This End User License Agreement (hereinafter referred to as the Agreement or EULA) is between the end user (hereinafter referred to as “you” or “Licensee”), and Vbroadcast Limited (hereinafter referred to as ”we” or “Licensor” or “Vbroadcast”), the developer or Distributor of all the Contents on www.filmstocks.com (hereinafter referred to as the Website). By clicking "I agree" or otherwise signifying your acceptance of this Agreement or by Downloading or using any Contents, you are agreeing to be legally bound by this Agreement. If you do not accept or agree with these terms, do not download any Contents. Vbroadcast reserves the right to modify this Agreement at any time at its sole discretion.
For purposes of the Agreement,
”Content”or“Works”are any images, animations, films, videos, or other audio/visual representations (each, “Media”) on our website, recorded in any computer-readable format or form that are obtained, directly or indirectly, from www.filmstocks.com, and which is downloaded pursuant to this Agreement.
“Content Information”means the meta data and other information regarding to a Content item that is displayed on the Website.
“Item Page”means the Website page where a Preview of the Content item is displayed by us.
"License" means the license granted to you under this Agreement.
Single Purchase Library content means the Media we allow you to download for a one-time license fee.
Subscription library content means the Media we allow to download as part of a Free, Standard, or Premium subscription.
Subscription Plans include Free Member Plan, Standard Member Plan, and Premium Member Plan.
2. Grant of License
We hereby grant you a non-exclusive, worldwide, non-transferable right and license (the "License") on the terms and subject to the conditions and limitations set out in this Agreement, to use the Content in a purely digital work, project or production, each of which incorporates or combines the Content together with other substantial independently created works, and is created by or for you or on your behalf or for one of your clients (a "Digital Production"). You may use the Content in videos, software, applications, websites, and other digital products no matter free or for sale. For avoidance of doubt, you may not use of the Content in or on any printed media or work, film or physical media (e.g., CD or DVD) or merchandise.
3. License Conditions
(a) License Conditioned on Compliance: The License is conditioned upon material compliance by you and your personnel and contractors (each a “Representative”) with and fulfillment of your responsibilities under this Agreement and our receipt of full payment of all applicable subscription or license fees for License and use or access to the Content.
(b) Previews. Notwithstanding anything else in this Agreement, (i) no right or license granted to you (other than in this paragraph) or any warranty shall apply to any preview of any Media item displayed in or downloaded from the Website or otherwise provided to you (a “Preview”), (ii) any Preview provided to you may only be used only for your internal review and evaluation not exceeding 30 days, (iii) you will limit access to Previews to your representatives who are informed of the terms of this paragraph, (iv) you will not provide any work, project or production (collectively, each a “Production”) containing the modified or unmodified Preview or a derivative work thereof to third party, other than a client which agrees to be bound by the terms of this Agreement applicable to Previews, and (v) unless and until you or your client buys from us and pay us for a full production license under this Agreement, you and your client shall not exploit, distribute or publically stream, broadcast, display or perform any Previews or Production containing the modified or unmodified Preview or a derivative work thereof; and (vi) if you or your client do not purchase from us and pay us for a full production license under this Agreement within 30 days, you shall cause all copies of the Preview to be permanently deleted from any and all media.
4. Restrictions and Limits
(a) Use Only in Digital Productions: You may only use the Content in a Digital Production. You may use the Content in videos, software, applications, websites, and other digital products no matter free or for sale. For avoidance of doubt, you may not use of the Content in or on any printed media or work, film or physical media (e.g., CD or DVD) or merchandise.
(b) Single Project: For Single Purchase Library contents, you may only use the Content in a single Production.
(c) Subscription Library Contents: You can only use the subscription library contents you have downloaded for until 30 days after the expiration of your subscription.
(d) Only Digital Streaming Permitted: You may only publicly display and perform the Content within a Digital Production(s) by means of – and only by means of - digital streaming through the internet. For avoidance of doubt, theatrical, broadcast, telecast or cable or satellite distribution, performance or display of the Digital Production or Content is prohibited.
(e) Use in Templates: You may not incorporate the Content as an element of a digital template for sale or distribution.
