NOT include an item that uses free or purchased components from any other source UNLESS a User has a license to do so;
      5. the content must NOT use government or military property – for example you cannot submit an item that contains a presidential seal or military insignia;
      6. the Seller must NOT use photos, videos or sounds in your files UNLESS he has an explicit license and permission to resell them. – The only photographs/videos/sounds allowed in files are those that are:
        1. created by the Seller; or
        2. purchased or acquired under an appropriate license that allows use in an item for sale.
  5. Permissions and releases
    1. The Seller represents and warrants that he or she has obtained all relevant permissions to license any Content, including but not limited to execution of any Model Release and/or Property Release.
    2. A Model Release is a legal release signed by each person represented in a photograph or video granting permission to use or publish the photograph or video using such person (or persons). A sample model release form may be found attached hereto as Appendix 2 and Users of the Website should use a similar form for their projects. This is the form referred to herein as a "Model Release". This release is intended for use by models over the age of 18. For the purpose of simplicity and streamlining the Model Release process Lobster has adopted an electronic process relying on Facebook login as a means to sign a Model Release.
    3. To use the electronic Model Release, a Seller can send the dedicated model release link to the known people in the photo and request them for a permission (Model Release). This may be done via Facebook, E-mail or by copying the link. By sending the Model Release link to respective people, the Seller confirms that to the best of his/her knowledge the addresses for such requests are identical to the people in the photo.
    4. By signing a Model Release via Facebook login the Model (person in the photo) confirms that this is their true identity and that they grant the Seller a permission to license the image featuring their recognisable person both editorially and commercially. By signing in with Facebook to confirm a model release, the Model becomes Lobster User and gets the full access to the site’s User functionality and can receive notifications from Lobster and information about its services. Electronic Model Release grants the same permissions to the Buyer as per the text of a PDF Model Release herein.
    5. An image with a Model Release signed, either in PDF/paper or via Facebook, receive the right to be licensed commercially by the Buyer and is assigned a price premium on this basis.
    6. A Minor Model Release (an example of which is attached hereto as Appendix 2) should be used for models under the age of 18. It contains language referring to the model (who is a minor) in the third-person, and requires signature by a parent or other legal guardian of the model. A release which is not signed by a parent or guardian affords no legal protection to the publisher. No image or video should be uploaded to the Website showing a minor model in a state of undress.
    7. A Property Release is a legal release signed by the owner of property used in a photograph or video granting permission to use or publish the photograph or video in one form or another. A sample property release form is attached hereto as Appendix 2 and Users of the Website should use a similar form for their projects.
    8. If you are including the depiction of recognizable private property on video, photograph, or a traced illustration, you will need a signed location release from the property owner.
    9. Users do not need a release for public property, such as government buildings (although you may run into problems just from photographing/videoing them, for security reasons!). For images of private property — and particularly of objects that are closely identified with specific people — photographers are urged to secure a release. Most animals in zoos are the property of the zoo and usually cannot be used for commercial purposes without the consent of the zoo.
    10. In case paper forms are not available and Facebook Model Release can not be used for some reason, a User may additionally consider using an electronic release App to obtain the releases, such as:
      http://www.themodelreleaseapp.com/
      https://itunes.apple.com/us/app/easy-release-model-release/id360835268?mt=8
      https://play.google.com/store/apps/details?id=com.applicationgap.easyrelease&hl=en
    11. Lobster does not provide any advice in relation to the validity and appropriateness of any release and shall not be liable in respect of any claim or loss suffered by reliance on any information in this section (or on the forms of release attached hereto).
    12. Lobster is not responsible for checking or obtaining model releases and can not be held accountable for their availability and/or true or false tagging by the author; Lobster may as per agreement with the buyer provide additional services for sourcing Model Releases, Property Releases, Identity and Other verifications as an additional service
    13. However, Lobster may undertake, with the use of its technology, an attempt to identify recognisable people faces in the image. In the case of identifiable faces (or logos, or landmarks in the photo) Lobster may, at its own discretion, do one of the following:
      • Remove such content from the search results of the marketplace automatically, permanently or until resolved with the author
      • Flag content as ‘Editorial license only’ and request the author to provide the model release or permission to use trademarks or landmarks featured in the Content, withholding its ability to be licensed under a Commercial, Extended or Exclusive license until such permissions are obtained
      • Initiate an e-mail request for a formal Model Release to the Seller, providing information on the PDF and Facebook Electronic Model Releases process
      • Initiate contact with the person(s) in the photo through their public profiles (Facebook, Instagram and such) to request them for a model release and relevant permissions
    14. If the Content item features a recognisable image of the author and/ or his children or dependents (for whom he or she has the right to otherwise provide a Minor Release), they are considered as having granted a respective Model Release and/or a Minor Release(s) automatically. That is, any such photos are subject to an Auto-Model Release by the author regarding the author’s own photos or those of his minors. This includes ‘selfies’ as well as any portraits taken by other people on behalf of the author or with the help of a camera timer remotely.
  6. Editorial and commercial use
    1. Any likeness or depiction in the image placed on sale via the Website, containing an easily recognized person or prominent, trade-mark protected property must have attached to it the correct forms prior to being uploaded to the Website or immediately upon such request and before any commercial licensing can occur.
    2. By accepting these Terms a Seller agrees to provide all necessary information about any Model Release and Property Release in respect of Content and /or copies of such documents for the Buyer’s records upon the Buyer’s request. For Electronic Model Release via Facebook login, Lobster stores such data, however, it is the Seller’s responsibility to ensure that the requests has been sent to and signed by the correct people identical to the people in the image.
    3. A Seller further agrees that, unless he has obtained a Model Release and/or Property Release where he is required by the Buyer according to applicable laws and the use cases described in these Terms, the Seller is deemed to be licensing the relevant Content under an Editorial license only. If the Seller has obtained, stores and is able to provide the evidence of all Model Releases and Property Releases, or if these are not required according to applicable laws and the use cases described in these Terms (e.g. there are no models and private property in the Content), the Seller may license the Content to the Buyer under a Commercial use license.
    4. The Seller is encouraged to tag his Content with the respective tags: #editorialuse (meaning the Content can be used for Editorial use and that any required Model Release and/or Property Release has not been obtained); #modelrelease (meaning that all necessary Model Releases have been obtained by the Seller and may be provided to Buyers upon request); #propertyrelease (meaning all necessary Property Releases have been obtained by the Seller and may be provided to Buyers upon request).
    5. Lobster does not collect any Model Releases or Property Releases and Lobster does not provide any warranty or confirmation that a Seller has obtained any required Model Releases and Property Releases.
    6. Lobster may, upon request, help the Buyer solicit the Model release verifications from the Seller or their models at an additional cost.
    7. Lobster does not otherwise, as per general service terms, bear any responsibility for the content in question having a model or property release and any damages caused to either of the parties. However, Lobster may at its own discretion undertake to differentiate, eliminate, flag or mark content in question and request authors and models for a release confirmation. Lobster also provides an opportunity to complain for unsolicited Model permission through its ‘complain’ button.
    8. For any Content, which may require Model Release or Property Release under applicable law or by these Terms, and for which he is not sure a copy of Model Release and/or Property Release has been obtained and/or verified, a Buyer should consider only using the content under editorial license / editorial use only. This does not concern any Content that does not contain property or people and, therefore, will not require Model or Property release for commercial use. It is the Buyer’s responsibility to make sure he/she is in accordance with the legislation when using the Content and to prevent any damages, coordinate with the Seller or make the Seller liable for any damages that may occur otherwise, holding Lobster completely with no liability for any such events, damages or loss, unless a specific verification service has been purchased.
    9. For the purposes of these Terms, the following terms shall have the following meanings:
      • Commercial Use:any media in relation to which money exchanges hands. Money could be paid for the subject of the photograph/footage/media or the media itself. Wholesale, retail, and professional uses of photography would fall under this definition. The commercial photographic world could include: advertising photography - photographs made to illustrate and usually sell a service or product.
      • Editorial Use:when an image is used in conjunction with, and to illustrate, a news related story or any non-commercial text demanding imagery. Examples include magazines, newspapers, features and books. When deciding on the editorial use of the content and considering privacy laws, a User should ask the following questions:
        1. does there exist "a reasonable expectation that one could be photographed by the general public without the person's knowledge"?
