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LICENSE AGREEMENT  

NOTICE

PLEASE BE CERTAIN THAT YOU READ THIS DOCUMENT CAREFULLY AND FULLY UNDERSTAND IT BEFORE USING THE USAFOOTAGE.COM WEB SITE FOR ANY PURPOSE. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU MAY NOT ACCESS OR OTHERWISE USE OUR WEBSITE OR AFFILIATED PRODUCTS OR SERVICES. YOUR CLICKING ON THE BUTTON MARKED “I ACCEPT” BELOW, AND/OR YOUR CONTINUED USE OF OUR WEB SITE, INDICATES YOUR ACKNOWLEDGMENT THAT YOU HAVE READ, UNDERSTOOD, AND ACCEPTED THESE TERMS AND CONDITIONS.

This Royalty-Free License and Conditions of Use (“Agreement”) is made and entered into by you, the user of this website (“User”), and USAFOOTAGE.COM LLC, a Florida limited liability corporation. User and/or USAFOOTAGE.COM are sometimes referred to hereinafter as “Party” or “Parties.” The date of this Agreement is the date on which User tenders payment for the right to license intellectual property of any kind (including without limitation moving and/or still pictures in any and every format and/or medium whether now known or hereafter invented or devised, graphics in any and every format and/or medium, whether now known or hereafter invented or devised, and/or any other visual image(s)) from USAFOOTAGE.COM. Any such intellectual property is hereinafter referred to as “Digital Media Files.” By using this site and/or purchasing any Digital Media Files, in any form, whether via download, on DVD ROM, CD ROM and/or any other medium, User agrees to be bound by the terms of this Agreement. If you are entering into this Agreement on behalf of your employer or as an agent or representative of any other party, you hereby represent that you have the authority to bind said employer and/or principal to the terms of this Agreement, and the license granted and restrictions and limitations recited herein apply both to your employer and/or principal as well as to you, as guarantor of said employer and/or principal. Should you cease representing your employer or principal, or cease having the authority to represent or bind said employer or principal, said employer or principal shall be regarded as continuing to operate under this Agreement unless and until USAFOOTAGE.COM is expressly notified of such termination of authority and a successor representative is appointed on behalf of said employer or principal.

Definitions
             
"Digital Media Files" are any images, animations, films, videos or other audio/visual representations recorded in any format that are owned or controlled by USAFOOTAGE.COM.

“Royalty Free” means that, apart from the purchase price, no further fee or compensation is due to USAFOOTAGE.COM no matter how many times the Digital Media File is used or how many projects it is used for, PROVIDED that no Digital Media Files may be used by anyone but the User, as a single user in accordance with the terms and conditions of this Agreement.

Grant Of License

Conditioned upon User’s full and faithful compliance with all the terms and conditions of this Agreement, upon User’s first use of the Digital Media Files, User is granted a non-exclusive, non-transferable license to use and modify the Digital Media Files subject to the following terms and conditions.

 Single-User License

The Digital Media Files may only be modified, or used in unmodified form, by the User. User may not rent, lease, lend, sell, transfer, copy, or sublicense the Digital Media Files to another person, company or other entity. Anything User produces using the Digital Media Files in any manner must be for User’s own use  or for the use of the User’s client or customer who must be the end-user of the Digital Media Files.

Non-Retail Uses

The Digital Media Files may be incorporated into a derivative work such as a film, video, broadcast, multimedia presentation, advertisement, live performance, or Internet presentation, but the Digital Media Files and any derivative work thereof may not be: (a) used, sold, licensed, reproduced, distributed or displayed as stand-alone background, stock or effects imagery elements, (b) made available as a downloadable file or files, or (c) included in any other clip media/stock product, library, collection, or set of clips for distribution or resale. These terms apply even if the Digital Media Files have been significantly altered.

Retail Products         

The Digital Media Files and any derivative work thereof may not, in whole or in part, be used, sold, sublicensed, reproduced, distributed, displayed, incorporated into or otherwise made available as templates, standalone backgrounds, stock elements, effects imagery elements or downloadable files. The Digital Media Files and any derivative work thereof may not, in whole or in part, be included in any other clip media/stock product, library, collection, or set of clips for distribution or resale. These Restrictions apply even if the Digital Media Files have been significantly altered. If Digital Media Files are used in a project that will be reproduced, sold or distributed (including but not limited to DVDs, home videos, music videos, and training videos), the Digital Media Files may not comprise more than 25% of the length of the finished work, even if the Digital Media Files are layered with other graphics, nor may the primary value of the product come from the Digital Media Files. The Digital Media Files are strictly prohibited from being used as screen savers. Additionally, you agree to notify USAFOOTAGE.COM in writing and take all steps possible to prevent any third party from duplicating or distributing any of the Digital Media Files included in the finished work. It is expressly understood USAFOOTAGE.COM has special licenses available to obtain additional rights, and in the event User desires such additional or special license for additional rights to the Works, User may contact USAFOOTAGE.COM to procure such special and/or additional license.

