Effective August 1, 2016
This is a legal license agreement between you or the employer or other entity on whose behalf you are entering this agreement and FootageQuest that governs the terms regarding how you can use video clips ("content") that you license from FootageQuest. By downloading content from FootageQuest, you accept the terms of this agreement.
"FootageQuest" meaning the website, brand, subsidiary of Aerial Filmworks, LLC, and distributor of content (www.footagequest.com).
"Footage" means any moving images, animations, clips, videos, films, or other audio/visual representations, that are available for license from the FootageQuest website.
"Website" means our internet site at www.footagequest.com.
"Content" shall refer collectively to Footage.
"Comp license" or "Download Free Comp" refers to the low-resolution, watermarked content from FootageQuest provided on a temporary basis for test, evaluation or sample (composite or comp) use only.
"License" or "licensing" refers to the legal right to use a clip, not an agreement of sale. When you make a purchase on footagequest.com you are not purchasing the clip itself, but the rights to use that clip in your project. FootageQuest and/or the content creators retain all rights, titles, and interest in and to all of the copyrights, trademarks, trade secrets, and all other proprietary rights in the Content or Content Information that are not expressly granted to you by the terms of this Agreement. The price of the license is based on the terms of usage that you specify at checkout. Those terms can include size, placement, duration of use, and geographic distribution. Whomever you identify as the "licensee," (either you, the purchaser, or a third party/client) will own the right to use the content as stipulated in the licensing agreement.
1. FootageQuest offers Rights-Managed ("RM") licensing. Rights-managed content is licensed for specific types of use, and pricing is based on factors such as usage, placement, duration of use, and geographic distribution.
"Download Free Comp" or "Comp license": The user is allowed to use the low-resolution, watermarked content from FootageQuest on a complimentary, temporary basis for test or sample (composite or comp) use only. However, unless a license is purchased, content cannot be used in any final materials or any publicly available materials. No other rights or warranties are granted for comp use. Comp Footage can be edited, but you may not remove or alter the FootageQuest watermark or metadata.
2. You may use licensed content in any way consistent with the rights granted below (see Restricted Uses below). Subject to those restrictions and the rest of the terms of this agreement, the rights granted to you by FootageQuest are:
Rights-Managed: Limited to the specific use, medium, period of time, print run, placement, size of content, and territory selected, and any other restrictions that accompany the content on the FootageQuest website (or any other method of content delivery) or in an order confirmation or invoice.
Non-Exclusive, meaning that you do not have exclusive rights to use the content. FootageQuest can license the same content to other customers. Exclusive licenses may be available for rights-managed content upon payment of an additional license fee. Please contact FootageQuest at email@example.com if you are interested in licensing content on an exclusive basis.
For purposes of this agreement, "use" means to copy, reproduce, modify, edit, synchronize, perform, display, broadcast, publish, or otherwise make use of. Please make sure you read the Restricted Uses section below for exceptions.
All Licenses are non-transferable. The term "non-transferable" as used herein means that except as specifically provided herein, you can not sell, rent, load, give, sublicense, or otherwise transfer to anyone, any Content or the right to use any Content. You may, however, transfer Content to a third Person for the sole purpose of allowing such third Person to produce, duplicate or distribute your work for distribution, provided that you take all commercially reasonable steps to prevent third parties from extracting or duplicating the content.
3. Restricted Uses.
a. You may not use content in a pornographic, defamatory or other unlawful manner, or in violation of any applicable regulations or industry codes.
b. No commercial use of Editorial content. Unless additional rights are specified on the FootageQuest invoice, or granted in a separate license agreement, you may not use content marked "editorial" for any commercial, promotional, endorsement, advertising or merchandising purpose. This type of content is not model or property released and is intended to be used only in connection with events or topics that are newsworthy or of general public interest. Content marked "editorial" may be cropped or otherwise edited for technical purposes, provided that the editorial integrity of the content is not compromised, but you may not otherwise alter the content.
c. If you use sensitive content that features models or property in connection with a subject that would be unflattering or unduly controversial to a reasonable person (for example, sexually transmitted diseases), you must indicate: (1) that the content is being used for illustrative purposes only, and (2) any person depicted in the content is a model. No disclaimer is required for content marked "editorial" that is used in a non-misleading editorial manner.
d. You may not represent that you are the original creator of a work that is made up largely of licensed content.
e. Unless you purchase a custom license and prior written consent of FootageQuest, you may not use content in electronic or digital templates intended for resale or other distribution (for example, website templates, electronic greeting card templates, etc).
f. Unless you purchase a custom license and prior written consent of FootageQuest, you may not use content as part of a trademark, design mark, trade name, business name, service mark, or logo.
g. Unless you received prior written consent of FootageQuest, you may not use content in connection with "on demand" products, including, but not limited to, postcards, mugs, t-shirts, calendars, posters, screensavers or wallpapers on mobile telephones, or similar items (including the sale of products through custom designed websites, as well as sites such as cafepress.com).
h. You may not use content in any way that allows others to download, extract, or redistribute content as a standalone file (the content file itself, separate from the project or end use).
i. You may not use "still images" derived from FootageQuest footage content except solely in connection with the in-context marketing, promotion, and advertising of your derivative works incorporating footage licensed.
j. You may not resell, redistribute, provide access to, share or transfer any Content except as specifically provided herein. For example, this prohibits displaying Content as, or as part of, a "gallery" of content through which third parties may search and select from such content.