        2. is there ‘newsworthiness’ of the subject? Editorial use of a photograph is found in a newsworthy item. Courts traditionally have defined public interest or newsworthiness in liberal and far reaching terms. It is not limited to dissemination of news in the sense of current events, but extends far beyond that to include all types of factual, educational and historical data, or even entertainment and amusement, concerning interesting phases of human activity in general.
        3. what is the relationship between the photographer and the subject? The special relationship between the photographer and the person that hired him has been upheld in court cases, especially those involving weddings.
        4. how much "orchestration" was necessary in order to capture the photo? The idea is that the more involved the photographer and subject are in coordinating how photos are taken, the more "invasive" the photographer is on the privacy rights of the subject. If the subject is directed in a controlled situation, he is no longer acting on his own accord. He is doing what he is told to do. As a result photos of him may not necessarily be representative of him. Even if he is agreeing to be photographed, he still maintains some rights of privacy.
  7. Deleting source content or #ilobsterit tag, unchecking the content for sales from Lobster
    1. When a Seller deletes certain Content from the Sources he has connected with a Token within his Lobster profile, such Content will no longer be available for purchasing a license via the Website and Content will stop appearing in the licensable search results on the Website. Lobster does not guarantee that such Content will be removed immediately. License purchasing processes, already initiated at the moment of the deletion of the Content, may be completed by any Buyer. Due to technical limitations, at least one new license purchase may be allowed before Lobster is able to completely stop licensing such Content on the Website.
    2. When a Seller deletes #ilobsterit tag from any Content that has previously been tagged with #ilobsterit in the Source, a license for this Content will no longer be available for purchasing via the Website and the Content will stop appearing in the search results on Lobster. Lobster does not guarantee that the Content will be removed immediately. License purchasing processes, already initiated at the moment of the #ilobsterit tag removal, may be completed by any Buyer. Due to technical limitations, at least one new purchase WILL be allowed before Lobster is able to completely stop licensing such Content on the Website. A Seller can restore such Content to the Website by adding #ilobsterit tag again.
    3. The Seller can also uncheck the Content from their Profile section (My Content) or uncheck the Sell All checkbox in the respective section, whenever this is the way the content has been placed on sale. Lobster does not guarantee that the Content will be removed immediately. License purchasing processes, already initiated at the moment of the content removal, may be completed by any Buyer. Due to technical limitations, at least one new purchase may be allowed before Lobster is able to completely stop licensing such Content on the Website. A Seller can restore such Content to the Website by checking the respective checkbox or Sell All checkbox.
    4. Sell All checkbox may be automatically turned on during the sign up process and it is the user’s own responsibility to control and monitor what content is placed and removed from sale with the Sell All and individual checkboxes. #ilobsterit hashtag and their combination.
    5. Content that has already been licensed via the Website will remain licensed to the Buyer under the License Agreement. In order to provide a Buyer with the Buyer Gallery and Delayed Download services, the Content will also be saved in Lobster’s database for an indefinite period of time and displayed to any Buyer who has obtained a license for it in such Buyer’s Gallery. The Content will not be used by Lobster for any other purposes other than to provide the Services to any Buyer who has previously purchased a license for the Content via the Website. The Seller acknowledges and agrees by accepting these Terms that a copy of licensed Content will be stored on the Website together with its metadata, including username, tags at the moment of purchase, date and place associated with the Content. The Seller confirms that this measure, required for the Service provision, does not in any way violate or contradict his privacy rights and the Privacy Policy.
  8. Changing Tokens, revoking access & terminating the sales
    1. When a User deletes a Token or changes a Token to a new one through his Profile on the Website, all Content associated with this Token will be removed from the Website and will no longer appear in Lobster search results for licensing to potential Buyers. Lobster does not guarantee that the Content will be removed immediately. License purchasing processes, already initiated at the moment of the Token removal or change, may be completed by any Buyer. To restore Content to the Website a User should add the Token to his profile again, provided that #ilobsterit tag has been kept for this Content in the Source, or otherwise check the respective checkbox or Sell All checkbox in My Content section of the Profile.
    2. When a User revokes access for Lobster App (removes Token) through his profile settings in the Source, all Content associated with this Token will be removed from the Website and will no longer appear in Lobster search results for licensing to potential Buyers. Lobster does not guarantee that the Content will be removed immediately. License purchasing processes, already initiated at the moment of the Token removal or change, may be completed by any Buyer. When a Token is removed by means of revoking access externally, at least one new license purchase for every piece of Content WILL be completed before Lobster is able to completely stop streaming the Content for licensing on the Website. To restore Content for licensing via the Website a User should add the Token to his Profile, re-granting Lobster App access to his Profile in the Source; provided that #ilobsterit tag has been kept for this Content in the Source, or otherwise check the respective checkbox again or Sell All checkbox in My Content section of the Profile.
  9. Communication with the Buyer
    1. A Seller undertakes to use reasonable endeavours to respond to requests from Buyers regarding available releases and commercial use as described above.
    2. A Seller agrees to respond to any inquiries regarding Content ownership, potential intellectual property rights infringement, truthfulness of the metadata provided with the Content and other legal matters directly to the Buyers, other Users of the Website or official authorities.
    3. A Seller may contact Buyers directly for any requests regarding the proper use of Content under the License Agreement, potential intellectual property rights infringement, unlawful use and special requests directly via public information available about the Buyer. Any disputes between a Seller and a Buyer should be solved directly without recourse to Lobster.
  10. Proof of ownership
    1. A Seller undertakes to provide proof of his ownership of intellectual property rights for the Content made available by him for licensing via the Website when requested by a Buyer, legal authorities, a court or any other person.
  11. Claims to and from Buyers, Lobster indemnity
    1. A Seller undertakes to communicate with Buyers and attempt to resolve any issues or claims directly. The Seller undertakes and agrees to indemnify and hold harmless Lobster against any loss or costs relating to any dispute and undertakes not to seek to involve Lobster in any process or dispute.
  12. Legislation and tax
    1. By accepting these Terms and becoming a Seller, the Seller undertakes all responsibility to comply with applicable local and international laws when selling his Content via the Website.
    2. The Seller confirms that he is solely responsible for declaring any his earnings made via the Website and paying all resulting taxes in any applicable jurisdiction. The Seller understands that earnings made via the Website constitute a part of his regular annual income for tax purposes and may be subject to income tax in his country as well as sales taxes in jurisdictions in which his Content is provided. In the UK, please check with HMRC at http://www.hmrc.gov.uk/vat/start/schemes/basics.htm. Lobster is not responsible for collecting any local tax on behalf of the Seller and does not undertake to provide any control or assistance in this process.
    3. The Seller hereby indemnifies and holds Lobster harmless against all claims or liability asserted against Lobster arising out of or in connection with any breach by you or anyone acting on your behalf of any of the local legislation and tax procedures. Lobster may not be held responsible for any loss or damage arising from a User’s lack of knowledge, inaction, hesitation or otherwise inability to pay the respective income taxes in due course and manner.
    4. Lobster is subject to the UK and EU VAT (MOSS system), therefore VAT is added to the country price, based on the local rate. Despite the fact that Lobster currently only charges 25% in a commission / service fee, the legislation requires Lobster to add VAT to the total price of a Content item.
  13. Fees & Revenues
    1. As of February 2017 Lobster solely operates in internal currency (‘Credits’) to account for Sellers’ licensing earnings in the system. Credits are purchased by the Buyer, either in the form of a one-off license payment, a package or a monthly subscription. The value of one credit for the Buyer is always equal to £1 of the actual public license price for the content, e.g. 100 credits can be spent in the same way on a subscription / package, as £100 could be spent with one-off public purchases.
    2. The Sellers opt in to participate in the one-off purchases, subscription and API sales models at Lobster with their respective pricing models by signing up with Lobster.
    3. The price of the credits for the Seller is calculated in their local currency and depends on the subscription type and value. As a general rule, subscriptions have lower price in real currency per credit, since such customers license higher and more regular volumes of images from the Sellers on Lobster.
    4. The users can claim their credits repayment into their PayPal account at any time in their Lobster Profile as soon as they have accumulated a minimum of 5 credits.
    5. The Content price is set automatically, starting at 1 credit, and grows based on a number of parameters, including but not limited to: resolution, quality, popularity, Source platform, number of sales and presence in the featured galleries of the website.
    6. The Seller receives 75% of the respective purchase amount in credits. Lobster commission is 25% of the respective purchase amount in credits or real currency.
