Sony Pictures Stock Footage - License Agreement
SONY PICTURES ENTERTAINMENT
STOCK FOOTAGE ADDITIONAL TERMS / LICENSE AGREEMENT
This STOCK FOOTAGE ADDITIONAL TERMS / LICENSE AGREEMENT (“License”) is a set of “Additional Terms” that supplement our Terms of Use that govern your use of this Service, and are incorporated herein by reference. Defined terms in those Terms of Use apply here.
Upon your acceptance hereof, subject to the provisions hereof, Sony Pictures Post Production Services (“Licensor”) hereby grants to you (“Licensee”), without representations or warranties of any kind, a non-exclusive and non-transferable license (except to a parent or corporate affiliate of Licensee) to incorporate the Footage (defined below) one time only (in whole or in part) as a continuous segment in a single audiovisual production (“Production”), which for this purpose means a single episode / installment in the case of multi-part programming, and in no other work or way whatsoever (including without limitation advertising or marketing of the Production), and only for the purposes and in the manner set forth herein. This License and the rights and permissions granted hereunder are not assignable or sublicensable, except that Licensee may, notwithstanding anything to the contrary in Section 13(h) of the Terms of Use, license, assign or otherwise transfer or encumber its rights in the entirety of the Production and, in such event, this Footage license for the licensed use hereunder in that single and complete Production shall transfer therewith; provided, however, that Licensee shall remain responsible and liable to Licensor for all of its obligations hereunder (including, without limitation, indemnity obligations) and for any acts by such assignee(s) or licensee(s) that are inconsistent with Licensee’s obligations hereunder or that otherwise infringe upon Licensor’s rights. This License is conditioned upon Licensee’s payment of the license fees stated in the online transaction (“License Fee”) for the footage specified in that transaction (“Footage”), both as confirmed by us as part of the completion of that transaction via the Service, the payment of additional Service Fees (defined below), and upon Licensee’s full and complete compliance with all of the terms and conditions set forth herein.
1. Licensee will not make any reproduction of or from the Footage whatsoever in whole or in part, except for use as a single use in a continuous linear format in the single Production, and such use shall in no way affect either Licensor’s title in and ownership of the Footage or its licensors’ (herein “Footage Partners”) title in and ownership of the Footage. In that connection, Licensee acknowledges that its use of the Footage will not affect Licensor’s and/or its Footage Partners’ continued and separate ownership of copyright or other rights in the Footage or the motion picture or television program or other works from which the Footage was derived or of which the footage is an outtake, and Licensee represents and warrants that its use of the Footage will not adversely affect Licensor’s and/or its Footage Partners’ copyright ownership or other rights in and to the Footage or such motion picture or television program, outtake, or other work. Licensee represents warrants and agrees that it shall be the copyright proprietor of the Production, that said Production will bear a valid copyright notice and be duly registered for copyright in the United States Copyright Office, and that Licensee shall hold said copyright in trust for Licensor and/or its Footage Partners insofar as the Footage is concerned. Licensor acknowledges that Licensee’s use of the Footage in the Production will not affect Licensee’s continued and separate copyright ownership of the Production so long as Licensee in not in breach of the License.
2. Licensor represents and warrants that it has all authority to enter into this Agreement. Except with respect to Licensor’s aforementioned authority to enter into this Agreement, Licensee acknowledges that, as permitted by applicable law, the Footage is provided on an “AS IS,” “AS AVAILABLE,” and “WITH ALL FAULTS” basis and without any warranties as more fully set forth in Section 10 of the Terms of Use. Without limiting the generality of the foregoing, Licensor has not made and does not hereby make any representations or warranties whatsoever, including any representations or warranties that the Footage, the use thereof, or the materials or performance contained therein, does not infringe upon any personal, civil or property rights, the right of privacy or publicity, or any other right of any person, firm, corporation, entity or association whatsoever in any part of the world.
3. Without limiting the generality of Section 2, Licensee acknowledges that the Footage might contain material subject to third-party rights, including trademark, copyright, moral rights, rights of publicity, guild entitlements, and other property or other rights. Licensee is solely responsible for identifying, assessing, obtaining any additional consents, and/or making any additional payments that might be required for Licensee's use of the Footage, including without limitation to individuals depicted and music rights holders. Licensee represents, warrants, and agrees that (a) it will obtain all required authorizations, consents, and releases, (b) it will pay all fees, residuals, and re-use fees (however denominated), including but not limited to consents from and/or payments to all unions and guilds to the extent required under applicable collective bargaining agreements; and (c) it agrees to defend, indemnify and hold Licensor harmless in all respects with respect thereto.
4. In addition to Licensee’s obligations under Section 3 of this License and Section 13(b) of the Terms of Use, Licensee agrees, at Licensee’s own cost and expense, to indemnify, defend and save Licensor, its parent and affiliated companies, and its Footage Partners harmless from and against any and all loss, costs, damage, liability expense, demands, claims or suits, including counsel fees, (collectively, “Claims”) directly or indirectly resulting from or arising out of the use, possession, distribution, transmission, performance or other exploitation of the Footage and the Production by Licensee, its affiliates, sublicensees and assigns, including, without limiting the generality of the foregoing, compensation or other additional payments which are or may become due by reason of present or future or union or guild agreements arising from Licensor’s and/or its Footage Partners’ consent hereunder or in connection with the use or possession hereunder by Licensee of the Footage. Licensee shall further indemnify, defend and save Licensor, its parent and affiliated companies, and its Footage Partners harmless from and against all Claims directly or indirectly resulting from or arising of the misuse, unauthorized use, misappropriation or loss of the Footage by Licensee, its affiliates, sublicensees and assigns.
