- "Licensor" shall mean Findstory Company Limited, a legal entity under the laws of Cyprus, company number HE417983, taxpayer registration number 10417983G, address: Zinas Kanther, 16, 7th floor, office 25-26, 1065, Nicosia, Cyprus.
- "Licensee" shall mean a legal entity or an individual, as well as their related parties (individual, corporation, limited or general partnership, limited liability company, joint venture, association, trust, estate, organization, entity (any of them further a “Person”) that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, another Person (for purposes of this definition, “control” means the power, whether held directly or indirectly, to direct or cause the direction of management and policies through ownership of voting securities, contract or otherwise)).
- The Licensor and Licensee are referred to as the "Parties" and each individually as a "Party."
- Since the Licensee intends to use the Content, and the Licensor has relevant powers to dispose of the intellectual property rights to the Content, the Parties have agreed on the following use terms and conditions:
Section I: License and its main terms and conditions
- Under the terms and conditions of the License Agreement, the Licensor shall grant the Licensee a non-exclusive license (permit) ("License") to use the Content in ways determined in Section II of the License Agreement throughout the Term on the Territory.
- "Content" shall mean each and any video and/or audiovisual clip placed on the Website, any fragment, segment, or another part of such clip that may be used separately.
- "Price Plan" shall mean a packaged offer on the Website, which determines, for each package, the specifications of the Content, Content Access Period, terms and conditions of its use, as well as the monthly or annual fee for such use to be paid by the Licensee.
- “Content Access Period” shall mean a period defined by the Price Plan and prepaid by the Licensee during which the Licensee shall have access to the Content on the Website for its downloading. Content Access Period shall start from the moment of the payment of the fee for using the Content and shall expire on the last day of the period prepaid by the Licensee.
- "Term" shall mean a period starting simultaneously with the Content Access Period and lasting continuously in relation to the Content downloaded by the Licensee during the Content Access Period. Upon expiration of the Content Access Period, the Licensee shall not have the right to download the Content but shall retain the right to use the downloaded Content in one project or final product, with no limitation in time, subject to the terms and conditions of this License Agreement.
- "Territory" shall mean the territory of the entire world.
Section II: Requirements for using the Content
- The Licensee shall have the right to reproduce and include the Content in works — in any project and/or final product, including, but not limited to the following products: pieces of the screen (feature film, series), television works (program), as well as commercial, musical video, game, and to freely dispose of such a project and/or final product subject to the conditions established by the Price Plan chosen by the Licensee.
- However, when using the Content, the Licensee:
- shall comply with the conditions of the Price Plan while using the Content as well as distributing the project and/or final product;
- shall each time use the Content for only one project or final product; and if the same Content is needed for another project or final product, shall download the respective Content from the Website again;
- shall not authorize the use of the Content by other persons (not sub-license the rights), as well as shall not include the Content in Licensee’s own services, similar to those of FINDSTORY, and distribute the Content in such a way;
- shall refrain from actions, which will lead to the use of the Content on a stand-alone basis, including the use enabling others to download it or disseminate it not as part of the project or final product; or which will lead to unauthorized access to the Content by persons who have not obtained a license from FINDSTORY;
- shall not use the Content on a stand-alone basis and shall not authorize others to download it or disseminate it not as part of the project or final product by making superficial modification or other superficial interference with the Content, for example, by its cropping, technical conversion, coloring, etc.
- shall not reproduce the pictures or images contained in the Content on goods, including on dishware, T-shirts, business cards, as well as not use in signs, for identification of business or projects; not register pictures or images contained in the Content as trademarks or their part;
- shall not include the Content in the final product and/or project consisting of or containing solely the Licensor's Content, including by adding graphical signs identifying the Licensee's activity;
- shall observe the ethical and social moral standards, as well as rights of the persons involved in the Content; shall not use the Content, its parts, persons acting in the Content, in the final product or project of pornographic nature or the one that discredits honor, dignity, and goodwill or otherwise violates the relevant legislation.
Section III. Warranties of the Licensor
- The Licensor hereby represents and warrants that the Content is free from any third party rights that may give rise to claims against the Licensee, always provided that the Licensee uses the Content in compliance with the terms and conditions of the License Agreement.
