The following is a legal agreement between you and OFFEO and/or its affiliated and subsidiary entities acting as the licensor hereunder, that determines terms and conditions under which you use Files and Videos downloaded on offeo.com ("Site") or otherwise made available to you through OFFEO. By downloading any Video, you agree to be bound by the terms of this agreement ("Agreement").

OFFEO reserves the right to make changes, additions, corrections and edits to this Agreement in separate parts or in whole at any time and you agree to be bound by such changes. Such changes are effective from the moment of their publication. If, for whatever reason, you disagree with this Agreement and do not accept its terms, you may not enter the Site and use its resources.

General Provisions

Subject to the terms and conditions of this Agreement OFFEO grants you a non-exclusive, perpetual, worldwide, non-transferable and non-sublicensable license to use Files or other Elements in connection to the creation of Video within the scope of permitted uses but does not entitle you to copyright and/or intellectual property rights in and to the Files, Elements. All copyright and/or other intellectual property rights to the Files, Elements contained in Videos you created are reserved by OFFEO and/or their respective owners/contributors.

OFFEO allows you to create videos using:

• Images, videos, or similar materials (hereinafter as "File" or "Files")
• Content, provided under public copyright licenses such as Open Font License or CC0 1.0 Universal;
• Brand Assets, graphics, illustrations and other materials (hereinafter as "Elements"); and content, manually uploaded by you.

Please note that while content on OFFEO is allowed to use for commercial and non-commercial purposes, items in the content, such as other company’s trademarks, logos, or associated imagery, other products and service names available at OFFEO website ("Branding Assets") and uses thereof may be subject to additional copyrights, trademarks etc. and may require the consent of a third party or the license of these rights. OFFEO does not represent or warrant that such consents or licenses have been obtained, and expressly disclaims any liability in this respect.

PERMITTED USE

The right and license granted herein, authorize you to use Videos you created only in the following respective ways (the "Permitted use"):

• for digital use on your website and other online resources.
• for opt-in email marketing;
• for production and development of any software provided that Videos or any digital files containing Videos cannot be extracted or otherwise detached from this software;
• for use in any Social media sites owned and/or operated by you;
• to create archive copies of Videos for further reuse.
• to create Commissioned works. By Commissioned works we mean Videos created by you for other person (for example, your client, employer or contractor).

PROHIBITED USE

You may not:

• Use Videos other than expressly authorized herein;
• Edit, alter, modify, display, post, store, archive and otherwise use Files, Elements separately from Video templates;
• Make Videos available for free download on a shared drive, service, software or website for the purpose of exchanging, transferring or distributing;
• Transfer, resell, sub-license, rent, donate or otherwise transfer Videos or rights to it to third parties
• Extract Files, Elements from Videos and/or create conditions under which Videos may be extracted from a product;
• Allow third parties access to Videos for further use.
• Use the unmodified Videos in an electronic format with resolution larger than the display resolution of the intended viewing device;
• Use Videos to create an official logo, company name, or trademark;
• Use Videos in a way that infringes File’s, Brand Asset’s or other Elements’ and/or Video’s intellectual property rights or a third party’s trademark or that would lead to a complaint about deceptive advertising or unfair competition;
• Use Videos for SPAM mailings;
• Use Videos in a way that competes with OFFEO’s business;
• Display, use or post Videos in a way that would lead to the conclusion that the model in Files and/or Videos approves of or endorses the items or services of any venture or trademark;
• Show a person depicted in Files and/or Videos in sensitive scenarios that could reasonably be considered offensive or unflattering to that person (e.g., related to mental and physical deficits, sexual or implied sexual activity or preferences, crime, physical or mental abuse or ailments);
• Use Videos for pornographic, illegal or immoral purposes;
• Use Videos in items or products that could embarrass or humiliate a person or model in Files and/or Videos;
• Use Videos for advertisement or promotion of tobacco or alcohol products;
• Display, use or post Videos in a way that would lead to the conclusion that the model in the Files and/or Videos approves of or endorses any political party, policy, candidate, or elected official.
• Download Music Pieces as a standalone by making available or in any other way exploit a music piece for the purpose of making the music piece (in whole or in part) available, on a stand-alone basis (meaning available outside of OFFEO or without being synchronized with a Video or repackage the music pieces or upload/use them (in whole or in part) as for example audio samples, sound libraries, sound effects, music beds or upload them in any music recognition systems;
• Music Pieces editing/remixing in any way that would alter the fundamental character of the portion of any music piece being used, or that would give rise to any copyright or other rights on the part of the User in the edited music piece (including without limitation that no remixes, samples or derivative works of the music pieces may be made).
• Any forbidden use of the Files, Elements and/or Videos shall be considered as intellectual property rights infringement. You shall be liable for all damages caused by such infringement, including any claims made by third parties. Also, OFFEO reserves the right to recall your license of any Video you have used in a manner considered as the infringement.

DURATION OF THE AGREEMENT

Your rights to use the Video are subject to this Agreement, and you shall enter into this Agreement after having downloaded any Video. You have the right to use the downloaded Video provided that there are not any overdue payments, chargebacks or returned payments by credit card or check on your account. If your account becomes overdue, you shall lose rights to use the downloaded Video until the overdue balance is paid in full, and you must stop using the Video or any derivative work and take all necessary efforts to stop using them until the overdue balance is paid in full. In addition, you shall reimburse OFFEO for all reasonable expenses (including attorneys’ fees) incurred in the collection of the overdue payments. OFFEO reserves the right to revoke or modify any license granted by this Agreement or replace any Video with a similar/alternative one for any reason. Ongoing usage rights are subject to your compliance with all terms and conditions set forth in this Agreement.