4. Intellectual Property Rights.
All of the licensed content is owned by either FootageQuest or its content suppliers. All rights not expressly granted in this agreement are reserved by FootageQuest and the content suppliers. You may not assert any right to revenue from a collecting society in respect of digital copying or other secondary uses of the licensed content.
If licensed content is used in an audio/visual production where credits are accorded to providers of licensed material, you must include the following credit in comparable size and placement: "Video Imagery supplied by [Creator] / FootageQuest". You may use the name of FootageQuest and/or its content suppliers as necessary to give attribution, but you may not otherwise use their names, logos, or trademarks without prior written approval.
a. Termination: FootageQuest may terminate this agreement at any time if you breach any of the terms of this or any other agreement with FootageQuest, in which case you must immediately: cease using the content; delete or destroy any copies; and, if requested, confirm to FootageQuest in writing that you have complied with these requirements.
If you use the content on a social media platform or other third party website and the platform or website uses the content for its own purpose or in a way that is contrary to this agreement, the rights granted for such use shall immediately terminate, and in that event, upon FootageQuest's request, you agree to remove any content from such platform or website.
b. Refunds/Cancellation: FootageQuest can offer a return or exchange on any unused Rights-Managed or Editorial clips if notified within 2 days. We cannot offer a refund or exchange on Royalty-Free licenses. All requests for refunds/cancellations must be made in writing. Provided that the request is made within 2 days and the licensed content has not been used, FootageQuest may cancel the relevant order and issue a full refund to your account or credit card. No credits or refunds are available for cancellation requests received more than 2 days from your receipt of content, or for research, service, all of which are non-refundable. In the event of cancellation, your rights to use the content terminate, and you must delete or destroy any copies of the content.
c. Withdrawal: FootageQuest may discontinue licensing any item of content at any time in its sole discretion. Upon notice from FootageQuest, or upon your knowledge, that any content may be subject to a claim of infringement of a third party's right for which FootageQuest may be liable, FootageQuest may require you to immediately, and at your own expense: cease using the content, delete or destroy any copies; and ensure that your clients, distributors and/or employer do likewise. FootageQuest will provide you with replacement content (determined by FootageQuest in its reasonable commercial judgment) free of charge, subject to the other terms of this agreement.
6. Representations and Warranties.
FootageQuest makes the following representations and warranties:
a. For all licensed content, FootageQuest warrants that your use of such content in accordance with this agreement and in the form delivered by FootageQuest (that is, excluding any modifications, overlays or re-focusing done by you) will not infringe on any copyrights or moral rights of the content owner/creator.
b. For licensed rights-managed content where FootageQuest specifically notifies you that a model and/or property release has been obtained, FootageQuest warrants that your use of such content in accordance with this agreement and in the form delivered by FootageQuest (that is, excluding any modifications, overlays or re-focusing done by you) will not, where a property release has been obtained, infringe on any trademark or other intellectual property right and/or will not, where a model release has been obtained, violate any right of privacy or right of publicity.
c. Unless specifically warranted above, FootageQuest does not grant any right or make any warranty with regard to the use of names, people, trademarks, trade dress, logos, designs, works of art or architecture depicted or contained in the content. In such cases, you are solely responsible for determining whether release(s) is/are required in connection with your proposed use of the content, and you are solely responsible for obtaining such release(s). You acknowledge that no releases are generally obtained for content identified as "editorial," and that some jurisdictions provide legal protection against a person's image, likeness or property being used for commercial purposes when they have not provided a release. You are also solely responsible for payment of any amounts that may be due under, and compliance with any other terms of, any applicable collective bargaining agreements as a result of your use of the licensed content.
d. While FootageQuest has made reasonable efforts to correctly categorize, keyword, caption and title the content, FootageQuest does not warrant the accuracy of such information, or of any metadata provided with the content.
e. Except as provided in this section above, the content is provided "as is" without representation, warranty or condition of any kind, either express or implied, including, but not limited to, implied representations, warranties or conditions of merchantability, or fitness for a particular purpose. FootageQuest does not represent or warrant that the content or its websites will meet your requirements or that use of the content or websites will be uninterrupted or error free.
