A buyer can use our footage for any project(s), worldwide, in perpetuity. Due to the nature of non-DRM digital goods, no returns or refunds will be made for any reason.
This license agreement (“Agreement”) governs the terms by which a licensee (Licensee) obtains the right to use the video footage (“Stock Footage”) that they obtain from OZGO PRODUCTIONS.
BY OBTAINING ANY STOCK FOOTAGE FROM OZGO PRODUCTIONS, THE LICENSEE REPRESENT THAT (1) THE LICENSEE HAS READ, UNDERSTANDS, AND AGREES TO BE BOUND BY THIS AGREEMENT, (2) THE LICENSEE IS OF LEGAL AGE TO FORM A BINDING CONTRACT WITH OP, AND (3) LICENSEE HAS THE AUTHORITY TO ENTER INTO THIS AGREEMENT PERSONALLY OR ON BEHALF OF THE COMPANY LICENSEE HAS NAMED AS THE CUSTOMER, AND TO BIND THAT COMPANY TO THESE TERMS. THE TERM “LICENSEE” REFERS TO THE INDIVIDUAL OR LEGAL ENTITY, AS APPLICABLE, IDENTIFIED AS THE CUSTOMER WHEN STOCK FOOTAGE IS LICENSED. IF THE LICENSEE DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, THE LICENSEE MAY NOT USE ANY STOCK FOOTAGE FROM OZGO PRODUCTIONS.
1. License: OZGO PRODUCTIONS hereby grants to Licensee or its affiliates and its representatives, under OZGO PRODUCTIONS’ intellectual property rights in the Stock Footage: a perpetual, non-exclusive, royalty-free, worldwide, non-transferable right to host, copy, cache, reproduce, modify, revise, reformat, use, display and create derivative works from, the Stock Footage for any purpose.
2. Limitations: The Stock Footage may not be sold as stand-alone clips, or be included in any other media/stock library, or collection for distribution or resale. The Stock Footage may not be used, in part or in whole, as a trademark or service mark, nor may Licensee claim any proprietary rights of any sort in the Stock Footage, or any part thereof. If Licensee provides Stock Footage or Derivative Works to a client as part of the Licensee’s work product, the client may not reuse the Stock Footage
3. Fees and Payments: In exchange for the Licensee’s usage of OZGO PRODUCTIONS’ Stock Footage as provided hereunder, Licensee must pay OZGO PRODUCTIONS the licensing fee associated with each file resolution. This license applies to all files the Licensee obtains from OZGO PRODUCTIONS. 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 Licensee, or of Licensee’s use of the Stock Footages, pursuant to this Agreement.
4. License Fee. In consideration of the perpetual license granted herein, Licensee agrees to pay OZGO PRODUCTIONS a single, mutually agreed upon payment (the “License Fee”). There shall be no other consideration due or owing OZGO PRODUCTIONS pursuant to this Agreement. Except as expressly provided otherwise in this Agreement, OZGO PRODUCTIONS shall be entitled to no royalty payments based on Licensee’s use, distribution or sale of the Stock Footage. All fees and amounts quoted in this Agreement are in British Pounds unless stated otherwise.
5. Copyright: OZGO PRODUCTIONS, its licensors and contributors retain all right, title, and interest in and to the Stock Footage not expressly granted by the License Grant above. Such rights shall be governed by and construed in accordance with, English law and each party submit to the exclusive jurisdiction of the English courts. Licensee may be held legally responsible for any copyright infringement that is caused or encouraged by Licensee’s failure to abide by the terms of this Agreement. The licensee is aware that each jurisdiction in the world may have different laws pertaining to the rights of individuals or property depicted in the licensed content, and the licensee will comply with all such laws in use of the licensed content in the applicable jurisdiction. The licensee will not isolate, emphasise, or otherwise display trademarks or people depicted in the licensed content in a way that violates the trademark or personal rights of third parties. The licensee will not use the licensed content in any pornographic, malicious, or misleading manner. The licensee indemnifies OZGO PRODUCTIONS and its licensors for any claims resulting from a claim, damage, judgment, etc. that the rights of a third party are infringed or violated as a result of the specific manner in which the licensed content is modified or used for the licensee’s specific purposes.
