Licence Agreement

This Licence Agreement (the "Agreement") is a legally binding contract between you (hereinafter referred to as “YOU”, “END USER” or “LICENSEE”) and M/s BETAROLLS, a partnership firm having its registered office at Thiruvananthapuram, Kerala, India, (hereinafter referred to as “BETAROLLS”, “BROLLS” OR “LICENSOR”), this agreement is governed by the applicable laws of India, including but not limited to the Copyright Act, 1957, Indian Contract Act, 1872, Information Technology Act, 2000, and other related rules and regulations.

By clicking "I AGREE," "ACCEPT," or by accessing and browsing the www.brolls.in website (hereinafter referred to as the "Website”/” Service"), you confirm that you have read, understood, and agree to be legally bound by the terms and conditions outlined in this agreement. Continued use or availing of services of the Licensor shall constitute express consent and acceptance of these terms, and this electronic agreement shall become valid as per Section 10A of the Information Technology Act, 2000, and also under other relevant provisions of the said Act and the Indian Contract Act, 1872, concerning electronic agreements. The Licensee with the digital acceptance represents a legally binding contract between the YOU and the Licensor, with full recognition of the electronic nature of the consent and its equivalent legal standing to a traditional written and signed document.

IF YOU DO NOT AGREE TO THESE TERMS, REFRAIN FROM CLICKING “I AGREE” AND STOP ACCESSING THE WEBSITE.

The Licensee is granted a license for the use and implementation of audio works and visual works (hereinafter referred to as "WORK/s") for private, commercial or creative purposes. The WORK/s are either created, controlled, or owned by the Licensor or by other third-party content providers (referred to as the "CONTRIBUTORS"); The use of the "WORK/s" is strictly subject to the terms, conditions, and restrictions set forth in this Agreement. The license's validity is directly tied to the accuracy and completeness of information provided during the Licensee's purchase. Any instance of missing, omitted, or incorrect information may result in revocation or termination, at the sole discretion of the Licensor. The license granted herein is explicitly for a single use, constituting a limited, non-exclusive, and non-transferable right. This right allows the Licensee to access and use the Audio or Video WORK/s (or both) for a specific project undertaken by a single organization, entity, company, or similar body (collectively referred to as the "LICENSEE" or "END CLIENT"). By accessing the website or any WORK/s available on the website, the Licensee consents to conduct this transaction electronically and acknowledges the binding nature of these terms.

NOW WITH THIS INDENTURE IT IS HEREBY AGREED, UNDERSTOOD, CONFIRMED, AND DECLARED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS:

  1. The Licensee acknowledges that each of the WORK/S listed on the website is the Intellectual Property of the Licensor or its Contributor and that the Licensee shall have only the limited right of use as contemplated in the agreement. If a person enters into this Agreement on behalf of an organization, entity, company, or firm, then that entity is bound to the license granted and the restrictions and limitations detailed herein, regardless of the signatory's future employment and/or relationship with such entity.
  2. For the granting of a license by the Licensor, the Licensee must provide full and accurate information about the client name, client organization, project title and type, nature of use (commercial or private), territory of production, particulars on the end customers including other descriptions (collectively referred to as "LICENSE DETAILS") in the form appended on the website. The form shall form part of the agreement and should be read and interpreted as part of the agreement.
  3. This License Agreement, executed between the Licensor and Licensee, is expressly designed and limited to a single, specific use by the Licensee for the purpose and/or project outlined in the form. The license is strictly non-exclusive and non-transferable, granted for a limited duration that corresponds exclusively to the intended project's scope and requirements.
  4. This agreement does not, under any circumstances, construe, imply, or grant any form of ownership or intellectual property assignment to the Licensee regarding the WORK/S of the Licensor or its Contributors.