7. Indemnification/Limitation of Liability.
a. You agree to defend, indemnify and hold harmless FootageQuest and its parent, subsidiaries, affiliates, and content suppliers, and each of their respective officers, directors and employees from all damages, liabilities and expenses (including reasonable outside legal fees) arising out of or in connection with (i) your use of any content outside the scope of this agreement; (ii) any breach or alleged breach by you (or anyone acting on your behalf) of any of the terms of this or any other agreement with FootageQuest; and (iii) your failure to obtain any required release for your use of content.
b. Provided that you are not in breach of this or any other agreement with FootageQuest, and as your sole and exclusive remedy for any breach of the warranties set forth in this agreement, FootageQuest agrees, subject to the terms of this document, to defend, indemnify and hold harmless you, your corporate parent, subsidiaries and affiliates, and each of your respective officers, directors and employees from all damages, liabilities and expenses (including reasonable outside legal fees) arising out of or in connection with any breach or alleged breach by FootageQuest of its warranties listed in this agreement. This indemnification does not apply to the extent any damages, costs or losses arise out of or are a result of modifications made by you to the content or the context in which the content is used by you. This indemnification also does not apply to your continued use of content following notice from FootageQuest, or upon your knowledge, that the content is subject to a claim of infringement of a third party's right.
c. The party seeking indemnification must promptly notify in writing the other party about the claim. The indemnifying party (the one covering the costs) has the right to assume the handling, settlement or defense of any claim or litigation. The indemnified party (the one not covering the costs) has to cooperate in any way reasonably requested by the indemnifying party. The 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.
d. Limitation of Liability. FOOTAGEQUEST WILL NOT BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY LOST PROFITS, PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR OTHER SIMILAR DAMAGES, COSTS OR LOSSES ARISING OUT OF THIS AGREEMENT, EVEN IF FOOTAGEQUEST HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES. SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES OR LIABILITY.
8. General Provisions.
a. This agreement is personal to you and is not assignable by you without FootageQuest's prior written consent. FootageQuest may assign this agreement, without notice or consent, to any corporate affiliate or to any successor in interest, provided that such entity agrees to be bound by these terms.
b. Audit. Upon reasonable notice, you shall provide a copy of all uses of the Content. You agree to provide to FootageQuest sample copies of projects or end uses that contain licensed content, by providing FootageQuest with free of charge access to any pay wall or otherwise restricted access website or platform where content is reproduced. In addition, upon reasonable notice, FootageQuest may, at its discretion, either through its own employees or through a third party, audit your records directly related to this agreement and your use of licensed content in order to verify compliance with the terms of this agreement. If any audit reveals an underpayment by you to FootageQuest of five percent (5%) or more of the amount you should have paid, then in addition to paying FootageQuest the amount of the underpayment and any other remedies to which FootageQuest is entitled, you also agree to reimburse FootageQuest for the costs of conducting the audit.
c. You agree to retain the copyright symbol, the name of FootageQuest, the content's identification number and any other information or metadata that may be embedded in the electronic file containing the original content, and to maintain appropriate security to protect the content from unauthorized use by third parties.
d. Governing Law/Arbitration. This agreement will be governed by the laws of the State of North Carolina, U.S.A., without reference to its laws relating to conflicts of law. Any disputes arising from or related to this agreement shall be finally settled by binding, confidential arbitration by a single arbitrator selected using the rules and procedures of North Carolina, USA, in effect on the date of the commencement of arbitration (the applicable rules to be at your discretion) to be held in the following jurisdictions: North Carolina, USA.
The arbitration proceedings shall be conducted in English and all documentation shall be presented and filed in English. The decision of the arbitrator shall be final and binding on the parties, and judgment may be entered on the arbitration award and enforced by any court of competent jurisdiction. The prevailing party shall be entitled to recover its reasonable legal costs relating to that aspect of its claim or defense on which it prevails, and any opposing costs awards shall be offset. Notwithstanding the foregoing, FootageQuest shall have the right to commence and prosecute any legal or equitable action or proceeding before any court of competent jurisdiction to obtain injunctive or other relief against you in the event that, in the opinion of FootageQuest, such action is necessary or desirable to protect its intellectual property rights. The parties agree that, notwithstanding any otherwise applicable statute(s) of limitation, any arbitration proceeding shall be commenced within two years of the acts, events or occurrences giving rise to the claim.
e. If one or more of the provisions in this agreement is found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions should not be affected. Such provisions should be revised only to the extent necessary to make them enforceable.
f. No action of either party, other than express written waiver, may be construed as a waiver of any provision of this agreement.
g. No terms of conditions of this agreement may be added or deleted unless made in writing and accepted in writing by both parties, or issued electronically by FootageQuest and accepted by you. In the event of any inconsistency between the terms of this agreement and the terms contained on any purchase order sent by you, the terms of this agreement will apply.
h. All notices required to be sent to FootageQuest under this agreement should be sent via email to firstname.lastname@example.org, or mailed to FootageQuest at 501 North College Street, Charlotte, North Carolina, USA 28202. All notices to you will be sent via email to the email set out in your account.
i. Taxes. You agree to pay and be responsible for any and all sales taxes, use taxes, value added taxes, withholding taxes, and duties imposed by any jurisdiction as a result of the license granted to you, or of your use of the licensed content.
j. Interest on Overdue Invoices. If you fail to pay an invoice in full within the time specified, FootageQuest may add a service charge of 1.5% per month, or such lesser amount as is allowed by law, on any unpaid balance until payment is received.
K. You will promptly (within 30 days) reimburse us for any reasonable attorneys' fees and court costs that are incurred by us in enforcing this Agreement.
Please contact email@example.com or call +1 (704) 377-3218 if you have any questions regarding this agreement.
UPDATED: September 1, 2016
All contents Copyright 2016 FootageQuest. All rights reserved.