Overflightstock FOOTAGE License Agreement for TV FILM
This License Agreement is collectively governed by the following terms and conditions and the Content specific Invoice (“Invoice”) collectively, the “Agreement”. This Agreement governs access and use of all material, images and footage (collectively, “Content”) available from Overflightstock Ltd. ("Licensor"). By obtaining, using or paying for any Content from Licensor, Licensee agrees to be bound by and comply with all of the terms of the Agreement.
1. Definitions
1 a) “Invoice" means the agreement provided by Licensor that includes among other terms, the permitted scope of use of the licensed Content, any limitations on the use of the Content, and the fee that corresponds to the use. The Invoice shall be incorporated into this Agreement and all references to the Agreement shall include the Invoice.
1 b) “Production” means the final work product created with the Content as authorized hereunder.
2. Grant of License
2.1 Generally: Any and all Licenses granted by Licensor are conditioned upon Licensee’s compliance with all material provisions of this Agreement, including without limitation Licensor's receipt of full payment of the applicable Invoice. Licensor reserves all rights not specifically granted in this Agreement, provided however, that Licensor's sole and exclusive remedy for Licensee's breach, termination or cancellation of this Agreement shall be limited to an action at law for damages and Licensor hereby waives its rights to seek injunctive or other equitable relief and at no time shall Licensee be required to remove the Content from Licensee's Production.
2.2 Who May Use the Content: The Licenses granted are limited and Licensee may not sell, rent, loan, give, sublicense or otherwise transfer the Content or any right to use the Content except as may otherwise be specifically stated herein or on the applicable Invoice, and insofar as the Content has been incorporated into the permitted Production. Licensee may assign its rights in this license to the producer(s), distributor(s) or any purchaser(s) or assignee(s) of the Production, solely for the purpose of creating and/or enabling use of the Production as provided herein, provided that each such employee or contractor has agreed to comply with the terms hereof, and further provided that Licensee remains liable for breach of the terms of this Agreement by such producer(s), distributor(s) or any purchaser(s) or assignee(s).
2.3 Rights Managed License Terms: Subject to the terms and conditions of this Agreement, Licensor grants Licensee a limited, non-exclusive, perpetual and worldwide right to incorporate the Rights Managed Content licensed hereunder in the Production solely as specified in the Invoice. Licensee may distribute, publish, display or otherwise exploit the Production containing the Content in the manner as specified on the applicable Invoice in all media now known or hereafter devised in perpetuity throughout the world.
2.4 Comps License Terms: Subject to the terms and conditions of this Agreement, Licensor grants Licensee the right to use the Content prior to purchase of such Content solely for Licensee’s evaluation to determine whether Licensee intends to obtain an applicable license for the Content. No other use is allowed. Such temporary Content licenses shall automatically expire sixty (60) days from the date of download. Licensee may not store, copy, distribute, publish, display or otherwise use in any way the Content upon the expiration of the temporary Content license unless Licensee has purchased the Content for use from Licensor as allowed herein.
3. Ownership and Intellectual Property: All other rights to the Content, including, without limitation, copyright, are reserved to Licensor and the copyright holder. Except as expressly stated herein, this Agreement does not and is not intended to confer rights or remedies upon any person other than the parties. Licensor and its Content sources retain all right, title, and interest in and to all of the copyrights and any other proprietary rights in the Content. No rights in any Content are granted except the Licenses specified in this Agreement. Any right, title or interest arising in any compilation or derivative work created using any Content shall not entitle Licensee to use any Content except as permitted hereunder. For the avoidance of doubt, the parties acknowledge and agree that Licensor shall be the sole owner of all right, title and interest in and to the Content, and Licensee shall be the sole owner of all right, title and interest in the Production.
4. Restrictions on Use: Content may not be used as a trademark or logo, for use as pornography, unlawful purpose or use, in a manner that defames any person, or violates any person’s right of privacy, publicity or moral rights, or infringes upon any copyright, trade name or trademark.
