FedNet

Multimedia News Content Leader in Washington since 1996

Licensing Agreement

FedNet Editorial, Rights-Managed and

Rights-Ready Video License Agreement

Last updated: December 2020

THIS IS A LEGAL AGREEMENT (THE “AGREEMENT”) BETWEEN LICENSEE, AND FEDERAL NETWORK, INC. (“FEDNET”). THIS AGREEMENT APPLIES TO FEDNET CONTENT AND IS APPLICABLE TO ONLINE, DIGITAL AND VIDEO OVER IP DELIVERY OF LICENSED MATERIAL. BY ORDERING CONTENT, LICENSEE IS CONFIRMING THAT IT HAS CAPACITY TO FORM A CONTRACT UNDER ITS LOCAL LAWS.

1. Definitions. In this Agreement the following definitions apply:
1.1 “Licensee” means the entity purchasing FedNet’s live or produced content and being assigned a license hereunder or the entity specifically designated as Licensee during the purchase process and set forth below.
1.2 “Services” means the access, transmission, live receipt, streaming, searching, editing, clipping, archiving and downloading of FedNet content.
1.4 “Licensed Materials” means any original video footage provided by FedNet and accessed by the Licensee for the retransmission of or creation of video products, audio products, visual representation generated optically, electronically, digitally or by any other means, including any negatives, transparencies, film imprints, prints, original digital files, or any other product protected by copyright, trademark, patent or other intellectual property rights, which is licensed to Licensee by FedNet under the terms of this Agreement. Any reference in this Agreement to the Licensed Material shall be to each individual item within the Licensed Material and also to the Licensed Material as a whole.
1.5 “Licensee Work” means an end product or service that has been created by or on behalf of Licensee using independent skill and effort and that incorporates a reproduction of the Licensed Material as well as other material.
1.6 “Reproduction” and “Reproduce” mean any form of copying or rebroadcast of the whole or a part of any Licensed Material, via any medium and by whatever means, the distortion, alteration, cropping or manipulation of the whole or any part of the Licensed Material, and the creation of any derivative work from, or that incorporates, the Licensed Material.
1.7 “Rights and Restrictions” means the permitted scope of use, duration of license, any territory or other use restrictions applicable to the Licensed Material selected, and the corresponding price for the license of such Licensed Material (“License Fee”). The Rights and Restrictions shall be incorporated into this Agreement and all references to the Agreement shall include the Rights and Restrictions.
1.7 “License Fee” means the amount charged to and paid by the Licensee for monthly access, event access and event editing on a per event and per clip charge for FedNet Content.  License Fees are agreed to in advance of purchase either as part of a pre-paid monthly subscription plan or on a one-off purchase – both referencing this Agreement.
2. Grant of Rights and Restrictions. Subject to the terms of this Agreement:
2.1 FedNet grants to Licensee a non-exclusive, non-sublicensable, non-resalable (except as part of Licensee’s original work) and non-transferable right to use and rebroadcast the Licensed Material solely to the extent explicitly stated in this Agreement. This right may be exercised by subcontractors of Licensee for preparation of the Licensee Work, provided that such subcontractors agree to abide by the terms of this Agreement.
2.2 Use of the Licensed Material is strictly limited to the use, medium, period of time, placement, size of Licensed Material, territory and any other restrictions specified in the Rights and Restrictions. Licensee may utilize the Licensed Material in any production process as may be necessary for the intended use specified in the Rights and Restrictions, including as set forth in Section 2.1 above. Licensee may license and/or transfer ownership of any Licensee Work (but not any Licensed Material contained therein) as part of any distribution process as may be necessary or appropriate for the intended use specified in the Rights and Restrictions solely as part of the distribution process contemplated in the Rights and Restrictions in connection with the intended use specified therein.
2.3 Unless additional rights are stipulated in the Rights and Restrictions or granted pursuant to a separate license agreement, Licensed Material from FedNet may not be resold (or provided for free) to any third party. used for any commercial, promotional, endorsement, advertising or merchandising use. For clarification, in this Agreement use of Licensed Material in an “editorial” manner means use relating to events that are newsworthy or of public interest and expressly excludes any advertorial sections (i.e. sections or supplements in relation to which Licensee receives a fee from a third-party advertiser or sponsor).
