Licence agreement - First Light Rights Managed
FIRST LIGHT RIGHTS-MANAGED END-USER LICENSE AGREEMENT (EULA)
If you are entering into this agreement on behalf of your employer, the license granted and restrictions and limitations recited herein apply to your employer and to you as a representative of your employer.
1. Grant of License and Payment
You agree not to reproduce or use the image(s) in any manner whatsoever including but not limited to layouts, "comps", color separations or your final product (ad, magazine layout, etc.) until you first negotiate a use fee and pay our invoice for the uses you require. (Low resolution images, including Thumbnails and Previews, may be used in materials for Test or Sample use ONLY, including Comps and Layouts.)
No rights are granted until payment is made in full to LICENSOR, even though you have received an INVOICE & USE RIGHTS LICENSE. The INVOICE & USE RIGHTS LICENSE we grant is only to you and cannot be assigned or transferred without our proper written consent. Your use of an image is strictly limited to the parameters established on our INVOICE & USE RIGHTS LICENSE under "Use Rights Granted". Any use beyond those specified under "Use Rights Granted" is a violation of copyright law. Should you fail to pay our invoice, we will contact your end client to notify them they are in violation of the copyright law and proceed with legal proceedings. In the event material LICENSOR is published or used in any way without first obtaining a proper INVOICE & USE RIGHTS LICENSE for that use, LICENSOR may seek damages against you and/or the end user of the material for copyright infringement. At its option LICENSOR may issue a retroactive use license for material used without proper license in place prior to use. Unless specifically stated under "Use Rights Granted", licenses do not include any form of electronic reproduction of the image. Image may not be used in rereleases, additional press runs, a longer period of time than specified, subsequent or collective editions without first obtaining additional use rights.
2. Restrictions as to Use of Image(s).
The Image(s) is/are strictly limited to the specific use, medium, period of time, print run, placement, size of image, territory and any other restrictions specified on our INVOICE & USE RIGHTS LICENSE. The terms specified on the INVOICE & USE RIGHTS LICENSE shall not be modified without the express written consent of LICENSOR. Any attempted deviation from the terms of our INVOICE & USE RIGHTS LICENSE is a violation of this agreement and the copyright act and shall nullify LICENSORS indemnity obligations, and the representations and warranties made by LICENSOR hereunder. Fees assessed for your use of the Image(s) depends on the nature of the rights granted. You shall not undertake any expanded use of the Image(s) without the prior approval of LICENSOR and the payment of any additional use fees required by LICENSOR for such expanded use. You shall promptly notify LICENSOR of any expanded use of the Image(s) for which you have not received LICENSOR's prior approval, and shall pay to LICENSOR any additional Use Fee required by LICENSOR for such expanded use.
Any rights we grant to you for image(s) from this web site are nontransferable. You may not resell, rent, loan, give, sublicense, or otherwise transfer to anyone the image(s) or the right to reproduce the image(s) (except insofar as it has been incorporated by you into one of the permitted uses outlined in the INVOICE & USE RIGHTS LICENSE) and nothing you produce shall grant or purport to grant to any third party a right to reproduce or duplicate the image(s). You agree to take all commercially reasonable steps to prevent third parties from reproducing, duplicating, or distributing the image(s).
Licensee may not incorporate the licensed Image in any logo, trademark or service mark.
Licensee may not archive, republish or transmit any images on any database or to a network or bulletin board or otherwise distribute or allow any of the Images to be distributed to or used by anyone other than the authorized users, without prior written consent from on LICENSOR
Licensee may not use the Image(s) contrary to any restriction on use provided to Licensee prior to or at the time the Image is delivered to Licensee. Restrictions may be provided with the Image information located on LICENSOR'S or any authorized distributor's website or otherwise communicated.
The Licensed Visual Content can be licensed to be uploaded into Social Media Platforms such as Facebook, MySpace, Linkedin or Google Plus if the following conditions are met:
A The Licensed Visual Content shall be incorporated into a composition or End-Product and cannot be used in a way to allow or invite a third party to download, extract or access the Visual Content as a stand-alone file, or the End-Product clearly refers to the End-User and the proper copyright notice is affixed;
B The image file size shall not exceed a width of 1,200 pixels;
C The use of Visual Content depicting people to be used as profile pictures or avatars (graphic representations of a person in the virtual world) shall require additional authorizations prior to licensing.
