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Terms and conditions of use

Stock footage and photos” user license

GENERAL CONDITIONS OF CONTRACT

(Rev.v.2.01)

Dear AnimalsReel Customer,

This document is a Sales Agreement between the User (buyer) and the selling company Everest Film Productions (owner Chiara Maddalosso) with registered office in via Vibio Mariano 43/C, 00189 Rome - Italy – registered with the Chamber of Commerce of Rome, with REA number RM - 1565469 and intra-EU VAT No. IT04533450286, registered with the Italian Ministry for the Cultural Heritage and Activities - General Directorate for the Cinema - in the list of film production companies with code 4225, owner of the product brand and website www.animalsreel.com , hereinafter referred to simply as AnimalsReel.

By entering into this Agreement, the User declares that his/her country of residence is the same as his/her billing address.

With the term "images" is meant photographs, vector images, drawings and the like licensed from the AnimalsReel website.

The term "Video" refers to moving images, animations, films, videos or other audiovisual representations, excluding still images, recorded in any format and available for purchase with license on the AnimalsReel website.

"Visual Content" is the term used to refer to both Images as well as Videos.

These clauses constitute the Agreement between the Customer and AnimalsReel, establishing the rights and obligations regarding the Visual Content for which the User has obtained a user license. By entering into this Agreement, the User accepts that his/her rights and obligations with regard to Visual Content Licenses are governed by this agreement.

Order confirmation by the Buyer entails acceptance of these General Conditions of Sale without any reservation whatsoever; for AnimalsReel, the order shall be closed starting from validation of payment and order acceptance.

These Conditions may be modified at any time; it is therefore recommended to read this Agreement again whenever buying new Visual Content. AnimalsReel reserves the right to change these General Conditions of Sale. The online version on the website at the time of the order by the Customer shall prevail over any previous version of the General Conditions of Contract.

PART I VISUAL CONTENT LICENCES

AnimalsReel grants to the User/Customer the non-exclusive, non-transferable right to use, modify and reproduce Visual Content in the territories and for the time established in the various User Licenses and with the limitations provided for in this agreement.

A) STOCK VIDEO LICENSES

One of the several video Licenses, specifically indicated for each clip, allows use of the Videos for:

ADVERTISING: UNLIMITED USE WORLDWIDE / TERM: 2 years

- Broadcast

- Internet

- Festival

- Live Events

- Cinema

- Video display



ADVERTISING: BROADCAST USE WORLDWIDE / TERM: 2 years

- TV Channel



ADVERTISING: BROADCAST USE NATIONAL – REGIONAL / TERM: 2 years

- TV Channel



ADVERTISING: WEB AND NEW MEDIA USE WORLDWIDE / TERM: 2 years

Rights to promote in all media (Web and Mobile)



MULTIMEDIA: FILM USE WORLDWIDE/ TERM: in perpetuity

- Motion Picture

- Indipendent Film – Feature Film

- Trailer and other film promotions

- Documentary

Rights to promote in all media



MULTIMEDIA: SHORT FILM – MUSIC VIDEO USE WORLDWIDE / TERM: in perpetuity

- Short Film

- Music Video

- Teaser and Trailer ( for Fundraising and Investors)



MULTIMEDA: VIDEO GAMES – SOFTWARE USE WORLDWIDE / TERM: in perpetuity

- Games

- Software

- DVD



MULTIMEDIA: WEB SERIES USE WORLDWIDE /TERM: in perpetuity

- TV series

- Internet series

- Mobile series

- VOD programming



CORPORATE: ALL MEDIA WORLDWIDE / TERM: 2 years

- TV Broadcast show

- Internet

- Festival

- Live Events

- Cinema

- Industry Events

- Conventions



CORPORATE: LIVE EVENTS USE NATIONAL / TERM: 2 years

- Live Events

- Film Festival

- Stage Decor for Concerts

- Video mapping

- Pubblic presentation

- Closed circuit

- Cultural and Educational Projects


In general: for Productions (e.g. films, documentaries, music videos, television series, advertising commercials or other multimedia productions) shown or distributed to the public by any means currently known or developed in the future.


To know the final purchase price it is necessary to set the options concerning the types of License (Advertising, Multimedia and Corporate), in relation to different uses indicated and to the quality of the required format (5K-4K-2K R3D original Red Raw code, or HD Apple ProRes 422HQ and finally SD).