Special Limitations

The Digital Media Files may not under any circumstances be used in, on or in conjunction with pornographic, obscene, fraudulent, libelous, infringing, immoral, or illegal material. The Digital Media Files may not under any circumstances be used in a way that would defame, malign, slander, asperse, vilify or hold in a negative light the persons, property, countries, races, customs, cultures, religions, governments or military visible on the Digital Media Files.

Disclaimer

USAFOOTAGE.COM grants no rights and makes no warranties or representations with regard to the use of names, rights of personality, trademarks, trade dress, registered, unregistered or copyrighted designs or works of art or architecture depicted in any Digital Media Files.  USAFOOTAGE.COM makes no warranties or representations that it owns any rights to the content included within the Digital Media Files.  User expressly acknowledges and understands that User must satisfy himself/itself that all necessary rights or consents regarding any of the above, as may be required for reproduction, have been obtained. By way of illustration and not limitation, USAFOOTAGE.COM makes no warranties or representations regarding the User’s right to utilize the name, image or like personal qualities of any person depicted in any Digital Media Files. If User is uncertain whether additional rights are needed for User’s intended use, User is responsible for consulting with competent legal counsel to determine whether any such further rights are required for User’s particular use and, if so, for the acquisition thereof. User may not rely on any representation or warranty, written or oral, other than those set forth in this Agreement. USAFOOTAGE.COM makes no warranties, nor shall USAFOOTAGE.COM be liable, with regard to any claims arising from User’s use of a Digital Media File, including but not limited to use of a Digital media File which: (a) has been modified by User; (b) has been combined by User with other content; and/or (c) as to which USAFOOTAGE.COM has notified the User not to use.

             
Promotion and Marketing
             
Unless USAFOOTAGE.COM receives written notification from the User to the contrary, the User hereby grants USAFOOTAGE.COM the right to display any derivative works within the User’s possession or control that incorporate one or more of the Digital Media Files at tradeshows, in collateral, and/or via electronic distribution for USAFOOTAGE.COM marketing, educational, and promotional purposes as examples of customer usage. At the User’s request, USAFOOTAGE.COM will identify the User as the author of such derivative work.

 

Ownership
             
All rights, title and interest in the Digital Media Files, including any updates or revisions thereto, are and shall remain the exclusive property of USAFOOTAGE.COM, its licensors and their successors and assigns. Other than the limited license explicitly set forth in this Agreement, no interest in, or rights or licenses to the Digital Media Files are granted to the User and no interest in, or rights or licenses to the Digital Media Files shall inure in or accrue to the User, whether by implication, estoppel or otherwise. All rights of any kind in the Digital Media Files which are not expressly granted in this Agreement are not granted to User, and are entirely and exclusively reserved to and by USAFOOTAGE.COM, its licensors and their successors and assigns.

Limitation of Liability

USAFOOTAGE.COM will not be liable to User for any special, indirect, consequential, punitive, or incidental damages (including without limitation damages for loss of business profits, business interruption, loss of business information, or any other pecuniary loss) arising out of the use of or inability to use the Product. USAFOOTAGE.COM’s ENTIRE LIABILITY AND USER’S EXCLUSIVE REMEDY SHALL BE no more than the amount paid for the particular Digital Media Files. User’s rights may vary from state to state, but it is expressly agreed and intended by the terms of this Agreement that in no event shall USAFOOTAGE.COM be deemed to be liable by an amount which exceeds the full limitation of liability permitted by any respective state’s law.

Breach of Agreement

User agrees to indemnify, defend and hold harmless USAFOOTAGE.COM and its members, officers, employees, licensors, owners, users, agents, attorneys, independent contractors, providers, subsidiaries and affiliates (collectively, the “Affiliates”), from and against any and all liability and costs incurred by USAFOOTAGE.COM or said Affiliates in connection with any claim arising out of any breach by User of the foregoing representations, warranties and covenants, including, without limitation, all attorneys’ fees and costs incurred through all levels of the trial and appellate courts. User shall cooperate as fully as reasonably required in the defense of any claim. USAFOOTAGE.COM  reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by User, and User shall not in any event settle any such matter without the written consent of USAFOOTAGE.COM. All rights granted to User by this License and pursuant to this Agreement shall automatically terminate upon User’s breach of this Agreement. 

