Dear Skytango™ Customer:
The following is a legal agreement between you or the employer or other entity on whose behalf you are entering into this agreement (“you” or “Customer”) and Skytango™, 1 Windward Way, Lusk, Co. Dublin, Ireland (“Skytango™”). Payments transacted in Euro shall be transacted through Skytango™, using the ‘Stripe’ payment method. This agreement applies to Licenses issued via the web and is applicable to online, digital and analogue (physical) delivery of licensed material and use of associated applications. (The “Agreement”). Please read this agreement carefully before uploading/downloading any Skytango™, Footage (“Footage”) or using any owned or licensed product belonging to Skytango™. As used in this agreement, Footage means, any moving images, animations, films, videos or other audio/visual representations, recorded in any format that are controlled by or obtained, directly or indirectly, from Skytango™. By uploading/downloading any Footage, you agree to be bound by the terms of this agreement. Skytango™ will not be liable if for any reason our site is unavailable at any time or for any period. By entering into this agreement, you verify that your country of residence is the same as that set forth as your billing address and you adhere to the VAT regulations of said residence. Skytango™ reserves the right to change any of the terms of this agreement pertaining to site use at any time, and you agree to be bound by such changes Please make sure that you read and understand this agreement. If you do not agree to these TOS as same may be amended from time to time, do not upload/download or use any Footage and cease use of this website and all associated applications. Your failure to comply with the terms hereof could result in the immediate termination of your account.
The TOS in effect at the time you are billed will control your rights and obligations with regard to Footage uploaded/downloaded.
This is a single seat license. It authorizes one natural person to license, upload/download and use footage and any associated applications.
Your Skytango™ username and password are to be used only by you. Each person desiring to upload/download Footage or use associated applications must have his/her own username and password. We reserve the right to monitor accounts and institute means to stop users from sharing usernames and passwords.
1. All Footage on the Skytango™ website is protected by Irish and International copyright laws and treaties. Skytango™, and/or the various artists and/or entities that provide Footage to Skytango™ (“Contributors”) own all rights, including the copyrights in and to the Footage. Skytango™ and/or its Contributors reserve all rights in and to the Footage not expressly granted to you by the terms of this license. Your rights to use any Footage are subject to this license agreement and are conditioned upon your payment to Skytango™ for your use of the Footage. If you fail to make any payment to Skytango™ when due, or if any check is dishonored or credit card charge refused or charged back, your account will be deemed delinquent. If your account becomes delinquent, your right to use any Footage downloaded at any time for this sale shall automatically terminate unless all payments together with any interest thereon and Skytango™ costs of collection, bank charges and credit card processing fees are received by Skytango™ no later than fifteen (15) days from the date that your account became delinquent. Previously downloaded footage that has been purchased is still covered under the license agreement at the time of purchase.
2. By this Agreement, Skytango™ grants you a personal, non-exclusive, non-transferable, right to use, modify and reproduce the Footage by incorporating it into a derivative work such as a feature film, documentary, television program, videogram, multimedia presentation, advertisement, live performance and/or internet website and displaying and/or distributing that derivative work to the public by any means now known or hereafter developed, subject to the limitations set forth in Part II hereof.
3. Skytango™ grants you, a further non-exclusive, non-transferable license, for a period of thirty (30) days, to use the watermarked, low resolution footage clip(s) you have selected (the “Comp Footage”) on one computer only and only in test, sample, comp or rough cut evaluation materials. Comp Footage may not be displayed or distributed to the public or incorporated into any final materials, whether or not such final materials are publicly displayed or distributed. Comp Footage can be edited, but you may not remove or alter the Skytango™ watermark.
4. Skytango™ shall be under no obligation to refund any fees paid by you for Footage, unless required by law. In the event that Skytango™ determines that you are entitled to a refund of all or part of such fees, any refund shall only be made to the credit card account originally used by you to purchase Footage. If Footage was paid by check, any refund will be made by check.
5. You may not use Footage other than as specified in PART I;
6. You may not use Footage in any way that might be considered defamatory, libelous, obscene, immoral or illegal;
7. You may not use Footage in a way that portrays any person depicted therein in a manner that a reasonable person might find offensive – this includes, but is not limited to the use of Footage: a) in pornography, “adult videos” or the like; b) in ads for tobacco products; c) in ads or promotional materials for adult entertainment clubs or similar venues, or for escort, dating or similar services; d) is defamatory, or otherwise contains unlawful, offensive or immoral content. You may not use any Footage containing the likeness of a person if such use implies that such person engages in any immoral or illegal activity or suffers from a physical or mental infirmity, ailment or condition.
