Terms and Conditions

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 Royalty Free License Terms: Subject to the terms and conditions of this License Agreement, Licensor grants Licensee a non-exclusive, perpetual and worldwide right to use the Royalty-Free Content (except as may otherwise be specified in the applicable Invoice) to create and exploit any Production in any and all media now known or hereafter devised for any purpose not otherwise prohibited under this agreement.

2.4 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.

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 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 applicable to the licensed Content, the rights Licensor grants to Licensee do not include a license to, and Licensor 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. 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; (ii) 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). (iii) while Licensor makes efforts to use accurate caption information, Licensor does not warrant that such information is accurate. (iv) 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

8.1 Licensor Indemnity: Licensor shall defend, indemnify and hold harmless Licensee, its parent, subsidiaries and commonly owned or controlled affiliates and their respective officers, directors, agents, assigns, and employees from any and all claims, damages, liabilities, cost and expenses (including attorney fees), arising out of Licensor’s breach or alleged breach of any of the provisions of this Agreement and/or any representations and warranties made by Licensor.

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. Refunds will be allowed if Licensee cancels any License within thirty (30) days after the Invoice date. For any cancellations, Licensee must pay all applicable service charges, production fees, processing, handling fees and shipping fees related to the cancelled Invoice. After thirty (30) days, no cancellations will be accepted and Licensee is responsible for and must pay the full amount of the Invoice.

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. Such provisions shall be reformed only to the extent to make it enforceable.

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 PRIVACY POLICY

OVERFLIGHTSTOCK, LTD. (“Company”, “we”, or “Us”) is committed to respecting your privacy. This Privacy Policy describes how Company collects, uses, and retains personal information to enable us to do business with you and improve our services. “Personal Information” includes any information that relates to, identifies, or can be used to identify, contact, or locate the person to whom such information pertains.
The terms of this policy apply to www.overflightstock.com and www.info.overflightstock.com/ ([collectively] the “Site”), unless different terms are otherwise specified or provided to you.
By using this Site, you understand and agree to the terms of this Privacy Policy. This Site is operated in Canada and may be accessed abroad. For data protection purposes, Company is the controller and, unless otherwise noted, is also the processor of data. Personal Information collected may be retained, and may be stored, processed, accessed, and used in jurisdictions whose privacy laws may be different and less protective than those of your home jurisdiction.
We DO NOT sell, rent, or share your Personal Information to or with third parties in any way other than as disclosed in this Privacy Policy.

UPDATING YOUR PERSONAL INFORMATION AND PRIVACY PREFERENCES

Upon request Company will provide you with information about whether we hold, or process on behalf of a third party, any of your Personal Information. To request this information please contact us at info@overflightstock.com
You have the right to access and correct or revise your Personal Information and privacy preferences at any time by contacting us at info@overflightstock.com We will respond to your request within a reasonable period of time.

WHAT PERSONAL INFORMATION WE COLLECT AND RETAIN FROM CUSTOMERS

When you visit this Site some Personal Information may be collected automatically as part of the Site’s operation. This information may include your IP (Internet Protocol), your browser type, access times,[ the website that referred you to us,] and navigational information such as the pages you view on the Site. We collect information about your use of the Site and our other customers in the aggregate to learn more about how our Site is used by our customers in order to improve our service and our Site.
When you register online with us, we collect the Personal Information you provide to us which may include your name, address, job title, company name and company type, phone number, email address, password and is part of the process of issuing a license to use the content from our site. You may choose not to provide this information by not registering with us, however certain products and services on the Site are only available to you upon registration. Registration enables you to access higher resolution content [and to enter into a license to use content for comp purposes].
[If you use our mobile apps, we collect information on the type of device you use, and operating system version. We do not ask for, access, or track any location-based information from your mobile device at any time.]
If a password is used to protect your account and Personal Information, it is your responsibility to keep your password confidential.

PERSONAL INFORMATION WE COLLECT AND RETAIN FROM CONTRIBUTORS

In addition to the Personal Information collected from general users of the Site, if you contribute content to us for licensing you will be asked to provide your Personal Information such as your name, phone number, primary address, and email address. We may verify this information by asking you to upload a scan of a government issued ID (which will be stored securely on our servers).
In order to pay you and report sales to you, you will be asked to provide certain Personal Information such as payment information, payment method, payment emails, tax information, bank account number, PayPal address.
Some of this information is mandatory and if you choose not to disclose, we may not be able to engage in any activity with you.

HOW WE USE YOUR PERSONAL INFORMATION

When you license content from us, we collect your username, password, full name, telephone number, email address and postal address, company name, company title, and other Personal Information to process your orders and complete the license transaction, for license transaction history record keeping purposes, or to receive products or services. Your email address is used to confirm the licensing transaction. Normal payments are made either by PayPal or other credit care service provider who maintain secure services for these transactions. We normally don't take or receive credit card information. If the need does arise to transmit credit card information, that information will not be retained. It would only service the one licensing event it was given for.
We may contact you using your email or other Personal Information to respond to customer requests and inform you of special offers services.
We may ask you questions relating to your user preferences in order to better serve you and improve the use of our Site. Providing information regarding your usage and preferences is always voluntary.
We may contact you to administer promotions or sweepstakes you enter and notify you of the results.
We collect Personal Information regarding your orders, your use of the Site, and other account information as part of your sales history with us.
We may disclose to carefully-chosen third parties navigational and transactional information in the form of anonymous, aggregate usage statistics and demographics, but only in forms that do not reveal your identity or other confidential information.
We may contact you to investigate or take any action regarding illegal activity or any violations of our terms of service.
We may disclose Personal Information if required by law (for example, to comply with a subpoena, warrant, court order, or legal process) or when necessary to protect our rights, avoid litigation, protect your safety or the safety of others, investigate fraud, and/or respond to a government request. We may also disclose information about you if we determine that such disclosure should be made for reasons of national security, law enforcement, or other issues of public importance.

