Royalty Free Content License Agreement

1. Grant of Royalty Free License to the Content. Subject to the terms of this Agreement, you are granted a non-exclusive, non-transferable, royalty free license to use, reproduce, create derivative works, perform and distribute the Content as part of another work in any medium. Anything you produce using the Content must be for your own use, or for the use of your employer, client or customer, who must be the end-user of your work. As used in this Agreement, Content means, collectively, any digital assets, images, animations, films, videos or other audio/visual representations recorded in any format that are controlled by or obtained, directly or indirectly, from MotionElements. Royalty Free indicates that aside from the license purchase price, no further fees or compensation is due regardless of how many times the Content is used by you or how many projects it is used for.
2. Single User Web Site License. The Content may only be or used on one computer at any one time. Except as provided in this paragraph, you may not use, rent, lease, lend, sell or sublicense the Content to another person, company or other entity. Please contact MotionElements for a multi-seat site license if you need to use the Content over a network for multiple users or to share with other locations of your company.
3. Payment. All orders must be paid by credit card or PayPal. Acceptable credit cards are: VISA, MasterCard, Discover and American Express. Orders will not be processed before credit charges have been approved. All Content sales are final and there are no refunds on Content sales. We do not accept orders from anyone under 18 or who does not have capacity to form a contract under their own local laws.
4. Termination of License. If you do not comply with the terms and conditions of this Agreement, then this Agreement and the Licenses granted will automatically terminate and you and any of your end-users must cease using any Content immediately.
5. Revocation of License. Licensee represents and warrants that nothing contained in the Programming or the context in which the Digital Asset is used will be in any way derogatory or defamatory to MotionElements or any person or entity connected with the production of the Digital Asset or depicted therein. Licensee must not use the Content in any way that: (a) advertises, promotes, or expresses or implies endorsement of pornographic or illegal products, services, or subject matter. Licensee or any third party, cause, belief, product or service by any individual appearing or otherwise included or referenced in the Digital Asset (whether by name, likeness, voice, performance or otherwise), Notwithstanding anything to the contrary contained herein, in no event shall the Digital Asset be used in or in connection with a lottery, game of chance or any other type of gambling or wagering activity, or in or as part of any audiovisual production marketed, advertised, distributed or sold as part of or in association with any of the foregoing. Licensee acknowledges and agrees that it shall be solely responsible for obtaining any and all necessary rights, licenses, releases or waivers permitting Licensee to use: (i) the music, announcer calls, or any other material contained in the Content, (ii) the performance of any individual appearing or contained in the Content, and (iii) any other third party rights requiring clearance that are not specifically licensed hereunder.
6. Condition of Content. You should examine all Content for possible defects (whether digital or otherwise) before purchasing or using it. MotionElements shall not be liable for any loss or damage suffered by you or any third party, whether directly or indirectly, arising from any alleged or actual defect in any Content or its caption or in any way from its reproduction.
7. Unauthorized Use. Any use of Content by you or your customers in a manner not expressly authorized by this Agreement or in breach of a term of this Agreement constitutes copyright infringement, entitling MotionElements to exercise all rights and remedies available to it under copyright laws around the world. You shall be responsible for any damages resulting in a breach and from any breach or copyright infringement, including any claims by third parties. In addition and without prejudice to MotionElements’s other remedies under this Agreement, MotionElements reserves the right to charge and you agree to pay a fee equal to five times MotionElements’s then-current normal license fee for use of the Content.
8. Taxes and Duties. You are responsible for paying an applicable taxes and duties in addition to the price shown on MotionElements’s web site.
9. License Restrictions.
• You are not allowed to sub-license, sell, rent, lease, resell, redistribute or provide to others any portion of the Content or its accompanying materials. The Content may not be shared by creating a database, disc library, image storage jukebox, network configuration or similar arrangement. The Content may not, in whole or in part, and any derivative work thereof may not be used, sold, licensed, reproduced, distributed or displayed as templates, stand-alone backgrounds, stock elements or effects imagery elements, made available as downloadable files or included in any other clip media/stock product, library, collection, or set of clips for distribution or resale. You may not post any Content on any electronic bulletin board, put it on-line in a downloadable or FTP format.
