Content Licensing Agreement 

This Agreement governs the licensing of the content that you choose to download. We urge you to carefully read and understand it. By buying or using any content, you are legally bound by the terms of this Agreement.

Definitions

For the purposes of this Agreement:

  • “Content” refers to archive footage that is downloaded in accordance with this Agreement.
  • “Download” and its variations encompass the actions of downloading, acquiring, or copying Content by means such as accessing the Website or receiving Content via email.
  • “Item Page” refers to the specific page on the website that provides previews and information about Content.
  • “License” denotes the rights and permissions granted to you under this Agreement.
  • “Website” refers to the internet site operated by Dafactory di Daniele Carrer, accessible at www.thearchivefootage.com.

Grant of All Media License

The License: we hereby grant you a non-exclusive, worldwide and perpetual right and license, subject to the conditions, limitations, and terms set forth in this Agreement, to:

Utilize, copy, edit, modify, manipulate, combine, and synchronize the Content within any independently created derivative or other work, across all present and future media formats (including contextual works for advertising and promotion).

Such usage must involve the incorporation of Content alongside other substantial independently created works, either created by or for you or on your behalf, as permitted by the terms of this Agreement (referred to as a “Production”). It is important to note that “Productions” include books, periodicals, as well as the public display and performance of Content as part of public events (including broadcasted and/or streamed performances).

Directly or indirectly copy, publish, publicly display and perform, transmit, broadcast, telecast, and distribute the Content within such Production(s) worldwide, utilizing any existing or future means of distribution or transmission. Furthermore, you are permitted to grant others the same rights, subject to the conditions outlined in this Agreement.

Employ the available tags, metadata, designations, disclaimers, restrictions, annotations, information, and documentation (collectively referred to as “Content Information”) provided by us on the Website or through other means, solely for internal purposes in order to facilitate the aforementioned actions pertaining to the Content.

Number of Productions: This license permits an unlimited number of Productions, subject to the terms, conditions, and restrictions specified in this Agreement.

Terms of License and Limitations

Previews: Notwithstanding any other provision in this Agreement, the terms of this Agreement do not apply to, and the Content covered by this Agreement does not encompass, any preview of an item showcased or downloaded from the Website or otherwise provided to you (referred to as a “Preview”). Previews are exclusively governed by and provided in accordance with the Website’s Terms of Use.

Limitation on Access and Distribution of Raw Content: Except for the purpose of creating, reproducing, or distributing Productions or Merchandise authorized by this Agreement, you are prohibited from granting access to raw Content. If you become aware of any unauthorized access to or duplication of any Content, it is imperative that you promptly notify us via the Website. You may not distribute, transmit, or publicly display Content as a template, standalone file, or for the consumption, reproduction, or resale by others, or make superficial modifications to raw Content and sell or license it to others.

Prohibited Use in Trademarks or Logos: Incorporating any Content into a logo, trademark, or service mark is strictly prohibited.

Sensitive Use: You are restricted from using any Content in contexts that could be deemed unflattering or excessively controversial by a reasonable individual. Notably, the use of Content that is not Editorial Content in an obviously satirical Production or the use of Editorial Content is not prohibited.

No Unlawful Use: You are prohibited from using any Content in a pornographic, unlawful, or defamatory context or manner, including but not limited to usage in conjunction with pornography, adult videos, adult entertainment venues, escort services, dating services, or similar activities; usage in connection with the advertisement or promotion of tobacco products; or depicting a person in the Content engaging in acts of moral turpitude or criminal activity.

Retention of Content Rights: You shall not obtain any rights, title, or interest in the copyrights, trademarks, trade secrets, and other proprietary rights pertaining to the Content or Content Information, unless explicitly granted to you by the terms of this Agreement. The License does not encompass the right to record a new performance of the composition reflected in the Content.

License Conditioned on Compliance: The License is contingent upon your substantial compliance as well as the compliance of your personnel and contractors (referred to as “Representatives”), with the provisions of this Agreement, along with our receipt of full payment for the applicable License and Content.

Contact Us for Unauthorized Usage: If you require rights to use the Content in a manner not permitted by this Agreement, please contact us by using the contact form of the site.

