Hquality Content License Agreement

The present License Agreement governs Hquality Content that you find on the Website. Please read this Agreement carefully. By clicking “I agree” or otherwise signifying your acceptance of this Agreement or by using any Content, you are agreeing to be legally bound by this Agreement.

  1. Definitions.

As used in this Agreement:

  1. Content” means any work, including video footage, a photograph, an illustration, a video editing, a music or other audio file, an animation, or other audiovisual and digital media work, that is used pursuant to this Agreement.

  2. Download” or “Use” and variations thereof means downloading, using, obtaining or copying Content (i) from the Website, (ii) through a Hquality or reseller application programming interface or other software Website, (iii) through a Hquality or Reseller email, electronic or wireless delivery, or (iv) through delivery by Hquality or reseller of physical media.

  3. Item Page” means the specific Content item and item detail pages at the Website where item previews and information about the particular Content is made available for Hquality Users.

  4. Hquality User” means an individual who is a registered Hquality user or account holder.

  5. Website” means our internet site at www.videostockmillionaire.it or www.videostockmillionaire.com .

  1. Grant of License.

  1. The License: We hereby grant you a non-exclusive license (the “License“) to use and play the Content on the terms and subject to the conditions and limitations set out in this Agreement,

  2. Type of License: the License granted to you for such Content will be on the terms and conditions of this Agreement

  3. Retention of Rights to the Content: You will not acquire, and we and/or the Content contributor will retain, all right, title, and interest in and to all of the copyrights, trademarks, trade secrets and other proprietary rights in the Content or Content Information that are not expressly granted to you by the terms of this Agreement. The License does not include the right to record a new performance of Content or the composition reflected thereby.

  4. License Conditioned on Compliance: The License is conditioned upon compliance by you and your personnel and contractors (each a “Representative“) with and fulfilment of your responsibilities under this Agreement and our receipt of full payment of the applicable price for the License and Content.

  1. License Limits.

  1. Number of Productions: The License authorizes an unlimited number of plays of the Content on the terms and subject to conditions and restrictions of this Agreement.

  2. Number of Seats: If we have granted you a License, you may allow access to or use of the Content on your behalf to no more than 1 individual. The individual who is using the Content through the Website will be deemed to be that person unless at the time of the use another individual was designated by the Hquality User on the checkout page of the Website or otherwise in writing to us.

  3. Use of Stills from Video: For video Content, you may not use “stills” derived from the Content, except in connection with the in-context marketing, promotion, and advertising of your Production that incorporates the Content.

  1. Restrictions.

  1. Item Page: In addition to the terms and conditions of this Agreement, the License to the Content is subject to any special terms that are contained or linked to in the Item Page for that particular Content, if any, including restrictions on the type of Productions or Merchandise in which the Content may be used. Check this Agreement and any Website page to which any term used in the Item Page is linked for the meaning of terms used in the Item Page; if a term used there is defined in this Agreement or any such other Website page, it will have the meanings ascribed to them herein or therein, as the case may be.

  2. Restrictions on Transfer of License: The License is non-transferable. This means that you may not resell, sublicense, rent, loan, assign or transfer the Content to any third Person, except pursuant to an assignment permitted above or as otherwise expressly authorized in this Agreement. For avoidance of doubt, the restriction on transferability does not apply to your Productions or Merchandise that incorporate Content pursuant to the License.

  3. No Distribution of Raw Content: Except as expressly permitted, you may not (i) distribute, transmit or publicly display Content as a template, a standalone file or to others for consumption, reproduction or re-sale, or (ii) superficially modify any raw Content and sell or license it to others for consumption, reproduction or resale.

  4. No Use in Trademarks or Logos: You may not incorporate any Content into a logo, trademark or service mark.

  5. Sensitive Use: You may not use any Content that features any person or property in a manner that would be unflattering or unduly controversial to a reasonable person, including use in a political context, such as the promotion, advertisement or endorsement of any party, candidate, or elected official, or in connection with any political policy or viewpoint, or as suffering from, or medicating for, a physical or mental ailment (each of the foregoing, “Sensitive Use“). For avoidance of doubt, use of Content in an obviously satirical Production that is not an Advertisement would not be prohibited by the prohibition on Sensitive Use or offensive use.

