TVDATA LTD ROYALTY-FREE LICENSING AGREEMENT
Company Name: TVDATA LTD
Company Number: 12060751
Registered Address: 124 City Road, Kemp House, London, UK
Contact Email: [email protected]
TVDATA’s Stock Footage Archive offers an extensive collection of 4K videos, HD stock footage, and professionally curated royalty-free clips, designed to enhance broadcast productions, editorial projects, and creative media. 📧 Contact us at [email protected] to explore our royalty-free library and discover the perfect footage for your next project.
1. INTRODUCTION
This Royalty-Free Licensing Agreement (the “Agreement”) is entered into by and between TVDATA LTD (“Licensor”) and _______ (“Licensee”), collectively referred to as the “Parties.”
By signing or otherwise accepting this Agreement, the Licensee agrees to the terms and conditions set forth below regarding the use of certain footage or “Licensed Material” provided by TVDATA LTD under a royalty-free license.
2. LICENSED MATERIAL & PROJECT DETAILS
Licensed Material Description
- Footage Required:
- Format or Resolution: MP4.
Project / Production Title
Exclusivity
- Non-Exclusive.
License Fee
Date
Licensee Details
- Company Name:
- Company Registration Number:
- VAT Number:
- Licensing Address:
- License Signatory:
Name:
Email: - Billing Address:
- Client-Side Contact:
3. GRANT OF RIGHTS
Subject to the terms and conditions of this Agreement and upon full payment of the license fee, TVDATA hereby grants to the Licensee a non-exclusive, royalty-free license to use the Licensed Material in the specified Project during the License Term, within the Licensed Territory, and in the agreed distribution/media detailed in Section 2.
- Usage Rights: The Licensee may use the Licensed Material in the Project, including any promotional materials, trailers, or extended versions, without additional fees or royalties.
- Non-Transferable: The rights granted under this Agreement are non-transferable and non-sublicensable, except to third-party broadcasters or distributors for the purpose of exhibiting, broadcasting, or distributing the Project.
- Non-Exclusive: TVDATA may license the same or similar content to additional third parties during or after the License Term.
4. LICENSE RESTRICTIONS
- Single Project Use: The Licensed Material may only be used in the specific Project indicated in Section 2. Any reuse or repurposing requires a separate license.
- No Transfer or Sublicense: The Licensee shall not assign, transfer, or sublicense the Licensed Material to any third party without the prior written consent of TVDATA.
- No Alteration of Editorial Integrity: If the Licensed Material is designated “editorial,” the Licensee may only perform minor edits (e.g., cropping for aspect ratio, color correction) so as not to alter or misrepresent the editorial content.
- No Unlawful or Sensitive Use: The Licensee shall not use the Licensed Material in pornographic, defamatory, or other unlawful contexts, or in ways that promote hatred, violence, or violations of any law.
- Territory and Media Limitations: The Licensee must comply with the exact territory, media, and term specified. Any expansion beyond these agreed parameters requires a new license or an amendment to this Agreement.
- No Standalone File Use: The Licensee shall not distribute or make available the Licensed Material (in full or in part) as a standalone file or in any manner that allows third parties to extract or download it independently of the final Project.
- Model/Property Releases: If the Licensed Material contains images or videos of recognizable people, locations, trademarks, or other protected content, the Licensee is solely responsible for ensuring it has or obtains all necessary rights and releases if the footage is used in a manner that goes beyond the scope of editorial or fair use (where applicable).
5. FEES & PAYMENT
- License Fee: The agreed License Fee is set forth in Section 2, payable according to the invoice terms provided by TVDATA. This Agreement shall become effective and binding upon the full payment of the License Fee. Until such payment is received, no rights to use the Licensed Material shall be granted under this Agreement.
- Non-Refundable: All license fees are non-refundable, even if the Licensed Material is not used or if the Project is canceled or abandoned.
- Late Payments: If payment is not received within the agreed timeline, TVDATA reserves the right to add interest at a rate of 1.5% per month (or the lawful maximum) on the outstanding balance.
- Royalty-Free: The License Fee is a one-time payment for unlimited use of the Licensed Material within the scope of this Agreement. No additional royalties or fees will be charged for repeated or extended use.
