ProAerialVideo.com License Agreement
Date: Wednesday, May 24 2017
Footage Description: (the “Footage”)
Production in which Footage is to be used: ( the “Production”)
Market / Media / Term: Worldwide, all media, Internet and public display in perpetuity.
License Fee: Licensee will pay Licensor a License Fee of $
The total cost represents all fees due for the rights to use the Footage for the above described production. Any additional fees, including shipping or additional production or services, will be mutually agreed upon by the parties at the time the Licensee places the Footage order with the Licensor.
Terms & Conditions:
Licensor hereby grants to Licensee a non-exclusive and non-transferable license to use the Footage in the Production, but only for the purpose and in the manner set forth above. This License Agreement is contingent upon compliance with the following:
Licensee shall not make any reproduction of or from the Footage whatsoever, in whole or in part, except for use in connection with the named Production.
Licensee shall pay the License Fee to Licensor prior to receiving the Footage. Footage may not be used in any way, and no rights are granted, until payment has been made to Licensor of all fees stated on the Invoice, and any other applicable fees or costs.
Licensee acknowledges that its use of the Footage will not affect copyright ownership of the Footage. Footage remains the property of ProAerialVideo and/or the copyright owner. A license only is granted to use the Footage for the use specified in this agreement and for no other purpose. Licensee does not acquire any right, title or interest in or to any Footage or other licensed material, and will not make, authorize or permit any use of the Footage or other licensed material other than as specified herein.
Licensor offers no kill fees or refunds on footage ordered
Before release of Footage to Licensee, all fees must be paid in full whether Footage is used or not.
Full credit and copyright information must remain with file.
Licensee represents and warrants to Licensor that it is free to enter into and fully perform its
When incorporating the Footage in film features, broadcast productions, or video products, when credit is given to vendors of similar services, such as other footage providers Licensee will provide the following credit line: “Clip provided by ProAerialVideo – Stock Aerial Footage Library.”
Term and Termination
This Agreement shall take effect as of the earliest date on which Licensee downloads or breaks the seal on a disc containing the Footage and shall continue in effect as long as the Footage is in the possession, physically or digitally, of the Licensee. Unless expressly waived by ProAerialVideo in writing, the rights granted in this Agreement shall automatically terminate upon Licensee’s breach of this Agreement or upon cessation of business, insolvency, assignment of assets for the benefit of creditors, bankruptcy or appointment of a trustee for all or a portion of Licensee’s assets. Upon termination of this Agreement for any reason, Licensee shall immediately cease all use of the Footage in any form and immediately return or destroy all copies of the Footage in its possession or control.
Marketing and Promotion
Licensee grants ProAerialVideo the right to display any derivative works within its possession or control that incorporate the Footage on its website and to use such works for marketing, educational, and promotional purposes as examples of customer usage. Upon request, ProAerialVideo will identify Licensee as the author of such derivative work.
Any use of the Footage in a manner not expressly authorized by this Agreement or in breach of a term of this Agreement may be deemed by ProAerialVideo at its discretion to constitute copyright infringement, entitling ProAerialVideo to exercise all rights and remedies available to it.
Warranty and Limitation of Liability
ProAerialVideo warrants that it has all necessary rights and authority to enter into and perform this Agreement and that the Digital Media Files will be free from defects in material and workmanship for 30 days from delivery. In the event of a defect, Licensee’s remedy shall be to have ProAerialVideo replace the defective material. These warranties are void if the images are used by licensee in any manner prohibited under this Agreement, or if Licensee has otherwise breached this Agreement. Other than as expressly set forth herein, ProAerialVideo makes no representation or warranty of any kind, express or implied, including but not limited to the implied warranties of merchantability or fitness for a particular purpose. ProAerialVideo shall not be liable to Licensee or any other entity for any indirect, consequential, incidental, special, or punitive damages, including but not limited to lost profits and business interruption, irrespective of the type of cause of action arising out of this agreement, even if ProAerialVideo has been advised of the possibility of such damages.
Licensee’s Assumption of Risks and Indemnification
ProAerialVideo makes no representations that images may be used free of liability and Licensee
shall assume that no permissions have be obtained with respect to any persons, organizations, tangible property, or intellectual property depicted in the Footage. Licensee is responsible for obtaining appropriate releases or assuring itself that such releases are legally unnecessary. Licensee likewise assumes the following risks associated with the procurement and use of images:
a. that the information in titles, captions, and metadata supplied by ProAerialVideo with images may be inaccurate.
b. liabilities associated with commercial, advertising, or merchandising use.
c. liabilities associated with violation of privacy rights and right to publicity.
d. liabilities associated with copyright infringement of subject matter depicted in images supplied by ProAerialVideo.
Licensee agrees to indemnify and hold ProAerialVideo harmless against any and all liabilities, claims, and expenses, including reasonable attorney fees, arising from Licensee’s use of the Footage.
If one of more of the provisions contained in the Agreement is found to be unenforceable, the remaining provisions shall not be affected. Such provisions shall be modified only to the extent to make them enforceable.
Any disputes arising under this Agreement shall be resolved by binding arbitration to be held in the San Francisco Bay Area of California.
This is the entire agreement between the parties with regard to the subject matter hereof. This Agreement may not be modified or amended except in a writing signed by both parties.
Those agreeing to this document do so as representatives of their company and in agreement to the terms listed above.