WYNSTOCK TERMS OF SERVICE
These Terms of Service ("Service Terms") are a legal agreement between you, or the employer, client, or other entity on whose behalf you enter into this agreement ("you" or "Customer"), and Lulo Film, Inc., a Florida corporation doing business as Wynstock ("Wynstock"). These Service Terms govern your account, purchase and use of licenses, and use of photos, videos, and other content made available through the Wynstock website (the "Site"). They operate together with the Wynstock Terms of Use, the individual webpage on the Site where the applicable Content is displayed and offered for licensing (the "Content Detail Page"), your order confirmation, and the applicable license terms. Please read them carefully before using the Site or any Content.
1. ACCEPTANCE OF TERMS
By creating an account, purchasing a license, downloading Content, or using Content, you agree to be bound by these Service Terms. Before completing a purchase, you will be presented with or given access to the applicable license agreement and must affirmatively accept it. By checking the acceptance box and selecting the button that completes the purchase, you electronically sign and agree to the Service Terms and applicable license agreement. If you do not agree, you may not complete the purchase, download, or use the Content.
2. CHANGES TO THESE SERVICE TERMS
Wynstock may modify these Service Terms from time to time. Revised terms become effective when posted on the Site unless a later date is stated. Your continued use of the Site after the effective date constitutes acceptance of the revised terms. Changes will not retroactively reduce rights granted under a license purchased before the revised terms became effective, except where required by law or agreed in writing.
3. RELATIONSHIP TO OTHER TERMS
Your use of Content is governed by these Service Terms, the Wynstock Terms of Use, the applicable license agreement accepted at checkout, the Content designation and restrictions displayed on the Content Detail Page at the time of licensing, and your order confirmation. If a conflict exists, any special restriction in the order confirmation controls first, followed by the Content designation and asset-specific restrictions on the Content Detail Page, the applicable license agreement, these Service Terms, and then the Terms of Use. The Editorial designation always controls whether Content may be used commercially.
4. ACCOUNT REGISTRATION AND SINGLE USER ACCESS
You may be required to register for an account and must provide accurate, current, and complete information. Account credentials are limited to one authorized individual and may not be shared. You are responsible for protecting your password and for activity conducted through your account. This account restriction does not prevent you from sharing an unmodified licensed asset with authorized employees or contractors when the applicable license permits it and they are contractually required to comply with the license terms.
If you act on behalf of an employer, client, or other entity, you represent that you have authority to bind that entity. A license may be transferred to only one client or employer when permitted by the applicable license. A separate license is required for each additional client or employer.
5. DEFINITIONS
"Asset" means an individual photo, video, or other item of Content licensed from the Site.
"Commercial Content" means Content designated on the Site as available for commercial licensing, subject to the applicable license and any stated restrictions.
"Content" or "Visual Content" means the photos, videos, animations, graphics, drawings, vectors, and other visual material offered for licensing through the Site.
"Editorial Content" means Content identified as "Editorial Use Only," "Editorial Content," or by a similar designation. Editorial Content may depict recognizable people, storefronts, trademarks, trade dress, artwork, buildings, products, events, private property, or other protected elements for which third-party releases or permissions may not have been obtained.
"Editorial Use" means use solely in a truthful, newsworthy, documentary, cultural, educational, or public-interest context that is accurate and not misleading.
6. GENERAL LICENSE GRANT
Subject to your affirmative electronic acceptance of the applicable license agreement, payment of all applicable fees, and continued compliance with these Service Terms, Wynstock grants you a limited, non-exclusive right to use the licensed Content as permitted by the license type, Content designation, order confirmation, and any restrictions shown on the Site. Except for the limited transfer to one client or employer expressly permitted under an applicable license, licenses are non-transferable and non-sublicensable. No ownership interest in the Content is transferred to you.
Unless a specific order or written license states otherwise, permitted rights may be exercised worldwide and for an indefinite period. Any use outside the express license grant requires a separate written license from Wynstock.
7. LICENSE OPTIONS
7.1 Standard License
Subject to the applicable license terms, a Standard license permits you to:
- Reproduce up to 100,000 copies of the Asset in all media, including product packaging, printed marketing materials, digital documents, or software.
- Include the Asset in email marketing, mobile advertising, or a broadcast or digital program when the expected audience is fewer than 100,000 viewers.
- Post the Asset on a website or social media platform without a limit on views.
- Include the Asset within certain products, such as inside a textbook, when the Asset is not the primary value of the product and the product is reproduced no more than 100,000 times.
- Share the unmodified Asset with your authorized employees and contractors who are contractually required to comply with the applicable license terms.
- Transfer the license to one client or employer, subject to the applicable license terms.
A Standard license does not permit you to:
- Distribute, sublicense, sell, share, or otherwise make the stand-alone Asset file available, except to authorized employees and contractors as stated above.
- Create merchandise, templates, or other products for resale or distribution when the Asset itself provides the primary value of the product, including posters, T-shirts, or coffee mugs purchased principally because of the Asset.
- Transfer the license to more than one client or employer without obtaining a separate license for each.
7.2 Enhanced License
An Enhanced license includes all rights granted under the Standard license and permits reproduction or audience reach beyond the Standard license's 100,000-copy or viewer limit, subject to the applicable license terms. Unless expressly stated otherwise in writing, an Enhanced license does not permit distribution of the stand-alone Asset file or creation of merchandise, templates, or other resale products when the Asset itself provides the primary value.
