Content License Agreement

The following Content License Agreement (the "Agreement") governs the terms by which clients of Lots of Footage Inc. obtain the right to use video footage, motion picture footage, photographs and/or other audio, audio-visual, or visual content provided through the Lots of Footage Web site located at www.lotsoffootage.com (the “Site”). This Content License Agreement constitutes an agreement between you as Licensee and Lots of Footage Inc. ("Lots of Footage"), operator of www.lotsoffootage.com. In order to use material obtained from Lots of Footage you are required to agree to the terms of this Content License Agreement, if you do not agree with the terms of this Content License Agreement you may not use said material. This Agreement is in addition to the Terms and Conditions of Use applicable to the Site that all persons providing content to or downloading content from the Site have previously entered into.

1. Parties

THIS AGREEMENT IS BINDING BETWEEN LOTS OF FOOTAGE AND YOU AS LICENSEE. “Licensee”:

The “Licensee” shall be deemed as (a) the individual listed as the registrant of the Lots of Footage account through which this Agreement and the license(s) granted hereunder are entered (“Registrant”), or (b) if Registrant is entering into this Agreement and the licenses granted hereunder are for the benefit of, and/or is acting as an agent on behalf of, Registrant’s employer (“Employer”) and/or a third party (“Principal”), then such Employer and/or Principal will be considered as the Licensee. If Registrant is entering into this Agreement and the licenses granted hereunder are for the benefit of, and/or os acting as an agent on behalf of Employer and/or Principal, then Registrant (a) represents and warrants that such Principal and/or Employer has authorized Registrant to enter into this Agreement, that the licenses granted hereunder are on that Principal’s and/or Employer’s behalf, that such Principal and/or Employer has agreed to be bound hereby and that Registrant has actual and express authority to act on behalf of and bind such Principal and/or Employer to the terms of this Agreement; (b) the Content is solely for the benefit of Employer, or Principal, and that Registrant will not use the Content for the benefit of any other person or entity without entering into a separate license agreement with Lots of Footage, and (c) Registrant will comply with all of the terms hereof and shall be jointly and severally liable for any breach of the terms of this Agreement by Principal and/or Employer. If Registrant requests any Lots of Footage employee or contractor to facilitate Registrant entering into any license hereunder on behalf of Registrant and through use of Registrant’s account, Registrant agrees to be bound by this Agreement.

2. Grant of License

Any and all licenses granted by Lots of Footage are conditioned upon (i) Licensee’s compliance with all provisions of this Agreement, and (ii) Lots of Footage’s receipt of full payment by Licensee. Any and all license(s) granted to Licensee hereunder and Licensee’s right to use the Content shall immediately terminate upon his failure to comply with any provision of this Agreement or failure to make full payment, in which case Lots of Footage shall be entitled to pursue all other remedies available under copyright and other laws.

Lots of Footage grants Licensee a non-exclusive, non-transferable worldwide perpetual right to use video, motion picture footage, photographs and/or other audio, audio-visual, or visual works for which Licensee has paid license fees as required by Lots of Footage ("Licensed Content"). The license granted herein is subject to the terms of this Agreement, including but not limited to the Restrictions on Use provided in this Agreement. This Agreement is a license, not an agreement of sale, and Licensee obtains no ownership rights in the Licensed Content. All other rights in and to the Licensed Content, including, without limitation, all copyright and other intellectual property rights relating to the Licensed Content, are retained by Lots off Footage or the supplier of the Licensed Content, as the case may be.

3. Permitted Uses

Licensee may distribute the Licensed Content: (i) as incorporated into other works, including but not limited to films, documentaries, television productions, commercials, training and industrial videos, web pages, advertisements, magazine and newspaper articles, reports, brochures, books, newsletters, multimedia applications and presentations, and product packaging (collectively "Works for Distribution"); or (ii) for the creation of derivative works, provided that such derivative works are distributed only as incorporated into Works for Distribution. Notwithstanding the foregoing, Licensee may not use Licensed Content in any manner prohibited by the Restrictions on Use section, below.

4. Restrictions on Use

4.1. Sublicense

Licensee shall not sub-license, sell, rent, give, assign, convey or otherwise transfer or distribute Licensed Content or the rights granted under this Agreement.

4.2. Reusable Templates

Licensee shall not include the Licensed Content in any electronic template, including but not limited to website templates, intended to be reproduced and/or sold by third parties on electronic or printed products.

4.3. For resale or re-use

Licensee shall not incorporate the Licensed Content in any product that results in a re-distribution or re-use of the Licensed Content or is otherwise made available in a manner such that a person can extract or access or reproduce the Licensed Content as an electronic file;

Licensee shall not use the Licensed Content in any posters (printed on paper, canvas or any other media) or other items for resale, license or other distribution for profit;

Licensee shall not use or display the Licensed Content in an electronic format that enables it to be downloaded or distributed via mobile devices or shared in any peer-to-peer or similar file sharing arrangement;

4.4. Libraries

Licensee shall not include the Licensed Content in any Work for Distribution which is intended to permit or which unreasonably permits the recipient to extract the Licensed Content for use separate and apart from the Work for Distribution.

4.5. Trademarks

Licensee shall not incorporate the Licensed Content into a logo, trademark, service mark or business name.

4.6. Implied Endorsements and Model Rights

Licensee shall not use the Licensed Content, if such Licensed Content features any model: (i) in any manner that would lead a reasonable person to believe that such model personally uses or endorses any product or service; or (ii) in connection with a subject or in a manner that would be unflattering or unduly controversial to a reasonable person.

