GREENSCREEN ANIMALS STUDIO TERMS
Conditions for Use of Images and Footage of Licensor
THIS IS A LEGAL AGREEMENT BETWEEN LICENSEE AND LICENSOR AS DEFINED IN THE DEAL TERMS TO WHICH THESE STANDARD TERMS ARE ATTACHED.
1. Definitions. In this Agreement the following definitions apply:
1.1 "Licensed Materials" means any still image, film or video footage, audio product, visual representation generated optically, electronically, digitally or by any other means, including any negatives, transparencies, film imprints, prints, original digital files or any Reproductions thereof, including without limitation metadata, captions, text or other information or any other product protected by copyright, trademark, patent or other intellectual property rights, which is licensed to Licensee by Licensor pursuant to the terms of this Agreement. Any reference in this Agreement to the Licensed Materials shall be to each individual item within the Licensed Materials and also to the Licensed Materials as a whole.
1.2 "Licensee" means the person or entity purchasing a license hereunder as defined in the Deal Terms.
1.3 “Licensor” means GreenScreen Animals, LLC
1.4 "Reproduction" and "Reproduce" mean any form of copying or publication of the whole or a part of any Licensed Materials, via any medium and by whatever means.
1.5 "Rights and Restrictions" means the information: (i) accompanying the Licensed Materials on the Licensor's website (including all areas of the purchase process); (ii) in the Deal Terms/Invoice; (iii) in the editorial feed; or (iv) in any other written communication accompanying the Licensed Materials. The Rights and Restrictions are hereby incorporated into this Agreement and all references to the Agreement shall include the Rights and Restrictions.
1.6 “Project” means the singular creative or promotional vehicle that incorporates the licensed materials (e.g. a TV commercial, a web advertisement etc.). Multiple projects cannot be made from a clip or still image without prior
written consent and/or additional fees.
2. Grant of Rights and Restriction on Rights.
2.1 Licensor hereby licenses to Licensee an irrevocable, non-exclusive, non-sub licensable, non-transferable and non-assignable (except as provided in the Deal Terms/Invoice in accordance with the terms herein) right to use and Reproduce the Licensed Materials identified in the Deal Terms/Invoice attached to these Standard Terms subject to the specific restrictions set forth therein, the Rights and Restrictions and solely to the extent explicitly stated in this Agreement ("Rights").
2.2 Use of the Licensed Materials is strictly limited to the use, medium, period of time, print run, placement, size of Licensed Materials, territory and any other restrictions specified in the Rights and Restrictions and in the Deal Terms/Invoice. Licensee may utilize the Licensed Materials in any production process that may be necessary for the intended use specified in the Rights and Restrictions and in the Deal Terms/Invoice.
2.3 Unless additional rights are stipulated in the Rights and Restrictions and/or in the Deal Terms or licensed to Licensee pursuant to a separate license agreement, the Licensed Materials may not be used for any merchandising use out of context of the Final Product or any out of context advertising, promotion, publicity or other material related to the Final Product.
2.4 While efforts have been made to correctly caption the subject matter of the Licensed Materials, Licensor does not warrant that such information is accurate.
2.5 Pornographic, defamatory or otherwise unlawful use of the Licensed Materials is strictly prohibited, whether directly or in context or juxtaposition with specific subject matter.
2.6 Licensee may not make the Licensed Materials available in any medium in a manner intended to allow or invite persons to download or extract the Licensed Materials except as incorporated into the Final Product or in any advertising, promotion, publicity or other material relating to the Final Product.
2.7 Unless otherwise authorized by applicable law or specified in the Rights and Restrictions and/or in the Deal Terms, this Agreement does grant Licensee any other right, directly or indirectly, to Reproduce the final product of the licensed use in any other manner.
2.8 Licensed Materials shall not be used contrary to any restriction on use that is provided to Licensee prior to or at the time the License Materials are delivered to Licensee. Such restrictions may be included in the Rights and Restrictions, in the Deal Terms. Any such restriction provided to Licensee shall be incorporated into and become part of this Agreement.
2.9 Where Licensee is licensing Licensed Materials on behalf of a third party, Licensee shall disclose that third party (“Third Party”) in writing to Licensor prior to signature of the Agreement. Further, Licensee hereby represents and warrants that: (i) it is authorized to act as an agent on behalf of the Third party and has full power and authority to bind the Third Party to this Agreement, (ii) the Third Party will comply in all respects with the terms of this Agreement; and (ii) the Third Party will not dispute Licensee's power and authority to act on behalf of the Third Party to comply with the terms of this Agreement. Nothing in this section shall serve to excuse Licensee's obligation to make payment to Licensor for the Licensed Materials.
2.10 Licensor retains all right, title, and interest in and to all of the copyrights, patent rights, trademarks, trade secrets, and all other proprietary rights in the Licensed Materials. No rights in any Licensed Materials are granted except the limited licenses specified in this Agreement. Any right, title or interest arising in any compilation or derivative work created using any Licensed Materials shall not entitle Licensee to use any Licensed Materials except as permitted hereunder. Licensee does not acquire any copyright ownership or equivalent rights in or to any Licensed Materials or any other property of Licensor or its suppliers as a result of any license hereunder from Licensor to Licensee. For avoidance of doubt, Licensee or its permitted assignee/licensee shall be the sole and exclusive owner of all right, title and interest in and to the Final Product, which may include the Licensed Materials.
