This Non-Exclusive Contributor Agreement (this “Agreement”) governs the terms by which you (“you” or “your”) as a producer, provide footage and information, including video files, project files, sample preview videos, camera acquired footage, data files and other material (collectively, the "Content") to B-Rollstock, LLC. (“B-Rollstock or “us”) via its website at B-rollstock.com (the “Site”) for use by users of the B-Rollstock media service (“Users”) that enter into a Content License Agreement (the “Content License”). By uploading any Content to the Site you agree to be bound by all the terms and conditions of this Agreement. You also agree that by uploading any Content to the Site you have the capacity to form contracts under your local law. You should print a copy of this Agreement for your records.
You hereby appoint B-Rollstock as your agent to license and distribute the Content on a non-exclusive basis to Users. B-Rollstock, in its sole discretion, shall determine which of such Content is suitable for posting on the Site, and only such suitable Content will be accepted and made available to Users. No ownership or copyright in any Content shall pass to B-Rollstock or any User by your issuance of the licenses set forth in this Agreement.
You hereby grant B-Rollstock a worldwide, non-exclusive, transferable, sublicensable license and right (i) to post, reproduce, display, exhibit, transmit, and broadcast the Content (in whole or in part) on the Site, and in connection therewith, modify, crop, alter, edit, and/or enhance the Content; (ii) to use the Content for any business purpose relating to the promotion of the Site and its distribution programs, and the licensing of the Content; and (iii) to grant Users all the license rights in the Content as contemplated in the Content License, including without limitation, the right to grant a license to make derivative works.
Other than with respect to the rights granted in this Agreement, you retain all right, title and interest in the Content. No ownership or copyright in any Content shall pass to B-Rollstock or any User by your issuance of the licenses set forth in this Agreement.
Each time your uploaded Content is downloaded or otherwise licensed by a User, B-Rollstock shall pay you a Royalty Fee. B-Rollstock will use reasonable efforts to pay your Royalty Fee(s) on a monthly basis on or about the 15th day of the month following the month in which the license in the Content is purchased by a User. “Royalty Fee” is the rate in effect posted on the Site on the date you upload the Content (i.e., the specific Content that is then subsequently purchased by a User) to the Site; provided that, notwithstanding the foregoing, your Royalty Fee may decrease at the sole discretion of B-Rollstock. If the applicable rate does so decrease B-Rollstock will use reasonable efforts to notify you by email not less than thirty (30) days prior to the date of such rate reduction. If you disagree with such rate reduction you may remove such Content from the Site; provided that, in the event that such Content is so removed from the Site, any unexpired licenses in such Content then in effect shall remain in effect. Your failure to so remove your Content during the thirty days immediately following the date of such email notice, constitutes your acceptance of such rate reduction. The foregoing is your only remedy if B-Rollstock elects to change your Royalty Fee.
The Content License may be modified at the sole discretion of B-Rollstock without notice to you, and you agree to be bound by all of the terms and conditions of such modified Content License; provided that, B-Rollstock shall use reasonable efforts to notify you by email regarding any material modification (as determined in B-Rollstock’s reasonable discretion) of the Content License not less than thirty (30) days prior to the date such modification goes into effect. If you disagree with such modification you may email B-Rollstock within thirty days from the date of such email at email@example.com, and after receipt of your email, B-Rollstock shall, at its sole discretion, either remove your applicable Content from the Site or elect not to so modify the Content License; provided that, in the event that such Content is so removed from the Site, any unexpired licenses in such Content then in effect shall remain in effect. Your failure to so notify B-Rollstock within such 30-day period constitutes your acceptance and agreement to be bound by all of the terms and conditions of such modified Content License. The foregoing is your only remedy if B-Rollstock elects to materially modify the Content License.
Using the credit line supplied by you, B-Rollstock shall use reasonable efforts to credit you as the source of the Content, but shall have no liability for lack of credit. To the extent allowed by law, you waive all Moral Rights (hereafter defined) relating to the Content. To the extent such waivers are not allowed by applicable law, you agree not to enforce such Moral Rights against B-Rollstock and/or any of the Released Parties (hereafter defined). “Moral Rights” means all non-transferable and non-licensable rights belonging to the original creator of the Content that are automatically conferred by legislation to varying degrees in different countries.
