License Agreement

Shaw Hockey Productions

License Agreement

Last Updated: April 27, 2020

This is a license agreement (“License Agreement”) between you and Shaw Hockey Productions, LLC (“Shaw,” “we,” “us” “our”) that explains how you can use photos, videos, audio, illustrations, and other content created, produced, licensed by, or otherwise owned by Shaw (individually and collectively, “Products“) that you license from Shaw.

By checking “ACCEPT” or other similar box, creating a User Account, making a purchase, downloading our Products, you accept this License Agreement and consent to contract with us electronically.

THIS LICENSE AGREEMENT INCORPORATES BY REFERENCE ALL THE TERMS AND CONDITIONS STATED IN THE POLICIES AND AGREEMENTS IN THE ADDENDA LISTED IN SECTION 12 BELOW. PLEASE REVIEW THE FOREGOING DOCUMENTS AS THEY CONTAIN PROVISIONS THAT ARE BINDING ON YOU, INCLUDING BUT NOT LIMITED TO PROVISIONS THAT GOVERN HOW CLAIMS YOU AND SHAW HAVE AGAINST EACH OTHER CAN BE BROUGHT.

Capitalized terms not defined herein have the meaning set forth in our other agreements and policies listed in Section 12.

This License Agreement is not meant to alter the terms or conditions of any separate written agreement between you and Shaw, and to the extent any terms conflict, your written agreement with Shaw control.

1. License Grant

Upon full payment of any Fees incurred by you, and for so long as you are not in default of this License Agreement, or any other Shaw policy (including the Terms of Use), Shaw shall grant you a perpetual, non-exclusive, non-transferable, non-sublicensable, limited right and license to copy, reproduce, perform, display, broadcast, publish, or otherwise make use of the Products you select solely for the Permitted Use you select. You may not use the Products for any purpose other than the Permitted Use you select.

Without limiting the foregoing, you may sublicense the license granted herein to subcontractors or distributors to use Products in any production or distribution process related to the Permitted Use provided that you shall be liable and shall indemnify and hold Shaw harmless for such subcontractor’s use of the Products. You shall ensure that such subcontractors abide by the terms of this License Agreement and not use the Products for any other purpose than the Permitted Use.

Nothing in this License Agreement constitutes the conveyance by Shaw of any ownership or other rights (except the license rights granted herein) in any Products. For clarity, none of the Products shall constitute a work made for hire by Shaw. All rights not expressly granted in this License Agreement are reserved by Shaw and its suppliers. You may not assert any right to revenue from a collecting society, social media website, content sharing platform or any other third party in respect of photocopying, digital copying, sharing, distribution or other secondary uses of the Products.

2. Permitted Use

You may use the Products in any way consistent with the right granted in accordance with the Permitted Use that you select when paying for the Products. Shaw offers three different Permitted Uses:

Permitted Use	Explanation
Commercial Use	Commercial Use means you can use the Product for any commercial, promotional, advertorial, endorsement, advertising or merchandising purpose. This Permitted Use is only available for Products for which Shaw has made a good faith effort to obtain model releases.
Personal, Non-Commercial Use	Personal Use means that the Products cannot be used for commercial purposes (i.e., to sell a product or service; promote or endorse something; advertising or marketing campaign). You can still use these Products in non-commercial mediums such as by displaying them on a blog, publication, personal website, newspaper, news broadcast and other non-commercial applications.
Editorial Use	Editorial Use means that the Products may be cropped or otherwise edited for technical quality, provided that the editorial integrity of the Product is not compromised, but you may not otherwise alter the Product without additional permission.

Unless otherwise agreed to in writing by Shaw, you shall not delete any watermarks, copyright notices, or other attribution placed on the Products.

If you modify, edit, combine with other content, or otherwise create derivative works of the Products, you shall indemnify and hold Shaw harmless for any Claims arising out of such modifications, edits, combinations, and derivative works, and your use of the foregoing in any manner whatsoever.

3. Request for Additional Services (Editing and Compilations)

You may request for Shaw to provide additional services to the Products such as editing services, creative services, or services not included herein (“Additional Services”). You should contact Shaw at (email) for such Additional Services. The Fees for Additional Services will be provided to you upon request.