Licensee may not use any of the Images in any manner prohibited by any export laws, restrictions or regulations.
Licensee may not use any Image in a manner that is defamatory, pornographic or obscene, whether directly or in context or juxtaposition with specific subject matter.
3. Overdue Invoices
Your use of the image(s) is predicated on the payment in full for the use of the image(s). Should you use an image(s) and not make full payment, you are in violation of copyright law and subject to penalties. In such a case, LICENSOR reserves the right, in its sole discretion, to revoke the license if payment is not made in full, and may use all legal means to collect damages. Unless you pay immediately by credit card, all invoices are payable net thirty (30) days or previous to your use of the image, whichever comes first. A finance charge of 2% per month will be applied on any balances unpaid after thirty (30) days.
4. License Cancellation Fee
If LICENSOR receives your request in writing to cancel the License within thirty (30) days of the date of downloading or otherwise taking delivery of the Image(s), LICENSOR may cancel this License Agreement and issue a credit to your account or credit card equal to one hundred percent (100%) of the License fee. No refunds or cancellations will be accepted after thirty (30) days with the subsequent exception as mentioned in Section 7, "Warranty and Limitation of Liability", Paragraph 2.
5. Additional Rights
If you are unsure of your usage rights under this agreement, or if you wish to use an image(s) in a manner not specified or permitted under this agreement, please contact LICENSOR by telephone at 416 597-8625.
6. Copyright & unauthorized use/retroactive license fee
All images on this web site are copyrighted and subject to the copyright law. LICENSOR and its represented photographers, who shot the image(s), own all rights to the image(s). All rights not specifically granted to you by the INVOICE & USE RIGHTS LICENSE are reserved. Any use beyond those specified under "Use Rights Granted" is a violation of copyright law.
You agree to provide applicable copyright notice and/or protection of image(s) in your final product. You do not acquire any right, title or interest in or to any image(s) by the download of an image(s) or by the granting of the license to reproduce an image(s). No copyright material shall be removed from any digital file.
Since it is difficult to determine damages resulting from unauthorized usage, in the event you utilize an Image other than for the usage indicated on our Invoice, we agree to forego our right to sue you for copyright infringement and you agree to pay, as liquidated damages, a retroactive license equal to ten (10) times the normal price we would have charged for such unauthorized use within ten (10) days of our billing such fee. If you fail to timely make such payment, this liquidated damage provision shall be void and we shall have the right to sue for copyright infringement and/or breach of contract, for which we will shall seek all damages and remedies available, including attorney's fees and all associated costs.
7. Photo Credit & Samples
The following credit line must appear adjacent to any licensed image(s) utilized in an editorial manner: (Photographer's name)/FirstLight.com. We will provide you the name of the photographer upon licensing the image. Unless otherwise agreed in writing, if any Licensed image(s) you reproduce for editorial purposes (i.e., for any non-promotional purpose) omits the credit line specified above, or any other credit line specified by LICENSOR, the use fee will be doubled. No photo credit is needed when used for advertising purposes.
You agree to provide LICENSOR with two copies of reproductions produced. It is agreed that LICENSOR may use and publish the samples provided for its own self-promotion in print or electronic form.
You agree to indemnify and to hold LICENSOR, its officers, directors, employees, photographers and agents harmless from any claims, liabilities, losses and damages (including reasonable attorney's fees and expenses) arising from any use or reproduction of the image(s) and/or use of the com web site.
9. Condition of Licensed Image(s)
You are responsible for examining all licensed image(s) for possible defects prior to reproduction. LICENSOR shall not be liable for any loss or damage suffered by you or any third party, whether directly or indirectly, arising from any alleged or actual defect in any Licensed image(s) or its caption or in any way from its reproduction.