    7. Furthermore, Lobster at its own discretion may set the discounts, special prices and subscription credits for a photo under:
      1. multi-item subscriptions and limited license subscriptions
      2. API integrations with third party platforms for a limited license
      3. Other forms of special sales, including NGO and startup packages
      4. In the case of which, the Seller will receive 75% of the resulting price for an item. By agreeing to these Terms you agree to participate in all discounted licensing programs operated by Lobster, including charity donations and free trial accounts.
    8. If you wish to withdraw from the subscription program, we may provide you with this opportunity on an exceptional basis, please send an e-mail to support@lobster.media. However, we encourage you to participate in the subscription program as it increases your visibility to a potential buyer.
    9. We may also occasionally integrate with Premium partners, which may be able to offer higher prices for selling content to their customer base. In this case the price will be communicated to the selected Premium Seller by email or otherwise and the respective % of price sharing between Seller, Lobster and Partner will be set up.
    10. The Seller covers PayPal transaction fees for the amount of the total pay out transaction, in accordance with conditions described herein and at PayPal.com. Please refer to PayPal general payment fees https://www.paypal.com/webapps/mpp/paypal-feesand International payments fees https://www.paypal.com/cgi-bin/marketingweb?cmd=_display-xborder-fees-outside&countries=for details. Lobster covers the payment costs by PayPal and Stripe related to selling the individual items and subscriptions to the Buyer.
    11. Payouts
      1. To avoid the fees and loss on both sides, Lobster may choose to deposit the Seller’s income till the end of a calendar month at its own or Seller’s discretion and make the necessary pay outs in the end of the month. Lobster may set the minimum cumulative amount to be paid out, and the threshold will be set up £5 or more. The Seller is entitled to view or request the current balance form Lobster.
      2. With this respect, unless otherwise agreed by the parties in writing, the Company may remit payments due to you no later than thirty (30) days after the end of each calendar month in which the applicable fees are received. Payment shall be in PayPal or in the other form you select when you register for the Services, or as subsequently updated as permitted by the Services. Payments shall only be made in those months in which the amount due to you totals at least £5 and when payment has been requested. Unpaid amounts due shall accrue until the next month in which the amount due is at least£5 or its equivalent. Lobster reserves the right to withhold payment or charge back to your account any amounts otherwise due to us under this Agreement, or amounts due to any breach of this Agreement by you, pending the Company's reasonable investigation of such breach. To ensure proper payment, you are solely responsible for providing and maintaining accurate contact and payment information associated with your account, which includes without limitation applicable tax information, if required. If we believe that we are obligated to obtain tax information and you do not provide this information to us after we have requested it, we may withhold your payments until you provide this information or otherwise satisfy us that you are not a person or entity from whom we are required to obtain tax information. Any third-party fees related to returned or canceled payments due to a contact or payment information error or omission may be deducted from the newly issued payment. You agree to pay all applicable taxes or charges imposed by any government entity in connection with your participation in the Services. If you dispute any payment made hereunder, you must notify the Company in writing within thirty (30) days of such payment. Failure to so notify Lobster shall result in the waiver by you of any claim relating to such disputed payment. Payment shall be calculated solely based on records maintained by the Company. No other measurements or statistics of any kind shall be accepted by the Company or have any effect under this Agreement. We may withhold any taxes or other amounts from payments due to you as required by law.
    12. Additional Services
      1. Lobster may offer additional services and charges, which may be attributed to Lobster (e.g. verification) or/and Seller (exclusive rights) depending on the service. These services may be provided at a set price or negotiated with the Seller. All services that are attributed to the Seller are accounted for in credits same as all standard services, available for a payout in the profile.
    13. Currency Conversions
      1. Lobster operates in multiple currencies and the conversions are done by automated algorithms within its payment systems. Lobster may not be held accountable for any discrepancies resulting in exchange rate differences or exchange rates volatility.

BUYERS TERMS OF SERVICE

  1. Becoming a Buyer
    1. Any registered and logged in User may become a Content Buyer and initiate a Content license purchase for any displayed and available Content via the Website.
  2. Making Payments
    1. Lobster currently uses PayPal to process all payments. The Buyer is encouraged to set up a PayPal account in advance, however, if he does not have a PayPal account, an account can be created directly during the purchasing process. Please check PayPal website for availability, currencies and terms of payments in advance https://www.paypal.com/worldwide/
    2. . When PayPal is used, its payment page is initiated automatically at the moment of purchase. A Buyer needs to use his PayPal account (e-mail) and password in the PayPal popup window to complete the payment. For repeat purchase / logged in PayPal user only a password is required. The Seller’s account is pre-filled automatically so the Buyer is not required to fill any payment details. Lobster does not, however, guarantee that the functioning of PayPal will follow the same process in future. Please refer to the PayPal website for more information at any time.
    3. Lobster may add other payment methods at its discretion, including Braintree, Stripe, credit card acquirers and other. The payment fee is always distributed between Lobster and the Seller, unless otherwise stated (added) during purchase.
    4. Lobster Sells (Facilitates Sales on behalf of the Seller):
      • one-off purchased licenses
      • packages of content licenses (5, 10, etc)
      • subscriptions
      • API integration subscriptions
      • Premium verification and search services, as agreed by the Buyer
    5. For Subscriptions and packages, Lobster may charge the Buyer in advance and allow downloads within the agreed limit in the moment of purchase, distributing Seller’s revenues, Lobster commission, Partner commission and payment fees & taxes in the end of calendar month or no later than 30 days after the end of calendar month.
  3. Subscription plans
    1. The intended use of Subscription Plans is for the subscriber to pay for access to the full collection of content indexed on Iconfinder for immediate use as covered by the license of the content in question. The subscriber is not allowed to download content using the Subscriptions with the intention of making a local collection of content mimicking the Lobster service - neither through a manual nor in any way automated process. Lobster can at any time introduce and enforce mechanisms that prevent large amounts of content being downloaded in a manner deemed unintended by Lobster
  4. Billing Policies
    1. Certain aspects of the Services may be provided for a fee or other charge. If you elect to use paid aspects of the Services, you agree to the pricing and payment terms as we may update them from time to time. You shall pay all applicable fees, as described on the Website in connection with such Services selected by you. The Company reserves the right to change its price list and to institute new charges at any time, upon notice to you, which may be sent by email or posted on the Website. Your use of the Services following such notification constitutes your acceptance of any new or increased charges.
    2. All information that you provide in connection with a purchase or transaction or other monetary transaction interaction with the Service must be accurate, complete, and current. You agree to pay all charges incurred by users of your credit card, debit card, or other payment method used in connection with a purchase or transaction or other monetary transaction interaction with the Service at the prices in effect when such charges are incurred. You will pay any applicable taxes, if any, relating to any such purchases, transactions or other monetary transaction interactions. You may cancel your account with the Company at any time; however, there are no refunds for cancellation. In the event that the Company suspends or terminates your account or this Agreement for any reason, you understand and agree that you shall receive no refund or exchange for any Content or Services, any credits you have saved, any license or subscription fees for any portion of the Services, any content or data associated with your account, or for anything else.
    3. Lobster will send you a monthly invoice for the respective subscription plan, package or service, if this is required by the respective service. VAT invoices are available upon request.
    4. Lobster is registered for VAT in the UK and charges respective UK and EU VAT rates.
  5. Proper use of content
    1. The Buyer guarantees that he will only use licensed Content in accordance with the License Agreement. It is the Buyer’s sole responsibility to control the proper use of the licensed Content by him or on his behalf. Lobster takes no liability for any loss or damage to any person as a result of improper use of Content, breach of the License Agreement or breach of any applicable laws by the Buyer.
  6. Single User and Non-Transferability
    1. Lobster operates on a per-user basis. The Buyer represents, warrants and undertakes that he (or a person or legal entity on whose behalf he is acting), will be the only User to use any Content, for which a license is purchased in a single transaction. For company use, every employee of a company must have a separate account (attached to the company account) to use the Content. Even if, in accordance with the User Profile, the name on the license is a company, each employee must have purchased a separate license to use a separate copy of any Content. It is not allowed to copy, e-mail or otherwise transfer any Content between users or licensees or licensee’s employees, agents and representatives.
