NATUREFOOTAGE COMPING AND PREVIEW USE AGREEMENT
THIS IS A LEGAL AND BINDING AGREEMENT (THE “AGREEMENT”) BETWEEN YOU (THE “LICENSEE”) AND NATUREFOOTAGE, INC. (THE “LICENSOR”).
THIS AGREEMENT APPLIES TO A LICENSE GRANTED VIA THE INTERNET AND IS APPLICABLE TO ALL MEDIA ASSET PREVIEW CLIPS (THE “PREVIEW CLIPS”), WHETHER DISTRIBUTED AND/OR VIEWED ONLINE OR VIA DVD, CD-ROM, VIDEO TAPE OR IN ANY OTHER FORMAT.
FOR PURPOSES OF THIS AGREEMENT, THE TERM “PREVIEW CLIPS” SHALL REFER TO ALL DIGITAL MEDIA WHICH MAY BE PRESENTED IN FILM, VIDEO OR OTHER VISUAL PRESENTATION, TOGETHER WITH ANY AUDITORY REPRESENTATION RECORDED IN ANY FORMAT, WHICH APPEARS TO LICENSEE IN A PREVIEW FORMAT WHICH IS EMBEDDED WITH THE NATUREFOOTAGE WATERMARK. A PREVIEW CLIP CAN BE DOWNLOADED FROM LICENSOR’S WEBSITES OR DISTRIBUTED ON A STORAGE DEVICE (E.G., CD, DVD, OR ANY OTHER FORMAT).
- Grant of Rights.
Licensor hereby grants to Licensee in accordance with the terms and subject to the conditions set forth below a limited, non-exclusive, non-sublicensable, non-transferable and non-assignable right and license to download, receive, view, edit and use the Preview Clips to the limited extent expressly set forth herein.
- Permitted Usage.
The purpose of this license is solely to provide Licensee with an opportunity to review the Preview Clips offline, separate and apart from reviewing them on Licensor’s websites (collectively, the “Website”). Licensee hereby acknowledges that:
i. Its license hereunder is personal and may not be shared with any other person, firm or corporation
ii. It may review the Preview Clips solely for non-commercial testing, sample and layout purposes
iii. It may not commercially exploit the Preview Clips in any manner
iv. It may not use the Preview Clips for any purpose other than as contemplated in this Agreement.
- Limitations on Reproduction.
Licensee acknowledges and agrees that except as specifically provided in this Agreement:
i. No Preview Clips which are licensed hereunder and delivered to Licensee in any format (e.g., downloaded file, DVD, video tape or CD-ROM) may be shared or copied with any third party and
ii. Licensee may not post, make available or otherwise create a network of servers, including placement on the Internet, either with or without a central location, which enables others to access, share or copy the Preview Clips in any manner and in any format. In addition to the foregoing, Licensee may not incorporate the Preview Clips into any electronic or printed template or application, whereby the purpose of such template and/or application is to create multiple reproductions and impressions of the Preview Clips on properties such as, without limitation, presentation templates, electronic or standard greeting cards, business cards or any other electronic or printed matter.
- Protection of Licensor’s Website & Preview Clips.
Licensee agrees to protect the integrity of Licensor’s Website and all of the components and applications connected thereto (e.g., ClipBin, Order Page), and thereby not:
i. Use any network monitoring or discovery software to determine any of the Website architecture
ii. Use any robot, spider, or other automatic device or manual process to monitor or copy the Website or the Preview Clips thereon without Licensor’s prior written permission
iii. Copy, modify, reproduce, republish, distribute, display or transmit for commercial, non-profit or public purposes all or any portion of the Website or the Preview Clips except to the extent permitted above
iv. Remove Licensor’s watermark on any of the Preview Clips or
v. use or otherwise export or re-export the Website or the Preview Clips in violation of the export control laws and regulations of the United States of America.
Licensee may not decompile, reverse engineer, disassemble or otherwise reduce to human-readable form any of the Preview Clips which are delivered to Licensee via download, DVD, video tape, CD-ROM, or in any other format. All rights in and to the Preview Clips, the software, the DVDs, the video tapes or the CD-ROMs are protected by United States Copyright laws, internationaltreaty provisions and other applicable laws.
- Electronic Storage.
For all of the Preview Clips which Licensee takes delivery via download or on DVD, video tapes, CD-ROM or in any other format, Licensee may only download the Preview Clips onto one (1) computer hard drive or other computer medium and may not otherwise make, use or distribute copies of the Preview Clips for any purpose except as otherwise provided in this Agreement. Notwithstanding the foregoing, Licensee shall be permitted to make one (1) backup copy of the Preview Clips for security reasons only. Upon expiration or earlier termination of this Agreement as provided below, Licensee shall promptly delete or destroy the Preview Clips from its computer or other electronic storage system.
- Prohibited Use of the Preview Clips.
Licensee acknowledges and agrees that any pornographic, defamatory, libelous or unlawful use of the Preview Clips is expressly and strictly prohibited, whether such use of the Preview Clips is direct, indirect, in context or juxtaposed with the prohibited subject matter. In addition to the foregoing, Licensor reserves the right to immediately terminate this Agreement and Licensee’s use of the Preview Clips if Licensor, in its sole discretion, believes that the Preview Clips are being used by Licensee in a light unfavorable or damaging to the Preview Clips, NatureFootage or the cinematographer.
