Terms Of Use

TERMS OF USE

This License Agreement is between EditStock and you, under which you shall have a limited license to use the Content. This Agreement supersedes any other agreement with EditStock.  EditStock is willing to grant you the following limited license on the condition that you accept all the terms in this Agreement. 

By clicking the “accept” button, or by ordering, copying, downloading or otherwise using the Content, you acknowledge and confirm that you have read this Agreement, understand it, agree to be bound by all of its terms, and that you have the capacity to form a contract under you local laws. If you do not agree to any of the terms in this Agreement, EditStock is unwilling to license the Content to you and you should not download or use the Content. Subject to the Warranty provision below, downloaded Content is not eligible for a refund of replacement. 

In this Agreement, we use the term “you” and “your” to mean you as an individual or such entity in whose behalf you act, if any.  If you are entering this agreement on behalf of your employer as well as to you as a representative of your employer.  Should you cease working for your employer, your employer may continue to operate under this Agreement.  

1. Definitions

“Content” is any image, sound, graphic, text document, or any other materials in any format obtained from or furnished, owned or controlled by EditStock and is licensed to you.  All references in this Agreement to the Content include each individual item within the Content as well as to the Content as a whole. 

“Royalty Free” indicates that aside from the purchase price, no further fees or compensation are due regardless of how many times the Content is used or how many projects it is used for, provided that the Content may be used only by one single user in accordance with the terms and conditions of this agreement. 

“Samples” indicates Content, which was available free from EditStock or their distributors websites, which is provided for evaluation purposes only.

“User Work Product” means any end product or project that is created by or on behalf of you that incorporates any Content in any form, whether in part of whole, or modified, altered, enhanced, or incorporated with other material. 

2 .Grant Of License

Content: EditStock grants you a limited, revocable, non-exclusive, non-sublicensable, individual, non-transferable, worldwide license to use, modify and publicly display the Content on any one computer you own and control for your personal use, subject to the terms and conditions in this Agreement. The Content may be incorporated into any personal derivative work including, but not limited to, demo reels, class assignments, and personal websites. 

Samples: EditStock grants you the limited, revocable, non-exclusive right to use Samples solely for your internal evaluation to determine whether the Content is suitable for a standard end user license.  You may not copy, distribute, publish, display, or use the Samples for any other purpose than evaluation.

Single User License: The Content may be modified.  You may not rent, lease, lend, sell or sublicense, the Content to another person, company or other entity. Your User Work Product must be for your own use.  Notwithstanding the foregoing, you may publicly display the Content and User Work Product in your demo reel or on your personal website.  This is not a concurrent use license. Please contact EditStock for a muli-seat site license if you need to use the Content over a network for multiple users, in which case an additional fee may be required. 

Educational License: Purchase of an educational license allows use by multiple users on multiple machines, up to the limit of one Site. A site is a single campus or single building of an educational institution. A student is a person enrolled in a program. Perspective students do not apply. Educational institutions primarily based online do not qualify for the Educational Licenses at this time. Footage maybe distributed to students by the educational site through a central server, localized on any number of computers, or through solid media. Footage may not be distributed to students online. All users under a educational license license must be students or faculty of the organization purchasing the multi-user license. The individual or organization purchasing the educational license will be regarded as the licensee and is responsible for ensuring compliance with all Copyrights, Restrictions and Warranties contained in this License Agreement on behalf of all users of the product under the license. All restrictions pertaining to the Single User License apply to the educational license as well.

3. Ownership

The Content is licensed, not sold, to you.  All right, title, and interest in the Content (including any updates or revisions), and all intellectual property rights therein, is and shall remain the property of EditStock, it’s licensors, the content creators and their successors and assigns. Other than the limited license explicitly set set forth in this Agreement, no interest in, or rights or licenses to the Content are granted to you, and no interest in, or rights or licenses to the Content shall insure in or accrue to you, whether by implications, estoppel or otherwise.  Your rights to use the Content are specified in this Agreement and EditStock, it’s licensors and their successors and assigns retain and reserve all right not expressly granted to you. This Agreement does not transfer to you any ownership interest of any kind in the Content or other intellectual property right in the Content. 