Images marked on the preview page: "This image is released" have a valid model and/or property release. However, no model releases or other releases exist on any Images unless the existence of such release is specified in writing by LICENSOR to avoid mistakes, always double check with us to be sure an image marked "released" is indeed released and ask us to obtain a free copy of that release. You shall indemnify LICENSOR against all claims arising out of the use of any Images where the existence of such release has not been specified in writing by LICENSOR In any event, the limit of liability of LICENSOR shall be the sum paid to it per the invoice for the use of the particular photograph involved. LICENSOR does not purport to own the copyright to any historical images it provides and that the user is responsible for obtaining any necessary permissions.
Model releases are available on Image(s) containing models upon request. Names are removed to protect the privacy of the model. Other than model releases for recognizable persons, LICENSOR grants no rights and makes no warranties with regard to the use of names, unrecognizable people, trademarks, trade dress, registered, unregistered or copyrighted designs or works of art or architecture depicted in any Image, and Licensee must satisfy itself that all the necessary rights or consents regarding any of the above, as may be required for reproduction, have been obtained.
11. Sensitive Use Disclaimer
No images from this web site may be used in connection with any potentially sensitive issue including, but not limited to sex, sexual preference, pornography, diseases of any kind, drug or alcohol abuse, domestic violence, mental or physical abuse, substance abuse, alcohol, tobacco products, pregnancy, birth control, physical or mental challenges, homelessness, political campaigns, plastic or cosmetic surgery or possible defamation or disparagement of character or product, without obtaining prior written consent from LICENSOR.
You may not use the Images in any manner that would be deemed offensive to the model. Offensive uses include but are not limited to the use of an Image that involves or implies illegal activities, adverse medical conditions or procedures, other adverse health or mental health issues, substance abuse, welfare or economic aid, dating agencies, sexual preference, abortion and adoption, political or religious affiliation, smoking or alcohol usage, feminine hygiene, incontinence or impotence, pornography, diseases of any kind, mental or physical abuse, alcohol or tobacco products, pregnancy, birth control, physical or mental challenges, homelessness, plastic or cosmetic surgery or possible defamation or disparagement of character or product.
If any Image featuring a model is used in (i) a manner that would lead a reasonable person to believe that the model personally uses or endorses a product or service; or (ii) in connection with a subject that would be unflattering or controversial to a reasonable person, Licensee must accompany each such use with a conspicuous statement that indicates that the person so pictured is a model and the Image is used for illustrative purposes only.
You agree that you will not use the images for any unlawful purpose, or to defame any person, or to violate any person's right of privacy or publicity, or to infringe upon any trade name, trademark or service mark or any entity.
12. Electronic Delivery and Storage
For all licensed image(s) that you take digital delivery of, you must provide the copyright symbol, our company name LICENSOR and the Image Identification Number as part of the electronic file. In addition, you may only use a single copy of the image(s) on a single computer. You may only download the image(s) onto one (1) computer hard drive or other computer medium and may not otherwise make, use or distribute copies of the image(s) for any purpose except as otherwise provided in this agreement and the INVOICE & USE RIGHTS LICENSE . Notwithstanding the foregoing, you shall be allowed to make one (1) backup copy for security reasons only. You may not use the image(s) on any image storage jukebox, network configuration or similar computer network arrangement. You must take all reasonable measures to safeguard against unauthorized third party access to the Image(s).
Upon the expiration of the License or earlier termination of this agreement, any and all digital files which we supplied or you have created and stored in ANY format including but not limited to hard disk, tape, optical disk, CDROM, floppy disk or any other media MUST BE DESTROYED from your computer or other electronic storage system unless you plan to relicense use of the image, in which case you must notify us immediately for a fee reassessment.
Should LICENSOR deliver to you digital files of our images, the delivery of those digital files is solely an accommodation to our clients. LICENSOR does not warrant that the digital delivery will be on a timely basis, uninterrupted, error free or compatible with a client's particular system. LICENSOR makes no warranty, either express or implied, including without limitation, any implied warranties of merchantability or fitness for a particular purpose. In no event shall LICENSOR be liable for any direct, indirect, incidental, special or consequential damages arising out of or relating to the digital delivery of any image or otherwise.
