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These Terms of Service (the "Terms") are a legal agreement between you and The Middle Frame, Inc. (the "Middle Frame," "we," "our," or "us"). Please read them carefully because they explain how you can use photos you license from us. Please also read our Website Terms of Service, available at www.themiddleframe.com/termsofservice, and our Privacy Policy, available at www.themiddleframe.com/privacypolicy, which are incorporated by reference as if fully stated herein. This Agreement also includes a binding arbitration agreement that requires arbitration of covered disputes.

When you download photos from The Middle Frame website, www.themiddleframe.com, (the "Photos"), you accept and agree to be bound by these Terms. If you do not agree with these Terms, please do not use our service. From time to time, and in its sole discretion, The Middle Frame may modify these Terms. Changes to the Terms will be posted here. By licensing Photos after any changes to the Terms, you agree to be bound to the Terms as modified.

1. LICENSE.

Except as stated in these Terms, The Middle Frame grants you an irrevocable, non-exclusive, non-transferable, non-sublicensable, worldwide right and license to use, reproduce, prepare derivative works based upon, distribute copies of, and publicly show the Photos in perpetuity for personal and other non-commercial purposes and advertising, marketing, promotional, and other commercial purposes, including for incorporation into merchandise intended to be offered for sale or distribution.

THIS LICENSE AUTHORIZES ONE (1) INDIVIDUAL TO LICENSE, DOWNLOAD AND USE PHOTOS FROM THE MIDDLE FRAME&39;S WEBSITE. EXCEPT AS STATED IN THESE TERMS, NO OTHER INDIVIDUAL MAY USE PHOTOS LICENSED BY YOU.

2. RESTRICTIONS ON USE OF THE PHOTOS. You may not:

a. Use any Photo in a way that conflicts with or exceeds the scope of these Terms;

b. Use any Photo in a way that violates any laws, rules or regulations or in a manner that is obscene, immoral, offensive, pornographic, defamatory or otherwise unlawful;

c. Use any Photo in a way that would permit others to download, extract or redistribute the photo as a standalone file;

d. Use any Photo (in whole or in part) as a trademark, service mark, or trade name or register a trademark, service mark, or trade name that uses any photo (in whole or in part);

e. Remove, hide or change any proprietary notices associated with any Photo;

f. Claim, expressly or impliedly, that you own or are the author of any Photo;

g. Use a Photo in a way that would infringe or otherwise violate the rights of others;

h. Use a Photo identified as "editorial use only" for any non-editorial purpose, including, but not limited to, commercial, promotional, endorsement, merchandising, or advertising purposes. Photos designated "editorial use only" may only be used to describe an event that is newsworthy (e.g., to report the news, discussion of current events) or of general interest to the public;

i. Change an "editorial use only" Photo in a way that changes the context of what&39;s depicted; and

j. Use a Photo in an editorial manner without attribution (i.e., a credit line) as stated on the Website.

3. OWNERSHIP.

All Photos licensed by The Middle Frame to you are owned by the contributors to The Middle Frame who supply the Photos or The Middle Frame (the "Contributors"). All rights not expressly granted in these Terms are reserved by The Middle Frame and the Contributors.

4. TERMINATION.

These Terms are effective until they are cancelled by either you or The Middle Frame. You can terminate this agreement by ceasing use of the Photo(s) and deleting or destroying any copies. We may terminate this agreement at any time if you fail to comply with any of the Terms or upon prior written notice to you. Upon termination, you must stop using the Photo(s), delete or destroy any copies of the Photos, and, upon The Middle Frame&39;s request, provide confirmation to The Middle Frame that you have deleted or destroyed the Photos.

5. RELEASE/INDEMNITY.

a. You hereby agree to release and forever discharge The Middle Frame and its successors and assigns, and its parents, subsidiaries, officers, directors, shareholders and employees, from any and all causes of action, liabilities, debts, damages, judgments, executions, rights, obligations and any claims whatsoever, including but not limited to, claims for compensation of any kind in connection with the exercise of any and all rights as set forth herein.

b. You agree to defend, indemnify and hold The Middle Frame, its successors, assigns, and licensees harmless from and against any and all claims made for, or losses, liabilities and expenses, including without limitation reasonable attorneys&39; fees incurred, arising from your breach of any of these Terms.

6. LIMITATION OF LIABILITY.

THE MIDDLE FRAME WILL NOT BE LIABLE TO YOU FOR ANY PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR OTHER SIMILAR DAMAGES, COSTS OR LOSSES ARISING OUT OF THESE TERMS. PLEASE NOTE THAT SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES OR LIABILITY.

7. ENTIRE AGREEMENT.

These Terms constitutes the sole and entire agreement of you and The Middle Frame with respect to the subject matter contained herein.

8. SEVERABILITY.

If any provision of these Terms is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) will be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect.

9. NO WAIVER.

The failure of you or us to enforce any right or provision in these Terms will not constitute a waiver of such right or provision unless acknowledged and agreed to by both you and The Middle Frame in writing.

10. ASSIGNMENT.

You may not assign these Terms without the prior written approval of The Middle Frame. The Middle Frame may freely assign these Terms. These Terms may be enforced by and are binding on and shall inure to the benefit of you and us and our respective successors and permitted assigns.

11. GOVERNING LAW.

These Terms will be governed by the laws of the State of Delaware, without reference to any applicable conflict of laws rules or provisions. Your and our rights and obligations are not governed by the United Nations Convention on Contracts for the International Sale of Goods.

12. ARBITRATION.

Any dispute, controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The arbitration shall be conducted in Delaware. Within fifteen (15) days after the commencement of arbitration, you and us shall select one (1) person to act as arbitrator and the two (2) selected shall select a third arbitrator, but if the arbitrators fail to agree upon the third arbitrator within ten (10) days after their appointment, the AAA shall select the third arbitrator. Any demand for arbitration must be filed within one (1) year after such dispute, claim or cause of action arose. Arbitrators may not award consequential, special or punitive damages. Unless required by law, neither a Party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of all Parties. TO THE EXTENT PERMITTED BY APPLICABLE LAW, ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE CONTRIBUTOR CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CONTRIBUTOR.