All Content is subject to B-Rollstock’s approval prior to being made available to any Users. However, under no circumstance, does such review and approval process make B-Rollstock responsible for the content, quality, or consequences of your Content. B-Rollstock may at any time, without any obligation to do so and in its sole discretion, delete or edit any Content or Additional Information (hereafter defined) that it determines may violate this Agreement, the intellectual or proprietary rights of third parties, or is otherwise objectionable. You acknowledge that you, and not B-Rollstock, are responsible for the Content and the Additional Information and any consequences of uploading such Content and Additional Information to the Site. “Additional Information” means the descriptive and other information and supporting documents, such as model or property releases, relating to the Content that will enable us and Users to utilize the rights granted under the Content License.
You represent and warrant that (i) you have all requisite power and authority to enter into and perform your obligations under this Agreement, (ii) you have full legal rights to grant the rights granted hereunder, and you have not granted any rights that would conflict with this Agreement and/or the Content License, (iii) the Content is not in the public domain, (iv) the Content was created solely by you, (v) the Content does not (A) contain libelous matters or any recipe, formula, or instruction that, if implemented, might be injurious to a User or others, (B) infringe or violate a Person’s (hereafter defined) publicity right, privacy right, copyright, or any other intellectual property right, (C) defame any Person, (D) violate any applicable law or regulation, and/or (E) require the payment of a royalty or other compensation to a Person (other than to you as provided herein) as a result of the exercise of B-Rollstock’s or a User’s rights in the Content as contemplated by this Agreement and/or the Content License, (vi) you have provided all of the descriptive and other information and supporting documents, such as model or property releases relating to the Content that will enable B-Rollstock and Users to exercise all the rights contemplated by this Agreement and/or the Content License (collectively “Releases”), (vii) you have retained originals of the Releases and will provided copies of such to B-Rollstock, and (viii) no portion of the Content contains any feature designed to prevent its use, duplication, or enjoyment in the manner contemplated by this Agreement and/or the Content License, and the Content is free of any defects such as viruses, worms, or other items that may result in modification or damage to the Site, the Content and/or any other hardware or computer system. “Person”means an individual, a corporation, partnership, limited liability company, association, trust, unincorporated organization, or other legal entity or organization, or a government body.
You may terminate this Agreement at any time by giving at least thirty (30) days’ prior written notice to B-Rollstock using footage@B-rollstock.com. B-Rollstock may terminate this Agreement for any reason upon giving you no less than thirty (30) days’ prior notice by email sent to you at the most recent address provided by you on the Site.
Upon termination of this Agreement: (i) notwithstanding anything herein to the contrary, all unexpired licenses in the Content will remain in effect and you shall not license any such Content in a way that conflicts with any unexpired licenses, (ii) B-Rollstock may retain an archived copy of the Content solely for the purpose of responding to claims or inquiries regarding the Content, and (iii) the rights and obligations of the parties which by their nature should continue after the termination of this Agreement shall continue, including, without limitation, your indemnification obligations.
You agree to indemnify, defend and hold B-Rollstock and/or each of the Released Parties harmless from and against any and all claims, liability, losses, costs and expenses (including reasonable attorneys’ fees, legal costs and expenses) incurred by any of them arising out of or in connection with any alleged or actual breach of this Agreement by you and/or any duty, representation, or warranty contained herein. B-Rollstock reserves the right, at your expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and you agree to cooperate with B-Rollstock’s defense of such claim. “Released Parties” means collectively, with respect to B-Rollstock, its affiliates and subsidiaries, and their (including with respect to B-Rollstock) officers, directors, members, shareholders, partners, employees, agents, and/or representatives, and all Users, licensors and/or other contributors to the Site.
THE SITE AND THE SERVICES 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. B-ROLLSTOCK DOES NOT REPRESENT OR WARRANT THAT (I) THE SITE WILL BE UNINTERRUPTED OR ERROR FREE AND/OR (II) ANY CONTENT THAT APPEARS ON THE SITE WILL ACTUALLY BE AVAILABLE FOR PURCHASE OR, IF DOWNLOADED, WILL BE FREE OF ANY DEFECTS OR VIRUSES.
Certain jurisdictions do not allow the exclusion of implied warranties, so portions of the above exclusion may not apply.
