1. Definitions.
1.1 "Licensed Material" means any still image, film or video footage, program, 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, or any other product protected by copyright, trademark, patent or other intellectual property right, which is licensed to Licensee by Licensors under the terms of this Agreement. Any reference in this Agreement to the Licensed Material shall be to each individual item within the Licensed Material and also to the Licensed Material taken as a whole.
1.2 "Reproduction" and "Reproduce" mean any form of copying or publication of the whole or a part of any Licensed Material, via any medium and by whatever means, and the distortion or manipulation of the whole or any part of the Licensed Material and the creation of any derivative work from the Licensed Material.
2. Grant of Rights & Restrictions.
2.1 Unless stated otherwise, Licensors grants to Licensee a non-exclusive, non-transferable, non-assignable, non-sublicensable right to download, Reproduce one (single) video DVD disc and display the material on a video monitor.
2.2 Use of the Licensed Material is strictly limited to Charitable, Educational, Training and Presentation purposes. The licence explicitly prohibits Broadcast, Advertising or Theatrical usage.
2.3 While efforts have been made to correctly caption the subject matter of the Licensed Material, The Licensors do not warrant that such information is accurate.
2.4 Licensed Material shall not be incorporated into a logo, trademark or service mark.
2.5 Licensed Material shall not be used contrary to any restriction on use that is notified to Licensee prior to or at the time the Licensed Material is delivered to Licensee, and may be provided on The Licensors’ websites or by any other means. Any such restriction provided to the Licensee shall be incorporated in this Agreement.
2.6 The Licensors may upon reasonable notice inspect any records, accounts and books relating to the Reproduction of any Licensed Material to ensure it is being used in accordance with this Agreement.
3. Copyright. Nothing in this Agreement shall be construed to pass to Licensee any ownership or copyright in any Licensed Material. Except as expressly stated in this Agreement, The Licensors grant Licensee no right or license, express or implied, to the Licensed Material.
4. Releases. The Licensors will notify Licensee if it has obtained a release from an individual or model and/or a property (real or personal) release for Licensed Material, either on The Licensors’ websites or by other means. Except where Licensee is specifically notified, The Licensors grant no rights and makes no warranties with regard to the use of names, people, property, trademarks, trade dress, registered, unregistered or copyrighted designs or works of art or architecture depicted in any Licensed Material. Where Licensed Material is unreleased, Licensee shall be solely responsible for determining whether a release is required in connection with any proposed use of such Licensed Material. Licensee acknowledges that some jurisdictions provide legal protection against a person’s image, likeness or property being used for commercial purposes without their consent. The Licensors make no representations or warranties as to whether or not any fees or payments may be due to any individual, model, or property (real or personal) contained in the Licensed Material, and Licensee shall be solely responsible for any such fees or payments to any third party including but not limited to any applicable trade union.
5. Warranty and Limitation of Liability.
5.1 The Licensors warrant that: (i) it has all necessary rights and authority to enter into and perform this Agreement; (ii) the Licensed Material will be free from defects in material and workmanship for 30 days from delivery (Licensee’s sole and exclusive remedy for a breach of this warranty being the replacement of the Licensed Material); and (iii) subject to Section 4 above (Releases), Licensee’s use of the Licensed Material in its original form, and when used in accordance with this Agreement will not infringe on any copyright, moral right, trademark or other intellectual property right and will not violate any right of privacy or right of publicity.
5.2 THE LICENSORS MAKE NO OTHER WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE LICENSED MATERIAL, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE LICENSORS SHALL NOT BE LIABLE TO LICENSEE OR ANY OTHER PERSON OR ENTITY FOR ANY GENERAL, PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES, OR LOST PROFITS OR ANY OTHER DAMAGES, COSTS OR LOSSES ARISING OUT OF LICENSEE'S USE OF THE LICENSED MATERIAL OR OTHERWISE, EVEN IF THE LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES. THE LICENSORS’ MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH LICENSEE’S USE OF OR INABILITY TO USE THE LICENSED MATERIAL (WHETHER IN CONTRACT, TORT OR OTHERWISE) SHALL, TO THE EXTENT PERMITTED BY LAW, BE LIMITED TO THE AMOUNT OF THE INVOICE PAID BY THE LICENSEE FOR THE LICENSED MATERIAL.
5.3 THE REPRESENTATIONS AND WARRANTIES MADE BY THE LICENSORS IN THIS AGREEMENT APPLY ONLY TO THE LICENSED MATERIAL AS DELIVERED BY THE LICENSORS AND WILL BE INVALID IF THE LICENSED MATERIAL IS USED BY LICENSEE IN ANY MANNER NOT SPECIFICALLY AUTHORIZED IN THIS AGREEMENT OR IF LICENSEE IS OTHERWISE IN BREACH OF THIS AGREEMENT.