8. You may not use any Footage (in whole or in part) as a trademark, logo or an element thereof. All trademarks and service marks visible in the Footage are and shall remain the exclusive property of the trademark or service mark owner. If there are any incidental trademarks or logos contained in the Footage, you may not alter these items or use them in any way which implies an association with or an endorsement by the owner(s) of such trademarks. The inclusion of these incidental trademarks in the Footage does not in any way constitute or imply such association with or endorsement of the Footage;
9. You may not share any Footage via digital asset management system, shared disk drives, server, intranets, or computer networks of any nature with a third party who is not integral to your project.
10. You may not use still images captured from Footage other than the in-context marketing, promotion, and advertising of your derivative works incorporating Footage. If you require such use, please contact Skytango™.
11. You may not use any Footage on a social media platform or other third party website that claims to acquire rights in the Footage contrary to these TOS as a result of such use. Upon Skytango’s™ request, you shall immediately remove any Footage from such platform or website.
12. You may not produce or otherwise create for resale or distribution, printed reproductions of any portion of the Footage on canvas, paper or any other medium;
13. You may not falsely represent, expressly or by way of reasonable implication, that any Footage was created by you or a person other than the copyright holder(s) of that Footage;
14. You may not use Footage marked “Editorial Use Only” for commercial purposes;
15. You may not use automated programs, applets, bots or the like to access the Skytango™ Website or any content thereon for any purpose, including, by way of example only, downloading Footage, indexing or caching the content on the Skytango™ Website.
16. The Footage and any derivative work incorporating the Footage, may not, in whole or in part, be used, sold, sublicensed, reproduced, distributed, displayed, incorporated into or otherwise made available as screensavers, templates, standalone backgrounds, stock elements, effects imagery elements or downloadable files. You may not post any Footage on any electronic bulletin board, put it on-line in a downloadable form or otherwise make it available to any other person via FTP, IRC, peer-to-peer file sharing services, digital asset management system or the like that is not secure or integral to the project. The Footage and any derivative work containing the Footage may not, in whole or in part, be included in any other clip media/stock product, library, collection, or set of clips for distribution or resale. These restrictions apply even if the Footage has been significantly altered.
17. You agree to take all reasonable steps to prevent any third party from duplicating or distributing any of the Footage included in your finished work. You may not resell, redistribute or transfer the Footage or any portion of the Footage except as specifically provided herein.
18. If Footage is used in a project that will be reproduced, sold or distributed (e.g., DVDs, home videos, music videos, training videos, etc.) the Footage may not comprise more than fifty percent (50%) of the length of the finished work, even if the Footage is layered with other graphics, nor may the primary value of the work into which the Footage is incorporated come from the Footage.
19. Upon notice from Skytango™ or if you learn that any Footage is subject to a threatened or actual claim of infringement, violation of another right, or any other claim for which Skytango™ may be liable, or if Skytango™ removes any Footage for any reason, you will remove the Footage from your computer systems and storage devices (electronic or physical) and, if possible, cease any future use of the removed Footage at your own expense and promptly notify Skytango™ of any such claim (if such notice did not come from Skytango™). Skytango™ shall provide you with comparable Footage (which comparability will be determined by Skytango™ in its reasonable commercial judgment) free of charge, but subject to the other terms and conditions of this agreement.
20. Footage with model releases and/or property releases will be marked accordingly on the Skytango™ Stock Library website. Skytango™ does not otherwise provide any trademark or copyright clearances or model or property releases with respect to the Footage and grants no rights and makes no warranties, other than those specifically set forth herein, with regard to the use of names, people, trademarks, trade dress or copyrighted designs or works of art or architecture depicted in any Footage. You shall be solely responsible for determining whether any clearances or releases are required in connection with any proposed use of Footage. You acknowledge that some jurisdictions prevent the use of a person’s image, likeness or property for commercial purposes without their written consent. Skytango™ makes no representations or warranties regarding whether or not any additional fees or payments may be due to any union, association or other organization for use of any Footage.
21. You must retain the copyright notice and the Footage identifying number associated with the Footage as may be included as part of Footage. You may make no more than one (1) high-resolution copy of the Footage for back-up purposes only. Upon the expiration or termination of this agreement, whichever occurs earlier, you shall promptly delete the Footage from your computer or other electronic storage systems.
