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 the Website.

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 to writing.

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 use in this paragraph and any of the foregoing specific terms of use, 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 devices.

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.

1.18 Privacy

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 enquiries@stockoptions.co.za.

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 applicable.

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 shots.

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 whatsoever.

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 therein.

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 Laws.

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 out below.

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 be non-exclusive

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 consent.

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 account.