| Data Evaluation Agreement: https://huggingface.co/ | |
| This agreement (the "Agreement") is made by and between Shutterstock, Inc., with a principal place of business at 350 Fifth Avenue, 20th Floor, New York, New York 10118 (“Shutterstock”) and the individual or entity associated with the https://huggingface.co/ account downloading the Shutterstock Evaluation Content (“Licensee”). | |
| In consideration of the mutual promises and covenants set forth herein, and for other good and valuable consideration, the receipt and legal sufficiency of which the parties acknowledge, it is hereby agreed as follows: | |
| 1. Services, License and Ownership | |
| a) THE EVALUATION TERM SHALL BE SIXTY (60) DAYS FROM THE DATE OF DOWNLOAD. LICENSEE SHALL DELETE ALL CONTENT UPON THE EXPIRATION OF THE EVALUATION TERM, AND SHALL PROMPTLY CONFIRM SAME IN WRITING TO SHUTTERSTOCK | |
| b) Shutterstock hereby grants to Licensee a non-exclusive, non-transferable, limited license, to access, store and use certain Shutterstock content available to Licensee from the https://huggingface.co/ platform, together with the related metadata (collectively the “Content”) solely for evaluation purposes, in the context of Licensee’s machine learning and computer vision research, such license to commence upon download and expire upon the expiration of the Evaluation Term. Any and all rights not explicitly granted by Shutterstock herein are expressly reserved by Shutterstock. | |
| c) Licensee is expressly prohibited from publicly displaying, transferring, or otherwise disclosing to any third party any Content delivered hereunder for any purposes. Any and all rights not explicitly granted by Shutterstock herein are expressly reserved by Shutterstock. Except as expressly permitted by this Agreement, Licensee shall not access, or attempt to access, any other data or information available via the API or on any other systems of Shutterstock. | |
| 2. Term and Termination | |
| a) This Agreement shall be effective as of the Effective Date and shall terminate upon the expiration of the Evaluation Term granted to Customer for Content delivered hereunder. Either party may terminate this Agreement immediately if the other party: (a) fails to cure any material breach of this Agreement within thirty (30) days after written notice of such breach; (b) ceases operation; or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition or comparable proceeding, or if any such proceeding is instituted against such party. Termination is not an exclusive remedy, and the exercise by either party of any remedy under this Agreement will be without prejudice to any other remedies it may have under this Agreement, by law, or otherwise. | |
| 3. Storage and Safeguards | |
| Licensee will maintain administrative, physical and technical safeguards designed to i) prevent any unauthorized use, access, or disclosure of any Content in the possession or control of Licensee; and ii) ensure the security and confidentiality of the Content in the possession or control of Licensee. Licensee shall promptly notify Shutterstock of any unauthorized access to or compromise to the security or confidentiality of any Content. | |
| 4. Miscellaneous | |
| a) THE CONTENT IS PROVIDED AS-IS, WITHOUT ANY WARRANTY OR GUARANTEE. SHUTTERSTOCK HEREBY DISCLAIMS ANY AND ALL LIABILITY WITH RESPECT TO LICENSEE’S USE OF THE CONTENT | |
| b) Arbitration. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by binding arbitration administered under the Commercial Arbitration Rules of the American Arbitration Association or of the International Centre for Dispute Resolution in effect on the date of the commencement of arbitration, rather than in court, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof or having jurisdiction over the relevant party or its assets. The place of arbitration shall be the state and county of New York. The language of the arbitration shall be English. There shall be one arbitrator. Each party shall bear its own costs in the arbitration. Shutterstock shall also have the right to commence and prosecute any legal or equitable action or proceeding before any court of competent jurisdiction to obtain injunctive or other relief against Licensee in the event that, in the opinion of Shutterstock, such action is necessary or desirable. | |
| c) Choice of Law. This Agreement shall be construed neither against nor in favor of any party, but rather in accordance with the fair meaning of the language hereof. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without respect to its conflict of laws principles. | |