eFootage - Content License

Content License Updated February 1, 2017
(Please check Privacy Policy & Terms of Use for their dates)

You are required to accept the eFootage Agreement in full (including this Content License, order form and invoice details, our Privacy Policy and our web site Terms of Use) before being allowed to license any Content from eFootage. A license to use our content is also subject to the successful submission, payment, and fulfillment of your order.

We encourage you to print a copy for your records.


BASIC LICENSE CONCEPTS
Read Complete Content License Below for Full Terms
 
Standard (Non-Advertising) Use:
(can be ordered via web site)
For a specific project only, use is in perpetuity, world-wide, all media now known or hereafter devised, all subject to the terms of this Agreement, and any restrictions listed on your invoice. Your Project (as defined below) may include updates, repeats, and re-airs. License does not cover multiple or different episodes of a series unless the appropriate licensing fees are paid and authorized in Your Invoice. This License also covers in-context promotions and for use in promos released to and created by affiliates, partners, and Your Project licensees.
Advertising Use:
(ordered from account rep.)
Typically licensed: (1) on an annual basis, (2) for a specific city, state, region, country, or continent, and (3) for a specific platform or format (ie: television, video game, or Internet use).

Surcharges will apply in comparison to non-advertising use. Please see the Rates page for guidelines. All use and rights subject to the terms of this Agreement and your invoice.
Product/Service Use:
(ordered from account rep.)
Use in ringtones, screen savers, video backgrounds, offered as stock footage, as downloadable files, in video collections, or online in clips in which the primary purpose is to display the Content requires special written approval by eFootage.


YOUR AGREEMENT WITH EFOOTAGE

This content license contract (the "Content License"), as well as the eFootage Terms of Use, Privacy Policy, and any accepted completed order form referenced herein (collectively the "Agreement") is a legal agreement between the licensee as specified by You on eFootage's Content order form for the applicable order ("Licensee", "You", or "Your") and eFootage ("eFootage") and governs the terms and conditions by which Licensee obtains the right to download, obtain and/or use video files and other content or material ("Content") from eFootage. If You do not agree with this Agreement or any of its components please cease use of our website and do not continue with any license of Content.

Content provided by eFootage is not sold but instead, licensed. eFootage provides clients with the rights to use our footage in a specific production, including for updates, repeats, and re-airs of that production. For non-advertising projects that are television programs or motion pictures, the License also includes in-context promotions and for promos released to and created by affiliates, partners, and Your Project licensees. Certain uses, in particular in advertising uses (other than for in-context promotion as granted above) and for use in multiple episodes of a series and in a reoccurring series title sequence, require the payment of additional fees. Additional usage in excess of those granted herein may be available if agreed to in writing between eFootage and Licensee, and will be billed according to eFootage's current rates. The licensed Content may not be sold, rented or re-used in any production other than that specified in the Agreement. Additional rights may be available after the Content License has been issued.

  1. ADDITIONAL DEFINITIONS

    1. "Content" means all clips, film, footage, images, video or other audio visual material recording in any format that is owned, controlled, and/or offered by eFootage and is available for license.

    2. "Invoice" means the invoice generated by the eFootage web site and/or by eFootage personnel that lists the individual clip(s) You agree to license as well as the various rights licensed by You associated with such clip usage, and additionally the method of distribution of said material to You.

    3. "Project" means the final work or any internal or external release product that is created by or on behalf of Licensee using the Content as authorized by this Agreement.

  2. ACCEPTANCE AND AUTHORITY

    You represent and warrant that you have the rights, power and authority necessary to enter into this Agreement, accept responsibility of same, and to accept and grant rights provided herein, all on Your behalf and/or the entity listed under the Invoice. You accept this Agreement on Your own behalf, and on behalf of Your company, institution or employer, if said entity is a beneficiary of this Content License, and agree to be bound by its terms. If You are accepting this Agreement on behalf of Your company, institution or employer, You represent and warrant that You have full legal authority to bind Your company, institution or employer, and you agree to be bound by this Agreement both on your behalf and on behalf of your company, institution or employer You represent and warrant that you are soliciting and ordering with the ability to use the Content for a legitimate use and not for any purpose or in any way that one might reasonably believe might be contrary to the interests of eFootage. You represent that You have not been temporarily, indefinitely, or permanently suspended or banned from using any of our sites, services, content, or tools, and to the best of Your knowledge, neither has any of Your affiliated parties or entities. You represent that you are at least eighteen (18) years of age and of legal age to form a binding contract and are not a person barred from receiving services under the laws of the United States or other applicable jurisdiction. If You do not have sufficient authority or You do not accept and agree with these terms or you do not fully understand these terms, do not accept this Agreement. If You do not accept this Agreement, You will not be able to download the Content.