(f) Use of Stills from Video: For video Content, you may not use "stills" derived from the Content, except in connection with the in-context marketing, promotion, and advertising of your Production that incorporates the Content.
(g) Item Page: In addition to the terms and conditions of this Agreement, the License to the Content is subject to any special terms that are contained or linked to in the Item Page for that particular Content, if any, including restrictions on the number or type of Productions in which the Content may be used.
(h) You must Limit Access to Raw Content: You may not allow access to raw Content, except for the purpose of creation, reproduction or distribution of Productions made by or for the Licensee as permitted by this Agreement. If you become aware of any unauthorized access, duplication of any Content, you should promptly notify us via the Website.
(i) Restrictions on Transfer of License: The License is non-transferable. This means that you may not resell, sublicense, rent, loan, assign or transfer the Content to any third Person, except pursuant to an assignment permitted above or as otherwise expressly authorized in this Agreement. For avoidance of doubt, no restriction on transferability in this Agreement applies to your Productions that incorporate Content pursuant to the License.
(j) No Distribution of Raw Content: Except as expressly permitted by this Agreement, you may not (i) distribute, transmit or publicly display Content as a template, a standalone file or to others for consumption, reproduction or re-sale, or (ii) superficially modify any raw Content and sell or license it to others for consumption, reproduction or resale.
(k) No Use in Trademarks or Logos: You may not incorporate any Content into a logo, trademark or service mark.
(l) Sensitive Use: You may not use any Content that features any person or property in a manner that would be unflattering or unduly controversial to a reasonable person, including use in a political context, such as the promotion, advertisement or endorsement of any party, candidate, or elected official, or in connection with any political policy or viewpoint, or as suffering from, or medicating for, a physical or mental ailment (each of the foregoing, “Sensitive Use”). For avoidance of doubt, use of Content in an obviously satirical Production that is not an Advertisement or use of Editorial Content in an accurate editorial way (e.g., not in an Advertisement or other commercial Production) would not be prohibited by the prohibition on Sensitive Use.
(m) No Unlawful Use: You may not use any Content in, a pornographic, unlawful or defamatory context or manner, including use (i) in connection with pornography, adult videos, adult entertainment venues, escort services, dating services, or the like; (ii) in connection with the advertisement or promotion of tobacco products; or (iii) depicting a person in the Content as engaging in acts of moral turpitude or criminal activity.
5. Subscription Fees and Purchase Terms
(a) The subscriptions are provided to Licensee by monthly or annual subscription. Your subscription is effective for the period of time covered by your subscription fee (which is your Purchase Price) as disclosed in the enrollment process and continues upon your payment in advance of the renewal fee for the applicable period (e.g., monthly or annually).
(b) Renewal fees for your subscription will automatically be charged at the then-current rate to the credit card or other billing source authorized by you on the first day of each successive subscription term until you cancel your subscription. Renewal will occur without prior notice to you. Vroadcast reserves the right to change the subscription fee for any renewal term, with or without notice to you, to be effective upon the renewal of your subscription for the next applicable period.
(c) The Purchase Price, including subscription or enrollment fees, is non-refundable. Should you choose to discontinue your subscription for any reason before expiration of the then-applicable subscription term for which you have paid, you may cancel your subscription and terminate further billing by logging into your account and changing your settings under the “My Account” page.
Member plans definition:
(d) Free Member Plan: Once you have registered a Wondershare ID, you will automatically be enrolled in the Free Member Plan. There will be no charges to the free member plan.
(e) Standard Member Plan: Once you have purchased the Standard member subscription, you will automatically have unlimited access for downloading the works that are included in Standard library during the period of time covered by your subscription fee.
(f) Premium Member Plan: Once you have purchased the Premium member subscription you will automatically have the unlimited access for downloading the works that are included in Standard library; you will also have an additional 20 downloads for works that are included in the Premium library during the period of time covered by your subscription fee. You will be allowed another 20 downloads of works in the Premium library as of the beginning of your next billing period.
(g) If Vbroadcast is required to collect indirect and/or transactional taxes (such as sales tax, value-added tax, goods and services tax, et al) under the laws of your state or country of residence, you shall be liable for payment of any such indirect tax. Where Vbroadcast or you are required to collect or remit direct or indirect taxes, you may be required to self-assess said tax under the applicable laws of your state or country of residence.
