This License Agreement ("Agreement") is between Artbeats Software, Inc. ("Artbeats") and you, under which you shall have a limited license to use the Content (defined below). This Agreement supersedes any other agreement including any existing agreements on any Artbeats discs. Artbeats is willing to grant you the following limited license on the condition that you accept all terms in this Agreement.
By clicking the "accept" button, breaking the seal on a Content disc, or by ordering, installing, copying, downloading or otherwise using the Content, you acknowledge and confirm that you have read this Agreement, understand it, agree to be bound by all of its terms, and that you have the capacity to form a contract under your local laws. If you do not agree to any of the terms in this Agreement, Artbeats is unwilling to license the Content to you and you should not install, download, or use the Content. In such event, you may not use or copy the Content. Full collections of Content that are shipped, sealed and unopened may be returned within 30 days of purchase for a refund of the purchase price (not shipping/handling costs). Subject to the Warranty provision below, downloaded Content is not eligible for a refund or replacement.
In this Agreement, we use the term "you" and "your" to mean you as an individual or such entity in whose behalf you act, if any. If you are entering this agreement on behalf of your employer, the license granted and restrictions and limitations recited herein apply to your employer as well as to you as a representative of your employer. Should you cease working for your employer, your employer may continue to operate under this Agreement.
"Content" is any image, animation, film, video or other audio/visual representation recorded in any format obtained from or furnished, owned or controlled by Artbeats or FootageHub and is licensed to you. All references in this Agreement to the Content includes each individual item within the Content as well as to the Content as a whole.
"Royalty Free" indicates that aside from the purchase price, no further fees or compensation are due regardless of how many times the Content is used or how many projects it is used for, provided that the Content may be used only by one single user in accordance with the terms and conditions of this Agreement.
"Comps" indicates watermarked Content available free from Artbeats or their distributors website, which is provided for evaluation purposes only.
"User Work Product" means any end product or project that is created by or on behalf of you that incorporates any Content in any form, whether in part or whole, or modified, altered, enhanced, or incorporated with other material.
"Editorial Licensed Content" indicates footage relating to newsworthy or public interest events and are clearly marked as such on the Artbeats clip information pages. Editorial footage carries additional restrictions as outlined in Section 4.
2. Grant Of License
Content: Artbeats grants you a limited, revocable, non-exclusive, non-sublicensable, individual, non-transferable, Royalty Free, worldwide license to use, modify and publicly display the Content on any one computer you own or control, subject to the terms and conditions in this Agreement. The Content may be incorporated into any derivative work including, but not limited to, feature films, promotional videos, programs, advertisements, documentaries, podcasts, websites, event displays, or presentations, intended for theater, cable, wireless or satellite broadcast, disk or web distribution or live performance, display or print project.
Comps: Artbeats grants you the limited, revocable, non-exclusive right to use Comps solely for your internal evaluation to determine whether the Content is suitable for a standard end user license. You may not copy, distribute, publish, display, or use the Comps for any other purpose than evaluation.
Single User License: The Content may be modified, used and accessed only on one computer at any one time. You may not rent, lease, lend, sell or sublicense the Content to another person, company or other entity. Your User Work Product must be for your own use, or for the use of your employer, client or customer. Notwithstanding the foregoing, you may publically display the Content and User Work Product. This is not a concurrent use license. Please contact Artbeats for a multi-seat site license if you need to use the Content over a network for multiple users, in which case an additional fee may be required.
The Content is licensed, not sold, to you. All right, title and interest in the Content (including any updates or revisions), and all intellectual property rights therein, is and shall remain the exclusive property of Artbeats, its licensors and their successors and assigns. Other than the limited license explicitly set forth in this Agreement, no interest in, or rights or licenses to the Content are granted to you, and no interest in, or rights or licenses to the Content shall inure in or accrue to you, whether by implication, estoppel or otherwise. Your rights to use the Content are specified in this Agreement and Artbeats, its licensors and their successors and assigns retain and reserve all rights not expressly granted to you. This Agreement does not transfer to you any ownership interest of any kind in the Content or other intellectual property rights in the Content.
