This Footage License Agreement (the "Agreement") is a legal contract between you (“End User” or “Licensee”) and Sungold Studio, LLC. (”Sungold Studio” or “Licensor”), a California limited liability company with its principal office located in Los Angeles, California, for the purpose of Licensee’s use of certain rights in and to audio visual works (termed “Works” hereafter) created, controlled, or owned by content suppliers (“Content Suppliers”). By downloading Works from our website, you agree to conduct this transaction electronically and you agree to be bound by the terms of this Agreement in respect to those Works. If you do not accept or agree with these terms, do not download Works.

The use of the Works is strictly subject to the terms, conditions, and restrictions set forth in this Agreement. If any of the Licensee-provided information provided during Licensee’s purchase is missing, omitted, or incorrect, this license may be invalidated by Sungold Studio. This license is for a single film project intended to promote a single organization, entity, company, product, or the like (collectively referred to as “End Client”).

1. You acknowledge that each of the Works is the property of Licensor and its content supplier (“Content Supplier”). If you are entering this Agreement on behalf of an organization, entity, or company, then that entity is bound to the license granted and the restrictions and limitations detailed herein (and such entity or organization is included in the term "Licensee") regardless of your future employment and/or relationship with such entity. You acknowledge representations you made regarding license in Section 1 of this Agreement including end client organization type, distribution, size of the end client, client name, project name, and project description (“License Details”) are true and correct. You acknowledge that Works shall only be used in the project name listed in Section 1.
2. In consideration of the mutual promises contained herein, and the payment to Licensor, Licensor hereby grants to Licensee a non-exclusive, non-transferable license to use the Works of those Content Suppliers represented by Licensor, subject to the terms and conditions set forth within this Agreement and Sungold Studio’s Terms of Use which are incorporated herein by reference with the same force and effect as if fully set forth herein. Licensor’s Works are rights-managed (“Rights-Managed”) and shall be licensed for specific types of use. For purposes of this Agreement, a Licensee’s "use" of the Works includes licensing to modify, edit, synchronize, publish, or otherwise make use of the Works within the scope of the license. The Works are limited to specific uses and territory selected, along with other restrictions outlined in this Agreement. Rights-Managed Works are non-exclusive, meaning that Licensee does not have the sole right to use the Works and Licensor is free to license the same content to other customers. Exclusive licenses may be available for Rights-Managed Works through custom license agreements.
1. Without notice beforehand, Licensor may automatically terminate this Agreement in the event of Licensee’s breach of Paragraphs 1 and 12.a.—n. of this Agreement (“Material Breach”) and pursue all available legal remedies. In the event of Material Breach, Licensee must immediately stop all use of the content and destroy any copies. Licensor may request Licensee confirm in writing that use of the content containing the Works has ceased and copies have been deleted. If Licensee displays content containing the Works on a social media platform or other website and the platform or website uses the content for its own purpose or in a way that is contrary to this Agreement, the rights granted for such use shall immediately terminate, and in that event, upon Licensor’s request, Licensee agrees to remove any content from such platform or website. Licensor may seek injunctive relief in the event Licensee fails to remove the Works within twenty-four hours of Licensor’s termination.
2. In the event of any other type of breach or violation that does not constitute a Material Breach under this Agreement, Licensor may terminate this Agreement by first giving notice of breach in writing, as provided in Paragraph 19, by regular mail to Licensee’s physical address, or electronic communication such as email to Licensee at Licensee's provided email address. If Licensee fails to remedy the breach complained of by Licensor (by removal as described 3.a. within seven (7) days of the date of receipt mailing of the notice, then this Agreement shall automatically terminate on the eighth (8) day, and Licensor shall seek all available legal remedies
3. In the event of termination due to any breach by Licensee, Licensor shall be entitled to retain any fees paid by Licensee pursuant to this Agreement in addition to further legal remedies.
3. After termination of this Agreement, any use of the Works is prohibited and actionable as an act of infringement of copyright owned by the Content Supplier or Licensor and actionable under any other applicable causes of action.
4. The uses of the Works are strictly subject to the rules set forth in this Agreement. Licensee may not internally or externally publish any Works from Licensor's site (sample or preview files with the Sungold Studio watermark) without a proper license. Licensor may provide files of the Works without the Sungold Studio watermark to certain users for limited preview or approval use, however, unless a license is purchased, the Works shall not be used in any final materials or any publicly available materials.
