FilmBook Media Content License Agreement

LAST UPDATED: June 9, 2022

Thank you for using FilmBook!

This is a Content License Agreement (“License Agreement”) between you and FilmBook Media (“FilmBook”) and explains how you can use the photographs, video clips, scans, virtual creations, illustrations, works of visual art, and compilations of any of them (“Content”), either individually or collectively, that you download, receive, or license from FilmBook. By using the Content or downloading any Content, you agree and accept the following terms in this License Agreement together with our Terms located at https://filmbook.media/terms-and-conditions/ (“Terms of Use”) and understand this is a legally binding agreement between you (“End User” or “Licensee”) and FilmBook. This License Agreement governs your use of the Content, whether the Content is created, owned or managed by a third-party content creator or supplier (“Content Supplier”) or by FilmBook. If you do not agree to all the Terms of Use and to this License Agreement, you are not permitted to purchase a license or continue the use of the Content. You further acknowledge and agree FilmBook has the right to strictly enforce the terms and conditions on behalf of FilmBook and Content Supplier.

1. Types of Licenses

Complimentary License. To streamline your experience, Content may be downloaded under a limited use license (“Complimentary License”) so that you may determine if the content will serve your purposes for a specific project or production. The Content may be tested internally for up to 30 days after you download it. The Content may not be sold, rented, leased, loaned, altered, or sub-licensed to another party, individual, or company. The Content may not be used in any final materials or shared, published, publicly performed or made publicly available for any reason. No other rights are granted for a Complimentary License.

Rights Managed and Rights-Ready License. For Content to be used for anything other than testing as permitted in a Complimentary License, a rights managed and rights-ready license must be purchased on a project-by-project basis. Unless you have entered into a separate exclusive license agreement with FilmBook, your license is non-exclusive and you acknowledge and agree that FilmBook has the right to license the footage to other parties.

Editorial License. Editiorial is strictly for informational or illustrative purposes only. An Editorial License permits the use of the Content in a newspaper, magazine article, blog, website or non-commercial presentation. The Content may not be used to promote or brand anything. No commissions or fees may be received from a third party sponsor or endorsement.

Exclusive License. Exclusive licenses are not included under this License Agreement. A separate agreement must be signed by FilmBook to grant an exclusive license to any Content.

Blanket License. Blanket licenses to use Content for multiple or unspecified purposes are not included under this License Agreement. A separate agreement must be signed by FilmBook to grant a blanket license.

2. Restrictions of Use

No Unlawful Use or Pornography. The content shall not be used in or be incorporated into any production that is pornographic, obscene, that promotes drug or alcohol use, that is libelous, defamatory, fraudulent, or illegal or that promotes illegal activities. Licensee may not use the Content in a manner that violates any applicable laws, regulations, or rules of any governing bodies, or in a manner that infringes the rights of any third party.

Defamation. Licensee may not use the Content in a way that will harm, present in an unflattering manner and/or could potentially be controversial to FilmBook or any Content Supplier, real property owner, or property or model featured in the Content.

No NFTs. Licensee may not use the Content for creating an immutable digital asset or NFT (non-fungible token).

No False Representation. Content is either owned by the Content Supplier or FilmBook, and Licensee cannot and will not imply, advertise or mislead another party to believe they or any third party is the creator or owner of the Content.

No Artist or Visionary Representation. You may not feature the Content as your artwork or claim you are the creator or visionary.

Usage to Allow Piracy. You may not use the Content in a manner that will allow for its download, extraction, distribution, or theft, whether intentional or not.

Authorized Use. Licensee may not transfer, license or sublicense the Content to third party. If you purchase Content on behalf of a company, production, employer, or client (a “Principal”), then you warrant and represent that you have the full legal authority to purchase on its behalf and are able to enter into a legally binding agreement with FilmBook; such Principal hereby agrees to be bound by the terms of this License Agreement and may not use the Content for any other purpose other than as specifically provided by this License Agreement. If you do not have permission or the authority to license the Content, then such Principal may not use the Content. The license begins at the time of purchase.

No MetaData Exploitation. Licensee may not use the keywords, captions, titles, descriptions or any other data or texts associated with the Content without written approval from FilmBook.

