TERMS

terms & condition

TERMS.md

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+# Unsplash Dataset Terms
+
+These Unsplash Dataset Terms (these “**Terms**”) comprise a legal agreement between Unsplash Inc. (“**Unsplash**,” “**us**,” “**we**,” or “**our**”) and you, and describe the rules you must follow when accessing or using the Unsplash Lite Dataset or Full Dataset (each defined below, and collectively, “**Datasets**”) and related documentation made available by Unsplash to you as described below.
+
+BY CLICKING “I AGREE” OR DOWNLOADING OR OTHERWISE USING ANY DATASET, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS.
+
+## 1. Your Relationship with Unsplash
+
+A. **Legal Agreement**. Your use of the Datasets is subject to these Terms, together with any other documents or terms incorporated into these Terms or provided to you by Unsplash in connection with the Datasets (the “**Policies**”). If there is any contradiction between these Terms and the other Policies, then these Terms will take precedence with respect to the contradicting terms, but solely regarding your use of the Datasets.
+
+B. **Changes to the Terms**. Unsplash reserves the right, at Unsplash’s discretion, to change these Terms on a going-forward basis at any time; provided that the version in effect at the time that you download a Dataset shall govern your use of the Licensed Data (as defined below) in that Dataset.
+
+C. **Organization**. If you use any of the Datasets on behalf of a business, you represent to Unsplash that you have the authority to bind that business and your acceptance of these Terms will be treated as acceptance by that business. In that event, “you” and “your” will refer to that business in these Terms.
+
+## 2. Licenses
+
+A. **Lite Dataset**. If Unsplash provides you access to the “**Lite Dataset**”, subject to your ongoing compliance with these Terms, Unsplash grants you a non-exclusive, non-transferable, non-sublicensable license to download and store any photos, images, or other data contained in the Lite Dataset (collectively, the “**Commercial Licensed Data**”) and internally use the Commercial Licensed Data to train machine learning models or algorithms for your internal business purposes.
+
+B. **Full Dataset**. If Unsplash provides you access to the “**Full Dataset**”, subject to your ongoing compliance with these Terms, Unsplash grants you a non-exclusive, non-transferable, non-sublicensable, non-commercial license to download and store any photos, images, or other data contained in the Full Dataset (collectively, the “**Non-Commercial Licensed Data**” and, together with the Commercial Licensed Data, the “**Licensed Data**”)  to train machine learning models or algorithms for non-commercial usage only. Any machine learning models or algorithms that have been trained with or otherwise processed Non-Commercial Licensed Data must not be used for commercial purposes.
+
+C. **Changes to the Datasets**. Unsplash reserves the right, at Unsplash’s sole discretion, to update, modify, or otherwise change Datasets on a going-forward basis at any time. Access to any such updated Datasets is subject to Unsplash’s prior approval. Notwithstanding the foregoing, if Unsplash notifies you (whether via email or otherwise) that any of the Licensed Data, in whole or in part, is the subject to of an intellectual property dispute (“**Disputed Content**”), then you must immediately delete all copies of such Disputed Content in your possession or under your control and your license under these Terms to such Disputed Content will terminate effective upon such notice.
+
+## 3. Restrictions
+
+You must not, without Unsplash’s written permission:
+
+A. disclose, deliver, disseminate, or publish any portion of the Licensed Data in any manner;
+
+B. sublicense, resell, relicense or redistribute the Licensed Data in whole or in part;
+
+C. use the Licensed Data in any way that is defamatory, libelous, unlawfully threatening or unlawfully harassing;
+
+D. use the Licensed Data in any way that infringes Unsplash’s or any other third party’s copyright, patent, trademark, trade secret, or other proprietary rights or rights of publicity or privacy;
+
+E. use the Licensed Data in a manner which violates any law, statute, ordinance, or governmental regulation; or
+
+F. publish or publicly disclose the results of any comparison of the Datasets or Licensed Data to similar datasets.
+
+## 4. Compliance with the Terms
+
+You may access and use the Datasets solely in accordance with these Terms (including all applicable Policies). In accordance with Section 13 (Termination), Unsplash may suspend or terminate your license to the License Data  upon immediate notice for non-compliance with these Terms.
