Legal

Last Updated: November, 22nd, 2023

The following Stock Film Clip License Agreement ("License Agreement") together with the ("Terms of Use") https://www.raw.film/articles/legal ("TOU"), as they each may be amended or updated from time to time, constitute an agreement ("Agreement") between you ("Licensee") and RawFilm, Inc. and any of its affiliates (collectively RawFilm), setting forth the rights and obligations with respect to one or more motion-picture clips available on www.raw.film (the "Site") which are selected and paid for in full by Licensee (each a "Licensed Clip", collectively "Licensed Clips"). If Licensee is a legal entity (and not a natural person), you represent and warrant that you are fully authorized to bind Licensee to this Agreement, and you acknowledge that RawFilm will rely on that representation and warranty. Licensee consents to receive communications from RawFilm electronically and Licensee agrees that all agreements, notices, disclosures and other communications that RawFilm provides to Licensee electronically satisfy any legal requirement that such communications be in writing.

Please review this License Agreement before purchasing a license for any Licensed Clip because it applies to use of any Licensed Clips.

1. Defined Terms.
   1.  “Advertising Use” means use in any form of advertisement, endorsement, commercial or promotion, including use (i) in a print advertisement, (ii) in a billboard or other physical (whether static, dynamic or interactive) display advertisement, (iii) in any form of electronic, internet, mobile application display advertisement (whether static, dynamic or interactive, and including in context advertisements), or (iv) in any form of video or audio (including on television, film, motion picture, internet, mobile application or radio) broadcast or in context advertisement or commercials or infomercials.
   2. “Commercial Use” means use in motion-picture visual and audio-visual works, including both Advertising Use and Editorial Use.
   3. "Editorial Use" means use in motion-picture visual and audio-visual works, strictly for newsworthy use and expressly excludes any Advertising Use.
   4. “Production” means only a single motion-picture visual or audio-visual work that incorporates one or more Licensed Clips into a single new and original motion-picture visual or audio-visual work, that is significantly different from the original Licensed Clips and has taken time, effort, and skill to produce. For the avoidance of doubt, Production excludes all other forms of use of the Licensed Clips, such as use in merchandise and print publications.
   5. "Term" means the period beginning on full payment and continuing in perpetuity unless terminated as permitted in this Agreement.
   6. "Territory" means world-wide, except where any Licensed Clip is prohibited under the applicable law.
   7. "Reasonable Number of Clips" refers to a limit of 50 clips per month, implemented to ensure fair usage and sustainable distribution of resources. This limit applies universally across all licensing options.
   8. "Licensee" refers to an individual or entity who has been granted the right to use the source materials under the terms and conditions of this agreement.
   9. "Source Materials" means the original video files provided by the licensing company.
   10. "Final Project" means the end product created after utilizing the source materials, which could be a video, advertisement, social media post, or other forms of content.
   11. "License" means a legal agreement granting permission to use the source materials under specific terms and conditions.
   12. "License Transfer" means the act of legally transferring the rights to use the final project from the Licensee to a third party, under the terms and conditions set in the license agreement.
   13. "Monetization" means the process of earning revenue from the final projects, through methods like advertising, sponsorships, or direct sales on up to three different social media platforms.
   14. "Resale" means the act of selling the source materials or final projects to third parties. Reselling the source materials is prohibited under the license terms. However, reselling the final project is permitted within the constraints of the license, especially in scenarios where the Licensee transfers the license to a third party.
   15. "Sublicensing" means granting a third-party permission to use the source materials under the terms of the original license, which is prohibited under the license terms.
   16. "Modification" means any changes or edits made to the source materials, which are prohibited without written consent.
2. License Fee, Refunds, and Taxes. Licensee shall pay RawFilm in full the amount stated on the Site for each Licensed Clip used in a single Production (the “License Fee”). Use of the same Licensed Clip in multiple Productions requires a separate License Fee for each Production. All sales of licenses to Licensed Clips are final, and RawFilm is under no obligation to refund any License Fees under any circumstances, except if RawFilm terminates the license with respect to one or more Licensed Clips pursuant to Section 10(b). If Licensee requests a refund, and RawFilm, in its sole discretion, provides a refund, the license granted in this License Agreement for the applicable Licensed Clips will be rescinded as if never granted. Licensee is responsible for promptly paying any and all applicable sales taxes, use taxes, value added taxes, property tax, customs, duties and any related interest or penalties imposed by any jurisdiction as a result of the License Agreement or any use of the Licensed Clips.
