COMMERCIAL MEDIA LICENSE AGREEMENT
This agreement (“Agreement”) is made between 360 Crue (“Licensor”)and client (“Licensee”) (Licensor and Licensee shall be collectively referred to as the “Parties” and individually a “Party”)
- Licensed Content: photographs, videos, virtual tours, and other media content as delivered by Licensor to Licensee during the Term and fully paid as agreed in this Agreement, unless otherwise noted at the time of delivery of particular Licensed Content.
- Territory: Worldwide
- Licensor hereby grants to Licensee the non-exclusive, non-sublicensable, and non-assignable right to reproduce, display, broadcast, and transmit (collectively “use”) the Licensed Content in any and all media, now known or hereafter devised, in the Territory, and during the Term, provided that the Licensed Content may only be used for the sales and marketing of business locations, products, services, people or other subject matter depicted in the Licensed Content (the “Subject”).
- Licensed Content incorporated into a particular product or end use (e.g., in a brochure or a social media post) prior to the expiration of the Term may continue to be used in perpetuity solely in that product or end use.
- All rights not explicitly granted in this Agreement are reserved to Licensor. Licensor is and will remain the sole and exclusive owner of the copyright and all other rights in and to the Licensed Content.
III. License Restrictions:
- Except as necessary for the use of the Licensed Content in the end use, Licensee may not crop, rotate, alter, change or manipulate, or combine the Licensed Content with other image(s) or works without Licensor’s prior written permission.
- Licensee may not incorporate the Licensed Content in any logo, trademark, or service mark.
- If the Licensed Content is used on a social media or other third-party website or application that permits sharing of content, this Agreement to the extent it extends to the relevant Licensed Content shall be automatically revoked in the event the website seeks to exploit rights to the Licensed Content contrary to the terms of this Agreement, and Licensee shall take commercially reasonable efforts to remove the Licensed Content from such website.
IV. License Term:
- The license extends throughout the duration of the marketing efforts by Licensor of the subject matter. License expires upon dissolution of the Licensor business or discontinuation of the subject matter by Licensor. Continued use of media assets for which the licence is expired is prohibited unless approved in writing by Licensor. An additional usage license for extended use or for a third party can be made available for purchase at Licensor’s discretion.
V. License Fee:
- Licensee shall pay Licensor a license fee or such amount(s) as are provided in the Terms of Service agreement entered into between Licensor and Licensee, which is incorporated by this reference (“License Fee”).
- If the Licensed Content are used editorially, a credit shall be provided as follows: © 360 Crue – All rights reserved. (the “Credit”).
VII. Electronic Storage:
- Licensee must retain the copyright symbol (©), Licensor’s name, the image identification number, all metadata and all other identification numbers associated with the Licensed Content that may be included as part of the electronic files delivered to Licensee. Licensee will take all reasonable steps to safeguard against unauthorized third-party access to the Licensed Content.
VIII. Payment Terms.
- Licensee shall pay to Licensor the License Fee no later than upon delivery to Licensee of the Licensed Content, regardless of whether Licensee actually uses any of the Licensed Content.
- All rights to use the Licensed Content granted in this Agreement are subject to payment of the License Fee and any applicable service fees in full.
- Unless otherwise stated, no model or property releases have been obtained. Licensor grants no rights and makes no warranties with regard to the use of names, people, trademarks, trade dress, registered, unregistered or copyrighted designs or works of art or architecture depicted in any Licensed Content. Licensee shall be solely responsible for determining whether a release is sufficient for the proposed use or is required in connection with any proposed use of such Licensed Content. Licensor used commercially reasonable efforts to identify the caption for each Licensed Image, but will not be held responsible for erroneous or incomplete caption information.
