1.1 This document constitutes an agreement between you, the User and
Stock Options ("SO") who conducts the business of licensing
"stock footage" in the form of cinematograph and other images,
animations, films, videos or other audio/visual representations recorded
in any format, including but not limited to digital and analogue format
("the Image/Imagery"). SO, its licensors, suppliers and affiliates
have substantial exclusive intellectual property rights in the Imagery,
including without limitation trade mark and copyrights ("the Proprietary
Works") none of which are diluted, assigned or otherwise transferred
by the terms and conditions of this agreement.
1.2 The following terms and conditions govern all uses of the Website
and its Content: ("Content" includes the Proprietary Works and
the Images as well as all technical and creative design)
1.3 By accessing, registering on, and/or using the Website, you agree
to all of the terms of this agreement. If you do not agree to any of the
terms of this agreement, then you may not access, use, copy from, transmit
through or distribute via the Website.
1.4 This agreement is the whole agreement between you and SO in respect
of the access to and use of the Website and the Content and accordingly
you must carefully read the following terms and conditions before using
1.5 SO reserves the right from time to time to add to, detract from,
and generally amend the terms and conditions of this agreement. Any altered
terms and conditions of this agreement will become effective upon the
altered agreement being posted to the Website. As such, you are advised
to refer to the terms and conditions of this agreement each time you access
and use the Website.
1.6 SO reserves the right to revoke all rights in this agreement without
notice, at any time, and for any or no reason whatsoever. All rights of
any kind in the Website which are not expressly granted in this agreement
are entirely and exclusively reserved to and by SO. Subject to the further
terms of this agreement, you may not commercially exploit, rent, lease,
modify, translate, reverse engineer, decompile, disassemble or create
derivative works based on the Website and/or the Content.
1.7 All copyright subsisting in the Content and the compilation thereof,
is owned either by SO or any of its licensors, suppliers and affiliates
and is protected by South African and International copyright laws. All
rights in and to the Content is expressly reserved and retained by SO
or its licensors, suppliers and affiliates, as the case may be.
1.8 Except as expressly provided in this agreement, you are not granted
a license or any other right to use or exploit in any way the Proprietary
Works and/or the Content. You agree and acknowledge that any derivative
works made by you of the Proprietary Works and/or the Content are the
property of SO or its licensors, suppliers and affiliates, as the case
may be, and no assignment or transfer or general right of use therein
is acquired by you unless agreed to between yourself and SO and reduced
1.9 All Content downloaded or otherwise copied from this Website may
only be used, stored and/or presented, regardless of format, in conjunction
with all copyright, trade mark or other proprietary notices used in conjunction
with the Content on the Website.
1.10 Subject to the terms and conditions below, you are provided a limited
personal non-exclusive non-transferable revocable non-commercial license
to access and use the Website and the Content. Under no circumstances
are you entitled to sub-license access to and/or use of the Website. The
general terms and conditions of use of the Website and Content as contained
in this paragraph are to be read in conjunction with the Terms governing
supply of Materials (as defined below), and Rights Protected License Terms.
In the event of a conflict between the general terms and conditions of
the specific Terms governing the supply of Materials, or the Rights Protected
License Terms, as the case may be, shall prevail.
1.11 The term of this agreement is indefinite, subject to SO's right
to terminate this agreement within its sole and unfettered discretion,
without cause, reason, and without penalty, at any stage, without notice,
and whether in respect of only one or more users.
1.12 If you use the Website and/or the Content contrary to the terms
and conditions of this agreement, then this agreement will automatically
terminate, upon which you may not access, use, copy, transmit, distribute,
or communicate at or via the Website or the Content.
1.13 You may not make access to the Website available to others in connection
with a service provider, application service provider or similar business,
or commercially exploit or use the Website in respect of internet access
or design services to third parties.
1.14 You are specifically prohibited, without the prior written permission
of SO, from charging for, or requesting donations in connection with the
use of the Website; making commercial use of the Website; altering or
modifying the Website; or assisting or giving any third party the permission
to do any of the acts outlined in this clause.