3. Grant of Rights
   1. Subject to and conditioned on Licensee’s compliance with the terms and conditions of this Agreement, in consideration of the License Fee and Licensee’s other obligations set forth herein, RawFilm hereby grants to Licensee during the Term the nonexclusive, non-transferable (except as provided in Section 11(e)), perpetual (subject to Section 10), and non-sublicensable right and license throughout the Territory:
   2. (a) to reproduce, distribute, display, modify, edit, and perform each of the Licensed Clips solely as part of a single Production for Editorial Use or Commercial Use, as indicated on the Site and/or during the purchase process for each Licensed Clip. For clarity, if “editorial” is indicated on the Site and/or during the purchase process for a particular Licensed Clip, the license for that Licensed Clip shall be limited to Editorial Use only.
   3. (b) to reproduce, distribute, display, modify, and edit individual “still” frames from a Licensed Clip, solely in connection with the in-context marketing, promotion and advertising of the Production that incorporates the Licensed Clip, provided that the Licensed Clip is not limited to Editorial Use.
   4. Standard License (subscription and single clip purchase) 
      1. Permitted Uses:
         1. It comes in two formats: a subscription-based format, granting access to the source materials for the duration of the active subscription period, and a single purchase format, granting access to a specific source material on a one-time purchase basis.
         2. Licensees, defined as entities with no more than 25 employees and an annual revenue not exceeding 1 million USD, are eligible for this license.
         3. The maximum budget per project is set at 200,000 USD.
         4. Licensees can utilize the source materials to create final projects during the active subscription period or perpetually when individual clips are purchased.
         5. Final projects created and monetized or sold during the active subscription period or upon the one-time purchase of individual clips retain perpetual compliance with the license terms.
         6. Monetization of content is allowed on up to five different social media platforms concurrently.
         7. The license enables the sale of final projects to large entities (defined as organizations with more than 25 employees or annual revenue exceeding 1,000,000 USD), albeit the production must be completed during the active subscription period or upon the one-time purchase of individual clips.
         8. The license covers one project per licensed/downloaded clip within the specified criteria.
         9. Under this license, Licensees are allowed to download a reasonable number of clips per month during the active subscription period. For one-time purchases of individual clips, the download is limited to the purchased clip(s).
         10. The license solely provides the right to use the source materials and does not grant the right for resale or sublicensing of the source materials.
         11. Under the license, the licensee is granted the right to create content for a variety of platforms and uses. This includes, but is not limited to, Videos, Commercials, Advertisements, and content for social media and streaming platforms such as YouTube, Twitch, Instagram, and Facebook.
         12. Under this license user is eligible to clips on all available resolutions (HD, 4K, 8K RAW)
         13. The number of licensed clips accessible under this license is determined by the current pricing table available on the RawFilm website. Licensees are advised to refer to this table for up-to-date information on clip allocations.
      2. Prohibited Uses:
         1. The use of bots or automated methods to download or access the source materials is strictly prohibited.
         2. Utilization of the source materials in new projects is not allowed once the subscription has expired.
         3. The license does not cover the right to resell, sublicense, rent out, or otherwise distribute the source materials.
         4. Utilization of source materials in television productions, local television broadcasts, DVD or Blu-ray productions, OTP(Netflix, Disney etc) is expressly prohibited unless a separate license is acquired.
         5. The use of source materials to create sets or collections for resale is prohibited.
         6. The license prohibits any modifications to the original source clips that could potentially harm the reputation of RawFilm or any brands featured within the clips. However, this restriction does not apply to standard post-production processes such as color correction or similar adjustments that do not alter the core content or context of the clips.
