Licensing Agreement - Common Craft Store

Please review this document carefully and thoroughly and contact Common Craft customer service if you do not understand this Agreement, if you wish to use a video available on the Common Craft web site in a manner not permitted under this Agreement, or have any questions related to the Video or use thereof. The following terms and conditions apply to your access and use of Videos from Common Craft.  This agreement states the terms under which you, or if you have paid a Site License Fee, your company, (collectively “You” and “Your”) are licensing the right to use certain Videos.

Standard Terms and Conditions:
Together with the Common Craft invoice for a Video and Privacy Policy (which are hereby incorporated by reference) these terms constitute a binding agreement ("Agreement") between you and Common Craft.  By obtaining any Video(s) from Common Craft directly or via our online site, you agree to be bound by this Agreement. If you choose not to be bound, do not use Common Craft’s site or download or use any Video.

Use of Videos:
"Videos" means all videos and related informational materials in any medium furnished by Common Craft hereunder, including related text, captions, or information.

You agree to payment for the license of the Video according to the terms of the invoice and this Agreement. You are required to pay for all Videos that you obtain, regardless of whether you use them. Except as specified in the Common Craft invoice, Videos obtained from Common Craft are licensed on a non-transferable, limited-time, non-exclusive basis, and are strictly limited to the use, medium, time period, placement, size of Video, territory, and any other restrictions indicated in the invoice or contained on Common Craft’s online site, and are licensed for your personal use only for three years from the date of download.

If you have purchased video with a site license, you may provide access to others at a single location of an organization during the term of this Agreement.  

Listed Restrictions:
Videos may contain listed restrictions, including without limitation restrictions as to time, manner, industry and territory of use. Your ability to access a Video does not in itself entitle you to use that Video. Use of any Video contrary to a listed restriction is prohibited. If you do not understand or are unsure as to any restriction, you must contact Common Craft prior to download or use of any Video.

License granted by Common Craft:
Unless otherwise specified in a separate writing signed by Common Craft, you are prohibited from any reproduction or duplication of Videos.  Additional restrictions indicated on Common Craft’s online site or in the invoice may contain limitations on your use, medium, time period, size of Video, territory, and other restrictions. Any license granted by Common Craft is conditioned upon (i) your meeting all conditions and restrictions imposed by Common Craft, and (ii) Common Craft’s receipt of full payment by you for such use as invoiced by Common Craft. Your failure to make full payment when due shall terminate any license granted to you and entitles Common Craft to pursue all remedies available under copyright laws. You may not otherwise make, use or distribute copies of any Videos for any purpose except as authorized. Common Craft reserves all rights to the Videos, and you do not acquire any copyright, ownership or equivalent rights in or to any Video as a result of any license Common Craft grants to you.

The limited license granted to you is personal and non-transferable. You may not sell, rent, loan, give, sublicense, create derivative works of or otherwise transfer to anyone the Video or any right to reproduce the Video.

Storage of Videos:
You may place Videos on your internal computer network for a limited time, provided you limit access to the Videos in accordance with which license you purchased, but you shall not otherwise distribute or permit access to any Videos. Following your licensed use, you agree to cease use of all Videos and delete/destroy any digital copies within fifteen (15) days. You agree not to store or maintain any archive of any Video in any format or medium unless your invoice with Common Craft permits re-use, whereupon you may store Videos solely as permitted by such invoice. This section shall survive termination of the Agreement.

No Alterations:
You may not make or permit any editing, modifications, associations, or alterations of the Videos unless specifically agreed in writing by Common Craft.

Model and Property Releases/Clearances:
The rights Common Craft grants to you do not include a license to any persons, places, property, or subject matter depicted in a Video, which may be subject to copyrights, trademarks, rights of publicity, moral rights, property rights or other rights belonging to third persons. If you are unsure whether additional rights are needed for your use, you are responsible for consulting with competent legal counsel.

No Reliance:
Common Craft makes no representation or warranty as to the accuracy of any information provided with the Videos.

Common Craft Videos are intended to provide entertaining and cursory education with regard to the subject matter thereof.  Any health, financial, or other decision you may make relating to the subject matter of a Video should be made on the basis of subsequent research and evaluation by you or trained professionals on your behalf.

Unauthorized Use:
Without limitation, Videos may not be utilized as a trademark or service mark, or for any pornographic use, unlawful purpose or use, or to defame any person, or to violate any person’s right of privacy or publicity, or to infringe upon any copyright, trade name, trademark, or service mark of any person or entity. Unauthorized use of these Videos constitutes copyright infringement and shall entitle Common Craft to exercise all rights and remedies under applicable copyright law, including an injunction preventing further use and monetary damages against all users and beneficiaries of the use of such Videos. The foregoing is not a limiting statement of Common Craft’s rights or remedies in connection with any unauthorized use.

Payment:
Prices for use of Videos shall be determined solely by Common Craft; if you are unsure as to the price applicable, you must contact Common Craft prior to obtaining a Video. Payment is due prior to download or deliver of any Video.  A late payment charge of one and one-half percent (1.5%) per month may be added to any unpaid balance after thirty (30) days. The maximum amount permitted by state law shall be imposed on each returned check.

