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Stock Video License Agreement

Definitions
"Digital Media Footage" means any film, video, or other audiovisual representation recorded in any format that is licensed from ProAerialVideo. "Royalty Free" means that aside from the initial licensing fee, no further fees or compensation are owed ProAerialVideo irrespective of the frequency or duration of the usage of the Digital Media Footage.
Rights Granted
Licensee is granted a limited, nonexclusive, nontransferable Royalty Free license to use and modify the Digital Media Footage, subject to the terms and conditions described within this agreement, for the following purposes: advertising and promotional materials, broadcast and theatrical display, electronic publications including websites, and any other uses expressly approved in writing by ProAerialVideo. All other rights to the Digital Media Footage that are not expressly granted in this Agreement are reserved to ProAerialVideo and its contributors. Please note that special licensing to obtain additional rights is available by contacting ProAerialVideo.
Sublicensing Prohibited
Licensee may not sublicense the Digital Media Footage to other persons or entities. Licensee agrees to take all reasonable measures to prevent third parties from obtaining, extracting, or duplicating the Digital Media Footage included in a finished work or otherwise using it outside the context of Licensee's products. The Digital Media Files and any derivative of it thereof may not, in whole or in part, be included in any clip media, stock library, or collection of materials in which the Digital Media Footage is offered for reuse by third parties. These restrictions apply even if the Digital Media Footage has been significantly altered. Licensee agrees to notify ProAerialVideo promptly and in writing in the event it discovers unauthorized usage by third parties of Digital Media Footage provided pursuant to this Agreement.
Restrictions on Products for Resale
If Digital Media Footage is used in a product or subproduct that will be reproduced, sold, or distributed (such as DVDs, home videos, music videos, training videos, or commercials), the Digital Media Footage may not comprise more than 25 percent of the total duration of the finished product or subproduct irrespective of whether the Digital Media Footage is layered with other material such as graphics and voice over.
Other Restrictions
The following uses of Digital Media Footage are prohibited:
  • a. Uses that violate the rights of individuals including defamation, privacy, right to publicity, and depiction in a false light.
  • b. Uses that violate civil or criminal laws such as those regulating pornography, fraud, counterfeiting, and national security.
  • c. Any use that infringes a copyright, moral right, trademark, or other intellectual property right.
  • d. Any use described in a restriction provided to Licensee prior to the delivery of the image to Licensee.
Credit
When incorporating the Digital Media Footage in film features, broadcast productions, or video products, Licensee will provide the following credit line: "ProAerialVideo - Stock Aerial Footage Library."
Marketing and Promotion
Licensee grants ProAerialVideo the right to display any derivative works within its possession or control that incorporate Digital Media 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.
Copyright Infringement
Any use of the Digital Media 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 Digital Media Footage. Licensee is responsible for obtaining appropriate releases or assuring itself that such releases are legally unnecessary. Licensee likewise assumes the follows 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 Digital Media Footage.
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 Digital Media Footage and shall continue in effect as long as the Digital Media 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 Digital Media Footage in any form and immediately return or destroy all copies of the Digital Media Footage in its possession or control.
Severability
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.
Dispute Resolution
Any disputes arising under this Agreement shall be resolved by binding arbitration to be held in the San Francisco Bay Area of California.
Entire Agreement
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.