License Agreement

Effective April 16, 2018

The following is a legal agreement between a person purchasing or otherwise acquiring a license described below (“you”) and Focused and/or its affiliated and subsidiary entities acting as the licensor hereunder. This Agreement determines terms and conditions under which you use photos, vector images, illustrations or other materials (“File” or “Files”) downloaded on www.focusedcollection.com (“Site”) or otherwise made available to you through Focused. By downloading any File, you agree to be bound by the terms of this agreement (“Agreement”).

Focused reserves the right to make changes, additions, corrections and edits to this Agreement in separate parts or in whole at any time and you agree to be bound by such changes. Such changes are effective from the moment of their publication. If, for whatever reason, you disagree with this Agreement and do not accept its terms, you may not enter the Site and use its resources.

1. GENERAL PROVISIONS

1. Subject to the terms and conditions herein, Focused grants you a non-exclusive, perpetual, worldwide, non-transferable and non-sublicensable license to use and modify the File an unlimited number of times in whole or in part in the creation of a product within the scope of permitted uses but does not entitle you to the File’s copyright and/or intellectual property rights. All copyright and/or other intellectual property rights to the File are reserved by Focused and/or the contributor of the File.

2. All Files on the Site may be downloaded under Standard and/or Enhanced license. The type of license you get depends on the size of the purchased File:

1. Files of S and L sizes are licensed under Standard license;

1. Files of XL (original) size are licensed under Enhanced license.

1. Both Standard and/or Enhanced licenses may be purchased either for you or for your customer, provided that a license to each File needs to be re-purchased every time for each customer. If a license is purchased for your customer, all the rights in and to the Files under this Agreement will be granted directly to the customer.

2. Products containing Files may be provided to third parties for reproduction within the scope of the permitted uses. These third parties shall not receive any additional rights to the Files and cannot access the Files or extract them from materials you provided.

2. STANDARD AND ENHANCED LICENSES

1. The Standard license allows you to use the downloaded File for the creation of all kinds of products, except Products for Resale or Products for Free Distribution, where the File plays a major role in and adds value to it.

2. The Enhanced license is a multi-seat license that includes all permitted types of use under the Standard license and does not have any limits on the number of copies, prints or displays. Enhanced license allows you to purchase one or more add-ons to extend its scope, including the add-on for creation of Products for Resale or Products for Free Distribution where the File plays a major role in the product and adds value to it.

3. Features of licenses:

3. Add-ons to enhanced license

1. While purchasing Files under Enhanced license, you may choose one or more add-ons that extend its scope and conditions. These add-ons are not available for Files purchased under Standard license.

2. Add-on for creation of Products for Resale or Products for Free Distribution where the File plays a major role in the product and adds value to it.

1. The role a File plays in a product is determined by the value the File adds to the product and how much the File influences a customer’s decision to choose this particular product among similar products.

   A major role: A File is considered to play a major role in a product if the File is a primary, defining, or important part of the product, increases the intrinsic value of the product, or influences a customer’s preference for this particular product.

   A minor role: A File is considered to play a minor role in a product if the File is an incidental part of the product, does not add significant value to the product and does not influence a customer’s preference for this product.

2. Product for Resale: A product that will be distributed to raise commercial revenue (e.g., resale of web templates, T-shirts, books, calendars, etc.). A product created at the request of a client is not considered a Product for Resale. However, if you distribute or intend to distribute such a product to raise commercial revenue, it is considered a Product for Resale. While working on a project, please take into account the final use of the product before downloading a File, to determine the appropriate license to purchase.

3. Product for Free Distribution: A product that will be distributed to a wide audience without raising any commercial revenue (e.g., free web templates, postcards, flyers, etc.)

1. Extended indemnification add-on entitles you to receive compensation up to fifty thousand United States dollars (USD $50 000) in certain cases specified in the section “Warranties and Indemnification” below.

4. "EDITORIAL USE ONLY" FILES

1. Files marked “Editorial Use Only” are sold under a limited license, and are prohibited for commercial use or advertising. These Files may contain images of people without model releases, private property, famous trademarks and other protected elements for which special permissions may be required for commercial use or advertising.

2. When using such a File, you must take all possible and reasonable efforts to credit the copyright owner (Focused contributor), give attribution to Focused and post a link to www.focusedcollection.com (if applicable). The copyright notice must contain the following: “[Name or Nickname of the Contributor (author)] / focusedcollection.com".

3. Examples of permitted use:

1. Publishing: newspapers, magazines, etc.; articles and publications on blogs or websites, articles in encyclopedias, reference books, non-commercial use related to important events; non-commercial presentations, TV programs; documentary movies; news; personal use.

