These Second Unit Terms of Service (the “Terms of Service”) constitute a legally binding agreement by and between Second Unit and you (“Licensee” or “You”), concerning the Second Unit Products (as such term is defined below).
For purposes of these Terms of Service:
“Digital Media Files” are any images, animations, films, videos, or other audio/visual representations recorded in any computer-readable format or form that are obtained, directly or indirectly, from Second Unit.
“Intellectual Property Rights” shall mean all rights of authorship, all copyrights (including rights in applications or registrations), all rights of attribution and integrity and other moral rights, all rights of inventorship, all rights in patents and patent applications, all trademark rights (including rights in applications or registrations), all rights in trade secret and proprietary information, and all other intellectual property rights of any type, whether registered or registerable or not in any country.
“Second Unit Products” means the Digital Media Files, the Services, and the Second Unit Software.
“Second Unit Software” means the software extensions of Third Party Software that are identified as “Plug-Ins” and available to Licensees by download by means of the web site maintained by Second Unit at www.Second-Unit.net
“Purchase Price” means the purchase price, membership fee, or pricing structure Licensee selected or will select during Licensee’s enrollment process for use of the Second Unit Products.
“Third Party Software” means any software proprietary to a Third Party Software Provider, including the timeline-based video editing software application known as Premier Pro that is proprietary to Adobe Systems Incorporated.
“Third Party Software Provider” means any party other than Second Unit that provides its proprietary software to authorized users.
“Use” means to access, install, download, copy, distribute, modify, make use of, or otherwise benefit from using the functionality of any of the Second Unit Products.
2. Grant of License
a. For Licensees choosing a paid subscription (whether monthly or annually) to the Second Unit Products, subject to the terms and conditions herein stated and subject to payment by Licensee of the Purchase Price, Second Unit hereby grants the Licensee a non-exclusive, non-transferable royalty-free license to Use an unlimited number of the Second Unit Products.
b. The Digital Media Files and the work product of the Services and/or the Second Unit Software may be incorporated into a derivative work such as a film feature, video, broadcast, multimedia, advertisement, live performance, Internet, presentation, or print project. Licensee may use the Second Unit Products on a server, image library, or network configuration to be viewed by Licensee.
c. Any download or other use of any Second Unit Product shall be solely for specific and immediate use of such product by Licensee; warehousing, aggregation, and any other downloading for contingent future use is strictly prohibited.
d. Anything that Licensee produces using any of the Second Unit Products must be for the use of Licensee and its end-users only. Licensees that desire a multi-seat site license for use by multiple users must contact Second Unit for rates and terms and conditions for such use.
3. The scope of License Restrictions
Licensee hereby agrees that it will not under any circumstances:
a. Use, sell , license, reproduce, distribute, or display the Digital Media Files or the work product of the Services and/or the Second Unit Software as templates, stand-alone backgrounds, stock elements, or effects imagery elements made available as downloadable files or included in any other clip media/stock product, library, collection, or set of clips for distribution or resale, or in a manner that permits Licensee’s end users to extract the Digital Media files or the work product of the Services and/or the Second Unit Software as stand-alone files;
b. Rent, lease, lend, sell, or sublicense any of the Second Unit Products to another person, company, or other entity;
c. Include the Digital Media Files or the work product of the Services and/or the Second Unit Software in an electronic template intended to be used by third parties on electronic or printed products, where the purpose is to create multiple impressions, including website designs, presentation templates, electronic greeting cards, business cards, or any other electronic or printed matter without obtaining a license for such purpose from Second Unit;
d. Sublicense, sell, assign, convey, or transfer any of its rights under these Terms of Service except as specifically provided herein;
e. Incorporate the Digital Media Files or any work product of the Services and/or the Second Unit Software into a logo, trademark, or service mark;
f. Distribute, post, or upload the Digital Media Files or the work product of the Services and/or the Second Unit Software online in a downloadable format or enable it/them to be distributed via mobile telephone or other electronic devices;
g. Post, upload, or transfer any Digital Media Files or the work product of the Services and/or the Second Unit Software in any form on websites offering customization services (for example, Fiverr.com, Youtube.com, and Vimeo.com);
h. Use any Digital Media Files or the work product of the Services and/or the Second Unit Software in an automated system, including online websites, other than in connection with the Services; or
i. Decompile, reverse engineer, disassemble, or otherwise reduce the Digital Media Files or the work product of the Services and/or the Second Unit Software to a human readable form.