3. Credit and Intellectual Property
3.1 Copyright. No ownership or copyright in any Licensed Materials shall pass to Licensee by the issuance of the license contained in the Agreement. Except as expressly stated in this Agreement, Licensor neither grants nor licenses to Licensee any right or license, express or implied, to the Licensed Materials.
3.2 Trademarks. In connection with the use of "GreenScreen Animals" or any other of Licensor's trade names, trademarks, logos or service marks ("Marks"), Licensee acknowledges and agrees that (i) Licensor's Marks are and shall remain the sole property of Licensor; (ii) nothing in this Agreement shall confer upon Licensee any right of ownership in Licensor's Marks. Except for credits as set forth herein, this Agreement does not grant Licensee any right to use the trademarks or service marks of Licensor.
3.3 Notice of Violations. Licensee will make commercially reasonable efforts to immediately notify Licensor if it becomes aware of or suspects that any third party has gained access to the Licensed Materials through Licensee or is wrongfully using the Licensed Materials, in whole or in part, or is violating any of Licensor's intellectual property rights, including, but not limited to, Marks and copyrights.
4. Warranty, Limitation of Liability and Termination.
4.1 Licensor warrants that (i) it has all necessary rights and authority to enter into and perform this Agreement including, but not limited to any and all copyrights, trademarks, and rights in the likenesses of any people (if any) depicted in the Licensed Materials, and that the consent of no other person or entity is required to enable Licensee to use the Licensed Materials in the Final Product; (ii) the Licensed Materials will be free from defects in Materials and workmanship; (iii) Licensee's use of the Licensed Materials when used in accordance with this Agreement, will not infringe on any copyrights or moral rights of any person or entity.
4.2 Licensor makes no warranties, nor shall Licensor be liable, for any claims related to or arising from Licensee use of Licensed Materials which: (a) Licensor has otherwise notified Licensee not to use the Licensed Materials prior to the beginning of the Term of the license for the applicable Licensed Materials.
4.3 EXCEPT AS MAY BE OTHERWISE EXPRESSLY STATED IN THESE STANDARD TERMS, LICENSOR, ON BEHALF OF ITSELF AND ITS CONTENT SOURCES MAKES NO OTHER WARRANTY, EXPRESS, IMPLIED OR STATUTORY REGARDING ANY LICENSED MATERIALS, ITS ONLINE SYSTEMS, OR ANY RIGHTS OR LICENSES UNDER THIS AGREEMENT.
4.4 In the event of a breach or alleged breach of this Agreement by Licensee, Licensor hereby waives its rights to seek injunctive or other equitable relief in connection with the Final Product, including without limitation the advertising, promotion, publicity and marketing, or use in other material in connection therewith, and Licensor agrees and acknowledges that Licensor shall be limited to its remedy at law for damages, if any.
5.1 Licensor shall defend, indemnify and hold Licensee and its parent, subsidiaries and commonly owned or controlled affiliates and their respective officers, directors and employees harmless from all damages (except punitive damages not directly attributable to acts of Licensor), liabilities and expenses (including reasonable outside attorneys' fees and permitted and authorized costs) arising out of or connected with any actual or threatened lawsuit, claim or legal proceeding alleging that Licensor is in breach of its warranties set forth in Section 4 above or any other breach of any other warranty, representation or agreement made herein. The foregoing states Licensor's entire indemnification obligation under this Agreement.
5.2 Licensee shall defend, indemnify and hold Licensor and its parent, subsidiaries and commonly owned or controlled affiliates and their respective officers, directors and employees harmless from all damages (except punitive damages not directly attributable to acts of Licensee), liabilities and expenses (including reasonable outside attorneys' fees and permitted and authorized costs) arising out of or as a result of claims by third parties relating to: (i) Licensee's use or failure or the use or failure of any of Licensee's authorized employees, contractors, employers, agents, clients, principals, or other authorized users of any Licensed Materials outside the scope of this Agreement; (ii) any other actual or alleged breach by Licensee of this Agreement; (iii) Licensee's failure to obtain any required release; and/or (iv) Licensee's use or modification of any Licensed Materials or the combination of any Licensed Materials with any text or other content, excluding claims based upon the use of the Licensed Material as permitted by this Agreement or to the extent arising out of a breach or alleged breach by Licensor of any representation, warranty or covenant contained herein. In any dispute between Licensee and Licensor for breach of this Agreement each party agrees to be responsible for its own reasonable outside attorneys' fees, legal expert fees, court costs and other legal expenses.
5.3 The party seeking indemnification pursuant to this Section 5 shall promptly notify the other party of such claim in writing. At indemnifying party's option, indemnifying party may assume the handling, settlement or defense of any claim or litigation, in which event the indemnified party shall cooperate in the defense of any such claim or litigation. Indemnified party shall have the right to participate in such litigation, at its expense, through counsel selected by the indemnified party.