  3. LICENSE EXECUTION

    By submitting an order request through eFootage, you make an offer to license said Content from us in accordance with this Agreement. If eFootage accepts your offer, your payment request will be processed and if successful, your order shall be deemed a part of this Agreement, and Content supplied. If eFootage does not accept your offer due to any error in the system order process or for any reason, your payment will not be processed, or if it has been processed, shall be refunded.

    All other rights in and to the Content, including without limitation all copyright, rights of publicity and other intellectual rights in or relating to the Content are retained by eFootage and/or by an affiliate or partner of eFootage.

    Any use of eFootage content that is not expressly provided for by this Agreement is not allowed, though special licensing to obtain additional rights in some cases may be available from eFootage, and if so, payment of an additional fee may be required.

  4. GRANT OF LICENSE

    1. General: All licenses granted by eFootage are conditioned upon (i) Licensee's full compliance with the terms of this Agreement, (ii) eFootage's acceptance and fulfillment of Licensee's request for a License for the Content, and (iii) eFootage's receipt of full payment due eFootage from Licensee within thirty (30) days of written notice to Licensee that payment is due (typically paid immediately after order is placed online).

    2. Rights-Managed Content: Subject to the terms of this Agreement, eFootage grants You a non-exclusive, non-transferrable, and non-sublicensable right and license to use, display, crop, and publish the rights-managed Content identified on the Invoice in the Project solely pursuant to the Distribution, Term, Territory, Use, and other rights and restrictions specified in the Invoice and this Agreement.

    3. Content Users: This license granted for the Content pursuant to this Agreement is non-sublicensable (except as provided herein) and non-assignable unless otherwise specified in the Invoice or as permitted herein. Licensee may license and/or transfer ownership of the final Project in connection with the distribution or related exploitation of the final Project as may be necessary to effectuate the intended use of the Content set forth in the Project including any rights of exhibition, distribution and promotion granted to Licensee herein (for example to a broadcast or streaming network or other financing and/or distribution entity), however, such right does not extend to distribution or transfer of the rights to the Content outside of the Project. Any licensee or transferee of the Project shall be bound by the terms of this Agreement as a Licensee and said transferee, along with original Licensee, shall be jointly and severally liable to eFootage for any breach of the terms of this Agreement, Licensee's license, or of transfer of the Project, and shall fully indemnify eFootage pursuant to the terms of this Agreement.

  5. LICENSE BASICS

    As long as You have paid for a license of specific Content and are not otherwise in breach of this Agreement, said Content may be incorporated into a single derivative work Project such as a film feature, film short, video, broadcast offering, multimedia work, live performance, Internet web site, presentation or print work, provided that if such derivative work is of an advertising nature, that You have purchased in advance an advertising license, and paid applicable advertising rates, which are above eFootage's rates for other users. Content furnished by eFootage is non-exclusive and is authorized for use only as specified in your purchase order and permitted in our license Agreement. This footage may not, in whole or part, be sold, rented, licensed, loaned, re-used or re-cut by another person, company, entity, or into any other production, except as may be necessary for Your affiliates, partners, Project licensees and assigns to create promotional clips for the Project as authorized herein.

    You agree to take all commercially reasonable steps to discourage any unauthorized third party from duplicating or distributing any of the Content included in your Projects.

    eFootage does not grant any right or license to any trademark, service mark, or logo. You agree that you are responsible for your own conduct and any material that you create using Content from eFootage and for any consequences thereof. You agree to use eFootage Content only for purposes that are legal, proper and in accordance with this Agreement.

  6. OWNERSHIP

    All right, title and interest in the Content, including any updates or revisions thereto, is and shall remain the exclusive property of eFootage, 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. All rights of any kind in the Content which are not expressly granted in this Agreement are entirely and exclusively reserved to and by eFootage, its licensors and their successors and assigns.

  7. FEES AND SERVICES

    The License Fee charged for Content depends on Your particular use as specified on your Invoice. Some Content is charged 'by the clip' (single continuous scene) or by the second as specified and noted on the eFootage web site and Your Invoice. For per second billed Content, minimums may apply as specified on Your Invoice.

    Unless otherwise stated, all license fees for eFootage Content are quoted in U.S. Dollars. You are responsible for paying all fees and applicable taxes associated with our sites and services in a timely manner with a valid payment method. All license fees are exclusive of any applicable sales, use, value added taxes, customs expenses and duties, and withholding or other transactional taxes or fees, which are the sole responsibility of Licensee.

    Content prices are subject to change and prices specified on the Invoice may change for future licenses of the same or similar content.

    YOU HAVE NO OBLIGATION TO USE THE CONTENT. HOWEVER, LICENSE FEES CANNOT BE REFUNDED OR CREDITED, EVEN IF THE CONTENT IS NOT USED.

