CLIPSTOCK PRIVACY & COOKIES POLICY
CLIPSTOCK LICENSE AGREEMENT
This ClipStock License Agreement (the “License” or the “Agreement”) is entered into by and between you, the individual person who signed up for the ClipStock account, not the entity or company you work for (“you” or the “Licensee”) and ClipStock, LLC, a Florida limited liability company ("ClipStock", "we", "us").
This is a single-seat individual license authorizing one natural person to access the account in order to license and use member content from ClipStock.com (the “Site”). If you need a Corporate or Agency License, please read below and contact our Chief Operations Officer, Tim, at timothyv@ClipStock.com. Our Corporate or Agency License provides a multi-user, corporate, or agency license with additional rights, authorizing multiple users depending on your plan, to access the account in order to license and use member content and provides a higher indemnification clause. This Agreement covers each type of license. Please see the chart in the Multiple User Licensing Section for more information regarding each license. Additional details about the features of our licenses can be found on the Site or by contacting our Chief Operations Officer, Tim, at timothyv@ClipStock.com.
ClipStock reserves the right to make changes, additions, corrections and edits to this License in separate parts or in whole at any time and you agree to be bound by such changes. Such changes are legitimate and effective from the moment of their publication. If, for whatever reason, you disagree with this Agreement and do not accept its terms, you may not enter the Site and use its resources. By continuing to access member content on this site you hereby agree to be bound by such changes as they occur.
General Rights and Restrictions
Any ClipStock Files obtained from us may be incorporated into any project, commercial or otherwise, including feature films, broadcast, educational, print, multimedia, games, merchandise, and the internet. Once you incorporate a Stock File(s) into your project, you can share your finished project freely, but you may not share the underlying Stock File(s) with anyone who does not also have a ClipStock license. (That said, if you are working on a project and need to show someone else, such as a client, one of our files for the sole purpose of getting their input on whether or not to incorporate the file into your project, that is perfectly fine, but they cannot use the stock file themselves for any other purpose unless they obtain their own license.)
You also agree to use your best efforts to avoid letting the ClipStock File(s) be accessible to others. Our ClipStock Files may include graphics, videos, templates, photos, audio, fonts, images, and more. This License covers ClipStock Files obtained from our Member Library. Keep in mind that this License is limited in certain ways, as explained below, and it is neither exclusive to you nor transferrable to others.
Multiple User Licensing
The license provided under this Agreement is a single-seat, individual license (the “Standard License”). Our Standard License is written for and indemnifies you, the individual person who signed up for the account on our Site, not the entity or company you work for.
However, our Corporate or Agency License is written for and indemnifies you and your entity or company depending upon the license. We may also offer multi-user licenses on our Site, which cover more than one individual at once. However, because our Standard License is intended to support everyday creators, no more than ten employees of any single, for-profit Corporate and Agency can be covered by our Standard License, regardless of whether they are on a team license or spread across individual licenses. If your company needs more than five employees to be licensed to use our Content, you will need a separate Corporate or Agency License. Contact our Chief Operations Officer, Tim at timothyv@ClipStock.com to learn more.
As a reminder, a person or company needs a license to download or access standalone ClipStock Files, but once those files are incorporated into a final project, that project can be distributed commercially and freely shared with others, including your clients or company, and no separate license is needed for those recipients as long as you are not giving them access to standalone ClipStock Files.
Many buyers, particularly at the Corporate or Agency level, require indemnification for the media they license as a legal requirement for producing new work. Our levels of indemnification range from $20,000 of coverage for our Individual license and up to $1,000,000 of coverage for Agency.
If you use ClipStock Files provided under our Corporate or Agency License, physical print reproductions are unlimited. For any use of our ClipStock Files provided under our Corporate and Agency License, there is no limit on your production budget. If any of these limitations are too stringent for your business needs, we can create a custom license structure that works for your business and budget. Once again, you can contact Tim and our Corporate and Agency team at timothyv@ClipStock.com for more information on the Corporate or Agency License.
Limited Warranty We have the right and authority to enter into this Agreement and grant the rights, subject to all applicable limitations and exclusions in this Agreement. Unaltered ClipStock Files when downloaded and used in compliance with this Agreement and applicable law and with respect to which you have fulfilled your responsibilities and obligations under this Agreement:
* a. does not infringe any copyright, trademark or other intellectual property right, and
* b. does not violate any third parties' rights of privacy or publicity rights.