1.15 You may not use hacker or cracker technologies or applications to
test or penetrate the Website, Content protected by Content Management
Systems, data or data bases in or on the Website, secure service systems
or any other form of secured information, or to monitor or intercept private
or personal communications. You may not remove security features such
as (but not limited to) watermarks and other embedded digital tracking
1.16 You may not frame nor use framing technologies to enclose and/or
incorporate the Website or the Content nor any part thereof within another
website or any other electronic information presentation medium without
the express written consent of SO.
1.17 No Warranty, Limitation of Liability
By your use of the Website, you assume the entire risk in access to and
use of the Website. This Website, and all accompanying files, data and
materials, are provided "as is" and contains or includes no
warranties of any kind, whether express or implied. SO does not make any
representations, endorsements or warranties, express or implied, concerning
the availability, currency, accuracy or completeness of the Website or
the Content or the reliability of any advice, opinions, statements or
other information displayed or made available through the Website, nor
any representations, warranties or conditions of title or implied warranties
or conditions of merchantability or fitness for a particular purpose.
In particular, SO makes no warranty in respect of malicious code. SO
does not test for malicious code. You acknowledge and accept your responsibility
to provide adequate anti-virus software. Good data processing procedure
dictates that any program be thoroughly tested with non-critical data
before relying on it. SO also makes no warranty in respect of secure communications.
This Website is accessible via the internet, and any communications transmitted
via application programs on the internet are susceptible to monitoring
and interception. You are urged to exercise restraint and caution in all
communications, to ensure that all communications are conducted only during
secure service sessions, to avoid any communication or interaction with
unknown persons, and to avoid providing any confidential, sensitive or
personally-identifying information to any unknown third party.
This limitation of warranty constitutes an essential part of this agreement.
In no event shall SO, its principals, licensors, shareholders, officers,
employees, affiliates, contractors, subsidiaries, or parent organisations,
be liable for any direct or indirect, special or consequential, or other
damages whatsoever (including, without limitation, injury to person or
personality, lost profits, lost or damaged data or databases, business
interruption, loss of information, programs or other data) relating to
the use of the Website or the Content. In addition, in no event does SO
authorise you to use the Website in applications or systems where the
Website's failure to perform can reasonably be expected to result in a
patrimonial loss, mental or physical injury, or in danger to or loss of
life. Any such use is entirely at your own risk, and you agree to hold
SO harmless from any claims or losses relating to such unauthorised use.
SO respects your right to privacy. We may, however, require certain information
about you in order to provide the services we offer. This information
may include, without being limited to: your name; e-mail address; and
telephone number, all of which will be asked of you when you register
on the Website. The required fields are indicated and you are under no
obligation to provide any additional information.
By providing us with this information, you consent to SO using this information
as outlined in this agreement, which should be read and interpreted in
conjunction with the terms and conditions applicable to the use of any
Image. SO will be entitled to share this information with such of its
affiliates as may be required to provide the services offered. We agree,
however, that we will not divulge any of this information to other parties
who have no right or reason to receive it.
You may elect not to provide any information, but this may limit the
functionality of this Website.
We may place links on this Website to enable you to link to other sites.
This does not imply an endorsement of these sites in any way. SO does
not accept any responsibility for privacy issues on other websites as
they do not fall within our control.
SO reserves the right to disclose your information if so required by
law, or should we believe that doing so is reasonably necessary to respond
to claims, to protect the rights of our licensors or suppliers, the company,
or public in general.
SO will request you upon registration whether you want to receive upcoming
news and promotional material from us. Your decision simply requires you
to check the appropriate box. You are free to change your mind about this
(or give us revised details) at any time in the future, by contacting
1.19 Governing Law: This agreement, as well as the terms and conditions
applicable to the use of the Images, shall be interpreted, construed and
governed by the laws of the Republic of South Africa and all disputes
arising out of or relating thereto shall be adjudicated by a South African
court with competent jurisdiction. By accessing the Website, you agree
to submit yourself to the exclusive jurisdiction of any South African
court with competent jurisdiction.