    It shall be deemed to be a material breach if your payment method fails or your account is past due or there is a credit card charge back on the payment. eFootage reserves the right to charge interest at the rate of the lesser of one and a half percent (1.5%) per month or the maximum allowed by law. eFootage may also retain collection agencies and/or outside legal counsel to pursue overdue accounts. In such instances of non-payment, besides eFootage's other remedies, eFootage may collect fees owed using other collection mechanisms, and eFootage shall have the right to revoke the License, provided eFootage has provided eFootage with written notice delivered in person or by trackable delivery (such as by Fedex, certified mail, or similar) of such material breach and amount due, and Licensee then has not fully paid outstanding billings, fees, and expenses within thirty (30) days of such notice by eFootage. If eFootage revokes the License due to such uncured non-payment, You must cease using the Content immediately.

    If Licensee requests any custom services from eFootage, Licensee agrees to pay eFootage library research and screening fees at eFootage's then current rates.

    Additional fees apply to Content delivered on physical media such as tape, film, DVD, hard drive and USB sticks.

  8. PERMITTED USES

    Subject to prohibited uses specified in this Agreement, inclusion in the following are permitted uses of the Content:

    1. films, videos, broadcast and theatrical presentations, including uses for in-context promotions thereof;
    2. digital productions including web pages and Internet broadcasts;
    3. non-profit, educational, and internal corporate videos;
    4. advertising purposes, provided that advertising rights have been granted by eFootage and associated use fees paid by Licensee;
    5. any other use approved in advance, in writing by eFootage.

    You shall not use the Content in multiple projects, nor in multiple episodes of a series, without purchasing additional license rights from eFootage.

  9. LICENSE RESTRICTIONS

    Any sound, speech, audio or music that is included as part of or embedded in the Licensed Content as provided by eFootage is ambient sound only and may require additional clearances, which may or may not be available. The Content License includes use of embedded sound, speech, audio or music, not otherwise excluded in this Agreement (ie: in-studio reporter use, etc.), however, notwithstanding anything else in this Agreement, eFootage warranties of copyright do not apply to third party-owned elements in the audio portions of the Content. eFootage makes no claims to have checked audio material in clips against copyrights, songs, lyrics, melodies, or words that might be subject to third party rights.

    For Content that is composed of or related to news coverage, any portion that contains in-studio reporter footage is not available for use, nor is audio from voice overs from reporters or studio anchors. These elements, when now present, are made available for reference purposes only.

    eFootage does not grant any right or license to use the name or likeness of any individual appearing in the Content in connection with or as an expressed or implied endorsement or disparagement of any product or service. Without eFootage's prior written consent:

    1. You may not use the title, subtitle, metadata or associated keywords of any Licensed Content as the title of an item that incorporates the Content.
    2. As some Licensed Content may contain clear references to eFootage's partners or suppliers (for example, by inclusion of a news company watermark or logo), in no case, may you publicly identify (other than by retaining such reference), promote or imply the endorsement of such partner or supplier in any work that contains the Licensed Content. Such partner or supplier may be identified by existing reference only (and not called out) in the Project, and no such reference should be used outside the Project such as in marketing materials for the Project. Licensee is permitted though not required to remove such reference by cropping, overlays, or other digital means.
    3. You may not recreate an already existing copyright protected work by making use of the Content, not even if both the original work and the recreation are based on the same Content.
    4. You may not release any work into the public domain or claim public domain status on created work containing Content from eFootage.
    5. The Licensed Content may not, in whole or in part or as part of any derivative work thereof, be used, sold, licensed, reproduced, distributed, displayed, included in or made available in any form as or in (a) stock footage, stock elements or effects imagery elements, (b) a library or collection offering or set of clips for distribution or sale, (c) screen savers, (d) video ringtones, (e) stand-alone backgrounds, (e) downloadable files other than as part of the Project and promotion thereof, (f) any other media stock product, (g) any manner that would encourage or easily permit third parties to download or access the Content as a standalone file.
    6. If eFootage Content is used in any Project that will be reproduced, sold, distributed, given away, or uploaded to Internet broadcast sites such as Netflix, Amazon, HBO Go, YouTube, Vimeo or Facebook, the Content may not comprise more than twenty-five percent (25%) of the length of Your provided material, even if the Content has been significantly altered, had filters applied to it, or is layered with overlays, nor may the primary value of the Project come from the Content. Notwithstanding the foregoing, where promotional clips of Your Project are concerned, the Content may comprise no more than 50% of the duration of any one promotional clip promoting the Project.
    7. You may not falsely represent that you are the original creator of a work that is made up largely of the licensed Content.
    8. Unless you purchase a custom license, you may not use Content in digital templates intended for distribution (ie: web site or smart device application templates or electronic greeting card templates)
    9. Unless you purchase a custom license, you may not use Content in connection with merchandise and individually customized made-to-order products (ie: products or services in which a third party customizes an item on a made-to order basis, such as for a screensavers, ringtones, wallpapers or similar items, and including but not limited to use on sites such as cafepress.com or zazzle.com). This restriction is not intended to place restrictions on on-demand Internet broadcast sites as described above.