13. Miscellaneous Terms
No part of the content of LICENSOR's catalogs or other advertising materials shall form a part of this agreement. No action of LICENSOR, other than an express written waiver, may be construed as a waiver of any term of this agreement. A delay on the part of either party in the exercise of its rights or remedies will not operate as a waiver of such rights or remedies, and a single or partial exercise by a party of any such rights or remedies will not preclude other or further exercise of that right or remedy. A waiver of a right or remedy on any one occasion will not be construed as a bar to or waiver of those rights or remedies on any other occasion. Should any clause of this agreement be found unenforceable, that will not affect any other clause and each will remain in full force and effect. In the event of any inconsistency between the terms contained herein and the terms contained on any purchase order sent by you, the terms of this agreement shall govern.
The interpretation of this agreement shall be governed and interpreted in accordance with the laws of Canada and Courts of Toronto Canada shave have exclusive jurisdiction over any dispute arising out of this Agreement.
No action of LICENSOR, other than express written, signed waiver may be construed as a waiver of any part of this EULA, and no employee of LICENSOR is authorized to make an oral waiver.
NOTE: Regarding client supplied terms: Licensor Image's written invoice/license terms and conditions prevail in all respects. No part of Licensee's written provisions to the contrary, forms any part of this agreement for use of First Light images. The entire agreement between the parties is stated in LICENSOR'S written invoice/license and accompanying EULA. No oral statements of either party form any part of the license agreement."
14. Warranty and Limitation of Liability
LICENSOR warrants that: (i) it has all necessary rights and authority to enter into and perform this Agreement; and (ii) the digital or analog copy of the Licensed image(s) in the form downloaded by you or delivered by LICENSOR by any means to you will be free from defects in material and workmanship (not including "artifacts" or other flaws inherent in prints of the particular vintage) for thirty (30) days from the date of delivery. The sole and exclusive remedy for a breach of the foregoing warranty is the replacement of the digital or analog copy of the Licensed Material or refund of the License fee paid by you, at LICENSOR's option.
The representations and warranties of LICENSOR made herein will have no force or effect if the licensed image(s) are used by you in any manner not specifically authorized in this agreement or you are otherwise in breach of this agreement.
Without limiting the foregoing, LICENSOR gives no rights or warranties with respect to the use of names, trademark, logo types, registered or copyrighted designs or works of art depicted in any picture, and the user must satisfy itself that all necessary rights, consents or permission as may be required for reproduction are secured.
LICENSOR has identified the caption for each image to the best of its ability, but cannot be held responsible for erroneous or incomplete caption information. LICENSOR makes no representation or warranties as to the accuracy of the content, or that the use of the site will be uninterrupted or error free. The use of the firslight.com web site is at your own risk.
All rights not specifically granted herein to you are reserved for LICENSOR's use and disposition without any limitations whatsoever.
General Disclaimers and Limitation of Liability
LICENSOR MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE IMAGES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. LICENSOR SHALL NOT BE LIABLE TO LICENSEE OR ANY OTHER PERSON OR ENTITY FOR ANY GENERAL, PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES, OR LOST PROFITS OR ANY OTHER DAMAGES, COSTS OR LOSSES ARISING OUT OF LICENSEE'S USE OF THE IMAGES OR OTHERWISE, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES.
LICENSOR MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH LICENSEE'S USE OF OR INABILITY TO USE THE IMAGES (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 IMAGE(S).
THE REPRESENTATIONS AND WARRANTIES MADE BY LICENSOR IN THIS AGREEMENT APPLY ONLY TO THE IMAGE(S) AS DELIVERED BY LICENSOR AND WILL BE INVALID IF THE IMAGE(S) IS USED BY LICENSEE IN ANY MANNER NOT SPECIFICALLY AUTHORIZED IN THIS AGREEMENT OR IF LICENSEE IS OTHERWISE IN BREACH OF THIS AGREEMENT.
15. Entire Agreement
This agreement incorporates the entire understanding of the parties concerning the subject matter contained herein. No variation of any of the terms in this agreement shall be effective unless agreed to in writing by an authorized representative of LICENSOR and you the Licensee.
