Last updated: November 15, 2023

This is a license agreement (“Agreement”) between Footage Firm, Inc. d/b/a Storyblocks (“Storyblocks”) and an organization ("Customer") that describes how Customer and its authorized users (each a “User”) may use Storyblocks’ content, including, without limitation, graphics, pictures, video clips, font files, audio clips, and other media content (collectively “Stock Files”) available through any Storyblocks’ website, including, without limitation, storyblocks.com (collectively, the “Platform”) based on the subscription plan including the number of Users and/or teams described in an order form signed by Storyblocks and Customer (“Customer Subscription”). Before downloading any Stock File, each User must accept the Platform Terms of Service ("Terms of Service").

1. Right to Use Stock Files

1.1 Subject to the timely payment of the fees due to Storyblocks in connection with Customer’s Subscription, Customer’s compliance with the terms and obligations herein, and all Users’ compliance with the Terms of Service, Storyblocks grants Customer a worldwide, non-exclusive, non-sub-licensable, non-assignable, non-transferable and perpetual royalty-free right to incorporate the Stock Files into any and all media, including educational, print, multimedia, games, merchandise, and other projects Customer creates (“Customer Works”).

1.2 By entering into a Business License Agreement, you represent and warrant to Storyblocks that you have the full right, power, and authorization to enter into this Agreement on behalf of your company or organization, and to bind your company or organization to the terms of this Agreement.

2. License Restrictions

2.1 No Standalone File Use or Stockpiling: Customer and its Users may not: (i) use or otherwise make any Stock File, or any portion thereof, available separate from its incorporation in a Customer Work; (ii) make any Stock File available in a manner that allows or invites a third party to download, extract, redistribute or access the Stock File as a standalone file; or (iii) use automation, such as computer scripts, to download or scrape high volumes of Stock Files or manually stockpile Stock Files without intending to use them for a particular Customer Work.

2.2 No Unlawful Use: Customer and its Users may not use any Stock File for pornographic, defamatory or otherwise unlawful purposes, whether directly or in context or juxtaposition with other material or subject matter. 

2.3 No False Representation of Authorship: Customer and its Users may not falsely represent, expressly or impliedly, that Customer or any User is the original creator of a work that derives a substantial part of its artistic components from a Stock File.

2.4 No Trademark Use: Customer and its Users may not incorporate any Stock File into a logo, corporate ID, trademark, or service mark.

2.5 No Sensitive Use:  Stock Files may not be used in connection with a subject that would be unflattering or unduly controversial to a reasonable person and any such use is a material breach of this Agreement.

2.6 No Competing Use: Customer and its Users may not use any Stock File to compete with Storyblocks or create a library of content for distribution.

2.7 NFTs: Customer and its Users may not use any Stock File in connection with an immutable digital asset intended for sale or distribution (such as a non-fungible token).

2.8 Restrictions on Machine Learning, AI, or Biometric Technology Uses: Customer and its Users may not use any Stock File (including any caption information, keywords or other metadata associated with content) for machine learning and/or artificial intelligence purposes (i.e., to train AI systems), or for any technologies designed or intended for the identification of natural persons. The foregoing is not meant to serve as a restriction on Customer’s ability to use AI to assist in Customer’s selection of Stock Files or in the creation of projects that do not transform the underlying Stock Files.

3. Additional Restrictions on Use of Audio Stock Files

Customer and its Users may use audio-based Stock Files within other projects, however in no event may a User upload or share any portion of an audio-based Stock File with any digital streaming platform (i.e., Spotify, Apple Music, Pandora, etc.), any online music service of any kind, or other public directory. When using Storyblocks audio-based Stock Files, Customer and its Users may incorporate the audio into another audiovisual work, but shall only have intellectual property rights as to the creative value added. For example, a trivial change to a music track, such as trimming its length, does not transfer ownership of the copyright in that music track and Customer cannot then resell the trimmed track as its or any User’s own work of authorship on a service like Spotify (or anywhere else). Some audio-based Stock Files may be owned by writers or publishers who are affiliated with a Performance Rights Organization (each a “PRO”). Such files will be marked accordingly, and in such cases, public performance uses may need to be reported, and royalties may need to be reported. Some of Storyblocks music is PRO-Free, including Storyblocks’ wholly owned Library, also known as Storyblocks Label. 