  10. DEFAMATORY, CONTROVERSIAL OR ILLEGAL USE

    It is neither the intent nor interest of eFootage to License Content for illegal use, to hate groups, or to fringe elements of society, and eFootage reserves the right to withdraw the License for any such use, actually conducted or apparently planned, as solely determined by eFootage.

    The Content may not be knowingly used (or used in a manner You or and of Your employees or affiliates suspect others might determine it is being used) in any way or in conjunction with or as any part of material in any manner that might be considered to violate any criminal or civil laws or community standards in effect in California, or in any other locales (including city, state, or foreign country) for which the Project containing the Content is offered, distributed, sold, or broadcast, including but not limited to use in the categories of fraudulent, hateful, infringing, libelous, obscene, pornographic, immoral, or slanderous use; nor shall the Content be used in a way intended to violate the rights or sensibilities of a group of people, minority or majority, located within such locales.

    Laws and community standards of other locales vary greatly. For example, Germany's "Stafgesetzbuch" penal code prohibits a variety of activities, including insulting representatives of foreign states, denying genocide, and glorifying the reign of the Nazis (https://en.wikipedia.org/wiki/Strafgesetzbuch).

    The Content may not be used in any way which may promote a terrorist organization or incite a criminal offense.

    You agree not to knowingly use, copy, imitate, or incorporate any logo, trademark, service mark, corporate ID, trade dress, company name, or product name in any way likely to cause confusion among consumers, and to take commercially reasonable steps to prevent any such use from occurring.

    eFootage recommends sensitivity and caution with use of the Content in any Project that addresses potentially sensitive issues including, but not limited to: sex; reproductive rights; physical and mental challenges or disabilities; HIV/AIDS, cancer, or other diseases or illnesses; substance abuse; mental illness; gay, lesbian, or alternative identities or lifestyles; domestic violence; minority or race rights or relations; politics; and/or religion.

    You agree to accept all civil and criminal legal liability and responsibility for use of Content which might in any way defame, disparage, malign, slander, libel, vilify, or violate the honor or privacy rights of the persons, property, companies, countries, races, customs, cultures, minorities, religions, governments, military, or police.

    The Content may not be used in any way that is likely to bring eFootage or its affiliates, associates or suppliers into public disrespect, ridicule, scandal, legal threat, or in any manner that would detract from the public image or harm the reputation of same.

  11. CLEARANCES AND RELEASES

    Except by specific notice given to You by eFootage, eFootage does not provide model or property releases with respect to the Content, and grants no rights and makes no warranties in regards to names, places, people, groups, associations, organized sports, organizations, institutions, property of any kind, trademarks, copyrights, art, architectural, or other design rights depicted in any Content. Depictions in the Content may be subject to copyrights, trademarks, rights of publicity, moral rights, or other rights. Particularly in regards to trademark rights, specific organizations may hold unusual rights due to acts of Congress or case law.

    You acknowledge that some jurisdictions provide legal protection against the use of a person's name, image, voice, likeness, trademarks or property for commercial purposes without their written consent and for content that contains or depicts a recognizable name, voice, person, trademark, trade dress, logo, copyrighted audio, design, art, architecture or other works. Editorial use including in documentaries, educational content, news and parodies may qualify as fair use and thus legal under the U.S. Copyright Act and other applicable legislation, though eFootage can provide no assurance whatsoever that your use will qualify for fair use or that such use that may qualify as fair use will protect you from legal claims from others for which You assume the sole risk.

    You are solely responsible for determining whether or not any clearances or releases are necessary for your intended use of the Content, and for acquiring same. No employee or representative of eFootage is authorized to make, and thus you shall not rely on, any representation or warranty not specified in this Agreement.

  12. CONTENT SECURITY

    You agree to limit access to the Content to those having a bona fide need to facilitate the development of your Project, and to at all times maintain commercially reasonable security policies to prevent any employees, associates, or any third parties without specific need to access the Content for your Project development from accessing the Content. If Content is licensed by You for digital distribution, You shall use commercially reasonable, good faith efforts to protect and secure the Content to deter its unauthorized capture or duplication, that it remains as part of Your project and is not easily extracted as a stand-alone piece, and that it cannot be searched for and/or downloaded in broadcast or other high quality resolution by an average member of the general public.

  13. NO THIRD PARTY BENEFICIARIES

    You agree that, except as otherwise expressly provided in the Agreement, there shall be no third party beneficiaries to the Agreement.

  14. CREDITS

    Licensee, whenever possible, and unless eFootage requests in writing that no credit be given, shall include eFootage in the Project's credits if and whereever attribution credits are provided to third party content sources. Said attribution credit should be at least equal (including in comparable size and placement) in all respects to that given to other third party comparable services and shall be substantially in the following form (or better): "eFootage.com" (preferred), "eFootage", "Stock video provided by eFootage", or "Stock video courtesy of eFootage. If the Content is used in an editorial context that is posted online in an instance in which the Content consists of more than 50% of the posting, in cases in which the posting is not used in promotion for a larger project, in addition to the credit, as applicable, or as part of it You should include within or along with your posting a hyperlink back to www.eFootage.com if you normally provide such links to other content providers.