         7. Sharing source materials on platforms or media not explicitly mentioned in the license terms is prohibited.
         8. Any violation of the license terms will result in its cancellation and/or other legal consequences.
   5. Enterprise License
      1. Permitted Uses:
         1. The Enterprise License is designated for entities with more than 25 employees.
         2. This license is applicable for businesses with annual revenues exceeding $1 million.
         3. It is designed for projects with budgets over $250,000.
         4. Licensees are allowed to use source materials in productions including television, Blu-ray, and OTP platforms such as Netflix and Disney.
         5. The license grants permission to create content like videos, commercials, advertisements, and materials for social media and streaming platforms.
         6. Clip allocation is customized based on the individual needs of each client.
         7. Clients have access to source materials in all available resolutions, including HD, 4K, and 8K RAW.
         8. Terms for each Enterprise License are negotiated to align with the specific operational and creative requirements of the client.
      2. Prohibited Uses:
         1. Using bots or automated methods to download or access source materials is not permitted.
         2. Reselling or sublicensing the source materials without a separate agreement is prohibited.
         3. The license prohibits any modifications to the original source clips that could potentially harm the reputation of RawFilm or any brands featured within the clips. However, this restriction does not apply to standard post-production processes such as color correction or similar adjustments that do not alter the core content or context of the clips.
   6. Lifetime License
      1.  Permitted Uses:
         1. The license is granted upon a one-time purchase, allowing perpetual usage of the source materials under the terms and conditions specified.
         2. Licensees, defined as entities with no more than 5 employees and an annual revenue not exceeding 250,000 USD, are eligible for this license.
         3. The maximum budget per project is set at 25,000 USD.
         4. Licensees can utilize the source materials to create final projects during the lifetime of this license.
         5. Monetization of content is allowed on up to three different social media platforms concurrently.
         6. The license enables the sale of final projects to small entities, albeit the production must be completed during the lifetime of this license.
         7. The license covers one project per licensed/downloaded clip within the specified criteria.
         8. Under this license, Licensees are allowed to download a reasonable number of clips per year.
         9. The license solely provides the right to use the source materials and does not grant the right for resale or sublicensing of the source materials.
         10. Under the license, the licensee is granted the right to create content for a variety of platforms and uses. This includes, but is not limited to, Videos, Commercials, Advertisements, and content for social media and streaming platforms such as YouTube, Twitch, Instagram, and Facebook.
         11. This license is designed for Youtubers, Social Media Influencers and Content Creators
         12. Under this license user is eligible to clips on HD and 4K resolution
         13. The number of licensed clips accessible under this license is determined by the current pricing table available on the RawFilm website. Licensees are advised to refer to this table for up-to-date information on clip allocations.
      2. Prohibited Uses:
         1. The use of bots or automated methods to download or access the source materials is strictly prohibited.
         2. Content Creators or Small entities cannot create materials on behalf of clients with more than 5 employees or annual revenue exceeding 250,000 USD using the source materials covered by the license. 
         3. Utilization of source materials in television productions, local television broadcasts, DVD or Blu-ray productions, OTP (Netflix, Disney etc) is expressly prohibited unless a separate license is acquired.
         4. The license does not cover the right to resell, sublicense, rent out, or otherwise distribute the source materials.
         5. The use of source materials to create sets or collections for resale is prohibited.
         6. The license prohibits any modifications to the original source clips that could potentially harm the reputation of RawFilm or any brands featured within the clips. However, this restriction does not apply to standard post-production processes such as color correction or similar adjustments that do not alter the core content or context of the clips.
         7. Sharing source materials on platforms or media not explicitly mentioned in the license terms is prohibited.
         8. Any violation of the license terms may result in its cancellation and/or other legal consequences.
4. Reservation of Rights. Licensee shall use the Licensed Clips only as permitted under this Agreement and shall not, and shall not authorize, permit, or enable any other person or entity to, access, use, exploit, distribute, or perform any other act on or relating to any of the Licensed Clips except as expressly permitted by this Agreement. Any music, dialogue or other ambient audio contained in any Licensed Clip is incidental only and is not licensed by RawFilm; accordingly, Licensee is solely responsible for obtaining any additional clearances relating to any of the audio that may be required. RawFilm reserves all rights not expressly granted to Licensee under this Agreement. Licensee acknowledges and agrees that nothing in this Agreement limits or restricts RawFilm’s rights in or use of the Licensed Clips in any way. Neither this Agreement, nor any act, omission, or statement by RawFilm or Licensee, conveys any ownership right to Licensee in any Licensed Clip, or to any element or portion thereof. As between the parties, RawFilm owns and retains all right, title, and interest in and to the Licensed Clips. Licensee’s permission to use the Licensed Clips is expressly conditioned on Licensee not impairing RawFilm’s copyright in the Licensed Clips in any way. 
