SocialVideos2Go License Agreement
PLEASE READ THIS LICENSE AGREEMENT (THE “AGREEMENT“) CAREFULLY. BY PURCHASING OR USING ANY VIDEOS FROM THE SITE, YOU REPRESENT THAT YOU: (I) HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS AGREEMENT; (II) ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH CLEAR DIGITAL MEDIA, THE OPERATOR OF THE SITE; AND (III) HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT PERSONALLY OR ON BEHALF OF THE COMPANY YOU HAVE NAMED AS THE CUSTOMER, AND TO BIND THAT COMPANY TO THIS AGREEMENT. THE TERM “YOU” REFERS TO THE INDIVIDUAL OR LEGAL ENTITY, AS APPLICABLE, IDENTIFIED AS THE CUSTOMER WHEN YOU REGISTERED ON THE SITE. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, YOU MAY NOT PURCHASE OR USE ANY VIDEOS.
Please note that this Agreement is subject to change by Clear Digital Media in its sole discretion at any time. When changes are made, Clear Digital Media will post a new copy of this Agreement on the Site. Any changes to this Agreement will be effective immediately for any Videos that you have not purchased. Clear Digital Media may require you to provide consent to the updated Agreement in a specified manner before further use of the Site or the Videos are permitted. If you do not agree to any change(s) after receiving a notice of such change(s), you must stop using the Site and the Videos. Otherwise, your continued use of the Site or Videos constitutes your acceptance of such change(s). PLEASE REGULARLY CHECK THE SITE TO VIEW THE THEN-CURRENT AGREEMENT.
1. License. Any download of a Videos is a license, not a sale. Subject to the terms of this Agreement and your compliance with this Agreement, Clear Digital Media hereby grants to you a limited, non-exclusive, non-transferable, worldwide right to use any Videos you purchase solely for use on your social media platforms. The Video is not capable of being downloaded, extracted or accessed by a third party as a stand-alone. As long as you meet the foregoing restriction, you may use the Videos on any social media platform. When we use the phrase “non-transferable”, we mean that except as specifically provided in this Agreement, you may not sell, rent, loan, give, sublicense, or otherwise transfer to anyone, the Videos or the right to use the Videos. Clear Digital Media reserves the right to withdraw Videos from the Site at any time, for any reason.
a. Limitations. The Videos may not be: (i) sold, licensed, or otherwise distributed on a stand-alone basis, as a stock file, or included in any other media or stock product, library, or collection for distribution or resale; (ii) used, in part or in whole, as a trademark or service mark, nor may you claim any proprietary rights of any sort in the Videos, or any part thereof; (iii) made available on a web page or other display as a separate or downloadable reusable file; or (iv) disassembled, decompiled, reverse engineered, translated, or otherwise decoded.
b. Prohibited Uses. (i) You may not use Videos, nor encourage others to use the Videos, in any way that:
1) Is unlawful, tortious, defamatory, vulgar, obscene, libelous, or racially, ethnically or otherwise objectionable; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (iv) is violent or threatening or promotes violence or actions that are threatening to any other person; or (v) promotes illegal or harmful activities;
2) Harms minors in any way;
3) Impersonates any person or entity, including, but not limited to, Clear Digital Media personnel, or falsely state or otherwise misrepresent your affiliation with a person or entity;
4) Makes available any content that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under non-disclosure agreements);
5) Make available any content that infringes the rights of any person or entity, including without limitation, any patent, trademark, trade secret, copyright, privacy, publicity or other proprietary or contractual rights;
6) Intentionally or unintentionally violate any applicable local, state, national or international law or regulation, or any order of a court;
(ii) Additionally, you may not use any Videos that depicts any person therein in a way that a reasonable person might find offensive, which includes, but is not limited to, the use of Videos: 1) in pornography, “adult videos” or the like; 2) in ads for tobacco products; 3) in ads or promotional materials for adult entertainment clubs or similar venues, or for escort, dating or similar services; 4) in connection with political endorsements; 5) in advertisements or promotional materials for pharmaceutical or healthcare, herbal, or medical products or services, including, but not limited to dietary supplements, digestive aids, herbal supplements, personal hygiene, or birth control products; and 6) uses that are defamatory, or contain otherwise unlawful, offensive, or immoral content. You may not use Videos containing the likeness of a person if such use implies that the depicted person engages in any immoral or illegal activity or suffers from a physical or mental infirmity, ailment or condition.
c. Ownership. Clear Digital Media, its licensors and contributors retain all rights, title, and interest in and to the Videos not expressly granted in this License. Such rights are protected by the United States and international copyright laws and international treaty provisions. You may be held legally responsible for any copyright infringement that is caused or encouraged by your failure to abide by the terms of this Agreement. As between you and us, you may own your Derivative Works, provided that we retain ownership in the Stock Files.
d. Editorial Use. In addition to the limitations set forth in Section 1(a) above, to the extent any Videos contain identifiable talent or property, such Videos may be used only for non-commercial and nonpromotional purposes, unless such Videos is designated on the Site, at the time of your download, as “Talent Released” or “Property Released” or both.
