Flame Stock Footage Licence

This Flame Stock Footage Licence Agreement (“Licence”) is made by Flame Distribution Ltd. (“Flame”) in favour of Licensee with respect to the Licensed Work licensed by Licensee through the Flame Stock service upon payment of the Licence Fee.

After making a purchase from the Flame Stock website please print or save this document and your receipt for your records.

 

1. Definitions.

1.1. “Composite” means a watermarked, low-resolution version of a Licensed Work.
1.2. “Licence Fee” means the fee displayed at the point of purchase. Licensee must pay the Licence Fee, and any applicable taxes, upon purchase. All purchases are final and non-refundable.
1.3. “Licensed Work” means the stock video footage clip(s) that Licensee selects and Licences from Flame. If the Licensed Work is offered in different resolutions at different prices, the Licensed Work shall be limited to the specific version made available by Flame and Licensed to the Licensee.
1.4. “Licensee” means the owner of the Flame account that licenses the Licensed Work.
1.5. “Licensee Project” means an existing or future audiovisual work created or owned by Licensee.
1.6. “Permitted Distribution” means distribution in any and all media and by any means (save in any manner expressly prohibited under this Agreement).

2. Rights Granted.

2.1. Licensed Work. Subject to Licensee’s compliance with the terms hereof, Flame grants Licensee a limited, non-exclusive, worldwide, perpetual, fully paid-up and royalty-free, non-transferrable, non-assignable, non-sublicensable right and licence to incorporate the Licensed Work (or a part thereof) within one or more Licensee Project(s) for Permitted Distribution. The foregoing Licence includes the right to make copies of the Licensed Work for internal purposes and the right to stream, distribute, transmit, publicly perform, adapt, and sublicence the Licensed Work as part of each Licensee Project for Permitted Distribution, but not as a standalone work.
2.2. Delivery of Video Files. Upon purchase, the Licensed Work will be made available for download through the Flame Stock service.
2.3. Evaluation Rights. Subject to their compliance with this Licence and Flame’s Terms of Service, //Flame.com/terms, registered Flame users may download a Composite on a gratis basis for evaluation purposes only. This evaluation Licence will last 90 days from download and may be revoked by Flame at any time. No Composite may be used in any final or publicly available video or other work. No watermark may be removed or altered.

3. Restrictions.

3.1. Prohibited Uses. Licensee shall not use or otherwise exploit the Licensed Work in any work that:
depicts sexual activity; is pornographic or obscene; contains defamatory statements; contains hateful or discriminatory speech; contains excessive violence; infringes upon any third party’s rights; or violates any applicable law;
advertises or promotes any of the following: online gambling; alcohol; tobacco (including e-cigarettes); pharmaceutical products; illegal or recreational drugs; firearms; or any sex industry products or services;
is connected to political campaigning (including the endorsement of any party, candidate, or platform or any negative political advertisement); or
presents any recognizable person from the Licensed Work in a manner that would be considered unflattering or unduly controversial by a reasonable person.
3.2. No Use of Stills. Licensee may not, without Flame’s prior written consent, use stills (i.e., single frames) from the Licensed Work in any advertisement or physical or digital poster for a Licensee Project, any cover for any physical media concerning a Licensee Project, or as a “thumbnail” to represent a Licensee Project, regardless of whether other content is added.
3.3. No Standalone Use. Licensee may not sell, distribute, sublicense, or otherwise exploit the Licensed Work separately from the Licensee Project. The Licensee Project must not consist substantially of the Licensed Work alone and may not be used as a means for reselling stock footage.
3.4. Attribution. Licensee is not required to provide attribution with respect to the authorized use of the Licensed Work, provided that if Licensee provides attribution to other stock content providers, then it shall provide similar attribution with respect to the Licensed Work. To the extent Licensee provides attribution (whether voluntarily or as required), Licensee shall, at a minimum, list Flame Distribution Ltd. and the name of the original licensor (i.e., the creator who developed the Licensed Work).
3.5. Audit. Within 30 days of receiving written notice from Flame, Licensee must provide Flame with free access to copies of the final Licensee Project(s) containing the Licensed Work for the purpose of determining compliance with the terms hereof.

4. Termination.

This Licence shall automatically terminate upon Licensee’s breach of Section 3.1 or failure to pay the Licence Fee. Flame may terminate this Licence for any other breach by Licensee if, after providing 30 days’ notice of the breach, the breach remains uncured. In the event of termination, Licensee must cease using the Licensed Work in any way, delete or destroy all copies of the Licensed Work (to the extent practicable and legally permissible), and confirm to Flame in writing that it has done so.

