FOOTAGE.COOL DATASET LICENSE AGREEMENT
Version 2026-10-26

This Dataset License Agreement (this "Agreement") is entered into between Phil Maher, doing business as footage.cool, 2823 Callan Ct, Broomfield, Colorado 80023, USA ("Licensor"), and the organization identified as the licensee in the Order Schedule ("Licensee"). It takes effect when Licensee, directly or through an Agent, accepts it (the "Effective Date"). Licensor and Licensee are each a "Party."

1. DEFINITIONS

1.1 "Agent" means any person, software, or automated system, including an artificial-intelligence assistant, that accepts this Agreement, places an Order, or otherwise acts for Licensee.

1.2 "Authorized Users" means Licensee's employees and individual contractors who need access to the Dataset for the Licensed Purpose and who are bound by written obligations at least as protective of the Dataset as this Agreement.

1.3 "Dataset" means the Footage, the Metadata, and every copy, excerpt, frame, and portion of either delivered or made available under an Order, together with all Derived Data.

1.4 "Derived Data" means any data created from the Dataset from which any Footage, or any recognizable portion of it, can be reconstructed, retrieved, or perceived, including extracted frames and stills, crops, clips, transcodes, compressed or tokenized representations, and caches. Derived Data excludes the trained parameters (weights) of a Model, and excludes aggregate statistics that cannot be used to reconstruct any Footage.

1.5 "Fees" means the amounts stated in the Order Schedule.

1.6 "Footage" means the video files delivered under an Order, including analysis proxies and masters.

1.7 "Licensed Purpose" means training, fine-tuning, evaluating, testing, and validating Models, subject to the Tier limits in Section 3.

1.8 "Metadata" means the descriptions, titles, tags, locations, dates, flags, and other information delivered with the Footage.

1.9 "Model" means a machine-learning or artificial-intelligence model, including its weights, architecture, and any fine-tuned or distilled version.

1.10 "Order" means the dataset order identified in the Order Schedule, and "Order Schedule" means the order record that accompanies this Agreement, including Tier, clips, media, Fees, and the acceptance record.

1.11 "Output" means any content generated by a Model.

1.12 "Tier" means the evaluation, research, or commercial tier stated in the Order Schedule.

2. LICENSE GRANT

2.1 Grant. Subject to Licensee's continuing compliance with this Agreement and payment of the Fees in full, Licensor grants Licensee a non-exclusive, non-transferable, non-sublicensable, worldwide, revocable (solely as provided in Section 17) license for Licensee and its Authorized Users to reproduce and use the Dataset solely for the Licensed Purpose during the term in Section 17.

2.2 Models and Outputs. As between the Parties and subject to Sections 3, 4, 5, and 17, Licensee owns the Models it trains under this Agreement and the Outputs of those Models, and may use, deploy, and commercialize them as permitted for its Tier.

2.3 Contractors and Affiliates. Licensee may permit its cloud and compute providers, and contractors performing work solely for Licensee, to process the Dataset for Licensee on Licensee's systems or accounts. Licensee's affiliates receive no rights unless named in the Order Schedule. Licensee is responsible for every act and omission of its Authorized Users, providers, and contractors as if they were its own.

2.4 No Exclusivity. This license is non-exclusive. Licensor may license the same footage to anyone for any purpose, including AI training, and continues to license individual clips for production use.

3. TIER TERMS

3.1 Evaluation. An evaluation-tier Dataset may be used only internally by Licensee to evaluate whether to purchase a research or commercial license, for ninety (90) days after delivery. Licensee shall not use it to train or fine-tune any Model that is deployed, released, or used outside that evaluation. At the end of the ninety days Licensee shall delete the Dataset and all Derived Data unless it has purchased a commercial or research license covering the same clips.

