TERMS AND CONDITIONS OF USE
SutherlandStock.com hereby grants to its Client, herein referred to as Licensee (“Licensee”) and its successors and assigns the non-exclusive rights to incorporate and use the Footage/Photos, (all SutherlandStock.com materials collectively referred to as "Footage/Photos") as specified on the terms and conditions contained herein. This nonexclusive, non-transferable license to use Footage/Photos is subject to the following terms.
1. Footage/Photos may not be used in any way, and no rights are granted, until payment of all fees stated on the Invoice(s), and any other applicable fees or costs. Licensee's right to use same shall be only on the terms specified herein.
2. Footage/Photos remains the property of SutherlandStock.com and/or the copyright owner. A license only is granted to use the Footage/Photos for the use specified on the Invoice and for no other purpose. Licensee does not acquire any right, title or interest in or to any Footage/Photos or other licensed material, and will not make, authorize or permit any use of the Footage/Photos or other licensed material other than as specified herein. Full credit and copyright information must remain with file. SutherlandStock.com will receive appropriate credit when credit is given to vendors of similar services, such as other Footage/Photos providers.
3. SutherlandStock.com has the right to grant the rights specified herein. SutherlandStock.com agrees to license Footage/Photos only on the condition that Licensee agrees to use it in the specific context, extent and time period set forth on the Invoice. Any use by Licensee (or third parties) other than the use herein permitted is a material breach of this Agreement and entitles SutherlandStock.com to immediately rescind this license.
4. LIQUIDATED DAMAGES. THE RIGHT TO USE Footage/Photos IS VALUABLE. LICENSEE AGREES THAT IT WOULD BE DIFFICULT AND IMPRACTICABLE TO DETERMINE THE VALUE OF SUCH RIGHT AND, ACCORDINGLY, LICENSEE AND SutherlandStock.com AGREE THAT THE REASONABLE LIQUIDATED VALUE OF THE RIGHT TO USE THE Footage/Photos OUTSIDE THE SCOPE OF THE LICENSE GRANTED HEREIN IS THREE (3) TIMES THE LICENSE FEE FOR THE Footage/Photos.
5. Licensee may not sell, rent, lend, sublicense, or otherwise transfer any Footage/Photos or the right to use or reproduce Footage/Photos, and will take all commercially reasonable efforts to prevent third parties from doing same.
6. Footage/Photos may not be used for any pornographic, libelous, defamatory or other unlawful purpose; or in a manner that would tarnish, damage or harm the rights of another; or as a trademark or service mark; or in violation of the trademark or copyright rights of others. No model releases or other releases exist on any Footage/Photos unless the existence of such release is specified in writing by SutherlandStock.com. SutherlandStock.com gives no rights or warranties with respect to the use of names, trademarks, logo types, designs or works of art depicted in any picture, or the registrations or copyrights thereof, and Licensee must satisfy itself that all necessary rights, consents or permission as may be required for reproduction are secured.
7. All rights not specifically granted herein to Licensee are reserved for SutherlandStock.com's use and disposition without any limitations whatsoever.
8. Licensee shall indemnify SutherlandStock.com and hold SutherlandStock.com harmless from all claims, damages, liabilities, and/or lawsuits, including reasonable attorneys' fees, arising from or relating to the use of the Footage/Photos by Licensee (or third parties). SutherlandStock.com shall indemnify Licensee against all claims relating to or arising from the SutherlandStock.com warranty that it has the right to grant the rights specified herein.
9. This contract contains all the terms of this Agreement concerning use of Footage/Photos, and no term or conditions may be added or deleted unless made in writing and signed by both parties. These terms and the terms of any subsequent invoice/copyright license supersede any and all prior agreements and understandings pertaining hereto.
10. Unless specified on Invoice, payment herein is to be net thirty (30) days. A service charge of two (2%) percent per month on any unpaid balance will be charged thereafter. Any claims for adjustment or rejection of terms must be made to SutherlandStock.com within ten (10) days after receipt of invoice. SutherlandStock.com offers no kill fees or refunds on Footage/Photos ordered. After release of Footage/Photos to Licensee, all fees on Invoice must be paid in full whether Footage/Photos is used or not.
CLAIMS OR DISPUTES
11. Any and all disputes, with the exception of copyright claims, arising out of, under or in connection with this Agreement, including, without limitation, the validity, interpretation, performance and breach hereof, shall be settled by arbitration in Lake County, Florida, pursuant to the rules of the American Arbitration Association. Judgment upon the award rendered may be entered in the highest court of the State having jurisdiction. This Agreement, its validity and effect, shall be interpreted under and governed by the laws of the State of Florida. If SutherlandStock.com is caused to present claims or suit as a result of any breach of the above terms set forth, it shall be made whole by Licensee for such reasonable legal fees or costs.