4.7. Defamatory and Prohibited Use

Licensee shall not use the Licensed Content in a pornographic or in any defamatory or discriminatory manner based on race, nationality, religion, sexual orientation or political belief, whether directly or in context or juxtaposition with other materials.

4.8. Illegal Use

Licensee shall not use the Licensed Content in a manner which violates any applicable law in effect within the jurisdiction of use of the Licensed Content.

4.9. Copies

Licensee shall be permitted to make and retain a single backup copy of the Licensed Content outside of Works for Distribution.

5. Payment

5.1.

Licensee hereby agrees to and is required to pay Lots of Footage for all content that Licensee obtains under the terms of this Agreement, regardless of whether the Content is used or not. Payment is due before downloading content. Payment shall be done by credit card or through PayPal.

5.2.

Licensee agrees to pay and be responsible for any and all sales taxes, use taxes, value added taxes and duties imposed by any jurisdiction as a result of the license granted to the Licensee, or of his use of the Content, pursuant to this Agreement.

6. Warranties and Limitation of Liability

6.1.

Lots of Footage operates the Site as a venue for the licensing of video footage, motion picture footage, photographs and/or other audio, audio-visual, or visual content. Lots of Footage acts solely as a service provider providing storage of materials on its systems or networks at the direction of Lots of Footage's users.

The Site acts as an exchange of content between those who provide content to the Site and those who wish to use such content. Lots of Footage grants no rights and makes no warranties regarding the use of names, people, trademarks, trade dress, patented or copyrighted designs or works of art or architecture or other forms of intellectual property represented in any content. While we have made reasonable efforts to correctly categorize and keyword the content, Lots of footage does not warrant the accuracy of such information.

6.2.

Lots of Footage makes no representations or warranties regarding model or property releases for any Licensed Content and shall not be liable for damages resulting from use of any Licensed Content without such releases. Lots of Footage will assist Licensee in obtaining copies of any releases previously obtained by the authors of such Licensed Content upon request by Licensee.

6.3.

LOTS OF FOOTAGE MAKES NO WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE LICENSED CONTENT, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. LOTS OF FOOTAGE SHALL NOT BE LIABLE TO LICENSEE OR 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 LICENSEE'S USE OF THE LICENSED CONTENT OR OTHERWISE, EVEN IF LOTS OF FOOTAGE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES.

7. Indemnification

Licensee shall defend, indemnify and hold Lots of Footage and its subsidiaries and commonly owned or controlled affiliates and their respective officers, directors and employees harmless from all damages, claims, liabilities and expenses, including but not limited to reasonable lawyer fees and costs, arising out of or as a result of claims by third parties relating to Licensee's use of any Licensed Content outside the scope of this Agreement, without proper model or property releases, or for any other breach by Licensee of this Agreement.

8. Term and Termination

8.1.

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

8.2.

Lots of Footage may, for good cause and at its sole discretion, revoke the license to use the Licensed Content and elect to replace such Licensed Content with alternative Licensed Content. Upon notice of any revocation of a license for any particular Licensed Content, Licensee shall immediately cease using such Licensed Content and shall, where reasonably possible, take steps to ensure that any recipients of Works for Distribution containing the Licensed Content cease use of such Works for Distribution.

9. General Provisions

9.1.

You specifically agree and acknowledge that you have, in addition to the terms of this Agreement, reviewed the Terms and Conditions of Use and any other agreements which may be incorporated by reference therein, and to the extent of their incorporation in this Agreement you agree to be bound by them.

9.2.

The parties to this Agreement are independent contractors, and nothing in this Agreement shall create a joint venture, partnership, employment relationship, franchise relationship or taxable entity between the parties.

9.3.

Except as otherwise set forth herein, any notice required or permitted to be given under this Agreement shall be in writing, delivered by hand, nationally recognized overnight courier service, facsimile, email or registered or certified mail, addressed to the receiving party at the mailing address indicated below. Such notice shall be deemed to have been given on the date delivered by hand, by email or sent by facsimile, one (1) business day after deposit with a courier service, and three (3) business days after being deposited in the mail.

To Lots of Footage:

Lots of Footage, Inc.
P.O. Box 154, Station Place D'Armes
Montréal, Québec, H2Y 3E9
Canada

To Licensee:

At the address that has been provided to Lots of Footage

9.4.

This Agreement embodies the parties' entire agreement and supersedes and cancels any prior agreement, express or implied, written or oral, with respect to its subject matter. No modification, deletion, amendment of any provision is binding unless in writing signed by each party's authorized representative.

9.5.

of Footage’s failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right.

9.6.

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, 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.

9.7.

This Agreement shall be construed in accordance with the laws of the province of Quebec without regard to its choice of law provisions. The parties hereby consent to the jurisdiction of the courts of the province of Quebec and the Courts located therein.

9.8.

Whenever the singular number is used in this Agreement and when required by the context, the same shall include the plural and vice versa, and the neuter gender shall include the feminine and masculine genders and vice versa. The headings in this Agreement are for convenience only and are in no way intended to describe, interpret, define or limit the scope, extent or intent of this Agreement or any of its provisions.

9.9.

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 assigns.

9.10.

The parties have expressly requested that this Agreement and all related documents be drawn up in English. Les parties ont expressément exigé que ce document, ainsi que tous documents s’y rapportant, soient rédigé en anglais.

10. Acknowledgement

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND HAD AN OPPORTUNITY TO SEEK INDEPENDENT LEGAL ADVICE PRIOR TO AGREEING TO IT. IN CONSIDERATION OF LOTS OF FOOTAGE AGREEING TO PROVIDE THE CONTENT, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND LOTS OF FOOTAGE, WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN YOU AND LOTS OF FOOTAGE RELATING TO THE SUBJECT OF THIS AGREEMENT.