INDEPENDENT AUDIT

OFFEO reserves the right to audit use of the Video to verify your compliance with this Agreement. You shall make all applicable documents available for such verification. Any such audit shall be carried out at the expense of OFFEO, unless such audit discloses your overdue payment. In such case, you shall pay your overdue payment in full together with interest costs incurred during the audit period.

WARRANTIES AND INDEMNIFICATION

• OFFEO warrants and guarantees that unmodified Files uploaded and used in full compliance with this Agreement does not infringe any copyrights, moral, and intellectual property rights, trademarks, or any third parties’ rights of privacy or publicity.
• You shall be responsible for using the Video and obtaining appropriate licenses for its use. OFFEO is an authorized agent, which distributes and licenses Files uploaded by contributors.
• Videos, Files and other Elements on the Site are provided "as is" without warranty of any kind. You assume all risks associated with the quality and the use of the Video. OFFEO shall not be liable for any damages, expenses and losses incurred as a result of your use of the Video.
• You agree to indemnify and hold OFFEO, its officers, employees, shareholders, directors, managers, members, and contributors harmless against any damages or liability of any kind arising from your use of Files, Brand Assets and any other Elements, Videos or derivative works. You further agree to indemnify OFFEO for all costs and expenses that OFFEO incurs in enforcing the terms of this Agreement.

MAXIMUM AGGREGATE OBLIGATION AND LIABILITY OF OFFEO FOR ALL CLAIMS SHALL BE LIMITED TO FIVE THOUSAND UNITED STATES DOLLARS (USD $5,000).

MISCELLANEOUS

• You warrant and guarantee that you have the full right and authority to enter into this Agreement. If you do not have such a right and authority, all your Site activity will be considered a breach of this Agreement.
• The validity, interpretation and enforcement of this Agreement, matters arising out of or related to performance or breach of this Agreement, and related matters shall be governed by the laws of Singapore (without reference to the choice of law doctrine). Any legal action or proceeding concerning the validity, interpretation and enforcement of this Agreement, matters arising out of or related to performance or breach of this Agreement, and related matters, shall be brought exclusively in the country of Singapore. All parties consent to the exclusive jurisdiction of those courts, waiving any objection to the propriety or convenience of such venues. The United Nations Convention on Contracts for the International Sale of Goods does not apply to or otherwise affect this Agreement.
• This Agreement constitutes the entire agreement between you and OFFEO with regard to the subject matter hereof. No waiver, consent, modification or change of terms of this Agreement shall bind OFFEO unless in writing signed by OFFEO. By entering into this Agreement, you waive terms set forth in any similar document that are in addition to or at variance with the terms of this Agreement. All such terms are considered by OFFEO as significant changes of this Agreement and are rejected. If you execute a separate agreement with OFFEO, concluded with a wet stamp, OFFEO has the right to change the list of permitted and forbidden ways of using the Video. Any such changes will be described and recorded in the amended agreement; however, these changes will not be made to the common Agreement published on the Site.
• If OFFEO commences any action or proceeding against you to enforce or interpret this Agreement, OFFEO shall not be liable for any fees, expenses and attorneys’ fees (including all related costs and expenses), incurred in connection with such action or proceeding and in connection with obtaining and enforcing any judgment or order thereby obtained.
• This Agreement and the rights and obligations hereunder, may not be assigned, in whole or in part by you, without the prior written consent of OFFEO, and any unauthorized assignment or transfer shall be prosecuted.
• This Agreement and all related documents are written in English. Any translation hereof or of any versions in a language other than English shall be for convenience only. In the event of any discrepancy between this English version and any other version, the English version shall supersede.
• Captions and headings contained in this Agreement have been included for ease of reference and convenience and shall not be considered in interpreting or construing this Agreement.
• By downloading the Video, you acknowledge that you have read this Agreement and agree with the other documents governing the work of the Site and the use of Videos.
• Depending on your billing address (indicated in your user profile), IP-address and other similar criteria, your invoices may be payable to OFFEO or its affiliated and subsidiary entities acting as the licensor hereunder. By entering into this Agreement, you verify that information you provided to determine your country of residence or registration is complete, true and accurate.

BY ENTERING INTO THIS AGREEMENT, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT AND HAD AN OPPORTUNITY TO SEEK INDEPENDENT LEGAL ADVICE PRIOR TO ENTERING INTO THIS AGREEMENT. IN CONSIDERATION OF OFFEO AGREEING TO PROVIDE THE VIDEOS, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.

IN THE EVENT OF A BREACH OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, OFFEO RESERVES THE RIGHT (WITHOUT PRIOR NOTICE) TO SUSPEND YOUR ACCOUNT AND RECALL LICENSES ON DOWNLOADED VIDEOS.

IF YOU HAVE ANY DOUBTS AS TO WHETHER THE INTENDED VIDEO USE IS COVERED BY A CHOSEN LICENSE, PLEASE CONTACT OUR SUPPORT SERVICE FOR CLARIFICATION BEFORE DOWNLOADING ANY VIDEO.