5. Credit Line: Licensee shall give a screen credit to Licensor for any Content used in the Production substantially in the form “[Footage/Images supplied by Overflightstock]". Such screen credit shall be equal in size and placement to credit(s) accorded to licensors of any other audiovisual material used in the Production.
6. Releases and Clearances: No model, property or other releases exist with respect to any Content unless the existence of such release is specified in writing by Licensor. Property and people depicted in the Content may be subject to third party copyrights, trademarks, rights of publicity, moral rights, property rights or other rights belonging to another party. Licensee is responsible for determining whether Licensee’s use of any Content requires the consent of any third party or the license of any third party rights. Property Release does not include any permission for any intellectual property depicted in the Content.
7. Warranties and Disclaimers: Licensor warrants that: (i) it has all necessary rights and authority to enter into and perform this Agreement and grant the rights to Licensee hereunder; (ii) the consent of no other person or entity is required to enable Licensee to use the licensed Content as described herein (except as stated in Section 6) and such use will not violate the rights of any third parties; (iii) the Content will be free from defects in material and workmanship (Licensee's sole and exclusive remedy for a breach of this warranty being the replacement of the Content or a refund of the original license fee). (iv) while Licensor makes efforts to use accurate caption information, Licensor does not warrant that such information is accurate. (v) Licensor provides Licensee with its online system on an “as is” basis without warranty of any kind, including warranty of continued access or availability or against interruption of service.
Limitation of Liability
LICENSOR MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE CONTENT, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY OR ANY OTHER PERSON OR ENTITY FOR ANY GENERAL, PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES, OR LOST PROFITS, EXCEPT TO THE EXTENT OF EACH PARTY’S INDEMNITY OBLIGATIONS HEREUNDER. LICENSOR'S MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH LICENSEE'S USE OF OR INABILITY TO USE THE IMAGE/FOOTAGE (WHETHER IN CONTRACT, TORT OR OTHERWISE) SHALL, TO THE EXTENT PERMITTED BY LAW, BE LIMITED TO THE VALUE OF THE LICENSE PAID BY THE LICENSEE FOR THE USE OF THE CONTENT.
THE REPRESENTATIONS AND WARRANTIES MADE BY LICENSOR IN THIS AGREEMENT APPLY ONLY TO THE CONTENT AS DELIVERED BY LICENSOR AND WILL BE INVALID IF THE CONTENT IS USED BY LICENSEE IN ANY MANNER NOT SPECIFICALLY AUTHORIZED IN THIS AGREEMENT, OR IF LICENSEE IS OTHERWISE IN BREACH OF THIS AGREEMENT, FOLLOWING NOTICE AND A REASONABLE OPPORTUNITY TO CURE. LICENSOR SHALL NOT BE LIABLE FOR ANY DAMAGES, COSTS OR LOSSES SOLELY TO THE EXTENT RESULTING FROM MODIFICATIONS MADE TO THE CONTENT BY LICENSEE OR THE CONTEXT IN WHICH CONTENT IS USED BY LICENSEE.
8. Indemnity
8.2 Licensee Indemnity: Licensee agrees to defend, indemnify and hold Licensor 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 reasonable attorneys' fees and costs), arising out of or as a result of claims by third parties relating to Licensee's use of any Content outside the scope of this Agreement or any other breach by Licensee of this Agreement.
8.3 Notification: The party seeking indemnification shall promptly notify the other party of such claim.
9. Cancellation and Payment Terms: No license is granted until full payment of Licensor's Invoice is received. Unless credit arrangements are made, all payments will be required in full prior to downloading. All licenses are final; no refunds or credits will be allowed unless Licensee cancels any License within seven (7) days from the date of the Invoice, Licensee will be charged a one hundred fifty (US$150) dollar transaction fee per item of Content. If the cancellation notice is received more than seven (7) days, but less than thirty (30) days after the Invoice date, a cancellation fee equal to fifty percent (50%) of the amount of the Invoice will be charged. After thirty (30) days, no cancellations will be accepted and Licensee is responsible for and must pay the full amount of the Invoice. For any cancellations, Licensee must also pay any and all applicable service charges, production fees, processing and handling fees and shipping fees related to the cancelled Invoice. All licenses applicable to the cancellation shall immediately terminate upon cancellation. All cancellations are final.