5. Credit and Notification. 
   1. Credit. If Licensee includes any credits or legal notices in the Production, or upon written request from RawFilm, Licensee shall provide RawFilm with the following credit, including any applicable copyright or trademark notice, in the end titles of the Production: [NAME OF PRODUCTION] Contains footage © [YEAR-meaning the year indicated on the Site for the Licensed Clip or otherwise indicated by RawFilm] RawFilm, Inc. www.raw.film.
   2. Notice and Copy. Licensee shall use commercially reasonable efforts to notify RawFilm via email of each Production within 30 days of any distribution. Upon request by RawFilm, Licensee shall send a copy of the Production to RawFilm promptly after its completion unless the Production is available online, in which case Licensee shall email RawFilm a link that provides online access to a Production.
   3. Trademarks. Other than with respect to the credit obligation in this Section 5, Licensee has no right to use RawFilm’s name or any trademarks or logos. Further, Licensee take all necessary actions to protect all copyright and other rights in the Licensed Clips, as reasonably requested by RawFilm.
6. Additional Licensee Obligations and Restrictions.
   1. No Distribution of Raw Licensed Clips. Licensee may not allow access to raw (unedited) Licensed Clips, except for the purpose of creation, reproduction or distribution of Productions made by or for the Licensee as permitted by this Agreement.  Licensee may not (i) distribute, transmit or publicly display Licensed Clips as a template, a standalone file or to others for consumption, reproduction or re-sale, or (ii) superficially modify any raw Licensed Clips and sell or license them to others for consumption, reproduction or resale.
   2. No Use in Trademarks or Logos. You may not incorporate any Licensed Clips into a logo, trademark or service mark.
   3. Permissions. Although RawFilm will use commercially reasonable efforts to obtain releases from talent appearing in all Licensed Clips available for Commercial Use (“RawFilm Releases”), RawFilm does not represent that it has obtained any other releases, such as location, property, and trademark releases. RawFilm does not obtain releases for individuals appearing in Licensed Clips made available only for Editorial Use. Excluding only the RawFilm Releases, Licensee shall, before use of any Licensed Clip, obtain from all persons and entities who are, or whose trademark or other property is, identified, depicted, or otherwise referred to in the Licensed Clip, such written and signed licenses, permissions, waivers, releases, and consents (collectively, "Permissions" and each, individually, a "Permission"), including those relating to publicity, privacy, and any intellectual property rights, as are, or reasonably may be expected to be, necessary for Licensee to exercise its rights in the Licensed Clips as permitted by this Agreement. Licensee also shall obtain any required Permissions from any applicable union or guild, including SAG-AFTRA, Writers Guild of America, and Directors Guild of America, and make all required reuse and other fees and residual payments. If any Licensed Clip includes music, which is expressly excluded from the scope of any license granted herein by RawFilm, Licensee shall obtain all Permissions, including but not limited to master use, synchronization, and other licenses and performer consents, and pay all fees and other payments, required for use of the music in the Licensed Clips as permitted by this Agreement. Licensee shall provide RawFilm with a copy of each such fully executed Permission upon request.
   4. Rights Management. Licensee shall maintain intact all electronic tracking, encryption, fingerprinting, and other access control, digital rights management, and copy protection, as may be embedded in the electronic file containing the original Licensed Clip when downloaded from the Site.
