TERMS AND CONDITIONS OF LICENSE AGREEMENT FOR LICENSING FILM CLIPS FROM WORLD STOCK FOOTAGE LTD.
1.Binding Agreement. This Click-Through/End-User License Agreement (“EULA”) is a legal contract between You and/or Your organization (“You”) and World Stock Footage Ltd. (“WSF”), a British Virgin Islands registered company with its principal place of business at Room 601, 6/F, Yue Xiu Building, 160-175 Lockhart Road, Wanchai, Hong Kong. You agree and signify Your assent to be bound by the terms of this EULA by doing any of the following: (a) clicking or checking the “I accept” box at the end of this agreement; (b) breaking the seal on the case enclosing the disk containing WSF or WSF-controlled film clips; (c) initiating a download of any WSF or WSF-controlled film clips from the China-in-a-Box Web site; or (d) clicking “I accept” when presented with this EULA by any CD-ROM/DVD containing WSF or WSF-controlled film clips. This EULA will be effective immediately upon You taking any of the actions listed above. If You do not agree to the terms of this EULA, do not take any of the above listed actions and promptly destroy any disk or delete any file containing WSF or WSF-controlled film clips.
2.License. WSF hereby grants You and Your Affiliates (defined as any company, corporation or entity that, directly or indirectly, controls, is controlled by, or is under common control with You, including any entity in which You hold, directly or indirectly, at least a fifty percent (50%) equity interest) a non-exclusive, worldwide limited license to use, reproduce, market, store, distribute, have distributed, publicly and privately display, communicate, transmit, have transmitted, create derivative works based upon, and promote the specific WSF-owned and WSF-controlled film clips (the “Clips”) paid for by You through the China-in-a-Box Web Site, for non-commercial or commercial purposes for an unlimited period of time. The Clips may also be used by You in screenshots for online and offline promotional materials. However, while you may sell and license derivative works You create containing the Clips, which have substantial creative work that you add to the Clips, notwithstanding any language in this EULA, the Clips in and of themselves (or works that contains the Clip(s) and essentially no additional creative work besides the Clip(s)) may not be re-sold or sub-licensed by You to any third-party.
3.Fees. You agree to pay the fees for receiving and/or using the Clips according to the schedule of fees detailed on the China-in-a-Box Web site. Such schedule of fees is hereby incorporated by reference.
4.Limitation of Liability. You agree that WSF’s total liability to You and any other party for any loss, damages or penalties resulting from any claims, demands, lawsuits or other causes of action arising from Your use of the Clips shall be limited to the license fee You have paid to WSF for the use of the Clips. You agree that WSF is not responsible or liable for, and You agree to hold WSF harmless for, any indirect, incidental, consequential, special, punitive or exemplary damages or lost profits resulting from Your use of the Clips, regardless of whether You have informed WSF of the possibility of such damages or lost profits.
5.Intellectual Property Rights. You acknowledge and agree that WSF owns and/or controls all rights and interests in the Clips and that such Clips are protected under the Copyright Act of the United States as well as all other countries in which You may use the Clips or distribute works containing the Clips. This EULA does not convey to You any rights or any interest in any of the Clips or any other WSF intellectual property whatsoever. It only grants You a limited right of use of the Clips revocable in accordance with the terms of this License. Furthermore, You agree to make WSF aware of any infringement of the Clips You believe is taking place by any person or entity in the world to the extent You gain knowledge of such activity.
6.Copyright Protections. You agree to use all technologically feasible copyright protections known to the public to protect the Clips from being illegally copied by Your customers or third-parties. Such protections include using available digital rights management technology, making Your consumers sign a virtual license or end-user license whereby they agree not to make copies of the Clips or works containing the Clips, warning Your customers and third-parties where feasible against making illegal copies or making illegal copies available to others, and when making works including the Clips available to the public online, allowing the public to view the work through a stream rather than a download.