The representations and warranties in this Section do not apply to any After Effects, Photoshop PSD templates, music, or 3D models.
Except for the Limited Warranty set forth above, we make no other warranties of any kind about our files or services beyond the Limited Warranty. Note that trademarks, logos, or copyrights depicted within our ClipStock Files are not covered by this Limited Warranty. For example, if one of our videos depicts someone holding a brand-name beverage, the beverage label may be protected by copyright and trademark law and should be used at your own risk. (We wouldn’t want you to think that this License lets you reprint Coca-Cola cans.)
Indemnification and Limitation of Liability
We will indemnify, defend, and hold harmless up to the applicable Indemnification amount set forth above depending upon the level of your license for any actual direct damages incurred due to our breach of this Agreement; provided, that, such damages are the result of our direct breach of this Agreement or Limited Warranty and only if you have paid all amounts due hereunder and have not breached the terms of this or any other agreement with us. Such indemnification is solely limited to your direct damages arising from a third-party claim directly attributable to our breach of this Agreement. Because these are big numbers, we need to make a few things clear. In no event, including negligence, will we be liable to you or any third party for incidental, indirect, or consequential damages of any kind. Our maximum aggregate liability for all breaches of the Limited Warranty will be limited to the lesser of (a) the indemnification amount provided above and (b) the actual, direct damages you incur directly arising from the breach.
Except as expressly provided in this agreement, the ClipStock parties and the content contributors shall not be liable to you or any other person or entity for any punitive, special, indirect, exemplary, consequential or incidental damages, lost profits or, in the case of us or the other ClipStock parties, any other damages, costs or losses, including the cost of cover, arising under this agreement or out of or related to the license, your or any of your representatives’ use or exploitation of content, the site, or the content information, any services provided by us or the results from the use thereof or otherwise, even if we have been advised of the possibility of such damages, costs or losses, whether the action is based on contract, tort (including negligence), infringement of intellectual property rights or otherwise.
The indemnification limits apply even if we or another ClipStock party has been advised of the possibility of such damages. you acknowledge and agree that (i) the fees for the use of the ClipStock files reflect and are set in reliance upon the allocation of risk and the limitations of liability set forth in this agreement, and (ii) the limitations of liability herein are fundamental elements of the basis of the bargain between you and us. notwithstanding anything else in this or any other agreement, none of the ClipStock parties or the content contributor shall be liable for any damages, costs or losses arising as a result of particular modifications made to the content by you, any of your representatives or any third party after the content is downloaded or the particular context in which the content is used.
No action, regardless of form, arising out of the License, or under this Agreement may be brought by you more than one year after the cause of action has accrued, in addition to the notice requirements below.
You must notify us within five (5) business days of the date you know or should have known of such claim or threatened claim, which notice shall provide the details then known to you (for example, the Stock File at issue, the name and contact information of the person or entity making the claim, copies of any correspondence). The notification shall be in writing, delivered by hand, nationally recognized overnight courier service, or registered or certified mail, addressed (i) to ClipStock at: our address set forth at www.ClipStock.com, with a copy by email to info@ClipStock.com.
We shall have the right, at our option, to assume the handling, settlement, or defense of any claim or litigation to which this indemnification applies. You agree to cooperate with us in the defense of any such claim and shall have the right to participate at your own expense. You agree that we are not liable for any legal fees and/or costs incurred by you or on your behalf.
Your Indemnification of Us
You will indemnify and hold us, our officers, employees, shareholders, directors, managers, members, affiliates, resellers, and suppliers and our and their respective Representatives, shareholders and partners and the Stock File contributors harmless from and against any and all damages, liabilities, costs and expenses (including reasonable attorneys' fees and costs) arising out of or relating to any use of the ClipStock Files other than the uses expressly permitted by this Agreement. You further agree to indemnify us for all costs and expenses that we incur in the event that you breach any of the terms of this or any other agreement with us.
Usage Parameters and Limitations
Ensuring fairness for all of our artists and other customers is a top priority. Here is how we protect them.