2.4 Licensed Material may be cropped or otherwise edited for technical quality, provided that the editorial integrity of the Licensed Material is not compromised, but shall not, under any circumstances, otherwise be altered.
2.5 While efforts have been made to correctly caption the subject matter of, and to provide other information (including metadata) related to, the Licensed Material, FedNet does not warrant the accuracy of such information.
2.6 Pornographic, defamatory or otherwise unlawful use of Licensed Material is strictly prohibited, whether directly or in context or juxtaposition with other material or subject matter. Licensee shall also comply with any applicable regulations and/or industry codes.
2.7 If any Licensed Material featuring a model or property is used in connection with a subject that would be unflattering or controversial to a reasonable person (except for Editorial Material used in an editorial manner), Licensee must accompany each such use with a statement that indicates that: (i) the Licensed Material is being used for illustrative purposes only; and (ii) any person depicted in the Licensed Material, if any, is a model.
2.8 Licensed Material shall not be incorporated into a logo, corporate ID, trademark or service mark, without obtaining the prior written consent of FedNet.
2.9 Licensee may not make the Licensed Material available in a manner intended to allow or invite a third party to download, extract, redistribute or access the Licensed Material as a standalone file.
2.10 Licensed Material may not be modified, reconfigured or repurposed for use in any mobile-directed web sites or mobile applications that are specifically created for viewing of Licensed Material and/or the Licensee Work on mobile devices, without obtaining the prior written consent of FedNet, which consent might require payment of an additional License Fee. For clarification, this restriction on mobile use is not breached if Licensed Material that is licensed for website use can be viewed via mobile devices in a “pull” (as opposed to “push”) fashion, provided it is not so specifically modified, reconfigured or repurposed for this purpose.
2.11 Unless otherwise specified Licensee may not, directly or indirectly, reproduce the Licensee Work in any secondary reproductions, such as compilations, screen shots, in-context promotions or on file-sharing or social networking websites such as YouTube, Facebook, Twitter, etc.
2.12 Licensed Material shall not be used contrary to the Rights and Restrictions.
2.13 Licensee may not falsely represent, expressly or impliedly, that Licensee is the original creator of a visual work that derives a substantial part of its artistic components from the Licensed Material.
2.14 If the Rights and Restrictions allow Reproduction of the Licensee Work on website, Licensee shall post terms and conditions on its permitted websites that prohibit, republication, retransmission, reproduction or other use of the Licensed Material as a stand-alone file.
2.15 If the Rights and Restrictions include use on any social media platform or other third party website; (i) such rights shall automatically be revoked in the event that the third party website seeks to exploit purported rights to the Licensed Material contrary to the terms of this Agreement, and (ii) in such event, upon FedNet’ request, Licensee shall remove any Licensed Material from such platform or website.
2.16 Congressional event footage is subject to the rules of the House and Senate and may not be used for political purposes, in any commercial advertisement, or with commercial sponsorship except as part of a bona fide news program or public affairs documentary program. Furthermore, content may not be used, or made available for use, as partisan political campaign material to promote or oppose the candidacy of any person for elective public office, and may not be used to distort the objects and purposes of the hearing or other meeting or the activities of committee members in connection with that hearing or meeting or in connection with the general work of the committee or of the House, or cast discredit or dishonor on the House, the committee, or a Member, Delegate, or Resident Commissioner or bring the House, the committee, or a Member, Delegate, or Resident Commissioner into disrepute.
3. Credit and Intellectual Property.
3.1 Copyright. No ownership or copyright in any Licensed Material shall pass to Licensee by the issuance of the license contained in this Agreement. Except as expressly stated in this Agreement, FedNet grants Licensee no right or license, express or implied, to the Licensed Material.
