Rocketclips End User License Agreement

THIS IS A LEGAL AGREEMENT BETWEEN LICENSEE AND ROCKETCLIPS, INC. (Rocketclips). THIS AGREEMENT APPLIES TO LICENSES ISSUED VIA THE WEB AND VIA SALES REPRESENTATIVES, AND IS APPLICABLE TO ONLINE, DIGITAL AND ANALOGUE (PHYSICAL) DELIVERY OF STOCK FILES (THE "AGREEMENT").

1. Definitions. In this Agreement the following definitions apply:
1.1 "Invoice" means the computer-generated and e-mail delivered standard form invoice provided by Rocketclips or an authorized distributor that may include, without limitation, the Stock Files selected, any limitations on the license in addition to those specified herein and the corresponding price for the license of such Stock Files. The Invoice shall be incorporated into this Agreement and all references to the Agreement shall include the Invoice.
1.2 "Stock Files" means any still image, film or video footage, visual representation generated optically, electronically, digitally or by any other means, including original digital files or any Reproductions thereof, or any other product protected by copyright, trademark, patent or other intellectual property right, which is licensed to Licensee by Rocketclips under the terms of this Agreement. Any reference in this Agreement to the Stock Files shall be to each individual item within the Stock Files and also to the Stock Files as a whole.
1.3 "Licensee" means the person or entity purchasing a license hereunder.
1.4 "Reproduction" and "Reproduce" mean any form of copying or publication of the whole or part of any Stock Files, via any medium by whatever means, and the distortion, alteration, cropping or manipulation of the whole or any part of the Stock Files and the creation of any derivative work from the Stock Files.
1.5 "User" means any employee or subcontractor of Licensee who: (i) downloads, manipulates, edits, modifies or saves the digital file containing the Stock Files; (ii) is otherwise directly involved in the creative process utilizing the Stock Files; or (iii) incorporates the Stock Files within any derivative work.

2. Grant of Rights. Subject to the terms of this Agreement:
2.1 Rocketclips grants to Licensee a perpetual, non-exclusive, non-transferable, non-sublicensable, worldwide right to Reproduce the Stock Files identified in the Invoice an unlimited number of times in any and all media for all purposes other than those uses prohibited under Section 3 of this Agreement.
2.2 Licensee may have the Stock Files Reproduced by subcontractors of Licensee for preparation of a final product, provided that such subcontractors agree to abide by the provisions of this Agreement.
2.3 Licensee may store the Stock Files in a digital library, network configuration or similar arrangement to allow the Stock Files to be viewed by employees, partners and clients of Licensee, so long as there are no more than ten (10) Users. Licensee must purchase additional seat licenses if there are more than ten (10) Users before such additional use begins.

3. Restrictions.
3.1 Licensee may not sublicense, sell, assign, convey or transfer this Agreement or any of its rights under this Agreement.
3.2 Licensee may not: (i) make the Stock Files available (separate from the end product into which it is incorporated) in any medium accessible by persons other than authorized Users; (ii) sell, license or distribute any end product containing the Stock Files in a way that is intended to allow or invite a third party to download, extract or access the Stock Files as a standalone file; (iii) include the Stock Files in any template, electronic or otherwise, intended to be Reproduced by third parties including, without limitation, broadcast commercial templates, website templates, flash templates, electronic greeting cards or cellular telephone ring tones; or (iv) use or display the Stock Files on websites or in any other medium designed to induce or involving the sale, license or other distribution of "on demand" products, including, without limitation, broadcast commercial templates, website templates, flash templates, electronic greeting cards or cellular telephone ring tones.
3.3 Licensee may not falsely represent, expressly or impliedly, that Licensee is the original creator of a work that is a stand-alone pictorial, graphic or sculptural work or motion picture or other visual work that derives a substantial part of its artistic components from the Stock Files.
3.4 The Stock Files shall not be incorporated into a logo, trademark or service mark.
3.5 The Stock Files may not be modified, reconfigured or repurposed for use in any mobile-directed web sites or mobile applications that are specifically created for viewing of Stock Files on mobile devices.
3.6 If any Stock Files featuring a model or property are used in connection with a subject that would be unflattering or unduly controversial to a reasonable person, Licensee must accompany each such use with a statement that indicates that: (i) the Stock Files are being used for illustrative purposes only; and (ii) any person depicted in the Stock Files, if any, is a model.
3.7 Pornographic, defamatory or otherwise unlawful use of Licensed Material is strictly prohibited, whether directly or in context or juxtaposition with specific subject matter.
3.8 Stock Files shall not be used contrary to any restriction on use provided to Licensee, including, without limitation, any restriction provided to Licensee prior to or at the time the Stock Files are delivered to Licensee. Such restrictions may be included either in the information provided with the Stock Files on Rocketclips website or in any other written communication from Rocketclips. Any such restriction provided to Licensee shall be incorporated into this Agreement.
3.9 If the Stock Files are Reproduced in an editorial manner, Licensee must include the following credit adjacent to the Licensed Material: "Rocketclips, Inc." or as otherwise notified by Rocketclips.
3.10 Where technically feasible, a screen credit, equal in size and placement to like footage in the media, must be provided for any video footage Stock Files used in a feature film, broadcast television or cable production and must read: "Footage supplied by Rocketclips, Inc".
3.11 While efforts have been made to correctly caption the subject matter of the Stock Files, Rocketclips does not warrant the accuracy of such information.