First Light, Alaska Stock, Axiom Photographic and Pacific Stock are divisions of Design Pics, Inc.
FL RIGHTS MANAGED FILM First Light Film Terms and Conditions of License
(except as expressly and specifically modified, if at all, by the Special Provisions paragraph of this Agreement)
- AGREEMENT TO TERMS: Licensor shall deliver to Licensee the Licensed Content as identified on the first page of this Agreement, subject to the terms and conditions contained herein. Licensor grants Licensee the right to use the Licensed Content only as specified. The following actions by Licensee shall indicate Licenseeï¿½s acceptance of the terms and conditions of this Agreement: (a) acceptance of the Licensed Content; (b) payment under this Agreement; and/or (c) signature of this Agreement. Licensee agrees that any agreement (including, e.g., Invoices, Contracts) entered into by Licensee and Licensor for Licenseeï¿½s use of the Licensed Content shall be subject to the terms and conditions set forth herein. Client agrees to the terms and conditions set forth for third party collections that First Light represents. Client agrees to have read and accepted third party terms and conditions wherever applicable. All terms and conditions for all third party licenses are listed by collection on the First Light website. Copies of terms and conditions will be provided electronically upon written request from the client.
- GRANT OF LIMITED LICENSE: Upon receipt of an executed Agreement and payment, Licensee shall be granted a non-exclusive, non-transferable license to use the Licensed Content subject to the terms and conditions contained herein. All Licensed Content licensed hereunder is delivered with the express limitation, acknowledged and agreed to by Licensee, that Licensor represents and warrants only (1) Licensorï¿½s title in the Licensed Content; (2) that use of the Licensed Content (as specified herein only) shall not infringe on any copyright; and (3) Licensorï¿½s authority to license the Licensed Content as provided herein. The grant of all rights hereunder is conditional upon payment of licensing fees and all other sums required including without limitation labor, shipping, technical and lab costs. Use of any Licensed Content prior to receipt of such payments or in an unauthorized manner constitutes copyright infringement and shall entitle Licensor to exercise all rights and remedies under applicable copyright law. The foregoing is not a limiting statement of Licensorï¿½s rights or remedies in connection with any unauthorized use.
- LIMITATION OF RIGHTS GRANTED: The limited license granted hereunder is expressly limited to the Production Type, Media, Territory, Term, use in the linear Production, and the rights and conditions specified herein. Any and all additional uses of the Licensed Content, including without limitation, additional lifts, versions, markets, languages, voice overs, or other changes are subject to the prior written approval of Licensor and, if approved, shall result in additional charges. All Licensed Content is licensed by the "cut" unless specifically noted. A "cut" shall be defined as one continuous scene from camera start to camera stop. All "cuts" are licensed at a per second charge with a ten second minimum charge per "cut". Any multiple uses of any "cut", splitting of any "cut", speeding, slowing or freezing of any "cut", also shall result in additional charges. If the Licensed Content is licensed by the "second" instead of by the "cut", Licensee shall pay for the actual running time of the Licensed Content licensed. Any duplicate usage of the Licensed Content, freeze frames, or slow motion shall be calculated at the actual on-screen running time of the Licensed Content. All Licensed Content licensed by the "second" may have be subject to minimums based upon the agreed per second rate.
- OWNERSHIP OF LICENSED CONTENT: The Licensed Content and all modified versions thereof, and all copyrights in same, remain the property of Licensor or other rights owner(s), if any.
- RETURN OF LICENSED CONTENT: Unless otherwise expressly stated in this Agreement, all Licensed Content must be returned to Licensor within 30 days after receipt by Licensee. Simultaneously therewith, Licensee shall provide Licensor with a copy of the final Production edit, in all versions, regardless of whether or not the Licensed Content is used. In the event Licensee fails to timely return the Licensed Content, Licensee shall pay to Licensor a holding fee in the amount of $1,000 after 30 days and, beginning on the 46th day, an additional amount equal to 1% of the Total License Fee per day for each day thereafter, in addition to all other charges under this Agreement. Licensee is solely and fully responsible for all loss and damage to the Licensed Content from the date of delivery by Licensor to the date of return to Licensor, regardless of the circumstances of said loss and/or damage. In the event of loss of, damage to, or Licenseeï¿½s failure to return, the Licensed Content, Licensee shall pay to Licensor, upon demand, all costs and charges (including without limitation labor and service) for reduplicating said Licensed Content. Payment(s) pursuant to this paragraph shall in no way confer upon Licensee any right, title, or interest in the Licensed Content, including without limitation, any rights under copyright.
