Our Footage License Agreement outlines the available licenses, rights and ownership details, and the permitted uses of each license. The document covers the pre-cleared licenses available on the www.BerzerkFilms.com. If your needs fall outside of the options on www.BerzerkFilms.com, you will need to contact us for a custom license.
This Agreement (the “Agreement”) is a legal contract between you (the end user) and Mark One Entertainment Inc., a Ohio limited liability company with its principal office located in Lorain County, Ohio (individually and collectively referred to as the “Licensor”). By downloading Works from our website, you agree to be bound by the terms of this Agreement in respect to those Works. If you do not accept or agree with these terms, do not download Works. In this Agreement you are referred to as Licensee.
- You acknowledge that each Video Recording (individually and collectively referred to as the “Works”) is the property of Licensor and its Filmmakers who contributed the Works (individually and collectively referred to as the “Artists”). If you are entering this Agreement on behalf of an organization, entity, or company, then that entity is bound to the license granted and the restrictions and limitations detailed herein (and such entity or organization is included in the term “Licensee”) regardless of your future employment and/or relationship with such entity.
- You shall not use the Works in any way that might be considered defamatory, political, libelous, obscene, pornographic, drugs and alcohol, violence, content deemed appropriate for mature audiences only, in connection with medical products, immoral or illegal. You also shall not use the Works in any manner that creates a false inference or places the Works in a context that is likely to result in bringing Licensor or any content supplier of Licensor into public disrespect, scandal, ridicule, or detract from the public image of Licensor or any of its identified content suppliers.
- Licensor hereby grants to Licensee a non-exclusive, non-transferable license to use the Works of those Artists represented by Licensor subject to the terms and conditions set forth below.
- Licensor may also terminate this License Agreement upon Licensee’s breach of any of the terms of this Agreement by giving notice in writing of such breach, by regular or registered mail, telegram or telex to Licensee at Licensee’s address. If Licensee fails to remedy the breach complained of fourteen (14) days of the date of mailing of the notice, then this Agreement shall automatically terminate on the fifteenth (15) day.
- Any use of the Works after termination of the license is prohibited and may be actionable as an act of infringement of copyright owned by the Artists or Licensor or for any other applicable cause of action.
- The uses of the Works are strictly subject to the rules set on page 1 of this agreement.
- The Works and accompanying materials (if applicable) are provided “as is” without representation, warranty or condition of any kind, either express or implied, including, but not limited to the implied representations, warranties or conditions of merchantability, or fitness for a particular purpose. Licensor does not represent or warrant that the Works will meet your requirements or that its use will be uninterrupted or error free. The entire risk as to the quality and performance of the Works is with you. Should the Works prove defective, you, and not licensor, assume the entire cost of all necessary corrections. Licensor represents and warrants that it has the full right, power, and authority to enter into this agreement and to grant the rights herein.
- LICENSOR’S entire liability and your exclusive remedy, with respect to any claims arising out of your use of the Works or accompanying material (if applicable), or out of your actions in downloading such, shall be as follows:
- You may, upon request to Licensor, be permitted to download the Works again, at a location Licensor will provide for you;
- If you continue to be unable to download the Works, Licensor will refund the fee actually paid by you in respect of the use of such Works, provided Licensor determines in its sole and absolute discretion that you have been unable to download such Works successfully.
- In no event shall licensor or any of its directors, officers, employees, shareholders, partners, or agents be liable for any incidental, indirect, punitive, exemplary, or consequential damages whatsoever (including damages for loss of profits, interruption, loss of business information, or any other pecuniary loss) in connection with any claim, loss, damage, action, suit or other proceeding arising under or out of this agreement, including without limitation your use of, reliance upon, access to, or exploitation of the Works, or any part thereof, or any rights granted to you hereunder, even if we have been advised of the possibility of such damages, whether the action is based on contract, tort (including negligence), infringement of intellectual property rights or otherwise.
- In any event, the total maximum aggregate liability under this agreement, the license provided hereunder, or the use or exploitation of any or all of the Works in any manner whatsoever shall be limited to ten (10) times the fees actually paid by you to licensor under this agreement in respect of the use of the Works.
- This License is personal to the Licensee and strictly subject to the exercise of the rights set out herein. The rights and obligations set forth in this Agreement may not be assigned or otherwise transferred without Licensor’s prior written consent. Licensor may assign this Agreement without Licensee’s consent.
- Each party (the “Indemnifying Party”) shall indemnify, hold harmless and defend the other party (the “Indemnified Party”), its parent, subsidiaries, affiliates, and the other party’s respective officers, directors, employees and agents from any and all liabilities, actual loss, damages, costs and expenses (including, without limitation, reasonable attorney’s fees) incurred by the Indemnified Party that arise out of any claim, demand, suit, action, encumbrance, deficiency, or proceeding brought by a third party that involves, relates to or concerns a violation or other breach
- by the Indemnifying Party of any of the provisions of this Agreement (including, without limitation, any of the representations or warranties of the Indemnifying Party set forth in this Agreement) or the negligence or wilful misconduct of the Indemnifying Party. Provided, however, that the Indemnified Party, upon receipt of a notice of a claim that could result in the Indemnifying Party indemnifying the Indemnified Party, gives prompt notice to the Indemnifying Party of the existence and specifics of such claim.
- The parties to this Agreement are independent contractors. Nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representation, or employment relationship between the parties. Neither party has authority to make or accept any offers or representations on behalf of the other party.
- This Agreement sets forth the entire agreement between the parties and supersedes any and all prior proposals, agreements or communications, written or oral, of the parties with respect to the subject matter herein.
- This Agreement may not be modified, altered or amended, except by written instrument duly executed by both parties.
- No failure or delay by either party in exercising any right hereunder will operate as a waiver thereof.
- Any attempt by Licensee to assign this Agreement other than as permitted above will be null and void. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.
- If any provision of this Agreement is found to be invalid or unenforceable by an arbitrator or a court of competent jurisdiction, the remaining portions shall remain in full force and effect.
- All notices required under this Agreement shall be (a) in writing, (b) deemed to have been duly made and received when (i) personally served, (ii) delivered by commercially established courier service, or (iii) five (5) days after deposit in mail via certified mail, return receipt requested, to the addresses specified below or at such other address as the parties shall designate in writing from time to time.
- Address for notices:
Mark One Entertainment Inc.
5900 Eastview Ave North Ridgeville, OH, 44039
- Address for notices:
- This Agreement shall be governed by and construed under the laws of the State of Ohio without regard to any conflict of law provision. This Agreement is performable in whole or in part in Lorain County, Ohio.
- At no time while this Agreement is in effect shall Licensee deal directly or indirectly with any Artist regarding Artist’s Works where a Marketing Agreement is in effect between Artist and the Company.
- YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND MARK ONE ENTERTAINMENT INC., WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN YOU AND MARK ONE ENTERTAINMENT INC. RELATING TO THE SUBJECT OF THIS AGREEMENT.