2.1 The specific terms and conditions upon which you may use all analogue
or digital media or connections containing and/or delivering the Imagery
and related products ("the Materials") as well as the services
to be rendered by SO in respect of the Materials, are set out below. These
terms and conditions are to be read in conjunction with the general conditions
of use of the Website contained in paragraph 2. In the event of any conflict
between the specific conditions applicable to the Materials with the general
conditions of use of the Website, the terms and conditions applicable
to the Materials shall prevail. For purposes of the remainder of this
document, the following terms have been defined:
"Analogue Materials" includes, but is not limited to video
tapes, film negatives or prints or any reproduction on physical media;
"Digital Materials" means all information and Imagery received
via digital media whether from the Website or howsoever delivered or made
available by SO;
"License Agreement" means the license to be granted to you
by SO authorising the use of Imagery, whether in respect of Analogue or
Digital Materials. "License Fees" means the fee payable by you
to SO in consideration of the grant of such license.
2.2 Payment Terms, Fees and Charges
2.2.1 Fees for Materials and services: An order in respect of Materials,
custom searches, Rights and Clearances research, preview and/or final
Digital or Analogue Material and License Fees will be required prior to
the rendering of the services requested and before any costs are incurred
by SO. A written order incorporating the quoted amount is a pre-requisite.
This quoted amount represents an estimate only, and is subject to (but
not limited to) factors such as verification of actual usage. SO reserves
the right to amend their fees, and to charge additional fees where reasonably
Where SO is retained to obtain clearances for Imagery belonging to other
parties, SO makes no representations regarding the availability of the
required rights to use an Image, The research fee shall be payable notwithstanding
the fact that the rights required may not be obtainable, or may be considered
too expensive. Additional charges may be levied for any additional search
required if the initial search and supply of preview Material are not
successful, or if the brief is amended or substituted.
2.2.2 For clients paying in South African Rands (ZAR): Any fluctuations
in the exchange rate (with respect to the currency in which licenses,
services or goods are to be purchased outside of South Africa) are to
be calculated on the actual date of payment, and at the rate of exchange,
including applicable bank charges, obtained by SO. Any deficit resulting
from variances in the exchange rate shall be invoiced and payable before
the License Agreement is valid.
2.2.3 Shots/clips: For purposes of the License Agreement, a shot or clip
is defined as a single contiguous sequence of continuous cinematograph
images, as originally recorded, which appears on-screen uninterrupted
by any other cinematograph image. Segments of the same shot, edited apart
in a production, are considered as separate shots and are charged individually.
Likewise, repetitions of shots within a production are considered separate
2.3 Analogue Materials
2.3.1 Return of Materials: All Materials remain the property of SO. Preview
tapes are to be returned to SO, unless otherwise agreed. All film and
video master elements not physically incorporated into the production
must be returned to SO within 21 days of completion of the final edit,
or in any event no later than the date of first use, flighting or exhibition
of the production. You are responsible for all costs attendant to the
return of Materials.
2.3.2 Research: The charge to conduct a search for the supply of preview
Analogue Material (if applicable) must be agreed with SO in advance. An
additional charge (to be likewise agreed in advance) will be levied for
any additional search required if the results of the initial search and
supply of preview Analogue Material are not successful or if the brief
to SO is amended or substituted. Any and all quotations for the supply
of final Analogue Material are provisional estimates only and subject
to amendment once the actual costs to SO of procuring such final Analogue
Material have been determined.
2.3.3 Release Agreement: A Release Agreement must be signed prior to
release of Final Material... Unauthorised use or release of the Imagery
constitutes copyright infringement and is a violation of South African
and International Copyright Laws. POSSESSION OF ANY IMAGERY DOES NOT CONFER
THE RIGHT TO USE OR RELEASE SAME FOR ANY PURPOSE WHATSOEVER. Any Imagery
supplied by SO, including but not limited to preview Material that is
adopted for use by you, shall be deemed to be Final Material
2.3.4 Loss, Damage or Delays: SO shall not under any circumstances be
liable for loss, damage or delays in respect of film or video Material
in analogue or digital form or masters of any Digital Materials supplied,
whether caused by SO or its agents or its sub-contractors arising out
of or in connection with the duplication or transmission of such Material,
transportation, customs clearance or the supply of Material. Although
all final Materials are carefully scrutinised, SO can take no responsibility
in the event that any deficiencies in Materials supplied are encountered
during reproduction and post production stages. SO shall not be liable
for any consequential loss or damage or any loss of profits of any nature
2.3.5 Rights are granted only when the original License Agreement has
been returned to SO signed by a duly authorised representative of you,
the licensee/applicant licensee, and all fees and expenses have been fully
paid and a copy of the completed named production has been viewed by Stock
Options so as to confirm the usage of all the Imagery provided by SO incorporated
2.3.6 A copy of the completed production must be provided to SO on VHS
or low res digital files within 21 days of completion of the final edit.