4. Manner of Use Restrictions
Licensee hereby agrees that it will not:
a. Use any of the Second Unit Products in a way that would defame, malign, slander, libel, or vilify any person or group of persons or any countries, races, customs, cultures, religions, or governments;
b. Use any Second Unit Product in connection with any pornographic materials or in any other manner that would be deleterious or damaging to the reputation of Second Unit;
c. Engage in screen scraping of the Second Unit Products or any similar automated process for the capture or conversion of electronic files; or
d. Use any of the Second Unit Products with a model and 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 is used in connection with a subject that would be unflattering, embarrassing, or unduly controversial to a reasonable person, unless Licensee accompanies each such use with a conspicuous statement that indicates that the person is a model and the Digital Media Files and/or the work product of the Services and the Second Unit Software are being used for illustrative purposes only.
5. Reservation of Rights
Except as expressly granted herein, all right, title and interest to the Second Unit Products and any Intellectual Property Rights related thereto are retained by Second Unit, and all right, title and interest to the Third Party Software and any Intellectual Property Rights related thereto are retained by such Third Party Software Provider. The copyrights in all Second Unit Products are owned by Second Unit or its licensors, and the copyrights in all Third Party Software are owned by such Third Party Software Provider or its licensors, and in all cases are protected by United States copyright laws, international treaty provisions, and other applicable laws. Second Unit’s trademarks and service marks, including “Second Unit,” may not be used or associated with any of Licensee’s derivative products created from Digital Media Files or by means of the Services or the Second Unit Software without Second Unit’s written consent, which Second Unit may grant or deny in its sole discretion.
6. Allegations of Copyright Infringement
If You believe that any Digital Media File or the work product of the Services and/or the Second Unit Software infringes your copyright, You must communicate the following information to Second Unit in the manner specified below:
a. Identify the copyrighted work You believe has been infringed and the material that You allege is infringing the copyrighted work, being as specific as possible.
b. Explain what the affected user would need to do in order to remedy the infringement, being as specific as possible – whether the needed action is adding a statement of attribution, deleting specific elements of the file, or deleting the entire file.
c. Provide your contact information, including your email address, name, telephone number, and physical address.
d. Provide contact information for the alleged infringer, if known.
e. Include the following statement: “I have a good faith belief that use of the copyrighted materials described above on the infringing web pages is not authorized by the copyright owner, or its agent, or the law. I have taken fair use into consideration. I swear under penalty of perjury that the information in this notification is accurate and that I am the copyright owner, or am authorized to act on behalf of the owner, of an exclusive right that is allegedly infringed.”
f. Include your physical or electronic signature.
Submit your complaint, preferably by email to email@example.com.
8. Third Party Software
a. Licensee hereby acknowledges and agrees that its usage of the Second Unit Software is subject to the applicable terms and conditions of usage and/or end user license provisions of the provider of the applicable Third Party Software, in addition to such usage being subject to these Terms of Service. Licensee further acknowledges and agrees that its usage of the Second Unit Software will comply in all aspects with such third party terms and conditions of usage and/or end user license provisions.
b. Second Unit hereby disclaims any warranty and/or liability with regard to the performance of any of the Third Party Software. In the event of any suit, claim, damages or liability relating to Licensee’s usage of the Third Party Software, Licensee’s sole remedy, if any, shall be with the Third Party Software Provider.
9. Subscription Billing
a. Use of Second Unit Products is provided to Licensee by subscription. Your subscription is effective for the period covered by your subscription fee (which is your Purchase Price) as disclosed in the enrollment process and continues upon your payment in advance of the renewal fee for the applicable period (i.e., monthly or annually).
b. Renewal fees for your subscription will automatically be charged at the then-current rate to the credit card or other billing source authorized by You on the first day of each successive subscription term until you cancel your subscription. Renewal will occur without prior notice to you. Second Unit reserves the right to change the subscription fee for any renewal term, with or without notice to You, to be effective upon the renewal of your subscription for the next applicable period.
c. The Purchase Price, including subscription or enrollment fees, is non-refundable.
Second Unit reserves the right to block or terminate a Licensee’s access to the Second Unit Products without notice at any time if it determines in its sole discretion that a Licensee is violating any of the terms and conditions of these Terms of Service. Second Unit also reserves the right for any reason or no reason to refuse to renew a subscription with or without prior notice.