4. Unauthorized Uses and Limitations
The Content, User Work Product and any other derivative work thereof may not, in whole or in part, be used, sold, sublicensed, reproduced, distributed, displayed, incorporated into or otherwise made available as templates, standalone backgrounds, screen-savers, stock elements, effects imagery elements or downloadable files. You may not make the Content available in any manner intended to allow a third party access or use of the Content as a standalone element or file. You may not incorporate the Content into a logo, trademark or service mark. The Content and any part or derivative work thereof may not, in whole or in part, be included in any other clip media/stock product, library, collection, or set of clips for distribution, rent, lease, loan, sublicense or resale. These restrictions apply even if the Content has been significantly altered. Any attempt by you to transfer any of the rights, duties or obligations hereunder is void.
If Content is used in a User Work Product or project that will provide monetary gain through broadcast, distribution of disks, downloadable files or via any other media, including but not limited to internet broadcast websites, the Content may not comprise more than 25% of the length of the User Work Product, even if the Content is layered with other graphics, nor may the primary value of User Work Product come from the Content. Additionally, you agree to notify Artbeats in writing and take all steps possible to prevent any third party from duplicating or distributing any of the Content included in your User Work Product. Special licensing to obtain additional rights is available by contacting Artbeats, in which case an additional fee may be required.
The Content may not under any circumstances be used in a way that would defame, malign, slander, asperse, libel, or vilify the persons, property, countries, races, groups, organizations, customs, cultures, religions, governments or military represented in the Content. You may not use the Content in any pornographic, obscene, fraudulent, libelous, infringing or illegal manner. These restrictions apply whether the Content is used as part of, or directly, indirectly or in conjunction with other material or subject matter. If you license any Content from one of our "Marines" collections, you are further restricted from using such Marines Content in such a way that the U.S. Marine Corps appear to endorse any product, event, people, cause, government, country, religion or any other entity.
Any use of Content that is not expressly permitted by this Agreement is not allowed. Special licensing to obtain additional rights is available by contacting Artbeats, in which case an additional fee may be required. You may not use the Content in any way that violates this Agreement, any law, or the rights of any third party.
Editorial Licensed Content may not be used for advertising, promotional, commercial, endorsement, advertorial, or merchandising use unless additional rights have been granted in a separate license agreement with Artbeats. Editorial Licensed Content may be cropped for image size or length as long as the editorial integrity of the Editorial Licensed Content is not compromised. Editorial Licensed Content may not, under any circumstances, be otherwise rotated, altered, or changed, either manually or electronically, without Artbeats prior written permission.
You shall provide copyright attributions to Artbeats in the production, and on-screen credits equal in all respects to any credit accorded to any other provider of comparable services.
6. Marketing and Promotion
Unless Artbeats receives written notification from you to the contrary, you hereby grant Artbeats the right to display any User Work Product or other derivative works within your possession or control that incorporates any Content, at tradeshows, in collateral, and/or via electronic distribution for Artbeats marketing, educational, and promotional purposes as examples of customer usage. At your request, Artbeats will identify you as the author of such derivative work.
7. Releases and Clearances
Artbeats takes reasonable effort to list the Content releases and clearances on its clip information pages. Please review the clip information page carefully so you fully understand what rights you have and do not have in the Content. Except when specifically stated on an Artbeats clip information page applicable to the licensed Content, the rights Artbeats grants to you do not include a license to, and Artbeats 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, including without limitation trademarks/logos, trade dress, music rights, designs or works of art or architecture) or subject matter depicted in any Content. All Content may be subject to copyrights, trademarks, rights of publicity, moral rights, property rights or other rights belonging to another party and you are solely responsible for using the Content at your own risk. You are solely responsible for determining whether your use of any Content requires the consent of any other party or the license of any additional rights, and you should not rely solely on the information provided by Artbeats. You are solely responsible for obtaining any and all releases and clearances as may be required, including without limitation (a) rights from any representative guild, union, professional organization, or other authorized representative; and (b) if any music is included in the Content, master use, synchronization and performance licenses from the copyright proprietors of the applicable master recording(s) and composition(s) and such other persons, firms or associations, societies or corporations as may own or control the performing rights thereto. No employee or representative of Artbeats may make, and you shall not rely upon, any representations or warranties other than those stated herein.
8. Your Representations
You represent and warrant that you have adequate legal capacity to enter into this Agreement, that you will use the Content only for lawful purposes and that you will not violate any term of this Agreement.