 

  1. In consideration of the mutual promises contained herein and upon payment of the license fee, the Licensor hereby grants to the Licensee, a license of limited usage right for the WORK/s as specified in the 'USE'/'PURPOSE' section in the form forming part of this agreement. The license granted herein shall be a limited, non-exclusive, non-transferable right to access and use the Audio WORK/s or Video WORK/s (or both) for a single project/single purpose intended by the Licensee. The grant of the license will concern the use of WORK/s of the Licensor or its Contributors subject to the terms and conditions set forth within this Agreement and Licensor’s Terms of Use, which are incorporated herein by reference with the same force and effect as if fully set forth herein.
  2. The Licensor's WORK/s are rights-managed ("Rights-Managed") and shall be licensed for specific types of use. For purposes of this Agreement, a Licensee’s "use" of the WORK/s includes, implementation with works, editing, synchronizing, publishing, or otherwise making use of the WORK/s within the scope of the license. WORK/S are limited to specific uses, as well as to other restrictions outlined in this agreement. Rights-Managed WORK/s are non-exclusive, meaning that the Licensee has only a limited single right to use the WORK/s and the Licensor is free to license the same “WORK/s” to other users within India or internationally, in compliance with the Copy Act, 1957, and the relevant Intellectual Property Right rules and regulations in India. The Licensor retains the right to enter into an "Exclusive License Agreement" with the Licensee or any other party, based on the Licensee's intended use and specific negotiated terms. Such an agreement may include the transfer of full ownership to the Licensee in exchange for consideration, which may be structured as a lump sum payment, royalty-based compensation, or other mutually agreed terms. However, this agreement does not confer any such rights or obligations to the Licensee.
  3. The Licensee acknowledges and agrees that each license granted for the WORK/s by the Licensor shall be deemed a separate and standalone license, strictly applicable for single use and specific to each set of WORK/s. Notwithstanding any simultaneous payment or transaction involving multiple WORK/s, this agreement explicitly clarifies that no collective or blanket license is granted. Each WORK/s shall be subject to its independent licensing terms, and the payment for multiple WORK/s in a single transaction does not imply or create a comprehensive or transferable license covering all such WORK/s. The Licensee must obtain and adhere to the specific licensing terms for each WORK/s, maintaining the discrete and singular nature of each license granted by the Licensor.
  4. In the event of any unauthorized reproduction, distribution, transmission, and or making of any such derivatives of the WORK/s by the Licensee, it shall be deemed a Material Breach of this Agreement and shall result in immediate revocation of the license and termination of this contract without prior notice. Upon such a termination Licensee is required to stop all utilization of the Licensor's WORK/s and delete the utilized WORK/s, whether uploaded across all mediums of the internet or kept in physical copies. Non-adherence to the same would result in a copyright infringement case against the Licensee, with or without a claim for damages as relevant to each scenario.
  5. In case of breaches by the Licensee that are not deemed Material Breach, the Licensor may opt to terminate this Agreement and pursue all available legal remedies however the Licensor shall first issue a notice of rectification of breach in writing, either by registered mail to the Licensee’s physical address or by electronic communication to the Licensee's provided email address. If the Licensee fails to remedy or cure the breach within 15 days of receiving the notice, this Agreement shall automatically terminate on the sixteenth (16th) day. In such an event of a breach, the following provisions shall apply: The Licensee must immediately stop all use of the content and destroy any copies. The Licensor may request the Licensee to confirm in writing that the use of the content containing the WORK/s has ceased and copies have been deleted. If the Licensee displays content containing the WORK/s on any social media platform, website, or in any visual or audio medium in a manner contrary to this Agreement, the Licensor shall pursue legal recourse.
  6. In the event of termination due to any breach by the Licensee, the Licensor shall be entitled to:
      1. Retain any fees paid by the Licensee under this Agreement.
      2. Pursue all additional legal remedies available under applicable law.

    The Licensor also reserves the right to seek comprehensive legal recourse to protect its intellectual property and recover damages resulting from the Licensee's breach of the Agreement.

