These terms and conditions create a contract between you and Generated Media, Inc. (“Agreement”, “License”). Please read the Agreement carefully.
4. Permitted, Prohibited, and Restricted License Uses
5. License Expiration
6. Refund Policy
7. Legal Compliance
8. Your Account
9. Reviews, Comments, and Other Material
10. Intellectual Property
11. Revisions and Errata
13. Links to Other Websites
15. Governing Law
16. General Terms
18. Force Majeure
Thank you for choosing Generated Photos. By using, downloading, accessing, or copying content from our website or that of our affiliates, you agree to be bound by this agreement and any future novations to this agreement. You should review this Agreement from time to time to ensure you are aware of any changes.
You must be at least 18 years old to use the Services. If you are using the Services on behalf of another person or entity, you must have the authority to accept the Terms on their behalf. You may not share your login details or account with anyone outside your organization, and you are responsible for all activities that occur using your login details.
Licensor: Generated Media, Inc., its subsidiaries, accounts, products, websites, services, applications, or duly authorized representatives. Also, "We," "Us," “Company,” or "Our.”
Licensee: User, account holder, Free Account Holder, or purchaser of Materials, any person, entity, or authorized representative of a company, person, or third party that uses, downloads, or otherwise accesses Materials or Services. Also, “User,” "you," or "your.”
Free Account Holder: An individual User accessing and using the Website or Services for personal use without having paid a licensing fee. This includes Users who have not registered or logged in. Certain restrictions, such as using watermarks, or providing attribution links and references for usage — will apply.
Service(s): The website https://generated.photos (“Website”), its sub-domains; and any associated web-based and mobile applications, such as but not limited to the Faces gallery (https://generated.photos/faces), Generated Humans, Face Generator, Human Generator, Anonymizer; and other functionality and features offered to Users.
Licensed Material(s): Also, “Material(s),” "Content," or "Licensed Content," including but not limited to graphics and images provided by Generated Media, Inc. and its Services. Method of license acquisition including but not limited to: subscription, single purchase, and/or time-based contract does not effect change on Licensed Material.
Output: Licensed Material that User generates or receives via Services, including but not limited to Face Generator, Human Generator, Anonymizer.
Agreement (also, License, Licensing Agreement): Agreement between Generated Media, Inc. and the Licensee granting permission to use Materials and Content with certain provisions and restrictions as stated herein.
Mediation: Informal, third-party conflict resolution as opposed to going to court or using arbitration to resolve a disagreement.
All Licensed Materials are subject to provisions of this Agreement. The Licensee acknowledges that Generated Media, Inc. retains all rights, titles, and interests in copyrighted Materials and Content created by Generated Media, Inc., its staff, employees, or agents.
3a. Subscriptions and Bulk Download
If Licensed Materials are obtained through a Subscription or Bulk Download, a perpetual license to the Materials is granted. This license grants the Licensee the ability to use the Materials for commercial purposes in one project.
Subscriptions give access to 15 standard images (or ‘credits’) from the Faces gallery and Face Generator monthly. One standard image from the Faces gallery or Face Generator is equivalent to one credit. Unused credits do not roll over to the next billing period. After all the credits are used up, the Licensee can purchase additional Materials using Bulk Download. All subscriptions are recurring on a monthly or yearly basis.
A Bulk Download is a one-time purchase of Materials. Its pricing is tiered, and the total price depends on the number of selected images. Licenses for Content obtained through Bulk Download are perpetual.
3b. Additional Purchasing Options
Exclusive rights. If this option is selected, Generated Media, Inc. removes the image(s) from the Services after the purchase. There is a possibility that images from the Face gallery have been downloaded before; however, we guarantee that they will no longer be available in the Services. One image with exclusive rights is equal to three (3) Subscription credits or an additional 100% added up to the Bulk Download price, whichever applies.
Transparent background. This option removes backgrounds from selected images. With a Subscription, images can be downloaded with transparent backgrounds from the Face gallery download window free of charge. With Bulk Download and other downloads from the cart, transparent background adds up an additional 20% to the standard Bulk Download price.
Image upscaling. The standard image resolution is 1024x1024px. The upscaling option is available in the cart; it increases the image resolution to 4096px. This option is not included with the subscriptions and adds up an additional 20% to the standard Bulk Download price.