If you are purchasing the licensed material on behalf of an entity or other person, you represent and warrant that you are authorized and have authority to act as an agent on behalf such other entity or person. If such entity or person disputes your authority to do so, you will be liable for such entity or person's failure to comply with the terms of this Agreement.
9. Limitation on Liability
Artbeats is not liable for any special, indirect, consequential, punitive, or incidental damages nor from damages (including, without limitation, damages for loss of profits, business interruption, loss of goodwill or data, work stoppage, computer failure or malfunction, loss of business information, or any other pecuniary loss or commercial damages) arising out of the use of or inability to use the Content, whether based in contract, tort (including without limitation, negligence) or otherwise, even if it has been warned of the possibility of such damages. ARTBEATS' TOTAL LIABILITY AND YOUR EXCLUSIVE REMEDY SHALL BE LIMITED TO THE AMOUNT YOU PAID FOR THE PARTICULAR CONTENT UNDER THIS AGREEMENT. Some jurisdictions do not allow the exclusion or limitation of incidental, consequential or special damages, so this exclusion and limitation may not apply to you. Artbeats is not responsible for any liability arising out of User Work Product or content provided by you or a third party that uses any part or derivative of the Content and/or any material linked through such User Work Product and content. Artbeats shall not be liable for any damages or losses arising out of your use or modification to the Content or the context in which the Content is used in User Work Product.
10. Your Indemnification of Artbeats
You agree to indemnify, defend and hold harmless Artbeats, its officers, directors, affiliates, agents, employees, contractors, subsidiaries, joint ventures, licensors (including Content sources) and licensees from and against any and all claims, demands, losses, liabilities, damages (including without limitation, punitive damages), penalties, judgments, settlements, costs or expenses of any kind (including reasonable attorneys fees and expenses at trial or on appeal), arising out of or related to (i) your actual or alleged breach of any terms, conditions, representations or restrictions of this Agreement (including the terms, conditions and restrictions identified on an Artbeats invoice and/or Artbeats clip information pages, (ii) your use or modification of any Content, or combination of any Content, with any text or other content (including use outside the scope of this Agreement), (iii) your failure to obtain from third parties all permissions necessary to use the Content, (iv) Content which Artbeats has otherwise notified you not to license or otherwise use prior to the beginning of the term of the license for such Content; and (v) any act (including without limitation, negligence or willful misconduct) or failure to act by you or any of your employees, contractors, employers, agents, clients, principals, or users.
11. Terms and Termination
This Agreement shall be effective as of the earliest of the date you download, install or use the Content (or first break the seal on a Content disc) and shall continue in effect until terminated. This agreement automatically terminates if you fail to comply with the terms hereof or if you attempt to assign the Agreement or transfer the Content to a third party except as expressly permitted in this Agreement. Your rights under this Agreement shall immediately terminate upon your cessation of business, insolvency, assignment of assets for the benefit of creditors, bankruptcy or appointment of a trustee for all or a portion of your assets. Upon termination of this Agreement for any reason, you must immediately stop all use of the Content, in any form, and must destroy all copies of the Content that are in your possession or control. All provisions of this Agreement, except for the "Grant of License" Section, survive the termination of this Agreement. Any cause of action that Artbeats may have against you shall survive termination.
12. Limited Warranty and Disclaimer
Artbeats warrants the Content to be free from defects in material and workmanship (but not visual artifacts inherent in the Content) for thirty (30) days following delivery. Your sole and exclusive remedy for a breach of this warranty is the replacement of the Content, applicable media or a refund of the purchase price, at the option of Artbeats. ARTBEATS MAKES NO OTHER WARRANTIES OR REPRESENTATIONS WITH REGARD TO THE CONTENT.