  6. No Unlawful Use: You may not use any Content in a pornographic, unlawful or defamatory context or manner, including use (i) in connection with pornography, adult videos, adult entertainment venues, escort services, dating services, or the like; (ii) in connection with the advertisement or promotion of tobacco products; or (iii) depicting a person in the Content as engaging in acts of moral turpitude or criminal activity.

  7. Availability: The Content will be available on the website for a minimum of 365 days from the day of its publication. After that period, the Content might be, but not necessarily will be, pulled away from the Website, according to the decision of Hquality.

  8. Contact Us If You Need Rights for Use Not Permitted By this Agreement: If you need to use any Content in a manner that is not permitted by this Agreement, contact Hquality at legal@hquality.eu.

  1. Content Depicting Personal Information or Third Party IP.

  1. Personal Information or Third Party IP: Notwithstanding anything else in this Agreement, the License does not include and we make no warranties with regard to any personally identifiable information of any person or any trademark, trade dress, logo, copyrighted design, art, architecture or other works that may be depicted in the Content (collectively, “Third Party IP“).

  1. Credit Attribution.

  1. If the Content is used in an editorial context in a Production that is posted online, you will accompany the Production with a credit line hyperlink to www.videostockmillionaire.it or www.videostockmillionaire.com that reads “Stock media provided by [Content contributor Name]/ Hquality” or substantively similar language.

  2. For all other Productions incorporating the Content where crediting is customary or where other such credits are provided, you will use your reasonable commercial efforts to accompany the Production with a credit line that reads “Stock media provided by [Content contributor Name]/ Hquality” or substantively similar language.

  3. The unintentional omission of credit attribution provided for above will not be considered to be a breach of this Agreement as long as you promptly cure the same upon written notice.

  1. Representations, Warranties and Disclaimers.

  1. Our Warranties: We warrant with regard to Content that:

    1. We have the right and authority to enter into and grant the rights in the Content granted to you in this Agreement, subject to all applicable limitations and exclusions in this Agreement.

    2. Unaltered Content when Downloaded and used in full compliance with this Agreement and applicable law and with respect to which you have fulfilled your responsibilities and obligations under this Agreement, including your payment of all applicable fees set forth in the Website,

      1. will not infringe any copyright, trademark or other intellectual property right, and

      2. will not violate any third parties’ rights of privacy or publicity rights.

  2. Limited Warranty: We warrant that there are no material defects in the Content which would prevent it from being downloaded from the Website and used as permitted herein. If there are material defects in the Content, your exclusive remedy will be as follows: (i) upon request to us within 30 days of the download of such Content, you will be permitted to download the Content again to obtain a replacement copy of the Content; or (ii) if we determine, in our sole discretion, that defects would continue to prevent it from being downloaded from the Website or used as permitted herein successfully, we will refund the fee actually paid by you for such Content.

  3. Warranty Disclaimer: OTHER THAN AS EXPRESSLY PROVIDED, THE WEBSITE, OUR SERVICES, THE CONTENT AND THE CONTENT INFORMATION ARE PROVIDED “AS IS” WITHOUT ANY REPRESENTATION, WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR TITLE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. THE HQUALITY PARTIES DISCLAIM ANY REPRESENTATION OR WARRANTY THAT THE CONTENT OR THE CONTENT INFORMATION WILL MEET YOUR REQUIREMENTS OR THAT ITS USE WILL BE UNINTERRUPTED OR ERROR FREE. We only have model or property releases where and as expressly indicated on the Item Page. Certain jurisdictions do not allow the exclusion of implied warranties, so the above exclusion may not apply to you. You have specific rights under this warranty, but you may have others, which vary from jurisdiction to jurisdiction.

  4. Content Information Disclaimer: While we have made reasonable efforts to correctly categorize, keyword, caption, description and title the Content, we do not warrant the accuracy of such information. Additionally, except as expressly set forth in this Agreement, we do not warrant the accuracy of any Content Information.

  5. Representation about You: If you are an individual, you represent and warrant that you are of sufficient legal age and have legal capacity to create binding legal obligations set out in this Agreement.