    2. An agent of the Licensee may have access to the Licensee’s account and licenses if acting on his sole behalf and in his sole interests. The following exceptions apply to Non-Transferability policy when licensing Content on the Website: licensing on behalf of the Buyer’s end customer with subsequent sub-licensing of the original Content or resulting work for the purpose of the end customer’s use, as long as the parties have contractual relationship (in this case either the Buyer or the Customer can use the content within the same campaign, however, the Buyer can not sublicense content to other end customers without purchasing an additional license) sub-licensing the content (original or amended) for the purpose of distribution of the resulting end work within the distribution channels, where the distribution channels do not acquire the right to amend, sub-license or transfer the original content on their own, outside of their distribution for the Buyer and their end customers re-using Content is permitted within any given campaign or for the same end customer; the volume of use of content (for the purpose of Standard or Extended license below) is calculated as the sum total of the views across all campaigns and distribution channels within the same campaign or end customer work (e.g. the sum total of the views on Facebook, MSN, internal channels etc should not be over 1 million to satisfy the Standard license)
  7. Permissions
    1. Permission may be required to use certain Content for commercial purposes. Although Lobster requests Sellers to provide relevant permissions, it is the Buyer’s responsibility to ensure or arrange that all necessary permissions have been obtained for a particular commercial use.
    2. Please see Model Release and Property Release Sections for further details of the different permissions.
  8. Fees, Prices & Currencies
    1. The single price of one license for Content purchased via the Website starts at $0.99 for a standard photo and can grow according to license type, content quality, content demand and additional services added, at the Website's discretion. The price may be decreased in the subscription plans at Lobster’s discretion. This price includes the cost of the license itself, Lobster fees and payment system fees.
    2. Lobster operates a Package model, where the Buyer can purchase a package of Credits with one single payment transaction to use for downloading (licensing) multiple Content items.
    3. Lobster operates a Subscription model, with which the Buyer can purchase a monthly subscription to use Credits at a discounted rate to download multiple Content items within their allowance. Subscription models additionally include access to full technology of search, ranking and filtering of the Content using smart algorithms; access to running targeted calls-for-submission (Challenges); Brief research work; Custom billing and other services as described in the Subscription section of the website and changed at the Company’s sole discretion at any time without prior notice (with the exception of existing Subscribers). Subscriptions can be cancelled at any time (monthly rolling), and any unused credits will remain valid for 30 days following the Subscription expiry date, unless renewed or upgraded by the Buyer within this time period.
    4. The Buyer can access a Custom Contract to use the Website with monthly billing as per required usage by means of contacting the Company through the Website. Any custom contracts not paid in advance, are subject to 30 days maximum payment terms via wire transfer.
    5. Lobster may license the content on behalf of the Buyer in exceptional cases and invoice the Buyer as part of the Custom Contract, acting on behalf of and with permission of the Seller, but only limited to representing them for the transaction process. Lobster does not undertake any legal responsibility for the correctness of Seller’s copyright and information by means of representing the Seller in any such transaction.
    6. Lobster fees currently constitute 25% of every transaction (including any VAT). Lobster may change, adjust and amend the fees at any time in its sole and absolute discretion. Lobster may provide packages, subscriptions, API integrations and other pricing mechanisms at its own discretion.
    7. The single price of one license for Content purchased via the Website starts at $0.99 for a standard photo and can grow according to license type, content quality, content demand and additional services added, at the Website's discretion. The price may be decreased in the subscription plans at Lobster’s discretion. This price includes the cost of the license itself, Lobster fees and PayPal fees.
    8. The Buyer pays the price via Lobster. Lobster fees currently constitute 25% of every transaction (including any VAT). Lobster may change, adjust and amend the fees at any time in its sole and absolute discretion. Lobster may provide packages, subscriptions, API integrations and other pricing mechanisms at its own discretion.
    9. Transactions may be initiated in USD, GBP or local currencies based on the Buyer location. Lobster uses conversion mechanisms and public tools at its own discretion and may not be held liable.
    10. For the purposes of the Sale of Goods Act 1979 and the Consumer Protection (Distance Selling) Regulations 2000, no refunds or cancellations are provided in respect of any purchase by a Buyer of any license. This is because all Content Licenses purchased can be immediately used by the Buyer.
  9. Refunds
    1. Lobster will not provide refunds of any commissions or transaction fees, except for special cases agreed between Lobster and the Seller, or required as required by applicable laws. Lobster will not refund any transaction payment fees even where a commission refund is made. Lobster does not undertake any responsibility for and does not participate in any negotiations or refund request between any Seller, a Buyer and the payment platform (PayPal).
    2. Any unused images, items, credits, packages and subscriptions will not be refunded or returned to the Buyer in any circumstances
    3. If you require a change of name on account, subscription holder or licensee, please do so via Profile section or by sending us an e-mail to support@lobster.media.
  10. Privacy
    1. You provide us with information when you register on the Website and provide us with Content. We also collect information both relating to you (for example on your usage history) and to users of the Website and the Services in general. Any information that you submit or that we collect when you are using the Website or Services is subject to the Privacy Policy, the terms of which are hereby incorporated into these Terms.
  11. Compliace
    1. You agree to comply with all local laws regarding online conduct and acceptable content. You are responsible for all applicable taxes. In addition, you must abide by Lobster policies as stated in these Terms as well as all other operating rules, policies and procedures that may be published from time to time on the Website by Lobster, each of which is incorporated herein by reference and each of which may be updated by Lobster from time to time without notice to you.
  12. Itellectual Property
    1. Lobster and/or its licensor(s) are the sole owners of the Website, which includes any software, domains, and content made available through the Website. The Website is protected by UK and International copyright and other intellectual property laws.
    2. Lobster permits you to use the Website for your own personal and commercial use subject to these terms of service and Lobster grants you a limited license solely for that purpose.
    3. Without limitation, this means that you may not sell, export, license, modify, copy, distribute or transmit the Website (or any part of it) without Lobster’s prior express written consent.
    4. Any unauthorized use of the Website will result in the automatic termination of the limited license granted by us. Lobster reserves the right to terminate the limited license without notice at any time following an unauthorized use by you of the Website.
    5. Lobster and its graphics, logos, icons and service names related to the Website are registered and unregistered trademarks or trade dress of Lobster. They may not be used without Lobster’s prior express written permission.
    6. All other trademarks not owned by Lobster that appear in connection with the Website are the property of their respective owners, who may or may not be affiliated with, connected to or sponsored by Lobster.
  13. Limitation of Liability and No Warranty
    1. Lobster provides the Services and Website "as is" and without any warranty or condition, whether express, implied or statutory. Lobster specifically disclaims any implied warranties of title, merchantability, fitness for a particular purpose and non-infringement. Lobster assumes no liability or responsibility for any errors or omissions in the Website or provision of the Services; any failures, delays or interruptions in the Website; any losses or damages arising from the use of the Services or Website; or any conduct by users of the Services or Website. Lobster reserves the right to deliver the Services and Website in its sole and absolute discretion.
    2. In no event shall Lobster, its shareholders, directors, officers, employees or agents be liable (jointly or severally) to you for loss of use or any special, incidental, indirect or consequential damages arising out of or in connection with the Services and/or Website or these Terms, on any theory of liability, and whether or not advised of the possibility of damage.
    3. Lobster does not seek to exclude liability for death or personal injury caused by its negligence, or fraud or fraudulent misrepresentation on the part of Lobster. If any applicable authority holds any portion of this section to be unenforceable, then liability will be limited to the fullest possible extent permitted by applicable law.
    4. From time to time you may use or access services, promotions and websites of third parties. In using or accessing third party services, promotions and websites, you agree to be bound by the terms of service of such third parties governing their services, promotions and websites and hereby acknowledge that we shall not be responsible for the provision of services, accuracy of promotions or content of websites belonging or operated by third parties.
    5. You acknowledge and agree that Lobster is not responsible for the accuracy of any information published on the Website by other Users and does not warrant that any information appearing on the Website is accurate, true or complete. If you believe that any information appearing on the Website is incorrect, you should flag that information using the flag button on the Website and/or inform Lobster of the information that you consider to be inaccurate. Lobster specifically excludes liability for any loss, harm, distress or damage suffered by you or any third party as a result of inaccurate information appearing on the Website.
    6. Lobster makes no representation that material on the Website is appropriate or available at locations outside of the United Kingdom. By accessing the Website from outside the United Kingdom, you represent and warrant to Lobster that your use access and use of the Website is in compliance with all applicable local laws.
  14. Indemnity
    1. Each of the parties agrees to indemnify and hold Lobster, its shareholders, directors, officers, employees, agents and partners harmless from and against any third-party claim or cause of action, including reasonable attorneys' fees and court costs, arising, directly or indirectly, out of this Agreement or the provision of the Services by Lobster.
