REVOSTOCK CONTENT LICENSE CONTRACT

This Content License Contract (this "Contract") governs the terms by which you ("You" or "Your") obtain the right to download and use footage and information, including video files, audio files, creative art, 3-D animations, computer animations, motion backgrounds, camera acquired footage, flash files, project files, data files and other material (collectively such downloaded information is referred to as "the Content"). This Contract is in addition to the RevoStock Terms and Conditions of Service ("Terms and Conditions") which are incorporated herein by reference and to which You will be contractually bound upon Your signature to this Contract. In the event of any inconsistency between this Contract and the Terms and Conditions, this Contract shall govern. Any capitalized term that is not defined in this Contract shall have the same meaning as set out in the Terms and Conditions.

General Information Regarding this Contract

By selecting the correct box at the end of this Contract and typing "I Agree" or otherwise signifying Your acceptance, You accept this Contract either for Yourself or on behalf of Your company or employer, and agree to be bound by its terms. If You are accepting on behalf of Your company or employer, You represent and warrant that You have full legal authority to bind Your company or employer. If You do not have such authority or You do not accept or agree with these terms, do not accept this Contract. If You do not accept this Contract You will not be able to download the Content.

License Terms

Upon Your acceptance of this Contract and Our receipt of payment from You, We grant to You a perpetual, non-exclusive, non-transferable worldwide license to use the Content for the Permitted Uses (as defined below). The use contemplated by You must be a Permitted Use. If it is not, it is prohibited by this Contract. All other rights in and to the Content, including, without limitation, all copyright and other intellectual property rights relating to the Content, are retained by Us or the producer of the Content.

Permitted Uses:

Subject to the restrictions described under Prohibited Uses below, the following are "Permitted Uses" of the Content: (Carefully view prohibited uses below under "License Restrictions.")

1. advertising and promotional projects, including those that are electronic or used on the worldwide web, film and video presentations, commercials, electronic catalogues and brochures.

2. films, video, broadcast and theatrical presentations;

3. on–line or electronic publications, including web pages, podcasts and vidcasts; and

4. any other uses approved in writing, in advance by Us.

If You have any questions as to whether Your proposed use is a Permitted Use, You should contact Us by creating a helpdesk ticket: http://www.RevoStock.com/helpdesk.php

You may only use the Content for those purposes which are Permitted Uses. For clarity, You may not use the Content in products for resale, license or other distribution, unless: (i) the proposed use is approved in writing, in advance by Us; or the content is being used as a part of a larger work, in which the Content itself does not account for 25% or more of the finished product; or (iii) the original Content has been modified or transformed sufficiently so that it constitutes an original work entitling the producer to copyright protection under applicable law ("Permitted Derivative Work"), and the primary value of the Permitted Derivative Work is not recognizable as the Content itself. In order to qualify as a Permitted Derivative Work the Content contained in the derivative work, cannot be downloadable, extractable or accessible by a third party as a stand-alone file. The work will be a "Permitted Derivative Work" for the purposes of this Contract only if You meet these criteria. Mere modification of the Content, and subsequent reproduction will not constitute a Permitted Derivative Work.

If there is any question whether a work is a Permitted Derivative Work or a Permitted Use, You should contact Us by creating a helpdesk support ticket here: http://www.RevoStock.com/helpdesk.php. Any use of the Content that is not a Permitted Use shall constitute infringement of copyright and is a breach of this Contract.

Seat Restrictions:

Only You are permitted to use the Content, although You may transfer files containing the Content or Permitted Derivative Works to Your clients, printers or ISP for the purpose of reproduction for Permitted Uses, provided that such parties shall have no further or additional rights to use the Content and cannot access or extract it from any file You supply. You may use the Content in only one production. So long as that one production is a Permitted Use, You may reproduce the item containing the Content an unlimited number of times. You may physically transfer the Content and its archives from one location to another. If You require the Content to be in more than one location or accessible by more than one person, You must purchase the Content from the Website for each such use or contact Us to obtain license for multi-seat use. You may make one (1) copy of the Content solely for back-up purposes, and You must reproduce all proprietary notices on this single back-up copy.