10. Severability: If one or more of the provisions contained in the Agreement is found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected.
11. Choice of Law - Jurisdiction: This Agreement, any claim, controversy or dispute arising under or related to this Agreement, the relationship of the parties and the interpretation and enforcement of the rights and duties of the parties will be governed by the laws of the State of New York, and the parties agree to accept the exclusive jurisdiction of the state and federal courts located in New York, New York, regardless of conflicts of law principles. The United Nations Convention on Contracts for the International Sale of Goods does not govern this Agreement. In any dispute between Licensor and Licensee for breach of this Agreement the prevailing party shall be entitled to recover its reasonable attorneys’ fees.
12. Waiver: No action of Licensor, other than express written waiver, may be construed as a waiver of any provision of this Agreement.
13. Confidentiality: During this Agreement, one party (“Disclosing Party”) may provide the other (“Receiving Party”) with certain pricing, technical, marketing and other confidential information. The Receiving Party agrees to maintain the confidentiality of any Confidential Information and shall not use or disclose the same without the prior written consent of Disclosing Party. “Confidential information” includes any information that is either designated as confidential by Disclosing Party or that, under the circumstances surrounding the disclosure, ought in good faith to be treated as confidential.
14. Entire Agreement: This Agreement contains all the terms of the License Agreement and no terms or conditions may be added or deleted unless made in writing and signed by an authorized representative of both parties. In the event of any inconsistency between the terms contained herein and the terms contained on any purchase order or other writing sent by Licensee, the terms of this Agreement shall govern.
Overflightstock TV FILM License Agreement 05112019
Overflightstock PHOTOGRAPHY License Agreement
This Agreement is collectively governed by: 1) the following terms and conditions, 2) the Content-Specific Invoice (“Invoice”), and 3) the Content Specific Online Webpage(s) located at www.overflightstock.com (“Content Specific Web Page”) (“collectively, the “Agreement”). This Agreement governs access and use of all images and photography (“Content”) available from Overflightstock. By obtaining, using or paying for any Content from Overflightstock, Licensee agrees to be bound by and comply with all of the terms of the Agreement.
1. Definitions
a) “Content” means all types of visual content, including, without limitation, still photography and images whether generated optically, electronically, digitally or by any other means, and shall include all metadata, keywords, descriptions and captions associated therewith. Any reference to Content includes the whole or the part.
b) “Invoice" means the agreement provided by Overflightstock or an authorized distributor that includes among other terms, the permitted scope of use of the Content selected, any limitations on the use of the Content, and the Licensee fee that corresponds to the use. The Invoice shall be incorporated into this Agreement and all references to the Agreement shall include the Invoice.
c) “Royalty Free” means Content licensed for an unlimited number of uses by one client or end user for a one-time flat fee and expressly designated as “Royalty-Free” or “RF”.
d) “Rights Managed” means Content licensed for a fee on a per-use basis and expressly designated as “Rights Managed” or “RM”.
e) “Comps” means Content licensed solely for Licensee’s evaluation to determine whether the Content is appropriate for Licensee’s intended End Use.
f) “End Use” means the final work product created with the Content as authorized hereunder and excluding Comp uses, and in the case of Rights Managed Content as specified on the Invoice.
g) “License” means the permission granted by Overflightstock to Licensee to use the Content as specified in and subject to the terms and conditions of the Agreement.
h) “Model Release” means that the contributor/photographer of Content has obtained permission for all permitted licensing type uses from people who are visible and recognizable in the Content.
i) “Property Release” means that the contributor/photographer of Content has obtained permission for all permitted licensing type uses from the owner of the tangible property depicted in the Content. “Property Release” does not include any permission for any intellectual property depicted in the Content.