No Use in Trademarks, Logos, or Copyrights. Licensee may not use the Content to feature or as part of a trademark, trade name, logo, service mark, and/or design mark.

No AI or Machine Learning. Licensee may not use the Content for facial recognization, machine learning and/or artificial intelligence, and/or replication/identification of models, persons, figures and/or properties.

Editorial Alteration. Licensee may not alter any Content marked as “Editorial” or intended for editorial use with the exception of cropping or editing for technical reasons. The integrity of the Content may not be compromised.

Editorial Misuse. Licensee may not use Content marketed as “Editorial” or intended for editorial use for any purpose, including but not limited to commercial use, promotions, endorsements, advertising, advertorial, merchandising and/or gambling, either online, in person or virtually. Unless FilmBook provides a release, all model and property releases must be obtained by the Licensee.

3. Intellectual Property

Copyright. All Content is owned by the Content Supplier or FilmBook and is protected under copyright law. No copyrights are transferred in this License Agreement. In order for a copyright to transfer, an additional agreement must be signed detailing the terms of transfer, payment amount, and specifically identifying the intent to transfer the copyright in the Content.

Credit. Licensee shall ensure that its use of the Content is marked with the appropriate copyright notices specified by FilmBook in a reasonably prominent position in the order and manner provided by FilmBook. Licensee shall abide by the copyright laws and what are considered to be sound practices for copyright notice provisions. Licensee shall not use any copyright notices that conflict with, confuse, or negate the notices FilmBook provides and requires hereunder. Licensee shall also provide a credit for Content. If the license is for Editorial Use, then Licensee must include a credit adjacent to the Content or in the production credits. The credit should be in similar form and fashion as Licensee’s other credits for providers of licensed material. The credit information accompanying the Content must include the following for either Photography or Video: “[Photographer] / [Collection Name] via FilmBook Media” or "[Video] [Imagery] supplied by [Artist Name]/[Collection Name] via FilmBook Media”. Licensee may not use FilmBook’s or Content Supplier’s name, logo, or trademark without prior written approval.

4. Rights Granted

License. Upon full payment of paid license and subject to the Terms of Use and this License Agreement, FilmBook grants to Licensee a perpetual non-exclusive, non-sublicensable, non-transferable right to use the Content identified in the license receipt provided by FilmBook solely to reproduce, perform publicly, display, and distribute the Content as part of the specified project or production and limited to the size, distribution and any restrictions provided by FilmBook (a “Rights Managed and Rights Ready License”). Licensor reserves all rights not expressly granted to Licensee under this License Agreement. All paid licenses are Rights Managed and Rights-Ready Licenses unless Licensee has a custom written agreement with FilmBook.

5. Warranties and Disclaimers

FilmBook does not grant any right or make any warranty with regard to the use of names, people, trademarks, trade dress, logos, designs, and/or art or architecture depicted or contained in the Content. Licensee is solely responsible for determining whether release(s) are required in connection with the proposed use of the Content, and Licensee is solely responsible for obtaining such release(s). Licensee acknowledges that no releases are generally obtained for Content identified as "editorial" or "intended for editorial use" and that some jurisdictions provide legal protection against using a person's image, likeness or property for commercial purposes unless they have provided a release. Licensee also acknowledges that organizers of sports, news and entertainment events sometimes impose contractual restrictions on commercial use of Content captured at their events. Licensee is solely responsible for payment of any amounts that may be due under or to comply with any collective bargaining agreements as a result of Licensee’s use of the Content. License is further responsible for ensuring that Content is not combined with content that belongs to any third party without permission.

FilmBook works hard to be as accurate as possible but errors may occur. FilmBook does not warrant the accuracy of information such as keywords, captions, collections, series, and title of Content, or of any metadata provided with the Content. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, FILMBOOK EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE CONTENT, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS LICENSE AGREEMENT OR THE TERMS OF USE, CONTENT PROVIDED UNDER A COMPLIMENTARY LICENSE IS PROVIDED “AS IS, WHERE IS” WITHOUT ANY WARRANTY.

