End-User License Agreement

This End User License Agreement [hereinafter EULA] is a legal agreement between you and VIPPressPass.com.  By using any Media Files from VIPPressPass.com, you agree to be bound by the terms and conditions of this EULA.  If you do not accept any term or condition of this EULA, you must immediately destroy the Media File or immediately return it to VIPPressPass.com.

1. Definitions

“You”means any person or entity.  If you are using a Media File as part of your employment by another person or an entity, “you” means both you and your employer.  If you stop working for your employer, your rights under this EULA may terminate but the rights of your employer shall continue in full force and effect.
“Media Files” are any images, films, audio and videos, including any extract or portion thereof, in any format that are owned or controlled by VIPPressPass.com.
“Royalty Free” means that no future fee or compensation will become due to VIPPressPass.com provided that the Media Files are used only by a single user in accordance with the terms and conditions of this EULA.
“End-User”means the person or entity for whose use the Media File or any derivative product is ultimately intended.

2. Grant of License

You are granted a limited, non-exclusive, and non-transferable Royalty Free license to use and modify the Media Files subject to the terms and conditions of this EULA.

3. Single User License

A Media File may only be modified or used by the person or entity that has registered with VIPPressPass.com. You may not rent, lease, lend, sell or sublicense a Media Files to another person or entity. You may make copies of the Media File for your back up or archival purposes, provided you keep the copy only for back up or archival purposes.  Any derivative product you create using a Media File must be for use by you, your employer, your client, or your customer, who must be the end-user of your work.

4. General Use Grant

A Media File may generally be used and incorporated into any derivative work such as a film, video, website, advertisement, live performance, presentation, or news stories..

5. Restrictions on Products for Resale

No Media File or any derivative work using or incorporating a Media File may be used, sold, sublicensed, reproduced, distributed, displayed, incorporated into or otherwise made available as a screensaver, template, background, stock element, effects imagery, or file intended for download. Neither the Media File nor any derivative work using or incorporating a Media File may be included in any library, collection, or set of clips for distribution or resale.  If the derivative work is made available to the public, you agree to take reasonable steps to prevent any third party from duplicating or distributing any Media File included in the derivative work and to notify VIPPressPass.com in writing of the steps taken to prevent unauthorized use.  These Restrictions apply even if the Media File has been significantly altered.

6.  No Defamatory Use

No Media File may, under any circumstance, be used in a way to defame, malign, slander, asperse, libel, or vilify the persons, property, countries, races, customs, cultures, religions, governments or military depicted in the Media File.

7.  No Implied Association or Endorsement

If a recognizable person or talent is depicted in any Media File, your use of the Media File or any derivative work using or incorporating the Media File for commercial purposes may infringe a right of privacy or publicity.  Any appearance of any recognizable person or talent in a Media File is incidental; therefore, if the intended use of the Media File or your derivative work is commercial in nature, permission should be obtained from the recognizable person or talent. You may not alter the Media File or use the Media File or any portion of the Media File in any way to imply an association with or an endorsement by any person depicted in the Media File.  If you intend to use the Medial File or your derivative work for commercial purposes, you must obtain permission from the recognizable person if the proposed use of material could be viewed as a commercial exploitation.  

8. Other Restrictions

No Media File may, under any circumstance, be used in or in conjunction with, or as part of pornographic, obscene, fraudulent, libelous, infringing or illegal material. You may not reverse engineer, decompile, or disassemble a Media File under any circumstance.

9. Credit

When incorporating any Media File in any derivative work, you do not need to include the VIPPressPass.com copyright notice in the derivative work.

10. Marketing and Promotion

By using a Media File, you grant VIPPressPass.com the right to display any derivative work using or incorporating such Media File, in any reasonable marketing, educational, and/or promotional purpose as an example of customer usage.  Upon receipt of your written request, VIPPressPass.com will identify you as the author of such derivative work.

11. Ownership

All right, title and interest in the Media File, including any updates or revisions thereto, remains the exclusive property of VIPPressPass.com, its licensors and their successors and assigns. Other than the limited license explicitly set forth in this EULA, you have no further or additional interest in, right, or license to any Media File.  Nothing contained in this EULA is intended to imply a transfer of any interest in, right, or license to any Media File. All rights of any kind in the Media File which are not expressly granted to you by this EULA are entirely and exclusively reserved to and by VIPPressPass.com.

12. Limitation on Liability

VIPPressPass.com will not be liable to you for any general, special, direct, indirect, consequential, incidental, or punitive damages (including, without limitation, damages for loss of profits, business interruption, loss of business information, or any other pecuniary loss) arising out of your use of or inability to use any Media File.  VIPPressPass.com’s entire liability and your exclusive remedy shall be limited to the amount you paid for the particular Media File.

13. Term and Termination

This EULA shall be effective on the date you first download, install or use, a Media File and shall continue in effect until terminated.  Any violation of the terms of this EULA shall be considered material.  All license rights granted pursuant to this EULA shall automatically terminate upon your breach of this EULA.  Your rights under this EULA shall immediately terminate upon your cessation of business, insolvency, assignment of assets, bankruptcy, or appointment of a trustee for all or any portion of your assets.  Upon termination of this EULA for any reason, you shall immediately cease all use of any Media File in your possession and immediately destroy all copies of the Media File or return the Media File to VIPPressPass.com.

14. Warranty

VIPPressPass.com endeavours to provide all Media Files free from defects in material and workmanship but does offers no warranty that Media Files will be free from defects. To the maximum extent permitted by law, VIPPressPass.com expressly disclaims all other warranties or representations with respect to the Media File and all implied warranties of merchantability or fitness for a particular purpose.

15. Severability

If any term or provision of this EULA is invalid or unenforceable, the remainder of this EULA shall not be affected thereby.  Each term and provision of the EULA shall be valid and enforced to the fullest extent permitted by law.

16. Applicable Law, Jurisdiction, and Venue

This EULA shall be governed by and construed in accordance with the laws of South Australia.. You and VIPPressPass.com agree that any claim asserted in any legal proceeding by you or VIPPressPass.com against the other shall be commenced and maintained exclusively in a state or federal court located within the State of South Australia, having subject matter jurisdiction with respect to the dispute between the parties (except that a judgment by such courts may be enforced by any court). Both you and VIPPressPass.com hereby submit to the jurisdiction of such courts over each of them personally in connection with such litigation, and waive any objection to venue in such courts and any claim that such forum is an inconvenient forum.

17. Injunctive and Equitable Relief

You agree that the remedy at law for any breach or threatened breach of this EULA by you would, by its nature, be inadequate, and that in addition to any available remedy at law, VIPPressPass.com will be entitled to equitable relief, including but not limited to a restraining order, temporary injunctive relief, permanent injunctive relief, and/or specific performance.

18. Assignment

You may not assign or otherwise transfer this EULA or any of your rights hereunder without the prior written consent of VIPPressPass.com. A transfer of controlling interest in any entity shall constitute an assignment.

19. Entire Agreement

This EULA is the entire agreement between you and VIPPressPass.com with regard to all use of any Media File.  This EULA supersedes all prior agreements, understandings, or representations with respect to the Media File.  This EULA may not be modified or amended except in a writing signed by both parties.  Any and all terms on your purchase order are expressly disclaimed and shall be given no force or effect.