You will bear all costs associated with delivery of this video tape.
2.3.7 "Kill fees": Final Material ordered by you but not used
will be charged at the same rate as Final Material used by you. Any discounting
of such non-use fees ("kill fees") will be at the sole discretion
of SO, and will apply to video elements only. No kill fees will apply
to any Imagery involving the use of original film elements supplied.
2.3.8 Non-exclusivity. Your rights in and to the Imagery provided by
SO and licensed in terms of this agreement shall be non-exclusive.
2.3.9 Basis of license. Imagery is to be licensed on the basis of a single
version of a named production, in a medium, territory and for a license
period as specified on the License Agreement. Any other use will constitute
unauthorised use, and shall attract an additional license fee. Rights
that may be granted in terms of the License Agreement are in respect of
the named production only, and not for any re-cut or re-edit of the original
production irrespective of whether or not such re-cut or re-edit is used
in a different version of the production of the same title.
2.3.10 Model and other releases. No model release or other releases exist
for any Imagery unless the existence of such release is specified in writing
by SO. In the event that SO erroneously advises you that the Imagery is
released when it is not, the limit of SO's liability shall be no more
than the amount that you paid SO for the license to use the Imagery. In
the event that an Image is identified as "model released" this
does not include any underlying rights nor the privacy or publicity rights
of any individual, association of individuals, property, product, service
or trade mark. Any release for individuals, property and the like appearing
in the Imagery, or permissions from their respective unions, guilds, associations,
if required, are to be obtained by you at your own expense.
2.3.11 License Availability and Limitation of Liability: As soon as possible
after delivery of the Analogue preview Materials, you should inform SO
as to the Imagery that you wish to license so that SO can verify that
the Imagery is available for your use. Please understand that despite
SO's best efforts, errors sometimes occur with respect to licensed rights
that may be available with respect to particular Imagery caused by, among
other things, illegal, unreported, or unrecorded sales history. IF THIS
SHOULD HAPPEN, AND SO IS AT FAULT FOR THE ERROR SO's LIABILITY WILL BE
LIMITED TO THE AMOUNT YOU PAID SO FOR THE LICENSE TO USE THE IMAGERY.
All use of the Imagery to be licensed will be regulated by the terms of
the License Agreement set out below.
2. 4 Digital Materials
2.4.1 Browsing of Imagery: You may view the clips contained in the Website
by clicking on the appropriate icon below each frame and you may download
any of the Imagery so viewed for approval purposes only. In the event
that you inform SO that you wish to license the use of any of the Imagery,
such Imagery may not be used or reproduced in any way until such use has
been duly authorised in accordance with the terms of the License Agreement
contained in paragraph 4 below.
2.4.2 Use of Imagery: You may download digital Imagery for approval purposes
from the Website or other low-resolution digital media without charge.
You may also order higher-resolution clips or compilations in digital
form ("digital screeners") or in analogue form ("screening
tapes") for similar purposes. Such Imagery may only be used for offline
edit and approval purposes. In the event that you inform SO that you wish
to license the use of any digital Imagery, such Imagery may not be used
or reproduced in any way until SO issues a license granting you the right
to use the Imagery for the use specified on the invoice and for no other
purpose. Unauthorised use or release of the Imagery constitutes copyright
infringement and is a violation of South African and International Copyright
2.4.3 Model Release: No model release or other releases exist for any
Image unless the existence of such release is specified in writing by
SO. In the event that SO erroneously advised you that the Imagery is released
when it is not, the limit of SO's liability shall be no more than the
amount that you paid SO for the license to use the Imagery. In the event
that the Imagery is identified as "model released" this does
not include any underlying rights nor the privacy or publicity rights
of any individual, association of individuals, property, product, service
or trade mark. Any release for individuals, property and the like appearing
in the Imagery, or permissions from their respective unions, guilds, associations,
if required, are to be obtained by you, as the applicant licensee, at
your own expense.