   5. Prohibited Use. Licensee shall not use any Licensed Clip, or any portion thereof including portions depicting any person, in any manner that: (i) is defamatory, obscene, or pornographic, depicts anyone in a false light or deceptive context, infringes any trademark, other intellectual property, or any other right, or is otherwise unlawful or injurious or advocates unlawful or immoral activities; or (ii) suggests or implies sponsorship or endorsement of or by, or association with, any third party; or (iii) competes with or is detrimental to RawFilm.
   6. Notification of Unauthorized Use. If Licensee becomes aware of any unauthorized access, duplication of any Licensed Clips, Licensee agrees to promptly notify RawFilm via email at contact (at) raw.film.
7. Representations and Warranties. Each party represents and warrants that it has the full right, corporate power, and authority to enter into and perform its obligations under this Agreement. 
8. Indemnification. Licensee shall indemnify, defend, and hold harmless RawFilm and its officers, directors, employees, agents, affiliates, successors, and assigns, from and against any losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys' fees and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers, arising out of or in connection with any claim, suit, action, or proceeding relating to any actual or alleged breach by Licensee of its representations, warranties, covenants, or other obligations hereunder, or resulting directly or indirectly from the Production or Licensee's use of the Licensed Clips, including but not limited to failure to obtain any required Permission.
9. Limitation of Liability.
   1. EXCEPT FOR THE EXPRESS WARRANTIES IN SECTION 7, RAWFILM HEREBY DISCLAIMS ANY WARRANTY, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, UNDER THIS AGREEMENT INCLUDING SPECIFICALLY ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EXCEPT FOR RAWFILM’S OBLIGATION TO USE COMMERCIALLY REASONABLE EFFORTS TO OBTAIN RAWFILM RELEASES APPLICABLE TO LICENSED CLIPS AVAILABLE FOR COMMERCIAL USE, RAWFILM MAKES NO REPRESENTATION OR WARRANTY THAT IT POSSESSES ANY RELEASES FOR OR CONCERNING ANY INDIVIDUAL, PRODUCT, GRAPHIC, PICTORIAL, ARCHITECTURAL, OR OTHER WORK OF AUTHORSHIP, TRADEMARK, TANGIBLE PROPERTY, OR OTHER MATTER DEPICTED IN THE LICENSED CLIPS AND COMPANY IS SOLELY RESPONSIBLE FOR OBTAINING ALL LICENSES, CONSENTS, RELEASES, RIGHTS, WAIVERS, AND PERMISSIONS REQUIRED FOR THEIR USE.
   2. RAWFILM WILL NOT BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, LIQUIDATED, SPECIAL, OR EXEMPLARY DAMAGES OR PENALTIES, INCLUDING WITHOUT LIMITATION, LOSSES OF BUSINESS, REVENUE, OR ANTICIPATED PROFITS, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER RAWFILM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
   3. TO THE MAXIMUM EXTENT PERMITTED BY LAW, RAWFILM’S LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE LICENSE FEE PAID DURING THE 12 MONTH PERIOD PRECEDING THE CLAIM THAT IS THE BASIS FOR THE LIABILITY.
10. Termination. 
    1. Breach by Licensee. This Agreement will terminate automatically with respect to all Licensed Clips if Licensee materially breaches or fails to comply with any terms or conditions of this Agreement and does not cure such breach or failure within 14 days.
    2. Third Party Claim. RawFilm may terminate this Agreement upon notice by RawFilm, with respect to one or more Licensed Clips, if RawFilm reasonably determines that use of those Licensed Clips as authorized herein are, or are likely to become, the subject to a third party claim, in which event RawFilm will offer a refund for the affected Licensed Clips.
    3. Effect of Termination. On the expiration or termination of this Agreement, including with respect to only those Licensed Clips that are subject to a termination notice by RawFilm pursuant to Section 10(b), all rights licensed under this Agreement will terminate and immediately revert to RawFilm and Licensee shall (i) cause to be inactivated and erased all electronic copies of the Licensed Clips in its control and (ii) destroy any tangible copies of the Licensed Clips. For the avoidance of doubt, in the event RawFilm terminates the Agreement for breach, Licensee shall immediately cease all distribution, performance, and other use of any and all instances of Licensed Clips including as contained in any Production. Sections 4-11 shall survive termination of this Agreement.
