Terms and Conditions

Overflightstock FOOTAGE License Agreement for TV FILM

This License Agreement is collectively governed by the following terms and conditions and the Content specific Invoice (“Invoice”) collectively, the “Agreement”. This Agreement governs access and use of all material, images and footage (collectively, “Content”) available from Overflightstock Ltd. ("Licensor"). By obtaining, using or paying for any Content from Licensor, Licensee agrees to be bound by and comply with all of the terms of the Agreement.

1. Definitions
1 a) “Invoice" means the agreement provided by Licensor that includes among other terms, the permitted scope of use of the licensed Content, any limitations on the use of the Content, and the fee that corresponds to the use. The Invoice shall be incorporated into this Agreement and all references to the Agreement shall include the Invoice.
1 b) “Production” means the final work product created with the Content as authorized hereunder.
2. Grant of License

2.1 Generally: Any and all Licenses granted by Licensor are conditioned upon Licensee’s compliance with all material provisions of this Agreement, including without limitation Licensor's receipt of full payment of the applicable Invoice. Licensor reserves all rights not specifically granted in this Agreement, provided however, that Licensor's sole and exclusive remedy for Licensee's breach, termination or cancellation of this Agreement shall be limited to an action at law for damages and Licensor hereby waives its rights to seek injunctive or other equitable relief and at no time shall Licensee be required to remove the Content from Licensee's Production.

2.2 Who May Use the Content: The Licenses granted are limited and Licensee may not sell, rent, loan, give, sublicense or otherwise transfer the Content or any right to use the Content except as may otherwise be specifically stated herein or on the applicable Invoice, and insofar as the Content has been incorporated into the permitted Production. Licensee may assign its rights in this license to the producer(s), distributor(s) or any purchaser(s) or assignee(s) of the Production, solely for the purpose of creating and/or enabling use of the Production as provided herein, provided that each such employee or contractor has agreed to comply with the terms hereof, and further provided that Licensee remains liable for breach of the terms of this Agreement by such producer(s), distributor(s) or any purchaser(s) or assignee(s).

2.3 Rights Managed License Terms: Subject to the terms and conditions of this Agreement, Licensor grants Licensee a limited, non-exclusive, perpetual and worldwide right to incorporate the Rights Managed Content licensed hereunder in the Production solely as specified in the Invoice. Licensee may distribute, publish, display or otherwise exploit the Production containing the Content in the manner as specified on the applicable Invoice in all media now known or hereafter devised in perpetuity throughout the world.

2.4 Comps License Terms: Subject to the terms and conditions of this Agreement, Licensor grants Licensee the right to use the Content prior to purchase of such Content solely for Licensee’s evaluation to determine whether Licensee intends to obtain an applicable license for the Content. No other use is allowed. Such temporary Content licenses shall automatically expire sixty (60) days from the date of download. Licensee may not store, copy, distribute, publish, display or otherwise use in any way the Content upon the expiration of the temporary Content license unless Licensee has purchased the Content for use from Licensor as allowed herein.

3. Ownership and Intellectual Property: All other rights to the Content, including, without limitation, copyright, are reserved to Licensor and the copyright holder. Except as expressly stated herein, this Agreement does not and is not intended to confer rights or remedies upon any person other than the parties. Licensor and its Content sources retain all right, title, and interest in and to all of the copyrights and any other proprietary rights in the Content. No rights in any Content are granted except the Licenses specified in this Agreement. Any right, title or interest arising in any compilation or derivative work created using any Content shall not entitle Licensee to use any Content except as permitted hereunder. For the avoidance of doubt, the parties acknowledge and agree that Licensor shall be the sole owner of all right, title and interest in and to the Content, and Licensee shall be the sole owner of all right, title and interest in the Production.

4. Restrictions on Use: Content may not be used as a trademark or logo, for use as pornography, unlawful purpose or use, in a manner that defames any person, or violates any person’s right of privacy, publicity or moral rights, or infringes upon any copyright, trade name or trademark.

5. Credit Line: Licensee shall give a screen credit to Licensor for any Content used in the Production substantially in the form “[Footage/Images supplied by Overflightstock]". Such screen credit shall be equal in size and placement to credit(s) accorded to licensors of any other audiovisual material used in the Production.

6. Releases and Clearances: No model, property or other releases exist with respect to any Content unless the existence of such release is specified in writing by Licensor. Property and people depicted in the Content may be subject to third party copyrights, trademarks, rights of publicity, moral rights, property rights or other rights belonging to another party. Licensee is responsible for determining whether Licensee’s use of any Content requires the consent of any third party or the license of any third party rights. Property Release does not include any permission for any intellectual property depicted in the Content.


7. Warranties and Disclaimers: Licensor warrants that: (i) it has all necessary rights and authority to enter into and perform this Agreement and grant the rights to Licensee hereunder; (ii) the consent of no other person or entity is required to enable Licensee to use the licensed Content as described herein (except as stated in Section 6) and such use will not violate the rights of any third parties; (iii) the Content will be free from defects in material and workmanship (Licensee's sole and exclusive remedy for a breach of this warranty being the replacement of the Content or a refund of the original license fee). (iv) while Licensor makes efforts to use accurate caption information, Licensor does not warrant that such information is accurate. (v) Licensor provides Licensee with its online system on an “as is” basis without warranty of any kind, including warranty of continued access or availability or against interruption of service.