Content Displaying Represented Intellectual Property

Represented Intellectual Property: Notwithstanding any other provision in this Agreement, the License granted does not encompass, and unless explicitly stated in the Item Page that we possess a property release, we do not provide any warranties regarding any buildings, houses, trademarks, trade dress, logos, copyrighted designs, art, architecture, or other works that may be depicted in the Content (collectively referred to as “Depicted IP”).

Credit Attribution

You should make reasonable commercial efforts to include a credit line in the Production stating “Archive footage provided by The Archive Footage” or similar language.

Unintentional omission of credit attribution will not be considered a breach of this Agreement, and the absence of credit attribution will not be deemed a material breach of this Agreement.

Our Warranties

Our Warranties: We possess the right and authority to enter into this Agreement and grant you the rights to the Content as outlined herein, subject to the applicable limitations, disclaimers, and exclusions in this Agreement.

With respect to unaltered Content downloaded and used in compliance with this Agreement and applicable law, and provided you have fulfilled your responsibilities and obligations under this Agreement, including the payment of all applicable fees, the Content will not infringe any copyright, trademark, or other intellectual property rights, nor will it violate any third party’s rights of privacy or publicity.

Limited Warranty: We guarantee that there are no significant defects in the Content that would hinder its download from the Website and its use as permitted under this Agreement. If any material defects are found, your exclusive remedy will be as follows: upon request to us within 30 days of downloading the Content, you will be allowed to download the Content again to obtain a replacement copy, or if we determine, at our sole discretion, that the defects persist and prevent successful download or use of the Content as permitted herein, we will refund the fee paid for the Content.

Warranty Disclaimer: Except as expressly stated, the website, our services, the content, and the content information are provided “as is” without any representation, warranty, or condition of any kind, whether express or implied. This includes any implied warranties of merchantability, fitness for a particular purpose, non-infringement, or title, all of which are expressly disclaimed. Dafactory di Daniele Carrer disclaims 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 provide model or property releases where explicitly indicated on the Item Page.

Content Information Disclaimer: While we have made reasonable efforts to accurately categorize, keyword, caption, describe, and title the Content, we do not guarantee the accuracy of such information.

Representation about You: If you are an individual, you represent and warrant that you are of legal age and possess the legal capacity to establish binding legal obligations as set forth in this Agreement.

If the individual entering into this Agreement is acting on behalf of an employer, the Licensee, or any other person, they represent and warrant that: they have full authority to execute, deliver, and perform this Agreement on behalf of such person, and this Agreement is a legally binding document enforceable against such person in accordance with its terms. In the event that such individual lacks the required right, power, and authority, they agree that, in addition to any rights and remedies available against such person or others regarding the violation or infringement of intellectual property rights, they will be personally liable to us for any breaches of this Agreement or violation and infringement of intellectual property rights in the Content committed by them, such person, or its representatives.

Liability Limitations

Dafactory di Daniele Carrer will not be held liable to you or any other individual or entity for any punitive, special, indirect, exemplary, consequential, or incidental damages. This includes lost profits or any other damages, costs, or losses incurred by us, arising under this agreement or related to the license, your use or exploitation of content, the website, or the content information. It also includes any services provided by us or the outcomes derived from their use. This applies even if we have been informed of the possibility of such damages, costs, or losses, whether the action is based on contract, tort (including negligence), infringement of intellectual property rights, or any other legal basis.

You acknowledge and agree that the fees charged for using the content are determined based on the assumption of risk and the limitations of liability set forth in this agreement, and the limitations of liability provided herein are fundamental elements of the agreement between you and us.

Term and Termination

Substantial Violation by You: The License will be automatically terminated without prior notice from us if you fail to rectify a substantial violation or any other significant failure to comply with any provision of this Agreement within 14 days of receiving written notice from us regarding the same. In the event of termination, to the extent reasonably feasible, you must promptly and effectively undertake the following actions: cease all use of the Content; delete or remove the Content from your premises, computer systems, and storage (both electronic and physical); ensure that your representatives and licensees also carry out these actions.

Survival: The terms and provisions will remain in effect even after the termination or expiration of this Agreement.