2.4.4 Return/destruction of Imagery: In the event that you have downloaded
Imagery in digital format from the Website or from any other means enabled
by SO, you shall be obliged to return and/or destroy and/or erase all
Imagery and copies thereof, in any form whatsoever, in your possession
or under your control within 14 (fourteen) days from the date that the
Imagery was first downloaded or received, unless a license is subsequently
granted to you to use the particular Imagery, in which case you shall
only be obliged to return and/or destroy and/or erase the Imagery upon
completion of the final edit in respect of which the Imagery is to be
used, or the date on which the production is first exhibited. You shall
confirm in writing that all Imagery and copies thereof have been destroyed
and/or erased if so requested by SO.
2.4.5 Loss or Damage: In the event of loss or damage to any digital Imagery,
irrespective of the cause thereof, you shall be obliged at your own cost
and expense to replace such lost or damaged Imagery.
2.4.6 License Availability and Limitation of Liability: As soon as possible
after downloading of the digital Imagery, you should inform SO as to the
Imagery that you wish to license so that SO can verify that the Imagery
is available for reproduction. Please understand that despite SO's best
efforts, errors sometimes occur with respect to licensed rights that may
be available with respect to particular Imagery caused by, among other
things, illegal, unreported, or unrecorded sales history. IF THIS SHOULD
HAPPEN, AND SO IS AT FAULT FOR THE ERROR SO's LIABILITY WILL BE LIMITED
TO THE AMOUNT YOU HAVE PAID STOCK OPTIONS FOR THE LICENSE TO USE THE IMAGERY.
Once you have notified SO that you wish to license the use of any digital
Imagery, SO shall deliver Final Material of the Imagery to be licensed
to you upon receipt of your order and/or payment. SO will use its best
endeavours to accommodate all requests but cannot warrant that Imagery
will be available in the format of choice. All use of the Imagery so provided
shall occur in accordance with the terms of the License Agreement set
3.1 The terms and conditions under this heading shall apply in the event
that you enter into a License Agreement with SO. These terms and conditions
are to be read in conjunction with the other terms and conditions contained
in this agreement. In the event of a conflict or contradiction between
the terms of the License Agreement and the remaining terms and conditions
the provisions of this paragraph shall prevail.
3.2 These terms and conditions apply to any Analogue Materials which
may be provided to you by SO or any Digital Materials which may be downloaded
from the Website, FTP, or otherwise provided by SO pursuant to a License
Agreement. Such license will be granted to you only once SO issues an
invoice granting you the right to use the Materials and Imagery for the
uses specified on the invoice. Such use will be subject to the terms and
conditions set out below.
3.3 Limited Use of Rights: Unless otherwise specifically stated, all
Imagery, whether contained in Digital or Analogue Materials, is copyrighted
and remain the property of SO, its licensors, affiliates and suppliers.
Upon payment of the invoice submitted by SO a license is granted to you
to use the Imagery indicated only for the use specified on the invoice
and for no other purpose. The license is only effective and the rights
granted may only be exercised after you have paid the invoice in full,
provided that all usages have been accurately declared. Such use is granted
for the Territory/ies specified on the invoice. ALL LICENSES ARE NON-EXCLUSIVE
UNLESS THE INVOICE STATES OTHERWISE. All Imagery is copyrighted and protected
by the intellectual property laws of South Africa as well as international
intellectual property laws. You do not acquire any right, title or interest
in or to any of the Imagery, including, without limitation, any electronic
reproduction other than as specified herein. All rights not specifically
granted on the invoice are reserved for SO's use and future disposition
without any limitation whatsoever. Any additional rights, time period,
and other uses of the Materials are to be arranged with, and must be granted
by, SO in writing. Any additional rights or extensions will be valid only
upon signing of a revised License Agreement which fully and accurately
describes the actual usage of the Imagery. SO makes no representations
as to the future availability of any additional rights which may be required.
