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ViDEO CLiPS ROYALTY FREE LICENSE AGREEMENT

1) Parties and Definitions

1. The following Royalty Free License (the “Agreement“) constitutes an agreement between you (“Licensee“) and Video Clips Ltd. (“ViDEO CLiPS “), operator of the ViDEO CLiPS application on i-Tunes (the “App“). Licensee may not use visual, audio-visual, audio or any other content available for licensing from ViDEO CLiPS without agreeing ViDEO CLiPS to the terms of this Royalty Free License. If Licensee does not agree to the ViDEO CLiPS Terms of Use and Privacy Policy, or any other agreements that may be incorporated by reference therein, cease use of the App and do not continue with any license purchase. Following the text of this Agreement, Licensee will be prompted to actively agree to the terms herein.
2. As used in this Agreement, “Licensed Content“ refers to video, motion picture footage, music, sound effects, photographs, media project files and/or other audio, audio-visual, or visual works for which Licensee has paid license fees if such are required by ViDEO CLiPS, 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. “Authorized User“ refers to any individual who has been authorized by Licensee to access Licensed Content in the creation of Works for Distribution by or on behalf of Licensee under the terms of this Agreement.

2) Grant of License

In consideration of Licensee's acceptance of the terms of this Agreement and payment of license fee as required using an in app purchase, ViDEO CLiPS grants Licensee the following license.

The Licensee is granted 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 during a 12 month period starting from the date of purchase. Beyond the initial license fee, Licensee need make no additional payments to ViDEO CLiPS for the use of Licensed Content, provided such use conforms to the terms of this Agreement, including but not limited to the Restrictions on Use in section 3.

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 ViDEO CLiPS and its Licensed Content sources retain all right, title, and interest in and to all of the copyrights, trademarks, trade secrets, and all other proprietary rights in the Licensed Content. All rights in and to Licensed Content not expressly granted in this agreement are retained by ViDEO CLiPS or its suppliers, as the case may be.

2. Licensee may provide access to Licensed Content to no more than ten (2) Authorized Users either sequentially or simultaneously, provided that such access is used solely for the purpose of creation or reproduction of Works for Distribution made by or on behalf of Licensee. If more than two individuals will have access to the Licensed Content, or if Licensed Content will be used in Works not authored by Licensee, additional licenses must be purchased.

3) Restrictions on Use

1. Licensed Content may not be used contrary to any restriction on use indicated herein or that Licensee is notified of prior to or at the time Licensed Content is delivered. Restrictions may be included in the information provided with the Licensed Content or by notice from ViDEO CLiPS. Any such restriction provided to Licensee shall be incorporated in this Agreement.
2. 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 or in a way that unreasonably permits the recipient to extract the Licensed Content for use separate and apart from the Work for Distribution. Licensee will make reasonable best efforts to safeguard against unauthorized third-party access to Licensed Content.
3. Licensee may not distribute the Licensed Content in any library or reusable template, electronic or otherwise, including but not limited to website templates, intended to allow reproduction by third parties on electronic or printed products. Licensee may not distribute Licensed Content in a manner meant to enable third parties to create derivative works incorporating Licensed Content.
4. Licensee may not superficially modify the Licensed Content and sell it to others for consumption, reproduction or re-sale. For example, but without restriction, Licensee may not resell video content as a screensaver or desktop background, nor resell audio tracks as backgrounds, “hold“ music, or ringtones, nor extract images and print them on tee-shirts or other physical products for resale.
5. Licensee shall not incorporate the Licensed Content into a logo, trademark or service mark without explicit written permission from either ViDEO CLiPS or the copyright owner.
6. Licensee shall not use the Licensed Content in a manner that violates the law of any applicable jurisdiction.
7. Licensee shall not use the Licensed Content in a pornographic or defamatory manner, whether directly or in context or juxtaposition with other materials.
8. If any Licensed Content featuring a model is used in a manner that would lead a reasonable person to believe that the model personally uses or endorses a product or service, or if the depiction of the model would be unflattering or unduly controversial to a reasonable person, Licensee must accompany each such use with a statement indicating that the person is a model and their likeness is being used for illustrative purposes only.
9. ViDEO CLiPS 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 ViDEO CLiPS shall not be liable for damages resulting from use of any Licensed Content without sufficient releases. ViDEO CLiPS does not grant any right nor make any warranty with regard to the use of names, people, trademarks, trade dress, logos, registered, unregistered or copyrighted audio, designs or works of art or architecture depicted in any Licensed Content. Licensee acknowledges that some jurisdictions provide legal protection against a person's image, likeness or property being used for commercial purposes without their consent. Licensee shall be solely responsible for determining whether additional clearance or release is required in connection with any proposed use of Licensed Content. ViDEO CLiPS will make reasonable efforts to assist Licensee in obtaining copies of any releases previously obtained by the proprietors of such Licensed Content upon request by Licensee; however, there may be an additional fee for such assistance.
10. Where Licensed Content is video footage, any music, dialogue or other ambient audio contained in such footage is incidental only and may require additional clearances for a given usage.
11. Notwithstanding the foregoing, some Licensed Content may be available for certain of the restricted uses, provided a supplemental or extended license is entered into for such uses (for the avoidance of doubt, such uses are not included in this License Agreement).