Taxes:
You are responsible for the payment of all sales and use tax, when applicable. Common Craft does not accept resale certificates without prior written approval and at Common Craft’s discretion.

Indemnification:
You agree to indemnify and defend Common Craft against all claims (including without limitation claims by third parties), liability, damages, costs and expenses, including reasonable legal fees and expenses, arising out of or related to (i) a breach of this Agreement and any Video restrictions, (ii) the use of any Video either alone or in combination with any other material, (iii), your failure to abide by any restriction regarding the use of a Video.

Intellectual Property Rights Ownership:
All Videos are the copyrighted property of Common Craft.  You may not use the trademarks, service marks, or copyrighted materials of Common Craft without Common Craft’s prior written consent.

Choice of Law / Jurisdiction / Attorneys' Fees:
Any dispute regarding this Agreement shall be governed by the laws of the State of Washington and Titles 15, 17, and 35 of the U.S.C., as amended, and the parties agree to accept the exclusive jurisdiction of the state and federal courts located in Seattle, Washington, USA, regardless of conflicts of laws. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly disclaimed. The parties hereto confirm that it is their wish that this Agreement as well as any other documents relating hereto, including notices, has been and shall be written in the English language (Les parties aux presentes confirment leur volonte que cette le convention de meme que tous les documents y compris y tout avis qui s’y rattache soient rediges en langue anglaise). In any dispute between Common Craft and you where Common Craft prevails, Common Craft shall be entitled to recover its reasonable attorneys' fees, legal expert fees, court costs, and other legal expenses.

Limited Warranty:
Subject to the restrictions and limitations contained in Common Craft’s online site, an invoice, or under this Agreement, Common Craft warrants that it has sufficient rights to grant you the limited license under this Agreement and any accompanying invoice. Additionally, Common Craft warrants that the digital copy of the Video provided by Common Craft to you will be free from defects in material and workmanship (but not visual artifacts inherent in the original Video) for ninety (90) days following delivery; and, Common Craft will as your sole and exclusive remedy for your inability to use a Video and at its sole discretion, provide you with a replacement of the digital copy of such Video, or refund any fee paid by you to Common Craft for use of such Video provided you have not made any licensed use the Video. WHILE COMMON CRAFT MAKES EFFORTS TO USE ACCURATE INFORMATION IN ITS VIDEOS, COMMON CRAFT DOES NOT WARRANT THAT ANY INFORMATION CONTAINED IN ANY VIDEO IS ACCURATE. COMMON CRAFT PROVIDES YOU WITH VIDEOS FOR USE ON AN “AS IS” BASIS. COMMON CRAFT MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED REGARDING ANY VIDEOS, OR ANY RIGHTS OR LICENSES UNDER THIS AGREEMENT INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Limitation of Liability:
EXCEPT FOR ANY LIABILITY WHICH CANNOT BY LAW BE EXCLUDED OR LIMITED, NEITHER COMMON CRAFT NOR ANY COMMON CRAFT AFFILIATE SHALL BE LIABLE TO YOU OR ANY OTHER THIRD PARTY CLAIMING THROUGH IT FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF, OR RELATING TO THE USE OR INABILITY FOR YOUR USE OF THE VIDEOS, WHETHER FRAMED AS A BREACH OF WARRANTY OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE, IN TORT, CONTRACT, FAILURE OF ESSENTIAL PURPOSE, OR OTHERWISE. IN NO EVENT SHALL COMMON CRAFT’S OR ITS AFFILIATES' LIABILITY FOR YOUR USE OF ANY VIDEO PROVIDED HEREUNDER EXCEED THE AMOUNT PAID BY YOU FOR THE USE OF SUCH VIDEO.  

Miscellaneous:
You acknowledge that you have read this Agreement and understand it, and agree to be bound by all its terms and conditions. This Agreement and any listed restrictions constitute the entire agreement between the parties with respect to the subject matter hereof and merge all prior and contemporaneous communications. This Agreement shall not be modified except by a written agreement signed by duly authorized representatives of Common Craft, provided that no purchase order or similar document issued by you shall modify this Agreement even if signed by Common Craft. If Common Craft’s performance of any of its obligations hereunder is delayed by labor dispute, war, governmental action, flood, fire, explosion or other act of nature, the public enemy, or any other matter not within Common Craft’s reasonable control, then the date for performance shall be extended by the time of such delay. If any provision of this Agreement is found invalid or unenforceable, the remainder of this Agreement shall remain valid and enforceable according to its terms. The parties intend that the provisions of this Agreement be enforced to the fullest extent permitted by applicable law. Accordingly, the parties agree that if any provisions are deemed not enforceable, they shall be deemed modified to the extent necessary to make them enforceable and in such manner as comes closest to the intentions of the parties to this Agreement as is possible. This Agreement will inure to the benefit of and be binding upon the parties, their successors and assigns, except that you may not assign or transfer this Agreement without Common Craft’s prior written consent.