 

Term and Termination
                       
This Agreement shall be effective as of the earliest of the date the User first breaks the seal on a disc containing, or downloads, uploads, installs, or in any way uses, the Digital Media Files and shall continue in effect until terminated. Unless expressly waived by USAFOOTAGE.COM in writing, the User’s rights under this Agreement shall immediately terminate upon the User’s cessation of business, insolvency, assignment of assets for the benefit of creditors, bankruptcy or appointment of a trustee for all or a portion of the User’s assets. Upon termination of this Agreement for any reason, the User shall immediately cease all use of the Digital Media Files in any form and immediately return or destroy all copies of the Digital Media Files in the User’s possession or control. Any provisions in this Agreement that by their sense and context are intended to survive the termination of this Agreement shall survive such termination. Any cause of action that USAFOOTAGE.COM may have against the User for breach of this Agreement prior to the date of termination shall survive such termination.
             
Warranty

USAFOOTAGE.COM warrants the Product to be free from defects in material and workmanship for 60 days from delivery. User’s sole and exclusive remedy for a breach of this warranty is the replacement of the Product or a refund of the purchase price, which remedy shall be at the option of USAFOOTAGE.COM. USAFOOTAGE.COM MAKES NO OTHER WARRANTIES OR REPRESENTATIONS WITH REGARD TO THE PRODUCT; AND ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NONINFRINGEMENT ARE HEREBY DISCLAIMED.  USAFOOTAGE.COM EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES NOT OTHERWISE EXPRESSLY GRANTED HEREIN.

Amendments to This Agreement

USAFOOTAGE.COM reserves the right to change this Agreement from time to time in its sole discretion, and User’s continued use of this web site will indicate User’s agreement with the most current version posted on the site at the time of such use. If User does not wish to be bound by this Agreement, it should not accept this Agreement, not use this site, not enter into any transaction with USAFOOTAGE.COM by means of this site, and not download or use any content from this site.

Severability
             
If any term or provision of this Agreement shall to any extent be invalid or unenforceable, the remainder of this Agreement shall not be affected thereby. Each term and provision of the Agreement shall be valid and enforced to the fullest extent permitted by law.

 

Applicable Law; Jurisdiction
             
This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, USA, without regard to conflict of laws principles. The parties agree that any claim asserted in any legal proceeding by one party against the other shall be commenced and maintained exclusively in a court of competent jurisdiction located within Miami-Dade County, Florida (except that a judgment by such court may be enforced by any court). The Parties hereby submit to the exclusive jurisdiction of the courts of competent jurisdiction situated in Miami-Dade County, Florida.  The Parties expressly agree that the venue of any disputes arising under this Agreement shall exclusively be the courts of competent jurisdiction situated in Miami-Dade County, Florida.  The Parties expressly waive any objection to the personal jurisdiction or venue of such courts, and expressly disclaim any argument to transfer venue or jurisdiction on the grounds that such courts may be an inconvenient forum.
                       

Injunctive and Other Equitable Relief
             
The User agrees that the remedy at law for any breach or threatened breach of this Agreement by the User would, by its nature, be inadequate, and that in such case USAFOOTAGE.COM will be entitled, in addition to damages, to a restraining order, temporary and permanent injunctive relief, specific performance and other appropriate equitable relief, without showing or providing that any monetary damage has been sustained.
             

General Conditions for Use of USAFOOTAGE.COM’s Website
(a) By: (1) using this site, and/or (2) entering into a transaction with USAFOOTAGE.COM by means of using this site, and/or (3) downloading or using any content or product from this site, you agree to be bound by this Agreement.

(b) This site is owned and operated by USAFOOTAGE.COM LLC a Florida Limited Liability company with its principal office in Miami, Florida, USA. As between the User and USAFOOTAGE.COM, all materials contained on this site in any medium (“Materials”) are owned by USAFOOTAGE.COM, LLC and/or our providers. All such Materials are protected by United States and international intellectual property laws.

(c) USAFOOTAGE.COM grants User a limited, personal, nontransferable, non-sub-licensable, revocable license to access and use our site only as expressly permitted in this Agreement. Except for this limited license, USAFOOTAGE.COM does not grant User any other rights or licenses with respect to this site, and any rights or licenses not expressly granted herein are reserved to USAFOOTAGE.COM and our providers.