Payments & Taxes

License Sales are Non-Refundable: All license sales are considered final, and we are not obligated to refund any fees paid by you for Content under any circumstances, except in the case of a material breach of our express representations and warranties specifically outlined for that Content. However, if you make a refund request and we, at our sole discretion, choose to grant a refund, the license granted for the Content in this Agreement will be rescinded as if it had never been granted. The method of refund will be determined by us based on what we deem appropriate.

Tax Obligations: It is your responsibility to assess and remit any applicable sales taxes, use taxes, value-added taxes, property taxes, customs duties, and any related interest or penalties imposed by any jurisdiction as a result of the License or any use of the Content.

No Offsetting, Withholding, or Deductions: You must make payment for all amounts owed to us in Euros (€), without any offset, deduction, or withholding of any kind, including tax withholdings or charges for currency conversion. If you determine that you are legally required (e.g., under tax law) to withhold any amount from payments owed to us, or if a financial institution or other intermediary deducts any amount for currency conversion or other services from your payment to us, the price for the relevant License will be increased by an amount that ensures the net amount received by us is equal to the price that would otherwise apply for the License sale.

Parties

You: As stated in this Agreement, the terms “Licensee,” “you,” and “your” pertain to the individual identified as the “Licensee” during the download of the Content from the Website or upon the initial download. Only the Licensee or an authorized person with the ability to legally bind the designated Licensee to this Agreement may proceed with the Content download.

Us: the party you are entering into a contract with is Dafactory di Daniele Carrer, a company situated in Italy, European Union, VAT number IT04666280260.

Miscellaneous Provisions

Consent to Electronic Communications: By agreeing to this Agreement, you acknowledge and consent to receiving communications from us electronically. You further agree that all agreements, notices, disclosures, and other communications provided to you electronically satisfy any legal requirement for written communication.

Consent to International Data Processing: By using our services, you consent to the sharing and processing of your personal information by us and our affiliates in various countries, including the European Union. Please note that countries may offer differing levels of privacy protection compared to your own.

Integration with Website Terms: This Agreement supplements the Website Terms of Use, the Privacy Policy, and any other terms, disclaimers, and restrictions specified on the relevant Item Page at the time of Content download. Collectively, these documents (including this Agreement) constitute the entire agreement between the parties, superseding any prior or implied agreements on the subject matter. In case of any inconsistency between this Agreement and the Website Terms, the terms of this Agreement shall prevail.

Amendments and Modifications: We reserve the right to make changes to this Agreement without prior notice. You will be bound by the version of the Agreement in effect at the time of the initial download of the Content. Any modifications or amendments to the Agreement require our written consent or will be posted on the Website to be binding on us.

Notification of Claims: If you become aware of any claim alleging infringement, violation, or any other liability related to the Content, you must promptly notify us. In case we learn of such a claim independently, and it poses legal risks, we may request you to remove the Content and cease using it at your own expense. If you comply with these requirements, we may refund your license fees or provide comparable content, subject to mutual agreement.

Independent Contractors: The parties to this Agreement are independent contractors, and nothing in this Agreement or the License creates a joint venture, partnership, franchise, or fiduciary relationship between them.

Severability: If any provision or portion thereof of this Agreement is deemed invalid, illegal, or unenforceable, it will not affect the validity or enforceability of the remaining provisions. The parties will interpret the Agreement to the fullest extent possible to give effect to their original intent, despite the unenforceable provision, and enforce the remaining provisions to the maximum extent permitted by law.

Governing Law and Jurisdiction: This Agreement shall be construed in accordance with the laws of Italy and the European Union. Any dispute arising from this Agreement, the License, the Content, or their use shall be exclusively resolved by a court in Italy.

Binding Nature: All covenants, terms, provisions, and agreements contained in this Agreement shall bind the parties hereto and their respective heirs, legal representatives, successors, and permitted assigns to the extent permitted by this Agreement.

Notice: Except as otherwise stated, any notice required or permitted under this Agreement must be in writing and may be delivered by hand, mail, courier service, or email. Notices to Dafactory di Daniele Carrer should be sent through the contact form on thearchivefootage.com.

Daniele Carrer for Dafactory di Daniele Carrer