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| | FPS Footage License Agreement View All Discs by FPS Footage FPS Footage Inc. Royalty Free End User License Agreement
IMPORTANT - READ CAREFULLY: This FPS Footage Inc. End-User License Agreement ("EULA") is a legal agreement between you (either an individual or a single entity) and FPS Footage Inc. ("FPS") for limited use of images, illustrations, photographs, digital animation, video or other visual representations recorded on video tape or in digital format that are obtained from the Licensor ("Digital Images") either through the FPS website at www.fps.tv (the "Website"), or through an FPS CD-ROM, DVD-ROM or other storage device (collectively, the "Storage Devices").
This is a license, not a sale. The Digital Images are provided under the terms of the following license agreement that states what you may and may not do with the Digital Images and contains limitations on warranties and remedies.
By downloading any Digital Image from the Website or using any Digital Image on a Storage Device, you agree to be bound by the terms of this EULA. If you do not agree to the terms of this EULA, and you have not downloaded or used any Digital Image, click on the "BACK" button on your Internet browser or promptly return the Storage Device and all accompanying materials for a refund.
PERMITTED USES
Subject to the terms and conditions of this EULA, FPS grants to you a non-exclusive, non-transferable license to use any Digital Image for the following permitted uses only. You may:
Make modifications or derivative works of any Digital Images ("Derivative Works"), though your right to create Derivative Works may be subject to applicable worldwide moral rights and similar authors and artists rights;
Use the Digital Image(s) or Derivative Work(s) in any of the following works (which must have substantial value added by you): advertising or promotional materials, broadcast media (video, television, motion picture), on-line and electronic distribution systems, including websites, publications, for-sale products and materials for personal, non-commercial use;
Provide a temporary copy to others of those Digital Images and Derivative Works which are an integral part of your work product and reasonably required to produce a finished product in the normal course of your workflow; and
Make one copy of a Digital Image for backup or archival purposes, which copy may only be used if the original Digital Image becomes defective, is destroyed or irretrievably lost.
PROHIBITED USES
You may not do anything with the Digital Images that is not expressly permitted. In addition, you may not:
Allow more than one specific user to use the Digital Images on more than one individual work station;
Post or make available the Digital Images in a disc library, storage jukebox, network configuration or similar arrangement;
Use any backup or archival copy of a Digital Image for any purpose other than to replace an original copy if it becomes defective, is destroyed or irretrievably lost;
Use or permit the use of the Digital Images, or any part thereof, in or in association with fraudulent, embarrassing, insensitive, pornographic, defamatory, offensive, infringing, or illegal material;
Use or permit the use of the Digital Images, or any part thereof, as a trade-mark or service mark, or claim any proprietary rights of any sort in the Digital Images, or any part thereof;
Sell, sublicense, distribute or otherwise grant rights or make available for use by others all or a portion of the Digital Images or Derivative Work(s) in form or formats designed or intended for re-use of the Digital Image(s) or Derivative Work(s); or
Make some or all of the Digital Images available as a separate or downloadable reusable file.
ADDITIONAL USERS.
As a registered user of Digital Image(s), you are eligible to acquire a license extension from FPS that allows you to use the Digital Images on more computers than authorized above, subject to the terms of a separate license agreement. Please contact FPS' support centre for pricing and additional information at 403.263.3306 or at info@fps.tv.
OWNERSHIP.
FPS and its suppliers are owners of all right, title and interest in and to the Digital Images, including without limitation all copyrights therein. No interest or intellectual property right to any Digital Images is transferred to you. FPS retains and reserves all rights not expressly granted hereunder.
TRANSFER.
You may not rent, lease, sublicense or lend a Digital Image, or a copy thereof, to another person or legal entity that is not also a licensee. You may, however, transfer all your rights to use the Digital Image to another person or legal entity, provided that (i) you transfer all components of the Digital Image and this license, including all copies, updates and prior versions, (except work product incorporated into finished product as permitted under this license), to such person or entity, (ii) that you retain no copies, including copies stored on a computer or other storage device, and (iii) the receiving party agrees to be bound by the terms and conditions of this EULA.
TERMINATION.