6. Representations and Warranties of OZGO PRODUCTIONS: OZGO PRODUCTIONS hereby represents and warrants to Licensee that (i) OZGO PRODUCTIONS has the power and authority to enter into and perform the obligations according to the terms of this Agreement and to grant all rights contemplated by this Agreement; (ii) OZGO PRODUCTIONS has no restrictions that would impair its ability to perform its obligations under the Agreement and has not and will not enter into any agreement that is inconsistent with its obligations hereunder; (iii) Stock Footage shall not violate the intellectual property rights, proprietary or privacy rights of any person or entity; (iv) the execution, delivery and performance of this Agreement by it does not violate, conflict with or constitute a default under any agreement or instrument (including its corporate charter or another organisational document) to which it is a party or by which it is bound, or any applicable law, regulation or order of any court or other tribunal, except where such violation, conflict or default would not materially impair such Party’s performance of its obligations or the other Party’s enjoyment of its rights hereunder; and (v) OZGO PRODUCTIONS shall perform in accordance with the applicable written documentation provided to Licensee.
7. Representations and Warranties of Licensee: Licensee hereby represents and warrants to OZGO PRODUCTIONS that (i) Licensee has the full right and power to enter into and perform the obligations according to the terms of this Agreement; (ii) Licensee currently has no restrictions that would impair its ability to perform its obligations under the agreement.
10. Indemnification; Limitation of Liabilities.
10.1 The parties agree to indemnify, defend, and hold each other harmless from any and all actions, causes of action, claims, demands, costs, liabilities, expenses (including reasonable attorneys’ fees) and damages arising out of or in connection with any claim made by a third party (including without limitation claims concerning patents, copyrights, trademarks, service marks, any other marks, rights of publicity, and privacy) that, if true, would be a breach by either party of any representation, warranty, or obligation to be performed by such party hereunder.
10.2 If any action shall be brought by a third party against either party (the “Claimant”) in respect to any allegation for which indemnity may be sought from the other party (the “Indemnifying Party”) pursuant to the provisions of this Section, Claimant shall promptly notify Indemnifying party in writing, specifying the nature of the action and the total monetary amount sought or other such relief as is sought therein. The Claimant will not settle or otherwise compromise (whether by agreement, mediation or arbitration) any claim without the written consent of Indemnifying party. The Claimant will cooperate with Indemnifying party at Indemnifying party’s expense in all reasonable respects in connection with the defence of any such action.
10.3 Indemnifying party may upon written notice to Claimant undertake to conduct all proceedings or negotiations in connection therewith, assume the defence thereof, and if it so undertakes, it will also undertake all other required steps or proceedings to settle or defend any such action, including the employment of counsel that will be satisfactory to Claimant, and payment of all expenses. The Claimant will have the right to employ separate counsel and participate in the defence at Claimant’s sole expense. The indemnifying party will reimburse the Claimant upon demand for any payments made or loss suffered by it at any time after the date of tender, based upon the judgment of any court of competent jurisdiction or pursuant to a bona fide compromise or settlement of claims, demands, or actions, in respect to any damages to which the foregoing relates.
10.4 Limitation of Liability. EXCEPT FOR THE BREACH OF EITHER PARTY’S EXPRESS INDEMNIFICATION OBLIGATIONS HEREUNDER, NEITHER PARTY WILL BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL, OR INDIRECT DAMAGES OR FOR LOST PROFITS OR ANTICIPATED PROFITS, LOST INCOME OR REVENUE, LOSS OF USE, LOSS OF DATA, LOSS OF BUSINESS OPPORTUNITY, COST OF SUBSTITUTE GOODS, BUSINESS INTERRUPTION FOR ANY AND ALL CLAIMS OR CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE, WHETHER OR NOT LICENSEE WAS AWARE OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF THESE DAMAGES. OTHER THAN WITH RESPECT TO ITS INDEMNIFICATION OBLIGATIONS UNDER THIS SECTION 8, IN NO EVENT WILL EITHER PARTY’S AGGREGATE, CUMULATIVE LIABILITY REGARDING ANY AND ALL CLAIMS AND CAUSES OF ACTION, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, IN TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE, EXCEED THE GREATER OF (I) ONE MILLION BRITISH POUND STERLING. (£1,000,000) OR (II) THE TOTAL REVENUES DERIVED BY LICENSEE HEREUNDER WITHIN THE 12 MONTH PERIOD IMMEDIATELY PRECEDING THE DATE UPON WHICH SUCH CLAIM OR CAUSE OF ACTION FIRST AROSE. THE LIMITATIONS SET FORTH IN THIS SECTION 8.4 SHALL BE DEEMED TO APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, RULE AND REGULATION, NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDIES SET FORTH IN THIS AGREEMENT. THE PARTIES ACKNOWLEDGE AND AGREE THAT THEY HAVE FULLY CONSIDERED THE FOREGOING ALLOCATION OF RISK AND FIND IT REASONABLE FOREGOING LIMITATIONS IN THIS SECTION 8.4 ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.