  15. Disputes
    1. Each party agrees that this Agreement and any claim, dispute or controversy arising out of in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law.
    2. Any dispute or claim arising out of or in connection with such matters (including non-contractual disputes or claims) will be subject to the exclusive jurisdiction of the courts of England and Wales.
  16. Termination
    1. This Agreement is effective until it is terminated. The Licensee can terminate the Agreement by destroying the Content and any Permitted Derivative Works, along with any copies or archives of it or accompanying materials (if applicable), and ceasing to use the Content for any purpose. The Agreement also terminates without notice from the Seller if at any time the Licensee fails to comply with any of its terms. Upon termination, the Licensee must immediately (i) cease using the Content and for any purpose; (ii) destroy or delete all copies and archives of the Content or accompanying materials.
    2. The Seller reserves the right to elect at a later date to revoke or amend the license granted by this Agreement and replace the Content with an alternative for any reason. Upon notice, sent to the address or contact information provided by the Buyer and/or Licensee, or such other address as you may advise in writing to use, from time to time, of such replacement, the license for the replaced Content immediately terminates for any products that do not already exist, and this license automatically applies to the replacement Content. The Licensee agrees not to use the replaced Content, or any Permitted Derivative Works, for future products and to take all reasonable steps to discontinue use of the replaced Content, or any Permitted Derivative Works, in products that already exist.
    3. Upon notice from the Seller, or upon Licensee’s knowledge that any Content is subject to a threatened, potential or actual claim of infringement of another's right for which the Seller may be liable, the Licensee must immediately and at his/her own expense (i) stop using the Content; (ii) delete or remove the Content from his/ her premises, computer systems and storage (electronic or physical); and (iii) ensure that his/her clients, printers or ISPs do likewise. The Seller shall provide the Licensee with replacement Content free of charge, subject to the other terms and conditions of this Agreement.
  17. General
    1. This Agreement is agreed between the parties. No person (other than Lobster IT Limited in respect of the indemnity in clause 8) shall have any rights under or connection with this Agreement under the Contracts (Rights of Third Parties) Act 1999.
    2. If any court or competent authority decides that any term of this Agreement is held to be invalid, unlawful or unenforceable to any extent, such term shall, to that extent only, be severed from the remaining terms, which shall continue to be valid to the fullest extent permitted by law.
    3. Headings are for reference purposes only and in no way define, limit, construe or describe the extent or scope of such section.

LICENSE AGREEMENT

This Agreement governs the terms by which Buyers and Licensees at Lobster marketplace obtain the right to use photographic, illustrations, animations, video, footage, and other media content provided by Sellers at Lobster Marketplace through the website located at www.lobster.media\u{201c}Website\u{201d}). This Content License Agreement is in addition to the Terms of Use applicable to the Website and to the Privacy Policy that all Users providing content to or downloading content through the Website have previously entered into. In the event of any inconsistency between this Agreement and the Terms of Use (wherein this Agreement is incorporated), the terms of this Agreement shall govern.

  1. Background
    1. This is a fairly lengthy document, and it contains many important provisions that affect your rights and obligations. By accepting the Terms or otherwise signifying your acceptance, you accept this Agreement either for yourself or on behalf of your employer or the entity that is identified as the member account holder, and agree to be bound by its provisions.
    2. If you are accepting on behalf of your employer or the entity that is the member account holder, you represent and warrant that you have full legal authority to bind your employer or such other entity. If you do not have such authority or you do not accept or agree with these terms, do not accept the Agreement and do not download the Content.
    3. This Agreement is set up as a user-determined document where you will choose to enter into either a standard commercial royalty-free content license (the“Commercial License”) or an editorial use only license where use of Content is restricted to editorial materials only (an“Editorial License”) You willingly select a “Commercial License” or an “Editorial License” based on the provisions of the Terms and Conditions, intended use and the Content characteristics and available permissions or releases.
    4. Definitions for the purpose of this Agreement (in addition to the definitions in the Terms):
      • Copying or Copymeans any form of reproduction of the whole or part of any Licensed Content, through any medium and by any means, and includes without limitation the adaption, alteration, distortion, manipulation and cropping of the Licensed Content, and the creation of a derivative work from the Licensed Content;
      • Editorial Contentmeans Licensed Content which relates to events that are newsworthy or of public interest and which is licensed for use in an editorial manner;
      • Intellectual Property Rightsmeans all intellectual and industrial property rights of whatsoever nature (including without limitation all copyright, names, logos, trademarks, the Website design and its ‘look and feel’, text, documents, content, selection and arrangement of elements, databases, organisation, graphics, photographs and images, compilation, magnetic translation, digital conversion, computer codes contained in the Website) and similar or analogous rights (whether or not registered, whether present, future or contingent, and including without limitation all renewals, extensions, revivals and accrued rights of action and all pending applications), existing in any jurisdiction and all rights to apply for acquisition of the same;
  2. Commercial License Terms
    1. The Seller grants the Licensee (the Buyer or another Licensee which is named on the license and on whose behalf the Buyer purchases a license via the Website to use the Content) a perpetual, non-exclusive, non-transferable worldwide royalty-free license to use the Content for the Permitted Uses (as defined below). All other rights in and to the Content, including, without limitation, all copyright and other intellectual property rights relating to the Content are retained by the Seller of the Content.
    2. Only the Licensee is permitted to use the Content, although the Licensee may transfer files containing Content or Permitted Derivative Works to his/her clients, printers, or ISP for the purpose of reproduction for Permitted Uses, provided that such parties shall have no further or additional rights to use the Content and cannot access or extract it from any file you provide. The Licensee may install and use the Content in only one location at a time or in multiple locations belonging to the Licensee’s organisation, their end customer or the distribution channel, although subject to the Prohibited Uses and the other terms of this Agreement, the Licensee is entitled to utilize the Permitted Uses an unlimited number of times.
    3. Downloading original Content to multiple locations and intranet or centralised servers under multiple sub-accounts within the same central account is only permitted to Subscription Buyers.
  3. Permitted Uses
    1. Subject to the restrictions described under Prohibited Uses below, the following are“Permitted Uses”of Content:
      1. advertising and promotional projects, including printed materials, product packaging, presentations, film and video presentations, commercials, catalogues, brochures, promotional greeting cards and promotional postcards, subject to the limited circulation and audience for a standard license;
      2. entertainment applications, such as books and book covers, magazines, newspapers, editorials, newsletters, and video, broadcast and theatrical presentations, subject to the limited circulation (print run) for a standard license;
      3. online or electronic publications, blogs, websites and presentations, subject to the limited circulation and audience for a standard license;
      4. prints, posters (i.e. a hardcopy) and other reproductions for personal use or promotional purposes specified above, subject to the limited circulation and audience for a standard license;
      5. allowed uses of the Content in items for resale, license, or other distribution, including: cards, stationery items, stickers, or paper products, posters, calendars, mugs, or mousepads, t-shirts, apparel items, games, toys, entertainment goods, or framed artwork, subject to the limited circulation and audience for a standard license;
      6. electronic templates for e-greeting or similar cards, electronic templates for web or applications development, PowerPoint or Keynote templates, screensavers, and email or brochure templates, subject to the limited circulation and audience for a standard license;
      7. unlimited number of reproductions, if not limited otherwise herein; and
      8. any other uses approved in writing by the Seller.
    2. The right to produce the electronic merchandise in no way grants any rights to the Licensee or any recipient of the electronic merchandise in any intellectual property or other rights to the Content. The Licensees and Users agree to indemnify Lobster, its representatives and related parties from any cost, liability, damages or expense incurred by any of them relating to or in connection with any of the electronic merchandise.