6. Content Showing Depicted IP, Editorial Content, People and Placeholders
(a) Depicted IP: Notwithstanding anything else in this Agreement, the License does not include, and except for locations for which the Item Page states that we have a property release, we and our content suppliers make no warranties with regard to, any building, house, trademark, trade dress, logo, copyrighted design, art, architecture or other works that may be depicted in the Content (collectively, “Depicted IP”).
(b) Audio in Video Clips: For Content that is film, video footage or any other audiovisual work, any music, dialogue or other ambient audio contained therein is incidental only; accordingly, we and our content suppliers make no warranties with regard to, and you are solely responsible for obtaining any additional clearances relating to, any of the audio that may be required.
Restrictions on All Audio Content: In addition to the other restrictions in this Agreement, you may not do any of the following regarding any music track:
(a) use it in whole or part to manufacture, distribute or sell records, CDs, jukeboxes, mp3s or any other predominantly audio product embodying it, in whole or in part, that is not synchronized or combined with other audio or musical content to create a derivative work as permitted in this Agreement (for example, you cannot use it to create a CD or other music compilation to give away or sell);
(b) place it on or in any product or platform that makes it available in a manner such that a person can without extraordinary effort extract or access or reproduce it as an electronic file;
(c) use or display it in whole or part in an electronic format that enables it to be accessed or distributed or shared in any peer-to-peer or similar file sharing arrangement;
(d) resell it in whole or part as backgrounds, “hold“ music or ringtones; or
(e) Incorporate it in whole or part in any product or platform that results in its re-distribution or re-sale (such as music download sites, stock music CDs, electronic greeting card web sites, web templates and the like).
(f) use it in whole or part without synchronization or other combination with other original work(s) of authorship so that the combination constitutes a Production;
(g) use it, in whole or in part, as an element of a new musical work (e.g., by combining the Audio Content with other work so that a copyright can be claimed in the resulting song); or
(h) modify it, in whole or in part, so that a copyright can be claimed in the resulting song.
Warranty Disclaimer: OTHER THAN AS EXPRESSLY PROVIDED IN THESE TERMS, THE CONTENT AND THE CONTENT INFORMATION ARE PROVIDED “AS IS” WITHOUT ANY REPRESENTATION, WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR TITLE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. The LICENSOR, CONTENT SUPPLIERS, THE CONTENT CONTRIBUTORS AND THEIR RESPECTIVE AFFILIATES DISCLAIM ANY REPRESENTATION OR WARRANTY THAT THE CONTENT OR THE CONTENT INFORMATION WILL MEET YOUR REQUIREMENTS OR THAT ITS USE WILL BE UNINTERRUPTED OR ERROR FREE. We only have model or property releases where expressly indicated on the Item Page. Certain jurisdictions do not allow the exclusion of implied warranties, so the above exclusion may not apply to you.
8. Content Information Disclaimer
While we have made reasonable efforts to correctly categorize, keyword, caption, description and title the Content, we do not warrant the accuracy of such information. Additionally, except as expressly set forth in this Agreement, we do not warrant the accuracy of any Content Information.
9. Limitations of Liability
(a) The LICENSOR, THE CONTENT SUPPLIERS ,THE CONTENT CONTRIBUTORS AND THEIR RESPECTIVE AFFILIATES 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 LICENSOR, THE CONTENT CONTRIBUTOR OR THEIR RESPECTIVE AFFILIATES, 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 WEBSITE 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. 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.
(b) THESE LIMITS APPLY EVEN IF The LICENSOR, THE CONTENT SUPPLIERS, THE CONTENT CONTRIBUTORS AND THEIR RESPECTIVE AFFILIATES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU ACKNOWLEDGE AND AGREE THAT (i) THE FEES FOR THE USE OF THE CONTENT 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 LICENSOR, THE CONTENT SUPPLIERS, THE CONTENT CONTRIBUTORS OR THEIR RESPECTIVE AFFILIATES SHALL BE LIABLE FOR ANY DAMAGES, COSTS OR LOSSES ARISING AS A RESULT OF 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. Subject to our express warranties in Section 11(a), you assume full responsibility for how you use the Content or any services provided by us and the particular context of how the Content is used. We will not be held responsible for any delay or failure to comply with our obligations under this Agreement if the delay or failure arises from any cause which is beyond our reasonable control.