    In addition to the above, credits are mandatory, unless otherwise approved in writing by eFootage, for any derivative work of longer than 20 minutes in which the Content in total provided by eFootage exceeds either (a) ten (10) minutes of the length of the derivative work or (b) ten percent (10%) of the total length of the production. Notwithstanding the foregoing, no credits shall be required when the Content is used in promotional clips for the Project.

    Licensee shall use commercially reasonable efforts to provide proper credits in any releases and re-releases of a Project, with the understanding, however, that credit policies of Licensee's distribution and/or network partners may not be easily compatible with these requirements, and as such, failure to provide credits shall not be construed as a material breach and shall not entitle eFootage to rights to recall Content in the Project.

  15. RELEASE

    You expressly waive the provisions of California Civil Code Section 1542 (and any similar laws in other jurisdictions), which provides: "A general release does not extend to claims which the creditor does not know 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."

  16. MATERIAL BREACHES

    If you materially breach this Agreement in eFootage's sole but reasonable determination, eFootage, at its option, one or more of the following, and in no particular order: (1) may allow Licensee the opportunity to cure a breach, and/or (2) may allow Licensee to indemnify eFootage or to take other action required by eFootage in lieu of a withdrawal, and/or (3) may withdraw from this Content License in cases of non-payment not timely cured after noticed as provided for in this Agreement, in which case agree to remove the Content, whether in physical or electronic form, from your premises and systems, and when possible to destroy same or return it to eFootage, and to the extent possible shall cease use and cause others to cease any continued use of said Content incorporated into Your Project at your expense. Additionally, You agree to forward a copy of any threatened, potential, or actual claim of infringement, violation of other right, or for any other claim for which eFootage may be liable within fifteen (15) days of receipt or discovery, whichever occurs first.

    Notwithstanding anything to the contrary contained in this Agreement, once the payment and reimbursement of all fees and costs as applicable due eFootage has been paid by You to eFootage, eFootage hereby acknowledges and agrees that eFootage shall not be entitled to seek any injunctive or equitable relief in connection with any breach or alleged breach of this Agreement as it relates to the Project for which the Content has been Licensed in any way, and waives any right to enjoin or restrain the production, marketing, distribution, exhibition, or exploitation of the Project.

  17. CONTENT SUBSTITUTION

    If You learn that Content is subject to a threatened or actual third party claim of infringement, violation of another right, or any other claim for which eFootage or any of our affiliates or suppliers may be liable, regardless of whether in regards to the Content or combination of the Content with other material or of Your Project in general, you will promptly notify eFootage and provide a copy of such claim, threat, and any related material (within fifteen (15) days of receipt, discovery, or identification, whichever occurs first, when commercially reasonable but in no cases longer than thirty (30) days). If eFootage or You determine that a threatened or actual claim raises an inappropriate legal risk, eFootage, without charge, to the best of its ability, and as available, will provide You with substitute Content from eFootage's holdings that eFootage determines in good faith is comparable, subject to the other terms and conditions of this Agreement. If at the time of such threatened or actual claim(s), you have already included the Content in any Project, You have paid a license fee for use of that Content in those Projects, and am not otherwise in material breach of this Agreement, it is agreed that You will not be required by eFootage to remove the Content from such Projects.

  18. INDEMNIFICATION

    1. Licensee's Indemnification Obligations

      You agree to defend, hold harmless and indemnify eFootage, its affiliates, licensors, and supplies, and each of their respective officers, directors, agents, subsidiaries, affiliates, employees, advertisers, licensors, partners, successors and assigns from and against all losses, damages (actual and consequential), claims of every kind and nature (including without limitation third party claims), lawsuits, litigation, demands, judgments, costs, liabilities and expenses (including reasonable outside attorney's fees and permitted and authorized costs) of every kind and nature arising from or in any way related to: (1) Your breach of any terms, restrictions, conditions or warranties in this Agreement (including but not limited to those specified on Your customer Invoice; (2) Your use, modification, alternation, or edit of any Content or the combination of any Content with other material, music, video, or text; (3) Your failure to secure any required or necessary releases or clearances or other permissions for Your use of the Content; (4) Except as set forth herein regarding eFootage's limited warranties, any violation of any intellectual property right or violation of any right of privacy or publicity; (5) Negligent acts or omissions or wilful misconduct, violation of any law or the rights of a third party by You or any of Your employees, officers, agents, affiliates, contractors, principals, or users; (6) Your lack of written notification to eFootage of any claim within thirty (30) days of its discovery, for which eFootage might otherwise by liable.