4. Additional Restrictions on Use of Template Stock Files

4.1 Identifiable People and/or Property. When Stock Files contain depictions of identifiable people and/or property, Storyblocks will clearly mark whether the people and/or property depicted are the subjects of release agreements (e.g., either “Model Released” or “Property Released”). If a Stock File depicting identifiable people and/or property is not marked as “Model Released” or “Property Released” (as applicable), Customer and its Users may still use such Stock Files, but must obtain any releases necessary for use in a Customer Work, and Customer’s and its Users’ use of such Stock Files is at Customer’s own risk. Storyblocks does not warrant against a third-party claim that Customer’s depiction of a person or property within a Customer Work will not subject Customer to a third-party claim.

4.2 Intellectual Property. Storyblocks may use Customer’s name and logo to publicly refer to Customer, either orally or in writing, as a customer. Storyblocks and its licensors own all right, title and interest in and to the Platform and Stock Files. No ownership or copyright in or to the Platform or any Stock File shall pass to Customer by the issuance of the rights contained in this Agreement. Except as expressly stated in this Agreement, Storyblocks grants Customer no right or license, express or implied, to any Stock File. Customer may not assert any right to revenue from a collecting society in respect of photocopying, digital copying or other secondary uses of the Stock Files contained in a Customer Work incorporating the Stock Files. Customer must notify Storyblocks if Customer becomes aware of any unauthorized use of a Stock File. Storyblocks reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any intellectual property rights or other right, title, or interest in or to the Platform or Stock Files.

4.3 License and Subscription Payment. Payment for each term is due before the term commences and within thirty (30) days from Customer’s receipt of Storyblocks’ invoice. Customer may not cancel its subscription during a term and all invoices must be paid in order to maintain Customer’s rights herein. Should there be a default in payment for a term, any Stock Files downloaded during that term will not be licensed and Storyblocks may suspend Customer's and its User’s access to all libraries. Commencing on the anniversary of each term, this Agreement shall be renewed automatically for successive one year renewal terms unless either party gives written notice to the other (at enterprise@storyblocks.com for Storyblocks) at least sixty (60) days prior to the expiration of the then current term. The fees for each renewal term will be invoiced at least 45 days prior to the upcoming anniversary date of the term. Storyblocks reserves the right to increase the subscription license price for a renewal term in an amount not to exceed five percent (5%) over the Standard Price quoted in the prior, expiring term (which does not include any transaction and/or first-year incentives or other discounts included for a prior term).  

4.4 Taxes. All payments made by and/or amounts due from Customer to Storyblocks under this Agreement shall be made without any deduction for or on account of any applicable present or future taxes (including, but not limited to, withholding taxes, sales and or use taxes, and value added taxes), fees, duties, or governmental charges imposed by any taxing jurisdiction (the “Taxes”). If any Taxes must be deducted, Customer shall pay such additional amounts as may be necessary to ensure that Storyblocks receives a net amount equal to the full amount which it would have received if no Taxes were payable. No sales or use taxes will be collected by Storyblocks unless required by applicable laws, rules, or regulations. Customer shall notify Storyblocks and be responsible for paying any applicable sales or use taxes and such additional amounts as may be necessary to ensure that Storyblocks receives a net amount equal to the full amount which it would have received if no such taxes were payable.

5.  Others Who May Access and Use the Content. Customer may permit subcontractors to use Stock Files downloaded by a User solely in connection with preparing the final version of a Customer Work and provided that such subcontractors agree to abide by the provisions of this Agreement. You may license Stock Files on behalf of a third-party client (“Client”) provided you are using the Stock Files in a completed project. This does not permit you to transfer your license for an individual Stock File to a Client. For more information on license transfers, please contact our Enterprise Sales Team. 

5.1 Seat License. Each User is required to have a unique login that is identified by first name, last name, and corresponding email address. If Storyblocks reasonably believes more than one person is using a login, this will be considered a material breach of the terms of this Agreement and Storyblocks shall have the right to suspend Customer’s and its Users’ access to Stock Files without any refund. If Customer requires additional user licenses or has a question about authorized users, contact the Storyblocks Enterprise Team at enterprise@storyblocks.com.

