Terms & Conditions

END-USER SUBSCRIPTION AGREEMENT May 2025

This End-User Subscription Agreement (the "Agreement”) is by and between Rockefeller Photos, Inc., the licensing agent for Food Media Pro, Inc. (hereinafter referred to as "FMP”), with business offices located at 515 E. Las Olas Blvd, Fort Lauderdale, FL 33301, and you (hereinafter referred to as "Subscriber”). This Agreement shall be effective as of the date of electronic acceptance by clicking a box indicating acceptance ("Effective Date”). Each of FMP and Subscriber is a "Party” and together they are the "Parties” to this Agreement.

FMP has developed and maintains an Internet based subscription program allowing subscribers full access to stock videography on the website for the specific purposes of advertising subject to the conditions in this Agreement (the “Services”), provided said Subscriber is in good standing. Subscriber further understands that the terms of use are applicable to Subscriber’s End-Users, and Subscriber is responsible for (i) communication of the terms and conditions of this Agreement to End-Users, and (ii) failure by the End-User to abide by the terms and conditions of this Agreement.

NOW, THEREFORE, the Parties hereto, for good and valuable consideration, including the continual right to the License while the subscription is active, the receipt, adequacy, and sufficiency of which are hereby acknowledged, and intending to be legally bound, hereby agree as follows:

1. License Grant.

a) License to Use Service. FMP hereby grants to Subscriber a nonexclusive, nontransferable, non-sublicensable license during the Term (the "License”) to access and use the Services in accordance with this Agreement. All rights not expressly granted to Subscriber under the License are reserved by FMP.

SUBSCRIBER SHALL BE RESPONSIBLE FOR THE FAILURE OF ANY SUBSCRIBER EMPLOYEE TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT. UPON TERMINATION OF THIS AGREEMENT, SUBSCRIBER SHALL IMMEDIATELY CEASE USE OF ANY AND ALL FMP IMAGES.

b) Limitations on Use. The Services are for use only by Subscriber. Except as permitted by this Agreement, the Services may not be transferred, distributed, resold, sublicensed, or used to create any derivative works. Subscriber may use the Site and Services only for its internal business purposes and shall not use the Services in association with sending spam or otherwise duplicative or unsolicited messages; use the Services in association with infringing, obscene, threatening, libelous, or otherwise unlawful or tortuous material, including material harmful to children or material in violation of third party privacy rights; or attempt to gain unauthorized access to the Site, Services, or its related systems or networks. Subscriber is responsible for ensuring that all Subscriber employees have a copy of this Agreement and/or are advised in writing of the terms and conditions, and the penalties for breach, including without limitation termination, suspension, or penalty of $10,000 per video.

2. Service Details.

The subscription plan enables the Subscriber to download .mov or mp4 video files (each a "Work” or "Works”) of any available size. The Subscriber has the right to move a file (or files containing it) physically, but copies can be made only for back-up or archival purposes. Files downloaded from the Site may be used by the Subscriber for advertising or similar purposes as permitted by the License Agreement. If a Work is in violation of a third-party right, FMP may instruct Subscriber to cease all use, distribution and possession of such Work, and Subscriber must promptly comply with such instructions. FMP reserves all rights not expressly granted in these terms.

3. FMP Proprietary Information.
The Site, Services, and its Contents ("FMP IP”) are owned or licensed by FMP and protected by U.S. and international copyright, trademark, service mark, patent and/or other proprietary rights and laws. Except as expressly provided in this Agreement, nothing contained herein shall be construed as conferring to Subscriber any license or right under copyright or other intellectual property law. No part of the FMP IP may be altered, copied, photocopied, reproduced, translated, or reduced to any electronic medium or machine- readable form, in whole or in part, except as specifically provided in this Agreement. Subscriber shall not take any action that shall interfere with or diminish FMP’s right in any of the FMP IP.

4. Term, Suspension, and Termination.
Unless terminated earlier pursuant to this Section 5 of this Agreement, the initial term ("Initial Term”) of this Agreement shall be for a period of twelve (12) months from the Effective Date and shall thereafter automatically continue under this Agreement annually, for successive twelve-month (12) periods ("Subsequent Term”) unless either Party provides a ninety-day (90) written notice of termination prior to the end of each twelve-month period. The Initial Term and Subsequent Term shall together be known as the "Term”.

5. User Limits, Notices.
a) Exclusive, Unlicensed, and Prohibited Use. Any unlicensed or prohibited use of any FMP stock videography will carry with it a minimum penalty of at least $10,000 per video.

b) Notices. Any communication or notice required or permitted to be given under the Subscription shall be in writing, and mailed by registered, certified mail to Rockefeller Photos, Inc. to its principal place of business, Attention: Intellectual Property Director, to the address as appearing on the records of the Company. There will be no refunds issued to Subscriber, regardless of nonpayment, nonuse, or other conduct or inaction, and all Subscription Fees will continue to be due through the end of the Initial or Subsequent Terms.

6. Liquidated Damages for Copyright Infringement
a) Liquidated Damages. The Parties agree that damages in a copyright infringement action are often difficult to calculate and that the Copyright Act provides significant discretion to a court in awarding an amount of damages. To that end, in the event of any proven unauthorized use, reproduction, distribution, public display, or other infringement of the copyrighted material identified in Section 2 (the “Work”), FMP shall then be entitled to a liquidated sum from Subscriber of $10,000.00 per infringed Work.

b) Reasonableness and Intent. The Parties acknowledge that the calculation of actual damages resulting from copyright infringement may be difficult or impossible to determine with precision, and that the amount set forth herein is a reasonable estimate of the anticipated or actual harm likely to be caused. These damages are not a penalty, but rather a fair attempt to estimate the damages in advance.

