Content License Agreement

This Content License Agreement sets forth the terms and conditions between you as licensee (“You” or “Licensee”) and videobarbados.com. (“Video Barbados”) as licensor.

Definitions.

“Content” means all images, footage, films, videos or other audio/visual representations recorded in any format that are owned or controlled by videobarbados.com and are available for license as royalty-free Content described on the Invoice or on this website.

“Invoice” means the form invoice generated by this website that sets out the clip(s) of Content You agree to license. The Invoice shall be incorporated and made a part of this Agreement and all references to the Agreement shall include the Invoice.

“Licensee” or “You” means the entity or individual purchasing the license under this Agreement or, if the purchaser is acting on behalf of another entity or individual, the entity or individual specifically named under Client Name on the Invoice.

“Project” means the final work product that is created by or on behalf of the Licensee using the Content as authorized by this Agreement.

“Royalty-free Content” means Content licensed for an unlimited number of uses and Projects, licensed to a single Licensee, for a one-time flat fee and expressly designated as “royalty-free” by videobarbados.com.

Grant of License.

General: All licenses granted by videobarbados.com are conditioned upon (i) Licensee’s compliance with the terms of this Agreement and (ii) videobarbados.com’s receipt of full payment of the amount identified in the Invoice.

Royalty-free Content: Subject to the terms of this Agreement videobarbados.com grants You a limited, non-exclusive, non-transferrable and non-sublicensable, worldwide right and license to use the royalty-free Content identified on the Invoice for an unlimited number of uses by You in any and all media for all purposes subject to the terms and restrictions set forth in this Agreement.

Who may use the Content: The license granted for the Content pursuant to this Agreement is non-sublicensable and non-assignable unless otherwise specified in the Invoice. Licensee may license and/or transfer ownership of the final Project in connection with the distribution of the final Project as may be necessary to effectuate the intended use set forth in the Project, however, such right does not extend to distribution or transfer of the rights to the Content outside of the Project.

General Restrictions.

Licensee shall not sub-license, sub-distribute, re-record, transfer, assign, sell, redistribute or provide to others any portion of the Content or its accompanying materials except as required with respect to the entire Project and expressly identified on the Invoice. You shall not store or share the Content via a database, library, image, video or audio storage network, configuration or similar arrangement, except as required to incorporate the Content in Your Project as authorized herein and solely up to the time the Project is completed, or as otherwise set forth in the Invoice. Licensee shall not permit the Content to be available in any medium in a manner that enables third parties to download, extract or access the Content as a standalone file. You may not upload a standalone file of the Content to file-sharing websites or social networking websites such as YouTube, Facebook, Twitter, etc., unless authorized by videobarbados.com in writing or in the Invoice.

You shall not use the Content in any way that might be considered defamatory, libelous, obscene, pornographic, immoral or illegal. You also shall not use the Content in any manner that creates a false inference or places the Content in a context that is likely to result in bringing videobarbados.com or any content supplier of videobarbados.com into public disrespect, scandal, ridicule, or detract from the public image of videobarbados.com or any of its identified content suppliers. Any determination regarding the appropriate use of the content shall be at the sole discretion of videobarbados.com. videobarbados.com shall have the right to revoke the license. In the event videobarbados.com revokes the license, You must cease using any Content immediately.

Content shall not be incorporated into a logo, trademark or service mark. If there are any incidental trademarks or logos contained in the Content, You shall not alter or use such marks in any way which implies an association with or an endorsement by the owner(s) of such logos or trademarks, and the inclusion of these incidental trademarks in the Content does not in any way imply such association with or endorsement of the Content. videobarbados.com does not grant any license or right under this Agreement to any trademark, service mark, trade dress or logo or to any third party footage, photographs or copyrighted images that appear in the Content.

Any audio or music to certain performances or any associated compositions or arrangements that are included as part of or embedded in any Content is ambient sound only and may require additional clearances and/or licenses from the broadcaster owner or performer or owner of rights in such audio or music. No license is granted herein for such audio or sound, unless authorized in writing by videobarbados.com prior to such use.

You shall be entitled to a total aggregate of ten (10) users of the Content within Your organization, provided all such users are either employees or agree to be bound by the Agreement, and that You remain liable for all use by such users. You may transfer project files containing the Content to Your clients, servers, or ISP provided that such parties shall have no further or additional rights to use the Content and cannot access or extract it from any file You provide. You may physically transfer the Content and its archives from one location to another, in which case You may use the Content at the new location instead. If You require more than ten (10) users, You must obtain an Extended License by contacting videobarbados.com customer service.

You are not permitted to use still images of the Content for any product that is intended for resale, such as, but not limited to, digital products (electronic templates for websites or applications, PowerPoint or Keynote templates, screensavers, software and mobile applications, video games, stand-alone backgrounds, wallpapers, stock elements or effects imagery elements) or physical product (apparel, t-shirts, mugs, posters and any other printed product). You may not use or display still images of the Content on websites or other venues designed to induce or involving the sale, license or other distribution of “on demand” products. If You require such use of the Content, You must obtain an Extended License by contacting videobarbados.com customer service.