3.2 Research. A research-tier Order may be placed only by an accredited academic or non-profit research institution acting through its own employees and enrolled students, and Licensee represents that it qualifies. A research-tier Dataset, and any Model trained on it, may be used only for non-commercial research, benchmarking, teaching, and scholarly publication, and may not be used by, shared with, or used for the benefit of any commercial entity, including a sponsor, funder, or collaborator. Licensee may share research-tier Models only with other accredited academic institutions for non-commercial research under terms at least as protective as this Section, and may not publicly release the weights of a research-tier Model without Licensor's prior written consent. Licensee may publish research results, and may reproduce in any one publication up to twelve (12) still frames from the Footage at no more than 640 pixels in width, credited "footage.cool / Phil Maher," solely to illustrate the research.

3.3 Commercial. A commercial-tier Dataset may be used for the Licensed Purpose to develop Models that Licensee may deploy, distribute, and commercialize, subject to Sections 4 and 5.

4. RESTRICTIONS

Except as expressly permitted in this Agreement, Licensee shall not, and shall not permit anyone to:

(a) distribute, publish, display, sell, lease, lend, sublicense, transfer, upload, or otherwise make available the Dataset or any portion of it, including through public or shared storage, model or dataset hubs, repositories, torrents, or download links, to anyone other than Authorized Users and the providers described in Section 2.3;

(b) use the Dataset or any Model trained on it to build, train, supply, or improve a stock-footage library, a footage marketplace, or a dataset product offered to third parties, or offer access to the Dataset as a service;

(c) use the Dataset to identify, profile, track, or re-identify any individual; to develop or train facial recognition, biometric identification, biometric categorization, emotion recognition, or surveillance systems; or to create content depicting an identifiable real person;

(d) remove, alter, obscure, or attempt to defeat or detect for the purpose of removal any watermark, fingerprint, provenance record, license notice, licensee attribution, canary record, or other identifier in the Dataset;

(e) train or tune a Model for the purpose of reproducing the Footage, or prompt or operate any Model with the intent of generating Outputs that reproduce any Footage or a recognizable portion of it;

(f) publish the Dataset or any portion of it as a benchmark, or use it in a public demonstration that discloses the Footage, except as permitted in Section 3.2;

(g) use the Dataset to make any synthetic, augmented, or derivative dataset that is offered, licensed, or provided to any third party;

(h) use the Dataset in violation of any applicable law, including privacy, data-protection, biometric, publicity, consumer-protection, export-control, and artificial-intelligence laws; or

(i) assert that Licensor endorses Licensee, any Model, or any Output.

5. MODELS, OUTPUTS, AND DERIVED DATA

5.1 Regurgitation. Licensee shall use commercially reasonable measures consistent with prevailing industry practice, which may include deduplication, memorization testing, and output filtering, to prevent any Model trained on the Dataset from generating Outputs that reproduce any Footage or a recognizable portion of it. If Licensee learns, or Licensor notifies Licensee with reasonable detail, that a Model produced such an Output, Licensee shall promptly take reasonable steps to stop the reproduction and shall not distribute the reproducing Output.

5.2 Derived Data. Derived Data is part of the Dataset for every purpose of this Agreement. Licensee shall keep it under Section 6 and delete it as required by Sections 3.1 and 17.

6. SECURITY AND BREACH NOTICE

6.1 Safeguards. Licensee shall (a) store and process the Dataset only on systems it controls or that its providers operate for it, restricted to Authorized Users and those providers; (b) keep the Dataset encrypted at rest and in transit; (c) never place the Dataset or any download link in publicly accessible storage or share a download link outside Licensee; (d) maintain records of who accessed the Dataset and where every copy is stored, and keep them for two (2) years after the Dataset is deleted; and (e) maintain administrative, technical, and physical safeguards no less protective than those Licensee uses for its own most sensitive commercial data. Download links are personal to Licensee.

6.2 Breach Notice. Licensee shall notify Licensor at licensing@footage.cool within seventy-two (72) hours after becoming aware of any actual or reasonably suspected unauthorized access to, disclosure of, or use of the Dataset, shall describe what happened and what was exposed, shall take all reasonable steps to contain and remedy it, including takedown requests, and shall cooperate with Licensor's efforts to recover or remove any copy.

7. ORDER-SPECIFIC IDENTIFIERS

7.1 Each delivered Dataset is unique to its Order. Delivered media and records may contain imperceptible order-specific identifiers, records naming Licensee, and an order-specific selection of clips, and Licensor keeps records of each delivery and download. Licensee consents to the inclusion of these identifiers and to their use under this Section.