4. Unauthorized Uses and Limitations 

The Content, User Work Product and any other derivative work thereof may not, in whole or in part, be used, sold, sublicensee, reproduced, distributed, displayed, incorporated into or otherwise made available as templates, standalone backgrounds, scree-savers, stock elements, effects imagery elements, or downloadable files.  You may not make the Content available in any manner intended to allow a third party access or use of the Content as a standalone element or file.  You may not incorporate the Content into a logo, trademark or service mark.  The Content and any part or derivative work thereof may not, in whole or in part, be included in any other clip media/stock product, library, collection, or set of clips for distribution, rent, lease, loan, sublicense or resale. These restrictions apply even if the Content has been significantly altered.  Any attempt by you to transfer any of the rights, duties or obligations hereunder is void. 

The Content may not be used in a User Work Product or project that is being sold or providing monetary gain through broadcast distribution via any media, including but not limited to internet broadcast websites, even if the Content is layered with other graphics, nor may the primary value of the User Work Product come from the Content.  Additionally, you agree to notify EditStock in writing and take all steps possible to prevent any third party from duplicating or distributing any of the Content included in your User Work Product.  Special licensing to obtain additional rights might be available by contacting EditStock, in which case EditStock would contact the owner of the Content. An additional fee may be required. 

The Content may not under any circumstances be used in a way that would defame, malign, slander, asperse, libel, or vilify the persons, property, countries, races, groups, organizations, customs, cultures, religions, governments, or military represented Contend. You may not use the Content in any pornographic, obscene, fraudulent, libelous, infringing or illegal manner.  These restrictions apply whether the Content is used as part of, or directly, indirectly or in conjunction with other materials or subject matter.  

Any use of Content that is not expressly permitted by this Agreement is not allowed.  Special licensing to obtain additional right is available by contacting EditStock, in which case an additional fee may be required.  You may not use the Content in any way that violates this Agreement, any law, or the rights of any third party. 

5. Credit

You shall not claim any formal credit in the original film, including "Edited by", "Directed by," or "Music By." No User Work Product will be presented as the "official version" of the film on any website, resume, or in any public display.

You shall provide copyright attributions to EditStock in the production and on-screen credits equal in all respects to any credit accorded to any other provider of comparable services.  

6. Marketing and Promotion

Unless EditStock receives written notification from you to the contrary, you hereby grant EditStock to display any User Work Product or other derivative works within your possession or control that incorporates any Content, at trade shows, in collateral, and/or via electronic distribution for EditStock marketing, educational, and promotional purposes as examples or customer usage.  At your request, EditStock will identify you as the author of such derivative work. 

7. Releases and Clearances

You are responsible for using the Content at your own risk.  You are solely responsible for determining whether your use of any Content requires the consent of any other party or the license of any additional rights, and you should not rely solely on the information provided by EditStock. You are solely responsible for obtaining any and all releases and clearances as may be required, including without limitations rights from any representative guild, union, professional organization, or other authorized representative.No employee or representative or EditStock may make, and you shall not rely upon, any representations or warranties other than those states herein. 

8. Your Representations

You represent and warrant that you have adequate legal capacity to enter into this Agreement, that you will use the Content only for lawful purposes and that you will not violate any term of this Agreement. 

If you are purchasing the licensed material on behalf of an entity or other person, you represent and warrant that you are authorized and have authority to act as an agent on behalf such other entity or person.  If such entity or person disputes your authority to do so, you will be liable for such entity or person’s failure to comply with the terms of this Agreement. 