(c) 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 the action has accrued.
10. Term and Termination
(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 14 days of written notice from us of the same. Upon termination, to the extent reasonably practical, you must yourself and must cause your Representatives to immediately: (i) stop using the Content; (ii) delete or remove the Content from your premises, computer systems and storage (electronic or physical); and (iii) where applicable, ensure your Representatives and licensees do the same.
(b) Survival: The terms and provisions this Agreement shall survive termination or expiration of this Agreement.
(c) Effect of Termination. Termination includes removal of access to our Works and Website and barring of further use of the Works and Website. Termination also includes deletion of your password and all related information, files and contents associated with or inside your Account (or any part thereof), including your content. Upon termination, your right to use such Works and Website will automatically terminate immediately.
11. Miscellaneous Provisions
(a) If you learn that any Content is subject to a threatened or actual third party claim of infringement, violation of another right, or any other claim for which the Licensor, the Content Suppliers, the Content Contributors or any of their Respective Affiliates may be liable, you will promptly notify us of any such claim. If the Licensor, the Content Suppliers, the Content Contributors or any of their Respective Affiliates learns of such a claim from you, the third party or otherwise and we, in our sole good faith discretion, determine that the claim raises an inappropriate legal risk, upon notice from us, you will (i) remove the Content from your computer systems and storage devices (electronic or physical), and (ii) cease any future use of the Content at your own expense if possible. 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 with your consent, not to be unreasonably withheld or delayed, is comparable, subject to the other terms and conditions of this Agreement.
(b) You will promptly reimburse the Licensor, the Content Suppliers, the Content Contributors or any of their Respective Affiliates for any costs (including reasonable attorneys' fees and court costs) that are incurred by in collecting any License fees or enforcing this Agreement.
(c) The Licensor, the Content Suppliers, The Content Contributors or any of their Respective Affiliates 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.
(d) 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.
(e) Except as expressly provided in this Agreement, this Agreement is personal to you is not assignable by you without Licensor’s prior written consent. Licensor 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.
(f) The Content and any copies that Licensee makes are the intellectual property of, and are owned by, the Licensor, and by third parties whose intellectual property has been licensed to the Licensor. You shall not use any Preview or Content item other than as expressly permitted in this Agreement.
12. User Accounts
You will be responsible for tracking all activity for each user account, and you agree to:
(a) maintain the security of all passwords and usernames;
(b) notify Vbroadcast immediately of any unauthorized use or other breach of security; and
(c) accept all responsibility for activity that occurs under each user account. Vbroadcast reserves the right to monitor downloads and user activity to ensure compliance with the terms of this agreement. If Vbroadcast determines that you are in breach of this or any other term of this agreement, we may suspend your access to your account and seek further legal remedies.
LICENSEE WILL INDEMNIFY AND HOLD LICENSOR AND ITS CONTENT SUPPLIERS AND THEIR RESPECTIVE AFFILIATES HARMLESS FROM ANY AND ALL CLAIMS, LOSSES, LIABILITIES, DAMAGES, FINES, PENALTIES, COSTS AND EXPENSES (INCLUDING ATTORNEY'S FEES) ARISING FROM OR RELATING TO LICENSEE'S ILLEGAL, IMPROPER OR UNAUTHORIZED USE OF ANY WORK. LICENSEE'S OBLIGATIONS UNDER THIS SECTION SHALL SURVIVE THE EXPIRATION OR TERMINATION OF THIS AGREEMENT.
14. GOVERNING LAW AND DISPUTE RESOLUTION:
This agreement will be governed by the laws of the People's Republic of China without giving effect to the conflict of laws. Any disputes arising out of or in connection with this agreement shall be settled by the Shenzhen Court of International Arbitration in according with its effective rules to the extent not prohibited by local law in your jurisdiction.