7.2 If any copy of any portion of the Dataset is found outside Licensee and its Authorized Users, and the identifiers or delivery records associate that copy with Licensee's Order, the copy is presumed to have originated from Licensee's Order, and Licensee bears the burden of proving otherwise. Licensee agrees that Licensor's detection results and delivery records are admissible as evidence in any proceeding under this Agreement.

8. OWNERSHIP AND RESERVATION OF RIGHTS

Licensor and its licensors own and retain all right, title, and interest, including all copyrights, in and to the Dataset. The Dataset is licensed, not sold. All rights not expressly granted are reserved, and no right is granted by implication, estoppel, or otherwise. Licensor expressly reserves all rights to text and data mining of its works under Article 4(3) of Directive (EU) 2019/790 and any equivalent law; this Agreement grants that right to Licensee only within its scope.

9. FEES, TAXES, AND PAYMENT

9.1 Fees. Licensee shall pay the Fees as stated in the Order Schedule: at checkout for card orders, or within thirty (30) days of the invoice for invoiced orders. Fees are exclusive of all taxes, duties, levies, and bank charges, which Licensee shall pay, other than taxes on Licensor's net income. If any withholding is required by law, Licensee shall gross up the payment so that Licensor receives the full amount invoiced. Licensee shall pay without setoff or deduction.

9.2 No Refunds. Fees are non-refundable once the Dataset has been delivered, except as stated in Section 10.3. If Licensor declines an Order before delivery, Licensor will refund any Fees paid and this Agreement terminates as to that Order.

9.3 Late Payment. Overdue amounts accrue interest at the lesser of one and one-half percent (1.5%) per month and the maximum rate permitted by law, and Licensee shall reimburse Licensor's reasonable costs of collection, including attorneys' fees.

9.4 Payment Reversals. A chargeback, payment dispute, or reversal initiated by or on behalf of Licensee without first giving Licensor written notice and thirty (30) days to resolve the matter is a material breach. While any payment for an Order is reversed, disputed, or unpaid, the license for that Order is suspended, and any use of the Dataset during the suspension is unlicensed.

10. DELIVERY AND ACCEPTANCE

10.1 Delivery. Licensor delivers the Dataset electronically, and only after the Fees have cleared and Licensor has approved the Order. Licensor may decline any Order before delivery in its sole discretion. Delivery occurs when download links are made available to Licensee.

10.2 Acceptance. The Dataset is deemed accepted thirty (30) days after delivery unless Licensee notifies Licensor in writing within that period of a material discrepancy between the delivery manifest and the files delivered.

10.3 Sole Remedy for Delivery Defects. Licensee's sole and exclusive remedy for a delivery discrepancy timely reported under Section 10.2 is for Licensor to re-deliver or replace the affected files or, if Licensor cannot do so within thirty (30) days, to refund the portion of the Fees attributable to the affected clips.

11. CERTIFICATION AND AUDIT

11.1 Certification. Within thirty (30) days after Licensor's request, which Licensor may make once in any twelve-month period and at any time it has a reasonable basis to suspect non-compliance, Licensee shall deliver a written certification signed by an officer describing where the Dataset and Derived Data are stored, who has access, the Models trained on it, and its compliance with Sections 3 through 6.

11.2 Audit. If Licensee fails to certify, or Licensor has reasonable evidence of non-compliance, Licensor may have an independent auditor bound by confidentiality verify compliance on fifteen (15) days' notice during business hours. Licensee shall cooperate and provide reasonable access to records and systems. Licensee shall pay the cost of the audit if it reveals a material breach or an underpayment.

12. LICENSOR WARRANTY AND DISCLAIMERS

12.1 Limited Warranty. Licensor warrants that the Footage was filmed by Phil Maher and that Licensor owns or controls the copyright in the Footage sufficient to grant the license in Section 2.