6. Term and Termination 

6.1 The term of Customer’s subscription will continue according to the Customer Subscription so long as all fees are paid on time. Once a subscription expires, Customer and its Users shall have no further right or authorization to download any additional Stock Files from the Platform.

6.2 Storyblocks’ subscription model is based on an unlimited download model; Users may download as much content as needed to create Customer Works. However, if there is evidence of misuse (i.e. scraping, caching, and or stockpiling content) or unauthorized access on any User account, a download limit may be put in place. The rights contained in this Agreement will terminate automatically if Customer or any of its Users fail to comply with any provision of this Agreement. Upon written notice of such termination from Storyblocks (email to suffice), Customer and its Users must immediately stop using the Stock Files.

7. Revocation. Storyblocks reserves the right to revoke the right to use any Stock File for good cause and may elect to replace such Stock File with an alternate Stock File. Upon notice of any revocation of a license for any Stock File, Customer and its Users shall immediately cease using such Stock File, shall take all reasonable steps to discontinue use of the revoked Stock File in Customer Works that already exist and shall inform all end-users and clients of same. The replacement Stock Files are subject to the terms and conditions of this Agreement.

8. Warranty and Limitation of Liability.

Storyblocks warrants that: (i) the Stock Files will be free from defects in material and workmanship for thirty (30) days from delivery (Customer’s sole and exclusive remedy for such breach is the replacement of the Stock File); and (ii) it has all necessary rights and authority to enter into and perform this Agreement. 

8.1 STOCK FILES ARE PROVIDED “AS IS.” STORYBLOCKS MAKES NO REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, QUALITY OF CONTENT, OR COMPATIBILITY WITH ANY COMPUTER HARDWARE OR OTHER EQUIPMENT, OPERATING SYSTEM, OR SOFTWARE PROGRAM. STORYBLOCKS MAKES NO REPRESENTATION OR WARRANTIES THAT THE USE OF THE STOCK FILES WILL BE UNINTERRUPTED OR ERROR FREE. Storyblocks further does not warrant against a platform like YouTube blocking a Customer Work including a Stock File based on a third party claim that a Stock File violates a copyright.

8.2 STORYBLOCKS SHALL NOT BE LIABLE TO CUSTOMER OR ANY OTHER PERSON OR ENTITY FOR ANY GENERAL, PUNITIVE, SPECIAL, DIRECT, INDIRECT, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, OR LOST PROFITS OR ANY OTHER DAMAGES, COSTS OR LOSSES ARISING OUT OF CUSTOMER’S USE OF ANY STOCK FILES, OR OTHERWISE, EVEN IF STORYBLOCKS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES. EXCEPT FOR STORYBLOCKS’ INDEMNIFICATION OBLIGATION SET FORTH BELOW IN SECTION 9.2, STORYBLOCKS’ MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH CUSTOMER’S USE OF OR INABILITY TO USE THE STOCK FILES OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT (WHETHER IN CONTRACT, TORT OR OTHERWISE) SHALL, TO THE EXTENT PERMITTED BY LAW, BE LIMITED TO THE AMOUNT OF THE LICENSE FEE PAID TO STORYBLOCKS BY CUSTOMER IN THE TWELVE (12) MONTHS PRECEDING THE EVENT THAT GAVE RISE TO THE LIABILITY. STORYBLOCKS SHALL NOT BE LIABLE FOR ANY DAMAGES, COSTS OR LOSSES ARISING OUT OF OR AS A RESULT OF MODIFICATIONS MADE TO THE STOCK FILES BY CUSTOMER OR ITS USERS OR THE CUSTOMER WORK IN WHICH STOCK FILES ARE USED BY CUSTOMER.

9. Indemnity. 

9.1 By Customer. Customer agrees to defend, indemnify, and hold Storyblocks and its parent, subsidiaries and affiliates and their respective officers, directors, and employees harmless from all damages, liabilities, and expenses (including attorneys' fees and costs), arising out of or as a result of claims by third parties relating to Customer’s and its Users’ use of any Stock File, a Custom Work apart from any Stock Files within that are used as permitted herein, or any other breach by Customer of this Agreement. Customer warrants that it will use best efforts to protect the Stock Files from improper usage. Customer agree to maintain firewalls and other security measures to prevent the accidental or intentional theft, misappropriation, or unauthorized copying of any Stock Files.