+
+## 5. Compliance with Laws and Third Party Rights
+
+Your access to, and use of, the Licensed Data will comply with, and you will require those acting on your behalf to comply with (and not encourage, require, or enable them to violate), all applicable laws , rules and regulations, and all third-party rights. You will not use, or encourage, require, or enable others to use, the Licensed Data in a manner that encourages or promotes illegal activity; is deceptive, unethical, false or misleading; or infringes or violates third-party rights, including intellectual property rights.
+
+## 6. Proprietary Rights Notices
+
+You agree that you will not remove, obscure, or alter any proprietary rights notices (including copyright and trademark notices or Terms of Service links) that may appear on, or be provided through, the Licensed Data. You grant Unsplash a royalty free license to reproduce and publicly display your company name and/or logo for the purpose of promoting the data license program on any website owned or controlled by or on behalf of Unsplash, within the Service, Unsplash’s social media channels, Unsplash’s internal corporate documents and presentations, and other related marketing materials and marketing collateral, whether online or offline, and through any medium and using any technology, whether now known or hereafter created, selected by Unsplash in its sole discretion.
+
+## 7. Ownership; No Implied Rights
+
+Ownership; No Implied Rights. Except as expressly granted herein, neither party through this Agreement grants the other party any intellectual property rights or other propriety rights. As between you and Unsplash, Unsplash and its applicable licensors retain all intellectual property rights (including all patent, trademark, copyright, trade secret, and other proprietary rights) in and to the Licensed Data, Datasets and documentation and specifications. All license rights granted in these Terms are not sublicensable, transferable or assignable unless otherwise stated in these Terms.
+
+## 8. Non-exclusive
+
+These Terms constitute a non-exclusive agreement. You acknowledge that Unsplash may be developing, and may develop in the future, products or services that compete with the Datasets or any other products or services, and we have no obligation to make any of these products or services available to you.
+
+## 9. Indemnification
+
+To the fullest extent permitted by law, you will indemnify and hold Unsplash, its affiliates, and any of their respective officers, directors, employees, agents, shareholders, licensors, licensees, assigns, or successors harmless against any claim, costs, losses, damages, liabilities, judgments, fees (including reasonable fees of attorneys and other professionals), and expenses arising out of or in connection with any claim, action or proceeding (any and all of which are “**Claims**”) by a third party arising out of:
+
+A. access to, or use of, any Licensed Data or Datasets by you or those acting on your behalf;
+
+B. violation of these Terms, or violation or infringement of any third-party right, including any intellectual property or other proprietary right, privacy right, or right of publicity, by you or those acting on your behalf;
+
+C. the development, operation, maintenance, or use of any machine learning models or algorithms that have been trained with or otherwise processed Licensed Data; or
+
+D. any content, data, technology or materials provided or contributed by you or those acting on your behalf. You must not settle any Claim without Unsplash’s prior written consent.
+
+## 10. Exclusion of Warranties
+
+TO THE FULLEST EXTENT PERMITTED BY LAW:
+
+A. YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE DATASETS AND LICENSED DATA IS AT YOUR SOLE RISK AND THAT THE DATASETS ARE PROVIDED “AS IS” AND “AS AVAILABLE.”
+
+B. UNSPLASH, ITS AFFILIATES AND LICENSORS, AND THEIR SUPPLIERS, DO NOT REPRESENT OR WARRANT TO YOU THAT: (i) THE DATASETS AND/OR THE LICENSED DATA WILL MEET YOUR REQUIREMENTS; (ii) THE DATASETS AND/OR THE LICENSED DATA WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (iii) THE DATASETS AND/OR THE LICENSED DATA WILL BE ACCURATE, RELIABLE, COMPLETE OR OTHERWISE VALID; OR (iv) DEFECTS IN THE OPERATION OR FUNCTIONALITY OF THE DATASETS AND/OR THE LICENSED DATA, INCLUDING ANY SOFTWARE, CODE, CONTENT, DATA, SUPPORT OR ANYTHING ELSE PROVIDED TO YOU AS PART OF OR IN CONNECTION WITH THE DATASETS AND/OR THE LICENSED DATA, WILL BE CORRECTED.
