This license agreement (“Agreement”) governs the terms by which clients of Merton obtain the right to use graphics, video clips, audio clips, photographs and other media content (hereinafter referred to as the "Stock Files") that they license from Merton in the production of any creative work.
 

1. The License: Merton or its providers continues to own all original Stock Files and hereby grants to you a limited non-exclusive, irrevocable, non-transferable, worldwide right to use the Stock Files as follows: You may use the Stock Files for nearly any project, including feature films, broadcast, commercial, industrial, educational video, print projects, multimedia, games, and the internet, but solely to the extent the Stock File is incorporated into any work with substantial value added by you or us, such that transformed or derivative work is not recognizable as the Stock File nor is the Stock File capable of being downloaded, extracted or accessed by a third party as a stand-alone file (satisfaction of these conditions will constitute the work as a “Derivative Work” for the purposes of this Agreement). Thus, you could incorporate Stock Files in Derivative Works that include promotional materials, packaging, web page design, and broadcast, products for sale, electronic and print publication, comps, and layouts. "Non-transferable" as used herein means that except as specifically provided in this Agreement, you may not sell, rent, load, give, sub-license, or otherwise transfer to anyone, the Stock File or the right to use the Stock File.
 

You may however, transfer Stock Files to a third party for the sole purpose of causing such third party to produce and/or manufacture Derivative Works subject to the terms and conditions herein. You cannot otherwise use the Stock Files.

2. Limitations: The Stock Files may not be sold as standalone clips/stock files, or included in any other media/stock product, library, or collection for distribution or resale. The Stock Files may not be used, in part or in whole, as a trademark or service mark, nor may you claim any proprietary rights of any sort in the Stock Files, or any part thereof. You may not make available some or all of the Stock Files on a web page or other display as a separate or downloadable reusable file, or disassemble, decompile, reverse engineer, translate, or otherwise decode the Stock Files for any reason whatsoever. If you provide Stock Files or Derivative Works to a client as part of your work product, the client may not reuse the Stock Files for any purposes other than a review of your work product without purchasing a separate license.

3. Fees and Payments: In exchange for your usage of Merton’s Stock Files as provided hereunder, you must have a bona fide relationship with Merton. This license applies to all files you receive and remains in effect even after you cancel your account. (You may continue to use the clips you licensed even after our relationship concludes, as described in this Agreement.). You agree to pay and be responsible for any and all sales taxes, use taxes, value added taxes and duties imposed by any jurisdiction as a result of the license granted to you, or of your use of the Stock Files, pursuant to this Agreement.

 

Were the license fees are paid in installments subject to agreed upon payment terms granted to Client, Client hereby guarantees to satisfy all outstanding amounts owed for the license fees upon any or either of the following events: 1. Merton fully delivers the Stock Files in a standalone file or in the derivative works as required; and/or, 2. Merton delivers the Stock Files aforementioned in 3(1) notwithstanding the Client's unwillingness or inability to complete its performance obligations thereof.

 

4. Copyright: Merton, its licensors and contributors retain all right, title, and interest in and to the Stock Files not expressly granted by the License Grant above. Such rights are protected by Canadian and U.S. International Copyright laws and international treaty provisions. You may be held legally responsible for any copyright infringement that is caused or encouraged by your failure to abide by the terms of this Agreement.

5. No Warranty: Merton makes no representation or warranty with respect to any Stock File or the use of names, trademarks, logos, registered or copyrighted designs or works of art depicted in any Stock File, and you must satisfy yourself that all necessary rights, model releases, consents or permissions as may be required for your intended usage are secured. All Merton’s Stock Files are provided "as contracted”. Merton makes no representation or warranty either express or implied including but not limited to , any implied warranties of merchantability, fitness for any particular use, quality of image, non-infringement, or compatibility with any computer hardware or other equipment, operating system or software program. Neither Merton nor any of its directors, officers, employees, subsidiaries, affiliates, or agents shall be liable for any damages, whether direct, incidental, or consequential, or other damages arising out of the use of, or the inability to use, the Stock Files. You acknowledge that Merton has no obligation to review, monitor or screen Stock Files, although Merton reserves the right in its sole discretion to do so, and Merton does not approve, endorse or make any representations or warranties with respect to Stock Files. Merton does not warrant the accuracy of any categorization, keyword, caption or title of the Stock File or the metadata that may be provided therewith.
 