(d) User may not remove any copyright or other proprietary notices contained in the Materials. User may not alter, obscure or obliterate any of such notices. USAFOOTAGE.COM reserves the right to revoke User’s authorization to view, download and use the Materials on this site at any time, and User agrees immediately to discontinue such use upon written notice from USAFOOTAGE.COM. As between User and USAFOOTAGE.COM, all rights in Products or Materials not specifically granted to the User under this Agreement are reserved to USAFOOTAGE.COM. Unauthorized use of this site and/or the Materials may violate applicable copyright, trademark or other intellectual property laws or other laws. The unlicensed use of such Materials on any other Web site or in any environment of networked computers is prohibited. User is prohibited from posting or transmitting any unlawful, threatening, libelous, defamatory, obscene, indecent, inflammatory, pornographic or profane material or any material that could constitute or encourage conduct that would be considered a criminal offense, give rise to civil liability, or otherwise violate any law. In addition, User is prohibited from posting or transmitting any information which: (a) infringes the rights of others or violates their privacy or publicity rights, (b) is protected by copyright, trademark or other proprietary right, except with the express written permission of the owner of such right, (c) contains a virus, bug or other harmful item, and/or (d) is used to unlawfully collude against another person in restraint of trade or competition. User shall be solely liable for any damages resulting from any infringement of copyright, trademark, or other proprietary right, or any other harm resulting from User’s use of this site.

(e) Unless otherwise provided within this Agreement, or unless specific applicable law requires USAFOOTAGE.COM to allow User to do so, User may not do any of the following without the prior written consent of USAFOOTAGE.COM:
-- Use any robot, spider, or other automatic or automated device or manual process to monitor the Materials and/or the site;
-- Use the site other than to make legitimate inquiries, communications and/or purchases;
-- Use the site to make any false, fraudulent, illegal or illicit communication;
-- Insert false or misleading information on the site;
-- Post or transmit any unlawful, threatening, libelous, defamatory, obscene, indecent, inflammatory, pornographic or profane material or any material that could constitute or encourage conduct that would be considered a criminal offense, give rise to civil liability, or otherwise violate any law; or for any other purpose that is unlawful or prohibited by this Agreement;
-- Use or access the site in any way that, in the judgment of USAFOOTAGE.COM, adversely affects the performance or functioning of the site, or any other computer systems or networks used by USAFOOTAGE.COM or other site users;
-- Upload or transmit to the site, or use any device, software or routine, that contains viruses, Trojan horses, worms, time bombs, or other computer programming that may damage, interfere with or attempt to interfere with, intercept the normal operation of our site, appropriate the site or any system, or take any action that imposes an unreasonable load on our computer equipment or infringes upon the rights of any third party;
or
-- Disguise the origin of information transmitted through the site.

(f) User understands that USAFOOTAGE.COM may immediately terminate all agreements between the Parties and may refrain from doing further business with User without notice if User fails to comply with any provision of this Agreement or with the specific terms and conditions applicable to User’s purchase or use of a Digital Media Files. If User’s access is terminated, User agrees immediately: (1) to stop using this site and any Materials which User may have acquired, (2) to delete all such Materials and all copies from all media in User’s possession or control of whatever type (whether now known or hereafter developed, invented or devised), and (3) to destroy all other copies or, at USAFOOTAGE.COM’s request, return all such copies to USAFOOTAGE.COM. User’s use of this site and any Materials shall comply with all applicable law. USAFOOTAGE.COM may restrict or remove User’s access to this site at any time, or restrict or remove the use of any Materials for any reason, and may replace the Materials with other Materials, and User agrees immediately to discontinue all use of the Materials upon notification to that effect from USAFOOTAGE.COM.

(g) Despite USAFOOTAGE.COM’s efforts to provide accurate information, this site may contain technical or other mistakes, inaccuracies or typographical errors. The USAFOOTAGE.COM site may contain or use technology that provides USAFOOTAGE.COM and its affiliates with information regarding User’s use of this site, or which permits USAFOOTAGE.COM to audit User’s compliance with this Agreement via the use of software designed to track and identify Materials. Please consult USAFOOTAGE.COM’s Privacy Policy for specific information on USAFOOTAGE.COM’s policies for use of User’s personal information.