Limitation of Liability

LICENSOR MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE CONTENT, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY OR ANY OTHER PERSON OR ENTITY FOR ANY GENERAL, PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES, OR LOST PROFITS, EXCEPT TO THE EXTENT OF EACH PARTY’S INDEMNITY OBLIGATIONS HEREUNDER. LICENSOR'S MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH LICENSEE'S USE OF OR INABILITY TO USE THE IMAGE/FOOTAGE (WHETHER IN CONTRACT, TORT OR OTHERWISE) SHALL, TO THE EXTENT PERMITTED BY LAW, BE LIMITED TO THE VALUE OF THE LICENSE PAID BY THE LICENSEE FOR THE USE OF THE CONTENT.

THE REPRESENTATIONS AND WARRANTIES MADE BY LICENSOR IN THIS AGREEMENT APPLY ONLY TO THE CONTENT AS DELIVERED BY LICENSOR AND WILL BE INVALID IF THE CONTENT IS USED BY LICENSEE IN ANY MANNER NOT SPECIFICALLY AUTHORIZED IN THIS AGREEMENT, OR IF LICENSEE IS OTHERWISE IN BREACH OF THIS AGREEMENT, FOLLOWING NOTICE AND A REASONABLE OPPORTUNITY TO CURE. LICENSOR SHALL NOT BE LIABLE FOR ANY DAMAGES, COSTS OR LOSSES SOLELY TO THE EXTENT RESULTING FROM MODIFICATIONS MADE TO THE CONTENT BY LICENSEE OR THE CONTEXT IN WHICH CONTENT IS USED BY LICENSEE.

8. Indemnity

8.1 Licensor Indemnity: Licensor shall defend, indemnify and hold harmless Licensee, its parent, subsidiaries and commonly owned or controlled affiliates and their respective officers, directors, agents, assigns, and employees from any and all claims, damages, liabilities, cost and expenses (including attorney fees), arising out of Licensor’s breach or alleged breach of any of the provisions of this Agreement and/or any representations and warranties made by Licensor.

8.2 Licensee Indemnity: Licensee agrees to defend, indemnify and hold Licensor and its parent, subsidiaries and commonly owned or controlled affiliates and their respective officers, directors and employees harmless from all damages, liabilities and expenses (including reasonable attorneys' fees and costs), arising out of or as a result of claims by third parties relating to Licensee's use of any Content outside the scope of this Agreement or any other breach by Licensee of this Agreement.

8.3 Notification: The party seeking indemnification shall promptly notify the other party of such claim.

9. Cancellation and Payment Terms: No license is granted until full payment of Licensor's Invoice is received. Unless credit arrangements are made, all payments will be required in full prior to downloading. All licenses are final; no refunds or credits will be allowed unless Licensee cancels any License within seven (7) days from the date of the Invoice, Licensee will be charged a one hundred fifty (US$150) dollar transaction fee per item of Content. If the cancellation notice is received more than seven (7) days, but less than thirty (30) days after the Invoice date, a cancellation fee equal to fifty percent (50%) of the amount of the Invoice will be charged. After thirty (30) days, no cancellations will be accepted and Licensee is responsible for and must pay the full amount of the Invoice. For any cancellations, Licensee must also pay any and all applicable service charges, production fees, processing and handling fees and shipping fees related to the cancelled Invoice. All licenses applicable to the cancellation shall immediately terminate upon cancellation. All cancellations are final.

10. Severability: If one or more of the provisions contained in the Agreement is found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected.

11. Choice of Law - Jurisdiction: This Agreement, any claim, controversy or dispute arising under or related to this Agreement, the relationship of the parties and the interpretation and enforcement of the rights and duties of the parties will be governed by the laws of the State of New York, and the parties agree to accept the exclusive jurisdiction of the state and federal courts located in New York, New York, regardless of conflicts of law principles. The United Nations Convention on Contracts for the International Sale of Goods does not govern this Agreement. In any dispute between Licensor and Licensee for breach of this Agreement the prevailing party shall be entitled to recover its reasonable attorneys’ fees.

12. Waiver: No action of Licensor, other than express written waiver, may be construed as a waiver of any provision of this Agreement.

13. Confidentiality: During this Agreement, one party (“Disclosing Party”) may provide the other (“Receiving Party”) with certain pricing, technical, marketing and other confidential information. The Receiving Party agrees to maintain the confidentiality of any Confidential Information and shall not use or disclose the same without the prior written consent of Disclosing Party. “Confidential information” includes any information that is either designated as confidential by Disclosing Party or that, under the circumstances surrounding the disclosure, ought in good faith to be treated as confidential.

14. Entire Agreement: This Agreement contains all the terms of the License Agreement and no terms or conditions may be added or deleted unless made in writing and signed by an authorized representative of both parties. In the event of any inconsistency between the terms contained herein and the terms contained on any purchase order or other writing sent by Licensee, the terms of this Agreement shall govern.