    4. Termination by RawFilm: RawFilm reserves the right to terminate this Agreement at any time, with or without cause, upon providing written notice to Licensee.
11. Standard Terms.
    1. Interpretation. Unless the context requires otherwise, in any part of this License Agreement: (i) "including" (and any of its derivative forms, e.g. "includes"), "e.g." and "for example" means "including but not limited to"; (ii) "must not", "should not", "shall not" and "may not" are expressions of prohibition, and "will", "must", "should" and "shall" are expressions of command, and not merely expressions of future intent or expectation; (iii) use of the singular imports the plural and vice versa; (iv) references to one or no gender include the other or no gender; "(v) when applied to a company, "Affiliate(s)" means any/all companies that from time to time directly or indirectly are owned or controlled by such company, under common ownership or control with such company or own or control such company; (vi) "Person" means an individual or legal entity, including a company or a governmental agency or instrumentality; and (vi) the headings in this Agreement are for ease of reference only and shall not affect its interpretation. This License Agreement shall not be interpreted against the drafting party.
    2. Modification to the Agreement. Notwithstanding anything else in this or any other agreement, (i) RawFilm reserve the right to make changes to this License Agreement, the  TOU, and other restrictions and policies available from the applicable Licensed Clips pages on the Site, at any time and without notice to Licensee, and (ii) Licensee will be subject to those terms in force at the time that the Licensed Clip was downloaded and paid for by Licensee. For avoidance of doubt, a change to any of the terms will not apply to a Licensed Clip that was first downloaded and paid for by Licensee prior to the change. No modification, deletion, amendment of any provision is binding on RawFilm unless in writing signed by Raw Film’s authorized representative or posted by RawFilm on the Site.
    3. Equitable Relief. Licensee agrees that irreparable damage would occur to RawFilm if any provision of this Agreement were not performed in accordance with its terms by Licensee. In the event of non-performance by Licensee, RawFilm will be entitled to equitable relief, including injunctive relief or specific performance of the terms hereof, in addition to any other remedy to which it is entitled at law or in equity.
    4. No Waiver. No waiver by any party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the party so waiving. No waiver by any party will operate or be construed as a waiver of any failure, breach, or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof; nor will any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
    5. No Assignment. Licensee shall not assign any of its rights, or delegate any of its obligations under this Agreement, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without RawFilm’s prior written consent except that Licensee may assign its rights under this Agreement to the extent necessary to authorize third parties to distribute the Production strictly in accordance with the rights granted to Licensee herein, provided that Licensee remains primarily liable hereunder. This Agreement is binding on and inures to the benefit of the parties hereto and their respective permitted successors and assigns.
    6. Entire Agreement. This License Agreement, together with the TOU and other restrictions and policies available from the applicable Licensed Clips pages on the Site, is the sole and entire agreement of the parties with respect to the subject matter herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter. No amendment to this Licensee Agreement is effective unless it is in writing and signed by an authorized representative of RawFilm. If any term or provision of this Licensee Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement nor invalidate or render unenforceable such term or provision in any other jurisdiction. In the event of any conflict between this License Agreement and the TOU or other restrictions, and policies available from the applicable Licensed Clips pages on the Site, the terms of this License Agreement shall govern to the extent of the conflict.
    7. Independent Contractor Relationship. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement will be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
    8. Disputes. This License Agreement and all related documents, and all matters arising out of or relating to this Agreement, whether sounding in contract, tort, or statute are governed by, and construed in accordance with, the laws of the State of California, United States of America, without giving effect to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of California. Any legal suit, action, or proceeding arising out of or relating to this License Agreement will be instituted exclusively in the federal courts of the United States of America or the courts of the State of California in each case located in the City and County of San Francisco, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such legal suit, action, or proceeding. The United Nations Convention on Contracts for the International Sale of Goods does not govern this Agreement. The Agreement, any download of Licensed Clips and access to and use of the Site, and the entering into this Agreement will be deemed to take place in the United States. No action, regardless of form, arising out of the License Agreement, any supplemental or other agreement or under this Agreement may be brought by Licensee more than one year after the cause of the action has accrued.