The following is a legal agreement (“License”) between you or the employer or other entity on whose behalf you ("you" or "Customer") are entering into this License and Timelapse Archive Inc., doing business as Discover Footage ("Discover Footage") as the licensor. By downloading any Footage, you agree to be bound by the terms of this License. Please read this License carefully before downloading any Discover Footage Footage ("Footage"). As used in this License, Footage means, any moving images, animations, films, videos or other audio/visual representations recorded in any format that are controlled by or obtained, directly or indirectly, from Discover Footage.
If you do not agree to this License, as same may be amended from time to time, do not download or use any Footage and cease use of this Website (“Website”). Your failure to comply with the terms hereof could result in the immediate termination of your account and this License.
All Footage on the Website is protected by Canadian and international copyright laws. Discover Footage and/or the various artists and/or entities that provide Footage to Discover Footage ("Contributors") own all rights, including the copyrights in and to the Footage. Discover Footage and/or its Contributors reserve all rights in and to the Footage not expressly granted to you by the terms of this single use license. Your rights to use any Footage are subject to this License and are conditional upon your payment to Discover Footage for your use of the Footage. If you fail to make any payment to Discover Footage when due, or if any cheque is dishonoured or credit card charge refused or charged back, your account will be deemed delinquent. If your account becomes delinquent, your right to use any Footage downloaded at any time shall automatically terminate, unless all payments together with any interest thereon and Discover Footage’s costs of collection, bank charges and credit card processing fees are received by Discover Footage without delay.
You may not use any Footage (in whole or in part) as a trademark, logo or an element thereof. All trademarks and service marks visible in the Footage are and shall remain the exclusive property of the trademark owner. If there are any incidental trademarks or logos contained in the Footage, you may not alter these items or use them in any way which implies an association with or an endorsement by the owner(s) of such trademarks. The inclusion of these incidental trademarks in the Footage does not in any way constitute or imply any association with or endorsement of the Footage.
Grant of Rights
Discover Footage grants you a worldwide, non-exclusive, non-transferable, right to use, modify and reproduce the Footage by incorporating it into a single derivative work and displaying and/or distributing such derivative work by any means now known or hereafter developed, subject to the limitations set forth herein.
You must retain the copyright notice and the Footage identifying number associated with the Footage as may be included as part of the Footage. You may make no more than one (1) high-resolution copy of the Footage for back-up purposes only. Upon the expiration or termination of this License, whichever occurs earlier, you shall promptly delete the Footage from your computer or other electronic storage systems.
When incorporating the Footage in print, film, broadcast productions or video products, you shall provide Discover Footage with a copyright attribution in substantially the following form:
"Footage courtesy of Discover Footage"
Discover Footage grants you, a further non-exclusive, non-transferable license, to use the watermarked, low resolution footage clip(s) you have selected (“Editorial Footage”) only in test, sample, comp or rough cut evaluation materials. Editorial Footage may not be displayed or distributed to the public or incorporated into any final materials, whether or not such final materials are publicly displayed or distributed. Editorial Footage can be edited, but you may not remove or alter the Discover Footage watermark. You may not use Editorial Footage for commercial purposes.
Discover Footage shall be under no obligation to refund any fees paid by you for Footage, unless required by law.
Restrictions on Use
You may not use Footage other than as specified herein; you may not use Footage in any way that might be considered defamatory, libellous, obscene, immoral or illegal; you may not use Footage in a way that portrays any person depicted therein in a manner that a reasonable person might find offensive, this includes, but is not limited to the use of Footage that is defamatory, or otherwise contains unlawful, offensive or immoral content; you may not use any Footage containing the likeness of a person if such use implies that such person engages in any immoral or illegal activity.
You may not use still images captured from Footage other than in the context of marketing, promotion and advertising of your derivative works incorporating the Footage.
You may not falsely represent, expressly or by way of reasonable implication, that any Footage was created by you or a person other than the authors or copyright holder(s) of that Footage.
You may not use automated programs, applets, bots or the like to access the Website or any content thereon for any purpose, including, by way of example only, downloading Footage, indexing or caching the content on the Website.
The Footage and any derivative work incorporating the Footage, may not, in whole or in part, be used, sold, sublicensed, reproduced, distributed, displayed, incorporated into or otherwise made available as templates, stock elements, effects imagery elements or downloadable files. You may not post any Footage on any electronic bulletin board, put it on-line in a downloadable form or otherwise make it available to any other person via FTP, IRC, peer-to-peer file sharing services, digital asset management system or the like. The Footage and any derivative work containing the Footage may not, in whole or in part, be included in any other media or stock product, library, collection, or set of clips for distribution, sublicense or resale. These restrictions apply even if the Footage has been significantly altered.