22. When incorporating the Footage in print, film, broadcast productions, or video products, you shall provide Skytango™ with a copyright attribution in substantially the following form:
”Footage courtesy of Skytango™, Used by Permission”
23. “Non-transferable” as used herein means that except as specifically provided in this agreement, you may not sell, rent, load, give, sublicense, or otherwise transfer to anyone, the Footage or the right to use the Footage In addition, the work you produce with the Footage must be used for yourself, your direct employer, client, or customer, who must be the end user of your work. You agree to take all commercially responsible steps to prevent third parties from duplicating any Footage. If you plan on using or do use Footage as part of work for a client or customer, you must keep accurate and detailed records of the use of each clip. These records must include the name of the client or customer, the Skytango™ Footage clip number as well as the date or dates on which the Footage was used. You shall promptly deliver copies of such records to Skytango™ at Skytango’s™ request.
24. You agree to indemnify and hold Skytango™, its officers, employees, shareholders, directors and suppliers harmless against any damages or liability of any kind arising from any use of the Footage other than the uses expressly permitted by this agreement. You further agree to indemnify Skytango™ for all costs and expenses that Skytango™ incurs in the event that you breach any of the terms of this or any other agreement between you and Skytango™.
25. Except as specifically provided herein, neither Skytango™ or any of its directors, officers, employees, partners, licensors, or agents shall be liable for any damages, whether direct, indirect, consequential, or incidental, arising out of the use of, or the inability to use, any Footage.
26. Any legal action or proceeding concerning the validity, interpretation and enforcement of these TOS, matters arising out of or related to these TOS or its making, performance or breach, or related matters shall be brought exclusively in the courts of the Irish State and all parties consent to the exclusive jurisdiction of those courts, waiving any objection to the propriety or convenience of such venues. The United Nations Convention on Contracts for the International Sale of Goods does not apply to or otherwise affect these TOS. The validity, interpretation and enforcement of these TOS, matters arising out of or related to these TOS or their making, performance or breach, and related matters shall be governed by the internal laws of the Irish State (without reference to choice of law doctrine). You agree that service of process in any actions, controversies and disputes arising from or relating to these TOS may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the other party however, nothing herein shall affect the right to effect service of process in any other manner permitted by law. These TOS shall be construed neither against nor in favor of either of the parties, but rather in accordance with the fair meaning thereof. The invalidity or unenforceability of any part of these TOS shall not affect the validity or enforceability of the balance hereof.
27. If you are entering into these TOS on behalf of your employer or other entity, you warrant and represent that you have the full right and authority to do so. In the event that you do not have such authority, you agree that you will be personally liable to Skytango™ for any breaches of the terms of these TOS.
28. If you are unsure of your rights under this agreement please contact Skytango™.
29. Skytango™ warrants and represents that:
1. unaltered Footage downloaded and used in full compliance with these TOS and applicable law:
1. will not infringe any copyright, trademark or other intellectual property right, nor will such unaltered Footage violate any third parties’ rights of privacy or publicity;
2. will not violate any Irish or European law, statute, ordinance, or regulation;
3. will not be defamatory, libelous, pornographic or obscene.
2. While Skytango™ makes commercially reasonable efforts to ensure the accuracy of Footage keywords and descriptions, as well as the integrity of Skytango’s™ Editorial Footage, Skytango™ makes no warranties and/or representations regarding such keywords, descriptions or Footage designated “Editorial Use Only”.
3. SKYTANGO™ MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER OTHER THAN THOSE EXPRESSLY MADE IN THIS PARAGRAPH.
30. Subject to the terms hereof, and provided that you have not breached the terms of this or any other agreement with Skytango™, Skytango™ shall defend, indemnify, and hold you harmless up to the “Limits of Liability” (as hereinafter defined). Such indemnification shall only apply to claims for direct damages directly attributable to Skytango™ breach of the foregoing warranties and representations, together with the expenses (including reasonable solicitor’s fees), arising out of or directly connected to any actual or threatened lawsuit, claim, or legal proceeding alleging that the possession, distribution, or use of Footage downloaded and used by you pursuant to these TOS violate Skytango’s™ warranties contained herein. This indemnification is conditioned upon you notifying Skytango™, in writing, of any such claim or threatened claim, no later than five (5) business days from the date you know or reasonably should have known of the claim or threatened claim. Such notification must include all details of the claim then known to you (e.g., Skytango™ Footage ID Number, a link to the Footage as used, name and contact information of person and/or entity making the claim, nature and date of alleged claim, copies of any correspondence received and/or sent in connection with the claim). The notification must be emailed to Skytango™ with a hard copy to Skytango™ Ltd, 1 Windward Way, Lusk, Co. Dublin, Ireland, Attention: General Counsel, via Certified Mail, Return Receipt Requested, or overnight courier, recipient’s signature required. Skytango™ shall have the right to assume the handling, settlement or defense of any claim or litigation to which this indemnification applies. You agree to cooperate with Skytango™ in the defense of any such claim and shall have the right to participate in any litigation at your own expense. Skytango™ shall not be liable for any legal fees and/or other costs incurred prior to receiving complete notification of the claim as provided herein.
