By accessing, downloading, and/or using the photographs, images, designs, videos, and other recordings (each a "Content Item" and collectively the "Licensed Content"), you, on behalf of yourself, your company, and/or your client agree to be bound by the Terms and Conditions set forth herein.
Jim Beam Brands Co. ("Beam") grants you a non-exclusive, non-transferable, royalty-free, and non-sublicensable license to reproduce, perform, display, transmit and distribute the Licensed Content subject to the usage rights and other limitations applicable to each Content Item. Neither these Terms and Conditions nor the licenses granted hereunder convey any ownership right in any of the Licensed Content provided by or on behalf of Beam. Except for the express licenses granted herein, all right, title and interest in and to the Licensed Content shall remain with Beam and its licensors as applicable.
You shall only use the Licensed Content as expressly permitted herein and in accordance with the usage rights and limitations applicable to each Content Item. You shall not edit, alter, modify, or create any derivative works of the Licensed Content. Notwithstanding the foregoing, you may modify the Licensed Content solely as necessary for formatting and layout purposes, provided that such modifications do not alter the creative, editorial or other perceivable aspect of any Content Item. The foregoing prohibitions notwithstanding, if you create any derivative works of the Licensed Content, such derivative works and all copyrights thereto shall be owned by Beam, and you hereby assign all such rights to Beam.
If Beam, through the eSpirits Portal or otherwise, specifies an expiration term for any Content Item (each a "License Term"), you shall, without further notice from Beam, remove that Content Item from any and all advertising platforms immediately upon the expiration or earlier termination of the License Term for such Content Item. Furthermore, any License Term notwithstanding, if Beam instructs you to remove or make inaccessible any Content Item for any reason, including but not limited to the expiration of Beam's usage rights or third-party claims, you shall comply with such instruction as promptly as reasonably possible.
Beam shall not be liable for delays or failures of delivery of Licensed Content. Beam's sole responsibility for any such delay or failure is to deliver or re-deliver the relevant Licensed Content to the extent reasonably possible.
You represent and warrant that you have full legal authority to bind your employer and/or client to these Terms and Conditions. You shall indemnify, defend and hold harmless Beam, its affiliates, subsidiaries, directors, officers, shareholders, employees, agents, and agencies from and against all claims, liabilities, losses, costs, damages or expenses, including reasonable attorneys' fees, arising out of or related to your use of the Licensed Content in a manner not permitted by these Terms and Conditions or the usage rights and limitations applicable to any Licensed Content.