  7. The uses of the WORK/s are strictly subject to the rules outlined in the form and the Agreement. The licensee may not internally or externally publish any WORK/s from the Licensor's site (sample or preview files with the BETAROLLS, bRolls watermark) without the grant of license. Licensor may provide files of the WORK/s without the watermark to certain users for limited preview or limited approval use, however, unless a license is purchased, the WORK/s shall not be utilized in any manner by the Licensee.
  8. The Licensor represents and warrants that all of the licensed content is owned by either the Licensor or its Contributors. All rights not expressly granted in this agreement are reserved by the Licensor and Contributors and are not to be considered as a waiver. The licensee shall not assert any right ownership and shall not claim revenue from a copyright collecting agency, social media or content sharing platform, or any other third party in respect of copying, sharing, distribution, or other ancillary uses of the licensed WORK/s.
  9. In the event the Licensee’s use of the licensed WORK/s involves modifications, overlays, and/or refocusing, the Licensee may be subject to claims of infringement of intellectual property by the Contributor or a third-party rights owner and the Licensee shall indemnify the Licensor from all such claims or damages that arise resultant of the said alterations/changes made. Any amendments made to the WORK/S, or the creation of derivative works based thereon, shall not confer any ownership rights or other proprietary interests upon the Licensee. Such modifications or derivative works shall not, under any circumstances, be deemed to transfer ownership of the WORK/S to the Licensee.
  10. The WORK/s are provided “as is” without warranties or conditions of merchantability or fitness for a particular purpose. The Licensor does not represent or warrant that the WORK/s will meet the Licensee’s requirements or its intended purpose. The entire risk as to the quality and performance of the WORK/s is with the Licensee and on his expertise in utilizing the same. Should the WORK/s become unsuccessful or fail at any level because of the Licensee’s implementation, the Licensor, cannot be held responsible in any respect and the Licensee shall bear the entire cost of all necessary corrections and shall not make claims against the Licensor.
  11. The LICENSOR’S entire liability and Licensee's exclusive remedy, concerning any claims arising out of the Licensee's use of the WORK/s or out of the Licensee's actions in utilizing such, shall be as follows:
    1. In no event shall the Licensor or any of its, officers, employees, partners, or agents be liable for any incidental, indirect, punitive, exemplary, or consequential damages whatsoever (including damages for loss of profits, interruption, or any other pecuniary loss) in connection with any claim, loss, damage, action, suit or other proceeding arising under or out of this agreement, including without limitation Licensee's use of, reliance upon, access to, or exploitation of the WORK/S, or any part thereof, or any rights granted to Licensee hereunder, even if the action is based on contract, tort (including negligence), infringement of intellectual property rights or otherwise.
    2. In any event, Licensor's total maximum aggregate liability under this agreement, the licence provided hereunder, or the use or exploitation of any or all of the Works in any manner whatsoever shall be limited to the fees actually paid by Licensee to Licensor under this Agreement in respect of the use of the Works.
  12. To the fullest extent permitted by applicable law, the Licensee agrees to defend, indemnify, and hold harmless the Licensor, and its, officers, managers, members, employees, attorneys, representatives, Contributors, and agents, from and against any claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: (a) Licensee’s use of this Agreement; (b) Licensee’s violation of any term of this Agreement; (c) Licensee’s violation of any third party right, including without limitation, any copyright, property, or privacy right; or (d) any claim that Licensee’s use of this Agreement caused damage to a third party.
  13. Unless otherwise specified in this Agreement, Licensee agrees that it shall not use the WORK/s in any of the manners described below:
    1. The WORK/s may not be sold as standalone video files or is to be included in any other media/stock product, catalog, library, or collection for distribution or resale. Licensee may not disassemble, decompile, reverse engineer, translate, or otherwise decode the WORK/s for any reason whatsoever.
