The following Submission Agreement and Grant of License (the "Agreement") constitutes an agreement between you and Lots of Footage Inc. ("Lots of Footage"), operator of www.lotsoffootage.com (the "Site"). This Agreement governs the terms by which photographers, videographers or other artists provide photographic, video, audio and other media (the "Content") agree to by uploading data or material onto the Site.
Before submitting Content to the Site, you MUST READ AND AGREE TO THE TERMS OF THIS AGREEMENT. You may not submit Content to Lots of Footage without agreeing to the terms of this Agreement.
Please read this Agreement carefully and be sure you understand it fully. This Agreement, which may be amended from time to time, describes your legal relationship with Lots of Footage and the rights you are granting to Lots of Footage by submitting Content and describes the parties’ obligations towards each other. Legal advice is recommended if you do not have a full understanding of said Agreement.
1. Offer of License by Submission
By submitting video, motion picture footage, photographs and/or other visual works ("Content") to Lots of Footage, you are offering Lots of Footage a perpetual, worldwide, non-exclusive license to the Content pursuant to the terms of this Agreement. If Lots of Footage accepts your offer, Lots of Footage will obtain a non-exclusive license to your Content, but you will retain full ownership of your Content.
2. Content of Submissions
All submissions must include: the Content; your name, mailing address, email address and information on your PayPal account; a statement that you are the sole creator of the Content; a statement that you have sufficient rights in the Content to grant the licenses contained herein. In the case of joint or multiple creators, each and every co-creator must agree to the present and be identified in the description of the "submitter".
Before submitting Content, you must obtain all model and/or property releases required. You agree to provide valid and accurate model and/or property releases for all Content you upload to the Site that, in Lots of Footage's judgment, requires a release. You agree that you are solely responsible for retaining all original releases and maintaining complete and accurate release records. Model and/or property releases are to be electronically delivered to Lots of Footage with the submitted Content. The submission of falsified, inaccurate or otherwise defective model and/or property releases is a material breach of this agreement and can result in the immediate termination of your account without prior notice.
3. Refusal or Acceptance of License
Upon receiving your Content, Lots of Footage will review the Content and may choose to accept or refuse your offer of license and will notify you of its decision. In the event that Lots of Footage refuses your submission, your offer of license for that piece of Content will immediately terminate, and Lots of Footage will obtain no rights in the Content. In the event that Lots of Footage accepts your submission, the license granted hereunder will become effective. The decision to refuse or accept your submission lies solely in the discretion of Lots of Footage and it may refuse your offer for any reason. Content will be removed if Lots of Footage believes that the Content will subject Lots of Footage or any of its officers, managers, directors or employees to legal action or claim or if the Content violates the terms of this Agreement.
4. Scope of License
The license granted hereunder shall permit Lots of Footage to sub-license the Content to others ("Sub-Licensees") under the terms of Lots of Footage’s Content License Agreement. The license granted hereunder shall further permit Lots of Footage to utilize the Content for purposes of advertising, marketing and promoting the Site, including but not limited to use of the Content and derivative works thereof on the Site.
The license granted hereunder shall further permit Lots of Footage to create derivative works of the Content in the form of edited, resized, resampled, and/or cropped works of the Content, for purposes of sub-licensing such derivative works to Sub-Licensees under the terms of Lots of Footage's Content License Agreement.
5. Payment of Royalties
Lots of Footage shall pay the submitter fifty percent (50%) of the license fees received from Sub-Licensees for your Content and derivative works thereof licensed to such Sub-Licensees. Lots of Footage will pay you by transferring your earnings to your PayPal account. Lots of Footage shall deduct $1.00 USD from your earnings as PayPal fee on each payout transaction.
6. Rights Of Third Party Intellectual Property Owners
The Content submitter acknowledges that Lots of Footage prohibits the upload of any Content or any other material that infringes on any patent, trademark, copyright, trade secret, right to privacy, right to publicity, or any other applicable law or proprietary right to the Site.
By uploading Content, you are warranting that you own all proprietary rights, including copyright, in and to the Content with full power to grant the license and the rights contemplated in this Agreement.
The Content submitter agrees that neither Lots of Footage nor any of its directors, officers, employees, partners, affiliates or agents shall be liable for any damages, whether direct, indirect, consequential or incidental, arising out of the use of, or the inability to use any Content, or any error, omission or other matter relating to a model or property release respecting Content.
7. Clearances, Indemnification and Warranties
As submitter, you represent and warrant that:
It is your responsibility to obtain all clearances and releases, including but not limited to property and model releases, necessary for the grant of license contained in this Agreement and for the subsequent use by Sub-Licensees of your Content pursuant to Lots of Footage's Content License Agreement.