1. Examples of prohibited use:

1. Any commercial purposes; advertising; trademark or product promotions; etc.

5. PROHIBITED USE OF FILES

1. You may not:

1. Make the File available for free download on a shared drive, service, software or website for the purpose of exchanging, transferring or distributing;

2. Transfer, resell, sub-license, rent, donate or otherwise transfer the File or rights to it to third parties;

3. Create conditions under which the File may be extracted from a product;

4. Allow third parties access to the File for further use;

5. Use the unmodified File in an electronic format with resolution larger than the display resolution of the intended viewing device

6. Use a File marked "Editorial Use Only" for commercial purposes;

7. Use the File to create an official logo, company name, or trademark;

8. Use the File in a way that infringes the File’s intellectual property rights or a third party’s trademark or that would lead to a complaint about deceptive advertising or unfair competition;

9. Use the File for SPAM mailings;

10. Use the File in a way that competes with Focused business;

11. Display, use or post the File in a way that would lead to the conclusion that the model in the File approves of or endorses the items or services of any venture or trademark;

12. Show a person depicted in the File in sensitive scenarios that could reasonably be considered offensive or unflattering to that person (e.g., related to mental and physical deficits, sexual or implied sexual activity or preferences, crime, physical or mental abuse or ailments);

13. Use the File for pornographic, illegal or immoral purposes;

14. Use the File in items or products that could embarrass or humiliate a person or model in the File;

15. Use the File for advertisement or promotion of tobacco or alcohol products;

16. Display, use or post the File in a way that would lead to the conclusion that the model in the File approves of or endorses any political party, policy, candidate, or elected official.

1. Any forbidden use of the File shall be considered as copyright infringement. You shall be liable for all damages caused by copyright infringement, including any claims made by third parties. Also, Focused reserves the right to recall your license of any File you have used in a manner considered as copyright infringement.

6. SEAT RESTRICTIONS

1. Standard license is a single-seat license. You may not grant access to the Files downloaded under Standard license to any third parties, including your employees or co-workers, unless otherwise authorized by Focused upon your request.

2. Enhanced license is a multi-seat license. If different members of a team within the same organization need access to a File, Enhanced license is required. It allows you to grant an unlimited number of authorized persons access to Files. These authorized persons must be your employees or co-workers.

3. Notwithstanding the foregoing, both Standard and Enhanced licenses authorize only one (1) person to be a registered user and download and use Files. If you require an account that may be simultaneously used by multiple users, please contact us.

4. Focused reserves the right to monitor your account and block access in the event that persons accessing the Files are not your employees or co-workers. In addition, Focused has the right to take measures preventing you from sharing your account data or allowing unauthorized users access to it.

5. You agree to take all possible steps to prevent your employees or co-workers from using Files for their personal use. Nothing in this Agreement shall be deemed as a grant of any license, intellectual property rights and/or any other rights to your authorized persons under multi-user Enhanced license.

7. DURATION OF THE AGREEMENT

1. Your rights to use the File are subject to this Agreement, and you shall enter into this Agreement after having downloaded any File. You have the right to use the downloaded File provided that there are not any overdue payments, chargebacks or returned payments by credit card or check on your account. If your account becomes overdue, you shall lose rights to use the downloaded File until the overdue balance is paid in full, and you must stop using the File or any derivative work and take all necessary efforts to stop using them until the overdue balance is paid in full. In addition, you shall reimburse Focused for all reasonable expenses (including attorneys’ fees) incurred in the collection of the overdue payments. Focused reserves the right to revoke or modify any license granted by this Agreement or replace any File with a similar/alternative one for any reason.

8. Independent audit

1. Focused reserves the right to audit use of the File to verify your compliance with this Agreement. You shall make all applicable documents available for such verification. Any such audit shall be carried out at the expense of Focused, unless such audit discloses your overdue payment. In such case, you shall pay your overdue payment in full together with interest costs incurred during the audit period.

9. WARRANTIES AND INDEMNIFICATION

1. Focused warrants and guarantees that the File uploaded and used in full compliance with this Agreement does not infringe any copyrights, moral, and intellectual property rights, trademarks, or any third parties’ rights of privacy or publicity.

2. With respect to Files marked “Editorial Use Only,” Focused makes no warranty or guarantee as to the use of people, trademarks, logos, artwork or architecture depicted on such Files. Despite the fact that Focused makes all reasonable efforts to ensure the accurate descriptions of Files marked “Editorial Use Only,” Focused cannot guarantee the accuracy of such information.