3c. API License Subscriptions
The application programming interface (API) is intended for integration into online applications and services. Materials obtained through the API can be used commercially and personally as long as an active API License Subscription is maintained. Subscriptions are recurring on a monthly or yearly basis. Materials can be used for up to three (3) days after a license has been canceled.
Along with the restrictions and limitations listed in Section 4 of this Agreement, it is prohibited to use the API for any of the following purposes:
Replicating or distributing Content of Generated Media, Inc.;
Сaching, stockpiling, or downloading Materials as stand-alone files;
For more information, please contact us at email@example.com.
Datasets are intended for non-public use and are subject to additional restrictions. Along with the restrictions and limitations listed in Section 4 of this Agreement, the User may not:
Use the Materials for any purpose outside of internal operations (such as machine learning, research, or documentation thereof);
Redistribute or resell the Materials;
Transfer the Materials to any third parties;
Use the Materials to reproduce the Service(s) offered by Generated Media, Inc.
3e. Free Accounts
Permission is granted to download one copy of Materials from the Website for personal, non-commercial usage only. This is the grant of a license, not a transfer of title, and under this License, you may not:
Use the materials for any commercial purpose without a paid License (Subscription, Bulk Download, API) or express consent of Generated Media, Inc.;
Remove any copyright or other proprietary notations from the Materials;
Make derivative copies of any Materials accessed, used, or downloaded from our Website.
Free Account Holders must embed on their website, social media, or academic papers (wherever Materials are used) at least one visible and clickable attribution link: "Photos by Generated.Photos.”
To maintain the Free Account Holder status, the User must comply with the terms of this Agreement at all times. This License will be automatically terminated if you violate any of the restrictions of this Agreement. Upon the termination of this License, you must destroy any downloaded Materials in your possession, whether in electronic or printed format.
3f. Trial period
During the free Subscription trial period, you may test the Service and use Materials for personal and non-commercial projects with attribution: "Photos by Generated.Photos." To use Materials for commercial purposes, you must purchase a commercial license.
API trial is for testing and integration purposes only. To use the API commercially, you must skip the trial and start the API subscription.
4. License Usage
4a. Permitted License Usage
Permitted License uses of Materials include:
In the interface design of software applications and websites;
In 2D and 3D video game development to create non-player characters (NPCs);
In the design of presentations and reports;
In online advertising via native channels, such as social media posts, stories, e-cards, blog publications, emails, and video-hosting platform accounts (limitations for impressions listed herein will apply);
Printed in physical form as an ancillary part of the design in products such as packaging, labeling, letterheads, business cards, CD and DVD cover art, or in the advertising and copy of material media, including magazines, newspapers, and books, provided no Image is reproduced more than one thousand (1,000) times in the aggregate. The use of Materials in material media shall be accompanied by a credit to Generated Photos;
Editorial use in a single context (i.e., a news story, blog post, publication page) a single time. The use of Materials in connection with news reporting, commentary, publishing, or any other editorial context shall be accompanied by an adjacent credit to Generated Media, Inc.;
In peer-review, scientific, and academic journals. Credit to Generated Media, Inc. as a source is required in accordance with the journal's editorial policy;
In social media posts and stories, if the number of impressions is less than one million (1,000,000);
In production for video-hosting platforms (i.e., YouTube, Vimeo, TikTok) if the number of impressions is less than one million (1,000,000);
In podcasts and talk shows distributed on dedicated platforms, if the number of impressions is less than one million (1,000,000);
In indie-film productions without theatrical, video-on-demand, broadcasting, or streaming release.
4b. Prohibited License Usage
These are the restricted uses that are standard for all Users. The Licensor prohibits the use of Materials in the following cases (immediate License revocation will apply):
In criminal, illegal, or other unlawful manner; or in violation of any applicable national, federal, state, local, or international law or regulation;
To sublicense, distribute, sell, assign, convey, or otherwise transfer this License or any of the Licensee's rights, duties, or legal responsibilities under this Agreement;
To sell, resell, license, sublicense, share, or distribute its final product in a manner allowing or enabling others or third parties to extract or access Materials as stand-alone files;
To distribute, export, post, or upload Materials online in a downloadable format, or enable Materials to be accessed, downloaded, or distributed in any manner that is prohibited by this Agreement;
To reverse engineer or make competitive products;
To copy or adjust any code that Generated Media, Inc. develops to generate or show any Material of the Website;
To parse Materials, or stockpile Materials beyond a reasonable amount;
To falsely represent, expressly or by way of reasonable implication, that any Material or an end use that is made up mainly of Material(s) was created by you or a person other than the copyright holder(s) of that Material;
To create or disseminate verifiably false or misleading information and/or content aiming to harm or deceive others;
To create or disseminate personal identifiable information that can be used to harm an individual;
For defamation, disparaging, harassment, discrimination, or promotion of violence or hatred towards a definite or indefinite group of people or an individual person;
To exploit, harm, or attempt to exploit or harm minors in any manner;
For fully automated decision-making that adversely impacts an individual’s legal rights or otherwise creates or modifies a binding, enforceable obligation;
To provide medical advice or interpret medical results;
To infringe or violate the intellectual property or other rights of any third party;
To ship, transport, export, or share Materials with a third party in any country or territory, or use Material in any manner prohibited by export administration legislation and any other export laws, regulations, or restrictions.