* 2. Except as otherwise granted, you may not use any Stock File or Content in any context that is or would be unflattering or unduly controversial to a reasonable person, including uses in any way related to political parties, policies, or viewpoints, candidates, or elected officials, , or as suffering from, or medicating for, a physical or mental ailment (each, a "Sensitive Use").
* 3. You may not use any Stock File or Content in any unlawful, pornographic, or defamatory manner, whether as a depiction or in connection with any advertisement or promotion, including, but not limited to, uses in connection with (i) adult videos, adult entertainment venues, escort or dating services, or the like; (ii) tobacco products, drugs, or alcohol; or (iii) acts of moral turpitude or criminal activity.
* 4. For 3D models or After Effects or Photoshop PSD templates, you may not reverse engineer, decompile, or disassemble any part of any source code contained within the Content or avoid, bypass, remove or impair any technological measure that limits access to the Content.
* 5. We want to make sure people are not abusing our content to stockpile large numbers of clips without intending to actually use them in upcoming projects. For this reason, you cannot use automation, such as computer scripts, to download or “scrape” high volumes of ClipStock Files, nor can you do so manually if your intent is simply to stockpile content. (People often ask what we mean by “high volumes” of clips. Although this is a case-by-case determination, as a rule of thumb, it is perfectly fine to download a few dozen of our ClipStock Files that you think might be useful in the future. By contrast, downloading several hundred files at once without intending to use them anytime soon would qualify as abuse.)
* 7. We and/or the Content contributor retain all right, title, and interest in and to all of the copyrights, trademarks, trade secrets, and other proprietary rights in and to the Stock File, the Content, or any information related thereto that is not expressly granted to you by this Agreement or any other Agreement with us.
* 8. If you need to use any Stock File or Content in a manner that is not permitted by this Agreement, please contact ClipStock at info@ClipStock.com.
Additional Legal Provisions
* 1. Content Showing Locations. Notwithstanding anything else in this Agreement, we make no warranties with regard to, any building, house, trademark, trade dress, logo, copyrighted design, art, architecture or other works that may be identified in the Stock File or Content.
* 2. Placeholders in After Effects and PSD Templates. Our warranties do not apply to any placeholder music, dialogue, other audio, text, video and/or images which may be in any After Effects or PSD Templates. You are solely responsible for obtaining your own cleared versions of such placeholders.
* 3. Editorial Content. Content which is clearly marked as editorial or for editorial use only (“Editorial Content”) is intended to be used only in connection with events or topics that are newsworthy or of general public interest. Absent ClipStock’s express written consent, such Editorial Content may not be used in any advertisements, endorsements, promotions, or any other commercial or merchandising efforts. We make no warranties as to such Editorial Content. Additionally, this License specifically does not include any clearances of or rights to any personally identifiable information, privacy or publicity rights, or image or performance of any person appearing in the Content. Modification of this Content shall be limited to cropping, resizing or combining it with other content without altering or destroying the meaning of the Editorial Content.
* 4. Editorial Credit Attribution. You will accompany the production of any Editorial Content with a credit line that attributes the Stock File or Content to ClipStock, and you will use your commercially reasonable efforts to include a hyperlink to www.ClipStock.com.
* 5. Term, Termination, and Survival.
* a. Material Breach by You: The License will terminate automatically without notice from us if you fail to cure a material breach or other material failure to comply with any provision of this Agreement within fourteen (14) days’ written notice. Upon termination, you must immediately, to the extent reasonably practical: (i) stop using the Content; (ii) delete or remove the Content from your property (electronic or physical); and (iii) ensure your Representatives and licensees do the same.
* b. Survival: The terms and provisions of remaining sections shall survive termination or expiration of this Agreement.
* 6. Miscellaneous Provisions.
11. b. In the event of any inconsistency between this Agreement and such Site Terms, the terms of this Agreement shall govern.
12. c. We reserve the right to make changes to this Agreement at any time and without notice to you. You will be subject to the terms in force at the time that the Stock File or Content was first downloaded for or by you. No modification, deletion, amendment of any provision is binding on us unless in writing signed by our authorized representative or posted by us on the Site.