(h) User Information
For purposes of identification, billing and marketing, User agrees to provide USAFOOTAGE.COM with accurate, complete, and updated information as requested by us, including User’s legal name, address, telephone number(s), and applicable payment data (e.g., credit card number and expiration date). User agrees to notify USAFOOTAGE.COM within ten (10) days of any changes in these elements of User’s information. User is solely responsible for maintaining the confidentiality of User’s own password(s) (if any), and User agrees that USAFOOTAGE.COM will have no obligations with regard thereto. USAFOOTAGE.COM reserves the right to reveal, or to choose not to reveal, any User data or other information in its possession regarding users of our products or services in cooperation with a request or investigation by a governmental body or governmental agency.

(i)No Expectation of Privacy
User acknowledges that transmissions made by means of this web site are not confidential, and that such communications may be read or intercepted by others. User acknowledges that, by engaging in transactions with USAFOOTAGE.COM, no confidential, fiduciary, expressly, contractual, implied or other relationship is created between User and USAFOOTAGE.COM, beyond that which is specifically established by this Agreement between User and USAFOOTAGE.COM. Any communications or materials User may transmit to USAFOOTAGE.COM through the site, by electronic mail or otherwise, including without limitation any data, question, comment, suggestion, idea, or the like (“Communications”) will be treated as non-confidential and non-proprietary.

 

(j) Limitation of Liability for User’s Use of Site
USAFOOTAGE.COM ASSUMES NO RESPONSIBILITY, AND SHALL NOT BE LIABLE, EVEN IF USAFOOTAGE.COM OR A THIRD PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES TO THE USER OR TO ANY OTHER PARTY, FOR ANY DAMAGE TO, OR VIRUSES THAT MAY INFECT, USER’S COMPUTER EQUIPMENT OR OTHER PROPERTY ON ACCOUNT OF USER’S ACCESS TO, USE OF, OR BROWSING IN THIS SITE OR USER’S DOWNLOADING OF ANY MATERIALS, DATA, TEXT, IMAGES, VIDEO OR AUDIO FROM THE SITE. IN NO EVENT SHALL USAFOOTAGE.COM OR ANY THIRD PARTY PROVIDERS OR DISTRIBUTORS BE LIABLE FOR ANY INJURY, LOSS, CLAIM, DAMAGE, OR ANY SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING BUT NOT LIMITED TO LOST PROFITS OR LOST SAVINGS), WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, WHICH ARISES OUT OF OR IS IN ANY WAY CONNECTED WITH (BY WAY OF ILLUSTRATION AND NOT LIMITATION): (i) ANY USE OF THIS SITE OR CONTENT FOUND HEREIN, (ii) ANY FAILURE OR DELAY (INCLUDING BUT NOT LIMITED TO THE USE OF OR INABILITY TO USE ANY COMPONENT OF THIS SITE FOR INFORMATION OR PRODUCT PURCHASES), (iii) THE PERFORMANCE OR NON-PERFORMANCE BY USAFOOTAGE.COM OR ANY THIRD PARTY PROVIDERS OR DISTRIBUTORS, AND/OR (iv) NON-PERFORMANCE RESULTING FROM BANKRUPTCY, REORGANIZATION, INSOLVENCY, DISSOLUTION OR LIQUIDATION.

If, notwithstanding the foregoing, USAFOOTAGE.COM and/or any third party provider or distributor should be found liable for any loss or damage which arises out of or is in any way connected with any of the above described functions or uses of this site or its content, the liability of USAFOOTAGE.COM and/or the third party providers and distributors shall in no event exceed, in the aggregate, the greater of: (a) the subscription fee and service charge for accessing this site, or (b) One Hundred United States Dollars (US$100.00). Some legal jurisdictions do not allow limitation of liability; so the foregoing limitation may not apply to any particular user, provided, however, that the parties expressly intend that limitation of liability under this provision be enforced to the fullest extent permitted by the respective state’s laws.

(k).  User agrees that User has read our Privacy Policy, and that it is reasonable and acceptable to User. User’s acceptance of these Conditions of Use is also User’s consent to the information practices in our Privacy Policy.

(l) USAFOOTAGE.COM will use reasonable commercial efforts to keep this site available on a 24-hour/7-day-a-week basis, subject to necessary downtime for maintenance, unscheduled maintenance, and system outages. USAFOOTAGE.COM cannot promise that access to the site will be uninterrupted or available at all times. USAFOOTAGE.COM assumes no liability or responsibility for any delay, interruption, or downtime, and expressly disclaims any liability or responsibility which may occur as a result of any delay, interruption or downtime of service.