With respect to celebrity and news Content, unless otherwise notified in writing by videobarbados.com, videobarbados.com does not grant any right or license to use the name or likeness of any individual appearing in the Content in connection with or as an express or implied endorsement of any product or service. Further you shall not make use of any Content containing a person well known to the general public or of any person engaged in a competitive sport in any manner which can reasonably be construed as said person’s endorsement or disparagement of a product or service. Unless Licensee obtains the proper authorizations or clearances, Licensee shall not use the Content licensed pursuant to this Agreement in any manner that constitutes a direct or implied endorsement or disparagement of any product or service.

Editorial Use

When available, model and property release status is displayed on videobarbados.com. Content that contains the likenesses or images of people or property for which no release is available is marked as “editorial”. While videobarbados.com makes commercially reasonable efforts to ensure the accuracy of Content release status, videobarbados.com makes no warranties and/or representations regarding such status. You are solely responsible for determining release requirements for the Content for your intended use. Contact videobarbados.com customer service if you require more information about the release status of Content.

videobarbados.com does not make any representations or warranties that it owns or licenses any rights related to or in any persons, places, property (real, personal or any other kind) or subject matter depicted in any Content. Items depicted in the Content may be subject to copyrights, trademarks, rights of publicity, moral rights or other rights of another party. No employee or representative of videobarbados.com may make, and You shall not rely upon, any representations or warranties other than those stated in this Agreement.

Payment. Unless Licensee is approved for credit terms, all licenses must be paid by credit card. Content prices are subject to change and prices established on the Invoice may change for future licenses of the same or similar type of Content. It is agreed that a failure to pay the License Fees on the Invoice will be considered a material breach of this Agreement or if payment is not made in accordance with this Agreement.

Electronic Storage. In producing the Project authorized by this Agreement, You shall limit access to the Content to those having a bona fide need to facilitate production or creation of any such authorized Project. Upon termination or expiration of the Term of this Agreement, You agree to cease use of all Content and shall promptly delete or destroy all digital copies, except that You may retain one copy of the permitted work You create incorporating the Content as necessary for archival purposes.

Protection of Content. If Content is licensed by You for use on the Internet, or other online or interactive media outlet, You shall use Your best efforts to protect and secure the Content to ensure that it cannot be copied, that it retains its linear production for which it was licensed, and cannot be searched and downloaded in broadcast or substantially comparable quality.

LIMITED WARRANTY AND DISCLAIMERS.

videobarbados.com warrants (a) it has all necessary rights and authority to enter into and perform under this Agreement; (b) Your authorized use of the Content will not violate any third party copyrights to the underlying Content, and (c) the Content shall be free from defects in material and workmanship for 14 days from the date of the Invoice.

LIMITATION OF LIABILITY. EXCEPT FOR ANY LIABILITY WHICH CANNOT BY LAW BE EXCLUDED OR LIMITED, NEITHER VIDEOBARBADOS.COM NOR ANY VIDEOBARBADOS.COM SUBSIDIARY, SUCCESSOR, PREDECESSOR, PARENT, AFFILIATE, OFFICER, DIRECTOR, EMPLOYEE, CONTRACTOR, CONTENT SUPPLIER, OR LICENSOR SHALL BE LIABLE TO YOU OR ANY OTHER THIRD PARTY CLAIMING THROUGH YOU FOR SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES, PUNITIVE, STATUTORY, OR LOST PROFITS OR ANY OTHER DAMAGES ARISING OUT OF, OR RELATING TO THIS AGREEMENT AND/OR YOUR USE OR INABILITY TO USE THE CONTENT, WHETHER FRAMED AS A BREACH OF WARRANTY OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE, IN TORT, CONTRACT, FAILURE OF ESSENTIAL PURPOSE OR OTHERWISE. IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF VIDEOBARBADOS.COM OR ANY OF ITS SUBSIDIARIES, SUCCESSORS, PREDECESSORS, PARENTS, AFFILIATES, OR CONTENT SUPPLIERS, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, OR LICENSORS OWED TO YOU OR ANY THIRD PARTY CLAIMING THROUGH YOU ARISING FROM THIS AGREEMENT, ITS TERMINATION OR EXPIRATION, AND/OR YOUR USE OF ANY CONTENT PROVIDED BY VIDEOBARBADOS.COM, EXCEED TEN (10) TIMES THE MONETARY AMOUNT ACTUALLY RECEIVED BY VIDEOBARBADOS.COM FOR THE USE OF THE APPLICABLE CONTENT.

Licensee Warranties. You represent and warrant that (a) You are at least eighteen years of age and have the full right and authority to enter into this Agreement on behalf of You and/or the entity listed under Client Name on the Invoice, (b) Licensee’s use of the Content will comply with the terms and conditions herein and those set forth in the Invoice, and (c) You are responsible for determining whether Your use of any Content in the Project requires the consent of any other party or the license of any additional rights and obtaining such consents/licenses if required. Licensee further represents and warrants that the information that Licensee provides to videobarbados.com is accurate and true, including, without limitation, all credit card or other payment information and Licensee shall update such information as necessary.

This Agreement constitutes an agreement between the parties with regard to the subject matter hereof and thereof. This Agreement supersedes all previous agreements, both oral and written, between or among the parties. If any provision of this Agreement is determined by a court to be invalid or unenforceable, such determination shall not affect any other provision of this Agreement, each of which shall be construed and enforced as if such invalid or unenforceable provision were not contained herein.