PVF owns and operates this website, and its component parts, including its selection and/or arrangement, all Content, works, code, metatags, and other matter comprising the website (collectively “the Website”). Access to and use of this Website is provided to you by PVF on the condition that you accept and abide this Agreement. By accessing or using this Website, you affirm that you have accepted and agree to be bound by this Agreement. IF YOU DO NOT AGREE, YOU MUST NOT ACCESS OR USE THIS WEBSITE. If you created a User Account, including by signing in through your social media, by creating a User Account you affirm that you have accepted and agree to be bound by this Agreement, including the User Account Agreement. If you wish to obtain a License from us, by clicking “I agree” you affirm that you have accepted and agree to be bound by this Agreement, including the Content License Agreement.
PVF may change the terms of This Agreement, including the Content License Agreement, at any time, without notice to you. Any changes will be posted on the PVF Website. Changes are effective immediately upon being posted to the website, and your continued use of the Website shall constitute your acceptance of such changes You should check this Agreement regularly to update yourself on any changes. If you have a User Account, PVF may also give notice of such changes to you by sending correspondence to the email address PVF has on file. If you do not wish to agree to any changes, you must terminate the User Account Agreement in accordance with the “Term and Termination” section of this Agreement. If you also have a PVF Subscription and you do not wish to agree to any changes you must not download any more content and must terminate the Content License Agreement in accordance with the “Term and Termination” section of this Agreement.
Some words that we repeat throughout this Agreement, mean:
This Website is for customers and prospective customers of PVF. You are only permitted to use this Website for lawful purposes. In accessing this Website, you are specifically prohibited from doing any of the following:
By creating a User Account, you agree not to share your User Account information, including your user ID and password, with any other person or entity, and to immediately notify PVF in the event you become aware your User Account may have been accessed without your authorization, or where your such User Account information is disclosed to a third party or becomes lost or stolen.
“Credits” with PVF are redeemable toward the purchase of a License for Content that is designated “Premium Content” at a value equal to the number of credits indicated for the desired Content on the PVF Website at the time of redemption. $1 USD equals 1 credit. Credits can be purchased online through the PVF Website, and are subject to certain conditions, in accordance with the “Payment” section of this Agreement. At its sole and absolute discretion, PVF may grant “bonus” credits where multiple credits are purchased in a single transaction. Upon termination of your User Account, and as set out in the “Term and Termination” section of this Agreement, you agree to forfeit all credits remaining in your account.
Certain Content may only be accessed, downloaded, and licensed by you after you have become a PVF Subscriber. Descriptions of the various PVF Subscription packages, pricing, and content can be found at http://www.provideofactory.com/subscription. Subscriptions automatically renew annually unless cancelled in advance of the renewal deadline. The credit card or PayPal account associated with your User Account will be charged the applicable subscription fee in accordance with the “Payment” section of this Agreement each year on the same day you purchased the PVF Subscription, unless you cancel. You may opt out of automatic renewal at any time by accessing your User Account and changing your billing options.
Anyone who has created a User Account, including by signing in using their Facebook social media account credentials, may access, download, and use Content available in the PVF OPEN LIBRARY, which contains video clips pre-selected by PVF. Only PVF Subscribers may access and use Content in the PVF GENERAL LIBRARY. Licenses in respect of Content in PVF PREMIUM LIBRARY must be purchased separately, unless included in a PVF Subscription package.
The PVF GENERAL LIBRARY contains Content in both HD and 4K resolution formats. PVF offers various ways to access, download, and license Content in the PVF GENERAL LIBRARY:
The PREMIUM LIBRARY includes Content in HD, 4K, 6K, and 8K resolution formats. Purchase of a separate license is required to download and use each piece of Content in our PREMIUM LIBRARY. You do not need to be a PVF Subscriber to access and purchase a License for Content in our PREMIUM LIBRARY. However, each month, PVF Subscribers may receive free downloads and licenses for to up to five (5) 4K clips in the PREMIUM LIBRARY as selected by PVF, as well as a discount and/or a credit towards Content in the PREMIUM LIBRARY.
Grant of License: Provided you comply with the Content License Agreement, PVF grants you a royalty-free, revocable, worldwide, non-exclusive, non-sublicenseable, non-transferable, license, in relation to the Content to which the License applies, to:
Electronic storage of Content: As part of the License, you agree to retain all information embedded in the electronic file containing the Content such as the copyright symbol, the name of PVF, the Content's identification number, and to maintain effective security measures to protect the Content from unauthorized use by third parties.
Protection of Content: You need to use best efforts to protect and secure the Content to ensure that it cannot be copied and/or downloaded by third parties. Failure to prevent such unauthorized copying or download would be a breach of this Agreement.
Limitations: The Licence, in relation to the Content to which the License applies, is subject to the limitations outlined below.
Content Use Restrictions:
The Website is the property of PVF, and is protected by intellectual property and other laws, including copyright, trademark, patent and trade secret laws. PVF and/or its contributors own all rights, title, and interests in and to the Website and the Content, including when Content is incorporated into User Work.
PRO VIDEO FACTORY INC., AROUND THE WORLD MEDIA S.R.L., and any other trademarks, names, logos or product or service names appearing on the Website are the property of their respective owners and may not be used, copied, imitated, or otherwise dealt with (including by incorporating terms comprising such marks as metatags or “hidden text”) in the absence of prior written permission from the relevant owner. PVF does not endorse, sponsor or hold out approval of any product, service, process or information referenced on its Website.
The Website (excluding Content that is subject to the terms of the Content License Agreement) may only be copied for personal, non-commercial purposes. Only the amount necessary for the purpose of your activity may be copied, and it may not be modified in any way, including by removing any intellectual property notice or other rights management information. Notwithstanding, PVF may, in its sole discretion, deem any non-licensed dealings with the Website as infringing or violating PVF’s rights, and PVF reserves its rights to challenge and seek damages and other remedies in respect of all such dealings. Except to the extent permitted under the Content License Agreement, you are prohibited from creating any derivative works from the Website or otherwise exploiting the Website, without PVF’s written permission.
If you have purchased a license, nothing in this Agreement, including the Content License Agreement, sells any ownership of the Content from PVF to you, nor grants you any rights, title, or interest in or to the Content (including any related code, metadata, keywords, and descriptions), including copyrights, trademarks, trade secrets or other proprietary rights. PVF does not make any claims in respect of ownership of User Works that incorporate Content, other than its ownership of that Content.
Notice of Infringement
PVF respects the intellectual property of others, and requires its users do the same. If you believe that your work has been copied or used in a way that violates your intellectual property or other rights, including by infringing your copyright, please provide PVF with a written letter addressed to firstname.lastname@example.org, including the following:
Pro Video Factory represents and warrants that:
You represent and warrant that:
Except as explicitly identified herein, the Website, PVF’s services, Content, and any Content information (including keywords, captions, categorizations, titles, and descriptions), are provided “as is” without any kind of representation, warranty or condition of any kind, either expressly or implied, including any implied warranties of merchantability, fitness for a particular purpose, non-infringement, quiet enjoyment, or title. PVF makes no representation or warranty that information contained in the Website is accurate, current, or complete. PVF further disclaims any representation or warranty that the Website, Content, or Content information will meet your requirements, is compatible with any particular hardware, software, device, or operating system, or that use of the Website or Content will be uninterrupted or error free. The Website and all Content is accessed at your own risk. You acknowledge that you shall be solely responsible for any loss or damage to your property or person, including but not limited to, your computer system and any hardware, software, or device used to access the Website, PVF’s services or Content or Content Information. Certain jurisdictions do not allow the exclusion of implied warranties, and your rights may vary from jurisdiction to jurisdiction.
Public Domain Content Disclaimer: PVF does not make any representations or warranties of any kind in respect of (a) any personal identifying information or any third party works, trademarks or other intellectual property, intentionally or incidentally, captured and included as part of the Content, or as part of the background, (b) any moral rights, or similar rights, that may attach to such personal identifying information or third party works, trademarks or other intellectual property. You acknowledge that it is your responsibility to seek and obtain the appropriate licenses, waivers, or other permissions to deal with such personal identifying information or third party works, trademarks, or other intellectual property, and that PVF has no obligation or responsibility to assist you in doing so.
PVF may update, revise, supplement or delete information, services, resources, and/or Content contained on the Website from time to time, and reserves its right to do so without prior notice to you.
YOU ASSUME ALL RESPONSIBILITY AND RISK FOR USE OF THE WEBSITE, PVF’S SERVICES, AND CONTENT, INCLUDING, WITHOUT LIMITATION, ANY OF THE DATA OR INFORMATION CONTAINED THEREIN.
IN NO EVENT WILL PVF, ITS SUBSIDIARIES OR OTHER RELATED COMPANIES, AFFILIATES, AND CONTENT SUPPLIERS, AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND STOCKHOLDERS BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR ANY OTHER DAMAGES, COSTS, OR LOSSES IN CONNECTION WITH ANY CLAIM ARISING OUT OF OR UNDER THIS AGREEMENT, YOUR DIRECT OR INDIRECT BROWSING, ACCESSING, OR USE OF THE WEBSITE OR CONTENT (INCLUDING ANY DESTRUCTIVE, HARMFUL, OR DISRUPTIVE FILES OR PROGRAMS, OR OTHER COMPUTER VIRUSES, THAT MAY INFECT OR OTHERWISE IMPACT YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY AS A RESULT OF SUCH ACTIVITIES IN RESPECT OF THE WEBSITE AND CONTENT), OR ANY LICENSE GRANTED HEREIN, OR ANY USE OF OR RELIANCE ON ANY INFORMATION, CONTENT, GOODS, OR SERVICE DISPLAYED, OR MADE AVAILABLE ON OR THROUGH ANY THIRD PARTY WEBSITE OR LINKED RESOURCES DISPLAYED ON OR ACCESSIBLE THROUGH THE PVF WEBSITE, EVEN IF PVF HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES, EXCEPT AS OTHERWISE PROVIDED IN THIS SECTION.
THE TOTAL MAXIMUM AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL BE LIMITED TO $1.00 CANADIAN DOLLAR. HOWEVER, IN RESPECT OF ALL CONTENT, THE MAXIMUM AGGREGATE AMOUNT OF OUR LIABLITY SHALL BE LIMITED TO $1000.00 CANADIAN DOLLARS PER ITEM OF CONTENT REGARDLESS OF THE NUMBER OF TIMES YOU USE THE SAME PIECE OF CONTENT, BUT THIS SHALL NOT APPLY, AND THE MAXIMUM AGGREGATE AMOUNT OF OUR LIABILITY SHALL BE LIMITED TO $0.00 CANADIAN DOLLARS IN THE EVENT YOU HAVE MODIFIED OR OTHERWISE USED THE CONTENT IN VIOLATION OF THIS AGREEMENT.
SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES OR LIABILITY. IN SUCH JURISDICTIONS, THE LIABILITY OF PVF, ITS SUBSIDIARIES, AFFILIATES, AND CONTENT SUPPLIERS, AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS AND EMPLOYEES, STOCKHOLDERS SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
NO CLAIM ARISING OUT OF THIS AGREEMENT OR YOUR USE OF ANY CONENT MAY BE BROUGHT BY YOU MORE THAN ONE YEAR AFTER THE INITIAL EVENTS GIVING RISE TO THE CLAIM HAVE OCCURRED.
Your indemnification of PVF: You agree to defend, indemnify and hold harmless PVF and its subsidiaries, affiliates, and content suppliers, and each of their respective officers, directors and employees, and stockholders from all damages, liabilities, expenses, and reasonable outside legal fees, arising out of or in connection with any breach or alleged breach by you (or anyone acting on your behalf) of any of the terms of this Agreement.
PVF’s indemnification of you: Provided that you are not otherwise in breach of the terms of this Agreement, and, if in respect of Content, your use of such Content is only in accordance with this Agreement, and as your sole and exclusive remedy for any breach by PVF of its warranties and representations in respect of intellectual property in Content as set forth in this Agreement, PVF agrees, subject to the terms of this Section, 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 arising out of a proven breach by PVF. PVF’s liability under this indemnification shall not exceed the cost of any subscription or license fees paid by you to PVF. 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 PVF, or upon your knowledge, that the Content is subject to a claim of infringement of a third party's right.
General: To rely on these indemnification rights, the party seeking indemnification must promptly notify in writing the other party about the claim. Such notification must include the nature of the claim, the Content and User Work at issue, and the name and contact information of the party asserting the claim. To the extent any legal fees and other costs have been incurred by a party prior to such notice, that party is not entitled to be indemnified for such fees and costs. The indemnifying party (i.e. the party paying) has the right, but not the obligation, to assume the handling, settlement, or defense of any claim or litigation. If the indemnifying party exercises this right, the other party must cooperate in any way reasonably requested by the indemnifying party and agrees that if it wishes to participate separately in such litigation, it shall do so at its own expense.
General: This Agreement remains effective unless terminated. In the event this Agreement is terminated, you will not be entitled to any refund in respect of payments made to PVF to access or use the Content. In the event your User Account is terminated, any Credits remaining in your User Account will be forfeited to PVF and no longer be valid.
Termination of PVF subscription package: Access to Content through any PVF subscription package is automatically terminated after one (1) year, calculated from the date your subscription commenced, unless your subscription is renewed, although you may cancel your subscription at any time by writing to PVF. The Content License Agreement shall continue to run despite your cancellation or failure to renew but only in respect of Licensed Content that you have downloaded and incorporated into a User Work prior to the date of termination; You will not be entitled to download any new Content, or use any Content downloaded during the subscription period but not incorporated into a User Work (including drafts of a User Work) at the time the subscription is terminated. All files for such downloaded Content must, within ten (10) business days, be deleted and/or destroyed. If requested, you shall provide PVF with sworn written confirmation that you have complied with these terms.
Termination of Content License Agreement by you: You may terminate the Content License Agreement at any time by ceasing use of the Content, deleting and/or destroying all files and copies of the Content downloaded and used by you and/or any other person to whom access to the Content was granted under the Content License Agreement.
Termination by PVF: PVF may terminate this Agreement any time if you fail to comply with any of the terms of this Agreement, including the terms of the Content License Agreement. In the event PVF terminates this Agreement, you must, within ten (10) business days, cease using the Content, delete and/or destroy all files and copies of the Content downloaded and used by you and/or any other person to whom access to the Content was granted under this Agreement, including all files and copies of User Works incorporating the Content, and advise PVF of the same in writing.
Termination by third party action: This Agreement will automatically terminate if the Content or a User Work incorporating Content is hosted or displayed on a third party website or platform and such third party website or platform does (or provides notice that it will) deal with user materials for its own purposes or in a manner that is contrary to this Agreement.
Termination after Content removal by PVF: From time to time, PVF may remove Content from its website at its sole discretion. In the event such Content is removed due to a third party claim against that Content, the Content License Agreement portion of this Agreement will terminate in respect of that Content. Upon receiving notice of removal of such Content, either from PVF or due to your own knowledge, you must cease using that Content, delete and/or destroy all files and copies of such Content downloaded and used by you and/or any other person to whom access to such Content was granted under this Agreement, including all files and copies of User Works incorporating such Content, and advise PVF of the same in writing.
ALL SALES ARE FINAL, AND PVF HAS NO OBLIGATION TO REFUND ANY FEES PAID BY YOU FOR ANY SERVICES PURCHASED THROUGH THE WEBSITE, INCLUDING ANY CREDITS, SUBSCRIPTION OR LICENSE, EXCEPT AS REQUIRED BY LAW. However, we will refund you the fee paid in respect of single item Content you have purchased and downloaded through our Premium Library where such Content has a material defect, you have provided us with written notification of the material defect within 30 days of the Download, we have permitted you to and you have Downloaded that Content again, the problem persists, and PVF determines, in its sole discretion, that the defects would continue to prevent the Premium Library Content from being downloaded or used as permitted under the Content License Agreement. In the event such refund is granted, the Content License Agreement in respect of such Content shall be considered terminated, and any downloaded files must be deleted and/or destroyed.
The price for subscriptions or Content will be as specified on the Website at the time of purchase, and will be in USD (United States Dollars), but may not include all taxes, fees, set off, deduction, or withholdings applicable in your jurisdiction, including currency conversion and withholding taxes. You are responsible for promptly paying any and all applicable sales taxes, use taxes, value added taxes, property tax, customs, duties and any related interest or penalties imposed by any jurisdiction as a result of the License, any supplemental or other license or any use of the Content.
Purchases on the Website may only be made through credit card or PayPal. By approving the purchase, you authorize PVF or a third party retained by PVF, to charge the designated credit card or PayPal account for the total amount of the purchase. For PVF Subscribers, unless you have cancelled your subscription or opted out of automatic renewal, the subscription fee for the year will be charged to your credit card or PayPal account indicated in your User Account each year on the same day you purchased the PVF Subscription.
Any purchased Credits or Credits issued by PVF to your User Account will remain valid in association with that User Account until the User Account is terminated. Credits are not transferrable between User Accounts, are not refundable and have no cash value. At the time your User Account is terminated, any remaining Credits will be forfeited and no longer be valid.
Governing law: This Agreement is governed by the laws of the province of Ontario and country of Canada, as applicable, without reference to its laws relating to conflicts of law. For greater certainty, the United Nations Convention on Contracts for the International Sale of Goods does not govern this agreement.
Disputes: The courts in Toronto, Ontario, will have exclusive jurisdiction to hear and decide any claims or disputes arising under or relating to this Agreement, and by agreeing to this Agreement, you hereby attorn to the exclusive jurisdiction of said courts.
Binding Agreement: This Agreement is binding upon the parties hereto and ensures to the benefit of PVF’s successors and assigns. It is personal to you and any rights or obligations under this Agreement may not be assigned by you, in whole or in part, to any third party.
Severance of Terms: In the event that a term(s) in this Agreement is declared to be invalid or unenforceable, the remaining terms shall continue in full force and effect, and the parties agree to substitute for any invalid or unenforceable term(s) a term(s) of similar intent and scope to the extent permitted by law.
Notice: Any notice to PVF required or permitted by this Agreement or given in connection with this Agreement, shall be sent to email@example.com. Any notice to you required or permitted by this Agreement or given in connection with this Agreement, shall be sent to the email address you provided to PVF in connection with the purchase of PVF’s services. It is your responsibility to ensure such information is accurate and up to date. PVF has no obligation to seek confirmation of delivery or an alternative email address once notice is sent to you in the manner described.
Compliance Checks: Upon reasonable notice, you agree to provide PVF with sample copies or access to sample copies of User Works (including drafts of in-progress and completed User Works) that contain Content, including by granting to PVF free-of charge access to such User Works hosted on third party platforms, websites, or servers. To ensure compliance with the terms of this Agreement, where PVF has reason to believe that your use of Content may be outside the scope of the License, PVF may request, and you agree to make any required changes to bring your use of the Content into compliance and to provide PVF with a certificate of compliance, in a form provided for by PVF, signed by an officer of your company.
Entire Agreement: No terms or conditions of this Agreement may be added or deleted unless made in writing and accepted in writing by both parties, or issued electronically by PVF and accepted in writing by you. In the event of any inconsistency between the terms of this Agreement and the terms contained on any purchase order or other document sent by you, the terms of this Agreement will apply.
Waiver: No action of either party, other than an express written waiver, may be construed as a waiver of any provision of this Agreement.
If in Quebec, parties confirm that it is their wish that this Agreement as well as all documents relating to this Agreement, including notices, be drawn up in English only. Les parties aux présentes conferment que c’est leur volonté que le présente convention de même que tous les documents, y compris les avis s’y rattachant, soient redigês en anglais seulement.
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