W3 STOCK CONTENT LICENSE AGREEMENT

LAST UPDATED: April 13, 2024

This is a license agreement between you and W3 Stock that explains how you can use video clips that you license from W3 Stock. By downloading content from W3 Stock, you accept the terms of this agreement.

1. Your use of content downloaded from W3 Stock is subject to single license terms. W3 Stock does not offer monthly or annual subscriptions.
2. Content from W3 Stock may be used in any way that is not outlined in the Restricted Uses section below. Subject to those restrictions and the rest of the terms of this agreement, the rights granted to you by W3 Stock are:
   • Perpetual, meaning there is no expiration or end date on your rights to use the content downloaded during your agreement.
   • Worldwide, meaning content can be used in any geographic territory.
   • Non-exclusive, meaning that you do not have exclusive rights to use the content. W3 Stock can license the same content to other customers.
   • Single-Use, meaning you can use the content in one project only, including any promotional material related to that project.
3. For purposes of this agreement, “use” means to copy, reproduce, modify, edit, synchronize, display, broadcast, publish, or otherwise make use of.
4. Watermarked content from the W3 Stock site may be used on a complimentary basis for test or sample layout (composite) use only. Watermarked content cannot be used in any final materials or any publicly available materials and may only be used for the 60 days following download.
5. Restricted Uses:
   1. No Unlawful Use. You may not use content in a pornographic, defamatory or other unlawful manner, or in violation of any applicable regulations or industry codes.
   2. No Standalone File Use. You may not use content in any way that allows others to download, extract, or redistribute content as a standalone file (meaning just the content file itself, separate from the project or end use).
   3. No Use in Trademark or Logo. You may not use content (in whole or in part) as the distinctive or distinguishing feature of a trademark, design mark, tradename, business name, service mark, or logo. Additionally, you shall not be entitled to register (in any jurisdiction) such content (in whole or in part) as a trademark or rely on any such registrations, prior use, and/or accrued goodwill to prevent any third party use of the content or any similar content (including by us, our customers, or the copyright owner of such content).
   4. No False Representation of Ownership. You may not falsely represent that you are the original creator of any content owned by W3 Stock.
   5. No Products for Resale. You may not use content in connection with any goods or services intended for resale or distribution where the primary value lies in the content itself including, without limitation, demonstration videos, DVDs, mobile applications, NFTs or other items for resale, license or other distribution for profit.
   6. No Electronic Templates. You may not use content in electronic or digital templates intended for resale or other distribution.
6. The rights granted to the purchaser of any W3 Stock content are non-transferable and non-sublicensable, meaning that they cannot be transferred or sublicensed to anyone else. If the purchaser of W3 Stock content is purchasing on behalf of an employer or client, the employer or client’s name, or company name, must be entered into the “Company” field in the purchase agreement, as they will become the licensee of the content. The terms of this agreement must therefore be adhered to by them and the rights granted to the purchaser will be granted to them, and are non-transferable and non-sublicensable. In that case, the purchaser represents and warrants that they have full legal authority to bind their employer or client to the terms of this agreement. If this is not the case, the employer or client may not use the content.
7. The holder of a W3 Stock account is responsible for tracking all activity for their account, and agrees to maintain the security of all passwords and usernames, notify W3 Stock immediately of any unauthorized use or other breach of security, and accept all responsibility for activity that occurs under each user account. W3 Stock reserves the right to monitor downloads and user activity to ensure compliance with the terms of this agreement. If W3 Stock determines that the holder of any account is in breach of this or any other term of this agreement, it may suspend access to their account and seek further legal remedies.
8. All of the licensed content is owned by W3 Stock. All rights not expressly granted in this agreement are reserved by W3 Stock.
9. Attribution is required where technically feasible. The following credit should be used in visual production closing credits: “Stock Footage Provided by W3 Stock”
10. Termination/Cancellation/Withdrawal.
    • Termination.
      This agreement is effective until it is terminated by either party. You can terminate this agreement by ceasing use of the content and deleting or destroying any copies. W3 Stock may terminate this agreement at any time if you fail to comply with any of the terms, in which case you must immediately: cease using the content; delete or destroy any copies; and, if requested, confirm to W3 Stock in writing that you have complied with these requirements.
      • Social Media Termination. If you use the content on a social media platform or other third party website and the platform or website uses (or announces that it plans to use) the content for its own purpose or in a way that is contrary to this agreement, this agreement shall immediately terminate.
    • Refunds/Cancellation.
      • W3 Stock does not offer refunds or re-credits for downloaded files. File returns will only be considered based on technical issues with the file, at the sole discretion of W3 Stock. All requests for refunds/cancellations must be made in writing. If the request is approved, W3 Stock will issue a credit to your account or credit card. In the event of cancellation, your rights to use the content terminate, and you must delete or destroy any copies of the content.
    • Content Withdrawal.
      W3 Stock may discontinue licensing any item of content at any time in its sole discretion. Upon notice from W3 Stock, or upon your knowledge, that any content may be subject to a claim of infringement for which W3 Stock may be liable, W3 Stock may require you to immediately, and at your own expense: cease using the content, delete or destroy any copies; and ensure that your clients, distributors and/or employer do likewise. W3 Stock will provide you with replacement content (determined by W3 Stock in its reasonable commercial judgment) free of charge, subject to the other terms of this agreement.
11. Representations and Warranties. W3 Stock makes the following representations and warranties:
    1. Warranty of Non-Infringement. Your use of the content in accordance with this agreement and in the form delivered by W3 Stock will not infringe on any copyright, moral right, trademark or other intellectual property right and will not violate any right of privacy or right of publicity; and all necessary model and/or property releases for use of the content in the manner authorized by this agreement have been obtained. Note that you are solely responsible for any edits made to the content.
    2. Caption/Metadata Disclaimer. While we have made reasonable efforts to correctly categorize, keyword, caption and title the content, W3 Stock does not warrant the accuracy of such information, or of any metadata provided with the content.
    3. No Other Warranties. Except as provided in the “warranty of non-infringement” section above, the content is provided “as is” without representation, warranty or condition of any kind, either express or implied, including, but not limited to, implied representations, warranties or conditions of merchantability, or fitness for a particular purpose. W3 Stock does not represent or warrant that the content will meet your requirements or that its use will be uninterrupted or error free.
12. Indemnification/Limitation of Liability.
    1. Indemnification of W3 Stock by you. You agree to defend, indemnify and hold harmless W3 Stock and its parent, subsidiaries, affiliates, and content suppliers, and each of their respective officers, directors and employees from all damages, liabilities and expenses (including reasonable legal costs including attorney fees) arising out of or in connection with any breach or alleged breach by you (or anyone acting on your behalf) of any of the terms of this agreement.
    2. Indemnification of you by W3 Stock. Provided that the content is only used in accordance with this agreement and you are not otherwise in breach of this agreement, and as your sole and exclusive remedy for any breach of the warranties set forth in Section 11(1) above, W3 Stock agrees, subject to the terms of this Section 12, to defend, indemnify and hold harmless you, your corporate parent, subsidiaries and affiliates, and each of your respective officers, directors and employees from all damages, liabilities and expenses (including reasonable legal costs including attorney fees) arising out of or in connection with any breach or alleged breach by W3 Stock of its warranty in Section11(1) above. This indemnification does not apply to the extent any damages, costs or losses arise out of or are a result of modifications made by you to the content or the context in which the content is used by you. This indemnification also does not apply to your continued use of content following notice from W3 Stock, or upon your knowledge, that the content is subject to a claim of infringement of a third party’s right.
       1. Extended Legal Guarantee. W3 Stock’s total maximum aggregate liability (meaning the total amount W3 Stock is responsible for, whether under this agreement or any other agreement for the same content) is limited to $10,000 US dollars per item of content. This limit applies regardless of the number of times you license the same piece of content from W3 Stock.
    3. The party seeking indemnification must promptly notify in writing the other party about the claim. The indemnifying party (the one covering the costs) has the right to assume the handling, settlement or defense of any claim or litigation, in which case the indemnified party (the one not covering the costs) has to cooperate in any way reasonably requested by the indemnifying party. The indemnifying party will not be liable for legal costs including attorney fees and other costs incurred prior to the other party giving notice of the claim for which indemnity is sought.
    4. Limitation of Liability. W3 STOCK WILL NOT BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR OTHER SIMILAR DAMAGES, COSTS OR LOSSES ARISING OUT OF THIS AGREEMENT, EVEN IF W3 STOCK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES. SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES OR LIABILITY.
13. General Provisions.
    1. Assignment. This agreement is personal to you and is not assignable by you without W3 Stock’s prior written consent. W3 Stock may assign this agreement, without notice or consent, to any corporate affiliate or to any successor in interest, provided that such entity agrees to be bound by these terms.
    2. Audit/Certificate of Compliance. Upon reasonable notice, you agree to provide to W3 Stock sample copies of projects or end uses that contain licensed content, including by providing W3 Stock with free of charge access to any pay-walled or otherwise restricted access website or platform where content is reproduced. In addition, upon reasonable notice, W3 Stock may, at its discretion, either through its own employees or through a third party, audit your records directly related to this agreement and your use of licensed content in order to verify compliance with the terms of this agreement. Where W3 Stock reasonably believes that content is being used outside of the scope of the license granted under this agreement, you agree, at W3 Stock’s request, to provide a certificate of compliance signed by an officer of your company, in a form to be approved by W3 Stock.
    3. Electronic storage. You agree to retain the copyright symbol, the name of W3 Stock, the content’s identification number and any other information that may be embedded in the electronic file containing the original content, and to maintain appropriate security to protect the content from unauthorized use by third parties. You may make one (1) copy of the content for back-up purposes.
    4. Severability. If one or more of the provisions in this agreement is found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions should not be affected. Such provisions should be revised only to the extent necessary to make them enforceable.
    5. Waiver. No action of either party, other than express written waiver, may be construed as a waiver of any provision of this agreement.
    6. Entire Agreement. No terms of conditions of this agreement may be added or deleted unless made in writing and accepted in writing by both parties, or issued electronically by W3 Stock and accepted in writing by you. In the event of any inconsistency between the terms of this agreement and the terms contained on any purchase order sent by you, the terms of this agreement will apply.
    7. Notice. All notices required to be sent to W3 Stock under this agreement should be sent via email to info@w3stock.com. All notices to you will be sent via email to the email set out in your account.
    8. Taxes. You agree to pay and be responsible for any and all sales taxes, use taxes, value added taxes and duties imposed by any jurisdiction as a result of the license granted to you, or of your use of the licensed content.
    9. Licensing Entity. The licensing entity under this agreement is determined based on your billing address.