7.Unauthorized Use Without limiting WSF’s rights with respect to the Clips, all of which are specifically reserved, unauthorized use of these Clips constitutes copyright infringement and shall entitle WSF to exercise all rights and remedies under applicable copyright law, including an injunction preventing further use and monetary damages. The foregoing is not a limiting statement of WSF’s rights or remedies in connection with any unauthorized use.
8.WSF Trademarks. Except for credits required under Paragraph 13 below, You may not use the trademarks or service marks of WSF without WSF’s prior written consent.
9.Indemnification. You accept full legal responsibility for all of Your uses of the Clips. You agree to hold harmless and indemnify WSF for any and all demands, claims, legal action and damages, including all of WSF’s reasonable attorney’s fees and costs, against WSF that may arise out of Your use of the Clips. You further agree to reimburse WSF for all reasonable attorney’s fees and costs incurred by WSF as a result of any subpoena, third party discovery request, or formal or informal legal inquiry to WSF arising from Your use of the Clips. In any legal action regarding the enforcement of this provision, WSF shall be entitled to recover from You all of its attorney’s fees and costs if WSF prevails in such a legal proceeding.
10.Clips Licensed As-Is with No Warranty. While WSF believes that it has all intellectual property and clearance rights necessary to grant this EULA, You agree that WSF will not indemnify You for any demands, claims, legal action and damages that are brought against You for any uses You make of the Clips, including any claims that any use of the Clips constitute copyright infringement or infringements on the rights of publicity or privacy. Nor will WSF reimburse You for any attorney’s fees You incur due to such actions. You agree that WSF licenses You the Clips on an as-is basis with no promise of warranty whatsoever.
11.Third-Party Clearances. WSF makes no warranties regarding third-party clearances or payments to third-parties and You agree that you will not bring any action against WSF for any clearances or third-party payments whose need comes to light in the future. You agree that WSF is not responsible for any fees demanded by third-parties who approach You and demand additional fees for the use of the Clips. Furthermore, while WSF is not aware of any circumstances that would require additional third-party fees, it is Your responsibility to obtain additional clearances and pay incurred fees to third-parties if and when applicable. In addition to any other fees that may become necessary, this includes payments for Your uses of any trademarks contained within the Clips.
12.No Representations on Appropriateness of Subject Matter. WSF makes no representations or warranties with respect to the subject matter of any Clip or underlying rights to proprietary material depicted within any Clip. WSF makes no representation or warranty as to the accuracy of any information provided with the Clips. Any license granted by WSF shall not constitute a representation that a Clip is compatible for use with any other material. You are solely responsible for the use of any Clip in combination with any other material. You are responsible for any actions or ramifications that occur do to Your use of the Clips in connection with any sensitive topics. Sensitive topics include, without limitation, topics that may depict the subject matter of a Clip in a negative or unfavorable light or subject persons to ridicule, and topics regarding all sexual issues, substance abuse, physical or mental abuse, alcohol, drugs, tobacco, AIDS, cancer, or serious physical or mental ailments, or the disparagement of a person, product, company, or government.
13.Credit. Where editorially and technologically feasible, You will credit WSF for the use of the Clips, such as in the credits at the end of a movie in which the Clips are used. Such credits will include a listing of the China-in-a-Box URL/web address. You shall contact WSF if there are any questions regarding image credits.
14.Copies. Upon WSF’s request, You shall provide to WSF, free of charge, two (2) copies of any product or film created by You, which contains the Clips in any form. You also agree that upon WSF’s request, You will provide WSF with screen captures of pages that are created or controlled by You, on which the Clips are used. You agree that WSF may use portions or copies of these products, films, or screen captures in WSF’s promotional material to show how WSF or WSF-controlled Clips can be used or the types of films or products that can be created using the WSF or WSF-controlled Clips.