    2. eFootage's Indemnification Obligations

      Provided that your use of the Content is in accordance with, and subject to the limitations as provided in this Agreement, eFootage shall defend, indemnify and hold You harmless from all damages (excluding punitive damages), liabilities and expenses, arising out of or related to eFootage's breach of the warranties to You herein. Notwithstanding the foregoing eFootage shall have no obligation under this section unless You provide eFootage with written notice within thirty (30) days of the earlier of your discovery or receipt of notice of any claim subject to this indemnity and the right to defend or control the defense of such claim and You provide eFootage the right and ability to control the defense, handling and settlement (provided settlement does not in itself add restrictions to a Project already distributed) of such claim and you cooperate in the defense of such claim, and eFootage shall not, in any case, have any obligation in respect to any claims covered under the immediately preceding section covering Licensee's indemnification obligations.

    3. Defense

      At the indemnifying party's option, indemnifying party may assume the handling, settlement or defense of any claim or litigation, in which even the indemnified party shall cooperate in the defense of such claim or litigation. The indemnified party shall have the right to participate in such litigation, at its expense, through counsel selected by the indemnified party. The indemnifying party will not be liable for legal fees and other costs incurred prior to the other party giving notice of the claim for which indemnity is sought.

  19. LIMITED WARRANTY

    EFOOTAGE WARRANTS THAT (A) IT HOLDS ALL NECESSARY RIGHTS AND AUTHORITY TO ENTER INTO AND PERFORM UNDER THIS AGREEMENT, INCLUDING THE RIGHT TO EXPLOIT THE CONTENT AS PROVIDED IN THIS AGREEMENT AND THAT USE AS PROVIDED WILL NOT INFRINGE ON ANY COPYRIGHTS OF THE CONTENT OWNER OR CREATOR, AND (B) THAT SUBJECT TO THIS AGREEMENT AND ITS LIMITATIONS AND DISCLAIMERS HEREIN, INCLUDING YOUR POSSIBLE NEED TO OBTAIN RIGHTS AND CLEARANCES (IF REQUIRED FOR YOUR PARTICULAR USE), YOUR AUTHORIZED USE OF THE CONTENT WILL NOT INFRINGE THE RIGHTS OF OTHERS IN THE CONTENT.

  20. DISCLAIMER OF WARRANTIES

    YOU EXPRESSLY UNDERSTAND, ACKNOWLEDGE AND AGREE THAT:

    1. YOUR USE OF EFOOTAGE SERVICES IS AT YOUR SOLE RISK. EXCEPT AS PROVIDED IN THE LIMITED WARRANTY ABOVE, EFOOTAGE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EFOOTAGE AND ITS PARTNERS EXPRESSLY DISCLAIM AND NEGATE ANY AND ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, OR STATUATORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, PERFORMANCE, OR FROM A COURSE OR DEALING OR USE IN TRADE.
    2. EFOOTAGE AND ITS PARTNERS DO NOT WARRANT THAT (i) EFOOTAGE SERVICES WILL MEET YOUR REQUIREMENTS, (ii) EFOOTAGE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE INFORMATION THAT MAY BE OBTAINED FROM THE USE OF EFOOTAGE SERVICES (INCLUDING ANY CAPTIONING, METADATA, TITLES, KEYWORDS, DESCRIPTIONS, AND CATEGORIZATIONS) WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH EFOOTAGE SERVICES WILL MEET YOUR EXPECTATIONS, AND (V) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED.
    3. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF EFOOTAGE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
    4. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM EFOOTAGE OR THROUGH OR FROM EFOOTAGE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.
    5. UNLESS THE LICENSE AGREEMENT AND INVOICE SPECIFICALLY INCLUDES RIGHTS FOR ADVERTISMENT OR PROMOTIONS, USE OF ANY CONTENT OBTAINED FROM EFOOTAGE FOR THE ADVERTISEMENT, PROMOTIONS OR ENDORSEMENT OF A COMMERCIAL PRODUCT OR SERVICE (APART FROM IN-CONTEXT PROMOTION OF THE PROJECT PRODUCED IN ACCORDANCE WITH THIS AGREEMENT) CONSTITUTES A MATERIAL BREACH OF THIS LICENSING AGREEMENT, AND RENDERS IT NULL AND VOID AS TO ANY OBLIGATION OF EFOOTAGE TO PROVIDE ANY INDEMNIFICATION CONTAINED HEREIN OR IMPLIED.