    2. Licensee shall not falsely claim authorship of media or artwork created or derived primarily from licensed WORK/s including use in demo reels.
    3. If Licensee provides WORK/s or products incorporating the WORK/s to an end-client as part of its work product, neither Licensee nor the end-client may reuse the WORK/s or products incorporating the WORK/s for any other purpose.
    4. The Licensee shall not sublicense, transfer, or assign the WORK/S or any of the limited rights granted under this Agreement to any third party or individual as all ownership and rights, including but not limited to the right of assignment, are exclusively vested with the Licensor.
    5. WORK/s may not under any circumstances be used in or in conjunction with, or in any way that might be considered pornographic, obscene, abusive, immoral, illegal, or inciteful of an illegal act.
    6. WORK/s shall not be used in conjunction with sensitive subject matter without the prior written consent of Licensor; sensitive subject matter includes but is not limited to sexual activity or sexual-oriented nudity; tobacco, alcohol, or drug use; health issues and bodily functions; sexually-transmitted diseases and infections; illegal activities; excessive or graphic violence; governmental politics; acts of protest, political activism, or anything political in nature; be considered defamatory to a person, group, or institution.
    7. WORK/s may not be used in a way that may be considered invasive of privacy, defamatory, libelous, fraudulent, false, or misleading, or in a way that is hateful or derogatory of any race, nationality, ethnic identity, gender, gender identity, or sexual orientation, or political or religious belief, whether directly or in context or juxtaposition with other materials.
    8. WORK/s may not be used in any manner that creates a false inference or places the WORK/s in a context that is likely to result in bringing the WORK/s, Licensor, or any Contributor into (1) public disrespect, (2) scorn, (3) contempt, (4) scandal, (5) ridicule, or (6) that is likely to shock, insult, or offend the community or public morals or decency or prejudice Licensor, any of its Contributors, or any person or property in the WORK/s, or otherwise detract from or negatively affect the public image of Licensor or any of its Contributors. WORK/s may not be stored in a royalty-free or reference library or repository.
    9. WORK/s may not be used for “on-demand” products. Such “on demand” products include those in which a licensed image is selected by a third party for customization of such products on made-to-order consumer goods such as t-shirts, mugs, posters, and similar items found on custom design websites.
    10. WORK/s shall not be used in whole or in part in a trademark, design mark, tradename, business name, service mark, or logo. The licensee shall not be entitled to register any part of WORK/s as a trademark or rely on any such registrations, prior use, and/or accrued goodwill to prevent any third-party use of the content or any similar content (including by Licensor, Licensor’s customers, or the copyright owner of the WORK/s).
  14. The parties to this Agreement are independent contractors and neither party shall make any representation otherwise. Nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representation, or employment relationship between the parties. Neither party has the authority to make or accept any offers or representations on behalf of the other party.
  15. Licensor and Licensee agree that any use of WORK/s in a manner not expressly authorized by this Agreement or in breach of a term of this Agreement constitutes copyright infringement, and such unauthorized use shall entitle Licensor to liquidated damages in the amount of ten (10) times the standard license fee for each breach. The parties in this contract agree that Licensor’s actual damages in the event of this type of breach by Licensee would be difficult to definitively ascertain based on uncertainties regarding (1) the impact to Licensor’s reputation and goodwill in the industry and (2) the damage to Licensor’s relationships with its current and future Contributors. Licensor and Licensee therefore agree that the above-referenced amount is not a penalty for breach and is a reasonable liquidated damages amount (this amount shall be deemed to be the pre-estimated damages). Notwithstanding the above the licensor shall be entitled to claim additional damages and or actual damages in the event of a contractual breach or infringement, that exceeds the pre-estimated liquidated damages when the actual economic impact substantially surpasses the original assessment.