4. Fees and Payments: In exchange for Licensee's usage of Rocketclips’ Stock Files as provided hereunder, Licensee agree to pay to Rocketclips a non-refundable license fee in advance in the amount most recently quoted by Rocketclips for each Stock File that Licensee receives or downloads.

5. Copyright: Rocketclips, it Licensors and Contributors retain all right, title, and interest in and to the Stock Files not expressly granted by the Grant of License above. Such rights are protected by the United States and International Copyright laws and international treaty provisions. Licensee may not use the Rocketclips name or the names of any licensors or contributors except as a credit or copyright notice with the Stock Files in accordance with any usage guidelines specified by Rocketclips from time to time. Licensee may be held legally responsible for any copyright infringement that is caused or encouraged by Licensee's failure to abide by the terms of this agreement.

6. No Warranty: Rocketclips makes no representation or warranty with respect to the use of names, trademarks, logos, registered or copyrighted designs or works of art depicted in any Stock File, and Licensee must satisfy themselves that all necessary rights, model releases, consents or permissions as may be required for Licensee's intended usage are secured. All Rocketclips’ Stock Files are provided "as is". Rocketclips makes no representation or warranty either express or implied including but not limited to any implied warranties of merchantability, fitness for any particular use, quality of image, or compatibility with any computer hardware or other equipment, operating system or software program. Neither Rocketclips nor any of its directors, officers, employees, subsidiaries, affiliates, or agents shall be liable for any damages, whether direct, incidental, or consequential, or other damages arising out of the use of, or the inability to use, the Stock Files.

7. Remedy: Rocketclips’ limitation of liability and Licensee's sole remedy under the foregoing warranty, is a replacement of the Stock File(s).

8. Limitation of Liability: Under no circumstances will Rocketclips be liable for any damages whatsoever (including, without limitation, damages for loss of business profits, business interruption, loss of business information, or other pecuniary loss) arising out of A) the use of or inability to use the Stock Files or B) the inability to obtain additional rights to the images (including making additional copies) even if Rocketclips has been advised of the possibility of such damages. In any event, the limit of liability of the copyright owner of the Stock File, their representative, and Rocketclips, shall be the fee paid for the Stock File to Rocketclips.

9. Copyright Protection: Each reproduction of a Stock File must bear a credit line ©Rocketclips or the work in which the content appears must be copyright protected. Rocketclips shall have the exclusive right to pursue any copyright infringement without regard to the rights granted. All digital copies of Stock Files must include the copyright symbol, Rocketclips’ Name, and Rocketclips’ Image Identification Number as part of the electronic file.

10. Termination: The license contained in this Agreement will terminate automatically without notice from Rocketclips if Licensee fails to comply with any provision of the Agreement. Upon termination, Licensee must immediately 1) stop using the Rocketclips Stock File(s) 2) return the Rocketclips Stock File(s) and all copies of it to Rocketclips 3) delete the Rocketclips Stock File(s) and all copies from all magnetic and digital media, and destroy all other copies. Licensee's indemnity and payment obligations and Rocketclips’ rights in conjunction with those obligations shall survive any termination or expiration of this Agreement. The provisions of this paragraph are in addition to any other remedies and rights Rocketclips may have as a result of any breach of this Agreement. Neither party will be entitled to damages as a result of termination of this Agreement as provided herein.

11. Injunctive Relief: Licensee agrees that any breach of Licensee's obligations with respect to Rocketclips’ proprietary or intellectual property rights will result in irreparable injury to Rocketclips for which money damages are inadequate and Licensee therefore agrees that Rocketclips is entitled to injunctive relief in addition to any other relief that a court may deem proper.

12. Integration: Rocketclips reserves the right to pursue any claim or controversy relating to intellectual property rights, not by arbitration, but by a court located in the State of California. In the event that either a court of competent jurisdiction directs us to go to court, or the matter involves copyright, Licensee agrees to fully reimburse Rocketclips for its reasonable legal fees, costs, and disbursements if Rocketclips is successful in the suit. We both designate the United States District Court for the Central District of, California as the jurisdiction for Federal suits, and the Los Angeles Superior Court as the jurisdiction for State suits. Rocketclips reserves the right to seek an injunction to prevent breach of Licensee's obligation to Rocketclips' intellectual property rights.

13. General Provisions: If any provision of this Agreement is found illegal or unenforceable, the legality and enforceability of the other provisions of the Agreement will not be affected. Licensee's use of the Stock File(s) must be in compliance with all applicable law, including but not limited to, laws and regulations relating to export, currency, and the law of moral rights. This license will expressly not be governed by the United Nations Convention on Contracts for the International Sale of Goods. No license for usage of Rocketclips' Products is granted until payment in full for the Product has been received by Rocketclips. No failure of either party to exercise or enforce any of its rights hereunder will serve as a waiver of such rights. This Agreement shall be governed in all respects by the laws of the State of California, excluding its' body of law relating to conflicts of law, and excluding the issue of copyright, including its validity, interpretation, performance, breach, or other matter. Any and all disputes arising under this agreement, with the above exceptions, shall be settled by arbitration pursuant to the rules of the American Arbitration Association. Judgment upon any arbitration award may be entered in the highest court having jurisdiction as provided herein. Rocketclips reserves the right to withdraw Stock Files from use at any time, for any reason, and Licensee agrees to destroy any such file and discontinue the use of any Stock Files, Clips, and/or images that have been withdrawn from circulation by Rocketclips.