Note: if the available Licenses do not appear sufficient to comprehensively ensure the applicable rights in line with the your needs, please contact Customer Service at: sales@animalsreel.com

B) LICENSE FOR HIGH QUALITY VIDEO AND CLIP MOCK-UPS ON TRIAL

The "Video Mock-up" License allows you to use films with low resolution watermark selected ("Video Mock-ups") only as a trial, sample, mock-up or cut of evaluation materials. This License does not allow you to show or distribute such video or to incorporate it in final products. The video mock-up can be modified, but it is not permitted to remove or alter the AnimalsReel watermark. The "high quality Clip" License allows you to use the footage downloadable free of charge only as a trial or cut of evaluation materials. This License does not allow you to show or distribute such video or to incorporate it in final products.

C) IMAGE LICENSES (PHOTOS)

The standard image License allows you to use the images:

- for digital reproduction, also on web sites, online advertising, social networks, mobile device advertising, "apps", software, e-cards, digital publications (e-books, e-magazines, blogs, etc.) and in online media, including video sharing services such as YouTube, Vimeo and the like;

- for printing on physical media as part of packages, labels, letterheads, business cards, advertising of a specific store, posters, CD and DVD covers or in advertisements and in tangible media such as newspapers, magazines and books;

- as part of a national advertising campaign;

- incorporated in film, videos, television series, advertising or other multimedia productions designed for distribution with any means currently known or developed in the future ("Productions"), without considering the expected audience size;

- for personal and non-commercial use (excluding resale, downloading or distribution to third parties, or other types of commercial use);

- incorporated in products or articles on promotion for sale or distribution (hereinafter "Articles"), including but not limited to fabrics, graphic materials, magnets, wall decorations, calendars, toys, stationery, greeting cards and other intangible reproductions intended sale or distribution;

- in wall art to decorate a commercial space owned by the User or one of its Customers.

Note: if the Image Licenses do not appear sufficient to comprehensively ensure the applicable rights in line with the your needs, please contact Customer Service at: sales@animalsreel.com

D) LIMITATIONS OF USE OF VISUAL CONTENT

- The duration of the user right of the clips, videos and photos purchased with an Advertising and Corporate License is limited to 2 years.

- The Customer (User) may not use the Visual Content purchased in ways other than those expressly specified in the License purchased for such Content.

- The Customer (User) may not make the objects (animals) present (photographed) in any Visual Content appear in ways that a reasonable person would find offensive, including, but not limited to:

a) in connection with pornographic material, "adult videos", adult clubs, escort or dating services and the like;

b) in relation to advertising of tobacco and related products;

c) as suffering from or receiving treatment for physical or mental disorders;

d) involved in criminal or immoral activities and in any case use Visual Content in pornographic, defamatory or deceptive contexts or in a way that may be considered offensive, obscene or illegal.

The Customer/User may also not:

- use Visual Content marked as "Editorial use only" for commercial use;

- resell to third parties, redistribute, provide access to, share or transfer any Visual Content except as expressly provided for in this document;

- use Visual Content in a manner that violates the trademark or other intellectual property rights of third parties or gives rise to a complaint for misleading advertising or unfair competition;

- use any Visual Content (in whole or in part) as a corporate trademark, logo;

- use stills from Videos except for simultaneously advertising, promoting and marketing works derived from the use of such Video;

- misrepresent, either expressly or by reasonable inference, using the Visual Content in such a way as to make people believe that it is the work of the User or of a person other than the producer, owner of the stock images (visual content), i.e. AnimalsReel.com

E) USE OF THE WEBSITE

INTELLECTUAL PROPERTY RIGHTS

The elements published on the AnimalsReel website, including, in particular, the logo, trademarks, texts, photographs, images, drawings, models or tables constitute works protected by intellectual property or personal rights. Full or partial reproduction or representation of this website is therefore prohibited without the prior express consent of the owners of such rights and may constitute an act of counterfeiting punished by the provisions of the Intellectual Property Code and/or a criminal act involving the civil liability of those violating the aforementioned rights.

USER LIABILITY

The User is fully liable for browsing the website www.animalsreel.com . AnimalsReel cannot be held liable for any failure, errors or computer viruses that could hinder the continuity of access to its website or malfunctions that could be encountered in the User's PC following access to the website. Consequently, the same shall not be required to repair any direct or indirect damage that may be related to the use of or access to the website or downloading of elements contained on the website (images, texts, video files).

