Beautiful time lapse of downtown Atlanta as the sun sets and traffic races along the highway. We see the full transition from day to night as brilliant colors paint the sky and the city lights come alive.
1. The License: Licensor grants to Licensee a license to use the Footage, subject to the following restrictions:
(a) Licensee= use of the Footage must be in conjunction with, synchronized, mixed, or mechanically reproduced with other audio or audio visual elements added by Licensee. Licensee= use of the Footage must be incidental to and not a primary feature of any Licensee= presentational or multimedia works.
(b) Licensee= use of the Footage is non exclusive, non assignable, non transferable. If Licensee provides Footage or derivative works to a client as part of its work product, the client may not reuse the Footage or derivative works for any purposes other than a review of its work product without purchasing a separate license.
(c) The Footage may not be sold as stand alone clips/stock files, or included in any other media/stock product, library, or collection for distribution or resale. The Footage may not be used, in part or in whole, as a trademark or service mark, nor may Licensee claim any proprietary rights of any sort in the Footage, or any part thereof.
(d) Footage includes all video, whole or in part, identified in Licensor invoice to Licensee as contained in the specified medium.
2. Limitations: Licensee may not make available some or all of the Footage on a web page or other display as a separate or downloadable reuseable file, or disassemble, decompile, reverse engineer, translate, or otherwise decode the Footage for any reason whatsoever. Licensee shall take reasonable efforts to prevent the unlawful sharing, downloading or copying of Footage files.
3. Fees and Payments: In exchange for its usage of Licensor=s Footage as provided hereunder, Licensee agrees to pay to Licensor a license fee in advance in the amount most recently quoted by Licensor for each Stock File that Licensee receives or downloads.
4. Copyright: Licensor, its Licensors and Contributors retain all right, title, and interest in and to the Footage not expressly granted by the License Grant above. Such rights are protected by the United States and International Copyright laws and international treaty provisions. Licensee may be held legally responsible for any copyright infringement that is caused or encouraged by its failure to abide by the terms of this agreement. Licensee shall affix a copyright notice to all Licensee= presentations or multimedia works, and/or local, national, or international commercial or broadcast presentations containing the Footage.
5. No Warranty: Licensor 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 of the Footage, and Licensee must satisfy itself that all necessary rights, model releases, consents or permissions as may be required for its intended usage are secured. All Licensor=s Footage are provided "as is". Licensor 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 Licensor 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 Footage.
6. Limitation of Liability: Under no circumstances will Licensor 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 Footage; or B) the inability to obtain additional rights to the images (including making additional copies) even if Licensor 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 Licensor, shall be the fee paid for the Stock File to Licensor.
7. Remedy: Licensor=s limitation of liability and its sole remedy under the foregoing warranty, is a replacement of, or a full refund for, the Stock File(s).
8. Should Licensee breach the terms of the Agreement, Licensor has the right to terminate this agreement upon five (5) days written notice to Licensee. Termination shall take effect on the sixth (6th) day if remedy for breach is not made complete. Any unauthorized use of the Footage by Licensee will constitute an infringement of the rights of Licensor, including but not limited to Licensor=s copyrights in the Footage. In the event of a breach by Licensee, and a failure to remedy, all rights granted to Licensee under this Agreement shall terminate. Licensee shall return, at Licensee= expense, the Footage to Licensor. Licensor retains all rights and remedies available in law or equity and Licensee specifically acknowledges that any breach will result in irreparable harm and loss to Licensor. Any use of the Footage by Licensee after notice to terminate will constitute intentional infringement of the copyrights held by Licensor, permitting the award of attorney fees, damages, and/or statutory damages under U.S. Copyright Laws.
9. Licensee has no rights to the Footage content until such time as:
(a) The signed execution of this Agreement by Licensee and receipt by Licensor
(b) Payment in full by Licensee of the license fee described by Licensor invoice terms acknowledging the sale of the copy of the Footage to Licensee.
10. Injunctive Relief: Licensee agrees that any breach of its obligations with respect to Licensor=s proprietary or intellectual property rights will result in irreparable injury to Licensor for which money damages are inadequate and Licensee therefore agrees that Licensor is entitled to injunctive relief in addition to any other relief that a court may deem proper.
11. Integration: Licensor 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 Georgia. 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 Licensor for its reasonable legal fees, costs, and disbursements if Licensor is successful in the suit. Licensor reserves the right to seek an injunction to prevent breach of your obligation to Licensor's intellectual property rights. Licensor reserves the right to withdraw Footage from use at any time, for any reason, and Licensee agrees to destroy any such file and discontinue the use of any Footage, Clips, and/or images that have been withdrawn from circulation by Licensor.
12. 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. Your 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 Licensor's Products is granted until payment in full for the Product has been received by Licensor. 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 Georgia, 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. Licensor 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 Georgia. 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 Licensor for its reasonable legal fees, costs, and disbursements if Licensor is successful in the suit. Licensor reserves the right to seek an injunction to prevent breach of your obligation to Licensor's intellectual property rights. Licensor reserves the right to withdraw Footage from use at any time, for any reason, and Licensee agrees to destroy any such file and discontinue the use of any Footage, Clips, and/or images that have been withdrawn from circulation by Licensor.