  21. LIMITATION OF LIABILITY AND EXCLUSIVE REMEDY

    EXCEPT FOR ANY LIABILITY WHICH CANNOT BY LAW BE EXCLUDED OR LIMITED, YOU EXPRESSLY UNDERSTAND AND AGREE THAT EFOOTAGE AND ITS PARTNERS AND SUPPLIERS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF MONEY OR PROFITS, GOODWILL OR REPUTATION, USE, DATA, BUSINESS INFORMATION, BUSINESS INTERRUPTION, OR OTHER INTANGIBLE OR PECUNIARY LOSSES (EVEN IF EFOOTAGE OR PARTNERS HAVE BEEN NOTIFIED ORALLY OR IN WRITTING OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE EFOOTAGE CONTENT OR SERVICES; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM EFOOTAGE SERVICES; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON EFOOTAGE SERVICES INCLUDING BUT NOT LIMITED TO CONTENT, POSTS, ACTIONS OR INACTIONS, OR ITEMS OR SERVICES LIST AS FOR SALE OR WANTED; OR (v) ANY OTHER MATTER RELATING TO EFOOTAGE SERVICES, WHETHER FRAMED AS A BREACH OF WARRANTY OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE, IN TORT, CONTRACT, FAILURE OF ESSENTIAL PURPOSE OR OTHERWISE, OTHER THAN A CLAIM THAT THE USE OF THE CONTENT AS LICENSED BY EFOOTAGE VIOLATES THE COPYRIGHT OF A THIRD PARTY (WHICH SHALL REMAIN SUBJECT TO THE LIMITATIONS BELOW).

    EFOOTAGE SHALL NOT BE LIABLE FOR ANY DAMAGES, COSTS OR LOSSES ARISING OUT OF OR AS A RESULT OF MODIFICATIONS MADE TO THE CONTENT BY LICENSEE OR THE CONTEXT IN WHICH CONTENT IS USED IN A LICENSEE WORK. THE SOLE AND EXCLUSIVE REMEDY FOR A BREACH OF THIS LIMITED WARRANTY HEREIN IS THE REPLACEMENT OF THE CONTENT IF A REPLACEMENT IS AVAILABLE AND OFFERED TO YOU BY EFOOTAGE, OR AT YOUR OPTION REFUND OF THE FEE PAID eFootage FOR THE LICENSE AS SPECIFIED ON YOUR INVOICE.

    NOTWITHSTANDING ANYTHING CONTRARY IN THIS AGREEMENT, LICENSOR'S MAXIMUM LIABILITY TO YOU OR TO ANY THIRD PARTY AND YOUR EXCLUSIVE REMEDY ARISING FROM THIS AGREEMENT, ITS EXTENSION, TERMINATION OR EXPIRATION, AND/OR YOUR USE OF ANY CONTENT PROVIDED BY EFOOTAGE (REGARDLESS OF THE NUMBER OF TIMES THAT YOU LICENSE THE SAME CONTENT FROM US) SHALL NOT EXCEED IN AGGREGATE THE GREATER OF: (A) TEN (10) TIMES THE MONETARY AMOUNT RECEIVED BY EFOOTAGE FROM YOU FOR THE USE OF THE SPECIFIC APPLICABLE CONTENT, OR (B) ONE THOUSAND DOLLARS (US $1,000), EVEN IF EFOOTAGE OR ANY EFOOTAGE AFFILIATE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

    THE LICENSEE SPECIFICALLY AGREES THAT THE LICENSE PRICE SPECIFIED FOR THE CONTENT IS A KEY CONSIDERATION IN LIMITING EFOOTAGE'S LIABILITY.

    THESE LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.

  22. EXCLUSIONS

    NOTHING IN THIS AGREEMENT IS INTENDED TO EXCLUDE OR LIMIT ANY CONDITION, WARRANTY, RIGHT OR LIABILITY WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, ONLY THE LIMITATIONS HEREWIN WHICH ARE LAWFUL IN YOUR JURISDICTION WILL APPLY TO YOU AND OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

  23. DOCUMENTATION OF USAGE

    Upon eFootage's written request, You agree to timely furnish eFootage with the name, nature, and release date(s), after the fact, documenting any use or release of eFootage Content. Additionally, upon eFootage's written request, You agree, to the extent practical, to furnish eFootage, at no cost, with a copy of all uses of the Content, though the furnishing of the copy to eFootage shall not be construed to give eFootage any rights in Your Project.

  24. NO AGENCY

    No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.

  25. ASSIGNMENT

    Except as specifically provided for in this Agreement (for example, as provided in paragraph 4(c) above), You may not assign or otherwise transfer this Agreement or any rights hereunder without the prior written consent of eFootage. A transfer of controlling interest in any entity or in the majority of assets held within shall constitute an assignment.

  26. CONFIDENTIALITY

    eFootage may provide You with pricing, technical, business, marketing and other confidential information. You acknowledge that such confidential information encompasses valuable trade secrets which are proprietary to eFootage or its affiliates or suppliers. You agree that You will maintain the confidentiality of said information, and that the disclosure, copying or distribution of same without the prior express written permission of eFootage is strictly prohibited.