License Restrictions:

Prohibited Uses. You may not do anything with the Content that is not expressly permitted in the preceding section or permitted by a separate modified content license approved by Us. By way of example and not limitation, the following are "Prohibited Uses":

1. sale, resale or distribution of the Content for profit either as a single background, effect, piece of footage, music file, sound effect file, composition, software project file or as a part of any background, effect, sound effect, music or footage library collection, software project file, set or product;

2. sale, resale or distribution of the Content as a part of another production where the Content, in our sole discretion, comprises 25% or more of the finished product;

3. incorporation of the Content in any product that results in a re-distribution or re-use of the Content (such as web templates) or is otherwise made available in such a way one could extract or access or reproduce the Content as a separate file;

4. use of the Content on websites or other venues designed to induce or involving the sale, license or other distribution of "on demand" products;

5. sub-licensing, re-selling, renting, lending, assigning, gifting or otherwise transferring or distributing the Content or the rights granted under this Contract;

6. removal of any notice of copyright, trade-mark or other proprietary right from any place where it is on or embedded in the Content;

7. to the extent the Content contains any source code, the reverse engineering, decompilation or disassembly of the source code in any way;

8. installation and use of the Content in more than one location at a time or placing a copy of the Content on a network server or web server for use by others;

9. use of the Content in a way which could be considered obscene, immoral, infringing, defamatory or libelous in nature, or that could be reasonably likely to bring any person or property reflected in the Content into disrepute;

10. use of or display of the Content in an electronic format that enables it to be downloaded or distributed as the original stock media file via mobile devices or shared in any peer-to-peer or similar arrangement.

11. breaking the Content into smaller pieces and selling these pieces as stock media.
    

Filing of Cue Sheets

For any music Tracks purchased from RevoStock which are then used in a production which will be broadcast via radio or television, a cue sheet must be filed with the broadcasting company which notates the tracks used in the production.  This cue sheet should also be filed with ASCAP or BMI or the relevant performing rights organization listed on the song's File Details page.  Note that this will not cost you, the producer anything. You or your production company that created the production will NOT have to pay any performance royalties.  On your My Downloads page, you will be able to print out a pre-filled cue sheet you may then submit to your broadcaster and to the appropriate performing rights organizations.  When you license music Tracks from RevoStock, you acknowledge and agree that you will file cue sheets as appropriate and in a timely manner for any broadcast use of the music offered on RevoStock.

Term of Contract

This Contract is effective until it is terminated. If You terminate this Contract You must destroy or delete the Content and any Permitted Derivative Works, along with any copies or archives of it or accompanying materials (if applicable), and cease using the Content for any purpose. This Contract and all of Your rights under it terminates automatically without notice if at any time You breach any of its terms. You must, if requested, confirm to Us in writing that You have complied with these requirements and provide any proof thereof requested by Us.

Amendment

This Contract can be amended by Us at any time by posting an amended contract on the website. Your only recourse, if You are not agreeable to the amended contract is to terminate this Contract and cease use of the Content. Otherwise, You will be bound by the terms of the amended contract.

Replacement of the Content

We may revoke the license granted by this Contract and replace the Content with an alternative for any reason. We may inform You of replacement of the Content by sending notice of same, along with the replacement the Content to the address or contact information provided to Us by You or such other address as You may advise Us in writing to use. In the event of a replacement, the license for the replaced the Content immediately terminates for any products that do not already exist, and this Contract (or the then-current version of this Contract) automatically applies to the replacement the Content. You agree not to use the replaced the Content, or any Permitted Derivative Works, for future products and to take all reasonable steps to discontinue use of the replaced the Content, or any Permitted Derivative Works, in products that already exist.

Limitation of Warranties and Liability

Our business is to operate as an exchange of content between producers of content and those who wish to use such content. We make no warranties regarding the use of names, people, trademarks, trade dress, patented or copyrighted designs or works of art or architecture or other forms of intellectual property contained in any content contained on the Website. We do not warrant the accuracy of any information supplied by the producers of the Content.

While we carefully review all of the media files submitted to our website to ensure the highest quality in our stock media,

THE CONTENT IS PROVIDED "AS IS" WITHOUT REPRESENTATION, WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. WE DO NOT REPRESENT OR WARRANT THAT THE CONTENT WILL MEET YOUR REQUIREMENTS OR THAT IT WILL BE ERROR FREE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE CONTENT IS WITH YOU. SHOULD THE CONTENT PROVE DEFECTIVE, YOU ASSUME THE ENTIRE RISK AND COST OF ALL NECESSARY CORRECTIONS.

Certain jurisdictions do not allow the exclusion of implied warranties, so portions of the above exclusion may not apply to You.

Our entire liability and Your exclusive remedy, with respect to any claims arising out of Your use of the Content, or out of Your actions in downloading the Content, shall be as follows:

1. You may, after approval by Us, be allowed to download the Content again.

2. If You are repeatedly unable to download the Content, We may refund the fee actually paid by You for such the Content, provided We can confirm in Our discretion that You have been unsuccessful in downloading the Content.

