ALCAN B-ROLL & IMAGE LIBRARY 2007
TERMS, CONDITIONS AND LICENSE AGREEMENT
Definitions:
"Alcan" means Alcan Inc., its subsidiaries, affiliates, predecessors, successors, licensees and assigns and their respective agents, officers, directors and employees.
"User" refers to any legal entity, business, or individual to which Alcan has supplied Video-B-roll and/or Photographic Images.
"Video B-roll" refers to all video footage of Alcan attached hereto.
"Photographic Images" refers to all printed and electronic photographic images of Alcan attached hereto.
1. Alcan grants User a royalty free non-exclusive license and right to use the Video B-roll and the Photographic Images and consents to User's non-transferable use of said Video B-roll and Photographic Images in video segments and/or printed materials that feature Alcan, for an unlimited amount of time and unlimited amount of uses, subject to the terms and conditions hereof.
2. As consideration for the rights granted herein, User shall provide a credit to Alcan for use of the Video B-roll and Photographic Images for on-screen credits or printed materials associated with the program or feature in which Alcan footage and / or images are used, which credit shall read:
Video footage / Images provided courtesy of Alcan Inc.
Copyright Alcan Inc., 2007, All rights reserved
3. User agrees to notify Alcan of any intended use of the Video B-roll and Photographic Images prior to such use. Alcan reserves the right to withhold its consent to any such use.
4. Video B-roll and Photographic Images provided hereunder shall remain the exclusive property of Alcan and providing Video B-roll and Photographic Images does not create a right, license or privilege of any kind or nature whatsoever other than as explicitly set out in this Agreement. User may not sub-license, sell, rent, lease, resell, redistribute or provide to a third party any portion of Video B-roll and Photographic Images.
5. Alcan warrants and represents that it possesses the right in and to the Video B-roll and the Photographic Images that it has the ability to enter into this Agreement.
6. User shall indemnify and hold Alcan and its associated entities (Alcan's subsidiaries, affiliates, predecessors, successors, licensees and assigns and their respective agents, officers, directors and employees) harmless from and against any and all loss, costs, claims, damages, liability, demands or expenses, including without limitation, reasonable attorney fees, which may arise out of or derive from User's use of the Video B-roll and Photographic Images.
7. The Video B-roll and Photographic Images are provided without any express or implied representation or warranty as to the accuracy or the completeness thereof. Alcan explicitly disclaims any liability relating to the information, errors or omissions there from.
8. In no event will Alcan be liable to User or any third party for any damages, including but not limited to any lost profits, lost savings, or incidental or consequential damages arising out of User's use or inability to use Video B-roll and/or Photographic Images.
9. This Agreement and the license granted herein may be terminated or revoked by Alcan at any time without notice to User. Upon termination of this Agreement, or within three (3) business days of Alcan’s request, User shall return all Video B-roll and Photographic Images and copies thereof as well as any work product incorporating the Video B-roll and Photographic Images, regardless of the storage medium, which may be or have been in User’s possession, or shall destroy same as instructed by Alcan and furnish satisfactory proof of destruction.
10. This Agreement contains the entire understanding between the parties relating to the subject matter herein contained and cannot be changed or terminated other than by a written agreement between the parties.
11. The Alcan Corporate Trademarks are owned by Alcan and are registered in countries and trademark classes as required. Alcan expects User to ensure proper use of the Alcan Corporate Trademarks and in accordance with its standards, which standards for can be requested from Alcan’s Corporate Communications department.
12. No modification of this Agreement shall be binding upon the Parties unless made in writing and duly executed by the Parties.
13. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement shall remain in full force and effect.
14. This Agreement shall be governed, construed and interpreted according to the laws of the Province of Québec, Canada and its courts shall have sole jurisdiction.
15. By using the Video B-roll and/or Photographic Images, User agrees to these usage conditions.
All questions/concerns regarding these terms and conditions should be addressed to Alcan’s media relations department:
Tel.: +1-514-848-8151
media.relations@alcan.com