+
+C. ANY PHOTOS OR OTHER CONTENT OR DATA CONTAINED IN THE DATASETS IS AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM(S) OR DEVICE(S), LOSS OF DATA, OR ANY OTHER DAMAGE OR INJURY THAT RESULTS FROM ANY ASPECT OF THE DATASETS OR LICENSED DATA.
+
+D. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US, OR THROUGH OR FROM THE DATASETS, WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.
+
+E. UNSPLASH, ITS AFFILIATES AND LICENSORS, AND THEIR SUPPLIERS FURTHER EXPRESSLY DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
+
+## 11. Disclaimer for Third Party Content, Websites and Services
+
+The content accessible through the Datasets includes photos, graphics, text, and other materials (collectively, “**Content**”). Such Content may come from a variety of sources and is the sole responsibility of the person or entity that submits the Content under the Unsplash Terms & Conditions. We are a provider of hosting services for Content and are not responsible for the availability, accuracy, usefulness, safety, or legality of such Content, including Content that may be offensive, indecent, defamatory, objectionable, or that may violate third-party rights or applicable laws or regulations.
+
+## 12. Limitation of Liability
+
+A. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH OF UNSPLASH, ITS AFFILIATES AND LICENSORS, AND THEIR SUPPLIERS, IS NOT RESPONSIBLE FOR LOST PROFITS, REVENUES, OR DATA, FINANCIAL LOSSES OR INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR OTHER LIABILITY, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE. IN ALL CASES, TO THE FULLEST EXTENT PERMITTED BY LAW, UNSPLASH WILL NOT BE LIABLE FOR ANY SUCH LOSS OR DAMAGE WHETHER OR NOT UNSPLASH, ITS AFFILIATES AND LICENSORS, OR THEIR SUPPLIERS HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES OR DAMAGES. TO THE FULLEST EXTENT PERMITTED BY LAW, UNSPLASH’S TOTAL AGGREGATE LIABILITY UNDER OR ARISING OUT OF THE TERMS IS LIMITED TO THE GREATER OF: (I) THE FEES PAID BY YOU FOR USE OF THE DATASETS IN THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY; AND (II) $100.
+
+B. TO THE FULLEST EXTENT PERMITTED BY LAW, UNSPLASH IS NOT LIABLE FOR ANY DAMAGES THAT MAY RESULT FROM (I) REMOVING, MODIFYING, SUSPENDING OR TERMINATING ANY ASPECT OF THE DATASETS OR LICENSED DATA, INCLUDING ANY OR ALL FEATURES, FUNCTIONS, OR VERSIONS OF ANY OF THE DATASETS OR LICENSED DATA, AND DATA UNSPLASH MAKES AVAILABLE TO YOU OR ANY VIDEO CONTENT (IN WHOLE OR IN PART);  OR (II) PROVIDING SUPPORT OR MODIFICATIONS TO THE DATASETS OR LICENSED DATA.
+
+## 13. Termination.
+
+A. Any rights granted to you in these Terms will terminate automatically without notice if you fail to comply with any provision of these Terms.  It is solely your responsibility at all times to be prepared to conduct your business without access to any aspect of the Datasets. Upon any suspension, termination or notice of any discontinuance, you will immediately stop and thereafter desist from using all Licensed Data and delete any and all copies of Licensed Data in your possession or control. We are under no obligation to provide the Datasets.
+
+B. You may terminate these Terms by discontinuing your use of the Datasets at any time. You do not need to specifically inform us when you stop using and accessing the Datasets and Licensed Data where otherwise required under this Terms.
+
+C. The following Sections of these Terms will continue to apply indefinitely even upon any termination or expiration of the Terms: 1, 2.C, 3, 7, and 9 – 15.
+
+## 14. General Legal Terms
+
+A. The Terms, with the Policies, control the relationship between you and us and constitute the entire agreement between you and Unsplash with respect to the matters described in these Terms. We may deny or grant in our sole discretion for any or no reason any consents, approvals, or permissions that are expressly contemplated under these Terms or otherwise requested by you.