3.2 Trademarks. In connection with the use of “FedNet” or any other of FedNet’ or its partners’ trade names, trademarks, logos or service marks, including the names of all Licensed Material collections (“Marks”), Licensee acknowledges and agrees that (i) such Marks are and shall remain the sole property of FedNet or its partners; (ii) except as expressly required in order to satisfy the credit obligations under this Agreement, nothing shall confer upon Licensee any right of use in or to the Marks; and (iii) Licensee shall not now or in the future contest the validity of the Marks.
3.3 Photo/Screen Grab Credit. Except as otherwise noted in Section 8, all Licensed Material used in an editorial context must include the following credit line adjacent to the Licensed Material: “Photo by FedNet”. If Licensee omits the credit, an additional fee in an amount up to one hundred percent (100%) of the License Fee may be payable by Licensee, at FedNet’ sole discretion. The foregoing fee shall be in addition to any other rights or remedies that FedNet may have at law or in equity.
3.4 Audio/Visual Production Credit. If Licensed Material is used in an audio/visual production in either an editorial context or a non-editorial context but where credits are accorded to other providers of licensed material, credit shall be accorded, where technically feasible, in equal size and comparable placement to such credit(s), substantially in the following form: “Video provided by FedNet”. If Licensee omits the credit, an additional fee in an amount up to one hundred percent (100%) of the License Fee may be payable by Licensee, at FedNet’ sole discretion. The foregoing fee shall be in addition to any other rights or remedies that FedNet may have at law or in equity.
3.5 Notice of Violations. Licensee will immediately notify FedNet if it becomes aware or suspects that any third party that has gained access to the Licensed Material through Licensee is wrongfully using the Licensed Material, in whole or in part, or is violating any of FedNet’ intellectual property rights, including, but not limited to, Marks and copyrights.
4. Releases.
4.1 No releases are generally obtained for Licensed Material. Licensee acknowledges 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. Licensee shall be responsible for payment of any amounts that may be due under, and compliance with any other terms of, any applicable collective bargaining agreement(s) (such as Screen Actors Guild in the US) as a result of Licensee’s use of the Licensed Material.
4.2 Except where Licensee is specifically notified that a model and/or property release has been obtained, FedNet does not grant any right nor make any warranty with regard to the use of names, people, trademarks, trade dress, logos, registered, unregistered or copyrighted audio, designs or works of art or architecture depicted in any Licensed Material. Licensee shall be solely responsible for determining whether release(s) is/are required in connection with any proposed use of Licensed Material, and Licensee shall be solely responsible for obtaining all necessary release(s).
5. Warranty and Limitation of Liability.
5.1 FedNet warrants that: (i) the Licensed Material will be free from defects in material and workmanship for thirty (30) days from delivery (Licensee’s sole and exclusive remedy for a breach of this warranty being the replacement of the Licensed Material); (ii) it has all necessary rights and authority to enter into and perform this Agreement; (iii) Licensee’s use of the Licensed Material in accordance with this Agreement and in the form delivered by FedNet (i.e., excluding any modifications, overlays or re-focusing by Licensee) will not infringe on any copyrights or moral rights of any person or entity; and (iv) if a release is provided by FedNet pursuant to Section 4.1, Licensee’s use of the Licensed Material in accordance with this Agreement and in the form delivered by FedNet (i.e., excluding any modifications, overlays or re-focusing by Licensee) will not, where a property release is provided, infringe on any trademark or other intellectual property right and/or will not, where a model release is provided, violate any right of privacy or right of publicity.
5.2 FEDNET DOES NOT MAKE ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE LICENSED MATERIAL OR ITS DELIVERY SYSTEMS, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. FEDNET SHALL NOT BE LIABLE TO LICENSEE OR ANY OTHER PERSON OR ENTITY FOR ANY PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR OTHER SIMILAR DAMAGES, COSTS OR LOSSES ARISING OUT OF THIS AGREEMENT, EVEN IF FEDNET 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 FOR CERTAIN CATEGORIES OF DAMAGES. FEDNET SHALL NOT BE LIABLE FOR ANY DAMAGES, COSTS OR LOSSES ARISING OUT OF OR AS A RESULT OF MODIFICATIONS MADE TO THE LICENSED MATERIAL BY LICENSEE OR THE CONTEXT IN WHICH LICENSED MATERIAL IS USED IN A LICENSEE WORK.