Third Party Use
You agree to take all reasonable steps to prevent any third party from duplicating or distributing any of the Footage included in your finished work. You may not resell, redistribute or transfer the Footage or any portion of the Footage except as specifically provided herein.
Except as specifically provided in this License, you may not sell, rent, load, give, sublicense, or otherwise transfer to anyone, the Footage or the right to use the Footage. In addition, the work you produce with the Footage must be used for yourself, your direct employer, client, or customer, who must be the end user of your work. You agree to take all commercially responsible steps to prevent third parties from duplicating or making unauthorized use of any Footage.
Upon notice from Discover Footage or if you learn that any Footage is subject to a threatened or actual claim of infringement, violation of another right, or any other claim for which Discover Footage may be liable, or if Discover Footage removes any Footage for any reason, you will remove the Footage from your computer systems and storage devices (electronic or physical) and, if possible, cease any future use of the removed Footage at your own expense and promptly notify Discover Footage of any such claim (if such notice did not come from Discover Footage). Discover Footage shall provide you with comparable Footage (which comparability will be determined by Discover Footage in its reasonable judgment) free of charge, but subject to the other terms and conditions of this License.
FOOTAGE WITH MODEL RELEASES AND/OR LOCATION RELEASES WILL BE MARKED ACCORDINGLY ON THE WEBSITE. DISCOVER FOOTAGE DOES NOT OTHERWISE PROVIDE ANY TRADEMARK OR COPYRIGHT CLEARANCES OR MODEL OR LOCATION RELEASES WITH RESPECT TO THE FOOTAGE AND GRANTS NO RIGHTS AND MAKES NO WARRANTIES, OTHER THAN THOSE SPECIFICALLY SET FORTH HEREIN, WITH REGARD TO THE USE OF NAMES, PEOPLE, TRADEMARKS, TRADE DRESS OR COPYRIGHTED DESIGNS OR WORKS OF ART OR ARCHITECTURE DEPICTED IN ANY FOOTAGE. YOU SHALL BE SOLELY RESPONSIBLE FOR DETERMINING WHETHER ANY CLEARANCES OR RELEASES ARE REQUIRED IN CONNECTION WITH ANY PROPOSED USE OF THE FOOTAGE. YOU ACKNOWLEDGE THAT SOME JURISDICTIONS PREVENT THE USE OF A PERSON'S IMAGE, LIKENESS OR PROPERTY FOR COMMERCIAL PURPOSES WITHOUT THEIR WRITTEN CONSENT.
Representations and Warranties
Discover Footage warrants and represents that unaltered Footage downloaded and used in full compliance with this License and applicable law will not infringe any copyright, trademark or other intellectual property right, nor will such unaltered Footage violate any third parties' rights of privacy or publicity. While Discover Footage makes commercially reasonable efforts to ensure the accuracy of Footage keywords and descriptions, as well as the integrity of Discover Footage’s Editorial Footage, Discover Footage makes no warranties or representations regarding such keywords or descriptions.
DISCOVER FOOTAGE MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER AS TO THE LEGALITY OR VALIDITY OF ANY RELEASE ASSOCIATED WITH ANY FOOTAGE EXCEPT AS PROVIDED ABOVE. THE FOOTAGE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.
EXCEPT AS OTHERWISE SPECIFICALLY SET FORTH IN THIS LICENSE, DISCOVER FOOTAGE GRANTS NO RIGHTS AND MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE USE OF ANY NAMES, TRADEMARKS, LOGOTYPES, LIKENESSES, COPYRIGHTED DESIGNS OR WORKS OF ART OR ARCHITECTURE DEPICTED OR OTHERWISE INCORPORATED IN ANY FOOTAGE. IT IS YOUR RESPONSIBILITY TO ASSURE THAT ALL NECESSARY RIGHTS, CONSENTS, OR PERMISSIONS AS MAY BE REQUIRED FOR YOUR USE OF ANY FOOTAGE ARE OBTAINED. YOU UNDERSTAND THAT YOU SHOULD SEEK COMPETENT COUNSEL BEFORE USING ANY FOOTAGE FOR ANY COMMERCIAL PURPOSES.
