Content License Agreement

Updated: September 2024

This license agreement between you and Nu Aerial LLC explains how you can use video clips and photos (individually, collectively "content") that you license from Nu Aerial LLC. By downloading content from Nu Aerial LLC and https://www.nuaerial.com , you accept the terms of this agreement.

I. License

Nu Aerial LLC offers three types of licenses: royalty-free ("RF"), rights-ready ("RR") and rights-managed ("RM"). Royalty-free does not mean there is no cost for the license. Rather, royalty-free means that the license fee is paid one time and there is no need to pay additional royalties if the content is re-used. Royalty-free content is licensed for worldwide, unlimited, perpetual use, and pricing is based on the file size and subject of the content. Rights-managed and rights-ready content is licensed for specific types of use, and pricing is based on factors such as size, placement, duration of use, and geographic distribution.

II. Uses

Licensed content may be used in any way consistent with the rights described herein and consistent with the restricted uses (see Restricted Uses below). Subject to those restrictions and the rest of the terms of this agreement, the rights granted to you by Nu Aerial LLC are:

a. Royalty-Free: Perpetual, meaning there is no expiration or end date on your rights to use the content. Worldwide, meaning content can be used in any geographic territory. Unlimited, meaning content can be used an unlimited number of times. All media (content) can be used in print, in digital or in any other medium or format. Non-Exclusive, meaning that you do not have exclusive rights to use the content. Nu Aerial LLC can license the same content to other customers. If you would like exclusive rights to use royalty-free content, please contact Nu Aerial LLC to discuss a buy-out.

b. Rights-Managed/Rights-Ready: Limited to the specific use, medium, period of time, print run, placement, size of content, and territory selected, and any other restrictions that accompany the content on the Nu Aerial LLC website (or any other method of content delivery) or in an order confirmation or invoice. Non-Exclusive, meaning that, unless otherwise indicated on the website, your invoice, sales order or separate agreement, you do not have exclusive rights to use the content. Nu Aerial LLC can license the same content to other customers.

For purposes of this agreement, "use" means to copy, reproduce, modify, edit, synchronize, perform, display, broadcast, publish, or otherwise make use of. Please make sure you read the Restricted Uses section below for exceptions.

III. Restricted Uses

a. No Unlawful Use: You may not use content in a pornographic, defamatory or other unlawful manner, or in violation of any applicable regulations (including for sports content, any restrictions or credentials issued by a sports league or governing body) or industry codes.

b. No Alteration of Editorial Content: Content marked "editorial" or "intended for editorial" may be cropped or otherwise edited for technical quality, provided that the editorial integrity of the content is not compromised, but you may not otherwise alter the content.

c. 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).

d. No Sensitive Use Without Disclaimer: If you use content that features models or property in connection with a subject that would be unflattering or unduly controversial to a reasonable person (for example, sexually transmitted diseases), you must indicate: (1) that the content is being used for illustrative purposes only, and (2) any person depicted in the content is a model. For example, you could say: "Stock photo. Posed by model." No disclaimer is required for content marked "editorial" or "intended for editorial" that is used in a non-misleading editorial manner.

e. No False Representation of Authorship: You may not falsely represent that you are the original creator of a work that is made up largely of licensed content. For instance, you cannot create artwork based solely on licensed content and claim that you are the author.

Restricted Uses - unless additional license purchased. The following are prohibited without the prior written consent of Nu Aerial LLC and payment of an additional license fee:

f. No Commercial Use of Editorial Content: Unless explicitly authorized in a Nu Aerial LLC invoice, sales order confirmation or license agreement, you may not use content marked "editorial" or "intended for editorial" for any commercial, promotional, advertorial, endorsement, advertising, gambling/betting/gaming uses, or merchandising purpose. This type of content is not model or property released and is primarily intended to be used for editorial purposes, meaning descriptive purposes such as news reporting and discussion of current events or other human interest topics. In addition, pursuant to section 8(c) below, you are responsible for obtaining any necessary approvals from third parties such as individuals featured or event organizers before using "editorial" content for a commercial purpose.

g. No 'On-Demand' Products: Unless explicitly authorized in a Nu Aerial LLC invoice, sales order confirmation or license agreement, you may not use content in connection with "on-demand" products (e.g., products in which a licensed image is selected by a third party for customization of such product on a made-to-order basis), including, without limitation, postcards, mugs, t-shirts, calendars, posters, screensavers or wallpapers on mobile telephones, or similar items (this includes the sale of products through custom designed websites, as well as sites such as zazzle.com, etsy.com, redbubble.com and cafepress.com).

