ZCommercials Licensing Agreement

ZCommercials Inc
Standard End User License Agreement

The following is a legal agreement between you, the Client, (Licensee) its representatives, successors, assigns, agents and affiliates, and ZCommercials Inc, the Licensor.

The img and videos are solely the property of ZCommercials Inc. All related intellectual and other rights are totally owned by ZCommercials Inc herein after referred as "ZCommercials Inc".

You shall have no ownership rights whatsoever to videos, img, voice over content, music or anything else pertaining to the videos and img used in the course of the ZCommercials service provided you will benefit solely from this user's license granted according to the terms and conditions contained herein and outlined in the “Terms and Conditions” document and the “Advertising Policies and Guidelines” Document.

Licensing a video, using a video or otherwise exercising the rights granted under this agreement you agree to be bound by this Agreement, and the “Terms and Conditions” Agreement.

In general terms, usage presupposes that you have made yourself aware of the contents of this license and have agreed, without reservations, to the contents.

All rights not specifically granted in writing to you by this Agreement remain the exclusive property of ZCommercials Inc.

Your right to use a video is subject to the restrictions set forth in this Agreement and the Terms and Conditions document.

By this Agreement, ZCommercials Inc grants to you a non-exclusive, non-transferable right to use licensed videos on the express condition that the following terms and conditions stated herein and in the terms and Conditions document, as well as the Advertising Guidelines agreement are duly complied with.

"Non-transferable, means you may not sell, rent, loan, give, sublicense, or otherwise transfer to anyone either the DVD or final video in any format, or the right to use the DVD or video (except insofar as an video has been incorporated by you into one of the permitted uses enumerated herein after), and nothing you produce shall grant or purport to grant to any third party a right to use or duplicate an video. You agree to take all commercially reasonable steps to prevent yourself and any third parties from duplicating or distributing the videos.

Permitted use of the video.
The video can be used in the following, and only the following, way. To be broadcast on a single and specific local cable or broadcast TV market that your primary business is located in. You may NOT use any video in any secondary local market, regional market or national market.

Length of Display: To be determined by you in your media schedule.

With the price you pay you have the (exclusive rights for your local market) for the duration of one year only. It is understood that with the payment of $1999 received, the Client is entitled to the exclusive use in its local cable market for the video for up to one year after date of licensing. After the expiration of the one year term if client fails to renew his exclusivity ZCommercials may license the video freely to anyone else in the same local market.

You may not place the DVD or video on computer or other storage device, which is accessible by more than one user at a time via a network connection or otherwise.
If you are a natural person, you are considered to be the sole user of the video, and consequently, the sole holder of this usage license.

Use restrictions :
The user has no right to:
-- copy the video or the accompanying written materials.
-- reproducing or providing the video to anyone, notably through duplication of the files or by making them available via an Internet, Intranet network, extranet, or through file sharing.
-- rent, sell, lend or otherwise grant rights to the video outside of the cases referred to above.
-- Pornographic, defamatory, negative, or otherwise unlawful use of the video is prohibited.

Duration:
This User's non exclusive License shall remain in full force and effect throughout the entire duration of the video. It shall be terminated in the event the user does not comply with the terms and conditions hereof. Exclusivity shall terminate at the end of the twelve month term and may be renewed by client for an additional twelve month term for a fee of $299.

In the event the user does not comply with the terms and conditions client agrees to destroy all digital files and all copies he has made of the video within one week of reproduction.

The user incurs full liability for the use made of video which may require specific authorization from any third party or parties, in regard to patent rights or copyright, or to the rights reserved for or by a legal entity and which are expressly excluded from this license.

ZCommercials Inc declines all responsibility relative to any use of these videos which could constitute an infringement on the rights of third parties.

You agree to indemnify and hold ZCommercials Inc harmless against any damages or liability of any kind, claims, and expenses, including reasonable attorney s fees, arising from Client's use of ZCommercials Inc videos.

ZCommercials Inc shall not be liable for any indirect, consequential punitive, or incidental damages arising out of the use of, or the inability to use, the video, even if ZCommercials Inc has been advised of the possibility of such damages. In no event shall ZCommercials Inc' liability (whether in tort, contract, or otherwise) arising out of or relating to your use of the videos or inability to use the videos exceed 20% of the fees paid by you for the video.

As ZCommercials Inc only responsibility and liability under this warranty, and as YOUR SOLE AND EXCLUSIVE REMEDY, ZCommercials Inc shall either (at its sole option)repair or replace the defective video. THE FOREGOING WARRANTY IS IN LIEU OF, AND ZCommercials Inc HEREBY DISCLAIMS, ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR ARISING BY LAW, WITH REGARD TO THE DVD AND THE VIDEOS, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

The video is provided as is, under the guarantees provided above. All risks related to the results or performance of the video are assumed by the user.

Pursuant to the provisions of United States and international laws on Intellectual Property Right, all uses of the img, videos, logos, trademarks, slogans, marketing material etc is subject to the citation of the Licensor's name, ZCommercials Inc.

Alterations
Client will not make or permit any alterations, additions, or subtractions in respect of the videos, including without limitation any digitalization or synthesizing of the videos, alone or with any other material, by use of computer or other electronic means or any other method or means now or hereafter known.

Default
In the event of non-payment or other breach of this Agreement by Client, Client shall pay all of Licensor's costs and expenses incurred in connection with enforcement of the terms of this agreement, including Licensor's reasonable attorney's fees.

Releases
ZCommercials Inc is not responsible for obtaining model, property, or other releases in connection with any of the photographs licensed herein.

Copies
Client shall not make any copies of the final video without the express written permission of ZCommercials Inc.

Governing Law
This Agreement shall be governed by the United States laws. Venue for any action respecting this Agreement shall be in the Massachusetts state courts, and you hereby consent to the jurisdiction of such courts. In the event of any award or judgment in favor of ZCommercials Inc, or any settlement between ZCommercials Inc and Client, arising from effecting and protecting ZCommercials' rights and benefits hereunder and/or any aspect of this agreement, Client shall pay all costs and expenses incurred by ZCommercials and/or ZCommercials' legal counsel related thereto, including, but not limited to, reasonable legal fees, arbitration and court costs, associated expenses, and legal interest on such award, judgment, or settlement.