Asset License Agreement

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If you have any specific requests for alterations to our Asset License agreement, we’re happy to work with your clearance team. We’ve aimed to make our agreement work well for all television and film productions.

LAST UPDATED: 07/26/2024

This ASSET LICENSE AGREEMENT (“Agreement”) is between Cleared Candids, LLC (“Cleared Candids,” “we,” “us” and “ours”) and your company, the entity identified below (“you” and “yours”) (collectively, the “Parties”), and includes our Terms of Service and Privacy Policy.

This is a license agreement between you and Cleared Candids that explains how you can use the photographs or images that you license from Cleared Candids (individually and collectively, “Asset“) in and in connection with the production currently entitled “Your Production” indicated in the order form (each, a “Production”). By downloading the Asset from our site, www.clearedcandids.com (the “Site”), you accept the terms of this agreement.

Cleared Candids offers two types of licenses:

Background Set Dressing	Hero Use
Asset may be used as background dressing but not featured on screen for more than a few seconds. For example, the asset may be used as background set dressing in a film or television set to create the background environment.	Asset may be featured on screen as the focus of the scene or a prop talent interacts with. For example, the asset may play a starring role in a scene or have a significant visual impact on the viewer.

1. Standard Terms & Conditions

Uses

License. Subject to the terms of this Agreement, we hereby grant you and your successors, licensees and assigns a non-exclusive license to use the Asset in and in connection with the Production and to use, broadcast, exhibit, distribute and otherwise exploit the Production containing the Asset theatrically, on television, video, DVD, and/or otherwise in any and all manner and media, whether such media is now known or developed later (including, without limitation, in and in connection with in-context advertising, publicity and promotions, including trailers and electronic press kits or other material relating to the Production), throughout the universe, in perpetuity. You agree that you will use the Asset only as permitted under the license type you have purchased. For purposes of this agreement, “use” means to depict, copy, reproduce, modify, edit, synchronize, perform, display, broadcast, distribute, exhibit. publish, and otherwise exploit the photographs, film and recordings containing the Asset. You acknowledge that any other use of the Asset shall require separate authorization from us.
Single Use. The Asset may be incorporated into one (1) Production (e.g., feature film or pilot) or one (1) serial Production (e.g., a single season of a television series), and any reshoots necessary to complete the Production. The Asset must be relicensed (i.e., repurchased) for use in any additional productions, including additional seasons, episodes, sequels and prequels.

2. Restricted Uses

You agree to the following limitations and exclusions:

No Unlawful Use. You may not use the Asset in an unlawful manner, and shall not portray us or the Asset in a manner which would constitute actionable defamation or actionable trade libel/tarnishment in the scenes of the episode of the Production in which the Asset appears recognizably.
No Standalone File Use. You may not use the Asset in any way that allows others to download, extract or redistribute it as a standalone file (meaning just the Asset file itself, separate from the Production). Likewise, you may not remove the Asset from the Production for any standalone or out-of-context use in connection with any marketing efforts or promotional materials (e.g., movie posters, production swag or other promotional items).
No Electronic Templates. You may not use the Asset in electronic or digital templates intended for resale or other distribution (for example, website templates, business card templates, electronic greeting card templates, and brochure design templates).
No Use in Trademark or Logo. Except for fictitious uses in accordance with the license type you have acquired, you may not use the Asset (in whole or in part) as the distinctive or distinguishing feature of a trademark, design mark, trade name, business name, service mark, or logo.
No Machine Learning, AI, or Biometric Technology Use. You may not use the Asset (including any caption information, keywords or other metadata associated with the Asset) for any machine learning and/or artificial intelligence purposes, or for any technologies designed or intended for the identification of natural persons. Additionally, we do not represent or warrant that consent has been obtained for such uses with respect to model-released Asset.

3. User Accounts

3.1 You will be responsible for tracking all activity on your user account, and you agree to: (a) maintain the security of your password and username and (b) notify Cleared Candids immediately of any unauthorized use or other breach of security. We reserve the right to monitor downloads and user activity to ensure compliance with the terms of this Agreement. If we determine that you are in breach of this or any other term of this Agreement, we may suspend access to your account and seek further legal remedies, provided we provide prior written notice to you, and permit you a reasonable opportunity to cure any breach or non-compliance with an obligation hereunder.