5. Licensor represents and warrants that all of the licensed content is owned by either Licensor or Content Suppliers. All rights not expressly granted in this agreement are reserved by Licensor and Content Suppliers. Licensee shall not assert any right to revenue from a copyright collecting agency, social media or content sharing platform, or any other third party in respect of copying, sharing, distribution or other ancillary uses of the licensed Works.
6. Licensee is not permitted to purchase Works directly from our website for use in non-fungible tokens (“NFTs”) or digital collectibles. Licensee is required to execute a custom footage license agreement with Licensor for all Works that Licensee intends to incorporate into NFTs or other digital collectibles. The failure to create a custom footage license under this Section constitutes a material breach of this Agreement and shall permit Licensor to immediately terminate the license agreement(s) and seek all available legal remedies.
7. Licensee agrees that additional model and/or property releases may be required for Licensee’s specific use of the Works. In the event Licensee’s use of the licensed Works involves modifications, overlays, and/or refocusing, Licensee may be subject to claims of infringement of intellectual property by the Content Supplier or a third party rights owner.
8. The Works and accompanying materials (if applicable) are provided “as is” without warranties or conditions of merchantability or fitness for a particular purpose. Licensor does not represent or warrant that the Works will meet Licensee’s requirements or that its use will be uninterrupted or error free. The entire risk as to the quality and performance of the Works is with Licensee. Should the Works prove defective, Licensee, and not Licensor, assumes the entire cost of all necessary corrections.
9. LICENSOR’S entire liability and Licensee's exclusive remedy, with respect to any claims arising out of Licensee's use of the Works or accompanying material (if applicable), or out of Licensee's actions in downloading such, shall be as follows:
1. In no event shall Licensor or any of its directors, officers, employees, shareholders, partners, or agents be liable for any incidental, indirect, punitive, exemplary, or consequential damages whatsoever (including damages for loss of profits, interruption, loss of business information, or any other pecuniary loss) in connection with any claim, loss, damage, action, suit or other proceeding arising under or out of this agreement, including without limitation Licensee's use of, reliance upon, access to, or exploitation of the Works, or any part thereof, or any rights granted to Licensee hereunder, even if Licensor has been advised of the possibility of such damages, whether the action is based on contract, tort (including negligence), infringement of intellectual property rights or otherwise. Some jurisdictions do not permit the exclusion or limitation of implied warranties or liabilities, so the above exclusion may not apply to Licensee.
2. In any event, Licensor's total maximum aggregate liability under this agreement, the license provided hereunder, or the use or exploitation of any or all of the Works in any manner whatsoever shall be limited to the fees actually paid by Licensee to Licensor under this Agreement in respect of the use of the Works.
10. To the fullest extent permitted by applicable law, you agree to defend, indemnify, and hold harmless Licensor, and its, officers, managers, members, employees, attorneys, representatives, Content Suppliers and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: (a) your use of this Agreement; (b) your violation of any term of this Agreement; (c) your violation of any third party right, including without limitation, any copyright, property, or privacy right; or (d) any claim that your use of this Agreement caused damage to a third party.
11. Unless otherwise specified in section 1 of this Agreement, Licensee agrees that it shall not use the Works in any of the manners described below:
1. Projects and products which incorporate Works may not be monetized, which involves the Licensee:
1. placing a video or videos containing Works on video hosting services such as, but not limited to, YouTube, AND;
2. authorizing the presence of paid advertising with such video(s), and
3. being entitled to a share of the revenues from any such advertising.
2. The Works may not be sold as standalone video files, or included in any other media/stock product, library, or collection for distribution or resale. Licensee may not disassemble, decompile, reverse engineer, translate, or otherwise decode the Works for any reason whatsoever.
3. Works may not be used for product that is intended for resale, such as, but not limited to, digital product (electronic templates for websites or applications, software and mobile applications, still images, video games, stock elements or films/illustrations for resale) or physical product (DVDs, BluRay, or external media storage such as USB drives).
4. Licensee shall not falsely claim authorship of media or artwork created primarily from licensed Works including use in demo reels.
5. If Licensee provides Works or products incorporating the Works to an end-client as part of its work product, neither Licensee nor end-client may reuse the Works or products incorporating the Works for any other purpose.
