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1) Parties and Definitions

The following Royalty Free License (the “Agreement“) constitutes an agreement between you (“Licensee“) and PRIZIX Inc. (“PRIZIX“), operator of PRIZIX.com, and its satellite projects sites (the “Site“). Licensee may not use visual, audio-visual, audio or any other content available for licensing from PRIZIX without agreeing to the terms of this Royalty Free License. If Licensee does not agree to the PRIZIX Terms of Use, Disclaimer and Privacy Policy, or any other agreements that may be incorporated by reference therein, cease use of the Site and do not continue with any license purchase. Following the text of this Agreement, Licensee will be prompted to actively agree to the terms herein.

As used in this Agreement, “Licensed Content“ refers to video, motion picture footage, music, sound effects, photographs, images, media project files and/or other audio, audio-visual, or visual works for which Licensee has paid license fees if such are required by PRIZIX, and for which the terms of this Agreement shall apply. “Work for Distribution“ refers to any independently authored derivative work incorporating the Licensed Content created by or on behalf of Licensee under the terms of this Agreement. “Authorized User“ refers to any individual who has been authorized by Licensee to access Licensed Content in the creation of Works for Distribution by or on behalf of Licensee under the terms of this Agreement.

Personal not commercial use.

Product licensed for personal not commercial use cannot be used in part of in whole in commercially available works for distribution even for non-profit purposes. Personal license permits not simultaneous use of the content on up to three PCs.
The Personal license does not limit methods of distribution. The content can be used for works for distribution: online, web, streaming, broadcast, multimedia and hard media (DVD, Blu-Ray etc.), for all not commercial purposes.

Academic not commercial use.

Product licensed for academic or educational use cannot be used in part of in whole in commercially available works for distribution even for non-profit purposes. Academic license permits simultaneous use of the content on up to twenty PCs.
The Academic license does not limit methods of distribution. The content can be used for works for distribution: online, web, streaming, broadcast, multimedia and hard media (DVD, Blu-Ray etc.), for all not commercial purposes.

2) Grant of License

In consideration of Licensee's acceptance of the terms of this Agreement and payment of license fee as required, PRIZIX grants Licensee a non-exclusive worldwide perpetual right to use, display, modify, publish and create Works for Distribution incorporating Licensed Content in any and all media an unlimited number of times. Beyond the initial license fee, Licensee need make no additional payments to PRIZIX for the use of Licensed Content, provided such use conforms to the terms of this Agreement, including but not limited to the Restrictions on Use in section 3. This Agreement is a license, not an agreement of sale. Licensee shall not acquire any copyright ownership or equivalent rights to any of the Licensed Content, and PRIZIX and its Licensed Content sources retain all right, title, and interest in and to all of the copyrights, trademarks, trade secrets, and all other proprietary rights in the Licensed Content. PRIZIX or its suppliers retain all rights in and to Licensed Content not expressly granted in this agreement, as the case may be.
Licensee may provide access to Licensed Content to no more than four (4) Authorized Users either sequentially or simultaneously, provided that such access is used solely for the purpose of creation or reproduction of Works for Distribution made by or on behalf of Licensee. If more than four individuals will have access to the Licensed Content, or if Licensed Content will be used in Works not authored by Licensee, additional licenses must be purchased.

3) Restrictions on Use

Licensed Content may not be used contrary to any restriction on use indicated herein or that Licensee is notified of prior to or at the time Licensed Content is delivered. Restrictions may be included in the information provided with the Licensed Content or by notice from PRIZIX. Any such restriction provided to Licensee shall be incorporated in this Agreement.

Licensed Content may not be resold, sublicensed, assigned, transferred or otherwise made available to third parties except as incorporated into Works for Distribution. Licensed Content may not be distributed to third parties as a standalone file or in a way that unreasonably permits the recipient to extract the Licensed Content for use separate and apart from the Work for Distribution. Licensee will make reasonable best efforts to safeguard against unauthorized third-party access to Licensed Content.

Licensee may not distribute the Licensed Content in any library or reusable template, electronic or otherwise, including but not limited to website templates, intended to allow reproduction by third parties on electronic or printed products. Licensee may not distribute Licensed Content in a manner meant to enable third parties to create derivative works incorporating Licensed Content.

Licensee may not superficially modify the Licensed Content and sell it to others for consumption, reproduction or re-sale. For example, but without restriction, Licensee may not resell video content as sets or collections of screensavers or desktop backgrounds, nor resell audio tracks as backgrounds, “hold“ music, or ringtones, nor extract images from video materials and print them on tee-shirts or other physical products for resale.

Licensee shall not use the Licensed Content in a manner that violates the law of any applicable jurisdiction.

Licensee shall not use the Licensed Content in a pornographic or defamatory manner, whether directly or in context or juxtaposition with other materials.

If any Licensed Content featuring a model is used in a manner that would lead a reasonable person to believe that the model personally uses or endorses a product or service, or if the depiction of the model would be unflattering or unduly controversial to a reasonable person, Licensee must accompany each such use with a statement indicating that the person is a model and their likeness is being used for illustrative purposes only.