4) Warranties and Limitation of Liability

1. ViDEO CLiPS warrants that it has all necessary rights and authority to enter into and perform under this agreement.
2. ViDEO CLiPS 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. ViDEO CLiPS AND ITS AFFILIATES OR CONTENT PROVIDERS OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, 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 ViDEO CLiPS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES, WHETHER THE ACTION IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR OTHERWISE.
3. ViDEO CLiPS operates the App as a venue for the licensing of visual, audio, audiovisual and other content. ViDEO CLiPS acts solely as a service provider providing storage of materials on its systems or networks at the direction of ViDEO CLiPS's users.
4. ViDEO CLiPS has made reasonable efforts to ensure the correct labeling, categorization and keywording of the Licensed Content by its users; however, ViDEO CLiPS does not warrant the accuracy of such information.
5. ViDEO CLiPS'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 ViDEO CLiPS, 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, ViDEO CLiPS will refund the fee actually paid by Licensee for such Licensed Content, provided ViDEO CLiPS determines, in its sole discretion, that Licensee is unable to download such Licensed Content successfully.
6. ViDEO CLiPS'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.

5) Indemnification

1. Licensee assumes full responsibility for the use of the content. Licensee shall defend, indemnify and hold ViDEO CLiPS 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

1. The license contained in this Agreement will terminate automatically without notice from ViDEO CLiPS if Licensee fails to comply with any provision of this Agreement. Upon termination, Licensee must immediately: (i) stop using the Licensed Content; (ii) destroy or, upon the request of ViDEO CLiPS, return to ViDEO CLiPS the Licensed Content; and (iii) delete or remove the Licensed Content from Licensee's premises, computer systems and storage (electronic or physical).
2. In the event ViDEO CLiPS notifies Licensee that the Licensed Content is subject to a threatened or actual claim, or that Licensee's use may expose ViDEO CLiPS or ViDEO CLiPS users to any liability, Licensee will, on ViDEO CLiPS's request, promptly remove all affected Licensed Content from all physical and electronic storage media and take all reasonable steps to cease use of the affected Licensed Content and, where applicable, ensure its licensees do the same.
3. Licensee may terminate this Agreement by giving notice to ViDEO CLiPS and destroying the Licensed Content and any derivative works, along with any copies or archives of it or accompanying materials (if applicable), and ceasing to use the Licensed Content for any purpose.

7) Payment

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. Prices, offers and products are subject to availability and may change.
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 ViDEO CLiPS.
3. If the Licensed Content is music or a sound effect, then nothing herein shall be deemed a waiver of any performing rights fees. Licensee shall submit, and will instruct any third party acquiring rights to the Works for Distribution, to submit cue sheets to the relevant performing rights society and to ViDEO CLiPS.