9.2 By Storyblocks. Storyblocks agrees to defend, indemnify, and hold Customer and its parent, subsidiaries, and affiliates, and their respective officers, directors, and employees, harmless from all damages, liabilities and expenses (including attorneys' fees and costs), arising out of or as a result of third-party claims that any unaltered Stock File, exactly as downloaded from the Platform, infringe or misappropriate the copyright, patent and/or trade secret rights of such third party. If a third-party claim of infringement or misappropriation is made or appears possible, Customer agrees to permit Storyblocks, at Storyblocks’ sole discretion, to (A) modify or replace the Stock File to make it non-infringing, or (B) obtain the right for Customer to continue use. This indemnification obligation will not apply: (i) to the extent that the alleged infringement or misappropriation arises from use of the Stock File within a Customer Work provided the Stock File as a standalone file separate from a Customer Work is not alleged to infringe; or (ii) to the extent the alleged infringement arises from a trademark, logo, or copyright depicted within a Stock File. THIS SECTION SETS FORTH CUSTOMER'S SOLE REMEDY AND STORYBLOCKS’ SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT A STOCK FILE INFRINGES, MISAPPROPRIATES, OR OTHERWISE VIOLATES ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH ABOVE, THE MAXIMUM AGGREGATE AMOUNT STORYBLOCKS SHALL BE OBLIGATED TO PAY PURSUANT TO THIS INDEMNIFICATION OBLIGATION IN SECTION IS THE LESSER OF $1,000,000 AND CUSTOMER’S ACTUAL, DIRECT DAMAGES.  

9.3 Procedure. Upon becoming aware of a claim, as applicable, the corresponding indemnified Party will (i) provide prompt written notice to the indemnifying Party of such claim; (ii) allow the indemnifying Party to control the defense and settlement of each such claim, and (iii) provide reasonable assistance to the indemnifying Party in connection with the defense and settlement of each such claim. Neither Party, as applicable, may settle such a claim without the prior written consent of the indemnifying Party (which consent shall not be unreasonably withheld, conditioned or delayed) if any settlement or compromise (i) admits to liability on the part of the indemnified Party; (ii) agrees to an injunction against the indemnified Party; or (iii) settles any matter in a manner that separately apportions fault to the indemnified Party. The failure of any indemnified Party to give notice of a claim as provided herein shall not relieve the indemnifying Party of its obligations under this section, the extent the failure to give such notice is not prejudicial to the indemnifying Party’s ability to defend the claim.

10. Miscellaneous Terms.

10.1 Assignment: This Agreement is not assignable by Customer without Storyblocks’ prior written consent. Storyblocks may assign this Agreement, without notice or consent, to any corporate affiliate or to any successor in interest, provided that such entity agrees to be bound by these terms.

10.2 Electronic Storage: Customer must make best efforts to protect the Stock Files from possible misuse. Whenever possible, retain the copyright symbol, the name of Storyblocks, the content identification number and any other information as may be embedded in the electronic file containing the Stock Files. Customer shall make best efforts to safeguard against unauthorized third-party access to the Stock Files.

10.3 Governing Law/Dispute Resolution:

This Agreement is governed by and construed in accordance with the internal laws of the State of Delaware, without reference to principles of conflicts of laws. Any controversy or claim arising out of or relating to this Agreement shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. Claims shall be heard by a single, neutral arbitrator, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof, accompanied by a reasoned opinion of the arbitrator. The place of arbitration shall be Wilmington, Delaware, and the arbitration shall be governed by the laws of the State of Delaware. Except as may be required by law, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties.

10.4 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.

10.5 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.

10.6 Entire Agreement: This Agreement is intended for customers of Storyblocks and along with the Terms of Service, Privacy Policy, and the terms of the Customer Subscription, contains all the terms of the license agreement between Customer and Storyblocks. No terms or conditions may be added or deleted unless made in writing and accepted in writing by an authorized representative of each party. In the event of any inconsistency between the terms contained herein and the terms contained on any purchase order or other communication sent by Customer, the terms of this Agreement shall govern.