6. Indemnification/ Limited Liability

FilmBook acts as a conduit to assist Content Suppliers, property owners, rights holders, film crews and production companies to work together. As a Licensee, you agree to release FilmBook from liability for your or Licensee’s use of the Content. Moreover, you hereby indemnify and hold FilmBook, its directors, officers, owners, members, managers, shareholders, employees, agents, licensees, assignees, clients, attorneys, affiliated entities and other representatives harmless from any and all demands, claims, suits, judgments, or other liability including all legal fees and other expenses incurred by FilmBook in connection with any claim arising by reason of your breach or alleged breach of any representation or warranty herein or any agreements related hereto, including but not limited to any agreements between you and Content Supplier, property owner, FilmBook, or any other person or entity.

FILMBOOK WILL NOT BE LIABLE TO YOU, LICENSEE, OR ANY OTHER PERSON OR ENTITY UNDER OR IN CONNECTION WITH THIS LICENSE AGREEMENT FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, LIQUIDATED, SPECIAL, OR EXEMPLARY DAMAGES OR PENALTIES, INCLUDING LOSSES OF BUSINESS, REVENUE, OR ANTICIPATED PROFITS, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER FILMBOOK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7. Cancellation

FilmBook offers the user a Complimentary License for 30 days to determine if the Content will serve its intended purpose before purchase. All purchases are non-refundable. In the event FilmBook or Licensee are notified regarding claims of copyright infringement of a third party’s rights, then Licensee agrees to cease use of the Content until further notice.

8. General Provisions

Authority. If the Licensee is a legal entity, you represent and warrant that you have the right to enter into this legally binding License Agreement and acknowledge and agree to be bound to the terms. If you do not have the right to enter into an agreement on behalf of Licensee, then you do not have the right to purchase a license.

Electronic Notices. Licensee acknowledges and agrees the electronic communication, notices, transfers and/or disclosures between FilmBook and the Licensee satisfy any legal requirement and are binding.

Protection of Data/Content. Licensee agrees to take the necessary steps to protect and prevent a third party from duplicating or distributing the Content or claiming rights to the footage.

Severability and Waiver. If, for whatever reason, a court of competent jurisdiction finds any provisions, terms or condition in this License Agreement to be unenforceable, all other terms and conditions will remain unaffected and in full force and effect. No waiver of any breach of any provision of this License Agreement will constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provisions hereof, and no waiver will be effective unless made in writing and signed by FilmBook.

Conflicting Language. In the event of any inconsistency or conflict between this License Agreement and any other agreement you enter with FilmBook, the terms of this License Agreement shall control with respect to permitted use of the Content.

Notice. All notices required to be sent to FilmBook under this Agreement should be sent via email to legal@filmbook.media. All notices to Licensee will be sent via email to the email address Licensee provided.

Taxes. Licensee agrees to pay and be responsible for any and all sales taxes, use taxes, value added taxes (VAT), withholding taxes, and/or duties imposed by any jurisdiction as a result of the license granted to Licensee, or for the use of the licensed Content

Governing Law and Arbitration. All disputes arising from this agreement shall be negotiated in good faith between the parties. If an amicable resolution is not reached, then the dispute will be governed under the laws of the State of Georgia and per the terms in FilmBook’s Terms of Use under Governing Law, Jurisdiction and Binding Arbitration.

Clearance. Licensee is responsible for obtaining the proper clearance, including use of logos, trademarks, copyrights, and property and model releases. FilmBook will not be liable or responsible for any misuse of the content or infringement of intellectual property, rights, trademarks, or copyrights owned or controlled by any third party.

Disclosure of Changes. Licensee agrees that the information provided regarding Licensee and the project, including, without limitation, the project’s description, distribution, size are true and accurate. In the event the information provided at the time of purchase of the license changes, Licensee will contact FilmBook with the current information. If changes in the scope of the license are required, Licensee agrees to pay any additional fees required.

Audit. Licensee agrees and understands that FilmBook may audit the use of the Content at any time and terminate the license in the event of misuse.

Licensee Representation or Termination. If you are purchasing a license on behalf of another party, then you and the other party are obligated to abide by all the conditions in this License Agreement. This License Agreement will continue to be enforced even if you cease to represent the other party or your employment or relationship with the other party is terminated.

Termination. In the event any misuse is discovered, FilmBook has the right to terminate the license, and, in such case, Licensee must immediately cease the use of the Content and destroy the Content.

Contact

If you have any questions regarding this License Agreement or our Terms of Use, please email us at contact@filmbook.media.