3. You shall be responsible for using the File and obtaining appropriate licenses for its use. By uploading Files to the Site, Focused contributors (authors) guarantee and ensure that they have all necessary copyrights to them. Focused is an authorized agent, which distributes and licenses Files uploaded by contributors.

4. Files on the Site are provided “as is” without warranty of any kind. You assume all risks associated with the quality and the use of the File. Focused shall not be liable for any damages, expenses and losses incurred as a result of your use of the File.

5. You agree to indemnify and hold Focused, its officers, employees, shareholders, directors, managers, members, and contributors harmless against any damages or liability of any kind arising from your use of the File or permitted derivative work. You further agree to indemnify Focused for all costs and expenses that Focused incurs in enforcing the terms of this Agreement.

6. TOTAL MAXIMUM AGGREGATE OBLIGATION AND LIABILITY OF FOCUSED FOR ALL CLAIMS SHALL BE LIMITED TO TWENTY-FIVE THOUSAND UNITED STATES DOLLARS (USD $25 000). FOR ENHANCED LICENSE FILES PURCHASED WITH A RESPECTIVE ADD-ON, TOTAL MAXIMUM AGGREGATE OBLIGATION AND LIABILITY OF FOCUSED FOR ALL CLAIMS SHALL BE LIMITED TO FIFTY THOUSAND UNITED STATES DOLLARS (USD $50 000).

10. Miscellaneous

1. You warrant and guarantee that you have the full right and authority to enter into this Agreement. If you do not have such a right and authority, all your Site activity will be considered a breach of this Agreement.

2. The validity, interpretation and enforcement of this Agreement, matters arising out of or related to performance or breach of this Agreement, and related matters shall be governed by the internal laws of the State of New York (without reference to choice of law doctrine). Any legal action or proceeding concerning the validity, interpretation and enforcement of this Agreement, matters arising out of or related to performance or breach of this Agreement, and related matters, shall be brought exclusively in the State or Federal courts located in the State and County of New York. All parties consent to the exclusive jurisdiction of those courts, waiving any objection to the propriety or convenience of such venues. The United Nations Convention on Contracts for the International Sale of Goods does not apply to or otherwise affect this Agreement.

3. This Agreement constitutes the entire agreement between you and Focused with regard to the subject matter hereof. No waiver, consent, modification or change of terms of this Agreement shall bind Focused unless in writing signed by Focused. By entering into this Agreement, you waive terms set forth in any similar document that are in addition to or at variance with the terms of this Agreement. All such terms are considered by Focused as significant changes of this Agreement and are rejected. If you execute a separate agreement with Focused, concluded with a wet stamp, Focused has the right to change the list of permitted and forbidden ways of using the File. Any such changes will be described and recorded in the amended agreement; however, these changes will not be made to the common Agreement published on the Site.

4. If Focused commences any action or proceeding against you to enforce or interpret this Agreement, Focused shall not be liable for any fees, expenses and attorneys’ fees (including all related costs and expenses), incurred in connection with such action or proceeding and in connection with obtaining and enforcing any judgment or order thereby obtained.

5. This Agreement and the rights and obligations hereunder, may not be assigned, in whole or in part by you, without the prior written consent of Focused, and any unauthorized assignment or transfer shall be prosecuted.

6. This Agreement and all related documents are written in English. Any translation hereof or of any versions in a language other than English shall be for convenience only. In the event of any discrepancy between this English version and any other version, the English version shall supersede.

7. Captions and headings contained in this Agreement have been included for ease of reference and convenience and shall not be considered in interpreting or construing this Agreement.

8. By downloading the File, you acknowledge that you have read this Agreement and agree with the other documents governing the work of the Site and the use of Files.

9. Depending on your billing address (indicated in your user profile), IP-address and other similar criteria, your invoices may be payable to Focused Inc. or its affiliated and subsidiary entities acting as the licensor hereunder. By entering into this Agreement, you verify that information you provided to determine your country of residence or registration is complete, true and accurate.

BY ENTERING INTO THIS AGREEMENT, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT AND HAD AN OPPORTUNITY TO SEEK INDEPENDENT LEGAL ADVICE PRIOR TO ENTERING INTO THIS AGREEMENT. IN CONSIDERATION OF FOCUSED AGREEING TO PROVIDE THE FILES, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.

IN THE EVENT OF A BREACH OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, FOCUSED RESERVES THE RIGHT (WITHOUT PRIOR NOTICE) TO SUSPEND YOUR ACCOUNT AND RECALL LICENSES ON DOWNLOADED FILES.

If you have any doubts as to whether the intended file use is covered by a chosen license, please contact our support service for clarification before downloading any file.

Effective April 16, 2018