Royalty-Free License Agreement

THIS LICENSE AGREEMENT IS A LEGAL AND BINDING AGREEMENT (“AGREEMENT”) BETWEEN YOU THE USER (“LICENSEE”) AND RP Stock LLC. THIS LICENSE AGREEMENT APPLIES TO LICENSES ISSUED VIA THE WEB. THE TERM LICENSEE INCLUDES THE CLIENT IF THE AGENT IS ACTING ON BEHALF OF THE CLIENT AND PROVIDED BOTH AGENT AND CLIENT ARE JOINTLY AND SEVERALLY LIABLE TO RP Stock LLC UNDER THE AGREEMENT.

License

Subject to the terms of this License Agreement, RP Stock LLC. (“RP”) grants Licensee a perpetual, worldwide, non-transferable, non-exclusive right to reproduce, transmit and display, in whole or in part, RP’S Royalty Free Video(s) (downloaded) an unlimited number of times, in any and all media for the Permitted Uses described below. All other rights to the Video(s), software and accompanying materials (if applicable), including without limitation, copyright and all other rights, are retained by RP. All rights not specifically granted are retained by RP.

 Permitted Uses

  • Any digital media, including advertising and promotional materials, editorial publications and consumer merchandise;
  • Any Internet, online or web-based media
  • Broadcast and Theatrical exhibitions;
  • Products intended for resale; provided these products are not intended to allow the re-distribution or re-use of the Video(s);and
  • Additional uses approved in writing by RP.

Licensee may alter, crop, modify or adapt the Images in connection with the above permitted uses. Licensee may make a back-up copy of the Video(s) for internal back-up purposes provided RP’S copyright and any image identifying information embedded with the digital file is retained with the file. Limited, temporary transfers of the Images are permitted to third parties integral to the creation of the final product, provided such third parties agree to abide by the terms of this Agreement.

Number of Users

Licensee may store the Video(s) on a server or network configuration to be viewed by Licensee or its clients provided that no more than 10 persons can access the Video(s).

Restrictions on Use

Except as provided herein, Licensee may not

  • Sublicense, sell, assign, convey or transfer any of its rights under this Agreement. However, Licensee may not include the Images in an electronic template intended to be used by third parties on electronic or printed products, where the purpose is to create multiple impressions, including but not limited to: website designs, presentation templates, electronic          greeting cards, business cards, or any other electronic or printed matter without obtaining a license for such purpose;
  • Sell, license or distribute its final product in such a way that permits Licensee’s end users to extract or access the Video(s) as a stand-alone file.
  • Incorporate the Images or Video(s) into a logo, trademark or service mark.
  • Distribute, post or upload the Video(s) online in a downloadable format or enable it to be distributed via mobile telephone devices.
  • Use any Video in a pornographic, defamatory, libelous or otherwise illegal manner, whether directly or in context or juxtaposition with other materials.
  • Use any of the Video(s) in any manner prohibited by any export laws, restrictions or regulations.

Product Endorsement or Sensitive Use Disclaimer

If any Video(s) featuring a model is used in a manner that would lead a reasonable person to believe that the model personally uses or endorses a product or service, or if the depiction of the model is used in connection with a subject that would be unflattering, embarrassing or unduly controversial to a reasonable person, Licensee must accompany each such use with a conspicuous statement that indicates that the person is a model and the Video(s) is being used for illustrative purposes only. These requirements are without prejudice to the obligations of RP regarding use of the Images contained elsewhere throughout this Agreement.

Releases

Model releases are available on Video(s) containing models upon request. Names are removed to protect the privacy of the model, Other than model releases for recognizable persons, RP grants no rights and makes no warranties with regard to the use of names, trademarks, trade dress, registered, unregistered or copyrighted designs or works of art or architecture depicted in any Video, and Licensee must satisfy itself that all the necessary rights or consents regarding any of the above, as may be required for reproduction, have been obtained.

Indemnity

Licensee agrees to defend, indemnify and hold RP and its 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 Video(s) outside the scope of this Agreement or any other breach by Licensee of this Agreement.

Cancellation Policy for Royalty-Free Videos:

All licenses are final; no refunds or credits will be allowed. The downloading of the Videos is considered to be the complete fulfillment of RP’S obligations.

Copyright Infringement and Liquidated Damages

In the event that the licensee utilizes any Video without or prior to the granting of a license, RP reserves the right to seek damages through legal channels unless the licensee agrees to reimburse RP, as liquidated damages, a sum equal to five (5) times the market value price charged for such use of a Royalty-Free image or video.

If the licensee fails to make the payment as outlined above, within five (5) days of RP’S invoicing such fee, this liquidated damage provision shall be void and RP reserves the right to sue for copyright infringement, including attorneys’ fees and all associated costs.

Termination

The license contained in this Agreement will terminate automatically without notice from RP if Licensee fails to comply with any provision of this Agreement. Upon termination, Licensee must immediately (i) stop using the Image(s), (ii) destroy or, upon the request of RP, return the Images to RP, and (iii) delete or remove the Images from Licensee’s premises, computer systems and storage (electronic or physical).

Revocation

Licensor reserves the right to revoke the license to use any Video(s) for good cause and elect to replace such Image or Video with an alternative Image or Video. Upon notice of any revocation of a license for any Video(s), Licensee shall immediately cease using such Video(s), shall take all reasonable steps to discontinue use of the replaced Video(s) in products that already exist and shall inform all end-users and clients of same.

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.

Choice of Law/Attorney’s fees

If RP is obligated to go to court to enforce any of its rights, the Licensee agrees to reimburse RP for its legal fees and disbursements if RP is successful.

Entire Contract

This contract 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.