PRIZIX gives no representations or warranties whatsoever regarding the existence or sufficiency for a specific usage of any model or property releases associated with Licensed Content, and PRIZIX shall not be liable for damages resulting from use of any Licensed Content without sufficient releases. PRIZIX does not grant any right nor make any warranty with regard to the use of names, people, trademarks, trade dress, logos, registered, unregistered or copyrighted audio, video, images, designs or works of art or architecture depicted in any Licensed Content. Licensee acknowledges that some jurisdictions provide legal protection against a person's image, likeness or property being used for commercial purposes without their consent. Licensee shall be solely responsible for determining whether additional clearance or release is required in connection with any proposed use of Licensed Content.

Where Licensed Content is video footage, any music, dialogue or other ambient audio contained in such footage is incidental only and may require additional clearances for a given usage.

PRIZIX constantly updates its source audio, video, image, project files and related materials due to unavoidable processes of updates, fixes, refinements and improvements. Therefore a version of the product as obtained by Licensee may be materially and contextually different from its currently offered versions. Licensee may obtain once the most current version of a product without paying additional fee by requesting such update from PRIZIX during warranty period for a particular product.

Attribution. For all original and derivative usage of this video/audio/image material the attribution "Contains Royalty Free Materials Produced by PRIZIX Inc" in credits of Work for Distribution is mandatory.

Notwithstanding the foregoing, some Licensed Content may be available for certain of the restricted uses, provided a supplemental or extended license is entered into for such uses (for the avoidance of doubt, such uses are not included in this License Agreement).

4) Warranties and Limitation of Liability

PRIZIX warrants that it has all necessary rights and authority to enter into and perform under this agreement.

PRIZIX MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE LICENSED CONTENT, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. PRIZIX AND ITS AFFILIATES OR CONTENT PROVIDERS OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, PARTNERS OR AGENTS SHALL NOT BE LIABLE TO LICENSEE OR ANY OTHER PERSON OR ENTITY FOR ANY GENERAL, PUNITIVE, SPECIAL, INDIRECT, EXEMPLARY, CONSEQUENTIAL OR INCIDENTAL DAMAGES, OR LOST PROFITS OR ANY OTHER DAMAGES, COSTS OR LOSSES OR PROCEEDING ARISING UNDER THIS AGREEMENT OR ARISING OUT OF LICENSEE'S USE OF THE LICENSED CONTENT OR OTHERWISE, EVEN IF PRIZIX HAS BEEN ADVISED 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 OTHERWISE.

PRIZIX operates the Site as a venue for the licensing of visual, audio, audiovisual and other content. PRIZIX has made reasonable efforts to ensure the correct labeling, categorization and keywording of the Licensed Content by its users; however, PRIZIX does not warrant the accuracy of such information.

PRIZIX's entire liability and Licensee's exclusive remedy with respect to Licensee's inability to use the Licensed Content as the result of material defects in the Licensed Content shall be limited so that (i) Licensee, upon request to PRIZIX, shall be permitted to receive the Licensed Content again to obtain a replacement copy of the Licensed Content provided PRIZIX determines, in its sole discretion, the method, timing and terms of re-delivery.

PRIZIX's liability shall not exceed the return of the amount of the purchase price paid by licensee. No action, regardless of form, arising out of the transactions under this Agreement may be brought by Licensee more than one year after the cause of the action has accrued.

5) Indemnification

Licensee assumes full responsibility for the use of the content. Licensee shall defend, indemnify and hold PRIZIX and its parent, subsidiaries and commonly owned or controlled affiliates and their respective officers, directors and employees harmless from all damages, liabilities and expenses, including but not limited to reasonable attorneys' fees and costs, arising out of or as a result of claims by third parties relating to Licensee's use of any Licensed Content outside the scope of this Agreement, Licensee's failure to obtain from third parties all permissions necessary to use the Licensed Content, or for any other breach by Licensee of this Agreement.

6) Term and Termination

The license contained in this Agreement will terminate automatically without notice from PRIZIX if Licensee fails to comply with any provision of this Agreement. Upon termination, Licensee must immediately: (i) stop using the Licensed Content; (ii) destroy or, upon the request of PRIZIX, return to PRIZIX the Licensed Content; and (iii) delete or remove the Licensed Content from Licensee's premises, computer systems and storage (electronic or physical).

In the event PRIZIX notifies Licensee that the Licensed Content is subject to a threatened or actual claim, or that Licensee's use may expose PRIZIX or PRIZIX users to any liability, Licensee will, on PRIZIX's request, promptly remove all affected Licensed Content from all physical and electronic storage media and take all reasonable steps to cease use of the affected Licensed Content and, where applicable, ensure its licensees do the same.

Licensee may terminate this Agreement by giving notice to PRIZIX and destroying the Licensed Content and any derivative works, along with any copies or archives of it or accompanying materials (if applicable), and ceasing to use the Licensed Content for any purpose.

7) Payment

All sales of Licensed Content are final and cannot be returned. There are no refunds on sales of Licensed Content. Prices, offers and products are subject to availability and may change.

Licensee is responsible for paying any and all applicable sales taxes, use taxes, value added taxes, customs and duties imposed by any jurisdiction as a result of the license granted or of the use of the Licensed Content, pursuant to this Agreement, in addition to the price paid to PRIZIX.

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