6. Licensee shall not use Works labeled editorial (“Editorial”) for any commercial, promotional, or advertising purpose. Editorial Works do not contain model or property releases and are not intended to be used outside of topics that are newsworthy/in the public interest.
7. Works may not under any circumstances be used in or in conjunction with, or in any way that might be considered pornographic, obscene, abusive, immoral, illegal or inciteful of an illegal act.
8. Works shall not be used in conjunction with sensitive subject matter without the prior written consent of Licensor; sensitive subject matter includes but is not limited to sexual activity or sexual-oriented nudity; tobacco, alcohol, or drug use; health issues and bodily functions; sexually-transmitted diseases and infections; illegal activities; excessive or graphic violence; and political content.
9. Works may not be used in a way that may be considered invasive of privacy, defamatory, libelous, or fraudulent, false or misleading, or in a way that is hateful or derogatory of any race, nationality, ethnic identity, gender, gender identity or sexual orientation, or political or religious belief, whether directly or in context or juxtaposition with other materials.
10. Works may not be used in any manner that creates a false inference or places the Works in a context that is likely to result in bringing the Works, Licensor, or any Content Supplier into (1) public disrespect, (2) scorn, (3) contempt, (4) scandal, (5) ridicule, or (6) that is likely to shock, insult, or offend the community or public morals or decency or prejudice Licensor, any of its Content Suppliers, or any person or property in the Works, or otherwise detract from or negatively affect the public image of Licensor or any of its Content Suppliers.
11. Works may not be stored in a royalty free or reference library or repository.
12. Works may not be used for “on demand” products. Such “on demand” products include those in which a licensed image is selected by a third party for customization of such product on a made-to-order consumer goods such as t-shirts, mugs, posters and similar items found on custom design websites such as society6.com and cafepress.com.
13. Works shall not be used in whole or in part in a trademark, design mark, tradename, business name, service mark, or logo. Licensee shall not be entitled to register any part of Works as a trademark or rely on any such registrations, prior use, and/or accrued goodwill to prevent any third party use of the content or any similar content (including by Licensor, Licensor’s customers, or the copyright owner of the Works).
14. For projects that require payment toward an applicable collective bargaining agreement based on use of the licensed Works, payment shall be the sole responsibility of Licensee.
12. The parties to this Agreement are independent contractors and neither party shall make any representation otherwise. Nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representation, or employment relationship between the parties. Neither party has authority to make or accept any offers or representations on behalf of the other party.
13. Licensor and Licensee agree that any use of Works in a manner not expressly authorized by this Agreement or in breach of a term of this Agreement constitutes copyright infringement, and such unauthorized use shall entitle Licensor to liquidated damages in the amount of ten (10) times the standard license fee for each breach. The parties in this contract agree that Licensor’s actual damages in the event of this type of breach by Licensee would be difficult to definitively ascertain based on uncertainties regarding (1) the impact to Licensor’s reputation and goodwill in the industry and (2) the damage to Licensor’s relationships with its current and future Content Suppliers. Licensor and Licensee therefore agree that the above-referenced amount is not a penalty for breach and is a reasonable liquidated damages amount. These liquidated damages are cumulative of and without prejudice to Licensor’s other remedies, including but not limited to injunctive relief and applicable legal remedies.
    
    In addition, Licensor and/or its Content Suppliers shall have the right, without providing prior notice to Licensee, to issue a Digital Millennium Copyright Act (DMCA) notice (as provided by 17 U.S.C. §512 and any successor statute) to any site or outlet in which the project appears or is placed in violation of the terms of this Agreement. The foregoing is not a limiting statement of Licensor’s or its Content Suppliers’ rights or remedies in connection with any unauthorized use of the Works or any breach of this Agreement.
14. This Agreement may not be modified, altered or amended, except by written instrument duly executed by both parties. In the event of any inconsistency between the terms of this agreement and the terms contained on any purchase or purchase order by Licensee, the terms of this agreement shall apply.
15. No failure or delay by either party in exercising any right hereunder will operate as a waiver thereof.
16. Any attempt by Licensee to assign this Agreement other than as permitted above will be null and void. Licensor may assign this Agreement without Licensee’s consent. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.
17. If any provision of this Agreement is found to be invalid or unenforceable by a court of competent jurisdiction, the remaining portions shall remain in full force and effect.