Unless otherwise agreed to in writing by Shaw, the following terms govern Additional Services:

Shaw will work with you to get feedback and inputs, but Shaw retains creative control over the Additional Services. You shall cooperate with requests that Shaw may have from time to time with regard to the Additional Services. You hereby understands that your cooperation is essential for Shaw to provide the Additional Services, and that any delay in cooperation may materially affect the timing of the performance of the Additional Services. Shaw shall not be liable to you for any delay caused by your failure to cooperate with Shaw.
you may supply and request that Shaw use certain photographic, film, or video images, logos, trademarks, or any other intellectual property (“Your Intellectual Property”). You hereby represents and warrants that you have the full legal rights to any and all Your Intellectual Property, and full right, authority, and license to permit Shaw to use Your Intellectual Property as requested by you, and grant Shaw a license for the continued use of Your Intellectual Property during its ownership of the Final Deliverables.
Shaw will provide review links for you at the applicable email address provided by you to review all the Products you select for Additional Services (“Edited Products”). Using the link provided, you shall select which Edited Products you wish to license.

· The Edited Products will be subject to acceptance by you to verify that the Edited Products materially conform to the specifications mutually agreed to by you and Shaw (the “Acceptance Criteria”). You will have ten (10) days from the date the Edit Products are first offered by Shaw for review (“Acceptance”), or such other period as may be specified in writing by Shaw (“Acceptance Period”).

· If you rejects any Edited Product during the Acceptance Period, your sole and exclusive remedy is to grant additional time to Shaw to provide (at no additional charge to you) corrected Edited Products subject to evaluation and acceptance in accordance with this Section.

· Edit Products will be deemed Accepted the sooner of: (i) written notice of acceptance by you; (ii) the moment the you download or otherwise use the Edited Products prior to the end of the Acceptance Period; or (iii) expiration of the Acceptance Period.

4. Restrictions on Products

All Products, in addition to the restrictions relating to the applicable Permitted Use, are subject to the following restrictions:

you may not use the Products until making a full payment for such Products to Shaw;
you may not use the Products for any other purpose than for the Permitted Use;
you may not use Products (in whole or in part) as the distinctive or distinguishing feature of a trademark, design mark, tradename, business name, service mark, or logo. Additionally, you shall not be entitled to register (in any jurisdiction) Products (in whole or in part) as a trademark or rely on any such registrations, prior use, and/or accrued goodwill to prevent any third party use of the content or any similar content (including by us, our customers, or the copyright owner of such content);
you may not use Products (including any caption information, keywords or other metadata associated with Products) for any machine learning and/or artificial intelligence purposes, or for any technologies designed or intended for the identification of natural persons;
you may not use Products in a pornographic, defamatory or other unlawful manner, or in violation of any applicable regulations (including for sports content, any restrictions or credentials issued by a sports league or governing body) or in violation of applicable laws;
you may not use the Products in a way that infringes the rights of any third party;
unless otherwise permitted in writing by Shaw, you may not use or display the Products in any way that allows others to download, extract, or redistribute Products as a standalone file (meaning just the content file itself, separate from the project or Permitted Use);
you may not falsely represent that it is the original creator of a work that is made up largely of licensed Products.

5. Fees and Payment

Fees for Products vary based on the license for specific Permitted Use. You shall pay Shaw the fees you incur based on your use of the Products or the Shaw Platform, and any other fees incurred hereunder (“Fees”). Unpaid Fees are subject to the terms and conditions under the Terms of Use.

6. Warranty

For Products where Shaw specifically notifies you that a model and/or property release has been obtained, Shaw warrants that your use of such Products in accordance with this License Agreement and in the form delivered by Shaw (that is, excluding any modifications, editing, re-formatting, creation of derivative works, overlays or re-focusing done by you) will not, where a property release has been obtained, infringe on any trademark or other intellectual property right and/or will not, where a model release has been obtained, violate any right of privacy or right of publicity.

7. DISCLAIMERS

Unless specifically warranted above, Shaw does not grant any right or make any warranty with regard to the use of names, people, trademarks, trade dress, logos, registered, unregistered or copyrighted audio, designs, works of art or architecture depicted or contained in the Products. In such cases, you are solely responsible for determining whether release(s) is/are required in connection with your proposed use of the Products, and you are solely responsible for obtaining such release(s). Upon request, Shaw shall use commercially reasonable efforts to assist you in obtaining releases, provided, however Shaw reserves the right to charge a Fee for such services.

You acknowledge that no releases are generally obtained for Products identified as “editorial” or “personal, noncommercial,”and that some jurisdictions provide legal protection against a person’s image, likeness or property being used for commercial purposes when they have not provided a release.

You are also solely responsible for payment of any amounts that may be due under, and compliance with any other terms of, any applicable collective bargaining agreements as a result of your use of the licensed Products.