+
+B. Except as stated in Section 9, these Terms create no third party beneficiary rights. A party’s failure to enforce a provision is not a waiver of its right to do so later. If a provision is found unenforceable, then the remaining provisions of these Terms will remain in full effect and an enforceable term will be substituted reflecting our intent as closely as possible. You may not assign any of your rights in these Terms, and any such attempt is void, but Unsplash may assign its rights to any of its affiliates or subsidiaries, or to any successor in interest of any business associated with the Datasets or Licensed Data. Unsplash and you are not legal partners or agents; instead, our relationship is that of independent contractors.
+
+## 15. Governing Law, Dispute Resolution and Arbitration
+
+A. **Residents of Canada**. If you are a resident of Canada, this Section 15.A applies to you:
+
+  i. *General*. These Terms and any action related thereto will be governed by the laws of the Province of Quebec, Canada, without regard to its conflict of laws provisions. Subject to the rest of this Section 15.A, the exclusive jurisdiction and venue of any action in relation to this Agreement will be the District of Montreal and each of us waives any objection to jurisdiction and venue in these courts; except that, in the event of the actual or threatened infringement, misappropriation, or violation of our intellectual property rights, we may pursue legal proceedings in any jurisdiction of our choosing.
+
+  ii. *Arbitration*. Each of us agrees that any dispute, claim, or controversy arising out of or relating to these Terms or the use of the Service will be settled exclusively by binding arbitration, except that each of us retains the right to bring an individual action in small claims court and the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of intellectual property rights. You acknowledge and agree that you are waiving the right to participate as a plaintiff in any purported class action or representative proceeding. Unless both you and we otherwise agree in writing, the arbitrators may not consolidate more than one person's claims, and may not otherwise preside over any form of any class or representative proceeding. If this Section 15.A.ii is held unenforceable, then the entirety of Section 15.A will be deemed void.
+
+  iii. *Arbitration Rules*. The arbitration will be subject to article 940 and following of the Code of civil Procedure (Quebec).
+
+  iv. *Arbitration Location*. Unless you and we otherwise agree, the arbitration will be conducted in Montreal, Quebec.
+
+  v. *Decision*. The arbitrators will render an award within the time frame specified in the Code of Civil Procedure (Quebec). The decision will include the essential findings and conclusions upon which the arbitrators based the award. Judgment on the arbitration award may be entered in any court having jurisdiction to do so. Any damages granted by the arbitrators must be consistent with the terms of Section 12 as to the types and the amounts of damages for which a party may be held liable.
+
+  vi. *Fees*. The arbitrators will determine who is responsible to pay the fees associated with the arbitration.
+
+B. **Residents of the US and Other Countries**. If you are a resident of the United States, or any other country outside of Canada, the United Kingdom, or the European Union, this Section 15.B applies to you:
+
+  i. *Generally*. In the interest in resolving disputes between you and us in the most efficient and cost effective way, you and we agree to resolve any and all disputes arising in connection with these Terms or your use of the Service by binding arbitration. Arbitration is less formal than a lawsuit in court. It uses a neutral arbitrator instead of a judge or jury, may allow for limited discovery (i.e., pre-trial fact finding) than in court, and usually is not appealable in court. Arbitrators can award the same damages and relief that a court can award. Our agreement to arbitrate claims arising out of or relating to any aspect of these Terms, includes all claims, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether the claims arise during or after the termination of these Terms. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND UNSPLASH ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION LAWSUIT.
+
+  ii. *Exceptions*. Notwithstanding Section 15.B.i, we both agree that nothing in these Terms waives or limits either of our right to (i) bring an individual action in small claims court, (ii) pursue enforcement actions through federal, state, or local agencies, (iii) seek injunctive relief or other provisional relief in aid arbitration from a court of law, or (iv) to file a lawsuit in a court of law to address intellectual property claims.