X. Licensor Representations & Warranties:
- Licensor represents and warrants to Licensee that: (a) except as otherwise provided in this Agreement, Licensor owns all right, title and interest in the Licensed Content as provided, including without limitation the necessary rights to grant Licensee the license granted above; (b) Licensor has full power and authority to enter into this Agreement; and (c) Licensor has not granted any licenses which would prevent it from granting the license granted above.
- LICENSOR MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE LICENSED CONTENT, 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 PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES, LOST PROFITS OR ANY OTHER DAMAGES, COSTS OR LOSSES ARISING OUT OF LICENSEE’S USE OF THE LICENSED CONTENT OR OTHERWISE, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES.
- LICENSOR’S MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR LICENSEE’S USE OF OR INABILITY TO USE THE LICENSED CONTENT (WHETHER IN CONTRACT, TORT OR OTHERWISE) SHALL, TO THE EXTENT PERMITTED BY LAW, BE LIMITED TO THE LICENSE FEE.
- THE REPRESENTATIONS AND WARRANTIES MADE BY LICENSOR IN THIS AGREEMENT APPLY ONLY TO THE LICENSED CONTENT AS DELIVERED BY LICENSOR AND WILL BE INVALID IF THE LICENSED CONTENT IS/ARE USED BY LICENSEE IN ANY MANNER NOT SPECIFICALLY AUTHORIZED IN THIS AGREEMENT, OR IF LICENSEE IS OTHERWISE IN BREACH OF THIS AGREEMENT
- LICENSEE MAY HAVE ADDITIONAL RIGHTS UNDER SOME STATE LAWS.
XI. Licensor Indemnity:
- Licensor agrees to indemnify, hold harmless and defend Licensee from all third-party claims, liabilities, damages, costs and expenses, including reasonable outside attorney’s fees, arising out of any alleged infringement or violation of any copyright with respect to the Licensed Content, so long as the Licensed Content is/are used in a way consistent with this Agreement.
XII. Licensee Representations & Warranties:
- Licensee represents and warrants to Licensor that it: (a) has full power and authority to enter into this Agreement and to fulfill its obligations hereunder; and (b) shall not use the Licensed Content beyond the terms of this Agreement.
XIII. Licensee Indemnity:
- Licensee agrees to indemnify and hold Licensor harmless from any and all third-party claims, liabilities, damages, costs and expenses, including reasonable outside attorney’s fees, arising from the use of a Licensed Content other than as licensed pursuant to this Agreement, or as a result of any breach of this Agreement.
XIV. Entire Agreement:
- This Agreement contains the entire understanding and agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous oral and written understandings and agreements relating to the subject matter, except as expressly provided, and may not be altered, modified or waived in whole or in part, except in a writing signed by both Parties. In the event of any inconsistency between the terms contained in this Agreement and the terms of any purchase order or other writing sent by Licensee, the terms of this Agreement will control.
XV. Binding Effect; Severability:
- This Agreement shall be binding upon the Parties and their successors and assigns. If any part of this Agreement is found invalid or unenforceable in any jurisdiction, that provision will not render invalid or unenforceable the other remaining provisions of this Agreement.
XVI. No Assignments:
- This Agreement is not assignable or transferable by Licensee, except that Licensee may assign any of its rights or delegate any of its obligations under this Agreement, in whole or in part, upon written notice, to an affiliate controlled by or under common control with Licensee or to a successor in interest in the event of a change of control either through a merger or sale of equity interests, or sale of all or substantially all assets. Any purported assignment in violation of this section is void.
XVII. Governing Law, Venue:
- The validity, construction, and performance of this Agreement shall be governed by the internal law of the State of California without regard to its choice of law rules. Any dispute arising under this Agreement shall be adjudicated exclusively in the state or federal courts located in the County of San Diego, State of California. If Licensor is caused to present claims or suit as a result of any breach of the above terms set forth, Licensee shall be responsible for all reasonable legal fees or costs incurred.
360 Crue Interactive Media & Marketing • 760-444-0873 • firstname.lastname@example.org • @360crue • 360crue.com