4c. License Usage Limitations
a. The Licensee may use Materials only with expressed written consent of Generated Media, Inc. in the following circumstances (additional license fees may apply):
In printed or electronic products (including, but not limited to, t-shirts, cups, postcards, calendars, web models, electronic devices, apps, video games, advertising spots, audiovisual animations, non-fungible tokens (NFTs), synthetic personas (including but not limited to metaverse avatars, virtual influencers)), and other items aimed to be resold, in which the Generated Media, Inc.’s Material is the main element (because of its size, relevance, or any other cause; in case of doubt, it shall be deemed that the Material is the main element), or one of the main elements.
In web templates and UI kits;
In fast-moving consumer goods;
In the design of commercial packaging, if more than one thousand (1,000) copies are produced;
In logos, trademarks, or any other kind of visual representation;
In paid advertisement campaigns;
In any on-demand services;
In broadcasts, live streaming, public announcements, concerts, event venues, or exhibitions;
In professional theatrical, television, and film productions;
Within online applications and services to create a final product wherein Materials will be used (i.e., in graphic editors, rapid prototyping tools, and programming IDEs).
For more information, please contact Generated Media, Inc. at: firstname.lastname@example.org.
b. Remixes and Derived Works
A remix is defined to be any modification or reproduction of the original Materials. A derived work is defined as a new work that includes substantial modification to the Materials. It is not allowed to compile or redistribute remixes that do not make substantial modifications to the Materials. Modifications including, but not limited to, cropping, coloration, scaling, quality enhancement, and compilation do NOT qualify as substantial changes. It is advisable to discuss the derived works with Generated Media, Inc. before pursuing redistribution of the derived Materials.
c. Medium Transfer
If the Materials are transformed in any way in which the result forms a different medium, the terms of this Agreement still apply. This includes but is not limited to, 3D modeling applications.
d. Third Parties
The Licensee agrees not to assign or transfer its duties or obligations under this Agreement, nor to loan, rent, export, or transfer any unauthorized licensing rights or privileges to any other person or entity.
A Licensee may provide third parties with the final product containing Materials if the third party expressly agrees with the terms and conditions of this Agreement. The Licensee is responsible for including a copy of this Agreement when providing third parties with the final product. The Licensee must inform third parties about the rules for crediting and distributing Materials specified herein.
5. License Expiration
a. The term of this License begins immediately upon the Licensee's access, acceptance, download, upload, or purchase of any Material from the Generated Media’s Website, and is valid for the term specified within the Licensee or User's particular licensing package agreed upon at purchase (i.e., "Licensing Period").
This License covers the following aspects of the Materials:
New features, fixes, and improvements to the Materials and Services;
Material usage and restrictions;
New Material and Content;
Email and chat support.
b. After expiration or termination of this Agreement, the following features shall remain and be applicable to:
Materials created before the expiration of the Agreement;
Licensee's use of our Website, Services, or Content with the Materials created before expiration;
c. Upon expiration, this License and Agreement shall not apply to:
Newly purchased Materials;
6. Refund Policy
Generated Media, Inc. will not issue refunds except as required by law. All fees are non-refundable, including in the event of premature cancellation of a subscription or failure to cancel a trial period in a timely manner. By purchasing a subscription, you authorize Generated Media, Inc. to charge you for all subscription fees for the entire agreed term. Residents of the European Union who cancel their subscriptions within fourteen (14) days of purchase and who have not downloaded or licensed any Materials are entitled to a refund of such purchase payments. If Licensee is eligible for a refund, Generated Media, Inc. will process the refund using the Licensee's original method of payment.