15.Governing Law. You agree that in all disputes arising out of use of the Clips, this EULA shall be construed under the laws of the Commonwealth of Virginia in the United States and that if there is a dispute wherein WSF claims that You are engaging in Copyright infringement of any WSF or WSF-controlled clips, that such a dispute shall be construed under the Copyright Act of the United States. You consent to the jurisdiction and venue of any state or federal court with original jurisdiction over the Commonwealth of Virginia (within 50 miles of the District of Columbia) or the District of Columbia upon service of process made in accordance with the statutes of the Commonwealth of Virginia or the District of Columbia (depending on the location of the Court) and the United States. You further agree that any and all causes of action hereunder by and between You and WSF shall be brought solely within the state and federal courts having original jurisdiction over the Commonwealth of Virginia (within 50 miles of the District of Columbia) or the District of Columbia.
16.Severability. If any portion of this EULA shall be declared void, voidable, or unenforceable by a court of competent jurisdiction, such declaration shall have no effect on the remainder of this EULA.
17.No Waiver. The failure of WSF to enforce any rights granted hereunder or to take action against You in the event of any breach of this EULA shall not be deemed a waiver by WSF as to subsequent enforcement of rights or subsequent actions in the event of future breach
18.Term and Termination. This EULA is effective upon Your acceptance as described in paragraph 1 above, and shall continue until terminated. WSF may terminate this EULA if You breach any term of this EULA. Such termination will become effective immediately upon Your breach of the EULA. Upon such termination by WSF, You agree to immediately destroy all copies of the Clips in Your possession, whether on CD-Rom, DVD, disc, videotape, computer, computer server or otherwise. Termination of this EULA shall not relieve You of Your obligation to pay any fees due to WSF.
19.No Oral Modification. This EULA may not be modified orally. Any modification, supplement or codicil to this EULA must be made in writing and signed by You and an authorized agent of WSF. However, to the extent You send WSF a purchase order or similar document, that document shall not modify this EULA even if signed by WSF.
20.Miscellaneous. The parties hereto acknowledge that they have read this EULA and understand it, and they agree to be bound by all its terms and conditions. They further agree that this EULA constitutes the entire agreement between the parties with respect to the subject matter hereof and merges all prior and contemporaneous communications. This EULA will inure to the benefit of any successors in interest to WSF or companies that purchase the assets of WSF.
21.No Assignment. While the obligations of this EULA are binding upon the parties and their successors, You agree that You will not and may not assign or transfer this EULA or the rights hereunder in any manner without WSF’s prior written consent.
22.Notices Any notice, approval, request, authorization, direction or other communication that You need to send to WSF regarding this EULA shall be given in English in writing and will be deemed to have been delivered and given for all purposes (i) on the delivery date if delivered by confirmed facsimile; (ii) on the delivery date if delivered personally to an authorized representative of WSF; (iii) one business day after deposit with a commercial overnight carrier, with written verification of receipt; or (iv) five business days after the mailing date, whether or not actually received, if sent by U.S. mail, return receipt requested, postage and charges prepaid, or any other means of rapid mail delivery for which a receipt is available. In the case of WSF, such notice will be provided to Philip Qu, World Stock Footage Ltd, Room 601, 6/F, Yue Xiu Building, 160-175 Lockhart Road, Wanchai, Hong Kong (email: legal@worldstockfootage.com). You agree that You may receive all notices via the email address that You have provided to WSF and that the sending of such email by WSF to that address will constitute a valid notice under this EULA whether or not delivery has been confirmed. You are solely responsible for providing WSF with a valid email address should You wish the email address to which WSF should send notices changes.
23.Representations and Warranties Each party represents and warrants to the other party that: (i) such party has the full corporate right, power and authority to enter into this EULA and to perform the acts required of it hereunder; (ii) the execution of this EULA by such party, and the performance by such party of its obligations and duties hereunder, do not and will not violate any agreement to which such party is a party or by which it is otherwise bound; (iii) when executed and delivered by such party, this EULA will constitute the legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms; and (iv) such party acknowledges that the other party makes no representations, warranties or agreements related to the subject matter hereof which are not expressly provided for in this EULA.
