Story & Heart End-User License Agreement

• Proof of Concept videos;

• Business Presentations;

• Online Advertising and Marketing from your social media channels or company website;

• Church Videos shown to the congregation;

• Mobile Applications that are free to access all content (no in-app purchases);

• Digital signage, kiosks and public events;

For clarity, the following is a non-exhaustive list of prohibited uses of a Licensed Work with a Standard License:

• Games for sale;

• Mobile Applications for sale, or that provide access to the Licensed Work via In-App purchases;

• Movies for sale;

• Movies in distribution (i.e: theaters, DVDs, Blu-Ray, Netflix);

• Selling your Licensed Work for television or digital broadcast;

• Selling the Licensed Work in any manner;

• Movie Trailers, accessible with the exchange of consideration, such as in theaters.

• Any other restricted uses set forth in this Agreement.

• Selling the Licensed Work on a DVD (or other similar format);

• Streaming the Licensed Work on your website in exchange for payment;

• Displaying the Licensed Work in a theater and in exchange for payment;

• All forms of broadcast television;

• Including the Licensed Work on mobile applications for sale, including In App purchases;

• Industrial uses (store displays);

For clarity, the following is a non-exhaustive list prohibited uses of a Licensed Work with an Extended, Choice, Premium or Hero Licenses:

• Preloaded video content (TV or Computer) in any form;

• Use the Clip or Licensed Work as part of a website template for resale;

• Any other restricted uses set forth in this Agreement.

• Sublicense or sell the Clip;

• Make use of the Clip on its own, separate from a Licensed Work;

• Make the Clip available for downloading, reproduction, or distribution, or otherwise enable a third party to create a derivative work using the Clip;

• Use the Clip or the Licensed Work in a manner inconsistent with this Agreement or for any unlawful purposes;

• Use or allow use of the Clip after the termination or expiration of this Agreement, except pursuant to another valid license;

• Use the Clip or the Licensed Work in a manner that is detrimental to or disparages Story & Heart or the filmmaker/owner of the Clip;

• Use the Clip or the Licensed Work in a manner that is detrimental to, disparages, or tarnishes any people, property, audio content, architecture, logos, trademarks, or trade dress depicted or featured in the licensed Clip.

• Use the Clip in a manner that is inconsistent with the ethical treatment of animals and people. In other words, you cannot use the Clip in a Licensed Work that portrays the abuse of animals or people;

• Transfer the license to another individual or company other than as expressly permitted by this Agreement. The license purchased is personal to you and cannot be transferred unless you are purchasing the license on behalf of another company or individual and you inform Story & Heart of the intended license recipient at the time of purchase. However, if you have purchased an Extended, Choice, Premium or Hero License, you may transfer the Licensed Work to a third party to produce, duplicate, or distribute your Licensed Work (the “Authorized Recipient”) provided that the Authorized Recipient complies with the terms of this Agreement. You agree to take all commercially reasonable steps to prevent your Authorized Recipient from duplicating or disseminating the Licensed Work in violation of this Agreement and/or any applicable law;

• Use the Clip for any pornographic, defamatory, illegal, or otherwise unflattering use of Clip.

• Use the audio content from the Clip in the Licensed Work independent of the film content contained in the Clip. In other words, you may not download, extract or separate the audio content of the Clip from the visual content in the Licensed Work.

• Extract still images from the clip for any use.

Audit Rights: Story & Heart shall have the right to audit the Licensed Work to verify compliance with the license rendered hereunder. Upon request by Story & Heart, you shall within fifteen (15) days, provide a copy of the Licensed Work (in any form then existing), along with a written response setting forth your use or intended use the Licensed Work. Story & Heart may further request additional information from you and you agree to timely provide additional information requested by Story & Heart.

Ownership Of The Clip. All right, title, and interest in the Clip, including any Clip you edit, is and will remain the sole and exclusive property of Story & Heart, its licensors, and their successors and assigns. Other than the limited license explicitly set forth in this Agreement, no interest in or rights or licenses to the Clip are granted to you, and no interest in or rights or licenses to the Clip will inure in or accrue to you, whether by implication, estoppel, or otherwise. All rights of any kind in the Clip that are not expressly granted in this Agreement are entirely and exclusively reserved by Story & Heart, its licensors, and their successors and assigns.

Releases. While Story & Heart strives to obtain releases of all necessary people, property, sounds, audio content, architecture, logos, trademarks, or trade dress, featured in the licensed Clip, Story & Heart does not grant any right nor make any warranty with regard to any people, property, sounds, audio content, architecture, logos, trademarks, or trade dress, depicted or featured in any Clip. As such, it is your sole responsibility to determine whether a release is required in connection with any proposed use of the Licensed Work, and it is your sole responsibility to obtain any necessary release(s). To request available releases from Story & Heart, please contact legal@storyandheart.com. We are happy to share with you the release coverage both prior and after any license purchase so you can ensure it meets the needs for your film.

Right of Attribution. In any credited work created with the Clip, you shall attribute credit to the licensor(s) of the Clip and Story & Heart as follows:

Footage licensed through Story & Heart®.