9. Limitation on Liability

EditStock is not liable for any special, indirect, consequential, punitive, or incidental damages nor from damages (including, without limitation, damages for loss of profits, business interruption, loss of goodwill, data, work stoppage, computer failure or malfunction, loss of business information, or any other pecuniary loss or commercial damages) arising out of the use of or inability to use the Content, whether based in contract, tort (including without limitation, negligence) or otherwise, even if it has been warned of the possibility of such damages.  EDITSTOCK ‘S TOTAL LIABILITY AND YOUR EXCLUSIVE REMEDY SHALL BE LIMITED TO THE AMOUNT YOU PAID FOR THE PARTICULAR CONTENT UNDER THIS AGREEMENT.  Some jurisdictions do not allow the exclusion or limitation of incidental, consequential or any liability airing out of User Work Product or content provided by you or a third party that uses any part or derivative of the Content and/or any material linked through such User Work Product and content.  EditStock shall not be liable for any damages or losses arising out of your use or modification to the context in which the Content is used in User Work Product. 

10. Your Indemnification of EditStock

You agree to indemnify, defend and hold harmless EditStock, its officers, directors, affiliates, agents, employees, contractors, subsidiaries, joint ventures, licensors (including Content sources) and licensees from and against any and all claims, demands, losses, liabilities, damages (including without limitation, reasonable attorneys fees and expenses at trial or on appear), arising out of or related to (i) your actual alleged breach of any terms, conditions, representations or restrictions on this Agreement (including the terms, conditions and restrictions identified on an EditStock invoice and/or EditStock Content information pages, (ii) your use of modification of any Content, or combination of any Content, with any text or other content (including use outside the scope of this Agreement)), (iii) your failure to obtain from third parties all permissions necessary to use the Content, (iv) Content which EditStock has otherwise notified you not to license or otherwise use prior to the beginning of the term of the license for such Content; and (v) any act (including without limitation, negligence or willful misconduct) or failure to act by you or any of your employees, contractors, employees, agents, clients, principals, or users. 

11. Terms and Termination 

This Agreement shall be effective as of the earliest of the date you download, install or use the Content and shall continue in effect until terminated.  This agreement automatically terminates if you fail to comply with the terms hereof or if you attempt to assign the Agreement or transfer the Content to a third party except as expressly permitted in this Agreement.  Your rights under this Agreement shall immediately terminate upon your cessation of business, insolvency, assignment of assets for the benefit of creditors, bankruptcy or appointment of a trustee for all or a portion of your assets.  Upon termination of this Agreement for any reason, you must immediately stop all use of the Content, in any form, and must destroy all copies of the Content that are in your possession or control.  All provisions of this Agreement, except for the “Grant of License” Section, survive on the termination of this Agreement.  Any cause of action that  EditStock may have against you shall survive termination. 

12. Limited Warranty and Disclaimer

EditStock warrants the Content to be free from defects in material and workmanship (but not visual artifacts inherent in the Content) for thirty (30) days following delivery.  Your sole and exclusive remedy for a breach of this warranty is the replacement of the Content, applicable media or a refund of the purchase price, at the option of EditStock.  EDITSTOCK MAKES NO OTHER WARRANTIES OR REPRESENTATIONS WITH REGARD TO THE CONTENT. 

THE CONTENT AND ALL OTHER INFORMATION WE PROVIDE TO YOU (INCLUDING WITHOUT LIMITATION, DESCRIPTIONS, CAPTIONS, AND EDITSTOCK INFORMATION MATERIAL) IS PROVIDED TO YOU “AS IS: AND WITH NO WARRANTY WHATSOEVER. EDITSTOCK DOES NOT WARRANT THAT THE CONTENT WILL MEET ANY SPECIFICATIONS OR STANDARDS OF QUALITY. BESIDES THE LIMITED WARRANTY IN THE ABOVE PARAGRAPH, EDITSTOCK DISCLAIMS ALL OTHER EXPRESS WARRANTIES AND ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF TITLE, NON-INFRINGEMENT, NON-INTERFERENCE, ACCURACY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. EDITSTOCK FURTHER PERFORMANCE OR TRADE USAGE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY EDITSTOCK, ITS EMPLOYEES, DISTRIBUTORS, DEALERS OR AGENTS SHALL INCREASE THE SCOPE OF THE ABOVE WARRANTIES OR CREATE ANY NEW WARRANTIES.  IF ANY IMPLIED WARRANTY MAY NOT BE DISCLAIMED UNDER APPLICABLE LAW, THEN SUCH IMPLIED WARRANTY IS LIMITED TO 30 DAYS FROM THE DATE YOU ACQUIRED THE CONTENT.