h. No Electronic Templates: Unless explicitly authorized in a Nu Aerial LLC invoice, sales order confirmation or license agreement, you may not use content in electronic or digital templates intended for resale or other distribution (for example, website templates, business card templates, electronic greeting card templates, and brochure design templates).

i. No Use in Trademark or Logo: Unless explicitly authorized in a Nu Aerial LLC invoice, sales order confirmation or license agreement, 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).

j. No Machine Learning, AI, or Biometric Technology Use: Unless explicitly authorized in a Nu Aerial LLC invoice, sales order confirmation or license agreement, you may not use content (including any caption information, keywords or other metadata associated with content) for any machine learning and/or artificial intelligence purposes, or for any technologies designed or intended for the identification of natural persons. Additionally, Nu Aerial LLC does not represent or warrant that consent has been obtained for such uses with respect to model-released content.

k. No Metadata Exploitation: Unless expressly authorized by Nu Aerial LLC, you may not use the caption information, keywords, accompanying text, or other metadata associated with content separate and apart from the content, or allow any third parties to access or use any such information associated with content.

l. No NFT Use of Royalty Free Content, Editorial Content or Rights-Ready Video Content: Unless explicitly authorized in a Nu Aerial LLC invoice, sales order confirmation or license agreement, you may not use any items of content marked "editorial" or "intended for editorial" or any rights-ready video content in connection with an immutable digital asset intended for sale or other distribution (such as a non-fungible token).

IV. Additional Rights

The rights granted to you are non-transferable and non-sublicensable, meaning that you cannot transfer or sublicense them to anyone else. There are two exceptions:

a. Employer or client: If you are purchasing on behalf of your employer or client, then your employer or client can use the content. In that case, you represent and warrant that you have full legal authority to bind your employer or client to the terms of this agreement. If you do not have that authority, then your employer or client may not use the content. The rights purchased may only belong to you or your employer/client, depending on who is named as the "Licensee" at the time of purchase. In other words, if you purchase a royalty-free image, only one of you (and not both) may re-use that image for multiple projects.

b. Sharing and Storage Restrictions for Royalty-Free Content: Please note that sharing and storage restrictions apply for royalty-free content. Up to 5 individuals (total, not at any given time) may use an item of content, and all individuals must be from the same legal entity, however you may make RF content available for viewing by any of your employees, clients and subcontractors. There are no restrictions on where each individual may store the content. The raw file of content may not be provided to anyone outside of your legal entity other than subcontractors. If you require content to be available to more than 5 users, please contact Nu Aerial LLC to purchase rights for additional users.

c. Subcontractors: You may allow subcontractors (for example, your printer or mailing house) or distributors to use content in any production or distribution process related to your final project or end use. These subcontractors and distributors must agree to be bound by the terms of this agreement and may not use the content for any other purpose.

V. Intellectual Property Rights

All the licensed content is owned by Nu Aerial LLC. All rights not expressly granted in this agreement are reserved by Nu Aerial LLC. You may not assert any right to revenue from a collecting society, social media website, content sharing platform or any other third party in respect of photocopying, digital copying, sharing, distribution or other secondary uses of the licensed content.

a. Attribution: For commercial use you do not need to include a photo credit, but if you are using content for editorial purposes, you must include a credit adjacent to the content or in production credits. The credit should be in the following form or as otherwise stipulated in the caption information accompanying the content on the Nu Aerial LLC website: "M. Jenkins via Nu Aerial LLC"

If licensed content is used in an audio/visual production where credits are accorded to other providers of licensed material, you must include a credit in comparable size and placement. The credit should be in the following form or as otherwise stipulated in the caption information accompanying the content on the Nu Aerial LLC website: "[Video] [Imagery] supplied by M. Jenkins via Nu Aerial LLC "

b. Nu Aerial LLC name and logo: You may use the name of Nu Aerial LLC as necessary to give attribution, but you may not otherwise use the names, logos, or trademarks without prior written approval.

VI. Fees and Renewal

Upon expiration of the term, if your subscription is set to AUTOMATICALLY RENEW, you authorize Nu Aerial LLC to charge or you agree to pay, the applicable subscription fees at the then applicable rate and taxes for the subscription according to your payment information on file. You may change your auto-renewal preferences in your Nu Aerial LLC account. Your subscription may only be cancelled as set out in Section 7(b). Nu Aerial LLC may deactivate your subscription without prior notice if Nu Aerial LLC is unable to complete a transaction through the payment information provided by you.