- Individuals whose image appears in the Content have provided their consent for the use of the Content with their image and for commercial purposes, including for advertising or marketing projects. The Licensor hereby represents and warrants the Licensee that such individuals do not have the right of claim against the Licensee in connection with the use of the Content, provided the Licensee uses the Content in compliance with the terms of this License Agreement.
- Unless otherwise is stipulated by the Price Plan chosen by the Licensee, Licensor is not liable before the Licensee for any loss associated with the Agreement and/or the use by the Licensee of the Website and/or the Content. If the Price Plan is chosen by the Licensee provide liability of the Licensor, the Licensor shall indemnify the Licensee against any and all costs incurred by the Licensee in connection with the breach of the Licensor’s warranty of absence of any third party’s rights, up to the amount determined by the Licensee’s Price Plan. By paying the Price Plan fee, the Licensee consents to the limitation of the Licensor's liability by the amount provided by the Licensee’s Price Plan and confirms sufficiency of the maximum indemnity amount provided by the Licensee’s Price Plan to cover Licensee's costs.
- If third parties file claims as to use the Content in ways determined by the License Agreement, the Licensee shall: (i) notify the Licensor in writing of the third party claims concerning the Content as soon as possible and provide sufficient details of the claim, (ii) not acknowledge the infringement and not satisfy any claims of third parties until the claim is finally considered by the Licensor, (iii) at the Licensor's request and at its expense, act on its side in court if the Licensor decides to seek the protection of its rights and interests, enter into and provide to the Licensor documents reasonably required for protecting its rights in court.
- If the Licensee fails to comply with one or several obligations determined in this section of the License Agreement, it shall lose the right indemnification provided in the License Agreement.
Section IV: Fee and payment procedure
- The fee for using the Content shall be determined by the Price Plan chosen by the Licensee. In order to obtain the License, the Licensee must transfer the full amount of the fee determined by the Price Plan in full without any deductions.
- Receipt by the Licensor of the full amount of the fee under the Price Plan shall be confirmation of the Licensee's powers to use the Content pursuant to the terms and conditions of the License Agreement and the terms of the chosen Price Plan.
- The fee for the use of the Content defined by the Price Plan is the only and sufficient payment to be made by the Licensee for the use of the Content on the terms and conditions of the License Agreement.
Section V: Intellectual property
- The Content is the intellectual property of the Licensor, and only the Licensor is authorized to use the Content without any restrictions as well as to grant permission or prohibit the use of the Content.
- The Licensee, like any other person using the Website, must refrain from actions, which may lead to violation of Licensor's intellectual property rights.
- With the purpose of promotion of FINDSTORY service, the Website, and the Content, Licensor has the right to distribute information on the use of the Content in any Licensee’s work, project, or final product in any sources, including but not limited to, in the FINDSTORY’s promotion and advertising materials of any kind as well as in other general or commercial materials distributed to the public via the media or other services, regardless of the means of information delivery, including through the Internet. Distribution of such information may be performed by reference to any details about the respective work, project, and/or final product, at the discretion of the Licensor, including, but not limited to, by way of reference to the title, production company, producer of the respective work, project and/or final product
Section VI: Term and other provisions
- This License Agreement shall be valid throughout the Term. The License Agreement may be amended by the Licensor at its own decision. The Licensee may, in each case familiarize itself with the terms and conditions for the use of the Content set forth in the License Agreement.
- The Licensor may, at any time at its own discretion, revoke the License and unilaterally terminate the License Agreement if the Licensee violates the terms and conditions of using the Content or other conditions of the Agreement.
Section VІІ: Applicable law
- The Agreement shall be governed by the laws of Cyprus. All the disputes arising in connection with the Agreement, as well as the execution or performance of the terms and conditions thereof, shall be resolved by Parties through negotiations and/or mediation.
- If the Parties fail to resolve any dispute through negotiations or mediation, such a dispute shall be referred for consideration and resolution to the International Commercial Arbitration Court at the Ukrainian Chamber of Commerce and Industry ("Arbitration Court") pursuant to the Rules of the Arbitration Court. An award of the Arbitration Court shall be final and binding upon the Parties. The Arbitration Court shall consist of one arbitrator to be appointed by the Licensor. Place of arbitration – Kyiv, Ukraine. The language of the arbitration shall be English.
Last revision date of the License Agreement: 09.04.2021
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