  27. NOTICES

    Notices concerning this Agreement or the Content shall be served on eFootage's to the following addresses, or to updated addresses as provided to You by eFootage, by nationally recognized tracked carrier with signature required (ie: Fedex, UPS, USPS certified mail):

    To:eFootage, LLC With A Copy To: Carl Oppedahl
     Legal Department  Oppedahl Patent Law, LLC
     530 S. Lake Ave., Ste 450  12000 Pecos Street, Suite 252
     Pasadena, CA 91101  Westminister, CO 80234-2011

    You consent to receive communications from eFootage electronically and you agree that all such agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. If eFootage believes you have breached this Agreement, eFootage will attempt to communicate such to You by email with the email address that You provided when You submitted Your order for use of the Content, and via tracked carrier services if You are located in the United States and by regular mail if You are located outside of the United States. Notices to You may be made to the mailing address You provided to eFootage during the registration or order process, and if no valid email appears to have provided, to Your email address on file. Notices sent by tracker carrier or postal service shall be deemed given three days after the date of mailing, and notices sent by email shall be deemed given 24 hours after email is sent.

  28. ENTIRE AGREEMENT

    This Agreement (including any policies, licenses, guidelines or amendments that may be presented to You from time to time) constitutes the complete and exclusive agreement regarding the subject matter hereof between You and eFootage and govern Your use of eFootage services, superseding any prior agreements, both oral and written, between You and eFootage for the use of eFootage services. Any and all previous representations, discussions and writings are merged and superseded by this agreement. This Agreement may be modified only by a written document signed by all the parties hereto. You also may be subject to additional terms and conditions that may apply when You use or purchase certain other eFootage and/or third-party content, services, or software.

  29. OUR RIGHT TO MAKE CHANGES TO THIS AGREEMENT

    Notwithstanding anything else in this Agreement or any other agreement, you are hereby notified that (a) eFootage reserves the right to make changes to this Agreement (including to the Content License, Terms of use, and Privacy Policy) at any time and without notice to You by posting them on the eFootage web site, and (b) You will be subject to the terms of the Agreement in force at the time that you submit an order for use of the Content for your Project. For clarity, any changes to this Agreement will not apply to Content licensed prior to such changes.

  30. HEADINGS

    Headings are for reference purposes only and do not limit the scope or extent of this Agreement.

  31. WAIVER

    Each eFootage's and/or Licensee's failure to act with respect to a breach by the other does not waive their right to act on subsequent or similar breaches.

  32. SEVERABILITY

    If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of this Agreement remain in full force and effect.

  33. AGREED STATUE OF LIMITATIONS

    You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Content, eFootage services and/or this Agreement must be filed within the earlier of the applicable period specified by the State of California's statute of limitations, or two (2) years after the date of initial License of Content associated with such claim or cause of auction or be forever barred.

  34. GOVERNING LAW AND JURISDICTION

    This Agreement shall be governed by and construed in accordance with the laws of the State of California, excluding its conflict of laws provision. The parties hereto agree that any action, suit or other legal proceeding involving any differences, controversies or other disputes in any way related to or arising out of this Agreement shall be litigated exclusively in the United States District Court for the Central District of California, or the California state court for the County of Los Angeles, and the parties hereby consent to the jurisdiction of such courts in respect of any such action, suit or other legal proceeding.

  35. MISCELLANEOUS

    In the event of any inconsistency between the Content License and the remainder of the Agreement such as in the Terms of Use, Privacy Policy, or a submitted customer order, this Content License shall govern.

    Any capitalized term that is not defined in this Agreement shall have the same meaning as set forth in the Terms of Use.

    If you have questions regarding this Agreement, please contact eFootage via the contact information below or via the eFootage Contact Us page.

    YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, INCLUDING WEBSITE TERMS AND ANY PARTS THAT MAY BE INCORPORATED BY REFERENCE HEREIN AND THEREIN, HAVE HAD FULL OPPORTUNITY TO SEEK INDEPENDENT LEGAL ADVICE PRIOR TO AGREEING TO IT, AND AGREE TO ITS TERMS. LICENSEE AND EFOOTAGE SHALL BE DEEMED JOINTLY TO BE THE DRAFTERS OF THIS AGREEMENT (SO THAT NO AMBIGUITY SHOULD BE INTERPRETED DUE TO A DRAFTING PARTY). IN CONSIDERATION OF EFOOTAGE AGREEING TO PROVIDE A MEANS FOR THE LICENSING OF CONTENT, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS CONTRACT. YOU FURTHER AGREE THAT THIS AGREEMENT IS THE COMPLETE CONTRACT BETWEEN YOU AND EFOOTAGE, AND THAT SAME SUPERSEDES ANY PRIOR CONTRACT.



© 1998-2016 eFootage, LLC. All Rights Reserved.

Comments on this Agreement are welcome.

Please note that you may not attempt to edit or change these Terms by the markup or unidirectional submission to eFootage.

         eFootage, LLC
         Attn: License Department
         530 South Lake Avenue, Suite 450
         Pasadena, CA 91101

         Our email address may be found on our Contact Us page.


  Please remember that your use of our web site or other services constitutes an acceptance of our Privacy Policy as well as our Terms of Use.