 

 

 

6. Indemnification.

6.1 Provided Licensed Material is only used in accordance with this Agreement and Licensee is not otherwise in breach of this Agreement and as Licensee’s sole and exclusive remedy for any breach of the warranties set forth in Section 5.1(ii)-(iv) above, FedNet shall, subject to the terms of Section 5.2 above and Section 6.3 below, indemnify and hold harmless Licensee and its parent, subsidiaries and commonly owned or controlled affiliates and their respective officers, directors and employees from all damages, liabilities and expenses, arising out of or as a result of claims by third parties ( “Claims”) relating to any actual or alleged breach by FedNet of its warranties set forth in Section 5.1(ii)-(iv) above. FedNet shall have no obligation under this Section 6.1 for any Claims that arise out of or are a result of: (i) Licensee’s modification, overlay or re-focusing of the Licensed Material, where the Claim would not have arisen but for the modification, overlay or re-focusing made by Licensee; (ii) the context in which Licensed Material is used in a Licensee Work; where the Claim would not have arisen but for such context; (iii) Licensee’s failure to comply with the terms of this Agreement; or (iv) Licensee’s continued use of Licensed Material following notice from FedNet, or upon Licensee’s knowledge, that Licensed Material is subject to a claim of infringement of another’s right. The foregoing states FedNet’ entire indemnification obligation under this Agreement.
6.2 Licensee shall, subject to the terms of Section 6.3 below, defend, indemnify and hold harmless FedNet and its parent, subsidiaries, commonly owned or controlled affiliates, and content providers and their respective officers, directors and employees from all damages, liabilities and expenses (including reasonable outside attorneys’ fees), arising out of or as a result of claims by third parties relating to: (i) Licensee’s use of any Licensed Material outside the scope of this Agreement; (ii) any other actual or alleged breach by Licensee of this Agreement; or (iii) Licensee’s failure to obtain any required release.
6.3 The party seeking indemnification pursuant to this Section 6 shall promptly notify the other party of such claim. At indemnifying party’s option, indemnifying party may assume the handling, settlement or defense of any claim or litigation, in which event indemnified party shall cooperate in the defense of any such claim or litigation as may be reasonably requested by indemnifying party. Indemnified party shall have the right to participate in such litigation, at its expense, through counsel selected by indemnified party. Indemnifying party will not be liable for legal fees and other costs incurred prior to the other party giving notice of the claim for which indemnity is sought.
7. Condition of Licensed Material. Licensee should examine all Licensed Material for possible defects (whether digital or otherwise) before sending any Licensed Material for Reproduction. Without prejudice to Section 5.1(i) above, FedNet shall not be liable for any loss or damage suffered by Licensee or any third party, whether directly or indirectly, arising from any alleged or actual defect in any Licensed Material or its caption or in any way from its Reproduction.
8. Miscellaneous Terms.
8.1 Unauthorized Use and Termination. Any use of Licensed Material in a manner not expressly authorized by this Agreement constitutes copyright infringement, entitling FedNet to exercise all rights and remedies available to it under copyright laws around the world. Licensee shall be responsible for any damages resulting from any such copyright infringement, including any claims by a third party. In addition and without prejudice to FedNet’ other remedies under this Agreement, FedNet reserves the right to charge and Licensee agrees to pay a fee equal to up to five (5) times FedNet’ standard license fee for the unauthorized use of the Licensed Material. FedNet reserves the right to terminate this Agreement in the event Licensee: (i) enters the Agreement after having received notice of unauthorized use from FedNet relating to the Licensed Material; (ii) provides inaccurate information regarding its proposed use of the Licensed Material at the time of entering the Agreement; (iii) fails to pay the License Fee on the due date; or (iv) otherwise breaches the terms of this Agreement. Upon termination, Licensee must immediately (I) stop using the Licensed Material; and (II) destroy or, upon the request of FedNet, return to FedNet the Licensed Material and, in the case of termination by FedNet for cause, the Licensee Work in the possession or control of Licensee.