3.4 No Warranty: SO gives no warranties in respect of any of the Imagery
or other Material licensed in terms of the License Agreement or referred
to in these terms and conditions, unless explicitly stated to the contrary
in the License Agreement. It is specifically recorded that the supply
of the Imagery cannot be construed as implying or warranting that all
underlying rights, such as, but not limited to, performance rights, publishing
rights, property rights, statutory and other approvals are obtainable
or have been obtained. You assume full and absolute responsibility for
any use, alternatively release, which you may make, alternatively allow
of such Imagery or any Material contained therein. You hereby indemnify
and hold SO, its licensors, affiliates and suppliers harmless against
any liability, loss or damage arising out of or in connection with such
use or release or otherwise arising out of or in connection with the License
Agreement or any use or release of Imagery by SO to yourself in terms
hereof, including but not limited to reasonable attorney's fees, indirect
and consequential damages and loss of profit. It is recorded and agreed
that your rights in and to the Imagery licensed in terms hereof shall
3.5 On-screen credits: SO reserves the right to insist on it being named
in on-screen credits on any production other than commercials.
3.6 A copy of the completed production must be provided to SO on VHS/U-matic
videotape, or low res digital files, within 21 days of completion of the
final edit. You will bear all costs associated with delivery of this video
tape to SO.
3.7 Responsibility For Use/No Improper Use: You agree not to use the
Imagery in any defamatory, libellous, or pornographic context or contrary
to ethical business practices whether by physical changes to any Imagery
or by any accompanying text, context, or otherwise. You may also not use
any aspect of the Imagery for any unlawful purpose, in media containing
sexually explicit scenes of any kind or in any other sensitive context,
including without being limited to context relating to criminal activity,
substance abuse, mental condition, religious, political or racial bias
and HIV/Aids, nor for uses which, in the sole discretion of SO, may result
in a negative or unfavourable connotation to any person, place or product,
including without derogating from the generality of the foregoing, use
to defame any person, to violate any right of privacy or which would infringe
any copyright, trade mark or any other intellectual property rights. You
shall not use any Imagery depicting a person accompanied by a fictitious
name, or use Imagery for purposes of endorsement, without SO's prior written
3.8 Indemnity: You hereby indemnify and hold SO, its licensors, affiliates
and suppliers and cinematographers harmless against any and all liabilities,
claims, and expenses, including but not limited to reasonable attorney's
fees, indirect and consequential damages and loss of profit, arising from
your use of any Imagery or Material.
3.9 Payment: In the absence of an approved credit arrangement, terms
are strictly C.O.D. Where a credit arrangement exists, invoices are payable
upon 30 (thirty) days of receipt. A finance charge of 2% (two percent)
per month will be applied on all unpaid balances.
3.10 Default: In the event of non-payment or other breach of this agreement
by you, any license obtained may be invalid, and you shall pay all of
SO's costs and expenses incurred in connection with enforcement of the
terms of this agreement, including SO's reasonable attorney's fee on the
attorney and own client's scale.
3.11 Unauthorised Use: Any usage without a valid License Agreement constitutes
unauthorised use. In the event that you utilise any Imagery or Materials
for any use other than that indicated on the invoice, including but not
limited to the number of uses, territory or the medium utilised, SO may,
in its sole discretion, agree to forego its right to sue for copyright
infringement only if you pay, as liquidated damages, a sum equal to three
times the normal price SO would have charged for each unauthorised use
within 10 (ten) days of receipt of invoice for such fees. Should you fail
to timeously make such payment, this liquidated damage provision may be
declared void in SO's sole discretion and SO shall have the right to sue
for copyright infringement and breach of contract. Your failure to reject
this, or any other provision of this invoice in writing within 5 (five)
days of receipt thereof shall be taken to mean that you accept these terms.
SO shall be entitled in its discretion to recover damages in lieu of any
amount due in terms of this clause. Nothing in this clause shall affect
SO's right to cancel the License Agreement and/or to obtain an appropriate
interdict upon breach of any terms thereof by you.
3.12 Governing Law: It is agreed that all disputes arising out of or
in connection with this agreement shall be determined in accordance with
the laws of South Africa and you hereby submit yourself to the exclusive
jurisdiction of a South African court with competent jurisdiction.
3.13 Any fluctuations in the exchange rate calculated on date of payment
will be billed accordingly and shall be for the applicant Licensee’s