  6. Representation About Your Information: You represent that all information provided to us by you or under your Hquality User ID is accurate and true, including all information relating to the Hquality User and the Licensee and credit card or other payment information, and you agree to update such information as is necessary for such information to continue to be accurate and complete.

  7. Representation of Individual Hquality User: If you are the individual who is Downloading the Content, you represent that you are the Hquality User under whose user ID you are doing so. If the individual who is entering into this Agreement is doing so on behalf of his/her employer, the Licensee and/or any other Person, such individual represents and warrants that (i) he/she has the full right and authority to execute, deliver and perform this Agreement on behalf such Person, and (ii) this Agreement is a binding Agreement of such Person, enforceable against such Person in accordance with its terms. In the event that such individual does not have such right, power and authority, such individual agrees that in addition to all rights and remedies available against such Person or anyone else relating to violation or infringement of intellectual rights, he/she will be personally liable to us for any breaches of the terms of this Agreement or violation and infringement of intellectual rights in the Content by such individual, such Person and its Representatives.

  1. Term of Termination.

  1. Material Breach by You: The License will terminate automatically without notice from us if you fail to cure a material breach or other material failure to comply with any provision of this Agreement within 14 days of written notice from us of the same. Upon termination, to the extent reasonably practical, you must yourself and must cause your Representatives to immediately: (i) stop using the Content; (ii) destroy or, upon our request, return the Content to us; (iii) delete or remove the Content from your premises, computer systems and storage (electronic or physical); and (iv) where applicable, ensure your Representatives and licensees do the same.

  2. Survival: The terms and provisions of Sections 1 through 11 shall survive termination or expiration of this Agreement.

  1. Payments & Taxes.

  1. Sale of License Final: All sales of Licenses are final, and we are under no obligation to refund any fees paid by you for Content under any circumstances, except upon a material breach of one of our express representations and warranties set forth herein. However, if you request for a refund, and we, in our sole discretion, determine to provide you with a refund, the license granted in this Agreement for the Content will be rescinded as if never granted. Any refund will be made by such means as we determine is appropriate.

  2. Taxes: You are responsible for promptly paying any and all applicable sales taxes, use taxes, value added taxes, property tax, customs, duties and any related interest or penalties imposed by any jurisdiction as a result of the License, any supplemental or other license or any use of the Content.

  3. No Set-Off, Withholdings or Deductions: You must pay the applicable price for the Content License in a payment currency approved on the Website without any set off, deduction or withholding of any kind, including tax withholdings or amounts charged for currency conversion.

  1. Parties.

  1. You: As used in this Agreement, the term, the “Licensee”, “you” and “your” refer to the person designated as “Licensee” when the Content is downloaded from the Website or otherwise first Downloaded. A Person may not Download Content unless he or she is the Licensee or has authority to and does in fact bind the designated Licensee to this Agreement.

  2. Us: The party with which you are contracting is, and as used herein the terms “Hquality”, “we”, “us” and “our” refer to Hquality S.r.l., an Italy-based company.

  1. Miscellaneous Provisions.

  1. Consent to Electronic Communications: You consent to receive communications from us electronically and you agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

  2. You Consent to Us Processing Your Data in Different Countries: You consent to your personal information being shared with and processed in the course of our business by us and our Affiliates, which are located in Italy, various other different countries in the EU, Switzerland or in the U.S., which provide varying and in some cases less privacy protection than your country.

  3. Unless the context requires otherwise, in any part of this Agreement: (i) “including” (and any of its derivative forms, e.g. “includes“), “e.g.” and “for example” means “including but not limited to”; (ii) “must not“, “should not“, “shall not” and “may not” are expressions of prohibition, and “will“, “must“, “should” and “shall” are expressions of command, and not merely expressions of future intent or expectation; (iii) use of the singular imports the plural and vice versa; (iv) references to one or no gender include the other or no gender; “(v) when applied to a company, “Affiliate(s)” means any/all companies that from time to time directly or indirectly are owned or controlled by such company, under common ownership or control with such company or own or control such company; (vi) “Person” means an individual or legal entity, including a company or a governmental agency or instrumentality; and (vi) the headings in this Agreement are for ease of reference only and shall not affect its interpretation.