Featuring [insert Studio(s) name(s) here]

The above attribution credit shall be equal all respects to any other attribution given to a party providing and/or contributing services.

Meta-Data. While Story & Heart makes its best efforts to accurately tag the Clip with technical information and descriptive meta-data, Story & Heart does not guarantee the accuracy of the tagged data.

Technical Support; All Sales Are Final. Story & Heart is not obligated to provide any technical support for your use of the licensed Clip or download of the Clip from Story & Heart’s website. All sales are final and Story & Heart will not provide a refund or an exchange on a license, unless it determines in its sole discretion that a refund is appropriate.

Representations And Warranties by Story & Heart; Story & Heart represents and warrants that it has the right and authority to enter into this Agreement with you and grant you the rights herein granted. Notwithstanding the foregoing, you acknowledge and agree that in granting you these rights, Story & Heart is relying on the rights it has received from its licensor(s), who own the copyright to the Clip. Story & Heart represents and warrants that the licensor(s) of the Clip has represented and warranted that he/she/it has the right to grant the sublicense given to Story & Heart, which allows Story & Heart to grant the license conferred to you.

Story & Heart warrants that the Clip shall be free of material defects which would prevent it from being downloaded from Story & Heart’s website. If the Clip cannot be downloaded from Story & Heart’s website, your sole remedy will be to request from Story & Heart a replacement copy of the Clip. Such request must be made within thirty (30) days of the download of the Clip. If Story & Heart cannot replace the Clip, it may in its sole discretion, refund the purchase price of the license.

Representations And Warranties by you. You represent and warrant the following:

• that you have the full right and authority to enter into this Agreement and perform the obligations hereunder;

• that all information provided to Story & Heart in connection with this Agreement is truthful and accurate;

• that in the event you receive a notice of copyright infringement or other complaint by any third party regarding your use of the Clip or Licensed Work, you agree to provide Story & Heart the notice as soon as reasonably possible, but no later than fifteen (15) days from the date such notice is received. If Story & Heart determines, in its sole discretion, that a violation of law has occurred or will occur with the continued use of the Clip and/or Licensed Work, Story & Heart may request that you cease and desist from further use of the Clip and permanently delete the Clip. You agree that you will immediately cease use of the Clip and/or Licensed Work upon being instructed to do so by Story & Heart, and comply with any other lawful demand of Story & Heart. Story & Heart may provide you with comparable Clip (as determined by Story & Heart in its reasonable commercial judgment) free of charge, but subject to the other terms and conditions of this Agreement.

Indemnity. By entering into this Agreement and licensing the Clip, you agree to defend, indemnify and hold harmless Story & Heart, its affiliates and their respective directors shareholders, officers, members, agents, employees successors and assigns and the licensor(s) of the Clip, from and against any and all liability, damages and loss, costs and expenses (including without limitation attorneys’ fees and costs), arising from or related to your breach of this Agreement, your unauthorized use of the Clip, or any and all liability arising from the Licensed Work.

Termination. This Agreement will continue until terminated. Either party may terminate this Agreement on the other party’s material breach of any term of this Agreement and the breaching party’s failure to cure within fourteen (14) days written notice from the non-breaching party. This Agreement shall terminate automatically upon your insolvency, assignment for the benefit of creditors, or the appointment of a receiver, unless timely notice is given to Story & Heart of a transfer of ownership. In these cases, Story & Heart will determine if a reassignment of the license can occur and if any adjustment of licensing fees are necessary. On termination of this Agreement for any reason, you must immediately cease all use of the Clip in any form and immediately return or destroy all copies of the Clip in your possession or control. Except as otherwise stated in this Agreement, any provisions in this Agreement that by their sense and context are intended to survive the termination of this Agreement will survive such termination.

Applicable Law; Disputes. This Agreement will be governed by and construed in accordance with the laws of the state of Oregon, U.S.A., without regard to Oregon’s conflict-of-laws principles. The parties agree that any claim asserted in any legal proceeding by one party against the other will be commenced and maintained exclusively in state or federal court located within the state of Oregon. Both parties 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.

Taxes. You acknowledge and agree that you are solely responsible for any and all foreign taxes, tariffs, customs, duties, fees or other similar charges associated with the Clip and/or Licensed Work. You further agree to indemnify and hold harmless Story & Heart and its licensors for nonpayment of any such taxes, duties, tariffs, and fees.

Injunctive and Other Equitable Relief. You agree that the remedy at law for any breach or threatened breach of this Agreement by you would, by its nature, be inadequate, and that in that event Story & Heart will be entitled, in addition to damages, to a restraining order, temporary or permanent injunctive relief, specific performance, and other appropriate equitable relief, without showing or providing that any monetary damage has been sustained.

Entire Agreement. This is the entire agreement between the parties with respect to the subject matter of this Agreement. It supersedes all prior or contemporaneous agreements, understandings, or representations with respect to the Clip. This Agreement may not be modified or amended except in a writing signed by both parties.