4. Intellectual Property Rights

4.1 Asset Copyright. The supplier of the Asset (“Asset Supplier”) retains their full rights to any Asset they upload to this Site. All rights not expressly granted in this agreement are reserved by Cleared Candids and Asset Suppliers. You acknowledge that you will not acquire or assert any rights in the copyright of any Asset Supplier by virtue of your use of the Asset pursuant to this Agreement. You may not assert any right to revenue from a collecting society, social media website, content sharing platform or any other third party in respect of photocopying, digital copying, sharing, distribution or other secondary uses of the Asset.

4.2 Use of Cleared Candids Name. You may use the name of Cleared Candids to give attribution, but you may not otherwise use our names, logos, or trademarks without prior written approval. You acknowledge that you will not acquire or assert any rights in any Cleared Candids trademark by virtue of your use of our name pursuant to this Agreement.

5. Termination/Cancellation/Withdrawal

5.1 Incorporated Assets. Once the Asset is incorporated into the Production, the terms of Sections 5.2 and 5.3 shall be of no further force or effect with respect to such Production; provided, however, that we reserve our right to terminate the license with respect to further uses of the Asset in any new or additional productions, if any, provided we provide prior written notice to you, and permit you a reasonable opportunity to cure any breach or non-compliance with an obligation hereunder.

5.2 Termination. The Parties may terminate this Agreement as follows:

(a) You can terminate this Agreement by ceasing use of the Asset and deleting or destroying any copies. You must also sign-in to your account at least once per year to avoid expiration of credits. Except with respect to incorporated Assets under Section 5.1, we may terminate this Agreement at any time if you fail to comply with any of the material terms of this Agreement (including failure to pay any amounts due, abuse of the subscription account and/or violation of the license terms) and fail to cure such breach within 10 days of our delivery of notice of the breach, in which case you must immediately: cease using any unincorporated Assets; delete or destroy any copies thereof; and, if requested, confirm to us in writing that you have complied with these requirements.

(b.) Unless renewed, subscriptions terminate automatically at the end of the subscription period. We may terminate any license before the end of the subscription period in accordance with Section 5.2(a).

5.3 Asset Withdrawal. Asset Withdrawal. Except with respect to incorporated Assets under Section 5.1, upon notice from us, or upon your knowledge, that any Asset may be subject to a claim of infringement of a third party’s right for which we may be liable, we may discontinue the license to such Asset and require that you to immediately delete or destroy any copies thereof; and ensure that your clients, distributors, affiliates and/or employer do likewise.

5.4 Remedies. In the event you are in breach of any provision of this Agreement, we hereby: (i) agree that our rights and remedies shall be limited to our right to recover damages at law; and (ii) waive our right to enjoin the production, distribution, exploitation or promotion of the Production.

5.5 Refunds/Cancellation. No credits or refunds are available once the Asset has been delivered to you.

6. Cleared Candids Representations & Warranties

6.1 Warranty of Non-Infringement. For all Assets, we represent and warrant that your use of such Asset in accordance with this Agreement and in the form delivered by us (that is, excluding any modifications, overlays or re-focusing done by you) will not infringe on any copyrights, trademark, privacy, publicity or moral rights of the Asset creator or owner, and the individuals depicted in the Asset.

6.2 Warranty Disclaimer. Unless specifically warranted above, we do not grant any right or make any warranty with regard to the use of names, trademarks, trade dress, logos, registered, unregistered or copyrighted audio, designs, works of art or architecture depicted or contained in the Asset. In such cases, you are solely responsible for determining whether release(s) is/are required in connection with your proposed use of the Asset, and you are solely responsible for obtaining such release(s).

6.3 No Other Warranties. Except as provided in this section above, the Asset is provided “as is” without representation, warranty or condition of any kind, either express or implied, including, but not limited to, implied representations, warranties or conditions of merchantability, or fitness for a particular purpose.

7. Your Representation & Warranties

7.1 Authority. You have full authority to enter into this Agreement on the terms and conditions contained herein and that neither the execution nor performance of this Agreement will constitute a violation of applicable laws or duties by you.

7.2 Binding Obligations. This Agreement constitutes legal, valid and binding obligations and is enforceable in accordance with its terms. You will not attempt to distribute, license, sell, or broadcast any Asset belonging to a third party which is available on the Site without having entered into this Agreement and paying to us all fees payable in respect of such Asset.

7.3 Payment & Credit Cards. If you are paying for your order via credit card, you represent that you are an authorized user of the credit card and authorize us to charge the card you provided for the amount specified. You agree not to dispute the payment with your credit card company, so long as the transaction corresponds to the terms provided to you at the time you made your order. You further agree that you are responsible for any fees from banks or other financial intermediaries incurred by us on your behalf as part of your use of the Site.

