Asset License

By exercising the Licensed Rights (defined below), You accept and agree to be bound by the terms and conditions of this Asset License ("License"). You are granted the Licensed Rights in consideration of Your acceptance of these terms and conditions, and the Licensor grants You such rights in consideration of benefits the Licensor receives from making the Assets (defined below) available under these terms and conditions.

Section 1 – Definitions.

a) Assets means the material available at https://wistia.com/resources/free-downloads.

b) Licensor means Wistia Inc.

c) You means the individual or entity exercising the Licensed Rights under this License. Your has a corresponding meaning.

Section 2 – Scope and Restrictions.

a) License Rights. Subject to the terms and conditions of this License, the Licensor hereby grants You a worldwide, royalty-free, non-sublicensable, non-transferable, non-exclusive license to reproduce and combine the Assets with Your own works, in whole or in part, and make such works and Assets available only through the internet (“License Rights”).

b) Restrictions. You may not:

i) use the Assets in design template applications, whether on-line or not, including, without limitation, website templates, Flash templates, business card templates, electronic greeting card templates, and brochure design templates;

ii) use any of the Assets as part of a trade-mark, design-mark, trade-name, business name, service mark, or logo;

iii) incorporate the Assets in any product or website that results in making the Assets available in a manner such that a person can extract, access or reproduce the original or derivative Assets as an electronic file;

iv) use the Assets in a fashion that is considered by Wistia (acting reasonably) as or under applicable law is considered pornographic, obscene, immoral, infringing, defamatory or libelous in nature, or that would be reasonably likely to bring any person or property reflected in the Assets into disrepute;

v) to the extent that source code is contained within the Assets, reverse engineer, decompile, or disassemble any part of such source code; vi) sub-license, re-sell, rent, lend, assign, gift or otherwise transfer or distribute the Assets;

vii) use or display the Assets in an electronic format that enables it to be downloaded or distributed via mobile devices or shared in any peer-to-peer or similar file sharing arrangement;

viii) use or display an upscaling (downgrade in image quality) of video, image or illustrated Assets;

ix) remove any copyright or trademark notices from the Assets; and

x) use the Assets in film or broadcast television.

Section 3 – Disclaimer of Warranties and Limitation of Liability.

a) Unless otherwise separately undertaken by the Licensor, to the extent possible, the Licensor offers the Assets as-is and as-available, and makes no representations or warranties of any kind concerning the Assets, whether express, implied, statutory, or other. This includes, without limitation, warranties of title, merchantability, fitness for a particular purpose, non-infringement, absence of latent or other defects, accuracy, or the presence or absence of errors, whether or not known or discoverable. Where disclaimers of warranties are not allowed in full or in part, this disclaimer may not apply to You.

b) To the extent possible, in no event will the Licensor be liable to You on any legal theory (including, without limitation, negligence) or otherwise for any direct, special, indirect, incidental, consequential, punitive, exemplary, or other losses, costs, expenses, or damages arising out of this License or use of the Assets, even if the Licensor has been advised of the possibility of such losses, costs, expenses, or damages. Where a limitation of liability is not allowed in full or in part, this limitation may not apply to You.

c) The disclaimer of warranties and limitation of liability provided above shall be interpreted in a manner that, to the extent possible, most closely approximates an absolute disclaimer and waiver of all liability.

Section 4 – Term and Termination.

a) This License is perpetual. However, if You fail to comply with this License, then Your rights under this License terminate automatically.

b) Upon termination of this License, you shall immediately destroy all Assets and cease any reproduction or use of the Assets.

c) Sections 2, 3, 4(b) and 7 shall survive termination of this License.

Section 5 – Interpretation.

a) To the extent possible, if any provision of this License is deemed unenforceable, it shall be automatically reformed to the minimum extent necessary to make it enforceable. If the provision cannot be reformed, it shall be severed from this License without affecting the enforceability of the remaining terms and conditions.

b) No term or condition of this License will be waived and no failure to comply consented to unless expressly agreed to by the Licensor.

c) This License constitutes the entire agreement, and supersedes all prior negotiations, understandings or agreements (oral or written), between the parties about the subject matter of this License.

d) This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, USA, without regard to its conflicts of law provisions. Neither the United Nations Convention on Contracts for the International Sale of Goods nor any enactment of the Uniform Computer Information Transactions Act shall apply to this Agreement. Any dispute arising under this License will be resolved in the state and federal courts of Middlesex County, Massachusetts, and each party hereto waives any objection to venue and hereby submits to the personal jurisdiction of such courts.

e) You may not assign this License without the prior written consent of Licensor.

f) Licensor reserves the right, at its sole discretion, to modify or replace this License at any time. By continuing to access or use the Assets after any revisions become effective, you agree to be bound by the revised terms.

Effective Date: