FINLEY-HOLIDAY FILMS DIGITAL FOOTAGE LICENSE AGREEMENT

By using any Finley-Holiday Films Digital Stock Footage Product ("Digital Footage"), whether by way of download, on CD-ROM, DVD, or other media, you agree to be bound by terms of this agreement.

Definitions
 "Digital Footage" means any images, films, videos, or other audio/visual representations recorded in any format that are controlled by or obtained, directly or indirectly, from Finley-Holiday Films.

Grant of License
 This license is granted only to the registered owner. Your invioce is the proof of your registration. Subject to your acceptance of the terms of this agreement, and upon use of the Digital Footage, the purchase of Digital Footage entitles you to one royalty-free non-exclusive, non-transferable license to use and modify the Digital Footage subject to the following terms and conditions:
 
License for Single Use
 The Digital Footage may only be used on one computer at a time. The Digital Footage may not be rented, leased, sold, or sub-licensed to any other person, company, or entity. Anything produced using the Digital Footage must be for your own use. If you are entering this agreement on behalf of your employer, the license granted and restrictions and limitations recited herein apply to your employer as well as to you as a representative of your employer. Should you cease working for your employer, your employer may continue to operate under this agreement, and the license will stay with your employer. If you provide stock footage or derivatieve works to a client as part of your work product, the client may not reuse the stock files or derivative works for any purposes other than preview of your work product without purchasing a separate license.

Non-Retail Use
 The Digital Footage may be used in a derivative work such as a film, video, broadcast, multimedia, advertisement, live performance, internet, presentation, or print project, but the Digital Footage and any derivative work thereof, may not be used, sold, licensed, reproduced, distributed, or displayed as a downloadable file. The Digital Footage and any derivative work thereof, may not be used, sold, licensed, reproduced, distributed or included in any other stock footage/clip media product, stock library, stock collection, or set of stock clips for distribution or resale.

Retail Products
 Copies of works incorporating the Digital Footage may be reproduced, sold, and distributed as long as the Digital Footage does not comprise more than 25 percent (25%) of the total imagery used in the finished work and as long as the Digital Footage does not constitute the primary value of the product. You agree to take all steps necessary to prevent any third party from duplicating or distributing any of the Digital Footage included in the finished work. Special licensing to obtain additional rights is available by contacting Finley-Holiday Films. In addition, Finley-Holiday Films requests a credit line that reads "Finley-Holiday Films Digital Footage Library."

Special Limitations
 The Digital Footage may not under any circumstances be used in or in conjunction with pornographic, defamatory, obscene, fraudulent, libelous, infringing, immoral, or illegal material.

Copyrights
 All Digital Footage are the copyrighted products of Finley-Holiday Films, or its licensors, and are protected by United States Copyright laws, international treaty provisions, and other applicable laws. No title or intellectual property rights in the Digital Footage is transferred to you. Finley-Holiday Films retains all rights not expressly granted by this license agreement.

Liability
 Finley-Holiday Films will not be liable to you for any special, indirect, consequential, punitive, or incidental damages arising out of the use of or inability to use the Digital Footage. Finley-Holiday Films entire liability and your exclusive remedy shall be limited by the amount paid for the particular Digital Footage.

Breach of Agreement
 You agree to indemnify and hold Finley-Holiday Films harmless from and against any damages or liability of any kind arising from your use of the Digital Footage in any form, any breach of the terms and conditions of this agreement, or your negligent act, omission, or willful misconduct. If any part of this agreement is found void and unenforceable, it will not affect the validity of the balance of the agreement, which shall remain valid and enforceable according to its terms. All license rights granted pursuant to this agreement shall automatically terminate upon your breach of this agreement.

Warranty
 Finley-Holiday Films warrants the Digital Footage to be free from defects in material and workmanship for ninety (90) days from date of delivery. Your sole and exclusive remedy for a breach of this warranty is the replacement of the Digital Footage, or a refund of the purchase price, at the option of Finley-Holiday Films. FINLEY-HOLIDAY FILMS MAKES NO OTHER WARRANTIES OR REPRESENTATIONS WITH REGARD TO THE DIGITAL FOOTAGE.

Venue
 This agreement will be governed by the laws of the State of California, U.S.A.