6. Condition of Licensed Materials.
6.1 Licensee should examine all Licensed Materials for possible defects (whether digital or otherwise) before sending any Licensed Materials for Reproduction.
7. License Cancellation Fee.
7.1 If Licensee requests in writing to cancel this Agreement within ten (10) days of the date of receipt by Licensee or Purchaser of the Licensed Materials, and such Licensed Materials have not been used by Licensee, Licensor may cancel this Agreement and issue a credit to Licensee's account or credit card in an amount up to fifty percent (50%) of the License Fee minus a composite/layout fee that will be charged at Licensor's the standard rate. Nothing in this Section 7 shall apply to research, lab, service fees, administration fees or editorial subscription fees which shall be payable according to the terms stated on the Deal Terms/Invoice and shall be non-refundable under any circumstance.
8. Interest or Cancellation on Overdue Invoices.
8.1 If Licensee fails to pay Licensor's Invoice in full within the time specified in the Deal Terms, Licensor may add a service charge of one-and-one-half percent (1.5%) per month, or such lesser amount as is allowed by law, on any unpaid balance until payment is received.
9. Custom Information.
9.1 Licensor will retain customer information in the instances that a Licensee or potential Licensee provides information including but not limited to full name, company and/or organization, email address, and phone number from a) an email exchange with a representative of the Licensor, b) registration or help request through Licensor’s company website, c) or phone conversation with representative of the Licensor. This information is securely stored by Licensor and is not in any way made available to persons outside of the Licensor’s representatives.
9.2 Customer information stored by Licensor is used only for the purposes of marketing and/or customer services. No information will be shared with, sold to, or provided in any way to any outside party. At any time, Licensee with customer information stored by Licensor may request to review any and all stored customer information related to said Licensee, and any customer information stored relating to Licensee can be deleted and removed in its entirety from Licensor’s customer information database upon request.
9.3 Licensor does not retain or store any information regarding payment or private information from Licensee including but not limited to credit card information, bank account information, social security numbers, or tax-related information. Licensor does not request nor require any information regarding payment or private information from Licensee outside of the secure online payment process, during which no private payment information is retained, viewed, or made aware of to Licensor without the express permission of the Licensee. Any information of this nature provided by Licensee to Licensor is done so at Licensee’s own behest.
10. Miscellaneous Terms.
10.1 Electronic Storage. Licensee may not make additional high-resolution copies of the Licensed Materials. Licensee shall maintain a robust firewall to safeguard against unauthorized third-party access to the Licensed Materials. Notwithstanding the foregoing, Licensee may make one (1) high-resolution backup copy of the Licensed Materials for security purposes only. If use of Licensed Materials is permitted on the Internet, or any other online or interactive media, Licensee shall use Licensee's best efforts to protect the Licensed Materials to ensure that it cannot be copied, and in the case of Licensed Materials comprised of footage (as compared to still images), ensure that such footage remains in the linear production for which it was licensed and cannot be searched by shot, removed and/or downloaded or broadcast separately.
10.2 Governing Law. This Agreement will be governed in all respects by the laws of the State of California, U.S.A., without reference to its laws relating to conflicts of law. Any disputes arising from this Agreement or its enforceability shall be settled by binding arbitration subject to the rules of JAMS with Los Angeles, California being the venue for exclusive jurisdiction. All arbitration proceedings shall be closed to the public and confidential and all records relating thereto shall be permanently sealed, except as necessary to obtain court confirmation of the arbitration award.
10.3 Severability. If one or more of the provisions contained in the Agreement is found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected. Such provisions shall be revised only to the extent necessary to make them enforceable.
10.4 Waiver. No action of either party, other than express written waiver, may be construed as a waiver of any provision of this Agreement. A delay on the part of either party in the exercise of its rights or remedies will not operate as a waiver of such rights or remedies, and a single or partial exercise by either party of any such rights or remedies will not preclude other or further exercise of that right or remedy. A waiver of a right or remedy on any one occasion will not be construed as a bar to or waiver of rights or remedies on any other occasion.
10.5 Entire Agreement. This Agreement contains all the terms of the license agreement and no terms or conditions may be added or deleted unless made in writing and signed by an authorized representative of both parties. It is understood and agreed that no purchase order or similar document issued by Licensee or Licensor shall modify this Agreement even if signed by Licensor. In the event of any inconsistency between the terms contained herein and the terms contained on any purchase order sent by Licensee, the terms of this Agreement shall govern.
10.6 Taxes. All License Fees are exclusive of any applicable sales, use, withholding or other transactional taxes, which are the sole responsibility of Licensee. Licensor does not accept resale certificates without prior written approval and at Licensor's sole discretion.
10.7 Force Majeure. If Licensor's performance of any of its obligations hereunder is delayed by labor dispute, war, governmental action, acts of terrorism, food, ire, explosion, other acts of nature, the public enemy, or any other matter not within Licensor's reasonable control, then the date for performance shall be extended by the time of such delay.
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