13. d. If you learn that any Content is subject to a threatened or actual third-party claim of any kind for which we may be liable, you will promptly notify us of any such claim. If we learn of such a claim, upon notice from us, you will (i) remove the Content from your property (electronic or physical), and (ii) cease any future use of the Content at your own expense. If you do remove and cease use of the Content, we will either refund your license fees for the applicable Content or without charge provide you with other content that we determine, in our sole discretion, is comparable, subject to the other terms and conditions of this Agreement.
14. e. Nothing in this Agreement or the License shall create a joint venture, partnership or franchise or fiduciary relationship between the parties.
15. f. If any provision, or portion thereof, of this Agreement, or its application to any person or circumstance, shall be invalid, illegal or unenforceable to any extent, the remainder of this Agreement, or such provision and their application shall not be affected thereby, but shall be interpreted without such unenforceable provision or portion thereof so as to give effect, insofar as is possible, to the original intent of the parties, and shall otherwise be enforceable to the fullest extent permitted by law.
16. g. This Agreement shall be construed in accordance with the laws of the United States and the State of Florida without regard to its choice of law provisions. The License, any Download of Content, and access to and use of the Site and the entering into this Agreement will be deemed to take place in the United States.
17. h. Any dispute relating to or arising from this Agreement, the License, the Content or the use thereof will be resolved exclusively by a State or Federal court in Broward County, Florida in the United States. We and you hereby waive any objection to venue, or to the inconvenience of the forum, of any such court or right to trial by jury to resolve any such dispute. The parties hereby consent to the jurisdiction of such courts.
18. i. You will promptly reimburse ClipStock for any costs (including reasonable attorneys' fees and court costs) that are incurred by us in collecting any License fees due to us.
19. j. All of the covenants, terms, provisions and agreements contained in this Agreement shall be binding upon, and inure to the benefit of, the parties hereto and, to the extent permitted by this Agreement, their respective heirs, legal representatives, successors and permitted assigns.
20. k. The ClipStock Parties, the applicable Content contributor and the Persons indemnified under the Indemnification provisions of this Agreement are intended third Person beneficiaries of this Agreement. Nothing in this Agreement, express or implied, is intended to or shall confer upon any other third Person any rights, benefits or remedies of any nature whatsoever.
21. l. Except as otherwise set forth herein, any notice required or permitted to be given under this Agreement shall be in writing, delivered by hand, via nationally recognized overnight courier service, email, or registered or certified mail, addressed (i) to ClipStock at: our address set forth at www.ClipStock.com, with a copy by email to info@ClipStock.com; or (ii) to you at the email address or mailing address provided for the ClipStock User account or registration under which the relevant Content was downloaded.
22. m. If you breach any provision of this Agreement and we take no action, we will still be entitled to use our rights and remedies in any other situation where you breach this Agreement. Your obligations, the limitations and our rights and remedies set out in this Agreement are cumulative and are in addition to your obligations and the copyright owner’s rights and remedies at law or in equity.
23. n. All sales of Licenses are final, and we are under no obligation to refund any fees paid by you for Content under any circumstances, except upon a material breach of one of our express representations and warranties set forth herein. However, if you request a refund, and we, in our sole discretion, determine to provide you with a refund, the license granted in this Agreement for the Content will be rescinded as if never granted.
24. o. This Agreement and the License are non-transferable without ClipStock’s prior written consent. ClipStock may assign this Agreement without your consent to an Affiliate as part of a corporate reorganization or any other Person as part of a merger or asset or business sale so long as such Person agrees to be bound by its terms.
25. p. You must be of legal age to enter into this Agreement.
26. q. Except for claims brought in small claims court, all disputes about this Agreement will be settled by arbitration pursuant to the rules of the American Arbitration Association (“AAA”), subject to the Federal Arbitration Act. You are thus giving up your right to go to court to assert or defend your rights except for matters that may be taken to small claims court. Your rights will be determined by a neutral arbitrator--not a judge or jury. You are entitled to a fair hearing, but the arbitration procedures are simpler and more limited than rules applicable in court. Arbitrator decisions are as enforceable as any court order and are subject to very limited review by a court.
Customer Support and Contact Information
To find more information about our License Agreement or the Website, marketplace, platform, content, or if you need assistance with your account, please contact ClipStock Customer Support at info@clipStock.com.