End User License Agreement
Free Stock Music and Footage Firm, Inc.
Terms and Conditions
1. The License: This is a license, not a sale. Footage Firm, Inc. and Free Stock Music (“Footage Firm”) continues to own all content, graphics, video clips, music, sound effects, templates, special effects and photographs (“Stock Files”). Subject to your acceptance of the terms of this agreement (“License Agreement”) Footage Firm hereby grants to you a non-exclusive, non-transferable, worldwide right to use the Stock Files as follows:
You may use the Stock Files for nearly any project, including feature films, broadcast, commercial, industrial, and educational video, print projects, multimedia, games, and the internet, as long as the Stock Files have been incorporated into any work with substantial value added by you. Thus, you could incorporate Stock Files into video productions, promotional materials, packaging, web page design, broadcast, products for sale, electronic and print publication, comps, and layouts.
2. Limitations: The Stock Files may not be sold as standalone clips/stock files, or included in any other media/stock product, library, or collection for distribution or resale. The Stock Files may not be used, in part or in whole, as a trademark or service mark, nor may you claim any proprietary rights of any sort in the Stock Files, or any part thereof. You may not make available some or all of the Stock Files on a web page or other display as a separate or downloadable reusable file, or disassemble, decompile, reverse engineer, translate, or otherwise decode the Stock Files for any reason whatsoever. If you provide Stock Files or Derivative Works to a client as part of your work product, the client may not reuse the Stock Files or Derivative Works for any purposes other than a review of your work product without purchasing a separate license.
3. Copyright: Footage Firm, its Licensors and Contributors retain all right, title, and interest in and to the Stock Files not expressly granted by the License Grant above. Such rights are protected by the United States and International Copyright laws and international treaty provisions. You may be held legally responsible for any copyright infringement that is caused or encouraged by your failure to abide by the terms of this agreement.
4. No Warranty: Footage Firm makes no representation or warranty with respect to the use of names, faces, trademarks, logos, registered or copyrighted designs or works of art depicted in any Stock File, and you must satisfy yourself that all necessary rights, model releases, consents or permissions as may be required for your intended usage are secured. All Footage Firm’s Stock Files are provided “as is.”
Footage Firm makes no representation or warranty either express or implied including but not limited to any implied warranties of merchantability, fitness for any particular use, quality of image, or compatibility with any computer hardware or other equipment, operating system or software program. Neither Footage Firm nor any of its directors, officers, employees, subsidiaries, affiliates, or agents shall be liable for any damages, whether direct, incidental, or consequential, or other damages arising out of the use of, or the inability to use, the Stock Files.
5. Remedy: Footage Firm’s limitation of liability and your sole remedy under the foregoing warranty is a replacement of, or a full refund for, the Stock File(s).
6. Limitation of Liability: Under no circumstances will Footage Firm be liable for any damages whatsoever (including, without limitation, damages for loss of business profits, business interruption, loss of business information, or other pecuniary loss) arising out of A) the use of or inability to use the Stock Files or B) the inability to obtain additional rights to the images (including making additional copies) even if Footage Firm has been advised of the possibility of such damages. In any event, the limit of liability of the copyright owner of the Stock File, their representative, and Footage Firm, shall be the fee paid for the Stock File to Footage Firm.
7. Termination: The license contained in this Agreement will terminate automatically without notice from Footage Firm if you fail to comply with any provision of the Agreement. Upon termination, you must immediately 1) stop using the Footage Firm Stock File(s) 2) return the Footage Firm Stock File(s) and all copies of it to Footage Firm 3) delete the Footage Firm Stock File(s) and all copies from all magnetic and digital media, and destroy all other copies. Your indemnity and payment obligations and Footage Firm’s rights in conjunction with those obligations shall survive any termination or expiration of this Agreement. The provisions of this paragraph are in addition to any other remedies and rights Footage Firm may have as a result of any breach of this Agreement. Neither party will be entitled to damages as a result of termination of this Agreement as provided herein.
8. Injunctive Relief: You agree that any breach of your obligations with respect to Footage Firm’s proprietary or intellectual property rights will result in irreparable injury to Footage Firm for which money damages are inadequate and you therefore agree that Footage Firm is entitled to injunctive relief in addition to any other relief that a court may deem proper.
9. Integration: Footage Firm reserves the right to pursue any claim or controversy relating to intellectual property rights, not by arbitration, but by a court located in the State of Delaware. In the event that either a court of competent jurisdiction directs us to go to court, or the matter involves copyright, you agree to fully reimburse Footage Firm for its reasonable legal fees, costs, and disbursements if Footage Firm is successful in the suit. Footage Firm reserves the right to seek an injunction to prevent breach of your obligation to Footage Firm’s intellectual property rights. Footage Firm reserves the right to withdraw Stock Files from use at any time, for any reason, and you agree to destroy any such file and discontinue the use of any Stock Files, Clips, and/or images that have been withdrawn from circulation by Footage Firm.
10. General Provisions: If any provision of this Agreement is found illegal or unenforceable, the legality and enforceability of the other provisions of the Agreement will not be affected. Your use of the Stock File(s) must be in compliance with all applicable law, including but not limited to, laws and regulations relating to export, currency, and the law of moral rights. This license will expressly not be governed by the United Nations Convention on Contracts for the International Sale of Goods. No license for usage of Footage Firm’s Products is granted until payment in full for the Product has been received by Footage Firm. No failure of either party to exercise or enforce any of its rights hereunder will serve as a waiver of such rights. This Agreement shall be governed in all respects by the laws of the State of Delaware, excluding its’ body of law relating to conflicts of law, and excluding the issue of copyright, including its validity, interpretation, performance, breach, or other matter. Any and all disputes arising under this agreement, with the above exceptions, shall be settled by arbitration pursuant to the rules of the American Arbitration Association. Judgment upon any arbitration award may be entered in the highest court having jurisdiction as provided herein. Footage Firm reserves the right to pursue any claim or controversy relating to intellectual property rights, not by arbitration, but by a court located in the State of Delaware. In the event that either a court of competent jurisdiction directs us to go to court, or the matter involves copyright, you agree to fully reimburse Footage Firm for its reasonable legal fees, costs, and disbursements if Footage Firm is successful in the suit. Footage Firm reserves the right to seek an injunction to prevent breach of your obligation to Footage Firm’s intellectual property rights. Footage Firm reserves the right to withdraw Stock Files from use at any time, for any reason, and you agree to destroy any such file and discontinue the use of any Stock Files, Clips, and/or images that have been withdrawn from circulation by Footage Firm.