7.3 Editorial License
Editorial Content is available only under an Editorial license and may be used solely for Editorial Use permitted by the applicable license. Unless Wynstock gives prior written authorization and all necessary third-party rights and releases have been obtained, Editorial Content may not be used for advertising, marketing, promotion, sponsorship, merchandising, packaging, product placement, branding, fundraising, or any other commercial purpose.
Editorial Content must be used in an accurate, non-misleading context consistent with its caption and the event or subject depicted. It may not be used in a way that states or implies that a depicted person, business, brand, property owner, organization, or event endorses, sponsors, is affiliated with, or approves a product, service, organization, viewpoint, or campaign. You must include any required credit line and may not remove or alter embedded rights-management information.
8. GENERAL RESTRICTIONS
Unless Wynstock expressly authorizes the use in writing, you may not:
- Use Content in violation of law, these Service Terms, the Terms of Use, the applicable license, or any restriction or designation displayed with the Content.
- Use Editorial Content for a prohibited commercial purpose or purchase a Standard or Enhanced license in an attempt to convert Editorial Content into Commercial Content.
- Use Content in a defamatory, deceptive, pornographic, unlawful, or otherwise harmful manner, or in a manner that infringes any third-party right.
- Register or claim trademark, service mark, trade dress, copyright, or other proprietary rights in the Content itself.
- Resell, redistribute, sublicense, transfer, share, or make available any stand-alone Content file except as expressly permitted by the applicable license.
- Remove or alter copyright notices, credit lines, watermarks, metadata, or other rights-management information.
- Use Content in a way that falsely suggests Wynstock or any depicted person or entity endorses or is affiliated with you or any product, service, campaign, or viewpoint.
9. OWNERSHIP, RELEASES, AND THIRD-PARTY RIGHTS
Unless otherwise identified on the Site, Wynstock owns or controls the copyright in the Content, including Editorial Content. An editorial designation does not mean that Wynstock lacks copyright in the Asset. It means that separate rights or permissions relating to people, businesses, trademarks, artwork, architecture, private property, events, or other depicted elements may not have been obtained.
Except where Wynstock expressly states otherwise in writing, a license does not grant rights in any person's name, likeness, voice, persona, privacy, or publicity rights, or in any trademark, trade dress, logo, artwork, architecture, private property, or other third-party right depicted in the Content. You are solely responsible for determining whether your intended use requires additional permissions, releases, consents, clearances, or legal review and for obtaining them before use.
10. FEES, PAYMENT, AND REFUNDS
You agree to pay all fees and charges associated with your purchase of licenses through the Site. All sales are final, and Wynstock does not offer refunds or exchanges, except as required by applicable law or expressly agreed by Wynstock in writing.
11. DISCLAIMER OF WARRANTIES
THE SITE AND CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY LAW, WYNSTOCK DISCLAIMS ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WYNSTOCK DOES NOT GUARANTEE THE ACCURACY, COMPLETENESS, OR USEFULNESS OF CONTENT. UNLESS EXPRESSLY STATED ON THE CONTENT DETAIL PAGE OR IN THE APPLICABLE LICENSE, WYNSTOCK DOES NOT REPRESENT OR WARRANT THAT ANY MODEL RELEASE, PROPERTY RELEASE, TRADEMARK PERMISSION, EVENT CREDENTIAL, OR OTHER THIRD-PARTY AUTHORIZATION HAS BEEN OBTAINED.
12. INDEMNIFICATION
You agree to defend, indemnify, and hold harmless Wynstock and its officers, directors, employees, and agents from and against claims, liabilities, damages, losses, and expenses, including reasonable legal and accounting fees, arising out of or related to your access to or use of the Site or Content, your violation of these Service Terms or an applicable license, your use of Editorial Content for a prohibited commercial purpose or in a misleading context, or your failure to obtain permissions or clearances required for your use.
13. LIMITATION OF LIABILITY
TO THE FULLEST EXTENT PERMITTED BY LAW, WYNSTOCK SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING OUT OF OR IN CONNECTION WITH YOUR ACCESS TO OR USE OF THE SITE OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY.
14. SUSPENSION AND TERMINATION
Wynstock may suspend or terminate your account or license if you materially violate these Service Terms, the Terms of Use, or an applicable license. Upon termination, you must stop using the affected Content and delete or destroy stand-alone copies in your possession or control, except to the extent retention is required by law. Provisions concerning ownership, restrictions, warranties, indemnification, limitation of liability, and governing law survive termination.
15. ELECTRONIC ACCEPTANCE AND RECORDS
By checking the acceptance box and selecting the button that completes a purchase, you confirm that: (a) you were presented with and had an opportunity to review and retain these Service Terms and the applicable license agreement; (b) you agree to be legally bound by them; (c) you have authority to bind the Customer and any identified client or employer; and (d) the electronic acceptance and associated order record constitute your electronic signature and evidence of assent. No handwritten signature or separate signature page is required. You consent to receive and retain the order confirmation, receipt, license agreement, and related transaction records electronically. Wynstock may retain the date, time, account or email, order number, selected Content, license type, and version of the applicable terms as part of its transaction and proof-of-license records.
16. GOVERNING LAW
These Service Terms and your use of the Site and Content are governed by the laws of the State of Florida, without regard to its conflict of laws principles.
17. CONTACT US
If you have questions about these Service Terms, please contact Wynstock at info@wynstock.com.