7. Amendments.
The Parties agree that, in order to continually improve its Services, FMP may, from time to time, amend its Site and Services in its discretion and will make commercially reasonable efforts to notify Subscribers of said amendments. Subscriber is encouraged to periodically check the Site for notices of changes, updates, and improvements.

8. Representation and Warranties.
a. FMP’s Representations and Warranties. FMP hereby represents and warrants to Subscriber that:

(1) FMP has the full power, capacity and right to enter into this Agreement and has exclusive rights to grant a nonexclusive license to Subscriber from FMP for stock videography;
(2) FMP knows of no pending or threatened action in law or in equity which adversely affects the rights granted herein, and knows of no basis for any of the foregoing;
(3) To the knowledge of FMP, neither the execution and delivery of this Agreement nor compliance with the obligations of FMP hereunder, will violate any law or regulation or any order or decrees of any court or government instrumentality;
(4) To the knowledge of FMP, neither the execution and delivery of this Agreement nor compliance with the obligations of FMP hereunder, will conflict with, or result in the breach of, or constitute a default under, any contract, agreement, instrument or judgment to which FMP is a party, or which is or purports to be binding upon FMP;
(5) No action, approval, or consent, including, but not limited to, any action, approval, or consent by and federal, state, municipal or other governmental agency, is necessary in order to constitute this Agreement as valid, binding, and enforceable obligations of FMP in accordance with its terms;
(6) FMP is the sole legal and beneficial owner of the FMP Intellectual Property.

b. Subscriber’s Representations and Warranties. Subscriber hereby represents and warrants to FMP that:

(1) It has the full power, capacity and right to enter into this Agreement; (2) All corporate action necessary to authorize Subscriber to enter into this Agreement and be legally bound by its terms has been taken;
(3) It knows of no pending or threatened action in law or in equity which adversely affects the rights granted herein; and it knows of no basis for any of the foregoing;
(4) To the knowledge of Subscriber, neither the execution and delivery of this Agreement nor compliance with the obligations of Subscriber here under, will violate any law or regulation or any order or decrees of any court of government instrumentality;
(5) Neither the execution and delivery of Subscriber hereunder, will conflict with, or result in the breach of, or constitute a default under, any contract, agreement, instrument or judgment to which Subscriber of any officer, director, employee or controlling person of Subscriber is a party, or which is or purports to be binding upon any of the foregoing persons; and
(6) No action, approval, or consent, including, but not limited to, any action, approval, or consent by any federal, state, municipal or other governmental agency, is necessary in order to constitute this Agreement as a valid, binding and enforceable obligation of Subscriber in accordance with its terms.

9. Limitation of Liability; Indemnification.
Subscriber agrees to indemnify, defend and hold harmless FMP, its officers, directors, employees, agents, licensors, suppliers and any third party information providers to the Site or Services from and against all claims, losses, expenses, damages and costs, including reasonable attorneys’ fees (collectively, "Losses”), resulting from or in connection with: (i) any breach of any obligation of Subscriber; (ii) violation of any applicable laws by Subscriber, its officers, directors, employees, agents, contractors, or affiliates, ("Subscriber Responsible Parties”); or (iii) any misuse, loss, damage, corruption, or destruction of the Services by Subscriber Responsible Parties or any breach of security relating to the same.

10. Additional Miscellaneous Provisions.
a) Governing Law; Jurisdiction; Venue; Attorney’s Fees. This Agreement shall be construed in accordance with, and governed by, the laws of the State of Florida. If a dispute arises with respect to the enforcement of this Agreement or if any legal proceeding shall be brought to enforce or interpret any provision in this Agreement, or to recover damages for breach of this Agreement, such action shall be brought exclusively in the state or federal courts of Broward County, Florida, and the Parties waive any challenge to personal jurisdiction and/or venue in such courts. The Parties waive all rights to jury trials. If a suit, action, arbitration or other proceeding of any nature whatsoever is instituted in connection with any controversy arising out of or related to this Agreement or to interpret or enforce any rights under this Agreement, the prevailing party will be awarded their reasonable attorneys’ fees and costs incurred.

b) Personal Information. FMP agrees to protect Subscriber’s Personal Information, as that term is defined in FMP’s Privacy Policy, in accordance with the terms of the FMP Privacy Policy, which can be found here. www.foodmediapro.com/privacy-policy

c) Severability of Terms. If any provision of the Agreement is found by a court of competent jurisdiction to be invalid, the Parties nevertheless agree that the court should endeavor to give effect to the Parties’ intentions as reflected in the provision, and the other provisions of the Agreement remain in full force and effect.

d) Amendment. Notwithstanding Section 6, this Agreement may be modified only in writing, signed by a duly authorized representative of each Party.

11. Acknowledgement.
You acknowledge that you have read this Agreement, understand it and agree to be bound by its terms and conditions. You agree that this Agreement is the complete and exclusive statement of the agreement between you and FMP, which supersedes any proposal or prior agreement, oral or written, and other communication between you and FMP relating to the subject matter of this Agreement.