Licensee hereby agrees to defend, indemnify, and hold harmless Second Unit and any Third Party Software Provider, their directors, officers, employees, and agents, and their assigns and successors-in-interest, from and against any and all liability, damages, losses, claims, demands, actions, causes of action, or costs (including attorneys’ fees and expenses) arising out of or resulting from: a) Licensee’s use of any of the Second Unit Products; b) breach of these Terms of Service by Licensee or its directors, officers, employees, contractors or agents or their permitted assigns or successors-in-interest (collectively the “Licensee Parties”; or c) any negligent or intentional act or omission by any of the Licensee Parties.
12. No Warranty; Transfer Limitations; Audit Rights
a. The Second Unit Products are being delivered to Licensee “AS IS.” Second Unit makes no warranty as to use or performance of the Second Unit Products or the Third Party Software, including quality of image or compatibility with any computer hardware or other equipment, operating system, or software program, and hereby disclaims all warranties, express or implied, whether by state, common law, custom, usage, or otherwise, including warranties regarding noninfringement of third party rights, merchantability, and fitness for any particular purpose.
b. Licensee acknowledges and agrees that: i) its usage and ability to access the Second Unit Products may at times be limited ore restricted due to channel carrying capacity or data transfer speeds (sometimes referred to as bandwidth limitations) related to the technical capacities of Second Unit and/or third parties; and ii) Second Unit and such third parties are not liable in any manner for such limitations or restrictions.
c. Second Unit reserves the right to audit Licensee’s usage of the Second Unit Products from time to time in order to verify Licensee’s full compliance with these Terms of Service. Licensee agrees that upon notice from Second Unit it shall provide such information and records as is reasonably requested by Second Unit in connection with such audit or audits.
18. Binding Nature; Assignment
These Terms of Service constitute a binding agreement between Second Unit and Licensee, and shall bind the parties and their permitted heirs, executors, administrators, successors, and assignees. These Terms of Service are personal to Licensee and may not be assigned or transferred by Licensee, whether by consent of Licensee or by operation of law. Second Unit may assign these Terms of Service in its sole discretion, including but not limited to in connection with the sale or other transfer of all or substantially all of its assets or equity interests, whether by sale, merger, or otherwise.
a. Amendments. Second Unit reserves the right to amend these Terms of Service from time to time and at any time at its sole discretion; such amendments shall be effective upon the earlier of: i) Second Unit providing notice to Licensee; and ii) the publication by Second Unit of the amended Terms of Service on the Second Unit web site.
b. Severability. If any term or provision of these Terms of Service, or any portion thereof, or the application thereof to any person(s) or circumstances, shall, to any extent, be held by a court of competent jurisdiction to be invalid or unenforceable, then the remainder of these Terms of Service, or the application of such term or provision to persons or circumstances other than those as to which it is so judicially held to be invalid or unenforceable, shall not be affected thereby, and each term and provision of these Terms of Service shall be valid and be enforceable to the fullest extent permitted by law.
c. No Waiver. The failure of Second Unit to seek redress for violation of or to insist upon the strict performance of any covenant or condition of these Terms of Service shall not prevent a subsequent act, which would have originally constituted a violation, from having the effect of an original violation.
d. Notices. Written notices hereunder given by Second Unit to Licensee may be delivered via email to the email address associated with the Licensor’s account in Second Unit ’s records or in a hardcopy writing to Licensor’s contact address maintained in its account with Second Unit and deposited in the U.S. mail, certified with return receipt requested, and such notices shall be deemed delivered immediately in the case of email or within three (3) days if deposited in the U.S. mail with adequate postage.
e. Relationship of the Parties. The parties are independent contractors, and these Terms of Service do not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.
f. Entire Agreement. These Terms of Service constitute the entire agreement between Licensee and Second Unit regarding the subject matter hereof, and supersede all previous or contemporaneous agreements, understandings, discussions, or representations regarding the subject matter hereof, whether oral or in writing.
g. Construction. The headings contained in these Terms of Service are for reference purposes only and shall not in any way affect the meaning or interpretation hereof. Whenever the words “include,” “includes,” or “including” are used in these Terms of Service, they shall be deemed to be followed by the words, “without limitation.” All references to sections shall refer to sections of these Terms of Service unless otherwise indicated.