6. REPRESENTATIONS & WARRANTIES
- Rights Clearance: TVDATA warrants that it has the right or authority to grant the License for the Licensed Material. However, TVDATA does not warrant that any model/property releases or other third-party rights have been obtained unless explicitly stated in writing.
- Accuracy of Description: TVDATA makes no warranty regarding the correctness of titles, captions, or any accompanying text with the Licensed Material.
- As-Is: Except as specifically set forth, the Licensed Material is provided on an “as is” basis. TVDATA disclaims any implied warranties of merchantability or fitness for a particular purpose.
- Indemnification:
- By TVDATA: TVDATA shall defend, indemnify, and hold the Licensee harmless from claims that the Licensed Material violates the intellectual property rights of any third party, provided that (i) the Licensed Material is used within the scope of this Agreement, and (ii) TVDATA is promptly notified in writing of any such claim and allowed to control the defense.
- By Licensee: The Licensee agrees to defend, indemnify, and hold TVDATA harmless from any claims arising out of or related to the Licensee’s unauthorized or unlawful use of the Licensed Material, or any modifications or contextual usage that leads to third-party rights violations.
7. CONFIDENTIALITY
Any non-public information provided by TVDATA, including licensing rates, terms, or content details, shall be treated as confidential by the Licensee. The Licensee shall not disclose or share such information with any third party except as needed to fulfill the purposes of this Agreement.
8. TERM & TERMINATION
- Term: The Term is specified in Section 2. Upon expiration of the Term, the Licensee must cease any new use of the Licensed Material unless a renewal or extension is agreed upon in writing.
- Termination for Breach: TVDATA may terminate this Agreement with immediate effect if the Licensee materially breaches any provision (including non-payment). Upon termination, the Licensee must promptly remove and/or destroy all copies of the Licensed Material or provide proof of destruction if requested by TVDATA.
- Effect of Termination: Upon termination or expiration, any further use of the Licensed Material by the Licensee is strictly prohibited unless otherwise agreed in writing.
- Royalty-Free Warranty: TVDATA warrants that the Licensed Material is provided under a royalty-free license, meaning the Licensee is not required to pay additional fees for repeated or extended use within the scope of this Agreement.
9. LIMITATION OF LIABILITY
Under no circumstances will TVDATA be liable to the Licensee for any indirect, incidental, consequential, punitive, or special damages arising out of or related to the Licensee’s use or inability to use the Licensed Material, even if advised of the possibility of such damages. TVDATA’s maximum liability shall not exceed the total amount paid by the Licensee under this Agreement.
10. GENERAL PROVISIONS
- Entire Agreement: This Agreement, including any attachments or addenda, constitutes the entire understanding between the Parties and supersedes all prior agreements, discussions, or representations regarding the Licensed Material.
- Governing Law & Jurisdiction: This Agreement is governed by and construed in accordance with the laws of the United Kingdom. Any legal action or proceedings related to this Agreement shall be brought before the courts of England and Wales unless the Parties agree otherwise.
- Notice: Any notices under this Agreement shall be in writing and sent via email or certified mail to the contact details specified at the beginning of this Agreement (or any updated contact details communicated in writing by one Party to the other).
- Amendments: No amendment to this Agreement is effective unless in writing and signed by both Parties.
- Severability: If any provision of this Agreement is found invalid or unenforceable, the remainder of the Agreement will remain in effect, and the invalid or unenforceable provision will be deemed modified to the extent necessary to make it valid and enforceable.
- Waiver: No waiver by either Party of any breach or default shall be deemed a waiver of any preceding or subsequent breach or default.
- Assignment: The Licensee may not assign or transfer any rights or obligations under this Agreement without the prior written consent of TVDATA.
11. ACCEPTANCE & SIGNATURE
By signing below, the Parties acknowledge that they have read and understood the Agreement and agree to be bound by its terms.
Licensee (__________)
Name (Printed): ___________________________
Title/Position: ___________________________
Signature: _______________________________
Date: ___________________________________
Licensor (TVDATA LTD)
Name (Printed): ___________________________
Title/Position: ___________________________
Signature: _______________________________
Date: ___________________________________
Thank you for choosing TVDATA LTD for your royalty-free footage needs. If you have any questions or require any clarifications, please contact us at [email protected].