5. Notwithstanding anything to the contrary herein, in no event will Licensor be liable to the other party for any indirect, special, incidental, consequential, non-contractual or punitive damages, including loss of profit or goodwill, for any matter arising out of or relating to this License, whether such liability is asserted on the basis of contract, tort or otherwise.
6. If, for any reason, the Footage comes into the possession of any unauthorized person, firm or corporation while in Licensee’s custody and control, Licensee shall make reasonable efforts to recover the unauthorized Footage and to recover on Licensor’s behalf any damages sustained by Licensor by reason of the use thereof. If, after Licensor requests that Licensee take action to recover the unauthorized Footage and Licensee fails to take such action promptly, Licensor may commence such proceedings as it deems fit in order to recover the Footage. Licensee shall reimburse Licensor for all reasonable costs and damages including reasonable attorney’s fees of such proceedings and, in any event, Licensee shall pay Licensor the amount of any actual direct and reasonable costs of recovery of the Footage. Licensee shall pay Licensor the amount of any costs of damages sustained by Licensor and/or its Footage Partners as a result of the unauthorized use of the Footage. Notwithstanding anything to the contrary herein, Licensee will not enter into any settlement or agreement without Licensor’s prior written consent.
7. Licensee agrees, upon request from Licensor, to provide Licensor with a Film or Video representation of the Production for verification of Footage used.
8. Licensee is under no obligation to use the Footage in the Production. If Licensee elects not to use the Footage in the Production, all License Fees as well as Service Fees remain due in full. No refunds or credit will be given for any reason, including non-use.
9. When incorporating the Footage in print, film features, broadcast productions, or video products, Licensor requests but does not require a credit line that reads “Footage provided by Sony Pictures Stock Footage” or “Sony Pictures Stock Footage.”
10. If Licensee breaches any of the terms and conditions of this License and such breach remains uncured for a period of fifteen (15) days following Licensee’s receipt of written notice thereof, the license, rights and permissions granted to Licensee hereunder shall automatically terminate and be deemed null and void.
11. Without limitation, the following Sections of the Terms of Use apply hereto and limit Licensee’s rights and remedies and Licensor’s liability: Section 9 (Disputes and Dispute Resolution) (including mandatory arbitration, waiver or jury and class action rights, application of California, USA law, etc.) and Section 11 (Limitations of our Liability); provided, in the event of a conflict between this License and such Sections of the Terms of Use, this License shall supersede.
12. This Agreement shall be governed by the internal laws of the State of California without regard to the choice of law principles thereof. All actions or proceedings arising in connection with, touching upon or relating to this Agreement, the breach thereof and/or the scope of the provisions of this Paragraph shall be submitted to JAMS (“JAMS”) for final and binding arbitration under its Comprehensive Arbitration Rules and Procedures if the matter in dispute is over $250,000 or under its Streamlined Arbitration Rules and Procedures if the matter in dispute is $250,000 or less, to be held in Los Angeles County, California, before a single arbitrator who shall be a retired judge, in accordance with California Code of Civil Procedure §§ 1280 et seq. The arbitrator shall be selected by mutual agreement of the parties or, if the parties cannot agree, then by striking from a list of arbitrators supplied by JAMS. The arbitration shall be a confidential proceeding, closed to the general public. The arbitrator shall assess the cost of the arbitration against the losing party. In addition, the prevailing party in any arbitration or legal proceeding relating to this Agreement shall be entitled to all reasonable expenses (including, without limitation, reasonable attorney’s fees). Notwithstanding the foregoing, the arbitrator may require that such fees be borne in such other manner as the arbitrator determines is required in order for this arbitration clause to be enforceable under applicable law. The arbitrator shall issue a written opinion stating the essential findings and conclusions upon which the arbitrator’s award is based. The arbitrator shall have the power to enter temporary restraining orders and preliminary and permanent injunctions. Neither party shall be entitled or permitted to commence or maintain any action in a court of law with respect to any matter in dispute until such matter shall have been submitted to arbitration as herein provided and then only for the enforcement of the arbitrator’s award; provided, however, that prior to the appointment of the arbitrator or for remedies beyond the jurisdiction of an arbitrator, at any time, either party may seek pendente lite relief in a court of competent jurisdiction in Los Angeles County, California. Notwithstanding anything to the contrary herein, Licensee hereby irrevocably waives any right or remedy to seek and/or obtain injunctive or other equitable relief or any order with respect to, and/or to enjoin or restrain or otherwise impair in any manner, the production, distribution, exhibition or other exploitation of any motion picture, production or project related to Licensor, its parents, subsidiaries and affiliates, or the use, publication or dissemination of any advertising in connection with such motion picture, production or project. THE PARTIES HEREBY WAIVE THEIR RIGHT TO JURY TRIALS WITH RESPECT TO ALL CLAIMS AND ISSUES ARISING UNDER, IN CONNECTION WITH, TOUCHING UPON OR RELATING TO THIS AGREEMENT, THE BREACH THEREOF AND/OR THE SCOPE OF THE PROVISIONS OF THIS SECTION, WHETHER SOUNDING IN CONTRACT OR TORT, AND INCLUDING ANY CLAIM FOR FRAUDULENT INDUCEMENT THEREOF.
13. This License contains the entire understanding between the parties regarding the subject matter contained herein and cannot be changed or terminated unless agreed to in a writing signed by both parties.