• You may not use the Content in any way that might be considered defamatory, libelous, obscene, immoral or illegal. This includes the use of the Content for pornographic purposes. 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, customs, cultures, religions, governments or military visible on the Content. Content shall not be incorporated into a logo, trademark or service mark. All copyrights, trademarks and service marks remain the exclusive property of the trademark or service mark proprietor. If there are any incidental trademarks or logos contained in the Content, you may not alter these items or use them in any way which implies an association with or an endorsement by the owner(s) of such trademarks, and the inclusion of these incidental trademarks in the Content does not in any way imply such association with or endorsement of this Content.
• Any music which may be included with the Content is ambient sound only. It was not recorded and is not compressed in a format suitable for any other use, and MotionElements authorizes no use. Additionally, audio to certain performance sections may require additional clearances from any performer. MotionElements authorizes no use of copyrighted music or performances.
• If any Content featuring a model is used in (i) a manner that would lead a reasonable person to believe that the model personally uses or endorses a product or service; or (ii) in connection with a subject that would be unflattering or controversial to a reasonable person, you must accompany each such use with a statement that indicates that the person so pictured is a model and is used for illustrative purposes only.
• Content shall not be used contrary to any restriction on use that is notified to you prior to or at the time the Content is delivered to you. Such restrictions may be included in the information provided with the Content on MotionElements web site or in any other communication by MotionElements. Any such restriction provided to you shall be incorporated in this Agreement.
• The Content is strictly prohibited from being used as screen savers.
• Upon notice from MotionElements, or upon your knowledge that any Content is subject to a threatened or actual claim of infringement, violation of another right, or any other claim for which MotionElements may be liable herein, or if MotionElements withdraws any Content for any good reason, you will physically remove the Content from its premises, computer systems and storage (electronic or physical) and, if possible, cease any future use at its own expense. MotionElements shall provide you with comparable Content (which comparability will be determined by MotionElements in its reasonable commercial judgment) free of charge, but subject to the other terms and conditions of this Agreement.
• Special licensing to obtain additional rights is available by contacting MotionElements.
10. Releases and Clearances. MotionElements will notify you where it has obtained a model release and/or a property release for Content, either in the release status information accompanying the Content on MotionElements website, or by other means. You agree not to use any Content in a politically partisan manner without written permission from MotionElements, such approval may be withheld for any reason. Except as specifically notified by MotionElements to you, MotionElements does not provide any copyright clearance or model or property releases with respect to the Content and 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 Content. You shall be solely responsible for determining whether a clearance or release is required in connection with any proposed use of such Content. You acknowledge that some jurisdictions provide legal protection against a person’s image, likeness or property being used for commercial purposes without their consent. MotionElements makes no representations or warranties as to whether or not any additional fees or payments may be due to any trade union, trade organization or model depicted in Content.
11. Electronic Storage. For all Content that you take delivery of in electronic form, you must retain the copyright symbol, the name of MotionElements and the image number or other identification number associated with the Content as may be included as part of the electronic file. You may not make additional high-resolution copies of the Content and you will maintain a robust firewall to safeguard against unauthorized third-party access to the Content. Notwithstanding the foregoing, you may make one (1) high-resolution backup copy of the Content for back-up reasons only. Upon the expiration or earlier termination of this Agreement, you shall promptly delete the Content from its computer or other electronic storage systems and shall ensure that its sub-contractors do likewise.
12. Inspection. Upon reasonable notice, MotionElements may inspect any records, accounts and books relating to the use of any of the Content to ensure that the Content is being used in accordance with this Agreement.
13. Copyright and Copyright Notice. All Content is copyright MotionElements or its licensors and is protected by Singapore Copyright laws, United States Copyright laws, international treaty provisions and other applicable laws. No title or intellectual property rights in the Content are transferred to you. MotionElements and its licensors retain all rights not expressly granted by this license Agreement. You agree to provide copyright attribution as requested.
