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CGI BACKGROUNDS, INC.

TERMS OF USE

Last Updated: October 19, 2022

WELCOME TO THE CGI BACKGROUNDS, INC. (“CGIB”) WEBSITE AND MOBILE APP (THE “CGIB PLATFORM”). THE CGIB PLATFORM ALLOWS USERS (“YOU”) TO ACCESS CERTAIN VISUAL MEDIA CONTENT, INCLUDING, WITHOUT LIMITATION, DIGITAL STILL PHOTOGRAPHY, HDRI DOMES, VIDEO CLIPS, AUDIOVISUAL CONTENT, VR CONTENT, AND CGIB CONTENT (COLLECTIVELY “VISUAL MEDIA CONTENT”) FOR A FEE OR OTHER CONSIDERATION. YOUR USE OF ANY VISUAL MEDIA CONTENT IS GOVERNED BY OUR LICENSE AGREEMENT. THESE TERMS OF USE (“TERMS”) REPRESENT A LEGAL AGREEMENT BETWEEN YOU AND CGIB. BY ACCESSING THE PLATFORM, YOU AGREE TO BE BOUND BY THESE TERMS.THESE TERMS INCLUDE OUR PRIVACY POLICY, WHICH IS INCORPORATED INTO THESE TERMS BY REFERENCE. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, INCLUDING OUR PRIVACY POLICY, DO NOT USE THE PLATFORM.

INTELLECTUAL PROPERTY All elements of the Platform, including the general design, as well as all text, still images, moving images, graphics, illustrations, audio, multi-media, graphics, vectors, software, data and the selection and arrangement of those elements and any Visual Media Content incorporated therein (“Content”) are owned by CGIB or its licensors and are protected by copyright, trademark, trade dress, moral rights and other US and international laws or treaties relating to intellectual property. You must enter into a License Agreement to use any of the Visual Media Content. You may not use CGIB’s trademarks or trade names, including without CGIB’s prior written consent. In addition, the look and feel of the Platform, including all elements of the design is the service mark, trademark and/or trade dress of CGIB and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names and logos mentioned on the Platform are the property of their respective owners. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation by CGIB.

USE OF THE PLATFORM AND RIGHT TO MODIFY THE TERMS

By using the Platform you represent that you are over eighteen (18) and have the authority and right to agree to these Terms. If you are accessing the Platform on behalf of an entity, you further represent and warrant that you are authorized to accept these terms on such entity's behalf and that such entity agrees to indemnify CGIB for violations of these Terms. CGIB reserves the right to alter, modify or update these Terms at any time and you agree to be bound by such modifications, alterations or updates. In using the Platform and any of its Content, including, without limitation any Visual Media Content, you represent and warrant that you will comply with all applicable laws and regulations, including, without limitation, those relating to the internet, data, e-mail, privacy, and the transmission of technical data exported from the United States or the country in which you reside. CGIB reserves the right, in its sole discretion, to revoke your authorization to view, download and use the Content and information available on the Platform at any time and for any reason, with or without notice to you of such revocation, and you agree to immediately discontinue such use upon notice from CGIB. CGIB may also restrict or remove Content from the Platform for any reason, and you agree to immediately discontinue all use of the Content upon notification from CGIB.

PROHIBITED USE OF PLATFORM AND CONTENT

You are specifically prohibited from the following:

  • Removing, altering or changing any copyright information or other notices or metadata associated with the Content;
  • Downloading, copying, or re-transmitting any or all of the Platform or the Content without, or in violation of, a written license with CGIB;
  • Using any data mining, robots or similar data gathering or extraction technology or algorithms to crawl, scrape or monitor the Platform or seek information on Platform visitors or CGIB’s customers;
  • Manipulating or otherwise displaying the Platform or the Content by using framing or similar navigational technology;
  • Circumventing any restrictions or measures to limit access to the Platform;
  • Registering or attempting to register for any products or services offered by CGIB if you are not authorized by the party to do so;
  • Disclosing, selling or trading any password to restricted areas of the Platform or allowing any third party to have access to your password;
  • Interfering in any manner, whether technological or otherwise with the function of the Platform or/and services offered by CGIB;
  • Exploiting or commercializing the Platform or the Content without the specific written authorization of CGIB; or
  • Using the Platform and its Content other than for the intended purpose.