7. Limitation of Liability: IN NO EVENT, INCLUDING, WITHOUT LIMITATION, NEGLIGENCE, SHALL ANY MERTON PARTY BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM THE STOCK FILES, WHETHER OR NOT MERTON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNDER NO CIRCUMSTANCES WILL MERTON BE LIABLE TO YOU IN THE AGGREGATE FOR MORE THAN THE AMOUNT RECEIVED BY MERTON AS A RESULT OF YOUR USE OF THE LICENSES. IF YOU HAVE NOT PAID MERTON ANY AMOUNTS, MERTON’S SOLE AND EXCLUSIVE LIABILITY SHALL BE LIMITED TO TEN DOLLARS ($10.00). FOR THE AVOIDANCE OF DOUBT, MERTON’S LIABILITY WILL BE LIMITED TO SUCH AMOUNTS IN THE AGGREGATE FOR BOTH THIS AGREEMENT AND THE TERMS OF USE. CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN MERTON AND YOU.
 

8. Termination: This Agreement will commence on the date when Merton allocates your licenses and will remain in effect as long as you maintain any Stock File, Derivative Work or Promo Video produced by Merton. The license contained in this Agreement will terminate automatically without notice from Merton if you fail to comply with any provision of the Agreement or the Terms of Use. If you want to terminate this Agreement, you may do so at any time by notifying us. Your indemnity and payment obligations and Merton’s rights in conjunction with those obligations shall survive any termination or expiration of this Agreement, as well as Merton’s limitation on liability. The provisions of this paragraph are in addition to any other remedies and rights Merton may have as a result of any breach of this

Neither party will be entitled to damages as a result of termination of this Agreement as provided herein.
 

Upon notice from Merton, or upon your knowledge that any Stock File is subject to a threatened, potential or actual claim of infringement of another's right for which Merton may be liable, you must immediately and at your own expense (i) stop using the Stock File; (ii) delete or remove the Stock File from your premises, computer systems and storage (electronic or physical); and (iii) ensure that your clients, printers or ISPs do likewise. Merton will provide you with replacement Stock Files (which shall be determined by Merton in its reasonable commercial judgment) free of charge, but subject to the other terms and conditions of this Agreement.
 

9. Export Control. You may not use, export, import, or transfer the Stock Files except as authorized by Canadian and U.S. law, the laws of the jurisdiction in which you obtained the Stock Files, and any other applicable laws. In particular, but without limitation, the Stock Files may not be exported or re-exported (a) into any United States embargoed countries; or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using the Stock Files, you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use the Stock Files for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons. You acknowledge and agree that products, services or technology provided by Merton are subject to the export control laws and regulations of the United States. You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer Merton products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.
 

10. General Provisions: This Agreement, with the Terms of Use, constitutes the entire agreement between you and us regarding the use of the Stock Files. Merton’s failure to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. Your relationship to Merton is that of an independent entity, and neither party is an agent or partner of the other. The terms of this Agreement shall be binding upon assignees. If any provision of this Agreement is found illegal or unenforceable, the legality and enforceability of the other provisions of the Agreement will not be affected. Your use of the Stock File(s) must be in compliance with all applicable law, including but not limited to, laws and regulations relating to export, currency, and the law of moral rights. This license will expressly not be governed by the United Nations Convention on Contracts for the International Sale of Goods. No failure of either party to exercise or enforce any of its rights hereunder will serve as a waiver of such rights. This Agreement shall be governed in all respects by the laws of the Province of Ontario, excluding its' body of law relating to conflicts of law, and excluding the issue of copyright, including its validity, interpretation, performance, breach, or other matter. Any and all disputes, controversies, demands, counts, claims, or causes of action arising under this Agreement, with the above exceptions, shall be settled by arbitration pursuant to the rules of the Canadian Arbitration Association. Judgment upon any arbitration award may be entered in the highest court having jurisdiction as provided herein. Merton reserves the right to pursue any claim or controversy relating to intellectual property rights, not by arbitration, but by a court located in the Province of Ontario. In the event that either a court of competent jurisdiction directs us to go to court, or the matter involves copyright, you agree to fully reimburse Merton for its reasonable legal fees, costs, and disbursements if Merton is successful in the suit. Merton reserves the right to seek an injunction to prevent breach of your obligation to Merton's intellectual property rights. Merton reserves the right to withdraw Stock Files from Merton at any time, for any reason.
 

11. Arbitration. Arbitration shall be subject to the Ontario Arbitration Act. The arbitration shall be conducted before one commercial arbitrator with substantial experience in resolving similar disputes. The matter may be arbitrated by any member of the Canadian Arbitration Association as mutually agreed upon by the parties or selected by the party filing the claim. As modified by this Agreement, unless agreed upon by the parties in writing, the conduct of the arbitration shall be subject to the then current rules for commercial arbitration and, if the arbitrator deems it appropriate, consumer disputes.

 

Nothing herein grants an obligation by Merton to grant a refund.

 

Questions or Comments:

If you have any questions or comments regarding this Refund Policy, please contact us by e-mail at mertontvstudios@gmail.com