  4. Limitations:
    1. The Standard license is limited to the following usage as per above uses:
      • Printed circulation below 100k copies
      • Online media under 1 million total lifetime unique views;
      • Broadcasting below 1 mln total lifetime viewers
      • Offline mediums (banners and other) under 1 million total lifetime unique views each
    2. API Integrations limitations
      • API integration purchases may be limited additionally based on the contract with the Partner Platform
      • Lobster may limit the usage of API packages within the Platforms only, that is, the content may not be downloaded to the user’s hard drive and can be used online only
    3. Extended Licenses
      • Extended licenses may be requested and purchased additionally for larger print runs, circulations, broadcasting and viewings:
      • Printed circulation unlimited copies
      • Online media unlimited lifetime unique views;
      • Broadcasting unlimited lifetime viewers
      • Offline mediums (banners and other) unlimited unique views each
      • Exclusivity may be requested at support@lobster.media
  5. Prohibited Uses
    1. The Licensee may not do anything with the Content that is not expressly permitted in the preceding section or permitted in writing by the Seller. For greater certainty, the following are “Prohibited Uses” and the Licensee may not:
      1. use the Content in a fashion that is considered by the general public or legal authorities (acting reasonably) as or under applicable law is considered pornographic, obscene, immoral, infringing, defamatory or libelous in nature, or that would be reasonably likely to bring any person or property reflected in the Content into disrepute;
      2. use or display any Content that features a model or person in a manner
        1. hat would lead a reasonable person to think that such person uses or personally endorses any business, product, service, cause, association or other endeavour; or
        2. except where accompanied by a statement that indicates that the Content is being used for illustrative purposes only and any person depicted in the Content is a model, that depicts such person in a potentially sensitive subject matter, including, but not limited to mental and physical health issues, social issues, sexual or implied sexual activity or preferences, substance abuse, crime, physical or mental abuse or ailments, or any other subject matter that would be reasonably likely to be offensive or unflattering to any person reflected in the Content, unless the Content itself clearly and undisputedly reflects the model or person in such potentially sensitive subject matter in which case the Content may be used or displayed in a manner that portrays the model or person in the same context and to the same degree depicted in the Content itself;
      3. to the extent that source code is contained within the Content, reverse engineer, decompile, or disassemble any part of such source code;
      4. remove any notice of copyright, trade-mark or other proprietary right from any place where it is on or embedded in the Content;
      5. sub-license, re-sell, rent, lend, assign, gift or otherwise transfer or distribute the Content or the rights granted under this Agreement;
      6. or post a copy of the Content on a network server or web server for use by other users;
      7. use or display the Content in an electronic format that enables it to be downloaded or distributed via mobile devices or shared in any peer-to-peer or similar file sharing arrangement;
      8. use Content that may be reasonable identified by the Licensee in accordance with these Terms and Conditions as Editorial Use Content, requiring an Editorial License, for any commercial, promotional, endorsement, advertising or merchandising use. For further clarification, Editorial Use of Content means use relating to events that are newsworthy or of general interest and expressly excludes any advertorial sections (i.e. sections or supplements featuring brand and/or product names or sections or supplements in relation to which you receive a fee from a third-party advertiser or sponsor);
      9. if the Content is reproduced on a social media platform or other third party website, the rights granted herein shall automatically be revoked in the event that the platform website seeks to exploit purported rights to the Content contrary to the terms of this Agreement.
  6. Editorial License
    1. Whenever in accordance with the Terms herein, the Content is identified by the Licensee as suitable for editorial use and for editorial use only, - in particular, whenever the Content includes models or property in the newsworthy context and for which no releases have been obtained, the Licensee should consider Content as licensed under the Editorial License.
    2. For the purpose of Editorial License the same conditions apply as for Commercial License herein with additional limitation on the permitted use. The only permitted use for Editorial License is:
      1. Editorial Use of Content, which means use relating to events that are newsworthy or of general interest and expressly excludes any advertorial sections (i.e. sections or supplements featuring brand and/or product names or sections or supplements in relation to which you receive a fee from a third-party advertiser or sponsor);
      2. Editorial Use: when an image is used in conjunction with, and to illustrate, a news related story or any non-commercial text demanding imagery. Examples include magazines, newspapers, features and books. When deciding on the editorial use of the content and considering privacy laws, a User should ask the following questions:
        1. does there exist "a reasonable expectation that one could be photographed by the general public without the person's knowledge"?
        2. is there ‘newsworthiness’ of the subject? Editorial use of a photograph is found in a newsworthy item. Courts traditionally have defined public interest or newsworthiness in liberal and far reaching terms. It is not limited to dissemination of news in the sense of current events, but extends far beyond that to include all types of factual, educational and historical data, or even entertainment and amusement, concerning interesting phases of human activity in general. However, a User needs to be careful when deciding on the newsworthiness of the subject.
        3. what is the relationship between the photographer and the subject? The special relationship between the photographer and the person that hired him has been upheld in court cases, especially those involving weddings.
        4. how much "orchestration" was necessary in order to capture the photo? The idea is that the more involved the photographer and subject are in coordinating how photos are taken, the more "invasive" the photographer is on the privacy rights of the subject. if the subject is directed in a controlled situation, he is no longer acting on his own accord--he's doing what he's told to do--so photos of him may not necessarily be representative of him. Even if he's agreeing to be photographed, he still maintains some rights of privacy.
  7. Responsibilities of Parties
    1. The Licensee will be responsible for the acquisition of any permissions, licences, software, telecommunications lines and equipment to enable the Licensee to receive the Licensed Content and/or to retrieve the Licensed Content from the Website.
    2. The Licensee shall examine all Licensed Content for possible defects (digital or otherwise) before sending any Licensed Content for Copying. Lobster shall not be liable for any loss or damage suffered by the Licensee or any third party, whether directly or indirectly, caused by any alleged or actual defect in any Licensed Content or its caption or in any way from its Copying.
    3. The Licensee shall:
      1. take all necessary measures to safeguard the Intellectual Property Rights of the Seller in the Licensed Content;
      2. be solely responsible for determining and obtaining before publication any release, consents or licenses required for any proposed use of the Licensed Content;
      3. take all necessary steps to ensure that the Licensed Content and the Licensee’s use thereof complies with all laws, registrations, Directives and guidelines, and the principles enunciated in the Press Complaints Commission Code of Practice;
      4. ensure that all copies of the Editorial Licensed Content bear the copyright symbol © accompanied by relevant author’s name (as applicable) and the year of first publication of the Licensed Content;
      5. use its best efforts to ensure that any third party to whom the Licensee makes the licensed Content available: (i) abides by the terms and conditions of this Licence; and (ii) does not Copy, redistribute, retransmit, publish or republish or otherwise exploit the Licensed Content except as permitted hereunder;
      6. if any Licensed Content (other than Editorial Content) features a model or property inconnection with a subject that would be unflattering or controversial to a reasonable person, accompany each such use with a statement that indicates that the Licensed Content is being used for illustrative purposes only, and any person depicted in the Licensed Content (if any) is a model;
      7. maintain a strong firewall to safeguard against unauthorised access to the Licensed Content.
  8. Termination
    1. This Agreement is effective until it is terminated. The Licensee can terminate the Agreement by destroying the Content and any Permitted Derivative Works, along with any copies or archives of it or accompanying materials (if applicable), and ceasing to use the Content for any purpose. The Agreement also terminates without notice from the Seller if at any time the Licensee fails to comply with any of its terms. Upon termination, the Licensee must immediately (i) cease using the Content and for any purpose; (ii) destroy or delete all copies and archives of the Content or accompanying materials.
    2. The Seller reserves the right to elect at a later date to revoke or amend the license granted by this Agreement and replace the Content with an alternative for any reason. Upon notice, sent to the address or contact information provided by the Buyer and/or Licensee, or such other address as you may advise in writing to use, from time to time, of such replacement, the license for the replaced Content immediately terminates for any products that do not already exist, and this license automatically applies to the replacement Content. The Licensee agrees not to use the replaced Content, or any Permitted Derivative Works, for future products and to take all reasonable steps to discontinue use of the replaced Content, or any Permitted Derivative Works, in products that already exist.
    3. Upon notice from the Seller, or upon Licensee’s knowledge that any Content is subject to a threatened, potential or actual claim of infringement of another's right for which the Seller may be liable, the Licensee must immediately and at his/her own expense (i) stop using the Content; (ii) delete or remove the Content from his/ her premises, computer systems and storage (electronic or physical); and (iii) ensure that his/her clients, printers or ISPs do likewise. The Seller shall provide the Licensee with replacement Content free of charge, subject to the other terms and conditions of this Agreement.
  9. Indemnity
    1. Each of the parties agrees to indemnify and hold Lobster, its shareholders, directors, officers, employees, agents and partners harmless from and against any third-party claim or cause of action, including reasonable attorneys' fees and court costs, arising, directly or indirectly, out of this Agreement or the provision of the Services by Lobster.
  10. Disputes
    1. Each party agrees that this Agreement and any claim, dispute or controversy arising out of in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law.
