LICENCE AGREEMENT

THIS IS A LEGAL AGREEMENT BETWEEN YOU (YOU), AND Innit Digital, PO Box 1110, Elwood, Melbourne, Victoria 3184, Australia, ABN # 77 094 576 683.

PLEASE READ THE FOLLOWING TERMS AND CONDITIONS. YOUR ACCEPTANCE OF THESE TERMS IS AN ABSOLUTE CONDITION OF ACCESS TO AND USE OF ANY CLIPS. ID reserves the right to change any of the terms of this Licence Agreement at any time, and you agree to be bound by such changes in subsequent transactions. If you do not agree to the following terms, do not licence any of the Clips.

1. Licence Agreement

1.1 All Clips made available via the InnitTV site (the Site) are protected by copyright and shall remain the sole and exclusive property of ID or its licensors. Use of the Clip(s) is licensed (limited rights granted, no outright sale is made), pursuant to the terms of this License Agreement.

1.2 This Licence Agreement may be entered into by any single individual (over 18 years of age), legal entity (corporation, partnership, LLC, sole proprietorship, etc.), or agent acting on behalf of a single individual or entity.

1.3 You agree that as soon as You submit an order ID will begin providing you with their service and you are entitled to be delivered the Clips. Because ID immediately starts delivering the Clips to you as soon as you submit an order, if you choose to cancel we are not required to provide you with a refund.

2. Grant of Rights

2.1 ID hereby grants to You a non-exclusive licence to copy, reproduce, reformat, store, edit and incorporate the Clips within a Production and to exploit the Clips solely within another Production in all media, worldwide in perpetuity subject to the provisions of this Licence Agreement (the Rights). NO STAND ALONE USE OF THE CLIPS IS PERMITTED.

2.2 This licence is personal to You and You will not assign or transfer this licence nor any of the rights granted to you under this Licence Agreement.

2.3 You hereby assign the copyright in any edited or adapted version of the Clips created by you or on your behalf to ID in consideration of the Rights.

2.4 All rights not expressly licensed to You hereunder are reserved exclusively to ID. Permitted uses

2.5 You may, subject to 2.6 below: (i) use the Clip(s) in any audiovisual content in any media; (ii) use the Clip(s) in connection with your business or entity, e.g. corporate identity and marketing; (iii) back up and store single Clip(s) as necessary on a single server for archival, tracking or asset management purposes only. Any copy or archive you make must include copyright notice pursuant to clause 2.8; (iv) use Clip(s) in any electronic or print media, including advertising and editorial use, provided such use is not intended to allow the re-distribution or re-use of the Clips(s); (v) modify or alter the Clips as necessary for your use, subject to the terms of this Agreement and provided that if such modification or alteration constitutes a deriGSTive work you do not acquire any copyright ownership or equivalent rights in or to any of the Clips and you shall only use such deriGSTive work in accordance with this Agreement; (vi) use the Clip(s) for any other uses approved in writing by ID. Prohibited Uses

2.6 You may NOT: (i) sublicense, distribute, transfer or assign the Clip(s) or rights to the Clip(s) other than as incorporated within a Production NO STAND ALONE USE ALLOWED; (ii) reverse engineer, decompile, disassemble, copy or reproduce the Clip(s), except for the purpose of formatting, editing and incorporation within a Production; (iii) use the Clip(s), or any part of the Clip(s), as part of a trademark, service mark, or logo; (iv) use the Clip(s) to compete with IDs clip licensing business; (v) use the Clip(s) in a product or service whereby the Clip(s) can be used other than as part of the Production; (vi) use the Clip(s) in any standalone downloadable format intended for multiple distribution including, without limitation, templates, web site templates, software products, e-greetings, etc.; (vii) use the Clip(s) in any way that could be considered defamatory, pornographic, libellous, immoral, obscene, fraudulent, illegal, or which is likely to impair its meaning, quality or integrity or in any manner which is likely to bring ID and/or the underlying rights owner into disrepute, either by making physical changes to it, or by its position relative to accompanying text or content, or otherwise; (viii) without advance written consent from ID and any persons in such Clip(s), use Clip(s) that as part of any sensitive subject matters, as determined by ID - sensitive subject use pertains to both how the content is used commercially and how it is editorially presented. Availability of actor releases does not grant the right to use Clip(s) in any sensitive subject matters; (ix) use the Clip(s) beyond any limitations or restrictions noted on the InnitTV Website. Additional Terms