7. Legal Compliance
8. Your Account
A User account can be accessed and used by one (1) User only.
If you use the Services, you are responsible for maintaining the confidentiality of your account and password and are fully responsible for all activities that occur under your account and password. You also agree not to disclose any personally identifiable information, including but not limited to first and last name, login information, or various other details of a personal nature ("Personal Data") on the Website. Your disclosure of any Personal Data on the Website may result in the immediate termination of your account. Generated Media, Inc. also reserves the right to refuse service, terminate accounts, and remove or edit Content in its sole discretion.
Generated Media, Inc. does not guarantee the truthfulness, accuracy, or reliability of the content of the Website that consists of personal data. Each user is responsible for updating all relevant account information when necessary to maintain the truthfulness, accuracy, or reliability of the information.
You are responsible for monitoring all activity under your account, and you agree to: (a) maintain the security of your password and username; (b) immediately notify Generated Media, Inc. of any unauthorized use or other breach of security; and (c) accept all responsibility for any and all activities that occur under your account. Generated Media, Inc. reserves the right to monitor downloads and user activity to ensure compliance with the terms of this Agreement. If Generated Media, Inc. determines that you are in breach of this or any other provision of this Agreement, it may terminate access to your account and seek other legal remedies.
It is strictly prohibited for more than one (1) User or Licensee to use or access a single account at any time. NO OTHER PERSON (INCLUDING EMPLOYEES, CO-WORKERS, OR INDEPENDENT CONTRACTORS) MAY ACCESS YOUR ACCOUNT OR USE MATERIAL LICENSED THROUGH YOUR ACCOUNT.
When creating final products with Generated Photos, the final product is bound by this Agreement. You may not transfer Materials to another person, distribute, or "mirror" Materials on any other server.
9. Reviews, Comments, and Other Material
Registered Users of the Website might post reviews and comments about products and services purchased through the Website, provided that the content is lawful, non-profane, non-threatening, non-defamatory, respects the privacy of others, does not infringe intellectual property rights, or causes harm to third parties, and does not contain any industrial solicitation, mass mailings, or any form of spam. It is prohibited to use another user's account to impersonate a user or entity, or to misrepresent the origin of the opinions. Generated Media, Inc. reserves the right (but is not obligated) to remove or modify such content.
By posting an evaluation or comment, and unless Generated Media, Inc. advises otherwise, you give Generated Media, Inc. permission to use, reproduce, modify, adjust, release, equate, create derivative works from, distribute, and display your content worldwide, in any media, without payment of any royalties, and that permission is perpetual and cannot be revoked. Generated Media, Inc. and its sub-licensees have the option of using your name in association with such material. You recognize that you have ownership or some other form of control over all the rights to the content you post; that the content is accurate; that the use of the content you supply does not violate this policy and will not cause harm to any person or entity; and that you will fully compensate Generated Media, Inc. for any claims resulting from the content you supply. Generated Media, Inc. does not bear any responsibility and undertakes no liability for any content published by you or any third party.
10. Intellectual Property
Generated Media, Inc. respects intellectual property. Our Website and Services may contain our service marks or trademarks, as well as those of our affiliates or other companies, in the form of words, graphics, and logos. Your use of our Website does not constitute any right or license for you to use such service marks/trademarks without the prior written permission of the corresponding service mark/trademark owner. Our Website is also protected under international copyright laws. The copying, redistribution, use, or publication by you of any portion of our Website is strictly prohibited.
11. Revisions and Errata
The content that appears on Generated Media, Inc.'s services may contain technical, typographical, or photographic errors. Generated Media, Inc. does not guarantee the accuracy, completeness, or timeliness of any content on its website. Generated Media, Inc. reserves the right to change any materials on its website without prior notice. Generated Media, Inc. does not commit to updating the materials and content on its website.
a. The Materials are provided "as is." Generated Media, Inc. makes no warranties, expressed or implied, and hereby disclaims and negates all other warranties, including, without limitation, implied warranties or conditions of merchantability, fitness for a particular purpose, or non-infringement of intellectual property, or other violations of rights. Further, Generated Media, Inc. does not warrant or make any representations concerning the accuracy, likely results, or reliability of the use of the Materials on its Website, or otherwise relating to such Materials, or on any websites linked to this Website.
