Licensee acknowledges it has read this Agreement, understands it, and is agreeing to it. In consideration of MINI-CINEMA agreeing to provide the content, Licensee agrees, either for itself or on behalf of its employer, to be bound by the terms and conditions of this Agreement.
1) Parties and Definitions
1. The following Royalty Free License (the “Agreement“) constitutes an agreement between you (“Licensee“) and MINI-CINEMA microstock (“MINI-CINEMA“), operator of www.mini-cinema.com (the “Site“). Licensee may not use visual or any other content available for licensing from MINI-CINEMA without agreeing to the terms of this Royalty Free License.
2. As used in this Agreement, “Licensed Content“ refers to video, motion picture footage or audio-visual works for which Licensee has paid license fees, and for which the terms of this Agreement shall apply. “Work for Distribution“ refers to any independently authored derivative work incorporating the Licensed Content created by or on behalf of Licensee under the terms of this Agreement.
2) Grant of License
1. In consideration of Licensee’s acceptance of the terms of this Agreement and payment of license fee as required, MINI-CINEMA grants Licensee a non-exclusive worldwide perpetual right to use, display, modify, publish and create Works for Distribution incorporating Licensed Content in any and all media an unlimited number of times.
2. This Agreement is a license, not an agreement of sale. Licensee shall not acquire any copyright ownership or equivalent rights to any of the Licensed Content, and MINI-CINEMA and its Licensed Content sources retain all right, title, and interest in and to all of the copyrights in the Licensed Content.
3) Restrictions on Use
1. Licensed Content may not be resold, sublicensed, assigned, transferred or otherwise made available to third parties except as incorporated into Works for Distribution. Licensed Content may not be distributed to third parties as a standalone file. Licensee will make reasonable best efforts to safeguard against unauthorized third-party access to Licensed Content. Licensee may not distribute Licensed Content in a manner meant to enable third parties to create derivative works incorporating Licensed Content. Licensee may not distribute the Licensed Content in any library or reusable template.
2. Licensee may not superficially modify the Licensed Content and sell it to others for consumption, reproduction or re-sale.
3. Licensee shall not incorporate the Licensed Content into a logo, trademark or service mark.
4. Licensee shall not use the Licensed Content in a manner that violates the law of any applicable jurisdiction. Licensee shall not use the Licensed Content in a pornographic or defamatory manner, whether directly or in context or juxtaposition with other materials.
5. MINI-CINEMA gives no representations or warranties whatsoever regarding the existence or sufficiency for a specific usage of any model or property releases associated with Licensed Content, and MINI-CINEMA shall not be liable for damages resulting from use of any Licensed Content without sufficient releases. Licensee shall be solely responsible for determining whether additional clearance or release is required in connection with any proposed use of Licensed Content.
4) Warranties and Limitation of Liability
1. MINI-CINEMA warrants that it has all necessary rights and authority to enter into and perform under this agreement.
2. MINI-CINEMA makes no other warranties, express or implied, regarding the Licensed Content, including, without limitation, any implied warranties of merchantability or fitness for a particular purpose. MINI-CINEMA and its affiliates or content providers or their respective directors, officers, employees, partners or agents shall not be liable to Licensee or any other person or entity for any general, punitive, special, indirect, exemplary, consequential or incidental damages, or lost profits or any other damages, costs or losses or proceeding arising under this Agreement or arising out of Licensee’s use of the Licensed Content or otherwise, even if MINI-CINEMA has been advised of the possibility of such damages, costs or losses, whether the action based on contract, tort (including negligence), infringement of intellectual property rights or otherwise.
3. MINI-CINEMA’s entire liability and Licensee’s exclusive remedy with respect to Licensee’s inability to use the Licensed Content as the result of material defects in the Licensed Content shall be limited so that (i) Licensee, upon request to MINI-CINEMA, shall be permitted to download the Licensed Content again to obtain a replacement copy of the Licensed Content; or (ii) if Licensee continues to be unable to download the Licensed Content, MINI-CINEMA will refund the fee actually paid by Licensee for such Licensed Content, provided MINI-CINEMA determines, in its sole discretion, that Licensee is unable to download such Licensed Content successfully.
4. MINI-CINEMA’s liability shall not exceed the return of the amount of the purchase price paid by licensee. No action, regardless of form, arising out of the transactions under this Agreement may be brought by Licensee more than one year after the cause of the action has accrued.
Licensee assumes full responsibility for the use of the content. Licensee shall defend, indemnify and hold MINI-CINEMA and its parent, subsidiaries and commonly owned or controlled affiliates and their respective officers, directors and employees harmless from all damages, liabilities and expenses, including but not limited to reasonable attorneys’ fees and costs, arising out of or as a result of claims by third parties relating to Licensee’s use of any Licensed Content outside the scope of this Agreement, Licensee’s failure to obtain from third parties all permissions necessary to use the Licensed Content, or for any other breach by Licensee of this Agreement.
6) Term and Termination
The license contained in this Agreement will terminate automatically without notice from MINI-CINEMA if Licensee fails to comply with any provision of this Agreement. Upon termination, Licensee must immediately: (i) stop using the Licensed Content; (ii) delete or remove the Licensed Content from Licensee’s premises, computer systems and storage (electronic or physical).
1. All sales of Licensed Content are final and cannot be returned. Except for material defects, provided for in the Warranties and Limitation of Liability described above, there are no refunds on sales of Licensed Content.
2. Licensee is responsible for paying any and all applicable sales taxes, use taxes, value added taxes, customs and duties imposed by any jurisdiction as a result of the license granted or of the use of the Licensed Content, pursuant to this Agreement, in addition to the price paid to MINI-CINEMA.
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