2.7 ID reserves the right to not permit use of any Clip(s) for any reason whatsoever; and notify you that certain Clip(s) are no longer available for use. Upon such notification, the license to use such Clip(s) shall automatically and immediately terminate. In such circumstances, ID reserves the right to replace Clip(s) with an alternative equivalent Clip for any reason. Upon notice of such replacement, the license for the replaced Clip(s) immediately, and automatically terminates for any use of the Clip(s) that has not already started, and this License Agreement shall automatically apply to any replacement Clip(s). You agree not to use any replaced Clip(s) in future products or services and you shall take all reasonable steps to discontinue use of the replaced Clip(s) in existing products or services.

2.8 ID requires that the copyright notice [insert current year] InnitTV appear adjacent to the Clip(s) or on a credit page.

3. Fees and Clearances

3.1 In consideration of the Rights granted in section 2 above, you agree to pay the Licence Fee. Where GST is chargeable it will be shown separately and will be payable by you. No rights are granted under this Licence Agreement until all payments are received in full. You may be liable for relevant import duty on physically delivered items.

3.2 ID has obtained all necessary consents and clearances and made all necessary payments to all contributors to the Clips and any other third party copyright owners whose copyright material is contained in the Clips.

4. Delivery Materials

5.1 ID shall use its reasonable efforts to deliver the Clips via the Delivery Materials (as selected by You during the order process (download, DVD or tape)) to You in accordance with our standard delivery times or as soon as possible thereafter. You acknowledge that ID shall not be liable in any way to You for failure to deliver within our standard delivery times and You shall remain liable to pay the Licence Fee and other costs due to ID in accordance with this Licence Agreement.

5.2 You shall be deemed to have accepted the Clips as delivered via the Delivery Materials unless You notify ID (which notification shall include written details in English of the nature of the defect and, where applicable, the time code of the defective footage) within fifteen (15) Working Days of receipt (which in case of DVD or Tape shall be deemed to be forty-eight (48) hours after dispatch and in the case of a Download shall be deemed to be twenty-four (24) hours after transmission by ID) of any defect (excluding any aesthetic or artistic effects) in the Delivery Materials that prevents use in accordance with this Licence Agreement.

5.3 If You notify ID of a defect in quality, ID, where due to default on its part, will retransmit or redeliver the Delivery Materials or may refund the Licence Fee in whole or part at its election.

5.4 Unless otherwise agreed, all Delivery Materials supplied under the terms of this Licence Agreement shall remain the property of ID.

6 Warranties

6.1 ID promises and agrees that it has the right, power and authority to enter into and fully perform this Licence Agreement.

6.2 You promise and agree that you:

(a) have the right, power and authority to enter into and fully perform this Agreement;

(b) You will be solely responsible for any loss, damage or claim arising from any dubbing or sub-titling of the Clips;

(c) if requested by ID, shall include an appropriate credit to ID, and any entity that has licensed the Clips to ID, in the Production. An appropriate credit shall consist of the following suggested wording or any other wording reasonably provided by ID: Courtesy of InnitTV.

(d) shall not use the ID logo or trade marks of ID for promotional or any other use unless otherwise agreed in writing by ID;

6.3 You hereby agree to indemnify ID against any and all actions, claims, costs (including legal costs properly incurred), damages, demands or expenses brought against, suffered or incurred by ID as a result of any use by You of the Clips and including without limitation any breach or non-observance by You of any of your acceptances, agreements, obligations, representations, undertakings or warranties contained in this Licence Agreement.

7. Limitations of Liability

7.1 Save as set out within this Licence Agreement, where the law allows, ID makes no express or implied warranty including without limitation any warranty of satisfactory quality or fitness for a particular purpose of either the Clips or the Delivery Materials or any element comprised therein.

7.2 ID shall not be liable to You for any loss, damage cost or expense incurred or suffered by You of an indirect or consequential nature including loss of profits, business or goodwill.

7.3 IDs liability under or in connection with this Licence Agreement whether in contract, tort or otherwise shall not exceed the equivalent of five times the Licence Fee.