DATA RETENTION

We will retain your Personal Information for as long as your account is active, your information is needed to provide you services, or as required to fulfill our legal obligations, resolve disputes, and enforce our agreements. If you wish to delete your account or request that we no longer use your information to provide you services contact us at info@overflightstock.com. We will respond to your request within [30 days].
If you are a contributor and have submitted model releases with any content, we will retain the releases to comply with our legal obligations, dispute resolutions, licensing transactions, or to enforce our contractual obligations. We will not publicly disclose any Personal Information regarding any model.

ABOUT COOKIES

When you visit Company’s Site, a text file called a cookie is placed in the browser directory of your computer’s hard drive. A cookie is information that a website can store on your web browser and later retrieve. The information that cookies collect includes the date and time of your visit, your registration information and your navigational and licensing information. It allows the web browser to recognize the pages you have been to when you are visiting the Site and allows you to quickly return to viewed pages. We may also use “web beacons” that monitor your use of our Site. Web beacons are small strings of code that provide a method for delivering a graphic image on a web page for the purpose of transferring data, such as the IP  address of the computer that downloaded the page on which the web beacon appears, the URL (Uniform Resource Locator) of the page on which the web beacon appears, the time the page containing the web beacon was viewed, the types of browser that fetched the web beacon and the identification number of any cookie on the computer previously placed by that server.
When corresponding with you via HTML capable e-mail, web beacons let us know whether you received and opened our e-mail.
You may adjust your browser to reject cookies from us or from any other website. Additionally, by setting your web browser to display HTML e-mails as text only, you may be able to prevent the use of some web beacons. Please consult the “Help” section of your browser for more information. [However, certain areas of our Site can only be accessed in conjunction with cookies or similar devices and you should be aware that disabling cookies or similar devices might prevent you from accessing some of our content.]

DIRECT MARKETING

If at any time you decide that you do not want to receive marketing emails from us you will have the option of opting out and/or unsubscribing from our emails and mailing lists by adjusting “Personal Information Preferences” as follows: (1) unsubscribing from marketing emails using the "Unsubscribe" link in the footer of the email; (2) contacting your Account Executive; or (3) sending an email to info@overflightstock.com with a note to unsubscribe all or partial service. If you chose not to receive marketing emails, you may continue to receive transactional or account emails (e.g., purchase confirmations and account balance statements).

FORUMS & OTHER INTERACTIVE SERVICES

Our websites may include discussion forums or other interactive areas or services, including blogs, chat rooms, bulletin boards, message boards, online hosting or storage services, or other areas or services in which you or third parties create, post or store any content, messages, comments, materials or other items on the sites (“Interactive Areas”). If you use an Interactive Area, you should be aware that these areas are open to the public and any personal information you post or provide at registration may be viewable by others. We are not responsible for personal information you submit in connection with the Interactive Areas, nor are we responsible for how others might use that information, including to send you unsolicited messages. Interactive Area postings may be retained indefinitely. If at any time you would like to remove a posting, please email us at info@overflightstock.com. Keep in mind that removal of a posting from an Interactive Area does not mean that the posting will be deleted from our systems.

SECURITY OF OUR DATA

Whenever you submit an order to Company, you can do so over a secure (i.e., encrypted) connection. This ensures that your personal information is not at risk. As no method of transmission over the Internet, or method of electronic storage is 100% secure, while Company uses commercially reasonable methods to protect your personal information, we cannot guarantee that it is absolutely secure. In the unlikely event that an unauthorized third-party compromises Company’s security measures, Company will not be responsible for any damages directly or indirectly caused by an unauthorized third party’s ability to view, use or disseminate your information.

REVIEWING, UPDATING, OR CORRECTING YOUR INFORMATION

If at any point you wish to access your personal information to (1) change your preferences, (2) review the accuracy, or (3) correct, supplement or modify your information, you may make a written request to info@overflightstock.com

CHANGES IN PRIVACY POLICY

Company reserves the right to amend the Privacy Policy from time to time at its sole discretion and will provide notice by email or on the home page of the Site when we make material changes to this Privacy Policy prior to the change becoming effective.

LINKS TO THIRD PARTY SITES

Our Site includes links to other sites whose privacy practices may differ from those of Company. If you submit personal information to any of those sites, your information is governed by their privacy policies. Please review the privacy policy of any Web site you visit.

SOCIAL MEDIA

On some pages, we allow you to share Personal Information with third parties, such as social networks like Facebook. In these instances, you are agreeing to the data being shared and the shared data is subject to the privacy policies of the third parties. We do not control and do not assume any responsibility for the use of personal information by such third parties. For more information about the third party’s purpose and scope of their use of personal information in connection with sharing features, please visit the privacy policies of such third parties.

CHILDREN

We do not intend to solicit or collect Personal Information from anyone under the age of 18. If you are under 18, do not enter information on this site or engage our services. If you believe a child of yours under the age of 18 has entered Personal Information please contact info@overflightstock.com to have the data removed and terminate the child’s account.

CONTACT INFORMATION

Individuals located in certain countries, including the European Economic Area, have certain statutory rights in relation to their Personal Information. Subject to any exemptions provided by law, if you live in this area you have the right to request access to your Personal Information, as well as to seek to update, delete, or correct this Information.
[If you have any questions about this Privacy Policy, the practices of this site, or your dealings with this Web site, you can contact our Data Protection Officer at info@overflightstock.com or 1-888-802-1568