You hereby indemnify and hold harmless Lots of Footage for any claims arising out of the Content, including but not limited to claims in the nature of rights of publicity, privacy rights, rights to likeness, trademark infringement, and copyright infringement.
8. Term and Termination
Lots of Footage may terminate this Agreement in connection with any Content at any time by providing you with written notice including: (i) a statement of its intent to terminate; (ii) the effective date of such termination; and (iii) an identification of the Content that is the object of the termination. Lots of Footage will remove from the Site the Content no later than the effective date of termination. Notwithstanding the foregoing, any licenses granted by Lots of Footage to any Sub-Licensee in the Content that has been terminated under this Agreement shall remain in full force and effect after the effective date of termination, such termination affecting only Lots of Footage's rights to sub-license the Content that has been terminated under this Agreement.
You may terminate the license granted hereunder in connection with any Content upon no less than twenty-one (21) days notice to Lots of Footage of your intent to terminate. Upon the effective date of such termination, Lots of Footage will cease offering the Content to sub-licensees. Lots of Footage may continue to utilize the Content that has been terminated for purposes of advertising, marketing and promoting the Site, including but not limited to use of the Content and derivative works thereof on the Site, for a period of six (6) months from the effective date of such termination. Your termination of license granted to Lots of Footage hereunder shall not act to terminate any sub licenses granted to Sub-Licensees under the terms of Lots of Footage's Content License Agreement prior to the effective date of such termination.
9. Miscellaneous Provisions
Relationship of the Parties
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.
Notices
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, if applicable, and three (3) business days after being deposited in the United States mail or seven (7) days after being deposited in the mail of any foreign country.
To Lots of Footage:
Lots of Footage, Inc.
P.O. Box 154, Station Place D'Armes
Montréal, Québec, H2Y 3E9
Canada
To submitter:
At the address you have provided to Lots of Footage
Entire Agreement
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.
No Waiver
Lots 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.
Severability
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.
Jurisdiction and Choice of Law
This Agreement shall be construed in accordance with the laws of the province of Quebec, Canada. The parties hereby consent to the jurisdiction of the courts of the province of Quebec. Nothing contained herein shall prohibit Lots of Footage from bringing an action against you in any other jurisdiction where such jurisdiction may be properly exercised.
Successors and Assigns
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.
10. DISCLAIMER OF WARRANTIES
THE SITE, INCLUDING ANY CONTENT CONTAINED THEREIN, ARE PROVIDED BY LOTS OF FOOTAGE "AS IS"? WITHOUT REPRESENTATION, WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. LOTS OF FOOTAGE DOES NOT REPRESENT OR WARRANT THAT THE SITE OR THE CONTENT WILL BE MADE AVAILABLE FOR SALE OR LICENSE OR THAT THEIR USE WILL BE UNINTERRUPTED OR ERROR FREE.
LOTS OF FOOTAGE DOES NOT REPRESENT OR WARRANT THAT THE SITE OR ANY CONTENT AVAILABLE FOR DOWNLOADING THROUGH THE SITE WILL BE FREE OF VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES.
11. LIMITATION OF LIABILITY
YOU ASSUME ALL RESPONSIBILITY AND RISK FOR USE OF THE SITE INCLUDING WITHOUT LIMITATION ANY OF THE CONTENT OR INFORMATION CONTAINED THEREIN.
IN NO EVENT SHALL LOTS OF FOOTAGE OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, PARTNERS, AGENTS OR LICENSEES BE LIABLE FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING DAMAGES FOR LOSS OF PROFITS, INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) IN CONNECTION WITH ANY CLAIM, LOSS, DAMAGE, ACTION, SUIT OR OTHER PROCEEDING ARISING UNDER OR OUT OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION THE USE OF, RELIANCE UPON, ACCESS TO, OR EXPLOITATION OF THE SITE, THE CONTENT OR ANY PART THEREOF, OR ANY RIGHTS GRANTED TO YOU HEREUNDER, EVEN IF LOTS OF FOOTAGE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER THE ACTION IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR OTHERWISE.
12. Acknowledgement
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTOOD IT, AND HAD AN OPPORTUNITY TO SEEK INDEPENDENT LEGAL ADVICE PRIOR TO AGREEING TO IT. IN CONSIDERATION OF LOTS OF FOOTAGE AGREEING TO PROVIDE A MEANS FOR THE SALE OR LICENSE OF YOUR ACCEPTED 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.
YOU ALSO ACKNOWLEDGE THAT YOU HAVE READ THE TERMS AND CONDITIONS OF USE AND ANY OTHER AGREEMENT WHICH MAY BE INCORPORATED BY REFERENCE THEREIN, AND TO THE EXTENT OF THEIR INCORPORATION IN THIS AGREEMENT YOU AGREE TO BE BOUND BY THEM.
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