14. Withdrawal. MotionElements shall have the right to withdraw content because of actual or threatened litigation with respect to the content; circumstances involving any third party creative or financial participants in the content; any binding declaration or order issued by a competent court or government authority that prevents the content from being distributed; or any reason beyond MotionElements’s control. MotionElements shall give you as much advance notice as practicable of any such withdrawal. You acknowledge that MotionElements’s right to withdraw content pursuant to this paragraph is of a special and unique character which gives it a peculiar value and that your license or other exploitation of content after the effective date of a notice of withdrawal could cause MotionElements irreparable injury and damage. You, therefore, agree that in addition to any right or remedy granted MotionElements hereunder, MotionElements shall be entitled to injunctive and other equitable relief against you to prevent any exploitation after the effective date of a notice of withdrawal.
15. LIMITED WARRANTY. MOTIONELEMENTS WARRANTS THE CONTENT TO BE FREE FROM DEFECTS IN MATERIAL AND WORKMANSHIP FOR 30 DAYS FROM THE DATE OF LICENSE SALE .
16. DISCLAIMER OF WARRANTIES. EXCEPT AS PROVIDED IN THE LIMITED WARRANTY, MOTIONELEMENTS, ITS SUPPLIERS AND LICENSORS EXPRESSLY DISCLAIM ANY AND ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, WHETHER WRITTEN OR ORAL, INCLUDING WITHOUT LIMITATION, REPRESENTATIONS, WARRANTIES AND CONDITIONS OF SATISFACTORY QUALITY, PERFORMANCE, MERCHANTABILITY, MERCHANTABLE QUALITY, DURABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USE IN TRADE.
17. EXCLUSIVE REMEDY. THE SOLE AND EXCLUSIVE REMEDY FOR A BREACH OF THE LIMITED WARRANTY IS THE REPLACEMENT OF THE CONTENT OR REFUND OF THE PURCHASE PRICE, AT MOTIONELEMENTS’S OPTION.
18. LIMITATION OF LIABILITY. MOTIONELEMENTS’S LIABILITY WHETHER IN CONTRACT, IN TORT, UNDER ANY WARRANTY, IN NEGLIGENCE OR OTHERWISE SHALL NOT EXCEED THE RETURN OF THE AMOUNT OF THE PURCHASE PRICE PAID BY YOU AND UNDER NO CIRCUMSTANCES SHALL MOTIONELEMENTS BE LIABLE FOR SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES. THE PRICE STATED FOR THE CONTENT IS A CONSIDERATION IN LIMITING MOTIONELEMENTS’S LIABILITY. NO ACTION, REGARDLESS OF FORM, ARISING OUT OF THE TRANSACTIONS UNDER THIS AGREEMENT MAY BE BROUGHT BY YOU MORE THAN ONE YEAR AFTER THE CAUSE OF ACTION HAS ACCRUED.
19. Indemnification. You assume full responsibility for the use of the Content. You agree to defend, indemnify and hold harmless MotionElements (including its licensors, officers, directors, employees, and agents) against all claims, lawsuits, demands, damages, torts, loss, liability, or expenses (including attorney’s reasonable fees) arising out of your use of the Content or by reason of any breach of this Agreement by you, your end-users or customers. You agree to indemnify and hold MotionElements harmless from and against any damages or liability of any kind arising from your use of the Content in any form, any breach of the terms and conditions of this Agreement, or your negligent act, omission or willful misconduct.
20. Severability. If any term or provision of this Agreement is determined to be illegal, unenforceable, or invalid in whole or in part for any reason, such illegal, unenforceable, or invalid provisions or part thereof shall be stricken from this Agreement, and such provision shall not affect the legality, enforceability, or validity of the remainder of this Agreement. If any provision or part thereof of this Agreement is stricken in accordance with the provisions of this section, then this stricken provision shall be replaced, to the extent possible, with a legal, enforceable, and valid provision that is as similar in tenor to the stricken provision as is legally possible.
21. Choice of Law. This Agreement will be governed in all respects by the laws of the Republic of Singapore , without reference to its laws relating to conflicts of law. MotionElements shall have the right to commence and prosecute any legal or equitable action or proceeding before any court of competent jurisdiction to obtain injunctive or other relief against you in the event that, in the opinion of MotionElements, such action is necessary or desirable.

Language of the Terms.Where MotionElements has provided you with a translation of the English language version of the Terms, then you agree that the translation is provided for your convenience only and that the English language versions of the Terms will govern your relationship with MotionElements.

If there is any contradiction between what the English language version of the Terms says and what a translation says, then the English language version shall take precedence.