THE WEBSITE AND ALL DETAILS, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE APPLICATIONS) AND SERVICES CONSISTED OF ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THIS WEBSITE ARE PROVIDED BY GENERATED MEDIA, INC. ON AN "AS IS" AND "AS AVAILABLE" BASIS, UNLESS OTHERWISE SPECIFIED IN WRITING. GENERATED MEDIA, INC. MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, ABOUT THE OPERATION OF THIS WEBSITE OR THE INFORMATION, MATERIAL(S), PRODUCTS (INCLUDING SOFTWARE), OR SERVICES CONSISTED OF ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THIS WEBSITE, UNLESS OTHERWISE POINTED OUT IN WRITING. GENERATED MEDIA, INC. DOES NOT PROMISE THAT THE WEBSITE WILL BE ERROR-FREE AND THAT ALL THE DEFECTS WILL BE CORRECTED. GENERATED MEDIA, INC. DOES NOT PROMISE THE SPECIFIC RESULT OF YOU USING THIS WEBSITE. YOU EXPRESSLY AGREE THAT YOUR USE OF THIS WEBSITE IS AT YOUR OWN RISK. GENERATED MEDIA, INC. WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF THE WEBSITE OR FROM ANY DETAILS, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE APPLICATIONS), OR SERVICES CONSISTED OF ON OR OTHERWISE MADE AVAILABLE TO YOU WITH THIS WEBSITE, INCLUDING, BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES, UNLESS OTHERWISE POINTED OUT IN WRITING.
b. LIABILITY. GENERATED MEDIA, INC. WILL NOT BE LIABLE TO YOU, OR ANY OTHER PERSON, OR ENTITY FOR ANY LOST PROFITS, PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR OTHER SIMILAR DAMAGES, COSTS, OR LOSSES ARISING OUT OF THIS AGREEMENT.
c. Output. You are responsible for the Output you produce and its subsequent use. No use of the Output may violate any of the terms of the Agreement.
d. Warranty Disclaimer. Unless specifically warranted above, Generated Media, Inc. does not grant any right or make any warranty with regard to the use of names, people, trademarks, trade dress, logos, registered, unregistered, or copyrighted audio, designs, works of art, or architecture depicted or contained in the Content and Materials. In such cases, you are solely responsible for determining whether release(s) is/are required in connection with your proposed use of the Content or Materials, and you are solely responsible for obtaining such release(s). You acknowledge that some jurisdictions provide legal protection against a person’s image, likeness, or property being used for commercial purposes when they have not provided a release. You are also solely responsible for payment of any amounts that may be due under and compliance with any other terms of any applicable collective bargaining agreements as a result of your use of the licensed content.
e. Caption/Metadata Disclaimer. While Generated Media, Inc. has made reasonable efforts to correctly categorize, keyword, caption, and title the Materials, Generated Media, Inc. does not warrant the accuracy of such information or of any metadata provided with the Materials.
f. Exclusivity Disclaimer. While Generated Media, Inc. has made reasonable efforts to correctly categorize and record grants of exclusivity for the commercial use of the Materials, Generated Media, Inc. does not warrant or guarantee exclusivity with respect to the editorial use of the Materials. All such grants of commercial exclusivity do not preclude prior, concurrent, or subsequent licenses granted for editorial usage of the same Materials.
g. Limitation of Liability. Notwithstanding any other terms under this Agreement, the total maximum aggregate liability under this Agreement and any other agreement where our Company has licensed the same Material or Content, regardless of file size, or the Licensee/User's exploitation of any or all Licensed Content in any manner, our aggregate liability shall be limited to the amount paid for the use of the license. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages; therefore, the limitations noted herein may not apply to you specifically.
h. Likeness rights. All images have been generated without human intervention through machine learning processes. Generated Photos carry no additional likeness rights. Any perceived resemblance of our Materials to an existing person is not intentional. If you have specific concerns about an image, please contact us at email@example.com.
j. You agree that any feedback provided to you by Generated Media, Inc., its subsidiaries, or representatives regarding any questions you may have about this Agreement or your use of Licensed Materials hereunder is solely for the purpose of interpreting this Agreement and is not legal advice. Generated Media, Inc. cannot render legal advice to you and expressly disclaims any liability related to any feedback provided by Generated Media, Inc. or its subsidiaries and representatives.