VII. Termination/Cancellation/Withdrawal

a. Termination: Nu Aerial LLC may terminate this agreement at any time if you breach any of the terms of this or any other agreement with Nu Aerial LLC, in which case you must immediately: cease using the content; delete or destroy any copies; and, if requested, confirm to Nu Aerial LLC in writing that you have complied with these requirements.

b. 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, the rights granted for such use shall immediately terminate, and in that event, upon Nu Aerial LLC’s request, you agree to remove any content from such platform or website.

c. Refunds/Cancellation: All requests for refunds/cancellations must be made in writing or using the cancellation function on the Nu Aerial LLC’s website. Provided that the request is made within 30 days and the licensed content has not been used, Nu Aerial LLC may cancel the relevant order and issue a full refund to your account or credit card. No credits or refunds are available for cancellation requests received more than 30 days from your receipt of content, or for research, lab, service or subscription fees, all of which are non-refundable. In the event of cancellation, your rights to use the content terminate, and you must delete or destroy any copies of the content.

d. Content Withdrawal: Nu Aerial LLC may discontinue licensing any item of content at any time in its sole discretion. Upon notice from Nu Aerial LLC, or upon your knowledge, that any content may be subject to a claim of infringement of a third party's right for which Nu Aerial LLC may be liable, Nu Aerial LLC 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. Nu Aerial LLC will provide you with replacement content (determined by Nu Aerial LLC in its reasonable commercial judgment) free of charge, subject to the other terms of this agreement.

VIII. Representations and Warranties

Nu Aerial LLC makes the following representations and warranties:

a. Warranty of Non-Infringement: For all licensed content (excluding content marked "access only"), Nu Aerial LLC warrants that your use of such content in accordance with this agreement and in the form delivered by Nu Aerial LLC (that is, excluding any modifications, overlays or re-focusing done by you) will not infringe on any copyrights or moral rights of the content owner/creator.

b. Additional Warranties for Certain Content: RF: For licensed royalty-free content (excluding content marked "editorial" or "intended for editorial"), Nu Aerial LLC warrants that your use of such content in accordance with this agreement and in the form delivered by Nu Aerial LLC (that is, excluding any modifications, overlays or re-focusing done by you) will not infringe on any trademark or other intellectual property right, and will not violate any right of privacy or right of publicity. RM/RR: For licensed rights-managed and rights-ready content where Nu Aerial LLC specifically notifies you that a model and/or property release has been obtained, Nu Aerial LLC warrants that your use of such content in accordance with this agreement and in the form delivered by Nu Aerial LLC (that is, excluding any modifications, overlays or re-focusing done by you) will not, where a property release has been obtained, infringe on any trademark or other intellectual property right and/or will not, where a model release has been obtained, violate any right of privacy or right of publicity.

c. Warranty Disclaimer: Unless specifically warranted above, Nu Aerial LLC does not grant any right or make any warranty with regard to the use of names, people, trademarks, trade dress, logos, registered, unregistered or copyrighted audio, designs, works of art or architecture depicted or contained in the content. In such cases, you are solely responsible for determining whether release(s) is/are required in connection with your proposed use of the content, and you are solely responsible for obtaining such release(s). You acknowledge that no releases are generally obtained for content identified as "editorial" or "intended for editorial" and that some jurisdictions provide legal protection against a person's image, likeness or property being used for commercial purposes when they have not provided a release. You also acknowledge that organizers of sports, news and entertainment events sometimes impose contractual restrictions on commercial use of content captured at their events. You are also solely responsible for payment of any amounts that may be due under, and compliance with any other terms of, any applicable collective bargaining agreements as a result of your use of the licensed content.

d. Caption/Metadata Disclaimer: While Nu Aerial LLC has made reasonable efforts to correctly categorize, keyword, caption and title the content, Nu Aerial LLC does not warrant the accuracy of such information, or of any metadata provided with the content.

e. No Other Warranties: Except as provided in this 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. Nu Aerial LLC does not represent or warrant that the content or its websites will meet your requirements or that use of the content or websites will be uninterrupted or error free.