11. Licensee’s Right to Take Action. The Parties agree that OZGO PRODUCTIONS shall remain the intellectual property owner of the Stock Footage. Nevertheless, to protect its interest, the Licensee shall have the right to take legal action against any unauthorised users of Stock Footage.
12. Governing Law and Dispute Resolution. The validity, performance, and all matters relating to the effect of this Agreement and any amendment hereto shall be governed by and construed in accordance with, English law and each party submit to the exclusive jurisdiction of the English courts. All disputes, controversies or disagreements which may arise between the parties, in relation to or in connection with this Agreement, or for the breach hereof shall be finally settled amicably. In the event that an amicable settlement cannot be reached through such negotiation within thirty (30) days from the beginning of such negotiation, such disputes shall be finally settled by arbitration under the ICC Rules of Arbitration by three (3) arbitrators appointed in accordance with the said rules. The arbitration shall proceed in the English language in Utah. The arbitration award shall be final and binding upon both parties. The arbitration shall not have the power to render an award of punitive damages. Should litigation arise concerning this Agreement, the prevailing party shall be entitled to all reasonable attorney’s fees and court costs in addition to any other relief which may be awarded by the above-mentioned court.
13. Entire Agreement. This Agreement constitutes the entire understanding between the Parties concerning the subject matter hereof and supersedes all prior discussions, agreements and representations, whether oral or written and whether or not executed by Licensee and OZGO PRODUCTIONS. This Agreement or any part or provision hereof shall not be deemed waived, amended, or modified by either party unless such waiver, amendment or modification is in writing and executed by authorised representatives of both Parties.
14. Binding Effect. This Agreement will inure to the benefit of and be binding upon the Parties, their successors, administrators, heirs, affiliates and assigns.
15. No Waiver. No failure or delay on the part of either Party in the exercise of any right or privilege hereunder, including the right to cancel, shall operate as a waiver thereof, nor shall any single or partial exercise of such right or privilege preclude other or further exercise thereof or of any other right or privilege.
16. Independent Contractors. The Parties shall perform activities under this Agreement only as independent contractors and nothing contained herein shall be construed to be inconsistent with this relationship or status. Under no circumstances shall any person of either Party be considered to be an employee or agent of the other Party. Nothing in this Agreement shall be interpreted as granting either Party the right or authority to make commitments of any kind for the other, implied or otherwise, without prior review and written agreement. This Agreement shall not constitute, create, or in any way be interpreted as a joint venture, partnership or formal business organisation of any kind.
17. Severability. In the event any one or more of the provisions of this Agreement is held to be unenforceable or invalid under applicable law: (i) such unenforceability or invalidity shall not affect any other provision of this Agreement; (ii) this Agreement shall be construed as if said unenforceable or invalid provision had not been contained herein; and (iii) the Parties shall negotiate in good faith to replace the unenforceable or invalid provision by such as has the effect nearest to that of the provision being replaced.
18. Returns / Refunds. Our products are digital files, delivered electronically at the time of purchase or within a reasonable amount of time (usually within 24 hours). No refund(s) or exchange(s) are allowed. If something goes wrong with your order, we will make every reasonable effort to fix any problem(s) or issue(s).