You agree to indemnify and hold Discover Footage, its officers, employees, shareholders, directors and suppliers harmless against any damages or liability of any kind arising from any use of the Footage other than the uses expressly permitted by this License. You further agree to indemnify Discover Footage for all costs and expenses that Discover Footage incurs in the event that you breach any of the terms of this License.
Subject to the terms hereof, and provided that you have not breached the terms of this License, Discover Footage shall defend, indemnify and hold you harmless from direct damages attributable to Discover Footage's breach of its representations and warranties hereunder, together with the expenses (including reasonable attorneys' fees), arising out of or directly connected to any actual lawsuit, claim, or legal proceeding alleging that the possession, distribution, or use of Footage downloaded and used by you pursuant to this License violate Discover Footage's warranties contained herein. This indemnification is conditional upon you notifying Discover Footage, in writing, of any such claim or threatened claim, no later than five (5) business days from the date you know or reasonably should have known of the claim or threatened claim. Discover Footage shall have the right to assume the handling, settlement or defense of any claim or litigation to which this indemnification applies.
LIMITATION OF LIABILITY
EXCEPT AS SPECIFICALLY PROVIDED HEREIN, IN NO EVENT SHALL DISCOVER FOOTAGE TOTAL AGGREGATE LIABILITY TO YOU, OR TO ANY THIRD PARTY CLAIMING THROUGH YOU, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE DISCOVER FOOTAGE WEBSITES AND/OR FOOTAGE CONTAINED THEREON (WHETHER IN CONTRACT, TORT OR OTHERWISE) EXCEED THE MONETARY AMOUNT ACTUALLY RECEIVED BY DISCOVER FOOTAGE FROM YOU FOR YOUR USE OF THE APPLICABLE FOOTAGE.
NEITHER DISCOVER FOOTAGE NOR ANY OF ITS OFFICERS, EMPLOYEES MANAGERS, MEMBERS, SHAREHOLDERS, DIRECTORS OR SUPPLIERS SHALL BE LIABLE TO YOU OR TO ANY OTHER PERSON OR ENTITY FOR ANY GENERAL, PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES, OR LOST PROFITS OR ANY OTHER DAMAGES, COSTS OR LOSSES ARISING OUT OF YOUR USE OF THE FOOTAGE, DISCOVER FOOTAGE'S BREACH OF THIS LICENSE, OR OTHERWISE, UNLESS EXPRESSLY PROVIDED FOR HEREIN, EVEN IF DISCOVER FOOTAGE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES.
IN NO EVENT, SHALL DISCOVER FOOTAGE’S TOTAL AGGREGATE LIABILITY TO YOU, OR TO ANY THIRD PARTY CLAIMING THROUGH YOU, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE DISCOVER FOOTAGE WEBSITES AND/OR FOOTAGE CONTAINED THEREON (WHETHER IN CONTRACT, TORT OR OTHERWISE) EXCEED THE LIMITS OF LIABILITY.
IN THE EVENT THAT YOU BREACH ANY OF THE TERMS OF THIS OR ANY OTHER LICENSE WITH DISCOVER FOOTAGE, DISCOVER FOOTAGE SHALL HAVE THE RIGHT TO TERMINATE YOUR ACCOUNT AND THIS LICENSE WITHOUT FURTHER NOTICE. SUCH TERMINATION SHALL BE IN ADDITION TO ANY OTHER RIGHTS AT LAW. YOUR RIGHTS UNDER THIS LICENSE 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 LICENSE FOR ANY REASON, YOU SHALL IMMEDIATELY CEASE ALL USE OF THE FOOTAGE IN ANY FORM AND IMMEDIATELY RETURN OR DESTROY ALL COPIES OF FOOTAGE IN YOUR POSSESSION OR CONTROL.
The validity, interpretation and enforcement of this License and related matters shall be governed by the laws of the Province of Ontario and the laws of Canada applicable therein. Any legal action or proceeding concerning this License or related matters shall be brought exclusively in the courts of the Province of Ontario, Canada. The invalidity or unenforceability of any part of this License shall not affect the validity or enforceability of the balance hereof. If you are entering into this License on behalf of your employer or other entity, you warrant and represent that you have the full right and authority to do so. In the event that you do not have such authority, you agree that you will be personally liable to Discover Footage for any breaches of this License. Any provisions in this License that by their sense and context are intended to survive the termination of this License shall survive such termination.
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