“Production” means only a single motion-picture visual or audio-visual work that incorporates one or more Licensed Clips into a single new and original motion-picture visual or audio-visual work, that is significantly different from the original Licensed Clips and has taken time, effort, and skill to produce. For the avoidance of doubt, Production excludes all other forms of use of the Licensed Clips, such as use in merchandise and print publications.
"Territory" means world-wide, except where any Licensed Clip is prohibited under the applicable law.
Licensee shall pay ShowMe Caribbean in full the amount stated on the Site for each Licensed Clip used in a single Production (the “License Fee”). Use of the same Licensed Clip in multiple Productions requires a separate License Fee for each Production. All sales of licenses to Licensed Clips are final, and ShowMe Caribbean is under no obligation to refund any License Fees under any circumstances, except if ShowMe Caribbean terminates the license with respect to one or more Licensed Clips pursuant to Section 10(b). If Licensee requests a refund, and ShowMe Caribbean, in its sole discretion, provides a refund, the license granted in this License Agreement for the applicable Licensed Clips will be rescinded as if never granted. Licensee is responsible for promptly paying any and all applicable sales taxes, use taxes, value added taxes, property tax, customs, duties and any related interest or penalties imposed by any jurisdiction as a result of the License Agreement or any use of the Licensed Clips.
Subject to and conditioned on Licensee’s compliance with the terms and conditions of this Agreement, in consideration of the License Fee and Licensee’s other obligations set forth herein, ShowMe Caribbean hereby grants to Licensee during the Term the nonexclusive, non-transferable (except as provided in Section 11(e)), perpetual (subject to Section 10), and non-sublicensable right and license throughout the Territory to reproduce, distribute, display, modify, edit, and perform each of the Licensed Clips solely as part of a single Production for Commercial Use, as indicated on the Site and/or during the purchase process for each Licensed Clip.
Licensee shall use the Licensed Clips only as permitted under this Agreement and shall not, and shall not authorize, permit, or enable any other person or entity to, access, use, exploit, distribute, or perform any other act on or relating to any of the Licensed Clips except as expressly permitted by this Agreement. Any music, dialogue or other ambient audio contained in any Licensed Clip is incidental only and is not licensed by ShowMe Caribbean; accordingly, Licensee is solely responsible for obtaining any additional clearances relating to any of the audio that may be required. ShowMe Caribbean reserves all rights not expressly granted to Licensee under this Agreement. Licensee acknowledges and agrees that nothing in this Agreement limits or restricts ShowMe Caribbean’s rights in or use of the Licensed Clips in any way. Neither this Agreement, nor any act, omission, or statement by ShowMe Caribbean or Licensee, conveys any ownership right to Licensee in any Licensed Clip, or to any element or portion thereof. As between the parties, ShowMe Caribbean owns and retains all right, title, and interest in and to the Licensed Clips. Licensee’s permission to use the Licensed Clips is expressly conditioned on Licensee not impairing ShowMe Caribbean’s copyright in the Licensed Clips in any way.
Licensee may not allow access to raw (unedited) Licensed Clips, except for the purpose of creation, reproduction or distribution of Productions made by or for the Licensee as permitted by this Agreement. Licensee may not (i) distribute, transmit or publicly display Licensed Clips as a template, a standalone file or to others for consumption, reproduction or re-sale, or (ii) superficially modify any raw Licensed Clips and sell or license them to others for consumption, reproduction or resale.
You may not incorporate any Licensed Clips into a logo, trademark or service mark.
Licensee shall not use any Licensed Clip, or any portion thereof including portions depicting any person, in any manner that: (i) is defamatory, obscene, or pornographic, depicts anyone in a false light or deceptive context, infringes any trademark, other intellectual property, or any other right, or is otherwise unlawful or injurious or advocates unlawful or immoral activities; or (ii) suggests or implies sponsorship or endorsement of or by, or association with, any third party; or (iii) competes with or is detrimental to ShowMe Caribbean.
Licensee shall indemnify, defend, and hold harmless ShowMe Caribbean and its officers, directors, employees, agents, affiliates, successors, and assigns, from and against any losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys' fees and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers, arising out of or in connection with any claim, suit, action, or proceeding relating to any actual or alleged breach by Licensee of its representations, warranties, covenants, or other obligations hereunder, or resulting directly or indirectly from the Production or Licensee's use of the Licensed Clips, including but not limited to failure to obtain any required Permission.