24.Export Controls. You shall adhere to all applicable laws, regulations and rules in all applicable countries relating to the export of products, including films and video products at all times. Any fees, costs, attorneys’ fees or damages incurred by WSF as a result of actions or charges against WSF because of Your violation or alleged violations of such laws shall be indemnified by You in accordance with above Paragraph 9.
25.Headings. The captions and headings used in this EULA are inserted for convenience only and shall not affect the meaning or interpretation of this EULA
2.License. WSF hereby grants You and Your Affiliates (defined as any company, corporation or entity that, directly or indirectly, controls, is controlled by, or is under common control with You, including any entity in which You hold, directly or indirectly, at least a fifty percent (50%) equity interest) a non-exclusive, worldwide limited license to use, reproduce, market, store, distribute, have distributed, publicly and privately display, communicate, transmit, have transmitted, create derivative works based upon, and promote the specific WSF-owned and WSF-controlled film clips (the “Clips”) paid for by You through the China-in-a-Box Web Site, for non-commercial or commercial purposes for an unlimited period of time. The Clips may also be used by You in screenshots for online and offline promotional materials. However, while you may sell and license derivative works You create containing the Clips, which have substantial creative work that you add to the Clips, notwithstanding any language in this EULA, the Clips in and of themselves (or works that contains the Clip(s) and essentially no additional creative work besides the Clip(s)) may not be re-sold or sub-licensed by You to any third-party.
3.Fees. You agree to pay the fees for receiving and/or using the Clips according to the schedule of fees detailed on the China-in-a-Box Web site. Such schedule of fees is hereby incorporated by reference.
4.Limitation of Liability. You agree that WSF’s total liability to You and any other party for any loss, damages or penalties resulting from any claims, demands, lawsuits or other causes of action arising from Your use of the Clips shall be limited to the license fee You have paid to WSF for the use of the Clips. You agree that WSF is not responsible or liable for, and You agree to hold WSF harmless for, any indirect, incidental, consequential, special, punitive or exemplary damages or lost profits resulting from Your use of the Clips, regardless of whether You have informed WSF of the possibility of such damages or lost profits.
5.Intellectual Property Rights. You acknowledge and agree that WSF owns and/or controls all rights and interests in the Clips and that such Clips are protected under the Copyright Act of the United States as well as all other countries in which You may use the Clips or distribute works containing the Clips. This EULA does not convey to You any rights or any interest in any of the Clips or any other WSF intellectual property whatsoever. It only grants You a limited right of use of the Clips revocable in accordance with the terms of this License. Furthermore, You agree to make WSF aware of any infringement of the Clips You believe is taking place by any person or entity in the world to the extent You gain knowledge of such activity.
6.Copyright Protections. You agree to use all technologically feasible copyright protections known to the public to protect the Clips from being illegally copied by Your customers or third-parties. Such protections include using available digital rights management technology, making Your consumers sign a virtual license or end-user license whereby they agree not to make copies of the Clips or works containing the Clips, warning Your customers and third-parties where feasible against making illegal copies or making illegal copies available to others, and when making works including the Clips available to the public online, allowing the public to view the work through a stream rather than a download.
7.Unauthorized Use Without limiting WSF’s rights with respect to the Clips, all of which are specifically reserved, unauthorized use of these Clips constitutes copyright infringement and shall entitle WSF to exercise all rights and remedies under applicable copyright law, including an injunction preventing further use and monetary damages. The foregoing is not a limiting statement of WSF’s rights or remedies in connection with any unauthorized use.
8.WSF Trademarks. Except for credits required under Paragraph 13 below, You may not use the trademarks or service marks of WSF without WSF’s prior written consent.