8.2 Audit/Certificate of Compliance. Upon reasonable notice, Licensee shall provide sample copies of Reproductions containing Licensed Material to FedNet, including by providing FedNet with free of charge access to any pay-walled or otherwise restricted access website or platform where the Licensed Material is Reproduced. In addition, upon reasonable notice, FedNet may, at its discretion, either through its own employees or through a third party, audit Licensee’s records directly related to this Agreement and use of Licensed Material in order to verify compliance with the terms of this Agreement. If any such audit reveals an underpayment by Licensee to FedNet of five percent (5%) or more of the amount Licensee should have paid for the time period that is the subject of the audit, in addition to paying FedNet the amount of such underpayment, Licensee shall also reimburse FedNet for the costs of conducting such audit. Where FedNet reasonably believes that Licensed Material is being used outside of the scope of the license granted under this Agreement, Licensee shall, at FedNet’ request, provide a certificate of compliance signed by an officer of Licensee, in a form to be approved by FedNet.
8.3 Electronic Storage. For all Licensed Material that is delivered to Licensee in electronic form, Licensee must retain the copyright symbol, the name of FedNet, the Licensed Material’s identification number and any other information as may be embedded in the electronic file containing the original Licensed Material. Licensee may not make additional high-resolution copies of the Licensed Material and Licensee shall maintain a robust firewall to safeguard against unauthorized third-party access to the Licensed Material. Notwithstanding the foregoing, Licensee may make one (1) high-resolution backup copy of the Licensed Material for security purposes only.
8.4 Withdrawal. Upon notice from FedNet, or upon Licensee’s knowledge, that any Licensed Material may be subject to a claim of infringement of another’s right for which FedNet may be liable, FedNet may require Licensee to immediately and at its own expense: (i) stop using the Licensed Material; (ii) delete or remove the Licensed Material from its premises, computer systems and storage (electronic or physical); and (iii) ensure that its clients do likewise. FedNet shall provide Licensee with comparable Licensed Material (which comparability will be determined by FedNet in its reasonable commercial judgment) free of charge, but subject to the other terms and conditions of this Agreement.
8.5 Governing Law/Arbitration. This Agreement will be governed in all respects by the laws of the Commonwealth of Virginia, U.S.A., without reference to its laws relating to conflicts of law. The United Nations Convention on Contracts for the International Sale of Goods does not govern this Agreement. The prevailing party shall be entitled to recover its reasonable legal costs relating to that aspect of its claim or defense on which it prevails, and any opposing costs awards shall be offset. Notwithstanding the foregoing, FedNet shall have the right to commence and prosecute any legal or equitable action or proceeding before any court of competent jurisdiction to obtain injunctive or other relief against Licensee in the event that, in the opinion of FedNet, such action is necessary or desirable. The parties agree that, notwithstanding any otherwise applicable statute(s) of limitations, any proceeding shall be commenced within two years of the acts, events, or occurrences giving rise to the claim.
8.6 Severability. If one or more of the provisions contained in the Agreement is found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected. Such provisions shall be revised only to the extent necessary to make them enforceable.
8.7 Waiver. No action of either party, other than express written waiver, may be construed as a waiver of any provision of this Agreement. A delay on the part of either party in the exercise of its rights or remedies will not operate as a waiver of such rights or remedies, and a single or partial exercise by either party of any such rights or remedies will not preclude other or further exercise of that right or remedy. A waiver of a right or remedy on any one occasion will not be construed as a bar to or waiver of rights or remedies on any other occasion.
8.8 Entire Agreement. This Agreement is intended for Licensees of FedNet content and contains the terms of the license agreement. Terms or conditions may be updated from time to time excluding negotiated rates.  In the event of any inconsistency between the terms contained herein and the terms contained on any purchase order sent by Licensee, the terms of this Agreement shall govern.
8.9 Taxes. All License Fees are exclusive of any applicable sales, use, withholding or other transactional taxes, which are the sole responsibility of Licensee.