12.2 No Releases. Licensee acknowledges that no model, property, or location releases exist for the people, vessels, vehicles, buildings, trademarks, artworks, or places that appear in the Footage, and that Metadata flags such as people_visible are screening aids that may be incomplete. Licensee is solely responsible for its compliance with privacy, publicity, biometric, data-protection, and artificial-intelligence laws in its use of the Dataset, its Models, and their Outputs.

12.3 Disclaimer. EXCEPT AS STATED IN SECTION 12.1, THE DATASET IS PROVIDED "AS IS" AND "AS AVAILABLE," AND LICENSOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE (EXCEPT AS STATED IN SECTION 12.1), NON-INFRINGEMENT, ACCURACY OR COMPLETENESS OF METADATA, AND ANY WARRANTY THAT A MODEL OR OUTPUT WILL PERFORM, BE LAWFUL, OR NOT INFRINGE. LICENSOR MAKES NO WARRANTY ABOUT ANY MODEL OR OUTPUT.

13. LICENSEE REPRESENTATIONS

Licensee represents and warrants that (a) it is a validly existing organization with full power and authority to enter into this Agreement; (b) the person or Agent accepting this Agreement is authorized to bind it; (c) the information it provided in placing the Order, including its name, email domain, Tier eligibility, and intended use, is accurate and complete; (d) it is not located in, organized under the laws of, ordinarily resident in, or owned or controlled by any person in a country or region subject to comprehensive United States sanctions, and is not on, or owned or controlled by a party on, any United States restricted-party list; and (e) it will use the Dataset only as this Agreement permits.

14. INDEMNIFICATION

14.1 By Licensee. Licensee shall defend, indemnify, and hold harmless Licensor and its owners, members, officers, and agents from and against all claims, demands, proceedings, losses, damages, fines, penalties, costs, and expenses, including reasonable attorneys' fees, arising out of or relating to (a) any Model trained on the Dataset or any Output; (b) any use of the Dataset outside the scope of this Agreement; (c) any breach of this Agreement by Licensee, its Authorized Users, providers, or contractors; or (d) any claim that Licensee's use of the Dataset, a Model, or an Output violates any person's privacy, publicity, biometric, or data-protection rights or any law. Licensor may participate in or, at its option, control the defense of any such claim with counsel of its choosing at Licensee's expense, and Licensee shall not settle any claim that imposes any obligation or admission on Licensor without Licensor's prior written consent.

14.2 By Licensor. Licensor shall defend Licensee against any third-party claim that the Footage, as delivered and used by Licensee within the scope of this Agreement, infringes that third party's copyright, and shall pay damages finally awarded against Licensee on that claim or agreed in a settlement Licensor approves. This obligation does not apply to claims arising from privacy, publicity, trademark, property, or biometric rights; from any Model or Output; from any modification or combination of the Footage; or from use after Licensor has asked Licensee to stop using the affected clips. Licensee shall give Licensor prompt written notice of the claim, sole control of its defense and settlement, and reasonable cooperation. Licensor may, at its option, procure the right for Licensee to continue using the affected clips, replace them, or terminate the license to them and refund the portion of the Fees attributable to them. Licensor's total liability under this Section 14.2 shall not exceed the Fees paid under the Order. This Section 14.2 states Licensor's entire liability and Licensee's exclusive remedy for any claim of infringement.

15. REMEDIES

15.1 Equitable Relief. Licensee acknowledges that any actual or threatened breach of Section 3, 4, 5, 6, or 7 would cause Licensor irreparable harm for which money damages would be inadequate, and agrees that Licensor is entitled to temporary, preliminary, and permanent injunctive relief and specific performance to prevent or stop it, without posting a bond or proving actual damages, in addition to any other remedy.

15.2 Liquidated Damages. The Parties agree that the harm to Licensor from unauthorized distribution of the Dataset, including the loss of licensing revenue from every person who obtains the Footage without a license, is real but difficult to measure, and that the following amount is a reasonable pre-estimate of that harm and not a penalty. For each breach of Section 4(a) or 4(d), Licensee shall pay Licensor, as liquidated damages for the unauthorized distribution, the greater of (a) three (3) times the Fees and (b) for each clip of Footage made available to any unauthorized person, the greater of US$79 and Licensor's then-published single-clip price for a Royalty-Free Standard license of that clip. Liquidated damages are in addition to, and do not limit, injunctive relief, the Fees, attorneys' fees under Section 15.4, Licensee's indemnity obligations, and damages for any other breach.

