Atmosphere Aerial Stock Footage Licensing Terms

This is a legal agreement between you, the purchasing person or company (LICENSEE) and Atmosphere Aerial, LLC. (LICENSOR). For the purposes of this agreement, the term Content is hereby defined as any moving image clips or audio clips, or any combination thereof, or other images or audio, or illustrations, whether moving or still, or any combination thereof, included in the Product purchased. If you do not agree, immediately stop any and all use of the Product or Content.

The term LICENSEE shall not include any parent, subsidiary, branch office, affiliate, or separate department of LICENSEE, except with the express written consent of LICENSOR. All equipment used to access Content must reside at a single physical location, and be under the control of one organization.

LICENSEE is hereby granted the non-exclusive, non-transferable worldwide right for unlimited use of Content when in synchronization with additional audio, and/or additional images added by LICENSEE, and when used in said manner in LICENSEE’S own productions or presentations, and incorporated therein, subject to the following restrictions.

Content cannot be used to form the whole or a substantive basis of the production, or presentation, nor shall Content be resold, redistributed, licensed or sublicensed, loaned, given away, rented, or leased to others for use by anyone other than the original purchaser. Further, LICENSOR agrees to take all necessary steps to prevent any third party from copying or distributing Content.

Further, all equipment used to access Content must reside at a single physical location, and be under the control of one organization.

Further, Content shall not be used in any manner which is unlawful, libelous, slanderous, defamatory, or pornographic, or which is in any way untruthful, misrepresentative, misleading, disparaging or malicious.

Further, Content cannot be reproduced by itself in part or in whole, in any form, including without limitation on tape or disc, except that LICENSEE may make one copy solely for purposes of back-up.

Nothing in this agreement shall be construed to limit the rightful use by the LICENSEE or of the public, of any elements of Content, if any, which are in the public domain.

Neither LICENSOR nor its licensers shall be liable to you for any consequential, incidental, indirect or other damages arising out of the license of Content, including any claim of a third party. In no event shall LICENSOR be liable for any amount in excess of the purchase price paid for the Product, except to the extent prohibited by applicable law.

If any provision of this Agreement is held to be invalid, the remainder of the Agreement shall remain in full force and effect.

In the event of any dispute arising hereunder, such dispute shall be governed under the laws of the state of Louisiana , and be subject to the jurisdiction thereof.

We hereby grant to you a non-exclusive, non-transferable, and non-sublicensable Limited License to use and reproduce the Content for the purpose and duration according to the Terms selected below. Limited License means the right to use and reproduce the Content for one project (the contemplated project at time of license) in accordance with these Terms.

Prohibited Uses. You may not do anything with the Content that is not expressly permitted in the preceding section. For greater certainty, the following is a non-exhaustive list of some “Prohibited Uses”. You may not:

1. a) use the Content in design template applications, whether on-line or not, including, without limitation, website templates, Flash templates, business card templates, electronic greeting card templates, and brochure design templates;
2. b) use or display the Content on websites or other venues designed to induce or involving the sale, license or other distribution of “on demand” products, including postcards, mugs, t-shirts, posters and other items;
3. c) use any of the Content as part of a trade-mark, design-mark, trade-name, business name, service mark, or logo;
4. d) incorporate the Content in any product or website that results in making the Content available in a manner such that a person can extract, access or reproduce the original or derivative Content as an electronic file;
5. e) use the Content in a fashion that is considered by Producer (acting reasonably) as or under applicable law is considered pornographic, obscene, immoral, infringing, defamatory or libelous in nature, or that would be reasonably likely to bring any person or property reflected in the Content into disrepute;
6. f) use Content featuring a model or property in connection with a subject that would be unflattering or unduly controversial to a reasonable person, Licensee must accompany each such use with a statement that indicates that: (i) the Licensed Material is being used for illustrative purposes only; and (ii) any person depicted in the Licensed Material, if any, is a model.
7. g) use Content identified as “Editorial”, for any commercial, promotional, endorsement, advertising or merchandising use. For clarification, in this Agreement “Editorial” of Content means use relating to events that are newsworthy or of general interest and expressly excludes any advertorial sections (i.e. sections or supplements featuring brand and/or product names or sections or supplements in relation to which you receive a fee from a third-party advertiser or sponsor);
8. h) to the extent that source code is contained within the Content, reverse engineer, decompile, or disassemble any part of such source code;
9. i) use the Content in additional future projects or in ways not in accordance with the Terms selected in Table 1 Content Licensing Terms.
10. j) remove any notice of copyright, trade-mark or other proprietary right from any place where it is on or embedded in the Content;
11. k) sub-license, re-sell, rent, lend, assign, gift or otherwise transfer or distribute the Content or the rights granted under this Agreement;
12. l) install and use the Content on more than two computers at a time or post a copy of the Content on a network server or web server for use by other users;
13. m) use or display the 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;
14. n) use the Content for editorial purposes without crediting the Producer and Nimia.com for Digital Rights Management; or
15. o) use or display an upscaling (downgrade in image quality) of video, image or illustrated Content.
16. Producer Indemnification and Limitation of Liability 6.1 Provided that the Content is only used in accordance with this Agreement and you are not otherwise in breach of this Agreement and as your sole and exclusive remedy for breach of the representations and warranties set forth in Section 5.1 above, Producer shall, subject to the terms of Sections 6.2, 6.3, 6.4 and 6.5 defend, indemnify and hold harmless you, your parent, subsidiaries and affiliates and respective directors, officers and employees from all damages, liabilities and expenses (including reasonable outside legal fees), arising out of or connected with any actual or threatened lawsuit, claim or legal proceeding alleging that the possession, distribution or use of the Content by you is in breach of the representations and warranties set forth in Section 6.1 above. The foregoing states Producers entire indemnification obligation under this Agreement. 6.2 The indemnification set out in Section 6.1 above is conditioned on your prompt notification in writing to Producer of such claim and our right to assume the handling, settlement or defense of any claim or litigation. You agree to cooperate with Producer in the defense of any such claim or litigation and shall have the right to participate in such litigation at your sole expense. Producer shall not be liable for legal fees and other costs incurred prior to the notice of the claim. 6.3 IN NO EVENT SHALL PRODUCER OR ANY OF ITS AFFILIATES OR PRODUCERS OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, PARTNERS OR AGENTS 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 YOUR USE OF, RELIANCE UPON, ACCESS TO, OR EXPLOITATION OF THE CONTENT, OR ANY PART THEREOF, OR ANY RIGHTS GRANTED TO YOU HEREUNDER, EVEN IF WE HAVE 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. NO ACTION, REGARDLESS OF FORM OR NATURE, ARISING OUT © 2015 Nimia.com, Standard Stock Footage Content License Agreement v.1.1 6 OF THIS AGREEMENT MAY BE BROUGHT BY OR ON BEHALF OF YOU MORE THAN TWO (2) YEARS AFTER THE CAUSE OF ACTION FIRST AROSE. 6.4 NOTWITHSTANDING ANY OTHER TERM HEREIN, PRODUCER SHALL NOT BE LIABLE FOR ANY DAMAGES, COSTS OR LOSSES ARISING AS A RESULT OF MODIFICATIONS MADE TO THE CONTENT BY YOU OR THE CONTEXT IN WHICH THE CONTENT IS USED BY YOU. 6.5 NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT, THE TOTAL MAXIMUM AGGREGATE LIABILITY OF PRODUCER UNDER THIS AGREEMENT AND ANY OTHER AGREEMENT UNDER WHICH YOU HAVE LICENSED THE SAME CONTENT, REGARDLESS OF THE FILE SIZE, OR THE USE OR EXPLOITATION OF ANY OR ALL OF THE CONTENT IN ANY MANNER WHATSOEVER AND THE OBLIGATION OF PRODUCER UNDER SECTION 6.1 SHALL BE LIMITED TO AN AGGREGATE OF TEN THOUSAND ($10,000) US DOLLARS. FOR GREATER CLARITY, PRODUCERS LIABILITY TO YOU IN RESPECT OF THE CONTENT SHALL NOT EXCEED TEN THOUSAND ($10,000) US DOLLARS REGARDLESS OF THE NUMBER OF TIMES THAT YOU LICENSE THE SAME CONTENT FROM PRODUCER. 6.6 SOME JURISDICTIONS DO NOT ALLOW FOR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.