This Say It Visually License Agreement (“License”) describes your (“You(r)”) legal use of the Vid.One videos and/or related materials (“Content”) provided to You by Say It Visually. Any download or use of a Content is a license, not a sale. By paying and/or obtaining any Content from Say It Visually, You shall comply with this License. If You are unable to comply with this License or do not wish to be bound by its terms, do not download or use any Content.
1. Delivery. After You accept this License, Say It Visually will deliver the Content to You by displaying a Web page and sending You an email with a link to the Content file (or by another reasonable method chosen by Say It Visually). You must, at Your own expense and risk and in a timely manner, use the proper version of any technology or software necessary to bookmarks, save, download and/or access the Content. Say It Visually may use third parties to provide Content to You (for example, payment processing and delivery), and You must comply with their policies and procedures to receive Content.
2. Grant of License. Say It Visually grants You a unlimited, non-exclusive right to use, store, access, host, copy and display the Content. You may not sell the underlying Content assets, such as video templates or music, with Your requested customizations removed. You may assign or resell your rights to use the videos, to someone else (in which case your own rights to use the videos expire, and the recipient obtains those rights). You may not use the Content for any unlawful purpose. SIV, its licensors and contributors retain all rights, title, and interest in and to the Content not expressly granted in this License. Such rights are protected by the United States and international copyright laws and international treaty provisions. You may be held legally responsible for any copyright infringement that is caused or encouraged by your failure to abide by the terms of this Agreement. SIV, our licensors and contributors retain our respective ownership in the original Content.
3. Term and Termination. This perpetual license begins on the date Say It Visually delivers the Content to You (the “Term”). Say It Visually may terminate this License immediately if You fail to comply with the terms of this License, and You will forfeit any Fees paid to Say It Visually. Sections 4, 5 and 6 of this License will continue to be in effect after this License ends for any reason.
4. Indemnity. You will indemnify and hold Say It Visually harmless from all claims, costs and reasonable attorneys’ fees that may arise out of or be connected to Your failure to comply with this License. You will indemnify and hold Say It Visually harmless from all claims, costs and reasonable attorneys’ fees that may arise if the Content actually infringes the intellectual property rights of someone other than You or Say It Visually. If You seek indemnification, You must: (a) notify Say It Visually immediately; (b) immediately stop using the Content; and (c) provide Say It Visually with evidence that you have stopped using the Content. Say It Visually has no indemnity obligation to You if You do not comply with the terms of this License, or if You fail to comply with the procedure described above. Say It Visually may elect to indemnify You by either using reasonable efforts to replace the Content or providing You with a pro-rated refund of Fees.
5. Disclaimer and Limited Liability. THE CONTENT IS PROVIDED TO YOU “AS IS” AND SAY IT VISUALLY MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE CONTENT INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT, TITLE, OR FITNESS FOR A PARTICULAR PURPOSE. YOUR EXCLUSIVE REMEDY AND SAY IT VISUALLY’S TOTAL LIABILITY TO YOU UNDER THIS LICENSE IS LIMITED TO DIRECT DAMAGES INCURRED BY YOU UP TO THE TOTAL AMOUNT PAID BY YOU TO SAY IT VISUALLY SAY IT VISUALLY IS NOT RESPONSIBLE FOR ANY INDIRECT DAMAGES INCLUDING SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES.
6. As Is. The Content that You are licensing will be provided for review prior to delivery and beginning of the License and Agreement term. You cannot bring a claim against Say It Visually due to any dissatisfaction of the Content if it is as it was shown prior to delivery.
7. General. You and Say It Visually are independent contractors. This license is governed by the laws of the state of Washington. All disputes or lawsuits between You and Say It Visually are subject to mandatory, binding arbitration which must take place in Bellingham, Washington. All arbitrations will be conducted under the Commercial Arbitration of the American Arbitration Association. Say It Visually reserves the right to obtain an injunction to prevent you from any improper use of the Content. If Say It Visually fails to enforce any of its rights under this License, those rights are not waived. This license will be interpreted in a way that makes it valid under applicable law. If any part of this License is invalid, the rest of the License will remain valid. This License, together with the Order Form, any attachments and the Say It Visually Privacy Policy (located at www.sayitvisually.com), comprises the entire agreement between You and Say It Visually
8. Attorney Fees. In the event of a dispute relating to this Agreement, the prevailing party shall be entitled to attorneys fees and costs.
9. Customization You have requested that Say It Visually customize the Content. You assume responsibility for release of all rights over model/image releases, proprietary marks and designs requested for Your customization.
10. No Results Guaranteed. You agree that Say It Visually has not made any guarantee regarding the results to be obtained by You through the use of the Content.
You understand that Say It Visually has not made any representations and/or warranties regarding the appropriateness of the Content that You choose as it relates to Your business. Say It Visually had no input in Your choice of the Content which You are licensing.
11. Prohibited Uses. (i) You may not use Content, nor encourage others to use the Content, in any way that: 1) Is unlawful, tortious, defamatory, vulgar, obscene, libelous, or racially, ethnically or otherwise objectionable; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (iv) is violent or threatening or promotes violence or actions that are threatening to any other person; or (v) promotes illegal or harmful activities; 2) Harms minors in any way; 3) Impersonates any person or entity, including, but not limited to, SIV personnel, or falsely state or otherwise misrepresent your affiliation with a person or entity; 4) Makes available any content that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under non-disclosure agreements); 5) Make available any content that infringes the rights of any person or entity, including without limitation, any patent, trademark, trade secret, copyright, privacy, publicity or other proprietary or contractual rights; 6) Intentionally or unintentionally violate any applicable local, state, national or international law or regulation, or any order of a court; 7) You may not use Content containing the likeness of a person if such use implies that the depicted person engages in any immoral or illegal activity or suffers from a physical or mental infirmity, ailment or condition
12. Liquidated Damages. You agree that Say It Visually can suffer severe damages that would not be readily ascertainable at the time of the drawing of this contract. Violation of the Grant of License provided pursuant to paragraph 2 of this Agreement, can cause Say It Visually great harm. Accordingly, any violation of the Grant of License contained in paragraph 2 of this Agreement shall be grounds for entitlement to liquidated damages in the amount of $20,000.00. Say It Visually also preserves the right to seek injunctive relief in response to any violation of the Grant of License provided in paragraph 2 of this Agreement.