    2. Any dispute or claim arising out of or in connection with such matters (including non-contractual disputes or claims) will be subject to the exclusive jurisdiction of the courts of England and Wales.
  11. General
    1. This Agreement is agreed between the parties. No person (other than Lobster IT Limited in respect of the indemnity in clause 8) shall have any rights under or connection with this Agreement under the Contracts (Rights of Third Parties) Act 1999.
    2. If any court or competent authority decides that any term of this Agreement is held to be invalid, unlawful or unenforceable to any extent, such term shall, to that extent only, be severed from the remaining terms, which shall continue to be valid to the fullest extent permitted by law.
    3. Headings are for reference purposes only and in no way define, limit, construe or describe the extent or scope of such section.

EXTENDED LICENSE AGREEMENT

This Agreement governs the terms by which Buyers and Licensees at Lobster marketplace obtain the extended right to use photographic, illustrations, animations, video, footage, and other media content provided by Sellers at Lobster Marketplace through the website located at http://lobster.media (the “Website”). This Content Extended License Agreement is in addition to the Terms of Use applicable to the Website and to the Privacy Policy that all Users providing content to or downloading content through the Website have previously entered into. In the event of any inconsistency between this Agreement and the Terms of Use (wherein this Agreement is incorporated), the terms of this Agreement shall govern.

Background

  1. This is a fairly lengthy document, and it contains many important provisions that affect your rights and obligations. By accepting the Terms or otherwise signifying your acceptance, you accept this Agreement either for yourself or on behalf of your employer or the entity that is identified as the member account holder, and agree to be bound by its provisions.
  2. If you are accepting on behalf of your employer or the entity that is the member account holder, you represent and warrant that you have full legal authority to bind your employer or such other entity. If you do not have such authority or you do not accept or agree with these terms, do not accept the Agreement and do not download the Content.
  3. This Agreement is set up as a user-determined document where you will choose to enter into either an extended commercial royalty-free content license (the “Commercial License”) or an extended editorial use only license where use of Content is restricted to exclusively editorial materials (an “Editorial License”). You willingly select a “Commercial License” or an “Editorial License” based on the provisions of the Terms and Conditions, intended use and the Content characteristics and available permissions or releases.
  4. Definitions for the purpose of this Agreement (in addition to the definitions in the Terms):
    1. Copying or Copy means any form of reproduction of the whole or part of any Licensed Content, through any medium and by any means, and includes without limitation the adaption, alteration, distortion, manipulation and cropping of the Licensed Content, and the creation of a derivative work from the Licensed Content;
    2. Editorial Content means Licensed Content which relates to events that are newsworthy or of public interest and which is licensed for use in an editorial manner;
    3. Intellectual Property Rights means all intellectual and industrial property rights of whatsoever nature (including without limitation all copyright, names, logos, trademarks, the Website design and its ‘look and feel’, text, documents, content, selection and arrangement of elements, databases, organisation, graphics, photographs and images, compilation, magnetic translation, digital conversion, computer codes contained in the Website) and similar or analogous rights (whether or not registered, whether present, future or contingent, and including without limitation all renewals, extensions, revivals and accrued rights of action and all pending applications), existing in any jurisdiction and all rights to apply for acquisition of the same;

Extended Commercial License Terms

  1. The Seller grants the Licensee (the Buyer or another Licensee which is named on the license and on whose behalf the Buyer purchases a license via the Website to use the Content) a perpetual, non-exclusive worldwide royalty-free license to use the Content for the Permitted Uses (as defined below) without any limitations in geography, validity period, impressions or print run. All other rights in and to the Content, including, without limitation, all copyright and other intellectual property rights relating to the Content are retained by the Seller of the Content.
  2. Only the Licensee is permitted to use the Content, although the Licensee may transfer files containing Content or Permitted Derivative Works to his/her clients, printers, or ISP for the purpose of reproduction for Permitted Uses, provided that such parties shall have no further or additional rights to use the Content and cannot access or extract it from any file you provide. The Licensee may allocate the Extended License to a Client for the purpose of the specific Client project, however, either the Agency or the Client should be named on the license as a licensee and have the right to use it under the Extended License Terms according to this Agreement (unless each party purchases its own, independent license). The Licensee may install and use the Content in only one location at a time, although subject to the Prohibited Uses and the other terms of this Agreement, the Licensee is entitled to utilize the Permitted Uses an unlimited number of times. The Licensee may physically transfer the Content and its archives from one location to another, in which case he/she may use the Content at the new location instead. Each sub-user (location, business unit, department) of the Licensee should download and purchase its own Extended License into its account within the Licensee account to be able to use the license for their projects.
  3. Permitted Uses
    1. Subject to the restrictions described under Prohibited Uses below, the following are “Permitted Uses” of Content:
      1. advertising and promotional projects, including printed materials, product packaging, presentations, film and video presentations, commercials, catalogues, brochures, promotional greeting cards and promotional postcards with unlimited circulation and audience for an extended license;
      2. entertainment applications, such as books and book covers, magazines, newspapers, editorials, newsletters, and video, broadcast and theatrical presentations with unlimited circulation (print run) for a standard license;
      3. online or electronic publications, blogs, websites and presentations with unlimited circulation and audience for an extended license;
      4. prints, posters (i.e. a hardcopy) and other reproductions for personal use or promotional purposes specified above with unlimited circulation and audience for an extended license;
      5. allowed uses of the Content in items for resale, license, or other distribution, including: cards, stationery items, stickers, or paper products, posters, calendars, mugs, or mousepads, t-shirts, apparel items, games, toys, entertainment goods, or framed artwork with unlimited circulation and audience for an extended license;
      6. electronic templates for e-greeting or similar cards, electronic templates for web or applications development, PowerPoint or Keynote templates, screensavers, and email or brochure templates with unlimited limited circulation and audience for an extended license;
      7. unlimited number of reproductions, if not limited otherwise herein; and
      8. any other uses approved in writing by the Seller.
    2. The right to produce electronic merchandise in no way grants any rights to the Licensee or any recipient of the electronic merchandise in any intellectual property or other rights to the Content. The Licensees and Users agree to indemnify Lobster, its representatives and related parties from any cost, liability, damages or expense incurred by any of them relating to or in connection with any of the electronic merchandise.
  4. Limitations:
    1. The Extended license allows, unless otherwise stated herein or permitted by local law, the following usage:
      1. Printed circulation - unlimited printrun
      2. Online media - unlimited unique views
      3. Broadcasting - yes, unlimited audience
      4. Offline mediums (banners) - yes, unlimited views
    2. API Integrations
      1. API integration purchases may be limited additionally based on the contract with the Partner Platform, specifically for B2C platforms
      2. Lobster may limit the usage of API packages within the Platforms only, that is, the content may not be downloaded to the user’s hard drive and can be used online only
      3. API integration limitations are not applicable to integrations with an agency’s or client’s internal system or CMS under an agency subscription. CMS integrations are an additional service provided to premium subscription customers and does not affect the Licensee’s Extended License rights (unless explicitly specified in the contract or integration terms).
