This Agreement (hereinafter referred to as the “Agreement”) is a legally binding contract between you (“Licensee”) and Triune Films LLC (“Licensor”) and governs the non-exclusive limited license granted by the Licensor to the Licensee of certain Visual Effect Assets ordered by the Licensee on the Licensor’s website (the “Works”).
BY ACCEPTING THIS AGREEMENT, BY DOWNLOADING OR USING THE WORKS, YOU AGREE TO THE TERMS OF THIS AGREEMENT ON BEHALF OF LICENSEE, AND YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND LICENSEE TO SUCH TERMS. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THE TERMS OF THIS AGREEMENT, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE WORKS.
1. Grant Of License: Subject to the terms and conditions of this Agreement, the Licensor hereby grants to the Licensee a royalty-free, non-exclusive license (“License”) to download and use the Works in any and all formats and media, whether now existing or hereafter devised, throughout the world, in perpetuity. Any productions produced by Licensee which incorporate the Works are referred to herein as “Licensee Productions”. Licensee shall have the right to edit, rearrange, vary, change, alter, modify and delete from the Works and/or combine them with other materials.
2. License Fee: Licensee shall pay the Licensor the fees set forth in the Licensee’s order form on Licensor’s website.
3. Licensor’s Representations and Warranties: The Licensor hereby represents and warrants that it is the legal owner of the Works (including copyright therein) and warrants and represents that it has the right and power to enter into and perform this Agreement and to grant the rights set forth herein, and that the consent or permission of no other person or entity is necessary in order to enable the Licensee to enjoy full rights to use the Works.
4. Reservation Of Rights: (a) The Licensor is the owner of the Works and notwithstanding the License granted hereby, the Licensor reserves all of the Licensor’s rights in the Works, including copyright interest therein. The Licensor shall at all times, anywhere in the world and whether or not in conflict or competition with the Licensee, have the right to use or authorize others to use the Works in any way the Licensor may choose. Nothing contained herein shall give Licensee any ownership rights in and to the Works. (b) Between Licensor and Licensee, Licensee is the owner of all Licensee Productions.
5. Indemnification: Licensee shall indemnify, defend and hold harmless the Licensor, its legal representatives, and its officers, directors, employees, managers, members, agents, affiliates, and assigns from and against any claims, actions, damages and costs (including any reasonable attorneys’ fees in connection therewith) which Licensor may suffer arising out of a breach of any
of Licensee’s representations, warranties and terms of this Agreement or any exploitation or use of the Works by Licensee.
6. DISCLAIMER: EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, LICENSOR MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS, IMPLIED, OR STATUTORY, AND EACH PARTY SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. THE WORKS ARE PROVIDED BY LICENSOR STRICTLY ON AN “AS IS”, WITH ALL FAULTS, AND “AS AVAILABLE” BASIS.
7. LIMITATION OF LIABILITY: THE CUMULATIVE AGGREGATE LIABILITY OF LICENSOR ARISING OUT OF OR RELATING TO THIS AGREEMENT, FOR ANY CAUSE OF ACTION OF ANY KIND (WHETHER BASED IN BREACH OF CONTRACT, TORT OR OTHER LEGAL THEORY) SHALL BE LIMITED TO THE FEES PAID BY LICENSEE HEREUNDER. UNDER NO CIRCUMSTANCES WILL LICENSOR OR ANY OF ITS AFFILIATES HAVE ANY OBLIGATION OR LIABILITY TO LICENSEE HEREUNDER FOR ANY INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE, CONSEQUENTIAL, OR SPECIAL DAMAGES INCURRED BY LICENSEE (INCLUDING DAMAGES FOR LOST BUSINESS, LOST PROFITS, OR DAMAGES TO BUSINESS REPUTATION), REGARDLESS OF HOW SUCH DAMAGES ARISE AND REGARDLESS OF WHETHER OR NOT LICENSOR WAS ADVISED SUCH DAMAGES MIGHT ARISE. THE PARTIES EXPRESSLY AGREE THAT THE LIMITATIONS AND EXCLUSIONS SET FORTH IN THIS SECTION CONSTITUTE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES, AND SHALL APPLY NOTWITHSTANDING ANY FAILURE OF THE ESSENTIAL PURPOSE OF ANY PARTICULAR PROVISION OF THE AGREEMENT.
8. Miscellaneous Provisions: Either party may assign its rights or obligations under this Agreement without the prior written consent of the other party. This Agreement shall be governed by and construed in accordance with the laws of the State of New York. Licensee agrees to submit to the exclusive jurisdiction of any state or federal court sitting in the Borough of Manhattan, of the City of New York, in any action or proceeding arising out of or relating to this Agreement. This Agreement constitutes the sole and complete agreement between the parties with regard to the License, and supersedes all prior and contemporaneous agreements, proposals, representations, warranties, or promises, written or oral, relating to the subject matter hereof. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect. Each party hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to this Agreement.
BY LICENSING, PAYING FOR AND/OR USING THE WORKS, YOU INDICATE THAT YOU HAVE READ, UNDERSTAND, ACCEPT AND CONSENT TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.