The term “LICENSEE” refers to the individual or legal entity, as applicable, identified as the customer when Stock Footage is licensed. If Licensee does not agree to be bound by this agreement, licensee may not use any Stock Footage from LZ Droneworks.
By obtaining any Stock Footage / Clip License from LZ Droneworks, Licensee represents that:
(1) Licensee has read, understands, and agrees to be bound by this agreement
(2) Licensee is of legal age to form a binding contract with LZ Droneworks, and
(3) Licensee has the authority to enter into this agreement personally or on behalf of the company Licensee has named as the customer, and to bind that company to these terms.
1. License
LZ Droneworks hereby grants to Licensee or its affiliates and its representatives, under LZ Droneworks intellectual property rights in the Stock Footage: a non-exclusive, royalty-free, worldwide, non-transferable right to host, copy, cache, reproduce, modify, revise, reformat, use, display and create derivative works from the Stock Footage/Clip for any broadcast, streaming, and internet purpose, for the duration of one year from the time of License Purchase.
2. Limitations
The Stock Footage may not be sold as stand-alone clips, or be included in any other media/stock library, or collection for distribution or resale. The Stock Footage may not be used, in part or in whole, as a trademark or service mark, nor may Licensee claim any proprietary rights of any sort in the Stock Footage, or any part thereof. If Licensee provides Stock Footage or Derivative Works to a client as part of Licensee’s work product, the client may not reuse the Stock Footage.
3. Copyright
LZ Droneworks, its licensors and contributors retain all right, title, and interest in and to the Stock Footage not expressly granted by the License Grant above. Such rights are protected by the United States and International Copyright laws and international treaty provisions. Licensee may be held legally responsible for any copyright infringement that is caused or encouraged by Licensee’s failure to abide by the terms of this Agreement. The licensee is aware that each jurisdiction in the world may have different laws pertaining to the rights of individuals or property depicted in the licensed content, and the licensee will comply with all such laws in use of the licensed content in the applicable jurisdiction. The licensee will not isolate, emphasize, or otherwise display trademarks or people depicted in the licensed content in a way that violates the trademark or personal rights of third parties. The licensee will not use the licensed content in any malicious, or misleading manner. The licensee indemnifies LZ Droneworks and its licensors for any claims resulting from a claim, damage, judgment, etc. that the rights of a third party are infringed or violated as a result of the specific manner in which the licensed content is modified or used for the licensee’s specific purposes.
4. Representations and Warranties of LZ Droneworks
LZ Droneworks hereby represents and warrants to Licensee that (i) LZ Droneworks has the power and authority to enter into and perform the obligations according to the terms of this Agreement and to grant all rights contemplated by this Agreement; (ii) LZ Droneworks has no restrictions that would impair its ability to perform its obligations under the Agreement and has not and will not enter into any agreement that is inconsistent with its obligations hereunder; (iii)Stock Footage shall not violate the intellectual property rights, proprietary or privacy rights of any person or entity; (iv) the execution, delivery and performance of this Agreement by it does not violate, conflict with or constitute a default under any agreement or instrument (including its corporate charter or other organizational document) to which it is a party or by which it is bound, or any applicable law, regulation or order of any court or other tribunal, except where such violation, conflict or default would not materially impair such Party’s performance of its obligations or the other Party’s enjoyment of its rights hereunder; and (v) LZ Droneworks shall perform in accordance with the applicable written documentation provided to Licensee.
5. Representations and Warranties of Licensee
Licensee hereby represents and warrants to LZ Droneworks that (i) Licensee has the full right and power to enter into and perform the obligations according to the terms of this Agreement; (ii) Licensee currently has no restrictions that would impair its ability to perform its obligations under the agreement.
6. Indemnity and Release
Licensee will indemnify and hold LZ Droneworks, and its subsidiaries, affiliates, officers, directors, agents, partners and employees (collectively, the “LZ Droneworks Parties”), harmless from any claim or demand, including reasonable attorney’s fees, arising out of Licensee’s use of Stock Footage. Licensee hereby release the LZ Droneworks Parties and their successors from claims, demands, any and all losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage that is either directly or indirectly related to or arises from any Stock Footage or use thereof. If Licensee is a California resident, Licensee waives California Civil Code 1542, which says: “A general release does not extend to claims which the creditor does not now or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”
7. Limitation of Liability
In no event, including (without limitation) negligence, shall any LZ Droneworks party be liable to Licensee or any third party for any special punitive, incidental, indirect, or consequential damages of any kind, or any damages whatsoever, including, without limitation, the cost of procurement of substitute goods or services resulting from the Stock Footage, whether or not LZ Droneworks has been advised of the possibility of such damages. Under no circumstances will LZ Droneworks be liable to Licensee in the aggregate for more than the amount received by LZ Droneworks as a result of Licensee’s use of the stock footage during which Licensee first asserts a claim. If Licensee has not paid LZ Droneworks any amounts during which Licensee first asserts any such claim, LZ Droneworks’ sole and exclusive liability shall be limited to ten dollars ($10.00). For the avoidance of doubt, LZ Droneworks’ liability will be limited to such amounts in the aggregate for both this agreement and the terms of use. Certain jurisdictions do not allow the exclusion or limitation of certain damages. If these laws apply to Licensee, some or all of the above exclusions or limitations may not apply to Licensee, and Licensee may have additional rights. The limitations of damages set forth above are fundamental elements of the basis for the bargain between LZ Droneworks and Licensee.
8. Indemnification; Limitation of Liabilities
A. The parties agree to indemnify, defend, and hold each other harmless from any and all actions, causes of action, claims, demands, costs, liabilities, expenses (including reasonable attorneys’ fees) and damages arising out of or in connection with any claim made by a third party (including without limitation claims concerning patents, copyrights, trademarks, service marks, any other marks, rights of publicity, and privacy) that, if true, would be a breach by either party of any representation, warranty, or obligation to be performed by such party hereunder.