IX. Indemnification/Limitation of Liability

a. Indemnification of Nu Aerial LLC by you: You agree to defend, indemnify and hold harmless Nu Aerial LLC from all damages, liabilities and expenses (including reasonable legal costs including attorney fees) arising out of or in connection with (i) your use of any content outside the scope of this agreement; (ii) any breach or alleged breach by you (or anyone acting on your behalf) of any of the terms of this or any other agreement with Nu Aerial LLC; and (iii) your failure to obtain any required release for your use of content.

b. Indemnification of you by Nu Aerial LLC: Provided that you are not in breach of this or any other agreement with Nu Aerial LLC, and as your sole and exclusive remedy for any breach of the warranties set forth in Section 8 above Nu Aerial LLC agrees, subject to the terms of this Section 9, 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 Nu Aerial LLC of its warranties in Section 8 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 Nu Aerial LLC, or upon your knowledge, that the content is subject to a claim of infringement of a third party's right.

c. Notification of Indemnity: 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. The indemnified party (the one not covering the costs) must 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.

d. Limitation of Liability: NU AERIAL LLC WILL NOT BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY LOST PROFITS, PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR OTHER SIMILAR DAMAGES, COSTS OR LOSSES ARISING OUT OF THIS AGREEMENT, EVEN IF NU AERIAL LLC 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.

X. General Provisions

a. Assignment: This agreement is personal to you and is not assignable by you without Nu Aerial LLC’s prior written consent. Nu Aerial LLC 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.

b. Audit: Upon reasonable notice, you agree to provide to Nu Aerial LLC sample copies of projects or end uses that contain licensed content, including by providing Nu Aerial LLC 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, Nu Aerial LLC 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. If any audit reveals an underpayment by you to Nu Aerial LLC of five percent (5%) or more of the amount you should have paid, then in addition to paying Nu Aerial LLC the amount of the underpayment and any other remedies to which Nu Aerial LLC is entitled, you also agree to reimburse Nu Aerial LLC for the costs of conducting the audit.

c. Electronic storage: You agree to retain the copyright symbol, the name of Nu Aerial LLC, the content's identification number and any other information or metadata 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.

d. Governing Law/Arbitration: This agreement will be governed by the laws of the State of California, U.S.A., without reference to its laws relating to conflicts of law. Any disputes arising from or related to this agreement shall be finally settled by binding, confidential arbitration by a single arbitrator selected using the rules and procedures for arbitrator selection under i) if you are in North America: the JAMS' Expedited Procedures in its Comprehensive Arbitration Rules and Procedures ("JAMS"); or ii) if you are outside of North America: the International Centre for Dispute Resolution ("ICDR") or JAMS (the applicable rules to be at your discretion), in effect on the date of the commencement of arbitration to be held in one of the following jurisdictions (whichever is closest to you): Murrieta, California; London, England; Paris, France; Munich, Germany; Madrid, Spain; Milan, Italy; Sydney, Australia; Tokyo, Japan; or Singapore. The arbitration proceedings shall be conducted in English and all documentation shall be presented and filed in English. The decision of the arbitrator shall be final and binding on the parties, and judgment may be entered on the arbitration award and enforced by any court of competent jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not govern this agreement. The prevailing party shall be entitled to recover its reasonable legal costs including attorney fees relating to that aspect of its claim or defense on which it prevails, and any opposing costs awards shall be offset. Notwithstanding the foregoing, Nu Aerial LLC shall have the right to commence and prosecute any legal or equitable action or proceeding before any court of competent jurisdiction to obtain injunctive or other relief against you in the event that, in the opinion of Nu Aerial LLC, such action is necessary or desirable to protect Nu Aerial LLC’s intellectual property rights. The parties agree that, notwithstanding any otherwise applicable statute(s) of limitation, any arbitration proceeding shall be commenced within two years of the acts, events or occurrences giving rise to the claim.

e. 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.

f. Waiver: No action of either party, other than express written waiver, may be construed as a waiver of any provision of this agreement.

g. 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 Nu Aerial LLC and accepted 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.

h. Notice: All notices required to be sent to Nu Aerial LLC under this agreement should be sent via email to mjenkins@nuaerial.com. All notices to you will be sent via email to the email set out in your account.

i. Taxes: You agree to pay and be responsible for any and all sales taxes, use taxes, value added taxes, withholding taxes, and duties imposed by any jurisdiction as a result of the license granted to you, or of your use of the licensed content.

j. Interest on Overdue Invoices: If you fail to pay an invoice in full within the time specified, Nu Aerial LLC may add a service charge of 1.5% per month, or such lesser amount as is allowed by law, on any unpaid balance until payment is received.

k. Licensing Entity: The Nu Aerial LLC licensing entity under this agreement is determined based on your billing address in accordance with the chart found