31. Notwithstanding any thing to the contrary contained herein, Skytango™ shall not be liable for any damages, costs or losses arising as a result of modifications made to Footage or the context in which the Footage is used by you.
32. Skytango’s™ total maximum aggregate obligation and liability to any one customer for all claims shall be limited to Five Thousand Euros – €3,000.00 – (the “Limits of Liability”).
Skytango™ endeavours to ensure that all commentary, images and other materials posted on our site are accurate and/or educational. However, we disclaim all liability and responsibility arising from any reliance placed on such materials by any visitor to our site, or by anyone who may be informed of any of its contents. Skytango™ is absolved of any liability for any direct, indirect or consequential loss or damage incurred by any user in connection with our associated application, our site or in connection with the use, inability to use, or results of the use of our site, any websites linked to it and any materials posted on it, including: loss of income or revenue; loss of business; loss of profits or contracts; loss of anticipated savings; loss of data; loss of goodwill; and wasted management or office time, whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable, provided that this condition shall not prevent claims for loss of or damage to your tangible property or any other claims for direct financial loss that are not excluded by any of the categories set out above.
This does not affect our liability for death or personal injury arising from our negligence, or our liability for fraudulent misrepresentation or misrepresentation as to a fundamental matter, or any other liability which cannot be excluded or limited under applicable law.
By using our site, you consent to us processing your information and you warrant that all data provided by you is accurate. You must not misuse our site by knowingly introducing viruses, trojans, worms, logic bombs or other material, which is malicious or technologically harmful. You must not attempt to gain unauthorised access to our site, the server on which our site is stored or any server, computer or database connected to our site. You must not attack our site via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our site will cease immediately. We will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of our site or to your downloading of any material posted on it, or on any website linked to it. You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.
This policy together with our terms of website use apply to your use of the Skytango™ website (our site) and any of the services we offer (the Services). This policy sets out the basis on which any personal data we collect from you, or that you provide to us, will be processed by us. Please read the following carefully to understand our views and practices regarding your personal data and how we will treat it. For the purpose of the Data Protection Act 1998, Skytango™ Limited of 1 Windward Way, Lusk, Co. Dublin is the data controller. This policy is governed by Irish law.
When you use the Services you agree to us collecting information about you (including personal data) including but not limited to your: first name and last name; email address; telephone number; gender; details of transactions you carry out on our website or using the Services; information you may give if you contact us including when you report a problem with our website; information that you provide by filling in forms on our website. This includes information provided at the time of registering to use our site, subscribing to the Service, posting material or requesting further Services; information about your purchasing requirements and preferences; and information about your computer, hardware, software, platform, device including device IDs, network connection including IP address, MAC address, type of network connection.
This information will be stored by us and may be analysed using analytics tools such as, but not limited to, Google Analytics. We may also ask you to complete surveys, ratings, reviews and feedback forms that we use for research purposes, although you do not have to respond to them. We store this information in our database. Subject to the provisions of this policy, this database is stored in the European Economic Area (EEA). We may from time-to-time use this data to send you information, updates and other messages.
IN THE EVENT THAT YOU BREACH ANY OF THE TERMS OF THIS OR ANY OTHER AGREEMENT WITH SKYTANGO™, SKYTANGO™ SHALL HAVE THE RIGHT TO TERMINATE YOUR ACCOUNT WITHOUT FURTHER NOTICE. SUCH TERMINATION SHALL BE IN ADDITION TO SKYTANGO’S™ OTHER RIGHTS AT LAW AND/OR EQUITY. YOUR RIGHTS UNDER THIS AGREEMENT SHALL IMMEDIATELY TERMINATE UPON YOUR CESSATION OF BUSINESS, INSOLVENCY, ASSIGNMENT OF ASSETS FOR THE BENEFIT OF CREDITORS, BANKRUPTCY OR APPOINTMENT OF A TRUSTEE FOR ALL OR A PORTION OF YOUR ASSETS. UPON TERMINATION OF THIS AGREEMENT FOR ANY REASON, YOU SHALL IMMEDIATELY CEASE ALL USE OF THE FOOTAGE IN ANY FORM AND IMMEDIATELY RETURN OR DESTROY ALL COPIES OF FOOTAGE IN YOUR POSSESSION OR CONTROL. ANY PROVISIONS IN THIS AGREEMENT THAT BY THEIR SENSE AND CONTEXT ARE INTENDED TO SURVIVE THE TERMINATION OF THIS AGREEMENT SHALL SURVIVE SUCH TERMINATION. ANY CAUSE OF ACTION THAT SKYTANGO™ MAY HAVE AGAINST YOU FOR BREACH OF THIS AGREEMENT PRIOR TO THE DATE OF TERMINATION SHALL SURVIVE SUCH TERMINATION.