(m) USAFOOTAGE.COM makes reasonable attempts to exclude viruses from the USAFOOTAGE.COM site, but cannot ensure that the site will at all times be free from viruses or other destructive software. User is urged to take appropriate safeguards before downloading Material from the site. USAFOOTAGE.COM assumes no responsibility for any damages to computer equipment or other property that may result from use of the USAFOOTAGE.COM site or downloading anything from the site, and expressly disclaims any liability or responsibility which may occur from use of the USAFOOTAGE.COM site or downloading anything from the site.

(n) To the extent that USAFOOTAGE.COM may need to contact User, User agrees that USAFOOTAGE.COM may do so via any electronic means, including but not limited to communications posted on the site, electronic mail, or instant messaging.

13. Miscellaneous, Including Choice of Law, Jurisdiction and Venue
(a) This Agreement shall be construed, interpreted and enforced in accordance with, and shall be governed by, the laws of the State of Florida, USA, applicable to agreements entered into and to be wholly performed therein, without regard to conflict of laws principles. The Parties expressly intend that in the event the laws of a state or country other than Florida law shall apply, this Agreement shall be deemed modified only to the extent necessary to remove such conflicts, and the surviving provisions hereof shall be interpreted so as nearly as possible to effect the original intentions of the Parties. The courts of competent jurisdiction situated in Miami-Dade County, Florida shall have the exclusive venue and jurisdiction of any and all controversies arising under or in any way related to this Agreement and/or the USAFOOTAGE.COM web site.  The User hereby expressly waives any objection such User may otherwise have to the jurisdiction and venue of such courts, including without limitation objections raised on the basis of forum non conveniens. Any process in any action or proceeding may, among other methods, be effectuated by delivering or mailing the process by registered or certified mail, directed to the address which the addressee has designated from time to time. Any such delivery or mail service shall be deemed to have the same force and effect as personal service within the State of Florida. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly disclaimed by the Parties. The Parties hereto confirm that it is their wish that this Agreement as well as any other documents relating hereto, including notices, be written in the English language (Les parties aux presentes confirment leur volonte que cette le convention de meme que tous les documents y compris y tout avis qui s’y rattache soient rediges en langue anglaise). In any dispute between USAFOOTAGE.COM and User in which USAFOOTAGE.COM is the prevailing party, USAFOOTAGE.COM shall be entitled to recover its reasonable attorneys’ fees, legal expert fees, court costs, and other legal expenses from User, incurred through the entire litigation in all trial and appellate courts.

(b) This Agreement constitutes the entire agreement of the Parties hereto and supersedes all oral and written agreements and understandings made or entered into by the Parties hereto prior to the date hereof. No amendment, change or modification of this Agreement shall be valid unless it is accepted by both Parties hereto, and any waiver of a failure to perform or of a breach shall not operate to waive any subsequent failure to perform or breach.

(c) The use of the singular in this Agreement shall apply to and mean the plural where appropriate. The use of the masculine or neuter pronoun in this Agreement shall apply to and mean the feminine where appropriate, and vice versa.

(d) The captions appearing at the commencement of the clauses hereof are descriptive only and for convenience in reference to this Agreement; and should there be any conflict between any such heading and the language of the clause at the head of which it appears, the language of the clause itself, and not such heading, shall control and govern in the construction of this Agreement.

(e) User acknowledges that a violation or attempted violation of any term of this Agreement will cause USAFOOTAGE.COM such damage as will be irreparable, the exact amount of which would be difficult to ascertain and for which there will be no adequate remedy at law. Accordingly, User agrees that USAFOOTAGE.COM shall be entitled as a matter of right to an injunction, issued by any court of competent jurisdiction, restraining such violation or attempted violation of this Agreement by User, or User’s affiliates, partners, principals or agents, as well as to recover from User any and all costs and expenses sustained or incurred by USAFOOTAGE.COM in obtaining such an injunction, including, without limitation, reasonable attorneys’ fees and costs incurred through the entire litigation in all trial and appellate courts. User agrees that no bond or other security shall be required in connection with USAFOOTAGE.COM’s application for any such injunction.

(g) Each Party to this Agreement expressly acknowledges that said Party has been advised by counsel, and/or has been given the opportunity and recommendation to be advised by counsel, during the course of negotiation of this Agreement. This Agreement shall be interpreted without regard to any presumption or rule requiring construction against the Party causing this Agreement to be drafted.

 

 

 
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