6. Indemnification.
6.1 Provided that the Licensed Material is used only in accordance with this Agreement and Licensee is not otherwise in breach of this Agreement, The Licensors shall defend, indemnify and hold Licensee harmless from all damages (except punitive damages), liabilities and expenses (including reasonable attorneys' fees and permitted and authorized costs), arising out of or connected with any actual or threatened lawsuit, claim or legal proceeding alleging that The Licensors are in breach of its warranties given in section 5 above.THE FOREGOING IS THE LICENSORS’S ENTIRE INDEMNIFICATION OBLIGATION UNDER THIS AGREEMENT AND LICENSEE'S SOLE AND EXCLUSIVE REMEDY FOR ANY ALLEGED OR ACTUAL BREACH OF THE REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTION 5 ABOVE.
6.2 Where individual, model or property (real or personal) releases for Licensed Material have not been obtained by The Licensors, or if Licensee’s use of the Licensed Material is not authorized by this Agreement, Licensee shall defend, indemnify and hold The Licensors, their subsidiaries and affiliates, and their respective officers, directors and employees harmless from all damages, liabilities and expenses (including reasonable attorneys' fees and costs), arising out of or connected with any actual or threatened lawsuit, claim or legal proceeding relating to the use of such Licensed Material by Licensee, to the extent that such claim relates to the absence of a release or the Licensee’s unauthorized use of the Licensed Material.
7. Notice of Defence. The party seeking indemnification pursuant to section 6 shall promptly notify the other party of such claim. At indemnifying party's option, indemnifying party may assume the handling, settlement or defense of any claim or litigation, in which event indemnified party shall cooperate in the defense thereof. Indemnified party shall have the right to participate in such litigation, at its expense, through counsel selected by indemnified party. Indemnifying party will not be liable for legal fees and other costs incurred prior to the other party giving notice of the claim for which indemnity is sought.
8. Parties' Obligation. Upon notice from The Licensors, or upon Licensee's knowledge that any Licensed Material is subject to a threatened or actual claim of infringement, violation of another right, or any other claim for which The Licensors may be liable herein, or if The Licensors withdraw any Licensed Material for any good reason, Licensee will physically remove the Licensed Material from its premises, computer systems and storage (electronic or physical) and, if possible, cease any future use at its own expense. The Licensors shall provide Licensee with comparable Licensed Material (which comparability will be determined by The Licensors in their reasonable commercial judgment) free of charge, but subject to the other terms and conditions of this Agreement.
9. Electronic Storage. For all Licensed Material that Licensee takes delivery of in electronic form, Licensee must retain the copyright symbol, the name of The Licensors and the image number or other identification number associated with the Licensed Material as may be included as part of the electronic file. Licensee may not make additional high-resolution copies of the Licensed Material and Licensee will maintain a robust firewall to safeguard against unauthorized third-party access to the Licensed Material. Notwithstanding the foregoing, Licensee may make one (1) high-resolution backup copy of the Licensed Material for security reasons only. Upon completion of production or earlier termination of this Agreement, Licensee shall promptly delete the Licensed Material from its computer or other electronic storage systems and shall ensure that its subcontractors do likewise.
13. Miscellaneous Terms.
13.1 Unauthorized Use. Any use of Licensed Material in a manner not expressly authorized by this Agreement or in breach of a term of this Agreement constitutes copyright infringement, entitling The Licensors to exercise all rights and remedies available to it under copyright laws around the world. Licensee shall be responsible for any damages resulting from any such copyright infringement, including any claims by a third party. In addition and without prejudice to The Licensors’ other remedies under this Agreement, The Licensors reserves the right to charge, and Licensee agrees to pay, a fee equal to five times The Licensors’ normal license fee for use of the Licensed Material.
13.2 Governing Law. This Agreement will be governed in all respects by the laws of the State of United Kingdom, 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 to be held in United Kingdom. If The Licensors and Licensee are unable to agree on the location of the arbitration, the decision of The Licensors shall be final. The United Nations Convention on Contracts for the International Sale of Goods does not govern this Agreement.
13.3 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.
13.4 Waiver. No action of The Licensors, other than express written waiver, may be construed as a waiver of any provision of this Agreement. A delay by The Licensors in the exercise of any of its rights or remedies at any time will not operate as a bar or waiver of its rights or remedies at any other time.
13.5 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. In the event of any inconsistency between the terms contained herein and the terms contained on any purchase order or other communication sent by Licensee, the terms of this Agreement shall govern.