IN NO EVENT SHALL B-ROLLSTOCK AND/OR ANY RELEASED PARTY BE LIABLE FOR (I) ANY INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, AND/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 THE USE OF, RELIANCE UPON, ACCESS TO, OR EXPLOITATION OF THE SITE, THE CONTENT OR ANY PART THEREOF, OR ANY RIGHTS GRANTED TO YOU HEREUNDER, EVEN IF ANY SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND/OR (II) ANY MISUSE OF THE CONTENT BY ANY USER AND/OR ANY THIRD PARTY; AND/OR (III) ANY VIOLATION OF THE CONTENT LICENSE BY A USER; AND/OR (IV) ANY LOSS OR DAMAGE TO ANY OF THE CONTENT OR ANY OTHER MATERIALS SUBMITTED IN CONNECTION WITH THIS AGREEMENT. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, B-ROLLSTOCK’S AND/OR THE RELEASED PARTIES’ MAXIMUM AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT AND/OR THE USE OR MISUSE OR EXPLOITATION OF ANY OR ALL OF THE SITE AND/OR THE CONTENT IN ANY MANNER SHALL NOT EXCEED FIVE HUNDRED UNITED STATES DOLLARS (US$500.00).
You shall bear sole responsibility for obtaining and maintaining adequate insurance for protection of the Content and other materials submitted to B-Rollstock.
This Agreement and the relationship between you and B-Rollstock shall be governed by the laws of the State of Florida without regard to any provision of its laws which would require the application of the laws of a different jurisdiction. For any dispute arising under this Agreement, you agree to submit to the personal and exclusive jurisdiction of the federal and state courts located in Orange County, Florida. You waive any right to trial by jury. You further agrees to accept service of process by mail, and hereby waive any and all jurisdictional and venue defenses otherwise available. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred. Notwithstanding anything herein to the contrary, any and all disputes arising out of, under or in connection with this Agreement shall, at the option of B-Rollstock, be submitted to confidential arbitration by a single arbitrator selected using the rules and procedures for arbitrator selection under the Commercial Rules of the American Arbitration Association (“AAA”). The arbitration shall be conducted in Orange County, Florida using governing commercial arbitration rules of the AAA. The arbitrator’s award shall be in writing, based upon governing law, state the reasons therefore, and be issued within ten (10) days of the conclusion of the arbitration hearing. Judgment upon any award by the arbitrator may be entered by any state or federal court of Orange County, Florida. If B-Rollstock is obligated to go to court or arbitration to enforce any of its rights, or to collect any fees, you shall reimburse B-Rollstock for its legal fees, expenses and costs if B-Rollstock is successful.
All notices provided hereunder shall be sent to you by email to the most recent address provided by you on the Site. B-Roll’s failure to insist upon or enforce strict performance of any provision of this Agreement shall not constitute a waiver. This Agreement constitutes the complete and exclusive understanding and agreement of the parties with respect to its subject matter and supersedes all prior understandings and agreements, whether written or oral, with respect to its subject matter.Any waiver, modification or amendment of any provision of this Agreement will be effective only if in writing and signed by duly authorized representatives of the parties. This Agreement is not assignable by you without B-Rollstock’s prior written consent. B-Rollstock may assign this Agreement to any other party so long as such party agrees to be bound by its terms. If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement will remain in full force and effect, and the provision affected will be construed so as to be enforceable to the maximum extent permissible by law. The headings in this Agreement are for the convenience of reference only and have no legal effect. The terms defined herein include the plural as well as the singular and vice-versa. Any legal or equitable principles that might require or permit the construction of this Agreement or any provision hereof against the party drafting this Agreement shall not apply in any construction or interpretation of this Agreement. Any ambiguities shall be reasonably construed as to its fair meaning and not strictly for or against one party regardless of who authored the ambiguous language. You shall be responsible for any applicable sales, use, withholding, or other transactional taxes. The parties expressly acknowledge that their relationship is not one of partnership, employment, joint venture, or any other legal entity.
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND HAVE HAD THE OPPORTUNITY TO SEEK INDEPENDENT LEGAL ADVICE PRIOR TO AGREEING TO IT.
B-Rollstock, LLC. 2016. All rights reserved.