3. IN ANY EVENT, OUR MAXIMUM AGGREGATE LIABILITY UNDER THIS CONTRACT OR IN RESPECT OF THE USE OR EXPLOITATION OF ANY OR ALL PART OF THE WEBSITE OR THE CONTENT IN ANY MANNER SHALL BE LIMITED TO THE FEES COLLECTED BY FOR YOUR PURCHASE OF THE CONTENT THAT IS THE SUBJECT MATTER OF THE CLAIM, BUT IN ANY EVENT WILL NOT EXCEED $500.00 UNITED STATES DOLLARS.

   IN NO EVENT SHALL RevoStock OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, PARTNERS, AGENTS OR LICENSEES BE LIABLE FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING DAMAGES FOR LOSS OF PROFITS, INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) IN CONNECTION WITH ANY CLAIM, LOSS, DAMAGE, ACTION, SUIT OR OTHER PROCEEDING ARISING UNDER OR OUT OF THIS CONTRACT, INCLUDING WITHOUT LIMITATION THE USE OF, RELIANCE UPON, ACCESS TO, OR EXPLOITATION OF THE WEBSITE, THE CONTENT OR ANY PART THEREOF, OR ANY RIGHTS GRANTED TO YOU HEREUNDER, EVEN IF RevoStock HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER THE ACTION IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR OTHERWISE.

   SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR FOR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, THE LIABILITY OF RevoStock OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, PARTNERS, AGENTS OR PRODUCERS SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

Indemnity

You agree to indemnify, defend and hold RevoStock and its affiliates, and their respective directors, officers, employees, shareholders, agents and producers of the Content (collectively, the "RevoStock Parties") harmless from and against any and all claims, liability, losses, costs and expenses (including reasonable legal fees) incurred by any RevoStock Party as a result of (i) any breach by You of this Contract; (ii) any claim threatened or asserted against any RevoStock Party that alleges that You have breached this Contract or infringed any copyrights, trade secrets, trademarks, right of privacy, right of publicity or other intellectual or other property rights of any third party.

RevoStock reserves the right, at Your expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by You, and You agree to cooperate with RevoStock's defense of such claim.

General Provisions

RevoStock is operated by VR Media Resources, Inc., a Texas corporation, which is the actual party to this Contract.

The Website is controlled and operated by VR Media Resources, Inc. from within the State of Texas, USA. The Website can be accessed from other countries around the world. Each of these jurisdictions has laws that may differ from those of the State of Texas, You acknowledge and agree that this Contract will be governed under the laws of Texas and the federal laws of the United States (without reference to conflicts of laws principles). You hereby irrevocably submit to the jurisdiction of the Courts of the State of Texas.

Any and all disputes arising out of, under or in connection with this Contract shall be submitted to arbitration under the Texas Arbitration Act in effect at that time.

If RevoStock is obligated to go to court or arbitration to enforce any of its rights, or to collect any fees, You agree to reimburse RevoStock for its legal fees, costs and disbursements if RevoStock is successful.

You consent to service of any required notice or process upon You by registered mail or overnight courier with proof of delivery notice, addressed to the address or contact information provided by You at the time You are first granted access to the Website. You agree to waive any right You may have to trial by jury.

RevoStock's failure to insist upon or enforce strict performance of any provision of this Contract shall not constitute a waiver.

This Contract is not assignable by You without RevoStock's prior written consent. RevoStock may assign this Contract without Your consent to any other party so long as such party agrees to be bound by its terms.

This Contract may be amended by RevoStock at any time by posting an amended Contract on the Website. Continued use of the Content or failure to terminate this Contract after posting of such amendment will be deemed to be acceptance of the amendment.

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS CONTRACT AND HAVE HAD OPPORTUNITY TO SEEK INDEPENDENT LEGAL ADVICE PRIOR TO AGREEING TO IT. IN CONSIDERATION OF RevoStock AGREEING TO PROVIDE A MEANS FOR SELLING THE LICENSES OF YOUR CONTENT, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS CONTRACT. YOU FURTHER AGREE THAT IT (AND ANY SUBSEQUENT MODIFICATION OF IT) AND THE TERMS AND CONDITIONS POSTED ON THE WEBSITE ARE THE COMPLETE CONTRACT BETWEEN YOU AND RevoStock, AND THAT SAME SUPERSEDES ANY PRIOR CONTRACT.

If You have questions regarding this Contract, please contact RevoStock at support@RevoStock.com or via the phone number on our Contact Page.

© RevoStock 2008. All rights reserved.