The license contained in this EULA shall terminate automatically without notice from FPS if you fail to comply with any provision of this EULA. Upon termination, FPS shall have no further obligation whatsoever to you, and you acknowledge and agree that you shall (i) immediately stop using the Digital Images; (ii) return the Digital Images and all copies thereof to FPS; and (iii) delete the Digital Images from and all copies from all magnetic media and destroy all other copies.
LIMITED WARRANTY.
TO THE EXTENT PERMITTED BY LAW, FPS AND ITS SUPPLIERS EXPRESSLY DISCLAIM ALL EXPRESS WARRANTIES NOT STATED HERE AND ALL IMPLIED WARRANTIES AND CONDITIONS, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR ANY PARTICULAR PURPOSE.
LIMITATION OF LIABILITY.
FPS warrants the Digital Images and Storage Devices to be free from defects in workmanship and material for 90 days from delivery. The sole and exclusive remedy for a breach of the foregoing warranty is, at FPS' sole option, the replacement of the Digital Image with a Digital Image that conforms to the foregoing warranty. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT WILL FPS OR ITS SUPPLIERS BE LIABLE TO YOU FOR ANY DAMAGES, INCLUDING WITHOUT LIMITATION ANY GENERAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, AGGRAVATED OR SPECIAL DAMAGES ARISING OUT OF THIS EULA OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY LOST PROFITS OR LOST SAVINGS, EVEN IF A FPS REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY.
To the extent permitted by law, our maximum aggregate liability to you, and that of our dealers and suppliers, shall not exceed the amount paid for the offending image. The limitations imposed by this paragraph shall apply whether or not the alleged breach or default is a breach of a fundamental condition or term. Some states or jurisdictions do not allow the exclusion or limitation of incidental, consequential or special damages, so the above limitations may not apply to you.
INDEMNIFICATION.
You shall defend, indemnify and hold harmless FPS, its suppliers and affiliates, and their respective officers, agents, employees, successors and assigns from and against any and all liability, damages and loss, costs and expenses (including without limitation reasonable attorney's fees) arising from or related in any way to the Digital Images and/or your breach of this EULA.
INJUNCTIVE RELIEF.
You agree that any breach or threatened breach of your obligations with respect to FPS' or its suppliers' proprietary or intellectual property rights hereunder shall result in irreparable harm to FPS and its' suppliers for which monetary damages are inadequate and you therefore agree that FPS and its suppliers are entitled to immediate injunctive relief, without the requirement of posting a bond, in addition to any other relief that a court may deem proper.
GOVERNING LAW AND DISPUTE RESOLUTION
This EULA will be governed by the laws in force in the Province of Alberta, Canada, excluding the application of its conflicts of law rules. All disputes between the parties arising under this EULA shall be finally decided through binding arbitration held in Calgary, Alberta, by a single arbitrator pursuant to the Arbitration Act (Alberta), and any judgment on any arbitration award may be entered in any court having jurisdiction over the parties or their assets. Notwithstanding the foregoing, any claim or controversy related to FPS' and/or its' suppliers proprietary or intellectual property rights under this EULA shall, at FPS' sole option, not be determined by arbitration but by the Alberta Court of Queen's Bench or the Federal Court of Canada (as permitted by law) in Calgary, Alberta.
This EULA will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.
GENERAL PROVISIONS.
This EULA contains the entire agreement between the parties and supersedes all prior or contemporaneous agreements or understandings, whether written or oral. If any part of this EULA is found void and unenforceable, it will not affect the validity of the balance of the EULA, which shall remain valid and enforceable according to its terms.
You agree that the Digital Images will not be shipped, transferred or exported into any country or used in any manner prohibited by the United States Export Administration Act or any other applicable U.S. or other jurisdiction's export laws, restrictions or regulations. This license shall automatically terminate upon failure by you to comply with its terms. This EULA may only be modified in writing signed by an authorized officer of FPS.
If you downloaded the Digital Images or acquired the Storage Device in Canada, you agree to the following: The parties hereto have expressly required that the present agreement be drawn up in the English language. / Les parties aux présentes ont expressement éxige que la présente convention soient rédigées en langue anglaise.
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