- PROTECTION OF LICENSED CONTENT AND COPYRIGHT: If the Media includes the Internet, or any other online or interactive media, Licensee shall encode or otherwise protect the Licensed Content to ensure that the Licensed Content cannot be copied and otherwise remains in the linear Production for which it was licensed and cannot be searched by shot and downloaded in broadcast or substantially comparable quality. Licensee warrants that appropriate copyright notices are provided in the Production incorporating the Licensed Content so as to ensure that the copyrights of the Licensed Content, are not lost, or in any way damaged or impaired. Licenseeï¿½s failure to provide such copyright notice(s) shall void the rights granted Licensee pursuant to this Agreement.
- CREDIT: Licensee shall afford Licensor an appropriate on-screen credit in the Production for the use of the Licensed Content, equal in all respects to any credit accorded to any other provider of comparable services. In such credit, Licensorï¿½s name shall be written as provided in the Credit section of the first page of this Agreement. Additionally, Licensee expressly authorizes Licensor to use the fact of this License, in promoting and marketing the Licensed Content, and/or more generally, Licensorï¿½s library/services.
- RELEASES/CLEARANCES: Unless expressly stated to the contrary in the Special Provisions paragraph of this Agreement, the license granted hereunder does not include any underlying rights in the Licensed Content, including without limitation, trademark and/or third party property rights, moral rights, music rights, and/or the privacy and/or publicity rights of any individuals depicted therein. Licensee is solely responsible for obtaining any and all releases and clearances as may be required, including without limitation for any individual, trademark, and property appearing in the Licensed Content, and permission from any representative guild, union, professional organization, or other authorized representative, and, if any music is included in the Licensed Content, master use, synchronization and performing licenses must be obtained from the copyright proprietors of the applicable master recording(s) and composition(s) and such other persons, firms or associations, societies or corporations as may own or control the performing rights thereto. Licensee shall provide Licensor with proof of such releases and clearances upon request.
- INDEMNIFICATION: Licensor shall defend, indemnify and hold harmless Licensee, and its officers, agents, employees, successors and assigns, from and against any and all liability, damages and loss, costs and expenses (including without limitation attorneysï¿½ fees and costs), arising from or related to Licensorï¿½s breach of its representations and warranties hereunder. Licensee is solely responsible for the content of the Productions in which the Licensed Content is used. Licensee shall defend, indemnify and hold harmless Licensor, its affiliates and their respective officers, agents, employees, successors and assigns, and any other holder(s) of rights in the Licensed Content and the images depicted therein, from and against any and all liability, damages and loss, costs and expenses (including without limitation attorneysï¿½ fees and costs), arising from or related to Licenseeï¿½s breach of any of this Agreement (including without limitation Licenseeï¿½s failure to obtain releases or clearances), the Production, and/or Licenseeï¿½s use of the Licensed Content beyond the scope of this Agreement.
- LIMITATION OF LIABILITY: Except for any liability which cannot by law be excluded or limited, neither Licensor nor its affiliates nor the holder(s) of rights in the Licensed Content shall be liable to Licensee or any other third party claiming through it for direct, indirect, incidental, special or consequential damages arising out of, or relating to the use of the Licensed Content, whether framed as a breach of warranty of merchantability or fitness for a particular purpose, in tort, contract, or otherwise. In addition, Licensor does not guarantee the performance of any vendor/third-party (e.g. courier and/or messenger service(s), lab(s)) relied upon by Licensor and/or Licensee for delivery of the Licensed Content. No failure on the part of any vendor/third-party shall be deemed a breach of this Agreement by Licensor. In no event shall Licensor or its affiliates liability arising from usage of the Licensed Content provided hereunder exceed the Total License Fees, excluding other charges, for such Licensed Content, which Licensee acknowledges to be fair and reasonable.