PASSWORD PROTECTION AND SECURITY

Portions of the Platform are password protected for only registered users who have received an authorized password from CGIB and only those who are using their own unique password are permitted to access such portions of the Platform. A condition of accessing the Platform is that you shall not divulge, upload, rent, sell, loan or exchange your password with any other person regardless of whether such person is another employee or subcontractor engaged by you or your employer or otherwise. If you become aware of any loss, theft or misuse of your password, you must inform us in writing immediately, otherwise you may be liable for any loss or damage arising from such misuse. We reserve the right to terminate your access in the event of any misuse of your password.

PRIVACY POLICY

To understand our practices, please review our Privacy Policy which is incorporated by reference into these Terms and also governs your use of the Platform.

LINKS TO THIRD PARTY SITES

Any third-party sites to which the Platform may provide links are not under CGIB’s control and it is not responsible for the content of any linked site or any link contained in a linked site, or any changes or updates to such sites. You acknowledge that CGIB provides the links to you only as a convenience and it does not endorse the linked sites, their use or content.

INDEMNITY

You hereby agree to indemnify, defend and hold harmless, CGIB and its affiliates and their respective directors, officers, employees and agents from and against any and all losses, liabilities, damages, costs or expenses (including reasonable attorneys’ fees and costs) arising out of or in connection with any claim, action, or proceeding brought by a third-party based on: (i) your use of, or inability to use, the Platform; (ii) any breach of any representation, warranty, covenant or obligation of yours under these Terms; (iii) your violation of any applicable law or regulation; or (iv) your violation of any third-party right, including, but not limited to, any intellectual property right. CGIB shall promptly notify you of any such claim, and CGIB shall assume control of the defense of such claim subject to your indemnification.

GENERAL DISCLAIMERS

THE PLATFORM AND THE CONTENT ARE PROVIDED "AS IS" AND CGIB EXCLUDES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY WARRANTY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE. CGIB WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF THE PLATFORM OR THE CONTENT, OR THE UNAVAILABILITY OF THE PLATFORM OR CONTENT, INCLUDING, BUT NOT LIMITED TO LOST PROFITS, AND DIRECT, INDIRECT, INCIDENTAL, PUNITIVE AND CONSEQUENTIAL DAMAGES. THE FUNCTIONS EMBODIED ON OR IN THE MATERIALS OF THIS PLATFORM ARE NOT WARRANTED TO BE UNINTERRUPTED OR WITHOUT ERROR. YOU, NOT CGIB, ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION DUE TO YOUR USE OF THIS PLATFORM OR CGIB CONTENT. WE MAKE NO WARRANTY THAT THE PLATFORM OR THE CONTENT IS FREE FROM INFECTION BY VIRUSES OR ANYTHING ELSE THAT HAS CONTAMINATING OR DESTRUCTIVE PROPERTIES.

Some jurisdictions do not permit the exclusion or limitation of implied warranties or liability for certain categories of damages. Therefore, some or all of the limitations above may not apply to you to the extent they are prohibited or superseded by state or national provisions.

LIMITATION OF LIABILITY; CLASS ACTION WAIVER

IN NO EVENT SHALL CGIB, ITS DIRECTORS, OFFICERS, SHAREHOLDERS, EMPLOYEES OR AGENTS BE LIABLE FOR ANY DIRECT, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE PLATFORM, THE SERVICES OFFERED THOUGH THE PLATFORM, THE CONTENT OR THE MATERIALS CONTAINED IN OR ACCESSED THROUGH THE PLATFORM, INCLUDING WITHOUT LIMITATION ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE BY USER ON ANY INFORMATION OBTAINED FROM CGIB, OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO CGIB RECORDS, CONTENT, PROGRAMS OR SERVICES. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF CGIB, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY, ARISING OUT OF OR RELATING TO THE USE OF THE PLATFORM EXCEED ANY COMPENSATION YOU PAY, IF ANY, TO CGIB FOR ACCESS OR USE OF THE PLATFORM.

CGIB GIVES NO RIGHTS OR WARRANTIES WITH RESPECT TO THE USE OF NAMES, TRADEMARK, LOGO TYPES, REGISTERED OR COPYRIGHTED DESIGNS OR WORKS OF ART DEPICTED IN ANY CONTENT, AND THE USER MUST SATISFY ITSELF THAT ALL NECESSARY RIGHTS, CONSENTS OR PERMISSION AS MAY BE REQUIRED FOR REPRODUCTION ARE SECURED. CGIB CANNOT BE HELD RESPONSIBLE FOR ERRONEOUS OR INCOMPLETE CAPTION INFORMATION. CGIB IS NOT RESPONSIBLE AND DISCLAIMS ALL LIABILITY FOR ANY MISUSE OF THE CONTENT BY THIRD PARTIES.