2. Grant of License
2.1 Generally: Any and all Licenses granted by Overflightstock are conditioned upon (i) Licensee’s compliance with all material provisions of this Agreement, including without limitation Overflightstock's receipt of full payment of the applicable Invoice, and (ii) Licensee entering into this Agreement without having received notice of unauthorized use of the Content. Overflightstock reserves all rights not specifically granted in this Agreement, provided however, that Overflightstock's sole and exclusive remedy for Licensee's breach, termination or cancellation of this Agreement shall be limited to an action at law for damages and Overflightstock hereby waives its rights to seek injunctive or other equitable relief and at no time shall Licensee be required to remove the Content from Licensee's End Use.
2.2 Who May Use the Content: The Licenses granted are limited and Licensee may not sell, rent, loan, give, sublicense or otherwise transfer the Content or any right to use the Content except as may otherwise be specifically stated herein or on the applicable Invoice, and insofar as the Content has been incorporated into the permitted End Use. Only Licensee may use the Content and the End Use must be solely for Licensee’s own use. Licensee may assign its rights in this license to the producer(s), distributor(s) or any purchaser(s) or assignee(s) of the End Use, solely for the purpose of creating and/or enabling use of the End Use as provided herein, provided that each such employee or contractor has agreed to comply with the terms hereof, and further provided that Licensee remains liable for any breach of the terms of this Agreement by such producer(s), distributor(s) or any purchaser(s) or assignee(s). Limited, temporary transfers of the Content are permitted to third parties integral to the creation of the End Use, provided such third parties agree to abide by the terms of this Agreement.
2.3 Royalty Free License Terms: Subject to the terms of this License Agreement, Overflightstock grants Licensee a limited, non-exclusive, perpetual, worldwide right to use the Royalty-Free Content (except as may otherwise be specified in the applicable Content Specific Web Page(s) or Invoice) to create and exploit any End Use in any and all media now known or hereafter devised, for all uses other than the use restrictions in Section 4 described below. Licensee may store the Content on a server, image library or network configuration to be viewed by Licensee, subcontractors or its clients.
2.4 Rights Managed License Terms: Subject to the terms and conditions of this Agreement, but excluding the rights granted in Section 2.3 and 2.5, Overflightstock grants Licensee a limited, non-exclusive right to incorporate the Rights Managed Content licensed hereunder in the End Use solely as specified in the Invoice, and as limited in the Content Specific Web Page(s). Licensee may distribute, publish, display or otherwise exploit the End Use containing the Content in the manner as specified on the applicable Invoice.
2.5 Comps License Terms: Subject to the terms and conditions of this Agreement, Overflightstock grants Licensee the right to use the Content solely for Licensee’s evaluation to determine whether Licensee intends to obtain an applicable Rights Managed or Royalty-Free License for the Content. No other use is allowed. Unless otherwise stated in the applicable Invoice, the Comps License automatically expires sixty (60) days from the date of download or receipt (“Comps Term”). Licensee may not store, copy, distribute, publish, display or otherwise use in any way the Content upon the expiration of the Comps Term without obtaining an appropriate License for that Content. If Licensee does not obtain such a License, upon expiration of the Comps Term, Licensee must destroy all copies of the Content.
2.6 Backup Copies: Licensee may make a back-up copy of the content for internal back-up purposes provided Overflightstock's copyright and any Content identifying information embedded with the digital file is retained with the file.
3. Ownership and Intellectual Property: All other rights to the Content, including, without limitation, copyright, are reserved to Overflightstock and the copyright holder. Except as expressly stated herein, this Agreement does not and is not intended to confer rights or remedies upon any person other than the parties. Overflightstock and its Content sources retain all right, title, and interest in and to all of the copyrights and any other proprietary rights in the Content. No rights in any Content are granted except the Licenses specified in this Agreement. Any right, title or interest arising in any compilation or derivative work created using any Content shall not entitle Licensee to use any Content except as permitted hereunder. For the avoidance of doubt, the parties acknowledge and agree that Overflightstock shall be the sole owner of all right, title and interest in and to the Content, and Licensee shall be the sole owner of all right, title and interest in the End Use.