8 Termination

8.1 Each party shall have the right to terminate this Licence Agreement upon the giving of written notice if the other commits a material breach of any provision of this Licence Agreement and fails to remedy such breach (if capable of remedy) within twenty (20) Working Days of receiving written notice so to do.

8.2 Termination of this Licence Agreement shall not cancel any indebtedness of You to ID.

8.3 Upon termination of this Licence Agreement by ID, You shall at your cost arrange for any Delivery Materials supplied pursuant to this Agreement either to be returned to ID or destroyed and proper evidence of destruction sent to ID, whichever ID shall elect.

8.4 In the event of valid termination of this Licence Agreement by You, ID will provide a reasonable pro rata refund of the Licence Fee and You shall at IDs reasonable cost arrange for any Delivery Materials supplied pursuant to this Agreement either to be returned to ID or destroyed and proper evidence of destruction sent to ID, whichever ID shall elect.

9 No Waiver

No waiver (whether express or implied) by ID of any breach by You of any of its obligations under this Licence Agreement shall be deemed to constitute a waiver or consent to any subsequent or continuing breach by You of any such obligations.

10 No Partnership

Nothing in this Licence Agreement shall be deemed to constitute a partnership, agency or joint venture between the parties and neither party shall do or permit any act to be done whereby it may be represented as being the agent or partner of the other.

11 Notices

Unless otherwise agreed in writing by the parties, any notice to be given under this Licence Agreement to either party shall be delivered or sent by hand, facsimile or registered first-class post to such party’s address set out in this Licence Agreement (or such other address as may be notified in writing) marked for the attention of Head of Library Sales in the case of ID, and marked for your attention in the case of You. Any notice sent by hand or facsimile shall be deemed to have been delivered on the first Working Day after despatch and if sent by post on the seventh Working Day after despatch.

12 Interpretation

This Licence Agreement shall be governed by and construed in all respects in accordance with English law and the English courts shall have exclusive jurisdiction.

13 Severability

If any provisions of this Agreement should ever be determined to be illegal, invalid or otherwise unenforceable by reason of the laws of any state or country in which this Licence Agreement is intended to be effective (including, without limitation, the applicable rules, provisions and legislation established by, through and under the rules and regulations of the European Community) then to the extent and within the jurisdiction in which such provision is illegal, invalid or unenforceable it shall be severed and deleted herefrom and the remaining provisions hereof shall survive, remain in full force and effect and continue to be binding and shall not be affected except insofar as may be necessary to make sense of this Licence Agreement, and shall be interpreted so as to give effect to the intention of the parties insofar as that is possible.

14 Entire Agreement

This Licence Agreement sets out the entire understanding of the parties with respect to the subject matter hereof, and any amendments, changes or modifications shall have legal effect only if made in writing and signed by both parties hereto. All representations, conditions and warranties, oral or written, express or implied, other than those contained herein, or in a notice of amendment issued hereunder, are expressly excluded.

15 Definitions

15.1 For the purposes of this Licence Agreement the following words and expressions shall, unless the context otherwise requires, have the following meanings and where the context permits the singular shall include the plural and the masculine shall include the feminine and neuter and vice versa:

ID

shall mean Innit Digital, PO Box 1110, Elwood, Vic 3183, Australia;

Clips

shall mean the content made available to be licensed through the ID in Motion Gallery website which You have selected either individually or as a pre-selected compilation of extracts;

Download

shall mean a data file delivered by means of an electronic communications network and comprising the Clips

Delivery Materials

shall mean Download, DVD or Tape whichever You have selected;

DVD

shall mean digital video disc containing the Clip;

Licence Fee

shall mean the fee specified on the Motion Gallery website order confirmation page prior to supply of the Delivery Materials;

Production

shall mean any audiovisual production or productions into which it is proposed the Clips shall be incorporated;

Tape

shall mean the delivery tape containing the Clip

Working Days

shall mean Monday to Friday in any week but shall exclude Saturdays, Sundays and Public Holidays in Australia.

You

shall mean the contracting party being a single: (i) individual (over 18 years of age), (ii) legal entity (corporation, partnership, LLC, sole proprietorship, etc.), or (iii) agent acting on behalf of a single individual or entity.