B. If any action shall be brought by a third party against either party (the“Claimant”) in respect to any allegation for which indemnity may be sought from the other party (the “Indemnifying party”) pursuant to the provisions of this Section, Claimant shall promptly notify Indemnifying party in writing, specifying the nature of the action and the total monetary amount sought or other such relief as is sought therein. Claimant will not settle or otherwise compromise (whether by agreement, mediation or arbitration) any claim without the written consent of Indemnifying party. Claimant will cooperate with Indemnifying party at Indemnifying party’s expense in all reasonable respects in connection with the defense of any such action.
C. Indemnifying party may upon written notice to Claimant undertake to conduct all proceedings or negotiations in connection therewith, assume the defense thereof, and if it so undertakes, it will also undertake all other required steps or proceedings to settle or defend any such action, including the employment of counsel that will be satisfactory to Claimant, and payment of all expenses. Claimant will have the right to employ separate counsel and participate in the defense at Claimant’s sole expense. Indemnifying party will reimburse Claimant upon demand for any payments made or loss suffered by it at any time after the date of tender, based upon the judgment of any court of competent jurisdiction or pursuant to a bona fide compromise or settlement of claims, demands, or actions, in respect to any damages to which the foregoing relates.
D. Limitation of Liability. Except for the breach of either party’s express indemnification obligations hereunder, neither party will be liable for any incidental consequential, punitive, special, or indirect damages or for lost profits or anticipated profits lost income or revenue, loss of use, loss of data, loss of business opportunity, cost of substitute goods, business interruption for any and all claims or causes of action, whether in contract, tort (including negligence or strict liability) or otherwise, whether or not Licensee was aware of or should have been aware of the possibility of these damages. Other than with respect to its indemnification obligations under Section 8, in no event will either party’s aggregate, cumulative, liability regarding any and all claims and causes of action, under any theory of liability, whether in contract, in tort (including negligence or strict liability) or otherwise exceed the greater of (I) one million U.S.D ($1,000,000.00) or (II) the total revenues derived by Licensee hereunder within the 12 month period immediately preceding date upon which such claim or cause of action first arose.
9. Licensee’s Right to Take Action
The Parties agree that LZ Droneworks shall remain the intellectual property owner of the Stock Footage. Nevertheless, to protect its interest, Licensee shall have the right to take legal action against any unauthorized users of Stock Footage.
10. Resolution of Disputes
A. Selection of Governing Law
California law governs this contract, all contracts arising under or out of this contract, and any legal action or other proceeding of any kind designed to resolve a dispute that arises out of or relates to the parties’ transactions.
B. Selection of Forum for Resolution of Disputes
The parties have selected Los Angeles County, California as the mandatory and exclusive forum for resolving any dispute that arises out of or relates to the parties’ transactions. By signing this contract, the parties affirm that Los Angeles County, California is considered to be a fair and convenient forum for any legal action or other proceeding of any kind designed to resolve such a dispute. The parties shall not initiate in any other forum a legal action or other proceeding to which this subsection applies.
11. Rules of Construction
A. Merger of All Contracts into Integrated Contract
This contract is fully integrated. Any prior contracts, representations, or arrangements are merged into this written contract.
B. Severance of Invalid Provisions
If a court or other tribunal finds a provision of this contract to be unenforceable as written, the parties intend for the unenforceable provision to be severed and for the remaining provisions to be enforced as written.
12. Modification of Contract
The parties may modify this contract or any provision of this contract by setting out the intended modification in a supplemental written contract that both parties sign. In the supplemental contract, the parties shall identify each modified section or subsection and shall set forth in full the modified version of the provision. If the parties do not comply with this procedure, any modification to any provision of this contract is ineffective.
13. No Waiver
No failure or delay on the part of either Party in the exercise of any right or privilege hereunder, including the right to cancel, shall operate as a waiver thereof, nor shall any single or partial exercise of such right or privilege preclude other or further exercise thereof or of any other right or privilege.
14. Independent Contractors
The Parties shall perform activities under this Agreement only as independent contractors and nothing contained herein shall be construed to be inconsistent with this relationship or status. Under no circumstances shall any personnel of either Party be considered to be an employee or agent of the other Party. Nothing in this Agreement shall be interpreted as granting either Party the right or authority to make commitments of any kind for the other, implied or otherwise, without prior review and written agreement. This Agreement shall not constitute, create, or in any way be interpreted as a joint venture, partnership or formal business organization of any kind.
15. Fees and Payments
A. License Fee
In consideration of the perpetual license granted herein, Licensee agrees to pay LZ Droneworks a single, mutually agreed upon payment (the “License Fee”). There shall be no other consideration due or owing LZ Droneworks pursuant to this Agreement. Except as expressly provided otherwise in this Agreement, LZ Droneworks shall be entitled to no royalty payments based on Licensee’s use or distribution of the Stock Footage. All fees and amounts quoted in this Agreement are in U.S. dollars unless stated otherwise.
B. Payment
In exchange for Licensee’s usage of LZ Droneworks’ Stock Footage as provided hereunder, Licensee must pay to LZ Droneworks the licensing fee. This license applies to all files Licensee obtains from LZ Droneworks. Licensee agrees to pay and be responsible for any and all sales taxes, use taxes, value added taxes and duties imposed by any jurisdiction as a result of the license granted to Licensee, or of Licensee’s use of the Stock Footages, pursuant to this Agreement.
16. Execution of Contract
A. Effective Date of Contract
This contract becomes effective upon acceptance of digital agreement on license purchase date.