18. All notices required under this Agreement shall be electronic and shall be deemed to have been duly made and received when electronically received. Addresses for notice shall be the email address provided by Licensee during creation of a login user profile on Licensor’s website. The End Client address for this project shall be the email address provided upon purchase of the license(s). Licensee shall be responsible for providing up-to-date email addresses in order to receive communications from Licensor.
19. This Agreement shall be governed by and construed under the laws of the State of California without regard to any conflict of law provision. This Agreement is performable in whole or in part in Los Angeles County, California. Licensee hereby irrevocably submits to the exclusive jurisdiction of any state or federal court located in Los Angeles County, California, over any suit, action or proceeding arising out of or related to this Agreement. To the fullest extent permitted under applicable law, Licensee irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that Licensee is not subject to the jurisdiction of the above-referenced California courts and any objection that Licensee may now or hereafter have to the laying of venue of any suit, action, or proceeding brought in any such court has been brought in an inconvenient forum. Both Licensor and Licensee hereby unconditionally waive their right to a jury trial of any and all claims or causes of action arising from or relating to this Agreement.
20. At no time while this Agreement is in effect shall Licensee deal directly or indirectly with any Content Supplier regarding Content Supplier's Works where a Licensing Representation Agreement is in effect between Content Supplier and the Company.
21. Licensor reserves the right to display and link to all content created from the Works licensed under this Agreement for marketing and promotional purposes. Unless otherwise agreed, Licensee’s project containing licensed Works may be featured on Licensor’s owned channels, such as Licensor’s website, social media channels, email, etc. (ex: Instagram, Vimeo, YouTube, Facebook, TikTok, Snapchat).
22. Licensee assumes responsibility for any and all sales taxes, use taxes, value added taxes, withholding taxes, and duties imposed by any jurisdiction as a result of the license granted by Licensor, or of Licensee’s use of the licensed content.
23. At Licensor’s request, Licensee agrees to provide to Licensor sample versions of end uses that contain Works licensed from Licensor, including by providing Licensor access to any pay-walled or otherwise restricted access website or platform where content containing the Works has been published. Licensor may, at its discretion, either through its own employees or through a retained third party, review Licensee’s use of the licensed Works in order to verify compliance with this Agreement. If any review reveals an underpayment by Licensee for the Works based on actual use, then in addition to paying Licensor the amount of the underpayment and any other remedies, Licensee also agrees to reimburse Licensor for review costs.
24. Where credits are provided, used, or displayed in Licensee’s or end-client’s work, Licensee must name Sungold Studio and the name of Content Supplier(s) who created the Works to provide attribution in a similar size and placement as other credits provided. The credit should state “Video supplied by [Content Supplier name(s)] via Sungold Studio.” For crediting purposes, Licensee may not use Licensor’s and the respective Content Suppliers’ trademarks or logos without first obtaining consent from both Licensor and the Content Supplier(s).
25. The Limitation of Liability (Paragraph 10), Indemnity (Paragraph 11), Use Restrictions (Paragraph 12), Liquidated Damages/DMCA Provision (Paragraph 14), Severability (Paragraph 18), and Governing Law/Venue/Jurisdiction/Waiver (Paragraph 20) provisions shall survive any expiration or termination of this License Agreement; the deactivation or termination of your account; and termination of your use of the Service (as defined in Sungold Studio’s Terms of Use).
26. YOU ACKNOWLEDGE THAT YOU HAVE READ THIS LICENSE AGREEMENT AND SUNGOLD STUDIO’S TERMS OF USE, WHICH ARE INCORPORATED HEREIN BY REFERENCE WITH THE SAME FORCE AND EFFECT AS IF FULLY SET FORTH HEREIN. YOU UNDERSTAND AND AGREE TO BE BOUND THE TERMS OF BOTH THE LICENSE AGREEMENT AND SUNGOLD STUDIO’S TERMS OF USE. YOU FURTHER AGREE THAT BOTH AGREEMENTS TOGETHER CONSTITUTE THE COMPLETE AND EXCLUSIVE STATEMENT OF AGREEMENT BETWEEN YOU AND SUNGOLD STUDIO, LLC WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN YOU AND SUNGOLD STUDIO, LLC RELATING TO THE SUBJECT OF THIS LICENSE AGREEMENT AND SUNGOLD STUDIO’S TERMS OF USE.