9.Indemnification. You accept full legal responsibility for all of Your uses of the Clips. You agree to hold harmless and indemnify WSF for any and all demands, claims, legal action and damages, including all of WSF’s reasonable attorney’s fees and costs, against WSF that may arise out of Your use of the Clips. You further agree to reimburse WSF for all reasonable attorney’s fees and costs incurred by WSF as a result of any subpoena, third party discovery request, or formal or informal legal inquiry to WSF arising from Your use of the Clips. In any legal action regarding the enforcement of this provision, WSF shall be entitled to recover from You all of its attorney’s fees and costs if WSF prevails in such a legal proceeding.
10.Clips Licensed As-Is with No Warranty. While WSF believes that it has all intellectual property and clearance rights necessary to grant this EULA, You agree that WSF will not indemnify You for any demands, claims, legal action and damages that are brought against You for any uses You make of the Clips, including any claims that any use of the Clips constitute copyright infringement or infringements on the rights of publicity or privacy. Nor will WSF reimburse You for any attorney’s fees You incur due to such actions. You agree that WSF licenses You the Clips on an as-is basis with no promise of warranty whatsoever.
11.Third-Party Clearances. WSF makes no warranties regarding third-party clearances or payments to third-parties and You agree that you will not bring any action against WSF for any clearances or third-party payments whose need comes to light in the future. You agree that WSF is not responsible for any fees demanded by third-parties who approach You and demand additional fees for the use of the Clips. Furthermore, while WSF is not aware of any circumstances that would require additional third-party fees, it is Your responsibility to obtain additional clearances and pay incurred fees to third-parties if and when applicable. In addition to any other fees that may become necessary, this includes payments for Your uses of any trademarks contained within the Clips.
12.No Representations on Appropriateness of Subject Matter. WSF makes no representations or warranties with respect to the subject matter of any Clip or underlying rights to proprietary material depicted within any Clip. WSF makes no representation or warranty as to the accuracy of any information provided with the Clips. Any license granted by WSF shall not constitute a representation that a Clip is compatible for use with any other material. You are solely responsible for the use of any Clip in combination with any other material. You are responsible for any actions or ramifications that occur do to Your use of the Clips in connection with any sensitive topics. Sensitive topics include, without limitation, topics that may depict the subject matter of a Clip in a negative or unfavorable light or subject persons to ridicule, and topics regarding all sexual issues, substance abuse, physical or mental abuse, alcohol, drugs, tobacco, AIDS, cancer, or serious physical or mental ailments, or the disparagement of a person, product, company, or government.
13.Credit. Where editorially and technologically feasible, You will credit WSF for the use of the Clips, such as in the credits at the end of a movie in which the Clips are used. Such credits will include a listing of the China-in-a-Box URL/web address. You shall contact WSF if there are any questions regarding image credits.
14.Copies. Upon WSF’s request, You shall provide to WSF, free of charge, two (2) copies of any product or film created by You, which contains the Clips in any form. You also agree that upon WSF’s request, You will provide WSF with screen captures of pages that are created or controlled by You, on which the Clips are used. You agree that WSF may use portions or copies of these products, films, or screen captures in WSF’s promotional material to show how WSF or WSF-controlled Clips can be used or the types of films or products that can be created using the WSF or WSF-controlled Clips.
15.Governing Law. You agree that in all disputes arising out of use of the Clips, this EULA shall be construed under the laws of the Commonwealth of Virginia in the United States and that if there is a dispute wherein WSF claims that You are engaging in Copyright infringement of any WSF or WSF-controlled clips, that such a dispute shall be construed under the Copyright Act of the United States. You consent to the jurisdiction and venue of any state or federal court with original jurisdiction over the Commonwealth of Virginia (within 50 miles of the District of Columbia) or the District of Columbia upon service of process made in accordance with the statutes of the Commonwealth of Virginia or the District of Columbia (depending on the location of the Court) and the United States. You further agree that any and all causes of action hereunder by and between You and WSF shall be brought solely within the state and federal courts having original jurisdiction over the Commonwealth of Virginia (within 50 miles of the District of Columbia) or the District of Columbia.