8) Miscellaneous Provisions

1. Credit. In works incorporating the Licensed Content where crediting is customary, or where other such credits are provided, ViDEO CLiPS requests a credit line that reads “Stock footage provided by [Artist Name] / www.licencevideoclips.com“
2. The parties to this Agreement are independent contractors, and nothing in this Agreement shall create a joint venture, partnership, employment relationship, franchise relationship or taxable entity between the parties.
3. Upon reasonable notice, ViDEO CLiPS reserves the right to inspect any records relating to the use of any of the Licensed Content to ensure that the Licensed Content is being used in accordance with this Agreement. Upon ViDEO CLiPS's request therefore, Licensee shall provide a copy of all uses of the Licensed Content.
4. This Agreement embodies the parties' entire agreement and supersedes and cancels any prior agreement, express or implied, written or oral, with respect to its subject matter. No modification, deletion, amendment of any provision is binding unless in writing signed by each party's authorized representative.
5. No waiver of any default under this Agreement will apply to any subsequent default, whether of a similar nature or not, nor will any such waiver be construed as a waiver of any other provision of this Agreement.
6. If any provision, or portion thereof, of this Agreement, or its application to any person or circumstance, shall be invalid, illegal or unenforceable to any extent, the remainder of this Agreement, such provision and their application shall not be affected thereby, but shall be interpreted without such unenforceable provision or portion thereof so as to give effect, insofar as is possible, to the original intent of the parties, and shall otherwise be enforceable to the fullest extent permitted by law.
7. Whenever the singular number is used in this Agreement and when required by the context, the same shall include the plural and vice versa, and the neuter gender shall include the feminine and masculine genders and vice versa. The headings in this Agreement are for convenience only and are in no way intended to describe, interpret, define or limit the scope, extent or intent of this Agreement or any of its provisions.
8. This Agreement shall be construed in accordance with the laws of England & Wales without regard to its choice of law provisions. The United Nations Convention on Contracts for the International Sale of Goods does not govern this Agreement.
9. All of the covenants, terms, provisions and agreements contained in this Agreement shall be binding upon, and inure to the benefit of, the parties hereto and, to the extent permitted by this Agreement, their respective heirs, legal representatives, successors and assigns. This Agreement may be assigned by either party to another party upon prior written notice so long as such party agrees to be bound by its terms.
10. Except as otherwise set forth herein, any notice required or permitted to be given under this Agreement shall be in writing, delivered by hand, nationally recognized overnight courier service, email or registered or certified mail, addressed to ViDEO CLiPS / Video Clips Ltd. 37th Floor, 1 Canada Square, Canary Wharf, London E14 5AA or to the follwoing email address sales@licensevideoclips.com

9) Acknowledgement

1. By clicking “I Agree“ or otherwise signifying acceptance, Licensee accepts this Agreement either for itself or on behalf of its employer, principal or the entity that is identified as the ViDEO CLiPS member account holder, and agrees to be bound by its provisions. If Licensee is accepting on behalf of its employer, principal or the entity that is the ViDEO CLiPS member account holder, Licensee represents and warrants it has full legal authority to bind its employer, principal or such other entity.
2. Licensee represents that, if an individual, he or she is at least 18 years of age and has the full right and authority to enter into this Agreement. Licensee represents that information provided to ViDEO CLiPS is accurate and true, including, without limitation, all credit card or other payment information, and Licensee agrees to update such information as necessary.
3. Licensee acknowledges it has read this Agreement, understands it, and has had an opportunity to seek independent legal advice prior to agreeing to it. In consideration of ViDEO CLiPS agreeing to provide the content, Licensee agrees to be bound by the terms and conditions of this Agreement. Additionally, Licensee acknowledges and agrees that it has reviewed the ViDEO CLiPS Terms of Use and Privacy Policy and any other agreements which may be incorporated by reference therein, or to the extent of their incorporation in this Agreement, Licensee agrees to be bound by them.

 

ViDEO CLiPS SUBSCRiPTION AGREEMENT

Overview
- The ViDEO CLiPS monthly auto renewable subscription unlocks our video download feature.
- The subscription service is aimed towards amateur and hobby film makers.
- This service is great if you want to download many clips to practice editing in iMovie.
- The videos can only be used on your iPad or iPhone.
- The subscription fee is not payment for a license.
- The clips downloaded under this agreement may not be published anywhere at all.
- The clips can not be used in any commercial manner.
- Please read our full agreement below before purchasing our monthly subscription.