13. Links to Other Websites
Our Website may contain links to third-party websites. These links are provided solely as a convenience to you. By linking to these websites, we do not create or have an affiliation with, or sponsor such third-party websites. The inclusion of links within our Website does not constitute any endorsement, guarantee, warranty, or recommendation of such third-party websites. Generated Media, Inc. has no control over the legal documents and privacy practices of third-party websites; as such, you access any such third-party websites at your own risk.
a. Indemnification of Generated Media, Inc. by you. You agree to defend, indemnify and hold harmless Generated Media, Inc. and its subsidiaries, affiliates, and content suppliers, and each of their respective officers, directors, and employees from all damages, liabilities, and expenses (including reasonable outside legal fees) arising out of or in connection with (i) your use of any Content or Materials outside the scope of this Agreement; (ii) any breach or alleged breach by you (or anyone acting on your behalf) of any of the terms of this or any other agreement with Generated Media, Inc.; and (iii) your failure to obtain any required release for your use of Content or Materials.
b. Indemnification of you by Generated Media, Inc. Provided that you are not in breach of this or any other agreement with Generated Media, Inc., and as your sole and exclusive remedy for any breach of the warranties set forth in this Agreement, Generated Media, Inc. agrees, subject to the terms of this section “Indemnification,” to defend, indemnify, and hold harmless you, your corporate parent, subsidiaries, affiliates, and each of your respective officers, directors, and employees from all damages, liabilities, and expenses (including reasonable outside legal fees) arising out of or in connection with any breach or alleged breach by Generated Media, Inc. of its warranties set forth in this Agreement. This indemnification does not apply if any damages, costs, or losses arise out of or are a result of modifications made by you to the Material, Content, or the context in which they are used by you. This indemnification also does not apply to your continued use of Material or Content following notice from Generated Media, Inc., or upon your knowledge, that the Material or Content is subject to a claim of infringement of a third party’s right.
c. The party seeking indemnification must promptly notify in writing the other party about the claim. The indemnifying party (the one covering the costs) has the right to assume the handling, settlement, or defense of any claim or litigation. The indemnified party (the one not covering the costs) has to cooperate in any way reasonably requested by the indemnifying party. The indemnifying party will not be liable for legal fees and other costs incurred prior to the other party giving notice of the claim for which indemnity is sought.
15. Governing Law
This Agreement and any claim relating to Generated Media, Inc. shall be governed by the laws and statutes of Delaware, United States, excluding the application of conflict of law provisions. In addition, you agree to submit to the jurisdiction and venue of such courts.
16. General Terms
a. Assignment. This Agreement is personal to you and is not assignable by you without Generated Media, Inc.’s prior written consent. Generated Photos may assign this Agreement, without notice or consent, to any corporate affiliate or to any successor in interest, provided that such entity agrees to be bound by these Terms.
b. Severability. If one or more of the provisions in this Agreement is found to be invalid, illegal, or unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions should not be affected. Such provisions should be revised only to the extent necessary to make them enforceable.
c. Waiver. No action of either party, other than express written waiver, may be construed as a waiver of any provision of this Agreement.
d. Taxes. You agree to pay and be responsible for any and all sales taxes, use taxes, value-added taxes, withholding taxes, and duties imposed by any jurisdiction as a result of the License granted to you, or of your use of the Materials.
a. Mediation. In the event of a dispute regarding this Agreement, its terms, or their interpretation, it is agreed that the Licensor, Licensee, or User will attempt to resolve the dispute in a professional manner. If the parties are unable to resolve the dispute personally, then they both agree to use the services of a Private Mediator in Delaware, U.S.A. The parties agree to share the cost and choice of a Mediator.
b. Notice of Intent. The Disputing Party shall send the Non-Disputing party a thirty (30) day written "Notice of Intent" stating the basis for the intent to Mediate prior to filing a Claim.
c. Procedure. The Mediation Hearing shall be conducted via Mediation or Arbitration Rules adopted by the American Bar Association.
d. Award. The prevailing party shall be entitled to reimbursement of any costs and fees, including but not limited to attorney's fees. This Mediation provision shall survive cancellation or termination of this Agreement.
18. Force Majeure
All parties of this Agreement acknowledge and agree that neither shall be responsible for any delay or failure to perform under these Terms in the event any delay or failure is caused by fire, flood, strike, labor unrest, riot, embargo, an act of civil or military authority, accident, acts of God, vandalism, or other events beyond its control. Notice of any Force Majeure Event shall be given to the non-affected party as soon as possible after its occurrence. The affected party(ies) shall resume their duties and responsibilities as soon as it is practical.
If you have questions or comments regarding this Licensing Agreement, please contact us at firstname.lastname@example.org.