Motion Island License Agreement
This License Agreement, dated as of December 27th, 2015 is made and entered into by Motion Island
The License: Licensor grants to the buyer a license to use the footages and motion graphic files, subject to the following restrictions:
The buyer: use of the footages and motion graphic files must be in conjunction with, synchronized, mixed, or mechanically reproduced with other audio or audio-visual elements added by the buyer. The buyer: use of the footages and motion graphic files must be incidental to and not a primary feature of any the buyer's presentational or multimedia works.
The buyer's use of the footages and motion graphic files is non-exclusive, non-assignable, non-transferable. If the buyer provides footage or derivative works to a client as part of its work product, the client may not reuse the footages and motion graphic files or derivative works for any purposes other than a review of its work product without purchasing a separate license.
The footages and motion graphic files may not be modified and sold as stand alone clips/stock files, or included in any other media/stock product, library, or collection for distribution or resale. the footages and motion graphic files may not be used, in part or in whole, as a trademark or service mark, nor may the buyer claim any proprietary rights of any sort in the footages and motion graphic files, or any part thereof.
Limitations: the buyer may not make available some or all of the footages and motion graphic files on a web page or other display as a separate or downloadable reuseable file, or disassemble, decompile, reverse engineer, translate, or otherwise decode the footages and motion graphic files for any reason whatsoever. The buyer shall take reasonable efforts to prevent the unlawful sharing, downloading or copying of footage and motion graphic files.
Copyright: Licensor, its Licensors and Contributors retain all right, title, and interest in and to the footages and motion graphic files not expressly granted by the License Grant above. Such rights are protected by the United States and International Copyright laws and international treaty provisions. the buyer may be held legally responsible for any copyright infringement that is caused or encouraged by its failure to abide by the terms of this agreement. the buyer shall affix a copyright notice to all the buyer's presentations or multimedia works, and/or local, national, or international commercial or broadcast presentations containing the footages and motion graphic files.
No Warranty: Licensor makes no representation or warranty with respect to the use of names, trademarks, logos, registered or copyrighted designs or works of art depicted in any of the footages and motion graphic files, and the buyer must satisfy itself that all necessary rights, model releases, consents or permissions as may be required for its intended usage are secured. All Licensor's Footage are provided "as is". Licensor makes no representation or warranty either express or implied including but not limited to any implied warranties of merchantability, fitness for any particular use, quality of image, or compatibility with any computer hardware or other equipment, operating system or software program. Neither Licensor nor any of its directors, officers, employees, subsidiaries, affiliates, or agents shall be liable for any damages, whether direct, incidental, or consequential, or other damages arising out of the use of, or the inability to use, the footages and motion graphic files.
Limitation of Liability: Under no circumstances will Licensor be liable for any damages whatsoever (including, without limitation, damages for loss of business profits, business interruption, loss of business information, or other pecuniary loss) arising out of: A) the use of or inability to use the footages and motion graphic files; or B) the inability to obtain additional rights to the images (including making additional copies) even if Licensor has been advised of the possibility of such damages. In any event, the limit of liability of the copyright owner of the Stock File, their representative, and Licensor, shall be the fee paid for the Stock File to Licensor.
Remedy: Licensor's limitation of liability and its sole remedy under the foregoing warranty, is a replacement of, or a full refund for, the Stock File(s).
Should the buyer breach the terms of the Agreement, Licensor has the right to terminate this agreement upon five (5) days written notice to the buyer. Termination shall take effect on the sixth (6th) day if remedy for breach is not made complete. Any unauthorized use of the footages and motion graphic files by the buyer will constitute an infringement of the rights of Licensor, including but not limited to Licensor's copyrights in the footages and motion graphic files. In the event of a breach by the buyer, and a failure to remedy, all rights granted to the buyer under this Agreement shall terminate. the buyer shall return, at The buyer: expense, the footages and motion graphic files to Licensor. Licensor retains all rights and remedies available in law or equity and the buyer specifically acknowledges that any breach will result in irreparable harm and loss to Licensor.
Injunctive Relief: the buyer agrees that any breach of its obligations with respect to Licensor's proprietary or intellectual property rights will result in irreparable injury to Licensor for which money damages are inadequate and the buyer therefore agrees that Licensor is entitled to injunctive relief in addition to any other relief that a court may deem proper.
Integration: Licensor reserves the right to pursue any claim or controversy relating to intellectual property rights, not by arbitration, but by a court located in the State of California. In the event that either a court of competent jurisdiction directs us to go to court, or the matter involves copyright, the buyer agrees to fully reimburse Licensor for its reasonable legal fees, costs, and disbursements if Licensor is successful in the suit. Licensor reserves the right to seek an injunction to prevent breach of your obligation to Licensor's intellectual property rights. Licensor reserves the right to withdraw Footage from use at any time, for any reason, and the buyer agrees to destroy any such file and discontinue the use of any Footage, Clips, and/or images that have been withdrawn from circulation by Licensor.
General Provisions: If any provision of this Agreement is found illegal or unenforceable, the legality and enforceability of the other provisions of the Agreement will not be affected. Your use of the Stock File(s) must be in compliance with all applicable law, including but not limited to, laws and regulations relating to export, currency, and the law of moral rights. This license will expressly not be governed by the United Nations Convention on Contracts for the International Sale of Goods. No license for usage of Licensor's Products is granted until payment in full for the Product has been received by Licensor. No failure of either party to exercise or enforce any of its rights hereunder will serve as a waiver of such rights. This Agreement shall be governed in all respects by the laws of the State of California, excluding its' body of law relating to conflicts of law, and excluding the issue of copyright, including its validity, interpretation, performance, breach, or other matter. Any and all disputes arising under this agreement, with the above exceptions, shall be settled by arbitration pursuant to the rules of the American Arbitration Association. Judgment upon any arbitration award may be entered in the highest court having jurisdiction as provided herein. Licensor reserves the right to pursue any claim or controversy relating to intellectual property rights, not by arbitration, but by a court located in the State of California. In the event that either a court of competent jurisdiction directs us to go to court, or the matter involves copyright, the buyer agrees to fully reimburse Licensor for its reasonable legal fees, costs, and disbursements if Licensor is successful in the suit. Licensor reserves the right to seek an injunction to prevent breach of your obligation to Licensor's intellectual property rights. Licensor reserves the right to withdraw footage from use at any time, for any reason, and the buyer agrees to destroy any such file and discontinue the use of any Footage, Clips, and/or images that have been withdrawn from circulation by Licensor.