2. Fees. You must have a current account on the Site (with either free trial or paid status) to purchase any Videos. Certain Videos have an additional license fee associated with their purchase and use, and you agree to pay all amounts associated with any Videos you agree to purchase and license. You agree 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 you, or of your use of the Videos, pursuant to this Agreement. The country you indicate for subscription shall be considered your country of residence for tax purposes. If you reside in a jurisdiction where the responsibility to collect and assess taxes lies with the recipient of the service, you will appropriately self-assess for such taxes and meet all associated compliance responsibilities. All payments are non-refundable.
3. Limited Non-Infringement Warranty. Provided that you are and remain in full compliance with this Agreement, and subject to the limitations in Section 6(b), Clear Digital Media warrants solely to you that your use of the Videos in accordance with this Agreement and in the form delivered by Clear Digital Media will not infringe on any copyright, moral right, trademark, or other intellectual property right of a third party and will not violate any right of privacy or right of publicity or any United States law (the “Limited Warranty”). The Limited Warranty will not apply: (i) if you have modified such Videos; (ii) for any claims relating to the work in which you incorporated the Video(s); (iii) if you do not use the Videos in accordance with this Agreement; or (iv) to any preview images, keywords, and descriptions associated with such Videos. The Limited Warranty is personal to you and may not be transferred or sold to any third party. You agree to promptly notify us if you know of or have any reason to believe that any Videos infringes the rights of any third party.
4. No Other Warranty. Except for the Limited Warranty: (i) Clear Digital Media makes no representation or warranty of any kind under this Agreement or relating to the Videos, whether express or implied, including any implied warranties of merchantability, fitness for any particular use, quality of image, noninfringement, or compatibility with any computer hardware or other equipment, operating system or software program; (ii) all Videos are accessed at your own risk. Clear Digital Media does not warrant the accuracy of any categorization, keyword, caption, or title of the Videos or the metadata that may be provided therewith. YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY OR PERSON, INCLUDING YOUR COMPUTER SYSTEM AND ANY DEVICE YOU USE TO ACCESS THE SITE OR THE SERVICES AS A RESULT OF PURCHASING ANY VIDEOS.
5. Indemnity and Release. Except to the extent a Claim arises from Clear Digital Media’s breach of the Limited Warranty, you: (i) will indemnify and hold Clear Digital Media, and its subsidiaries, affiliates, officers, directors, agents, partners, and employees (collectively, the ” Clear Digital Media Parties”), harmless from any claim or demand, including reasonable attorney’s fees, arising out of or relating to your use of Videos; and (ii) hereby release the Clear Digital Media Parties and their successors from claims, demands, any and all losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage that is either directly or indirectly related to or arises from any Videos or use thereof. If you are a California resident, you waive California Civil Code 1542, which says: “A general release does not extend to claims which the creditor does not now or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”
6. Limitation of Liability.
b. NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT OR ANY OTHER AGREEMENT BETWEEN YOU AND CLEAR DIGITAL MEDIA, THE MAXIMUM AGGREGATE LIABILITY OF THE CLEAR DIGITAL MEDIA PARTIES FOR ANY AND ALL BREACHES OF THE LIMITED WARRANTY WILL BE LIMITED TO LESSER OF THE ACTUAL, DIRECT DAMAGES SUFFERED BY YOU DIRECTLY ARISING FROM SUCH BREACH AND ONE THOUSAND DOLLARS ($1,000.00). THIS LIMITATION WILL APPLY: (I) REGARDLESS OF THE FILE SIZE OF THE VIDEOS; (II) REGARDLESS OF THE NUMBER OF VIDEOS THAT YOU LICENSE OR USE A VIDEO FROM CLEAR DIGITAL MEDIA; (III) TO ANY AND ALL USES OR EXPLOITATIONS OF THE VIDEOS; AND (IV) ACROSS THIS AGREEMENT AND ANY OTHER AGREEMENT UNDER WHICH YOU HAVE LICENSED SUCH VIDEOS. THIS SECTION 6(B) SETS FORTH YOUR SOLE AND EXCLUSIVE REMEDY, AND CLEAR DIGITAL MEDIA’S SOLE AND EXCLUSIVE LIABILITY FOR ITS BREACH OF THE LIMITED WARRANTY.
c. CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN CLEAR DIGITAL MEDIA AND YOU.
7. Export Control. You may not use, export, import, or transfer the Videos except as authorized by U.S. law, the laws of the jurisdiction in which you obtained the Videos, and any other applicable laws. In particular, but without limitation, the Videos may not be exported or re-exported: (i) into any United States embargoed countries; or (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using the Videos, you represent and warrant that you are not: (a) located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; or (b) listed on any U.S. Government list of prohibited or restricted parties. You also will not use the Videos for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons. You acknowledge and agree that products, services or technology provided by Clear Digital Media are subject to the export control laws and regulations of the United States. You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer Videos, to any country in violation of such laws and regulations.
8. General Provisions. This Agreement constitutes the entire agreement between you and us regarding the use of the Videos. Unless otherwise specified herein: (i) the word “including” means “including but not limited to”; and (ii) any reference to days will mean calendar days. All headings are for convenience only. If you believe that we have not adhered to this Agreement, please contact us by emailing email@example.com so that we will do our best to address your concerns.