Content License Agreement

THESE LICENSE TERMS cover any images, video, multimedia, audio or other Works provided to you by Compelling Productions & David Spurger (“Compelling Productions”) pursuant to one or more Services. Your affirmative act of downloading and/or using any Work signifies that you agree to both these License Terms and Compelling Productions’ Website Terms & Conditions and that you consent to receive required notices and to transact business with Compelling Productions electronically. If you do not consent to these things, do not download or access any Works.

In consideration of the foregoing recitals and the mutual covenants, promises and agreements set forth herein, you and Compelling Productions agree as follows:

1. RECITALS:

Compelling Productions is in the business of creating and obtaining video footage, editorial content, still and motion picture photography and other items concerning newsworthy events for publication and broadcast in television news and entertainment services, electronic and print media, newspapers, radio, books, magazines, Internet websites, mobile phones, handheld devices and any other media (collectively, “Media Outlets”).

2. GRANT OF LICENSE:

Subject to the Terms outlined herein, Compelling Productions grants you a non exclusive license to download or otherwise acquire and publicly display (collectively, to “Use”) the Works you select from the Compelling Productions website. Each Use in a different Media Outlet or territory requires payment of a separate license fee. Your Use is strictly limited to the specific Media Outlets that you designate on account registration. If Use in additional Media Outlets is required over time, please contact a Compelling Productions Representative for consultation on revised pricing. Editorial Use Only: Unless specifically agreed to by Compelling Productions in writing, all Works are licensed solely on an “editorial” basis, meaning they must be Used as part of legitimate news and/or photojournalism reporting. The Works cannot, without express written permission from Compelling Productions, be Used as a means of promoting any product or service. This includes, without limitation, “pop-up” or “mouse-over” ads, “tags,” or “widgets,” or any other notifications or display mechanisms that sell or market the persons, places or things depicted in the Work. Works also cannot be Used as part of any branded presence you maintain on “social networking” sites, such as Facebook, Twitter, MySpace, Flickr, YouTube, LinkedIn, Orkut, Plaxo, Wikipedia or Yelp. Before making any non-editorial Use of a Work, please contact a Compelling Productions representative for specific pricing and additional Terms that may apply.

Additional restrictions: Absent express written consent from Compelling Productions, do not:
• Falsely represent, expressly or impliedly, that you are the original creator of any Work, or of any other item that derives a substantial portion of its journalistic or pecuniary value from such Work.
• Use any Work on or in connection with any pornographic, defamatory, obscene or otherwise unlawful subject matter, or in any way that would be reasonably likely to bring any person reflected in the Work into disrepute, or to portray such person, place or thing in a manner that: (i) creates a mental association with potentially sensitive subjects, including, but not limited to mental and physical health problems, drug or alcohol abuse, real or implied sexual activity or preferences, criminal behavior, domestic violence, child abuse, or any other subject matter that would be reasonably likely to reflect adversely upon the person, place or thing reflected in the Work; or (ii) could cause a third party to think that such person personally endorses or is affiliated with any product, company or service offering, unless the original Work itself clearly and unequivocally depicts that person in such a manner.
• Use or incorporate a Work into any logo, trademark or other commercial identifier, or Use or incorporate any logo, trademark or other commercial identifier into a Work.
• Make a secondary reproduction of any Work, including without limitation any reprint or republication on t-shirts, mugs, calendars or other items.
• Crop or resize a Work more than is reasonably necessary for the efficient display of the Work.
• Remove any watermarks, captions or notices contained within or on the Work (if any such changes are made, Compelling Productions will attempt to obtain appropriate corrections and remedies, and you agree to cooperate fully with these efforts).
• Use any Work in a product or system that makes a Work inordinately susceptible to copying and Use by third-parties, such as in an online image database (e.g. Flickr), on an Internet bulletin-board or discussion forum, or within so-called “peer-to-peer” or file-sharing networks.
• Procure, access or use any Works via automated extraction methods or tools such as “robots,” “screenscrapers,” “spiders” and data mining tools without consent.
• Make or offer any Work as being “embeddable” into the websites or other online destinations of third parties who have not licensed said Works.

Compelling Productions owns all intellectual property rights in and to the Works and nothing in these License Terms or in any other applicable Term gives you any right, title, interest or ownership thereof. Further, if and to the extent that any Work is ever held to be a “work made for hire” pursuant to the U.S. Copyright Act or other analogous law, You agree to transfer all copyrights in that Work to Compelling Productions and to execute all documents and perform all tasks that are reasonably necessary to accomplish, expedite or implement the transfer. You may make one (1) standard-resolution copy of each Work solely for backup purposes, provided all watermarks, captions, notices and commercial identifiers are preserved on the backup copy.

3. COMPENSATION:

Subject to all applicable Terms, your ability to Use the selected Works is conditioned upon payment as follows:

$_______USD per downloaded clip (per client/usage basis).

