BATCHFRAME.COM ROYALTY-FREE CONTENT END USER LICENSE AGREEMENT
Last Updated: February 14, 2019. Replaces the prior version in its entirety.
This Content License Contract (this "Contract") governs the terms by which you ("You" or "Your") obtain the right to download and use video files, music files, sound effects files, creative art, 3-D animations, computer animations, motion backgrounds, camera acquired footage, project files, data files and other material (collectively such downloaded information is referred to as "General Content". The term "Content" shall refer to all information available for download and shall include General Content.) This Contract is in addition to the Batch Frame LLC ("Us" or "Our") Terms and Conditions of Service ("Terms and Conditions") which are incorporated herein by reference and to which You will be contractually bound upon Your signature to this Contract. In the event of any inconsistency between this Contract and the Terms and Conditions, this Contract shall govern. Any capitalized term that is not defined in this Contract shall have the same meaning as set out in the Terms and Conditions.
GENERAL INFORMATION REGARDING THIS CONTRACT
By agreeing to, purchasing, or downloading any stock product from BatchFrame.com, You accept this Contract either for Yourself or on behalf of Your company or employer, and agree to be bound by its terms. If You are accepting on behalf of Your company or employer, You represent and warrant that You have full legal authority to bind Your company or employer. If You do not have such authority or You do not accept or agree with these terms, do not accept this Contract. If You do not accept this Contract You will not be able to download the Content.
Upon Your acceptance of this Contract and Our receipt of payment from You, We grant to You a perpetual, non-exclusive, non-transferable worldwide license to use the Content for the Permitted Uses (as outlined below). Your intended use of the Content must be a Permitted Use. If it is not, it is prohibited by this Contract. All other rights in and to the Content, including, without limitation, all copyright and other intellectual property rights relating to the Content, are retained by Us or the producer of the Content.
GENERAL CONTENT LICENSE
Permitted Uses for General Content: Subject to the restrictions described under "GENERAL CONTENT LICENSE RESTRICTIONS: PROHIBITED USES" below, the following are "Permitted Uses" of "The Content":
- advertising and promotional projects, including those that are electronic or used on the worldwide web, film and video presentations, commercials, electronic catalogues and brochures.
- films, video, broadcast and theatrical presentations;
- on-line or electronic productions including web pages, podcasts and vidcasts;
- non-profit, educational and internal corporate videos and
- any other uses approved in writing, in advance by Us.
If You have any questions as to whether Your proposed use is a Permitted Use, You should contact Us by emailing email@example.com or using the form at https://www.batchframe.com/contact/. You may only use the Content for those purposes which are Permitted Uses. For clarity, You may not use the Content in products for resale, license or other distribution, unless:
- the proposed use is approved in writing, in advance by Us; or
- the content is being used as a part of a larger work, in which the Content itself does not account for 25% or more of the finished product; or
- the original Content has been modified or transformed sufficiently so that it constitutes an original work entitling the producer to copyright protection under applicable law ("Permitted Derivative Work"), and the primary value of the Permitted Derivative Work is not recognizable as the Content itself.
- In order to qualify as a Permitted Derivative Work the Content contained in the derivative work, cannot be downloadable, extractable or accessible by a third party as a stand-alone file. The work will be a "Permitted Derivative Work" for the purposes of this Contract only if You meet these criteria. Mere modification of the Content, and subsequent reproduction will not constitute a Permitted Derivative Work. If there is any question whether a work is a Permitted Derivative Work or a Permitted Use, You should contact Us by emailing firstname.lastname@example.org or using the form at https://www.batchframe.com/contact/. Any use of the Content that is not a Permitted Use shall constitute infringement of copyright and is a breach of this Contract.
GENERAL CONTENT RESTRICTIONS: PROHIBITED USES
You may not do anything with the Content that is not expressly permitted in the preceding section or permitted by a separate modified content license approved by Us. By way of example and not limitation, the following are "Prohibited Uses":
- sale, resale or distribution of the Content for profit either as a single background, effect, piece of footage, music file, sound effect file, composition, software project file or as a part of any background, effect, or footage library collection, software project file, set or product;
- sale, resale or distribution of the Content as a part of another production where the Content, in our sole discretion, comprises 25% or more of the finished product (except in the case of After Effects Projects where, by nature, the Content could potentially comprise more than 25% of the finished product);
- incorporation of the Content in any product that results in a re-distribution or reuse of the Content (such as templates or) or is otherwise made available in such a way one could extract or access or reproduce the Content as a separate file;
- use of the Content on websites or other venues designed to induce or involving the sale, license or other distribution of "on demand" products;
- sub-licensing, re-selling, renting, lending, assigning, gifting or otherwise transferring or distributing the Content or the rights granted under this Contract;
- removal of any notice of copyright, trade-mark or other proprietary right from any place where it is on or embedded in the Content;
- installation and use of the Content in more than one location at a time or placing a copy of the Content on a network server or web server for use by others;
- use of the Content or Music in a way which could be considered obscene, immoral, infringing, defamatory or libelous in nature, or that could be reasonably likely to bring any person or property reflected in the Content into disrepute;
- use of or display of the Content in an electronic format that enables it to be downloaded or distributed as the original stock media file via mobile devices or shared in any peer-to-peer or similar arrangement;
- breaking the Content into smaller pieces and selling these pieces as stock media;
- use of Content in customizable video ads for sale is prohibited unless You repurchase the Content each time the ad is sold.