8. Indemnification/Limitation of Liability

8.1 Indemnification by You. The parties agree to defend, indemnify and hold free and harmless to the fullest extent permitted by law, the other party, each of their respective parent, subsidiary, and affiliated organizations, and each of their respective agents, employees, successors, licensees and assigns from and against any and all claims, damages, liabilities, costs and expenses, including but not limited to reasonable attorneys’ fees, resulting from any breach of any warranty, representation, or other provision of this agreement.

8.2 Indemnification by Us. The party seeking indemnification must promptly notify in writing the other party about the claim. The indemnifying party (the one covering the costs) has the right to assume the handling, settlement or defense of any claim or litigation. The indemnified party (the one not covering the costs) has to cooperate in any way reasonably requested by the indemnifying party. The indemnifying party will not be liable for legal costs including attorney fees and other costs incurred prior to the other party giving notice of the claim for which indemnity is sought.

8.3 Indemnification Procedures. The party seeking indemnification must promptly notify in writing the other party about the claim. The indemnifying party (the one covering the costs) has the right to assume the handling, settlement or defense of any claim or litigation. The indemnified party (the one not covering the costs) has to cooperate in any way reasonably requested by the indemnifying party. The indemnifying party will not be liable for legal costs including attorney fees and other costs incurred prior to the other party giving notice of the claim for which indemnity is sought.

8.4 Limitation of Liability. CLEARED CANDIDS AND ITS LICENSORS WILL NOT BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY LOST PROFITS, PUNITIVE, SPECIAL, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, COSTS OR LOSSES ARISING OUT OF THIS AGREEMENT, EVEN IF CLEARED CANDIDS OR ITS LICENSORS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES. SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES OR LIABILITY.

9. General Provisions

9.1 Assignment. You may freely license, assign and otherwise transfer any and all rights granted hereunder to the Asset as used in connection with the Production and/or any advertisements, promotions, publicity or other material relating to the Production, in whole or in part, to any person or entity; provided, however, that: (i) the rights in the Asset, outside of the Production itself, may not be assigned and (ii) no such assignment shall relieve you of your responsibilities under the this Agreement. We may assign this agreement, without notice or consent, to any corporate affiliate or to any successor in interest, provided that such entity agrees to be bound by these terms.

9.2 Electronic Storage. You agree to retain the copyright symbol, the name of Cleared Candids, the Asset’s identification number and any other information or metadata that may be embedded in the electronic file containing the original Asset, and to maintain appropriate security to protect the Asset from unauthorized use by third parties. You may make 1 copy of the Asset for back-up purposes.

9.3 Governing Law/Arbitration. This agreement will be governed by the laws of the state of New York, without regard to that state’s choice of law provisions. We consent to the exclusive personal jurisdiction and venue of any state or federal court located in New York to the extent that any court proceedings are commenced; provided, however, that the foregoing shall not in any way diminish or limit the mediation and arbitration provision set forth below.

WHERE ANY DISPUTE IN CONNECTION WITH THIS AGREEMENT ARISES, THE PARTIES AGREE TO FIRST TRY TO RESOLVE SUCH DISPUTE THROUGH CONFIDENTIAL MEDIATION. IF MEDIATION IS UNSUCCESSFUL, THEN DISPUTES SHALL BE RESOLVED BY FINAL AND BINDING ARBITRATION ADMINISTERED BY JAMS IN ACCORDANCE WITH ITS STREAMLINED ARBITRATION RULES AND PROCEDURES (HARD COPIES PROVIDED UPON REQUEST).

In any action by us for breach of any provision hereunder, we agree that our exclusive remedy shall be an action at law for damages and in no event shall we be entitled to injunctive or any other equitable relief.

9.4 Severability. If one or more of the provisions in this agreement is found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions should not be affected. Such provisions should be revised only to the extent necessary to make them enforceable.

9.5 Waiver. No action of either party, other than express written waiver, may be construed as a waiver of any provision of this agreement.

9.6 Entire Agreement. No terms of conditions of this agreement may be added or deleted unless made in writing and accepted in writing by both Parties or issued electronically by us and accepted by you. In the event of any inconsistency between the terms of this Agreement and the terms contained on any purchase order sent by you, the terms of this Agreement will apply.

9.7 Notice. All notices required to be sent to Cleared Candids under this Agreement should be sent via email to: moc.sdidnacderaelcobfsctd@nodnarb . All notices to you will be sent via email to the email set out in your account.

9.8 Taxes. You agree to pay and be responsible for any and all sales taxes, use taxes, value added taxes, withholding taxes, and duties imposed by any jurisdiction as a result of the license granted to you, or of your use of the Asset.