16.Severability. If any portion of this EULA shall be declared void, voidable, or unenforceable by a court of competent jurisdiction, such declaration shall have no effect on the remainder of this EULA.
17.No Waiver. The failure of WSF to enforce any rights granted hereunder or to take action against You in the event of any breach of this EULA shall not be deemed a waiver by WSF as to subsequent enforcement of rights or subsequent actions in the event of future breach
18.Term and Termination. This EULA is effective upon Your acceptance as described in paragraph 1 above, and shall continue until terminated. WSF may terminate this EULA if You breach any term of this EULA. Such termination will become effective immediately upon Your breach of the EULA. Upon such termination by WSF, You agree to immediately destroy all copies of the Clips in Your possession, whether on CD-Rom, DVD, disc, videotape, computer, computer server or otherwise. Termination of this EULA shall not relieve You of Your obligation to pay any fees due to WSF.
19.No Oral Modification. This EULA may not be modified orally. Any modification, supplement or codicil to this EULA must be made in writing and signed by You and an authorized agent of WSF. However, to the extent You send WSF a purchase order or similar document, that document shall not modify this EULA even if signed by WSF.
20.Miscellaneous. The parties hereto acknowledge that they have read this EULA and understand it, and they agree to be bound by all its terms and conditions. They further agree that this EULA constitutes the entire agreement between the parties with respect to the subject matter hereof and merges all prior and contemporaneous communications. This EULA will inure to the benefit of any successors in interest to WSF or companies that purchase the assets of WSF.
21.No Assignment. While the obligations of this EULA are binding upon the parties and their successors, You agree that You will not and may not assign or transfer this EULA or the rights hereunder in any manner without WSF’s prior written consent.
22.Notices Any notice, approval, request, authorization, direction or other communication that You need to send to WSF regarding this EULA shall be given in English in writing and will be deemed to have been delivered and given for all purposes (i) on the delivery date if delivered by confirmed facsimile; (ii) on the delivery date if delivered personally to an authorized representative of WSF; (iii) one business day after deposit with a commercial overnight carrier, with written verification of receipt; or (iv) five business days after the mailing date, whether or not actually received, if sent by U.S. mail, return receipt requested, postage and charges prepaid, or any other means of rapid mail delivery for which a receipt is available. In the case of WSF, such notice will be provided to Philip Qu, World Stock Footage Ltd, Room 601, 6/F, Yue Xiu Building, 160-175 Lockhart Road, Wanchai, Hong Kong (email: legal@worldstockfootage.com). You agree that You may receive all notices via the email address that You have provided to WSF and that the sending of such email by WSF to that address will constitute a valid notice under this EULA whether or not delivery has been confirmed. You are solely responsible for providing WSF with a valid email address should You wish the email address to which WSF should send notices changes.
23.Representations and Warranties Each party represents and warrants to the other party that: (i) such party has the full corporate right, power and authority to enter into this EULA and to perform the acts required of it hereunder; (ii) the execution of this EULA by such party, and the performance by such party of its obligations and duties hereunder, do not and will not violate any agreement to which such party is a party or by which it is otherwise bound; (iii) when executed and delivered by such party, this EULA will constitute the legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms; and (iv) such party acknowledges that the other party makes no representations, warranties or agreements related to the subject matter hereof which are not expressly provided for in this EULA.
24.Export Controls. You shall adhere to all applicable laws, regulations and rules in all applicable countries relating to the export of products, including films and video products at all times. Any fees, costs, attorneys’ fees or damages incurred by WSF as a result of actions or charges against WSF because of Your violation or alleged violations of such laws shall be indemnified by You in accordance with above Paragraph 9.
25.Headings. The captions and headings used in this EULA are inserted for convenience only and shall not affect the meaning or interpretation of this EULA