- Disclaimer of Warranties.
i. LICENSEE’S USE OF THE PREVIEW CLIPS IS AT ITS SOLE RISK AND THE PREVIEW CLIPS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, NatureFootage AND ITS AFFILIATES, EMPLOYEES, AGENTS, THIRD PARTY CONTENT PROVIDERS OR LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, OF SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OF QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THE PREVIEW CLIPS.
ii. NatureFootage AND ITS AFFILIATES, EMPLOYEES, AGENTS, THIRD PARTY CONTENT PROVIDERS OR LICENSORS MAKE NO WARRANTY THAT
a). THE PREVIEW CLIPS SHALL MEET LICENSEE’S REQUIREMENTS
b). THE PREVIEW CLIPS SHALL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS
c). THE CONTENT OR THE RESULTS THAT MAY BE OBTAINED FROM USE AND/OR REVIEW OF THE PREVIEW CLIPS SHALL BE ACCURATE OR RELIABLE
d). THE QUALITY OF ANY OF THE PREVIEW CLIPS LICENSED BY LICENSEE SHALL MEET ITS EXPECTATIONS
e). ANY ERRORS IN THE PREVIEW CLIPS SHALL BE CORRECTED.
iii. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY LICENSEE FROM NatureFootage, THROUGH OR FROM THE PREVIEW CLIPS, SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
iv. THIS DISCLAIMER OF LIABILITY APPLIES TO ANY DAMAGES OR INJURY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF RECORD, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR UNDER ANY OTHER THEORY OR CAUSE OF ACTION.
- Limitation of Liability.
TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL LICENSOR BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO LICENSEE’S USE AND/OR REVIEW OR INABILITY TO USE AND/OR REVIEW THE PREVIEW CLIPS, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY(CONTRACT, TORT OR OTHEWISE) AND EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
No ownership of copyright, trademark, service mark, trade dress or any other intellectual property or other proprietary right in and to the Preview Clips or the Website shall pass to Licensee by the granting of the license hereunder. Except as expressly set forth herein, Licensor grants to Licensee no right or license, express or implied, to the Preview Clips. All rights in the Preview Clips not specifically granted in this Agreement are reserved by Licensor.
Use and/or reproduction of the Preview Clips in a manner not expressly authorized by this Agreement:
i. Shall constitute an infringement of the proprietary rights of Licensor and/or the Cinematographer
ii. Shall result in Licensee incurring or being responsible for any damages resulting from any such unauthorized use or reproduction, including without limitation, damages resulting from any claims for infringement of the intellectual property or proprietary rights in and to the Preview Clips.
Licensee agrees that Licensor shall have no liability whatsoever for any use Licensee makes of the Preview Clips. Licensee shall indemnify and hold Licensor (including its parent, affiliate and subsidiary companies and their respective directors, officers, employees and agents) harmless from and against any claim for damages, losses or any costs (including reasonable attorney’s fees and disbursements) arising in any manner whatsoever from Licensee’s use of the Preview Clips as well as from Licensee’s failure to comply with the terms and conditions of this Agreement.
This Agreement shall terminate immediately without notice to Licensee if Licensee breaches or fails to comply with any provision of this Agreement or the Rules. However, upon notice of termination by Licensor, Licensee must:
i. Immediately cease using the Preview Clips in any manner and in any format
ii. Promptly return to Licensor any and all DVDs, video tapes, CD-ROMs or any other media which contain the Preview Clips
iii. Delete all files containing the Preview Clips, and any copies and/or derivations thereof, from its computer system.
- Choice of Law; Venue.
This Agreement will be governed by and construed in accordance with the laws of the State of California, as applied to agreements entered into and enforced entirely within the State of California between California residents. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. All disputes and legal proceedings which may arise hereunder shall be adjudicated in the County of Alameda in the State of California.
This Agreement may not be transferred or assigned by Licensee, whether voluntarily or by operation of law, without Licensor’s prior written consent. Licensor may assign its rights and duties hereunder without the prior written consent of Licensee to any person, firm or entity. This Agreement shall inure to the benefit of, and be binding upon all permitted parties hereto as well as their successors and assigns.
Licensee acknowledges that it has read this Agreement, understands its terms and conditions, and agrees to be bound to its terms and conditions. Licensee further acknowledges that this Agreement contains the entire understanding of the parties hereto with respect to the subject matter hereof, and supercedes any and all prior agreements, understandings, promises and representations made by either party to the other concerning the subject matter hereof and the terms and conditions applicable hereto. Except as otherwise expressly provided herein, any provision of this Agreement may be amended or modified only with the written consent of Licensor.
In no event shall any terms and conditions set forth in any invoice, delivery memo, or other correspondence from Licensee or his/her authorized representative change or modify this Agreement The failure of either party to enforce its rights under this Agreement at any time and for any period shall not be construed as a waiver of such rights. In the event that any of the provisions of this Agreement shall be held by a court of competent jurisdiction to be unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and remain enforceable. All provisions of this Agreement relating to warranties, proprietary rights, limitation of liability, and indemnification obligations shall survive the termination or expiration of this Agreement. The section headings used herein are included for reference and convenience only and are not to be used in the interpretation of this Agreement.
NatureFootage, Inc. (ph): 831.375.2313 (fax): 831.621.9559 (email): [email protected]
© 2005-2015 NatureFootage. All rights reserved.