THE CONTENT AND ALL OTHER INFORMATION WE PROVIDE TO YOU (INCLUDING WITHOUT LIMITATION, DESCRIPTIONS, CAPTIONS AND ARTBEATS CLIP INFORMATION PAGES) IS PROVIDED TO YOU "AS IS" AND WITH NO WARRANTY WHATSOEVER. ARTBEATS DOES NOT WARRANT THAT THE CONTENT WILL MEET ANY SPECIFICATIONS OR STANDARDS OF QUALITY. BESIDES THE LIMITED WARRANTY IN THE ABOVE PARAGRAPH, ARTBEATS DISCLAIMS ALL OTHER EXPRESS WARRANTIES AND ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF TITLE, NON-INFRINGEMENT, NON-INTERFERENCE, ACCURACY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ARTBEATS FURTHER DISCLAIMS ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR TRADE USAGE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY ARTBEATS, ITS EMPLOYEES, DISTRIBUTORS, DEALERS OR AGENTS SHALL INCREASE THE SCOPE OF THE ABOVE WARRANTIES OR CREATE ANY NEW WARRANTIES. IF ANY IMPLIED WARRANTY MAY NOT BE DISCLAIMED UNDER APPLICABLE LAW, THEN SUCH IMPLIED WARRANTY IS LIMITED TO 30 DAYS FROM THE DATE YOU ACQUIRED THE CONTENT.
Artbeats does not warrant that the Content will be error-free, or that the functions or content included in the Content will meet your requirements. You expressly waive all rights to make any claim whatsoever against Artbeats or its licensors for misrepresentation or for breach of warranty of any kind relating to the Content. You bear the entire risk as to the use, quality and performance of the Content. Some jurisdictions do not allow the exclusion or limitation of implied warranties, so the above exclusions or limitations may not apply to you.
If any term or provision of this Agreement is determined by any court of competent jurisdiction to be invalid or unenforceable, such provision shall be interpreted to the maximum extent to which it is valid and enforceable, and the remaining provisions of this Agreement shall not be affected and shall continue in full force and effect.
14. Applicable Law; Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of the State of Oregon, USA, without regard to its conflict of laws principles. The parties agree that any claim asserted in any legal proceeding by one party against the other shall be commenced and maintained exclusively in a state or federal court located within Multnomah County, Oregon, having subject matter jurisdiction with respect to the dispute between the parties (except that a judgment by such courts may be enforced by any court). Both parties hereby submit to the exclusive jurisdiction of such courts over each of them personally in connection with such litigation, and waive any objection to venue in such courts and any claim that such forum is an inconvenient forum.
15. Injunctive and Other Equitable Relief
You agree that the remedy at law for any breach or threatened breach of this Agreement by you would, by its nature, be inadequate, and that in such case Artbeats will be entitled, in addition to damages or any other type of relief, to a restraining order, temporary and permanent injunctive relief, specific performance and other appropriate equitable relief, without showing or providing that any monetary damage has been sustained.
You may not assign or otherwise transfer this Agreement or any rights hereunder without the prior written consent of Artbeats. A transfer of controlling interest in any entity shall constitute an assignment. Artbeats is free to assign, transfer or delegate its rights in this Agreement.
17. Entire Agreement
This is the entire agreement between the parties with regard to the subject matter hereof. It supersedes all prior or contemporaneous agreements, understandings, or representations with respect to the Content. This Agreement may not be modified or amended except in a writing signed by both parties. Any preprinted terms on your purchase order shall be given no force or effect and no terms of a purchase order that conflict with this Agreement shall be binding on Artbeats.
This Agreement and any supplemental terms constitutes the entire agreement between you and Artbeats concerning the subject matter of this Agreement, which may only be modified by Artbeats.
18. Users Outside the U.S.
If you are using the Content outside the United States, then the provisions of this Section shall apply. You are responsible for complying with any local laws in your jurisdiction which might impact your right to import, export or use the Content, and you represent that you have complied with any regulations or registration procedures required by applicable law to make this license enforceable. If the laws applicable to your use of the Content would prohibit enforceability of this Agreement, or impose any additional burdens on Artbeats, or confer any rights to you that your materially different from the terms and conditions in this Agreement, then you are not authorized to use the Content and you agree to remove them from your computer. The United Nations Convention on Contracts for the International Sale of Goods does not govern this Agreement.
The failure of Artbeats to require performance by you of any provision herein shall not affect the full right to require such performance at any time thereafter, nor shall the waiver by Artbeats of any breach of this Agreement be considered to be a waiver of the provision itself.
The Content is protected by the United States Copyright Law and International Treaty. Unauthorized reproduction or distribution is subject to civil and criminal penalties.
© Artbeats Software, Inc. All Rights Reserved.