15.3 Cumulative Remedies. Except as stated in Sections 10.3 and 14.2, all remedies are cumulative.

15.4 Fees and Costs. Licensee shall reimburse Licensor's reasonable attorneys' fees, expert fees, and costs incurred in investigating any breach of Sections 3 through 7 and in enforcing this Agreement or collecting amounts due.

16. LIMITATION OF LIABILITY

16.1 Exclusion. IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, GOODWILL, OR MODEL PERFORMANCE, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THEIR POSSIBILITY.

16.2 Cap. LICENSOR'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT AND ALL ORDERS UNDER IT SHALL NOT EXCEED THE FEES ACTUALLY PAID BY LICENSEE UNDER THE ORDER GIVING RISE TO THE CLAIM.

16.3 Licensee Obligations Not Limited. NOTHING IN THIS SECTION 16 LIMITS LICENSEE'S LIABILITY FOR BREACH OF SECTIONS 3 THROUGH 7, ITS PAYMENT OBLIGATIONS, ITS INDEMNITY OBLIGATIONS, OR AMOUNTS DUE UNDER SECTION 15. THE PARTIES AGREE THAT THESE LIMITATIONS ARE AN ESSENTIAL BASIS OF THE BARGAIN AND APPLY EVEN IF A LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

17. TERM, SUSPENSION, AND TERMINATION

17.1 Term. This Agreement continues until terminated under this Section. The license for an evaluation-tier Order ends as stated in Section 3.1.

17.2 Suspension. Licensor may suspend Licensee's license and access to download links immediately on any payment reversal under Section 9.4 or any reasonably suspected breach of Section 4 or 6, pending investigation.

17.3 Termination for Breach. Licensor may terminate this Agreement on written notice if Licensee materially breaches it and, where the breach can be cured, fails to cure within thirty (30) days after notice. Breaches of Section 4(a), 4(c), or 4(d) and any payment reversal not resolved in Licensor's favor within sixty (60) days are not curable.

17.4 Effect. On any termination or expiry, Licensee shall within fifteen (15) days stop all use of the Dataset, permanently delete the Dataset and all Derived Data from all systems, including backups when they rotate, and deliver an officer's written certification of deletion.

17.5 Models After Termination. Except as stated in this Section 17.5, Models trained in compliance with this Agreement before termination may continue to be used under their Tier terms. If Licensor terminates for a breach of Section 4(a), 4(b), 4(c), or 4(d), or for a payment reversal not resolved in Licensor's favor, Licensee shall not use, deploy, distribute, or commercialize any Model trained or fine-tuned on the Dataset, and shall delete or retrain any such Model without the Dataset.

17.6 Survival. Sections 1, 4, 5, 6.2, 7, 8, 9, 11, 12.2, 12.3, 13, 14, 15, 16, 17.4 through 17.6, 18, 19, 20, and 21 survive termination.

18. REGULATORY DISCLOSURE AND PUBLICITY

18.1 Training Data Disclosures. Licensee may identify the Dataset as "footage.cool aerial and marine video dataset, licensed from Phil Maher" in any training-data summary, model card, or disclosure required by law, including Article 53 of Regulation (EU) 2024/1689, provided it does not disclose the Footage itself. Licensor will respond to reasonable written requests for provenance information needed for such disclosures.

18.2 Publicity. Licensor may identify Licensee by name as a licensee of the Dataset unless Licensee asks it not to in writing. Licensee shall not use Licensor's names or marks except as permitted in Sections 3.2 and 18.1.