Only You are permitted to use the Content, although You may transfer files containing the Content or Permitted Derivative Works to Your clients, for the purpose of reproduction for Permitted Uses, provided that such parties shall have no further or additional rights to use the Content and cannot access or extract it from any file You supply. You may use the Content in only one production. So long as that one production is a Permitted Use, You may reproduce the item containing the Content an unlimited number of times. You may physically transfer the Content and its archives from one location to another. If You require the Content to be in more than one location or accessible by more than one person, You must purchase the Content from the Website for each such use or contact Us to obtain license for multi-seat use. You may make one (1) copy of the Content solely for back-up purposes, and You must reproduce all proprietary notices on this single back-up copy
TERM OF CONTRACT
This Contract is effective until it is terminated. If You terminate this Contract You must destroy or delete the Content and any Permitted Derivative Works, along with any copies or archives of it or accompanying materials (if applicable), and cease using the Content for any purpose. This Contract and all of Your rights under it terminates automatically without notice if at any time You breach any of its terms. You must, if requested, confirm to Us in writing that You have complied with these requirements and provide any proof thereof requested by Us.
This Contract can be amended by Us at any time by posting an amended contract on the website. Your only recourse, if You are not agreeable to the amended contract is to terminate this Contract and cease use of the Content. Otherwise, You will be bound by the terms of the amended contract.
LIMITATION OF WARRANTIES AND LIABILITY
THE CONTENT IS PROVIDED "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. WE DO NOT REPRESENT OR WARRANT THAT THE CONTENT WILL MEET YOUR REQUIREMENTS OR THAT IT WILL BE ERROR FREE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE CONTENT IS WITH YOU. SHOULD THE CONTENT PROVE DEFECTIVE, YOU ASSUME THE ENTIRE RISK AND COST OF ALL NECESSARY CORRECTIONS.
Certain jurisdictions do not allow the exclusion of implied warranties, so portions of the above exclusion may not apply to You. Our entire liability and Your exclusive remedy, with respect to any claims arising out of Your use of the Content, or out of Your actions in downloading the Content, shall be as follows:
- You may, after approval by Us, be allowed to download the Content again.
- If You are repeatedly unable to download the Content, We may refund the fee actually paid by You for such the Content, provided We can confirm in Our discretion that You have been unsuccessful in downloading the Content.
- IN ANY EVENT, OUR MAXIMUM AGGREGATE LIABILITY UNDER THIS CONTRACT OR IN RESPECT OF THE USE OR EXPLOITATION OF ANY OR ALL PART OF THE WEBSITE OR THE CONTENT IN ANY MANNER SHALL BE LIMITED TO THE FEES COLLECTED BY FOR YOUR PURCHASE OF THE CONTENT THAT IS THE SUBJECT MATTER OF THE CLAIM, BUT IN ANY EVENT WILL NOT EXCEED \$500.00 UNITED STATES DOLLARS. IN NO EVENT SHALL BatchFrame.com 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 CONTRACT, INCLUDING WITHOUT LIMITATION THE USE OF, RELIANCE UPON, ACCESS TO, OR EXPLOITATION OF THE WEBSITE, THE CONTENT OR ANY PART THEREOF, OR ANY RIGHTS GRANTED TO YOU HEREUNDER, EVEN IF BatchFrame.com 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. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR FOR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, THE LIABILITY OF Batch Frame LLC OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, PARTNERS, AGENTS OR PRODUCERS SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW. Indemnity You agree to indemnify, defend and hold Batch Frame LLC and its affiliates, and their respective directors, officers, employees, agents and producers of the Content (collectively, the "Batch Frame LLC Parties") harmless from and against any and all claims, liability, losses, costs and expenses (including reasonable legal fees) incurred by any Batch Frame LLC Party as a result of (i) any breach by You of this Contract; (ii) any claim threatened or asserted against any Batch Frame LLC Party that alleges that You have breached this Contract or infringed any copyrights, trade secrets, trademarks, right of privacy, right of publicity or other intellectual or other property rights of any third party. Batch Frame LLC reserves the right, at Your expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by You, and You agree to cooperate with BatchFrame's defense of such claim.
This Contract is not assignable by You without BatchFrame's prior written consent. Batch Frame LLC may assign this Contract without Your consent to any other party so long as such party agrees to be bound by its terms. This Contract may be amended by Batch Frame LLC at any time by posting an amended Contract on the Website. Continued use of the Content or failure to terminate this Contract after posting of such amendment will be deemed to be acceptance of the amendment. YOU ACKNOWLEDGE THAT YOU HAVE READ THIS CONTRACT AND HAVE HAD OPPORTUNITY TO SEEK INDEPENDENT LEGAL ADVICE PRIOR TO AGREEING TO IT. IN CONSIDERATION OF Batch Frame LLC AGREEING TO PROVIDE A MEANS FOR SELLING THE LICENSES OF YOUR CONTENT, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS CONTRACT. YOU FURTHER AGREE THAT IT (AND ANY SUBSEQUENT MODIFICATION OF IT) AND THE TERMS AND CONDITIONS POSTED ON THE WEBSITE ARE THE COMPLETE CONTRACT BETWEEN YOU AND BatchFrame, AND THAT SAME SUPERSEDES ANY PRIOR CONTRACT.
If You have questions regarding this Contract, please contact Batch Frame LLC at email@example.com or via the form on our Contact page (https://www.batchframe.com/contact).
Batch Frame LLC 2019. All rights reserved.