While Shaw has made reasonable efforts to correctly categorize, keyword, caption and title the content, Shaw does not warrant the accuracy of such information, or of any metadata provided with the content.

EXCEPT AS PROVIDED IN THIS SECTION ABOVE, THE PRODUCTS ARE PROVIDED “AS IS” WITHOUT REPRESENTATION, WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. SHAW DOES NOT REPRESENT OR WARRANT THAT THE PRODUCTS WILL MEET YOUR REQUIREMENTS OR THAT USE OF THE PRODUCTS WILL BE UNINTERRUPTED OR ERROR FREE.

YOU SHOULD EXAMINE ALL PRODUCTS FOR POSSIBLE DEFECTS (WHETHER DIGITAL OR OTHERWISE) BEFORE USING ANY PRODUCTS. SHAW SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE SUFFERED BY YOU OR ANY THIRD PARTY, WHETHER DIRECTLY OR INDIRECTLY, ARISING FROM ANY ALLEGED OR ACTUAL DEFECT IN ANY PRODUCTS.

8. Indemnification

You agree to defend, indemnify and hold harmless Shaw and its parent, subsidiaries, affiliates, and content suppliers, and each of their respective officers, directors and employees from all damages, liabilities and expenses (including reasonable legal fees and costs) (“Claims”) arising out of or in connection with (a) your use of any Products outside the scope of this License Agreement; (b) any breach or alleged breach by you (or anyone acting on your behalf) of any of the terms of this or any other agreement with Shaw; and (c) your failure to obtain any required release for your use of the Products.

Provided that you are not in breach of this or any other agreement with Shaw, and as your sole and exclusive remedy for any breach of the warranties set forth in Section 6 above, Shaw agrees, subject to the terms of this Section 8, to defend, indemnify and hold harmless you, your corporate parent, subsidiaries and affiliates, and each of your respective officers, directors and employees from all Claims arising out of or in connection with any breach or alleged breach by Shaw of its warranties in Section 6 above. This indemnification does not apply to the extent any Claims, damages, costs or losses arise out of or are a result of modifications made by you to the Products or the context in which the Products are used by you. This indemnification also does not apply to your continued use of Products following notice from Shaw, or upon your knowledge, that the Products are subject to a claim of infringement of a third party’s right. You must promptly notify Shaw of any Claim arising hereunder. Shaw has the right to assume the handling, settlement or defense of any Claim or litigation.

9. Limitation of Liability

SHAW WILL NOT BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY LOST PROFITS, PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR OTHER SIMILAR DAMAGES, COSTS OR LOSSES ARISING OUT OF THIS LICENSE AGREEMENT, EVEN IF SHAW HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES. SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES OR LIABILITY.

10. Injunctive Relief

Your violation of this License Agreement will cause irreparable harm to Shaw, for which money damages could not reasonably or adequately compensate Shaw. Therefore, in addition to whatever other remedies may be available, Shaw is entitled to injunctive relief without the obligation to post a bond. Upon demand, you shall promptly reimburse Shaw all costs and expenses, including attorneys’ fees, incurred to secure or enforce injunctive relief under this License Agreement. Additionally, if you are in breach of this License Agreement, upon notice from Shaw, you shall immediately return the Products and any license granted herein shall be immediately revoked.

11. Termination/Cancellation/Withdrawal.

Shaw may terminate this License Agreement at any time if you breach any of the terms of this or any other agreement with Shaw, in which case you must immediately: cease using the Products; delete or destroy any copies; and, if requested, confirm to Shaw in writing that you have complied with these requirements.

If you use the Products on a social media platform or other third party website and the platform or website uses (or announces that it plans to use) the Products for its own purpose or in a way that is contrary to this License Agreement, the rights granted for such use shall immediately terminate, and in that event, upon Shaw’ request, you agree to remove any Products from such platform or website.

All requests for refunds/cancellations must be made in writing to Shaw. Shaw shall provide refunds or cancellations in its sole discretion on a case-by-case basis. Without limiting the foregoing, most purchases made for licenses to Products are non-refundable.

Shaw may discontinue licensing any Products at any time in its sole discretion. Upon notice from Shaw, or upon your knowledge, that any Products may be subject to a claim of infringement of a third party’s right for which Shaw may be liable, Shaw may require you to immediately, and at your own expense: cease using the Products, delete or destroy any copies; and ensure that your clients, distributors and/or employer do likewise. Shaw will provide you with replacement Products (determined by Shaw in its reasonable commercial judgment) free of charge, subject to the other terms of this License Agreement.