19. GOVERNING LAW AND DISPUTE RESOLUTION

19.1 Governing Law. This Agreement is governed by the laws of the State of Colorado and the federal laws of the United States, without regard to conflict-of-law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

19.2 Arbitration. Any dispute, claim, or controversy arising out of or relating to this Agreement or the Dataset, including its formation, scope, and enforceability, shall be finally resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules or, if Licensee is organized or located outside the United States, by the International Centre for Dispute Resolution under its International Arbitration Rules. The seat of arbitration is Denver, Colorado. There shall be one arbitrator, and the language of the arbitration is English. The arbitrator may award any remedy available under this Agreement, including injunctive relief, liquidated damages, and attorneys' fees. Judgment on the award may be entered in any court of competent jurisdiction.

19.3 Court Carve-Outs. Notwithstanding Section 19.2, Licensor may bring an action in any court of competent jurisdiction worldwide (a) for temporary, preliminary, or permanent injunctive relief, specific performance, or other equitable relief, including to stop or remove any unauthorized copy of the Dataset; (b) for infringement of its intellectual property; or (c) to collect Fees or other undisputed amounts. Licensee irrevocably submits to the jurisdiction of the state and federal courts located in Colorado for any such action and waives any objection to venue there.

19.4 Waivers. Each Party waives any right to a jury trial in any court proceeding arising out of this Agreement. All claims shall be brought only in a Party's individual capacity, and not as a plaintiff or class member in any purported class, collective, or representative proceeding.

20. ELECTRONIC ACCEPTANCE AND AUTHORITY

20.1 Electronic Acceptance. This Agreement may be accepted electronically, including by an Agent acting for Licensee, and such acceptance has the same effect as a handwritten signature under the Electronic Signatures in Global and National Commerce Act and the Uniform Electronic Transactions Act. Licensor keeps a record of the accepted version, its SHA-256 hash, the time, the network address, and the names given at acceptance, and that record is evidence of the Agreement's terms and acceptance.

20.2 Authority and Ratification. The person or Agent accepting this Agreement represents that it is authorized to bind Licensee. If it was not, the accepting individual, or the individual who directed the Agent, is personally bound by Licensee's obligations. Licensee ratifies this Agreement, and is bound by it, if Licensee pays any Fee, accepts delivery, or uses the Dataset.

20.3 Terms Presented by the Agent. Licensee is bound by this Agreement whether or not an Agent displayed or summarized it accurately. Any summary is for convenience only and does not modify this Agreement.

21. GENERAL

21.1 Entire Agreement and Precedence. This Agreement and the Order Schedule are the entire agreement of the Parties about the Dataset and supersede all prior and contemporaneous communications. If they conflict, the Order Schedule controls only as to Tier, clips, media, and Fees. No purchase order, vendor form, click-through, or other terms issued by Licensee apply, even if Licensor accepts or performs under them.

21.2 Amendment and Waiver. This Agreement may be amended only in a writing signed by both Parties. Licensor may publish new versions for future Orders; a new version does not apply to an existing Order unless Licensee accepts it. No waiver is effective unless in writing, and no failure or delay in exercising a right is a waiver.

21.3 Assignment. Licensee may not assign, delegate, or transfer this Agreement or any right under it, by operation of law, merger, change of control, or otherwise, without Licensor's prior written consent, and any attempt to do so is void. Licensor may assign this Agreement without consent, including to an entity it controls or to a successor to its footage business.

21.4 Notices. Notices to Licensee may be given by email to the address in the Order Schedule. Notices to Licensor must be sent by email to licensing@footage.cool. Notice is effective on transmission unless the sender receives a delivery failure.

21.5 Severability. If any provision is held unenforceable, it shall be enforced to the maximum extent permitted and reformed to the minimum extent necessary to make it enforceable, and the remaining provisions remain in full force.

21.6 Relationship. The Parties are independent contractors. There are no third-party beneficiaries, except the persons indemnified under Section 14.1.

21.7 Force Majeure. Licensor is not liable for any delay or failure caused by events beyond its reasonable control.

21.8 Export. Licensee shall comply with all export-control and sanctions laws applicable to its receipt and use of the Dataset and its Models.

21.9 Interpretation. Headings are for convenience only. "Including" means "including without limitation." This Agreement is written in English, and the English version controls over any translation. No provision shall be construed against either Party as the drafter.

By accepting this Agreement, the person or Agent accepting represents that they are authorized to bind Licensee and that Licensee agrees to these terms.