5. Intellectual Property.

As between Flame and Licensee, all right, title, and interest in and to the Licensed Work and any Composite shall remain the property of Flame and/or the copyright owner and/or original licensor to Flame. All rights not expressly granted are reserved. Licensee may not represent or suggest that it (a) is endorsed by or affiliated to Flame, the copyright owner or original licensor, or any person featured in the Licensed Work; or (b) is the owner or original creator of the Licensed Work or any work that is comprised mostly of the Licensed Work.

6. Representations and Warranties.

(a) Each party represents and warrants that it has the right and authority to enter into this Licence. (b) Flame represents and warrants that (i) it has the right to grant the licence set forth herein; and (ii) to the best of Flame’s knowledge, the Licensed Work, in its original, unaltered form, does not infringe upon any third-party intellectual property right. (c) Licensee represents and warrants that each Licensee Project (except for the Licensed Work) does not and will not violate any third-party rights, including intellectual property rights.

7. Limitations of Liability.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, FLAME SHALL NOT BE LIABLE FOR (A) ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF BUSINESS, PROFITS, GOODWILL, DATA, OR OTHER INTANGIBLE LOSSES; OR (B) ANY AMOUNT EXCEEDING TEN THOUSAND DOLLARS (USD $10,000) PER LICENSED WORK.

8. Disclaimers.

Flame provides the Licensed Work on an “as is” basis. Flame makes no promises that the Licensed Work will be suitable for Licensee’s needs or that the digital files relating to the Licensed Work will be available in perpetuity. EXCEPT AS EXPRESSLY PROVIDED HEREIN, FLAME DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESSED OR IMPLIED.

9. Indemnification.

9.1. Flame Obligations. Subject to the terms hereof, Flame will defend, indemnify, and hold Licensee harmless from any and all losses (including reasonable outside attorneys’ fees) (“Losses”) arising out of any third-party claim (a “Claim”) that the Licensed Work or its authorized use by Licensee infringes upon any third-party right (including any intellectual property right) up to the limit of liability referred to in clause 7B above..
9.2. Procedure. Licensee must, within 10 business days of becoming aware of a Claim or threat of a Claim, provide written notice to Flame at [email protected] with a physical copy delivered by courier to Flame at the address below. Licensee agrees that this notice is a condition precedent to any right to indemnification and defence and that time is of the essence. Flame shall have the right to defend or settle any Claim, provided that Flame may not make admissions on Licensee’s behalf or impose obligations upon Licensee without Licensee’s prior written consent, not to be unreasonably withheld. Licensee must reasonably cooperate with Flame’s defence of any Claim.
9.3. Make-Goods. In the event of a third-party claim, Flame may, in its sole discretion, provide a reasonable replacement for the Licensed Work. Should Flame do so, Licensee shall cease using the previous version. The replacement work will be Licensed pursuant to the terms hereof as if originally licensed by Licensee.
9.4. Limitations. Flame shall have no indemnification or defence obligations for claims or losses (a) that exceed the monetary cap set forth in Section 7(b); (b) arising from the use of the Licensed Work in violation of this Licence; (c) arising from other content used in conjunction with the Licensed Work; or (d) arising from continued use of the original Licensed Work after Flame provides a replacement in accordance with Section 9.3.
9.5. Licensee Obligations. Licensee will indemnify, defend, and hold harmless Flame and its subsidiaries, parents, affiliates, directors, officers, employees, agents, copyright owners and original licensors from all Losses arising from any Claim arising from: (a) the use of the Licensed Work in violation of this Licence; (b) Licensee’s breach of any term hereof; or (c) any Licensee Project (except for the Licensed Work) or any materials used in conjunction with the Licensed Work.

10. General.

This Licence (a) shall be governed by the laws of England and Wales, without reference to conflict of laws principles; (b) sets forth the entire understanding of the parties regarding the Licensed Work; and (c) may not be modified except in a writing that is physically signed by an authorized representative of Flame. Any dispute arising out of or relating to this Licence shall be commenced in the courts of England and Wales.

11. Notices.

Additional rights or waivers, including additional seats or higher caps on liability, may be available for additional fees. To inquire, please contact us here. Notices shall be sent to Flame at the address below:

Flame Stock Registered Address:
Unit 14, 54 Dickson Street, Artarmon,
NSW 2064, Australia