  16. Licensor and/or its Contributors shall have the right, without providing prior notice to Licensee, to issue a Copyright Infringement notice to any site or outlet in which the project which utilises the WORK/s appears or is placed in violation of the terms of this Agreement. The foregoing is not a limiting statement of the Licensor’s or its Contributors’ rights or remedies in connection with any unauthorized use of the WORK/s or any breach of this Agreement.
  17. This Agreement may not be modified, altered, or amended, except by a written instrument duly executed by both parties. In the event of any inconsistency between the terms of this agreement and the terms contained on any form or purchase order by the Licensee, the terms of this agreement shall apply.
  18. No failure or delay by either party in exercising any right hereunder will operate as a waiver thereof.
  19. Any attempt by the Licensee to assign this Agreement other than as permitted above will be null and void. The licensor may assign the WORK/s without the Licensee’s consent. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.
  20. If any provision of this Agreement is found to be invalid or unenforceable by a court of competent jurisdiction, the remaining portions shall remain in full force and effect.
  21. All notices required under this Agreement shall be electronic and shall be deemed to have been duly made and received when electronically received. Addresses for notice shall be the email address provided by the Licensee during the creation of a login user profile on the Licensor’s website. The End Client address for this project shall be the email address provided upon purchase of the license (s). The licensee shall be responsible for providing up-to-date email addresses in order to receive communications from the Licensor.
  22. This Agreement shall be governed by, construed and interpreted under the laws of India. The Jurisdiction with respect to the agreement shall be vested to Courts of Thiruvananthapuram.
  23. At no time while this Agreement is in effect shall the Licensee deal directly or indirectly with any Contributor regarding the Contributor's WORK/s where a Licensing Representation Agreement is in effect between the Contributor and the Company.
  24. Licensor reserves the right to display and link to all content created from the WORK/s licensed under this Agreement for marketing and promotional purposes. Unless otherwise agreed, the Licensee’s project containing licensed WORK/s may be featured on the Licensor’s owned channels, such as the Licensor’s website, social media channels, email, etc. (ex: Instagram, Vimeo, YouTube, Facebook).
  25. Licensee assumes responsibility for any sales taxes, use taxes, value-added taxes, withholding taxes, and duties imposed by any jurisdiction as a result of the license granted by the Licensor, or of the Licensee’s use of the licensed content.
  26. At the Licensor’s request, the Licensee agrees to provide to the Licensor sample versions of end uses that contain WORK/s licensed from the Licensor, including by providing the Licensor access to any pay-walled or otherwise restricted access website or platform where content containing the WORK/s has been published. Licensor may, at its discretion, either through its own employees or through a retained third party, review the Licensee’s use of the licensed WORK/s in order to verify compliance with this Agreement.
  27. Where credits are provided, used, or displayed in the Licensee’s or end-clients work, the Licensee must name BETAROLLS and the name of the Contributor(s) who created the WORK/s to provide attribution in a similar size and placement as other credits provided. The credit should state “Additional Visuals supplied by [Contributor name(s)] via BETAROLLS.” For crediting purposes, the Licensee may not use the Licensor’s and the respective Contributors’ trademarks or logos without first obtaining consent from both the Licensor and the Contributor(s).
  28. YOU ACKNOWLEDGE THAT YOU HAVE READ THIS LICENCE AGREEMENT AND BETAROLLS’ TERMS OF USE, WHICH ARE INCORPORATED HEREIN BY REFERENCE WITH THE SAME FORCE AND EFFECT AS IF FULLY SET FORTH HEREIN. YOU UNDERSTAND AND AGREE TO BE BOUND THE TERMS OF BOTH THE LICENCE AGREEMENT AND BETAROLLS’S TERMS OF USE. YOU FURTHER AGREE THAT BOTH AGREEMENTS TOGETHER CONSTITUTE THE COMPLETE AND EXCLUSIVE STATEMENT OF AGREEMENT BETWEEN YOU AND BETAROLLS, LLC WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN YOU AND BETAROLLS, RELATING TO THE SUBJECT OF THIS LICENCE AGREEMENT AND BETAROLLS’ TERMS OF USE.

BETAROLLS HQ,
First Floor, 16/78A,
Parameswaram-Mudakkal Road,
Thiruvananthapuram, 695103 India

Last updated on 3rd January 2025.