  4. Notwithstanding anything else in this or any other agreement, (i) we reserve the right to make changes to this Agreement, the Website Terms and Conditions, and the terms, disclaimers, restrictions, guidelines, and policies contained on the applicable Item Page and otherwise at the Website where you download Content (collectively, the “Website Terms”), at any time and without notice to you, and (ii) you will be subject to the terms of the same in force at the time that the Content was first Downloaded for or by you. For avoidance of doubt, a change to any of the same will not apply to Content that was first Downloaded for or by you prior to the change. No modification, deletion, amendment of any provision is binding on us unless in writing signed by our authorized representative or posted by us on the Website.

  5. If you learn that any Content is subject to a threatened or actual third party claim of infringement, violation of another right, or any other claim for which we may be liable, you will promptly notify us of any such claim. If we learn of such a claim from you, the third party or otherwise and we, in our sole good faith discretion, determine that the claim raises an inappropriate legal risk, upon notice from us, you will (i) remove the Content from your computer systems and storage devices (electronic or physical), and (ii) cease any future use of the Content at your own expense if possible. If you do remove and cease use of the Content, we will either refund your license fees for the applicable Content or without charge provide you with other content that we determine with your consent, not to be unreasonably withheld or delayed, is comparable, subject to the other terms and conditions of this Agreement.

  6. The parties to this Agreement are independent contractors, and nothing in this Agreement or the License or any supplemental or other license shall create a joint venture, partnership or franchise or fiduciary relationship between the parties.

  7. If any provision, or portion thereof, of this Agreement, or its application to any person or circumstance, shall be invalid, illegal or unenforceable to any extent, the remainder of this Agreement, such provision and their application shall not be affected thereby, but shall be interpreted without such unenforceable provision or portion thereof so as to give effect, insofar as is possible, to the original intent of the parties, and shall otherwise be enforceable to the fullest extent permitted by law.

  8. This Agreement shall be construed in accordance with the laws of Italy without regard to its choice of law provisions. The United Nations Convention on Contracts for the International Sale of Goods does not govern this Agreement. The License, any supplemental or other license, any Download of Content and access to and use of the Website and the entering into this Agreement will be deemed to take place in Italy.

  9. Any dispute regarding this Agreement, the License, any supplemental or other license or any Content or the use thereof will be resolved exclusively by a court in Lodi, Italy. We and you hereby waive any objection to venue, or to the inconvenience of the forum, of any such court or right to trial by jury to resolve any such dispute. The parties hereby consent to the jurisdiction of such courts.

  10. You will promptly reimburse us for any reasonable attorneys’ fees and court costs that are incurred by us in enforcing this Agreement.

  11. All of the covenants, terms, provisions and agreements contained in this Agreement shall be binding upon, and inure to the benefit of, the parties hereto and, to the extent permitted by this Agreement, their respective heirs, legal representatives, successors and permitted assigns.

  12. The Hquality Parties are intended third Person beneficiaries of this Agreement. Nothing in this Agreement, express or implied, is intended to or shall confer upon any other third Person any rights, benefits or remedies of any nature whatsoever.

  13. Except as otherwise set forth herein, any notice required or permitted to be given under this Agreement shall be in writing, delivered by hand, nationally recognized overnight courier service, email or registered or certified mail, addressed (i) to Hquality at: legal@hquality.eu; or (ii) to you at the email address or contact information provided for the Hquality User account or registration under which the relevant Content was downloaded.

  14. If you breach any provision of this Agreement and we take no action, we will still be entitled to use our rights and remedies in any other situation where you breach this Agreement. Your obligations, the limitations and our rights and remedies set out in this Agreement are cumulative and are in addition to your obligations and our rights and remedies at law or in equity.

  15. Except as expressly provided in this Agreement, this Agreement is personal to you and is not assignable by you without Hquality’s prior written consent. Hquality may assign this Agreement without your consent to any other Person so long as such Person agrees to be bound by its terms.

  16. This Agreement is in addition to the Website Terms (which are all incorporated by this reference into this Agreement), all of which together with this Agreement embody the parties’ entire agreement and supersedes and cancels any prior or implied agreement with respect to its subject matter; provided that in the event of any inconsistency between this Agreement and such Website Terms, the terms of this Agreement shall govern.