EditStock does not warrant the Content will be error-free, or that the functions or content included in the Contend will meet your requirements. You expressly waive all rights to make any claim whatsoever against EditStock or its licensors for misrepresentation or for breach of warranty of any kind relating to the Content.  You bear the entire risk as to the use, quality and performance of the Content.  Some jurisdictions doe not allow the exclusion or limitation of implied warranties, so the above exclusions or limitations may not apply to you. 

13. Severability

If any term or provision of this Agreement is determined by any court of competent jurisdiction to be invalid or unenforceable, such provision shall be interpreted to the maximum extent to which it is valid and enforceable, and the remaining provisions of this Agreement shall not be affected and shall continue in full force and effect. 

14. Applicable Law: Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the State of California, USA, without regard to its conflict of laws and principles.  The parties agree that any claim asserted in any legal proceeding by one party against the other shall be commenced and maintained exclusively in a state or federal court located within Los Angeles Country, California, having subject matter jurisdiction with respect to the dispute between the parties (except that a judgment by such courts may be enforced by any court).  Both parties hereby submit to the exclusive jurisdiction of such courts over each of them personally in connection with such litigation, and waive any objection to venue in such courts and any claim that such forums is an inconvenient forum.

15. Injunctive and Other Equitable Relief

You agree that the remedy at law for any breach or threatened breach of this Agreement by you would by its nature, be inadequate , and that such case EditStock will be entitled, in addition to damages or any other type of relief, to a restraining order, temporary and permanent injunctive relief, specific performance and other appropriate equitable relief, without showing or providing that any monetary damage has been sustained. 

16. Assignment

You may not assign or otherwise transfer this Agreement or any rights hereunder without the prior written consent of EditStock.  A transfer of controlling interest in any entity shall constitute an assignment.  EditStock is free to assign, transfer or delegate its rights in this Agreement. 

17. Entire Agreement

This is the entire agreement between the parties with regard to the subject matter hereof.  It supersedes all prior or contemporaneous agreements, understandings, or representations with respect to the Content. This Agreement may not be modified or amended except in a writing signed by both parties.  Any preprinted terms on your purchase order shall be given no force or effect and no terms of a purchase other that conflict with this Agreement shall be binding on EditStock.

18. Users Outside the U.S.

If you are using the Content outside the United States, then the provisions of this sections shall apply.  You are responsible for complying with any local laws in your jurisdiction which might impact your right to import, export, or use the Content, and you represent that you have complied with any regulations or registration procedures required by applicable law to make this license enforceable. If the laws applicable to your use of the Content would prohibit enforceability of this Agreement, or impose any additional burdens on EditStock, or confer any rights to you that your materially different from the terms and conditions in this Agreement, then you are not authorized to use the Content and you agree to remove them from your computer.  The United Nations Convention on Contracts for the International Sale of Goods does not govern this Agreement. 

19. General

The failure of EditStock to require performance by you of any provision herein shall not affect the full right to require such performance at any time thereafter, nor shall the waiver by EditStock of any breach of this Agreement be considered to be a waiver of the provision itself. 

The Content is protected by the United States Copyright Law and International Treaty.  Unauthorized reproduction or distribution is subject to civil and criminal penalties. 

20. Update

The Terms of Use were last updated August 2nd, 2014.