    3. Exclusive Licenses and Verifications
      1. Exclusivity, where the Seller must remove purchased content from Lobster and other platforms, is not part of this Agreement
      2. Exclusive licenses may be requested and purchased additionally for specific campaigns with the permission of a user. To do so, please ask your account manager for details or e-mail us at support@lobster.media
      3. Verifications of model releases for everyone in the photo/video, authorship, geography, and property releases may be, copyright checks may be ordered additionally by our premium customers. To do so, please ask your account manager for details or e-mail us at support@lobster.media
  5. Prohibited Uses:
    1. The Licensee may not do anything with the Content that is not expressly permitted in the preceding section or permitted in writing by the Seller. For greater certainty, the following are “Prohibited Uses” and the Licensee may not:
      1. use the Content in a fashion that is considered by the general public or legal authorities (acting reasonably) as or under applicable law is considered pornographic, obscene, immoral, infringing, defamatory or libelous in nature, or that would be reasonably likely to bring any person or property reflected in the Content into disrepute
      2. use or display any Content that features a model or person in a manner
        1. that would lead a reasonable person to think that such person uses or personally endorses any business, product, service, cause, association or other endeavour; or
        2. except where accompanied by a statement that indicates that the Content is being used for illustrative purposes only and any person depicted in the Content is a model, that depicts such person in a potentially sensitive subject matter, including, but not limited to mental and physical health issues, social issues, sexual or implied sexual activity or preferences, substance abuse, crime, physical or mental abuse or ailments, or any other subject matter that would be reasonably likely to be offensive or unflattering to any person reflected in the Content, unless the Content itself clearly and undisputedly reflects the model or person in such potentially sensitive subject matter in which case the Content may be used or displayed in a manner that portrays the model or person in the same context and to the same degree depicted in the Content itself;
      3. to the extent that source code is contained within the Content, reverse engineer, decompile, or disassemble any part of such source code;
      4. remove any notice of copyright, trade-mark or other proprietary right from any place where it is on or embedded in the Content (for example, content preview pages);
      5. sub-license, re-sell, rent, lend, assign, gift or otherwise transfer or distribute the Content or the rights granted under this Agreement, unless otherwise explicitly permitted by the current Agreement or the Terms, e.g. assigning a license to a client or a business unit within an agency;
      6. or post a copy of the Content on a network server or web server for use by other users, except permitted by the current Agreement, such as in the case of license allocation to the client or use within an agency CMS; usage by multiple users within an agency account is not permitted by this license; every Client or Business Unit should be allocated their own license;
      7. use or display the Content in an electronic format that enables it to be downloaded or distributed via mobile devices or shared in any peer-to-peer or similar file sharing arrangement;
      8. use Content that may be reasonably identified by the Licensee in accordance with these Terms and Conditions as Editorial Only Content, subject to an Editorial License, for any commercial, promotional, endorsement, advertising or merchandising use. For further clarification: please see Editorial License section below to understand the license.
      9. if the Content is reproduced on a social media platform or other third party website, the rights granted herein shall automatically be revoked in the event that the platform website seeks to exploit purported rights to the Content contrary to the terms of this Extended License Agreement.
  6. Editorial License
    1. Whenever in accordance with the Terms herein, the Content is identified by the Licensee as suitable for editorial use and for editorial use only, - in particular, whenever the Content includes models or property in the newsworthy context and for which no model or property releases have been obtained, the Licensee should consider Content as licensed under the Extended Editorial License. If a Licensee wants to use the Content under the Extended Commercial License (e.g. in relation to advertising), where model or property releases have not yet been obtained by the Seller, the Licensee should request Lobster to clear the respective releases with the Seller, which is available to premium subscribers as an additional service.
    2. For the purpose of the Extended Editorial License the same conditions apply as for the Extended Commercial License herein with additional limitation on the permitted use. The only permitted use for Editorial License is:
      1. Editorial Use of Content, which means use relating to events that are newsworthy or of general interest and expressly excludes any advertorial sections (i.e. sections or supplements featuring brand and/or product names or sections or supplements in relation to which you receive a fee from a third-party advertiser or sponsor);
      2. Editorial Use: when an image is used in conjunction with, and to illustrate, a news related story or any non-commercial text demanding imagery. Examples include magazines, newspapers, features and books. When deciding on the editorial use of the content and considering privacy laws, a User should ask the following questions:
        1. does there exist "a reasonable expectation that one could be photographed by the general public without the person's knowledge"?
        2. is there ‘newsworthiness’ of the subject? Editorial use of a photograph is found in a newsworthy item. Courts traditionally have defined public interest or newsworthiness in liberal and far reaching terms. It is not limited to dissemination of news in the sense of current events, but extends far beyond that to include all types of factual, educational and historical data, or even entertainment and amusement, concerning interesting phases of human activity in general. However, a User needs to be careful when deciding on the newsworthiness of the subject.
        3. what is the relationship between the photographer and the subject? The special relationship between the photographer and the person that hired him has been upheld in court cases, especially those involving weddings.
        4. how much "orchestration" was necessary in order to capture the photo? The idea is that the more involved the photographer and subject are in coordinating how photos are taken, the more "invasive" the photographer is on the privacy rights of the subject. if the subject is directed in a controlled situation, he is no longer acting on his own accord--he's doing what he's told to do--so photos of him may not necessarily be representative of him. Even if he's agreeing to be photographed, he still maintains some rights of privacy.
  7. Responsibilities of Parties
    1. The Licensee will be responsible for the acquisition of any permissions, licences, software, telecommunications lines and equipment to enable the Licensee to receive the Licensed Content and/or to retrieve the Licensed Content from the Website.
    2. The Licensee shall examine all Licensed Content for possible defects (digital or otherwise) before sending any Licensed Content for Copying. Lobster shall not be liable for any loss or damage suffered by the Licensee or any third party, whether directly or indirectly, caused by any alleged or actual defect in any Licensed Content or its caption or in any way from its Copying.
    3. The Licensee shall:
      1. take all necessary measures to safeguard the Intellectual Property Rights of the Seller in the Licensed Content;
      2. be solely responsible for determining and obtaining before publication any release, consents or licenses required for any proposed use of the Licensed Content;
      3. take all necessary steps to ensure that the Licensed Content and the Licensee’s use thereof complies with all laws, registrations, Directives and guidelines, and the principles enunciated in the Press Complaints Commission Code of Practice;
      4. ensure that all copies of the Editorial Licensed Content bear the copyright symbol © accompanied by relevant author’s name (as applicable) and the year of first publication of the Licensed Content;
      5. use its best efforts to ensure that any third party to whom the Licensee makes the licensed Content available: (i) abides by the terms and conditions of this Licence; and (ii) does not Copy, redistribute, retransmit, publish or republish or otherwise exploit the Licensed Content except as permitted hereunder;
      6. if any Licensed Content (other than Editorial Content) features a model or property inconnection with a subject that would be unflattering or controversial to a reasonable person, accompany each such use with a statement that indicates that the Licensed Content is being used for illustrative purposes only, and any person depicted in the Licensed Content (if any) is a model;
      7. maintain a strong firewall to safeguard against unauthorised access to the Licensed Content.
  8. Termination
    1. This Agreement is effective until it is terminated. The Licensee can terminate the Agreement by destroying the Content and any Permitted Derivative Works, along with any copies or archives of it or accompanying materials (if applicable), and ceasing to use the Content for any purpose. The Agreement also terminates without notice from the Seller if at any time the Licensee fails to comply with any of its terms. Upon termination, the Licensee must immediately (i) cease using the Content and for any purpose; (ii) destroy or delete all copies and archives of the Content or accompanying materials.
    2. The Seller reserves the right to elect at a later date to revoke or amend the license granted by this Agreement and replace the Content with an alternative for any reason. Upon notice, sent to the address or contact information provided by the Buyer and/or Licensee, or such other address as you may advise in writing to use, from time to time, of such replacement, the license for the replaced Content immediately terminates for any products that do not already exist, and this license automatically applies to the replacement Content. The Licensee agrees not to use the replaced Content, or any Permitted Derivative Works, for future products and to take all reasonable steps to discontinue use of the replaced Content, or any Permitted Derivative Works, in products that already exist.
    3. Upon notice from the Seller, or upon Licensee’s knowledge that any Content is subject to a threatened, potential or actual claim of infringement of another's right for which the Seller may be liable, the Licensee must immediately and at his/her own expense (i) stop using the Content; (ii) delete or remove the Content from his/ her premises, computer systems and storage (electronic or physical); and (iii) ensure that his/her clients, printers or ISPs do likewise. The Seller shall provide the Licensee with replacement Content free of charge, subject to the other terms and conditions of this Agreement.
  9. Indemnity
    1. Each of the parties agrees to indemnify and hold Lobster, its shareholders, directors, officers, employees, agents and partners harmless from and against any third-party claim or cause of action, including reasonable attorneys' fees and court costs, arising, directly or indirectly, out of this Agreement or the provision of the Services by Lobster.
  10. Disputes
    1. Each party agrees that this Agreement and any claim, dispute or controversy arising out of in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law.
    2. Any dispute or claim arising out of or in connection with such matters (including non-contractual disputes or claims) will be subject to the exclusive jurisdiction of the courts of England and Wales.
  11. General
    1. This Agreement is agreed between the parties. No person (other than Lobster IT Limited in respect of the indemnity in clause 8) shall have any rights under or connection with this Agreement under the Contracts (Rights of Third Parties) Act 1999.
    2. If any court or competent authority decides that any term of this Agreement is held to be invalid, unlawful or unenforceable to any extent, such term shall, to that extent only, be severed from the remaining terms, which shall continue to be valid to the fullest extent permitted by law.
    3. Headings are for reference purposes only and in no way define, limit, construe or describe the extent or scope of such sections