ViDEO CLiPS Comping File and Video Preview Licence Agreement

THIS IS A LEGAL AGREEMENT BETWEEN YOU ("LICENSEE") AND Video Clips Ltd T/A ViDEO CLiPS. ("ViDEO CLiPS"). THIS AGREEMENT APPLIES TO LICENCES ISSUED VIA OUR APPLICATION AND IS APPLICABLE TO ONLINE, DIGITAL DELIVERY OF LICENSED MATERIAL (THE "AGREEMENT").

1. Grant of Licence. ViDEO CLiPS grants to you, during your subscription period, a non- exclusive, non-sublicensable, non-transferable and non-assignable right to use the image and/or film preview file you have selected and any derivatives or copies (collectively, the "Licensed Material"), on your iPhone or iPad and, in the case of film, in any test, sample, comp or rough cut evaluation materials. The Licensed Material may only be used in materials for personal, noncommercial use and test or sample use, including comps and layouts.

2. Restrictions.

2.1 The Licensed Material may not be used in any final materials distributed inside of your company or any materials distributed outside of your company or to the public, including, but not limited to, advertising and marketing materials or in any online or other electronic distribution system (except that you may transmit comps digitally or electronically to your clients for their review) and may not be distributed, sublicensed or made available for use or distribution separately or individually and no rights may be granted to the Licensed Material.

2.2One copy of the Licensed Material may be made for backup purposes only but may only be used if the original Licensed Material becomes defective, destroyed or otherwise irretrievably lost. Except as specifically provided in this Agreement, the Licensed Material may not be shared or copied for example by including it in a disc library, image storage jukebox, network configuration or other similar arrangement. Use which would be defamatory, pornographic or otherwise unlawful is prohibited. If Licensed Material featuring a person is used (i) in a manner that implies endorsement, use of or a connection to a product or service by that model; or (ii) in connection with a potentially unflattering or controversial subject, you must print a statement that indicates that the person is a model and is used for illustrative purposes only.

3. Subscription Fee. Our non-refundable subscription fee is charged monthly for the download access to the ViDEO CLiPS app.

4. Additional Rights Available. If you are unsure of your usage rights under this Agreement or wish to use the Licensed Material in a manner not permitted by this Agreement (for example: online or as part of an advertisement or product), please contact ViDEO CLiPS sales office by email sales@licensevideoclips.com

5. Warranty. ViDEO CLiPS MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Some states or jurisdictions do not permit the exclusion of implied warranties, and you may have other rights which may vary from state to state and jurisdiction to jurisdiction. NEITHER ViDEO CLiPS NOR ANY OF ITS IMAGE PARTNERS SHALL BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY GENERAL, SPECIAL, DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR OTHER DAMAGES ARISING OUT OF THIS LICENCE OR OTHERWISE.

6. General. All rights to the Licensed Material are owned by ViDEO CLiPS and/or its image partners and are protected by United States copyright laws, international treaty provisions and other applicable laws. ViDEO CLiPS and its image partners retain all rights not expressly granted by this Agreement. The licence contained in this Agreement will terminate automatically without notice from ViDEO CLiPS upon expiry of the subscription period or, if sooner, upon you failing to comply with any provision of this Agreement. Upon termination, you must immediately stop using the Licensed Material and either destroy any digital Licensed Material or return the Licensed Material and all copies to ViDEO CLiPS.

7. Download Limitations. You may only download 50 preview videos for each subscription month. These security features are put in place to stop spamming and mass download from our app. If you require more then 50 files per month please contact our by email sales@licensevideoclips.com and we will assist you in getting the upgraded to a corporate subscription service.

 

 

Contributors Agreement
Terms & Conditions
License Agreement
Privacy Policy

ViDEO CLiPS
37th Floor, 1 Canada Square
Canary Wharf
London E14 5EE

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