- MISCELLANEOUS: The parties hereto acknowledge that they have read this Agreement and understand it, and they agree to be bound by all of its terms and conditions. This Agreement contains the entire agreement between the parties and supersedes all prior understandings and/or agreements, whether written or oral. The terms and conditions of this Agreement may not be waived, changed, or modified except by a writing signed by all parties hereto. No waiver of any of the provisions of this Agreement shall constitute or be deemed a waiver of any other provision hereof (whether or not similar) nor shall such waiver constitute or be deemed a continuing waiver. No failure of either party hereto to insist upon the other partyï¿½s strict compliance with any obligation, covenant, agreement, or condition contained in this Agreement shall operate as a waiver of, or estoppel with respect to any subsequent or other failure in compliance. The headings herein are for the convenience of the parties and shall not be deemed to limit or affect any of the provisions of this Agreement. This Agreement shall inure to the benefit of and be binding on the parties, their successors and assigns, except that Licensee may not assign or transfer this Agreement without Licensorï¿½s prior written consent
- Any and all disputes, with the exception of copyright claims, arising out of, under or in connection with this agreement, including without limitation, the validity, interpretation, performance and breach hereof, shall be settled by arbitration in Toronto, Ontario, by not more than one arbitrator. Equitable relief otherwise available from a court, including but not limited to injunction, may be granted by the arbitrator to either party prior to the a final award. Judgment upon any award or relief rendered may be entered in the highest court of the forum, having jurisdiction. This agreement, its validity and effect, shall be interpreted under and governed by the laws of the Province of Ontario. If recipient of this contract is an agent for or an employee of a non-Canadian company but operates in a place of business in Canada, said recipient expressly agrees that any dispute regarding this contract shall be adjudicated within Canada in the manner described here. Copyright claims, including claims supplemental thereto, may be brought in the court having jurisdiction. If First Light is caused to present claims or suit as a result of any breach of the above terms set forth, it shall be made whole for such reasonable legal fees or costs by recipient or user herein.
- License Cancellation Rights Managed. If Licensee or Purchaser requests in writing to cancel this Agreement within of the date of receipt by Licensee or Purchaser, and such Licensed Material has not been used or reproduced in any way by Licensee, First Light may terminate the License Agreement, at its sole discretion, and issue a refund or credit to the licensee or Purchaser, provided that the notice is provided within 10 days of receiving the Reproduction Rights Agreement. For First Light film licenses, a cancellation fee of 50% of the license fee will be applied to the refund or credit, unless otherwise agreed in writing. No refunds are permitted after 10 days. No refunds are permitted for any research, lab, service fees, shipping and handling or other administration fees which shall be payable according to the terms stated on the Invoice and shall be non-refundable.
- License Cancellation Royalty Free. If Licensee or Purchaser requests in writing to cancel this Agreement within thirty (30) days of the date of receipt by Licensee or Purchaser of the Licensed Material, and such Licensed Material has not been used or reproduced in any way by Licensee, First Light, at its sole discretion, may cancel this Agreement and issue a credit to Licensee's or Purchaser's account or credit card in an amount up to one hundred percent (100%) of the license fee. No refunds are permitted after 30 days. No refunds are permitted for any research, lab, service fees, shipping and handling or other administration fees which shall be payable according to the terms stated on the Invoice and shall be non-refundable.
- Payment/Interest/Taxes: Invoices are delivered electronically, and payment is due within 30 days of the Invoice date, or prior to use of the Licensed Content whichever is first (regardless of whether Licensee has received payment from its client if any). Licensee shall be charged, and agrees to pay, the maximum interest rate allowed by law on all balances remaining unpaid after 30 days from such date. Delivery of the Licensed Content constitutes the grant of limited license as set forth herein and requires payment regardless of usage by Licensee. Licensee is responsible for the payment of all sales and use tax, when applicable.