+
+  iii. *Arbitrator*. Any arbitration between us will be held under the Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes (collectively, “**AAA Rules**”) of the American Arbitration Association (“**AAA**”), as modified by these Terms, and will be administered by the AAA. If you would like a copy of the AAA Rules, they are available online at www.adr.org, by calling the AAA at 1-800-778-7879.
+
+  iv. *Notice and Process*. If one of us intends to seek an arbitration, then they must first send a written notice of the dispute to the other party, by certified mail or Federal Express (signature required), or, if we don’t have a physical address on file for you, by email (“**Notice**”). Our address for Notice is: `Unsplash, Inc., 500—400 rue McGill, Montréal, QC, H2Y 2G1, Canada`. Any Notice must (a) describe the nature and basis of the claim or dispute, and (b) describe the specific relief requested (“**Demand**”). You and we agree to use good faith efforts to resolve any claim directly, but if we don’t reach a resolution within 30 days after the Notice is received, you or we may start arbitration proceedings. During the arbitration proceeding, the amount of any settlement offers by you or us will not be disclosed to the arbitrator until after the arbitrator makes a final decision and award (if any). If our dispute is resolved through arbitration in your favor, we will pay you the greater of: (i) the amount awarded by the arbitrator (if any), (ii) the last written settlement offered by us to settle the dispute prior to the arbitrator’s award, and (iii) $10,000.
+
+  v. *Fees*. If you commence arbitration under these Terms, we will reimburse you for your payment of the filing fee if your claim is for $10,000 or less. Otherwise, the payment of filing fees will be decided by the AAA Rules. If your claim is for $10,000 or less, you can choose whether the arbitration is conducted (i) solely on the basis of documents submitted to the arbitrator, (ii) via telephone, with no in-person hearings, or (iii) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. If your claim is for more than $10,000, the arbitration hearings will take place at a location that we agree upon in Los Angeles County, California. If the arbitrator rules that the substance of your claim or the relief you seek in the Demand is frivolous or brought for an improper purpose (as measured by the standards in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules and you agree to reimburse us for any amounts we previously paid but for which you are obligated to pay under the AAA Rules. The arbitrator will issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award (if any) are based. The arbitrator may make rulings and resolve disputes regarding the payment of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.
+
+  vi. *No Class Actions*. YOU AND WE EACH AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR OUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Unless you and we agree otherwise, the arbitrator cannot consolidate more than one person’s claims and may not preside over any form of representative or class proceeding.
+
+  vii. *Modifications*. If we make any future changes to this arbitration agreement (other than a change to our address for Notice), you can reject the changes by sending us written notice (to our address for Notice) within 30 days of the change. If you do so, your account on the Service will immediately terminate and this arbitration agreement, as in effect immediately prior to the amendments you rejected, will survive termination.
+
+  viii. *Enforceability*. If Section 15.B.vi is found to be unenforceable, or if the entirety of the arbitration agreement in this Section 15.B is found to be unenforceable, then this Section 15.B will be null and void and, if this happens, you and we agree to submit any disputes arising in connection with these Terms or your use of the Service in the exclusive jurisdiction described in Section 15.C.
+
+C. **Residents of the United Kingdom and the European Union**. If you are a resident of the United Kingdom or the European Union, this Section 15.C applies to you. This Agreement is governed by the laws of England and Wales. The courts of England and Wales will have non-exclusive jurisdiction for resolution of any lawsuit or court proceeding permitted under this Agreement, which means that as a consumer you may only bring any lawsuit or court proceedings against us in a court in your country of residence of the courts of England and Wales. If Unsplash wishes to enforce any of its rights against you, we may do so only in the courts of your country of residence. In addition, please note that disputes may be submitted for online resolution to the [European Commission Online Dispute Resolution platform](https://ec.europa.eu/consumers/odr/main/index.cfm?event=main.home2.show&lng=EN).
+
+D. **Governing Law**. If you are a resident of the United States or any other country outside of Canada, the United Kingdom, or the European Union, our agreement under these Terms is governed by the laws of New York, without regard to its conflict of laws principles. If a lawsuit is permitted under these Terms, you and we agree to the exclusive jurisdiction of the state and federal courts located in New York County, New York.