YOU AND CGIB AGREE THAT ANY PROCEEDINGS TO RESOLVE OR LITIGATE ANY DISPUTE WILL BE CONDUCTED SOLELY ON AN INDIVIDUAL BASIS, AND THAT NEITHER YOU NOR CGIB WILL SEEK TO HAVE ANY DISPUTE HEARD AS A CLASS ACTION, A REPRESENTATIVE ACTION, A COLLECTIVE ACTION, A PRIVATE ATTORNEY-GENERAL ACTION, OR IN ANY PROCEEDING IN WHICH YOU OR CGIB ACTS OR PROPOSES TO ACT IN A REPRESENTATIVE CAPACITY. YOU AND CGIB FURTHER AGREE THAT NO PROCEEDING WILL BE JOINED, CONSOLIDATED, OR COMBINED WITH ANOTHER PROCEEDING WITHOUT THE PRIOR WRITTEN CONSENT OF YOU, CGIB, AND ALL PARTIES TO ANY SUCH PROCEEDING.

FEEDBACK

If you choose to correspond with us or our employees in any manner with respect to the Platform, including any Platform Content, or any ideas for products, services, features, modifications, enhancements, content, refinements, promotions, or strategies, or product/feature names (collectively, “Feedback”), then regardless of what your accompanying communication may say, the following terms will apply, so that future misunderstandings can be avoided. Accordingly, by sending us Feedback, you agree that: (i) CGIB has no obligation to review, consider, or implement your Feedback, or to return to you all or part of any Feedback for any reason; (ii) Feedback is provided on a non-confidential basis, and CGIB is not under any obligation to keep any Feedback you send confidential or to refrain from using or disclosing it in any way; and (iii) you irrevocably grant CGIB a perpetual and unlimited permission to reproduce, distribute, create derivative works of, modify, publicly perform (including on a through-to-the-audience basis), communicate to the public, make available, publicly display, and otherwise use and exploit the Feedback and derivatives thereof for any purpose and without restriction, free of charge and without attribution of any kind, including by making, using, selling, offering for sale, importing, and promoting commercial products and services that incorporate or embody Feedback, whether in whole or in part, and whether as provided or as modified.

CONTACT

General questions or comments about the Platform or these Terms should be directed to privacy@cgibackgrounds.com.

TERMINATION

The license granted to you in these Terms terminates automatically upon any unauthorized use of the Platform and CGIB reserves the right to take any action we deem appropriate in connection with your violation of these Terms, including, without limitation, taking appropriate investigative and legal action for any illegal or unauthorized use of the Platform, reporting any suspected unlawful activity to law enforcement officials, regulators, or other third parties and disclosing any information necessary or appropriate to such persons or entities relating to your usage history, IP addresses, and traffic information. You acknowledge that violation of any of the above restrictions may subject you to third-party claims and none of the rights granted to you in these Terms may be raised as a defense against any third-party claims arising from any such violation.

MISCELLANEOUS

Jurisdiction and Attorney’s Fees : These Terms shall be interpreted under and governed by the laws of the State of New York. All claims shall be brought, and the parties shall be subject to the jurisdiction of the applicable state or federal court located in New York County, New York.

No Assignment : You may not assign or transfer these Terms without CGIB’s prior written approval.

No Waiver : No action of CGIB, other than express written waiver, may be construed as a waiver of any provision of these Terms. A delay on the part of CGIB in the exercise of its rights or remedies will not operate as a waiver of such rights or remedies. A waiver of a right or remedy on any one occasion will not be construed as a bar to or waiver of those rights or remedies on any other occasion.

Entire Agreement : These Terms, the Privacy Policy, and any applicable License Agreement (including any subscription terms referenced therein) constitute all of the terms of the agreement between you and CGIB and no term or conditions may be added or deleted unless made in writing and signed by both parties. In the event of any inconsistency between the Terms and any applicable License Agreement, the terms of the License Agreement shall govern.

Notice to California Residents

Under California Civil Code Section 1789.3, California residents are entitled to the following specific consumer rights information:

The provider of the Platform is:

CGI Backgrounds, Inc.

101 W Big Beaver Rd

Troy, MI 48084

To file a complaint regarding the Platform or to receive further information regarding use of the

Platform, send a letter to the above address, send an email to privacy@cgibackgrounds.com

privacy@cgibackgrounds.com or call (866) 303-0733 . You may

also contact the Complaint Assistance Unit of the Division of Consumer Services of the Department of

Consumer Affairs in writing at 400 R Street, Suite 1080, Sacramento, California 95814, or by telephone at 916.445.1254 or 800.952.5210.