F) TECHNICAL QUALITY AND APPEARANCE OF VISUAL CONTENT TAKEN IN GREEN SCREEN

Files containing videos and photos are sold on an "as is" basis and distributed in formats and under the User License conditions chosen for the purchase; nevertheless, the following general warnings on the technical quality and appearance of visual content and footage in green screen (chroma key technique) apply:

- the original files in R3D (Red Raw code) format, readable and editable only with specialised software (Redcine Pro, DaVinci Resolve, FCP X, etc.) may include an additional file in RMD format, necessary for presenting the Visual Content with "normal" look. The original R3D files, in fact, sometimes have dominants (e.g. magenta) due to the specific camera settings and/or particular lighting conditions used in the footage in question. These conditions can be modified at will and without loss of quality, with the aforementioned software products, according to taste and to the style of the footage in which the Customer intends to insert the visual content provided by AnimalsReel;

- very rarely, in certain slow motion footage, minor flickering is present caused by fluorescent light sources on the shooting set;

- all images (videos and photos) of the various collections, visible on the AnimalsReel.com website, are presented with the application of a mask with the same color as the background, which covers persons (animal trainers or crew) or objects on the set near the animal; since these are post-production interventions, useful only for a more orderly and pleasant presentation of the collections in the website showcase, the Customer will find the Visual Content without this mask, so people or objects will appear next to the animal. The Customer, therefore, in post-production, must execute a "key" to remove the green background and the people or objects around the animal. Purchase of the User License does not authorise insertion in your final footage of the people and objects that appear in the Visual Content in addition to the animal;

G) ATTRIBUTION OF CREDIT AND COPYRIGHT

Any use of Visual Content must be accompanied by the attribution of credit to AnimalsReel, substantially in the form below: "Images and videos used under license from AnimalsReel.com”

In any case, attribution of credit must have the dimensions, colours and significance such as to be clearly visible to the naked eye and preferably with the inclusion of the logo can be downloaded from the link indicated.

PART II WARRANTIES AND REPRESENTATIONS

AnimalsReel.com warrants that the Visual Content in its original form, downloaded and used entirely in accordance with these Terms of Service and with applicable legislation:

a) does not violate any copyright, trademark or intellectual property right;

b) does not violate the privacy or advertising rights of third parties;

c) does not violate laws, statutes, ordinances or provisions of Italian legislation;

d) is not defamatory, offensive, pornographic or obscene.

This without prejudice to the warning in point E above.

AnimalsReel.com shall, to the extent reasonably possible, ensure the accuracy of descriptions and keywords.

PART III LIABILITY AND INDEMNIFICATION

In accordance with the terms of this document and provided that the User has not violated the terms of this Agreement, AnimalsReel.com undertakes to defend, indemnify and hold the User harmless within the "Limitation of Liability" specified below.

Such indemnification is applicable only to direct damage to the Customer arising from claims by third parties and directly attributable to a breach of the warranties and representations listed in Part II by AnimalsReel.com, together with legal costs.

Indemnification is subject to notification to AnimalsReel.com by the Customer, in writing, of any claim submitted or threatened, no later than 10 (ten) working days from the date on which the latter becomes aware or reasonably should have become aware of submission of a claim or dispute.

Such notification shall include all the details of the claim known at the time (e.g. how the Visual Content in question is used, the name and contact details of the person and/or organisation making the claim, copies of correspondence received and/or sent in relation to the claim).

The notification shall be sent to AnimalsReel at the following email address: info@animalsreel.com in addition to a hard copy by registered letter with return receipt requested, to the postal address: Everest Film Productions - Legal office - Giuseppe Gasparini Law Firm, where it elects domicile, Via Rezzonico 24, 35131 Padova - Italy -

AnimalsReel.com shall have the right to assume the management, settlement or defense of any claim or dispute relating to the aforementioned indemnification.

The User undertakes to cooperate with AnimalsReel in the defense of any claim and shall have the right to participate in any litigation at its own expense.

The User accepts not to hold AnimalsReel liable for any legal costs and/or other costs incurred by or on behalf of the same before AnimalsReel has the opportunity to verify the validity of the claim.

AnimalsReel shall not be liable for any damages, costs or losses arising from changes implemented by the User to Visual Content or related to the context in which it is used.