4. Restrictions on Use: Except as provided herein, Licensee may not:
a) Include the Content in an electronic template intended to be used by third parties on electronic or printed products, without obtaining the prior written consent of Overflightstock and the payment of an additional license fee.
b) Create multiple impressions or “on-demand” products, including, but not limited to, website designs, presentation templates, electronic greeting cards, business cards, t-shirts, mugs, calendars, posters, screensavers or wallpapers for mobile devices or any other electronic or printed matter, without first obtaining an extended license for such purpose (if available).
c) Make the Content available in any medium in a manner intended to allow or invite a third party to download, extract or access the Content as a standalone file. For Content displayed on a website, Licensee shall post terms that prohibit the republication or transmission of the Content as a stand-alone file.
d) Incorporate the Content into a logo, trademark or service mark.
e) Use any Content in a pornographic, defamatory, libellous or otherwise illegal manner, or infringe on any third party intellectual property rights, whether directly or in context or juxtaposition with other subject matter and materials.
f) Use any of the Content in any manner prohibited by any export laws, restrictions or regulations.
g) Falsely represent, expressly or impliedly, that Licensee is the original creator of a visual work that derives a substantial part of its artistic components from the Content.
h) Use content identified as “Editorial Use Only” for non-editorial purposes.
i) If the Content is used on a social media or other third-party website; the Content may only be used as part of another work and not as a stand-alone file; and any rights shall automatically be revoked in the event that the third-party website seeks to exploit purported rights to the Content contrary to the terms of this Agreement.
j) Use the Content for multiple clients without obtaining an additional license.
5. Credit Line: Licensee shall give a screen credit to Overflightstock for any Content used in the End Use substantially in the form “[Images supplied by Overflightstock]". Such screen credit shall be equal in size and placement to credit(s) accorded to licensors of any other audiovisual material used in the End Use.
6. Marketing: Unless Overflightstock receives written notification from Licensee to the contrary, Licensee hereby grants Overflightstock the right to display any User Work Product or other derivative works within Licensee's possession or control that incorporates any Content, at trade shows, in collateral, and/or via electronic distribution for Overflightstock marketing, educational, and promotional purposes as examples of customer usage. At Licensee's request, Overflightstock will identify Licensee as the author of such derivative work. Except for credits as required above, neither party may use the other party’s trademarks or service marks without such party’s prior written consent.
7. Releases and Clearances: Content may contain listed restrictions (either on the Invoice or Content Specific Web Page), including, without limitation, restrictions as to time, manner, industry and territory of use, and required pre-approval by depicted people or their representatives. Subject matter depicted in the Content may be subject to copyrights, trademarks, rights of publicity, moral rights, property rights or other rights belonging to another party. Except as may be specifically stated in the Invoice or the Content Specific Web Page applicable to the licensed Content, the rights Overflightstock grants to Licensee do not include a license to, and Overflightstock makes no representations or warranties that it owns or licenses any rights related to or in any persons, places, property (real, personal or of any other kind) or subject matter depicted in any Content. Licensee is solely responsible for determining whether Licensee’s use of any Content requires the consent of any other party or the license of any additional rights. Licensee is solely responsible for obtaining any and all releases and clearances as may be required. Licensee is responsible for consulting with its own legal counsel to determine whether additional rights are needed for the intended End Use. Licensee may not rely on any statements made by any Overflightstock employee or representative other than those made in the Agreement.
