Business Standard (DEFAULT)

Non-Exclusive, Commercial, No Modification, Attribution Required, Worldwide, Unlimited, Perpetual Use

License Terms & Conditions

9.1 License Grant

Upon receipt of full payment of all Costs due under this Agreement, Innov8 Digital Media (CogniTech Systems LTD) grants to the Client a non-exclusive, commercial, worldwide, perpetual license to use the Content and Deliverables for the Applications specified in the Statement of Work, subject to the restrictions set forth in this Agreement.

9.2 Restrictions

The Client agrees and acknowledges that:

1. Innov8 Digital Media (CogniTech Systems LTD) retains all Intellectual Property Rights in the Content and Deliverables;
2. The Client shall not modify, edit, alter, crop, reformat, or otherwise change the Content or Deliverables in any way without prior written permission from Innov8 Digital Media (CogniTech Systems LTD);
3. The Client shall not create derivative works based on the Content or Deliverables, including but not limited to re-edits, compilations, or new videos using portions of the original Content;
4. The Client shall provide proper attribution to Innov8 Digital Media (CogniTech Systems LTD) in all uses of the Content and Deliverables in a form substantially similar to: "Video/Content produced by Innov8 Digital Media" or as otherwise specified in the Statement of Work;
5. The Client shall not transfer, sublicense, or assign the license granted under this Agreement without the prior written consent of Innov8 Digital Media (CogniTech Systems LTD).

9.3 Breach of License

In the event that the Client breaches any of the license restrictions in clause 9.2:

1. Innov8 Digital Media (CogniTech Systems LTD) reserves the right to immediately terminate the license granted under this Agreement;
2. The Client shall be liable to pay Innov8 Digital Media (CogniTech Systems LTD) a fee equivalent to three (3) times the original project Costs for any unauthorized modifications or derivative works;
3. The Client shall be liable to pay Innov8 Digital Media (CogniTech Systems LTD) a fee equivalent to two (2) times the original project Costs for any failure to provide proper attribution;
4. The Client shall immediately cease all use of the Content and Deliverables and return or destroy all copies as directed by Innov8 Digital Media (CogniTech Systems LTD);
5. Innov8 Digital Media (CogniTech Systems LTD) reserves all rights to pursue additional legal remedies for copyright infringement and breach of contract.

9.4 Technical Measures

Innov8 Digital Media (CogniTech Systems LTD) may employ digital watermarking, metadata embedding, or other rights management technologies in the Content and Deliverables to protect against unauthorized use and to verify compliance with these terms. The Client agrees not to remove, alter, or circumvent any such technologies.

9.5 Third Party Materials

The license granted in this clause 9 excludes any Third Party Materials incorporated into the Content or Deliverables, which shall remain subject to the terms of their respective licenses. Innov8 Digital Media (CogniTech Systems LTD) shall inform the Client of any restrictions associated with Third Party Materials.

9.6 Reservation of Rights

All rights not expressly granted to the Client under this Agreement are reserved by Innov8 Digital Media (CogniTech Systems LTD). For the avoidance of doubt, Innov8 Digital Media (CogniTech Systems LTD) retains the right to use the Content and Deliverables for its own promotional, portfolio, and marketing purposes as set out in clause 15.2.

9.7 Behind-the-Scenes Content

For the avoidance of doubt, the license granted in this clause 9 does not extend to any behind-the-scenes footage or photographs, which shall remain the exclusive property of Innov8 Digital Media (CogniTech Systems LTD) as set out in clause 20.

9.8 Survival

The provisions of this clause 9 shall survive the termination or expiration of this Agreement.