SKYTANGO™ MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER AS TO THE LEGALITY OR VALIDITY OF ANY RELEASE ASSOCIATED WITH ANY FOOTAGE EXCEPT AS PROVIDED ABOVE. THE STORAGE MEDIA AND ACCOMPANYING MATERIALS (IF APPLICABLE) ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. YOUR RIGHTS UNDER THIS AGREEMENT MAY VARY FROM COUNTRY TO COUNTRY.
EXCEPT AS OTHERWISE SPECIFICALLY SET FORTH IN THIS AGREEMENT, SKYTANGO™ GRANTS NO RIGHTS AND MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE USE OF ANY NAMES, TRADEMARKS, LOGOTYPES, MUSIC, LIKENESSES, COPYRIGHTED DESIGNS OR WORKS OF ART OR ARCHITECTURE DEPICTED OR OTHERWISE INCORPORATED IN ANY FOOTAGE MARKED EDITORIAL. IT IS YOUR RESPONSIBILITY TO ASSURE THAT ALL NECESSARY RIGHTS, CONSENTS, OR PERMISSIONS AS MAY BE REQUIRED FOR YOUR USE OF ANY FOOTAGE ARE OBTAINED.
SKYTANGO™ DOES NOT WARRANT THAT THE SKYTANGO™ WEBSITE WILL MEET YOUR REQUIREMENTS OR THAT USE WILL BE UNINTERRUPTED OR ERROR FREE. THE ENTIRE RISK AS TO THE QUALITY, PERFORMANCE AND USE OF THE SITE IS SOLELY WITH YOU. YOU UNDERSTAND THAT YOU SHOULD SEEK COMPETENT COUNSEL BEFORE USING ANY FOOTAGE FOR ANY COMMERCIAL PURPOSES.
EXCEPT AS SPECIFICALLY PROVIDED IN PARAGRAPH 31 HEREOF, IN NO EVENT, SHALL SKYTANGO’S™ TOTAL AGGREGATE LIABILITY TO YOU, OR TO ANY THIRD PARTY CLAIMING THROUGH YOU, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE SKYTANGO™ WEBSITE AND/OR FOOTAGE CONTAINED THEREON (WHETHER IN CONTRACT, TORT OR OTHERWISE) EXCEED THE MONETARY AMOUNT ACTUALLY RECEIVED BY SKYTANGO™ FROM YOU FOR YOUR USE OF THE APPLICABLE FOOTAGE.
NEITHER SKYTANGO™ NOR ANY OF ITS OFFICERS, EMPLOYEES MANAGERS, MEMBERS, SHAREHOLDERS, DIRECTORS OR SUPPLIERS SHALL BE LIABLE TO YOU OR TO ANY OTHER PERSON OR ENTITY FOR ANY GENERAL, PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES, OR LOST PROFITS OR ANY OTHER DAMAGES, COSTS OR LOSSES ARISING OUT OF YOUR USE OF THE FOOTAGE OR ASSOCIATED APPLICATIONS, SKYTANGO’S™ BREACH OF THIS AGREEMENT, OR OTHERWISE, UNLESS EXPRESSLY PROVIDED FOR HEREIN, EVEN IF SKYTANGO™ HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES. IN NO EVENT, SHALL SKYTANGO’S™ TOTAL AGGREGATE LIABILITY TO YOU, OR TO ANY THIRD PARTY CLAIMING THROUGH YOU, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE SKYTANGO™ WEBSITE/APPLICATION AND/OR FOOTAGE CONTAINED THEREON (WHETHER IN CONTRACT, TORT OR OTHERWISE) EXCEED THE LIMITS OF LIABILITY. IN THE EVENT THAT YOU USE FRAUDULENT CREDIT CARD INFORMATION TO OPEN AN ACCOUNT OR OTHERWISE ENGAGE IN ANY CRIMINAL ACTIVITY AFFECTING SKYTANGO™, SKYTANGO™ WILL PROMPTLY FILE A COMPLAINT WITH RELEVANT GOVERNMENT BODIES AND POLICING SERVICES.