8. Warranties and Disclaimers: Overflightstock warrants that: (i) it has all necessary rights and authority to enter into and perform this Agreement; (ii) the Content will be free from defects in material and workmanship for 30 days from delivery (Licensee's sole and exclusive remedy for a breach of this warranty being the replacement of the Content); (iii) Licensee’s use of the Content in accordance with this Agreement and in the form delivered by Overflightstock (i.e., excluding any modifications, by Licensee) will not infringe on any copyrights or moral rights of any person or entity; and (iv) if a release is provided by Overflightstock pursuant to Section 7, Licensee’s use of the Content and in accordance with this Agreement and in the form delivered by Overflightstock (i.e., excluding any modifications by Licensee) will not, where a property release is provided, infringe on any trademark and/or will not, where a model release is provided, violate any right of privacy or right of publicity.
General Disclaimers and Limitation of Liability
LICENSOR MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE CONTENT, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY OR ANY OTHER PERSON OR ENTITY FOR ANY GENERAL, PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES, OR LOST PROFITS, EXCEPT TO THE EXTENT OF EACH PARTY’S INDEMNITY OBLIGATIONS HEREUNDER. LICENSOR'S MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH LICENSEE'S USE OF OR INABILITY TO USE THE IMAGE/FOOTAGE (WHETHER IN CONTRACT, TORT OR OTHERWISE) SHALL, TO THE EXTENT PERMITTED BY LAW, BE LIMITED TO THE VALUE OF THE LICENSE PAID BY THE LICENSEE FOR THE USE OF THE CONTENT.
THE REPRESENTATIONS AND WARRANTIES MADE BY LICENSOR IN THIS AGREEMENT APPLY ONLY TO THE CONTENT AS DELIVERED BY LICENSOR AND WILL BE INVALID IF THE CONTENT IS USED BY LICENSEE IN ANY MANNER NOT SPECIFICALLY AUTHORIZED IN THIS AGREEMENT, OR IF LICENSEE IS OTHERWISE IN BREACH OF THIS AGREEMENT, FOLLOWING NOTICE AND A REASONABLE OPPORTUNITY TO CURE. LICENSOR SHALL NOT BE LIABLE FOR ANY DAMAGES, COSTS OR LOSSES SOLELY TO THE EXTENT RESULTING FROM MODIFICATIONS MADE TO THE CONTENT BY LICENSEE OR THE CONTEXT IN WHICH CONTENT IS USED BY LICENSEE.
9. Indemnity
9.1 Overflightstock Indemnity: Provided Licensee is not otherwise in breach of this Agreement and subject to Section 8, as Licensee's sole and exclusive remedy for any breach of the representations and warranties above, Licensor shall defend, indemnify and hold harmless Licensee from all third party damages (excluding punitive damages), liabilities and expenses (including reasonable outside attorney fees), arising out of or connected with any actual lawsuit or legal proceeding alleging that Overflightstock is in breach of its warranties set forth above. No other indemnification is offered by Licensor under the Agreement.
This indemnification also does not apply:
a) should Licensee knowingly continue use of the content if an infringement claim is made by a third party.
b) if a notification is made by Overflightstock to Licensee to discontinue use of the Content.
9.2 Licensee Indemnity: Licensee agrees to defend, indemnify and hold Overflightstock 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 reasonable attorneys' fees and costs), arising out of or as a result of claims by third parties relating to Licensee's use of any Content outside the scope of this Agreement or any other breach by Licensee of this Agreement.
9.3 Notification: The party seeking indemnification shall promptly notify the other party of such claim. At indemnifying party's option, indemnifying party may assume the handling, settlement or defence of any claim or litigation, in which event indemnified party shall cooperate in the defence of any such claim or litigation as may be reasonably requested by indemnifying party. Indemnified party shall have the right to participate in such litigation, at its expense, through counsel selected by indemnified party. 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.
9.4 Alterations to Editorial and Fine Art Content: Special ethical considerations apply to editorial, news, and fine art Content. When using such Content, Licensee is solely responsible for, and shall indemnify Overflightstock for any claims related to or arising from any modifications to or alterations of the Content (except for standard colour correction or minor cropping for space limitations) or to the caption information.