The User accepts to indemnify and hold AnimalsReel and its representatives, employees, shareholders, directors, managers, members and suppliers harmless of any damages resulting from use of Visual Content not governed by this Agreement.

The User also accepts to indemnify AnimalsReel.com for any costs and expenses should the User violate any of the terms of service or any other agreement with AnimalsReel.com

PART IV ADDITIONAL CONDITIONS AND SPECIFICATIONS

Except in cases provided for by law, there is no obligation on the part of AnimalsReel.com to reimburse payments under any circumstances.

Should AnimalsReel deem it appropriate to make a full or partial reimbursement of the amounts paid by a Customer (User), such reimbursement shall be made by the same means of payment used for the purchase.

The expression "Not transferable" in the sense used in this agreement means that, unless otherwise provided for in this Agreement, the User may not sell, rent, upload, give, sublicense or otherwise transfer the Visual Content or right to use the Visual Content to anyone whomsoever. The User may, nevertheless, make a one-off transfer of Visual Content to third parties for the sole purpose of producing and/or manufacturing of goods on which the Visual Content is depicted, in accordance with the provisions of these terms and conditions.

Should the User be informed that a Social Network website is using Visual Content in a manner not envisaged by the license purchased under this Agreement, the same undertakes to remove all derivative works that include the Content in question from such Website and to immediately notify AnimalsReel of use of the image by the Website.

The User undertakes to adopt all commercially reasonable steps to prevent third parties from duplicating Visual Content. Should the User be informed of any unauthorised duplication of AnimalsReel Visual Content, the latter shall immediately notify the same at the following email address: info@animalsreel.com as well as at the postal address: Everest Film Productions - Legal office - Giuseppe Gasparini Law Firm, where it elects domicile, Via Rezzonico 24, 35131 Padova - Italy -

APPLICABLE LAW AND JURISDICTION

The validity, interpretation and application of this Agreement, the issues arising out of or relating to this Agreement or its drafting, application or violation, as well as the related issues, are governed by Italian law.

Any proceedings or legal action concerning the validity, interpretation and application of this Agreement, the issues arising out of or relating to this Agreement or its drafting, application or violation, as well as the related issues, shall be brought exclusively before the Court of Rome (Italy).

The parties agree on the exclusive jurisdiction of such Court, waiving any objection as to the adequacy or appropriateness of such body and jurisdiction.

For the purposes of this Agreement, a day is defined as the period of twenty-four (24) hours commencing at the time of purchase of the product. A month is defined as the period of thirty (30) consecutive days from and including the date of purchase of the product.

Should part of this Agreement be determined to be invalid or unenforceable by the Legislative and Supervisory Bodies of the competent jurisdiction, such invalidity shall be limited only to the part deemed invalid or unenforceable, without invalidating the remaining parts of the individual clause or of the agreement as a whole, in order that these Terms of Service continue to have full execution and effectiveness.

BREACH OF CONTRACT AND INDEMNITY

Should the User be in breach of one of the Terms of Service or of any other agreement with AnimalsReel, in addition to all other rights provided for by law, AnimalsReel may block the account of such User without notice.

AnimalsReel assumes no obligation to reimburse payments made by Users whose accounts have been blocked due to any violation.

Except as expressly stated herein, AnimalsReel does not grant the right or provide authorisations or warranties with respect to the use of personal data or other identifiable elements, music or other audio tracks, trademarks, logos and designs, works of art or architecture covered by copyright represented or otherwise inserted in the Visual Content provided.

AnimalsReel and its representatives, employees, managers, members, shareholders, executives or suppliers shall not be towards the User or any other person or entity for any general, moral, special, indirect, consequential or incidental damages , lost profits or other damages, costs or losses deriving from use of the Visual Content by the User or from a breach of this agreement on the part of AnimalsReel.

AnimalsReel does not warrant that the Visual Content, its website or other materials shall meet the User's requirements vis-a-vis the final project, or that such use shall be free from interruptions or errors.

The User accepts all the risks relating to the quality, performance and use of the Visual Content.

Before purchasing, it is recommended to download the selected product in order to test its correspondence to the needs and objectives of the project in question.

Should the User make fraudulent use of the data of a credit card to open an account, or otherwise engage in criminal activities to the detriment of AnimalsReel, the same shall be immediately reported to the competent Italian and international authorities.