MASTER CONTENT FOOTAGE LICENSE
The following Standard Terms and Conditions and Defined Terms govern the terms by which Licensee may use any and all media content purchased or otherwise obtained from Company. This agreement may not be copied, modified or amended in any way without the written consent of Licensor. Licensee is required to click a terms agreement box to acknowledge that Licensee has reviewed this agreement and accepts all of the terms and conditions set forth herein.
STANDARD TERMS AND CONDITIONS
1. The Footage may not be used in any manner whatsoever except as expressly permitted hereunder. Accordingly, the Footage may not be used in promotional spots or other promotional materials for the Project (unless specified in the first page of the Agreement), in any compilation or excerpt of the Project, or in any other project without the prior written approval of Company. Use of the Footage by Licensee is not authorized until this Agreement has been fully executed.
2. Licensee hereby acknowledges receipt and acceptance of the Footage.
3. Company makes no warranties or representations other than that it owns the copyright in and to the Footage. Company’s liability to Licensee in the event of a breach of the foregoing warranty shall be limited to the amount of the License Fee.
4. Licensee acknowledges that Company grants to Licensee the right to use the Footage solely as described in this Agreement. Licensee warrants and represents that Licensee will obtain any and all necessary authorizations, clearances, consents and/or releases from any third parties whose rights may be affected by Licensee’s use of the Footage in the Project including, without limitation, all publicity rights or other rights permissions, and make all payments to or required by any union, guild or trade organizations (e.g. SAG, AFTRA). Licensee further warrants and represents that it shall not use the Footage in a manner that: (a) is disparaging, defamatory, embarrassing, humiliating, or makes light of Company, the Footage, or any element thereof; or (b) indicates or implies sponsorship or endorsement of, or affiliation with any product, service, person or entity.
5. Licensee shall fully defend, indemnify and hold harmless Company, its subsidiaries, affiliates and their respective officers, directors, agents, employees, sponsors, and television or other exhibitors (collectively, “Indemnified Parties”) against any and all claims, actions, losses, liabilities, damages, costs or expenses (including reasonable attorneys’ fees and expenses) arising out of the actions or omissions of Licensee, its employees or agents, or out of its breach or alleged breach of any warranty,
representation or other provision of this Agreement. If they so elect, the Indemnified Parties shall have the right to engage their own counsel in connection with such claims or to assume defense on their own behalf in the event Licensee fails to adequately defend or if the Indemnified Parties’ insurance carrier requests that such carrier defends any claims as a condition of coverage, and any costs incurred in connection therewith shall be promptly reimbursed by Licensee.
6. In addition to any other rights it may have against Licensee, Company shall have the right to immediately terminate this Agreement upon a breach or alleged breach by Licensee of any of its warranties, representations and obligations hereunder; provided, if such breach or alleged breach is curable, Licensee shall have the opportunity to cure such breach within ten (10) days after Licensee’s receipt of written notice from Company specifying such breach or alleged breach. Upon such termination, Licensee shall immediately return the Footage and all other Company-owned materials then in Licensee’s possession to Company at Licensee’s sole cost.
7. All payments to be made under this Agreement shall be made without any deduction or set-off and free and clear of and without deduction for or on account of any taxes, levies, imports, duties, charges, fees and withholdings of any nature now or hereafter imposed by any governmental, fiscal or other authority as required by law. If the Licensee to this Agreement is compelled to make any such deduction, it will pay to the receiving Party (Company) such additional amounts as are necessary to ensure receipt by the receiving Party (Company) of the full amount which that party would have received but for the deduction.
8. This Agreement shall be governed by applicable federal law and by the laws of the State of Maryland applicable to contracts entered into and to be wholly performed within this State. Licensee and Company hereby submit and consent to the exclusive jurisdiction of the State and federal courts located in the State of Maryland with venue in the County of Montgomery.
9. This Agreement contains the entire understanding and supersedes all prior understandings between the parties relating to the subject matter herein, and this Agreement cannot be changed or terminated except in a writing executed by both parties.
10. The defined terms on the attached Exhibit B are for informational purposes only unless any defined term is referenced otherwise in this Agreement.
11. Company warrants and represents that it has the rights to enter into this Agreement.
Abbreviated Defined Media Terms
All Media – Any and all media now known or hereafter invented.
Television – Exhibition via Standard and Non-Standard Television.
Theatrical – Exhibition to audiences where a fee for admission is charged.
Non-Theatrical/Transportation – In-flight or transportation exhibition, including rail, airline, and cruise.
Non-Theatrical/Institution – School, educational, instructional or institutional exhibition, including schools, museums, churches, camps, and libraries.
Festival – Exhibition at film festivals.
Electronic Media/Internet and Mobile – Exhibition via electronic playback devices, including personal and network computers, laptops, televisions, hand held portable devices and mobile phones.
Private Use – Exhibition via video cassettes, DVDs, digital videodiscs, and compact discs, etc.
Corporate/External – Exhibition to general public for a fee on behalf of a company.
Corporate/Internal – Exhibition free of charge on behalf of a company.
Advertising – Promotion by means of Television or otherwise.
PSA – Exhibition free of charge where no profit is generated to Licensee.and the primary purpose is to benefit the public interest by raising awareness of a particular issue.
Non-Standard Television – Exhibition other than Standard Television, including via cable, direct broadcast, satellite, microwave, wireless cable, etc.
Standard Television – Exhibition via UHF or VHF television broadcast station where broadcast is received without charge.
Publishing – Exhibition via text, still photo or illustration in magazines, books, e-newsletters, etc.