10. Payment Terms: No license is granted until full payment of Overflightstock's invoice is received. Unless credit arrangements are made, all payments will be required in full prior to downloading. Licensee hereby agrees to and is required to pay Overflightstock for all Content that Licensee obtains, regardless of whether Licensee uses the Content unless cancelled pursuant to Section 11 below. Payments for Content issued on credit are due within thirty (30) days of the date the applicable Invoice is issued, or the date specified in the Invoice, whichever comes first. A late payment charge of one and one-half percent (1.5%) per month or the greatest amount allowed under applicable law may be added to any unpaid balance after thirty (30) days.
11. Cancellation/Termination: All licenses are final; no refunds or credits will be allowed unless:
11.1 By Licensee: If Licensee cancels any License within seven (7) days from the date of the Invoice, Licensee will be charged a one hundred fifty (US$150) dollar transaction fee per item of Content. If the cancellation notice is received more than seven (7) days, but less than thirty (30) days after the Invoice date, a cancellation fee equal to fifty percent (50%) of the amount of the Invoice will be charged. After thirty (30) days, no cancellations will be accepted and Licensee is responsible for and must pay the full amount of the Invoice. For any cancellations, Licensee must also pay any and all applicable service charges, production fees, processing and handling fees and shipping fees related to the cancelled Invoice. All Licenses applicable to the cancellation shall immediately terminate upon cancellation and no End Use may be made of the applicable Content. All cancellations are final.
11.2 By Overflightstock: If Licensee breaches any provision of this Agreement, and such breach remains uncured for fourteen (14) days after Licensee’s receipt of notice from Overflightstock of such breach, this Agreement and the License to the Content will automatically terminate. Upon any termination of this Agreement for uncured breach, neither Licensee nor any other person or entity covered by the license granted to Licensee under this Agreement shall have any further right to make any use of the Content or the End Use.
12. Copyright Infringement and Liquidated Damages : In the event that the Licensee utilizes any Content without or prior to the granting of a license, Overflightstock reserves the right to seek damages through legal means unless the Licensee agrees to reimburse Overflightstock a sum equal to ten (10) times the market value price charged for such use of a Content as liquidated damages.
If the Licensee fails to make the payment as outlined above, within thirty (30) days of Overflightstock's invoicing such fee, this liquidated damage provision shall be void and Overflightstock reserves the right to sue for copyright infringement, including attorneys' fees and all associated costs.
13. Severability: If one or more of the provisions contained in the Agreement is found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected. Such provisions shall be reformed only to the extent to make it enforceable.
14. Choice of Law/Jurisdiction/Attorney’s fees: This Agreement, any claim, controversy or dispute arising under or related to this Agreement, the relationship of the parties and the interpretation and enforcement of the rights and duties of the parties will be governed by the laws of the State of New York, and the parties agree to accept the exclusive jurisdiction of the state and federal courts located in New York, New York, regardless of conflicts of law principles. The United Nations Convention on Contracts for the International Sale of Goods does not govern this Agreement. In any dispute between Overflightstock and Licensee for breach of this Agreement the prevailing party shall be entitled to recover its reasonable attorneys’ fees.
15. Waiver: No action of Overflightstock, other than express written waiver, may be construed as a waiver of any provision of this Agreement.
16. Confidentiality: During this Agreement, one party (“Disclosing Party”) may provide the other (“Receiving Party”) with certain pricing, technical, marketing and other confidential information. The Receiving Party agrees to maintain the confidentiality of any Confidential Information and shall not use or disclose the same without the prior written consent of Disclosing Party. “Confidential information” includes any information that is either designated as confidential by Disclosing Party or that, under the circumstances surrounding the disclosure, ought in good faith to be treated as confidential.
17. Entire Agreement: This Agreement contains all the terms of the License Agreement and no terms or conditions may be added or deleted unless made in writing and signed by an authorized representative of both parties. In the event of any inconsistency between the terms contained herein and the terms contained on any purchase order or other writing sent by Licensee, the terms of this Agreement shall govern.
Overflightstock PHOTOGRAPHY License Agreement 04222019