Any use of Products in a manner not expressly authorized by this License Agreement or in breach of a term of this License Agreement constitutes copyright infringement, entitling Shaw to exercise all rights and remedies available to it under copyright laws around the world. In addition, and without prejudice to Shaw’ other remedies under this License Agreement, Shaw reserves the right to charge and you and you agrees to pay a fee equal to up to five (5) times Shaw’ standard license Fee for the unauthorized use of the Products.

Upon termination of this License Agreement for whatever reason, you must immediately (a) stop using the Products; and (b) destroy or, upon the request of Shaw, return to Shaw the Products, and (c) any license granted herein is immediately revoked.

12. Addenda

This License Agreement incorporate the following policies and agreements, and all the terms and conditions contained therein, by reference:

Privacy Policy
Website Terms of Use
Production Livestream Services Agreement
Livestream Terms

Please review the foregoing policies and agreements as they contain provisions that are binding to you.

13. General Provisions

Assignment. This License Agreement is personal to you and is not assignable by you without Shaw’ prior written consent. Shaw may assign this License Agreement, without notice or consent, to any corporate affiliate or to any successor in interest, provided that such entity agrees to be bound by these terms.

Dispute Resolution. Any controversies or disputes arising out of or relating to this License Agreement shall be resolved by binding arbitration in accordance with the then-current Commercial Arbitration Rules of the American Arbitration Association. The Parties shall select a mutually acceptable arbitrator knowledgeable about issues relation to the subject matter of this Agreement. In the event the Parties are unable to agree to such a selection, each party will select an arbitrator and the two arbitrators in turn shall select a third arbitrator, all three of whom shall preside jointly over the matter. The arbitration shall take place in Denver, Colorado. All documents, materials, and information in the possession of each Party that are in any way relevant to the dispute shall be made available to the other party for review and copying no later than 30 days after the notice of arbitration is served. The arbitrator(s) shall have the power to issue mandatory orders and restraint orders in connection with the arbitration. The decision rendered by the arbitrator(s) shall be final and binding on the Parties, and judgement may be entered in conformity with the decision in any court having jurisdiction. The agreement to arbitration shall be specifically enforceable under the prevailing arbitration law. During the continuance of any arbitration proceeding, the parties shall continue to perform their respective obligations under the Agreement.

Audit Rights. Upon reasonable notice, you agree to provide to Shaw sample copies of projects or end uses that contain Products, including by providing Shaw with free of charge access to any pay-walled or otherwise restricted access website or platform where Products are reproduced. In addition, upon reasonable notice, Shaw may, at its discretion, either through its own employees or through a third party, audit your records directly related to this License Agreement and your use of the Products in order to verify compliance with the terms of this License Agreement. If any audit reveals an underpayment by you to Shaw of five percent (5%) or more of the amount you should have paid, then in addition to paying Shaw the amount of the underpayment and any other remedies to which Shaw is entitled, you also agree to reimburse Shaw for the costs of conducting the audit.

Security. You agree to maintain appropriate security to protect the Products from unauthorized use by third parties.

Taxes. You agree to pay and be responsible for any and all sales taxes, use taxes, value added taxes, withholding taxes, and duties imposed by any jurisdiction as a result of the license granted to you, or of your use of the Products.

Governing Law. This Agreement shall be governed by the law of the State of Colorado. without regard to conflicts of law principles thereof. A Party may only bring any action or suit under this Agreement in the state or federal courts located in Denver, Colorado, and each Party submits to the jurisdiction and waives any objection to such courts.

Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY VOLUNTARILY AND IRREVOCABLY WAIVE THEIR RIGHT TO A TRIAL BY JURY IN ANY ACTION OR OTHER PROCEEDING BROUGHT IN CONNECTION WITH THIS AGREEMENT, AND AGREE THAT ALL ACTIONS OR PROCEEDINGS SHALL BE HEARD AT A BENCH (NON-JURY) TRIAL.

Waiver of Contractual Right. The failure of either Party to enforce any provision of this Agreement shall not be construed as a waiver of limitation of that party’s right to subsequently enforce and compel strict compliance with every provision of this Agreement.

Severability. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that nay provision of this Agreement is invalid or unenforceable, but that by liming such provision it would become valid an enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.

Entire Agreement. This Agreement contains the entire agreement of the Parties, and there are no other promises or conditions in any other contract whether oral or written concerning the subject matter of this Agreement. This Agreement supersedes any prior written oral agreements between the parties.

[End if License Agreement]