A recurring invoice will be issued to you on a monthly (or per work, per outlet) basis for the previous downloads and usages.

Payment will be made within thirty (30) days of each invoice.

4. TERM AND TERMINATION:

These License Terms shall continue from the date of download or acquisition for thirty (30) days. However, irrespective of whether these Terms are allowed to expire or are terminated according the provision listed above, Sections 2, 5, 6 and 7 herein shall survive such expiration, along with the provisions listed in the Website Terms & Conditions. Upon such termination or expiration, all Works must be removed from any Media Outlet that you own or control within sixty (60) days of such termination or expiration. If any Works are not removed within the prescribed timeframe, You agree to pay Compelling Productions an archive fee in an amount equal to one hundred percent (100%) of the fees listed above from the date of termination/expiration until such removal has been completed.

5. REMEDIES:

In addition and without prejudice to any other remedies at law or equity that Compelling Productions may have (including those provided for in the Website Terms & Conditions), you specifically agree that Use of any Work in contravention of either these License Terms or the Website Terms & Conditions will require an additional payment in an amount equal to one hundred percent (100%) of the fees listed above in order to offset Compelling Productions’ reasonable costs and expenses.

6. WATERMARKS, CAPTIONS AND COMMERCIAL IDENTIFIERS:

An appropriate credit line must accompany any Work, reading “CP TV or Compelling Productions or www.compellingproductions.com” along with hyperlinks to the aforementioned site.

7. RELEASES:

It is your sole responsibility to determine whether and to what extent any model or other releases are necessary for your particular Use of a Work. Compelling Productions neither acquires nor provides releases for any Works.

8. PRIVACY:

For information on how Compelling Productions treats information that it collects from you, please consult the privacy-related provisions of the Website Terms & Conditions.

9. SPECIMENS:

If any Work is to be Used in a printed publication, you agree to provide Compelling Productions with an electronic copy of the printed version in Adobe’s Acrobat (“.PDF”) file format (http://www.adobe.com/products/acrobat.html) as soon as it is available.

10. REPORTING:

Wherever any Work is to be Used online, you agree to report Internet traffic to Compelling Productions. The report (Microsoft Excel format preferred) is to be produced and disseminated on either a monthly or quarterly basis (whichever is most consistent with your own internal reporting schedules) and should show both total page hits and unique users. You agree that Compelling Productions shall have the right to retain this traffic information even after all applicable Terms have either terminated or expired, or your relationship with Compelling Productions has otherwise ended.

11. THIRD PARTY USAGE:

YOU SPECIFICALLY AGREE TO TAKE ALL COMMERCIALLY REASONABLE STEPS TO ENSURE THAT WORKS IN YOUR POSSESSION OR CONTROL ARE NOT MISAPPROPRIATED OR MISUSED BY OTHERS AND THAT ANY SUCH MISAPPROPRIATION OR MISUSE (WHETHER YOU ARE ACTUALLY AWARE OF IT OR NOT) CONSTITUTES A MATERIAL BREACH OF THIS AGREEMENT.

12. INDEMNIFICATION:

Each party agrees to indemnify, defend and hold harmless the other party, along with its respective directors, officers, employees, parents, subsidiaries, affiliates, stockholders, agents and contractors, from any claim or demand (including reasonable attorneys’ fees and costs of suit) made by any third party due to or arising out of a violation or alleged violation of any Term, or of the legal rights of another. The indemnified party shall provide prompt notice to the other party of any such claim. Once notice is given, the indemnifying party shall have the right to, in its sole discretion, assume the exclusive defense and control of the matter and determine whether (and how) to resolve it amicably. The indemnified party shall cooperate with the indemnifying party’s reasonable efforts.

13. MISCELLANEOUS:

These are “Service-Specific Terms” as defined by Compelling Productions’ “Website Terms & Conditions” (available at http://www.compellingproductions.com), which are hereby incorporated by reference. Unless otherwise specified herein, all capitalized words shall retain any special meanings and definitions assigned to them in these License Terms or the Website Terms & Conditions. These Terms are effective upon posting. By using Compelling Productions’ services covered by these Terms and thereby agreeing to these Terms, you agree that this version of these Terms applies to all Works licensed under these Terms and any Works previously licensed from Compelling Productions, whether pursuant to previous versions of these Terms or other agreements between You and Compelling Productions. Compelling Productions may, at its option and without prior notice, freely assign these License Terms and any rights or obligations obtained or incurred hereunder, including without limitation the license in Section 2 and/or rights to compensation under Section 3, to (i) any surviving entity in a merger, acquisition or consolidation in which Compelling Productions participates; (ii) a buyer in connection with a sale of all or substantially all of the assets of Compelling Productions, or (iii) any affiliate of Compelling Productions.

Last revision date: January 21, 2020.