GTB Studio Agreement Terms & Conditions

GTB Studio, a Service of GTB Agency LLC (“GTB”), is an online video production service, available exclusively to “Authorized Users”, as used herein, that provides access to a library of pre-built, customizable video content (hereinafter “Footage”). GTB Studio is being provided on behalf of Ford Motor Company (“Licensor”) to You as an “Authorized User” on behalf of Your organization, upon Your invitation and approval by Licensor, subject to the Terms and Conditions contained herein (these “Terms & Conditions”).

By checking the Terms & Conditions checkbox, or by registering with the GTB Studios portal, or by using any asset maintained or distributed by GTB Studios, whether provided through the GTB Studios online portal or otherwise, you agree to these Terms & Conditions, consideration for which is herein acknowledged.

Your access to GTB Studios and us of any Footage or other materials created or maintained by Licensor, is at all times subject to the following Terms & Conditions.

1. The initial Term of this agreement, unless earlier terminated, shall be twelve (12) months. Any access or use beyond the Term shall require that You re-execute these Terms & Conditions. Licensor also reserves the right to modify or change these Terms & Conditions, to cancel GTB Studios services, to terminate Your access to the Footage, and/or require you to “take down” any Footage or other material obtained from Licensor upon reasonable prior written notice, for any reason.
   
   
2. You understand and agree that Footage may only be used by Authorized Users solely for the purpose of creating customized advertisements for Ford Motor Company or Lincoln Motor Company products and services, for use within each Authorized User’s geographic service area within the United States of America, for the specific duration as identified on each individual asset contained within GTB Studios, and for no other purpose, term, distribution, or territory whatsoever.
   
   
3. It is expressly understood and agreed that that Your rights and obligations hereunder are exclusive to you as an Authorized User, and are not transferrable, or assignable including but not limited to the right to access GTB Studios, and to view access or utilize Footage for commercial purposes.
   
   
4. It is expressly understood and agreed that Footage from GTB Studio shall be used on an “as-provided” basis. Authorized Users may not exhibit or use the Footage, or any excerpts thereof, in connection with any merchandising rights or otherwise use, or cause, authorize or permit others to exhibit or otherwise use the Footage.
   
   
5. You agree to abide by all additional terms and conditions located on the GTB Studio’s web page, including but not limited to the Website terms of use and its privacy polic(ies).
   
   
6. It is expressly understood and agreed that Licensor makes no warranty or representation whatsoever with respect to the nature or extent of its rights, if any, in and to the Footage. It is expressly understood and agreed that Licensor’s waiver of objection hereunder to Authorized User’s use of the Footage is conditioned thereon.
   
   
7. You understand and agree that nothing contained in the context in which the Footage is used by you, in Your advertising materials, or otherwise, will be in any way be unlawful, scandalous, unsafe, untrue, misrepresentative, or derogatory toward Licensor, Ford Motor Company, or any third party. You understand that we reserve the right to terminate this agreement and withdraw Your access to GTB Studios for any reason including but not limited to breach of these Terms & Conditions.
   
   
8. It is expressly understood and agreed that You shall at all times defend (if requested), indemnify and hold harmless Ford Motor Company, WPP, Licensor and their respective parent and affiliated companies, direct and indirect owners, officers, directors, stockholders, agents, representatives and employees (collectively, "Indemnitees") from and against, and shall reimburse such Indemnitees with respect to, any and all claims, actions, liabilities, losses, damages, costs and expenses (including, without limitation, reasonable attorneys' fees, disbursements and court costs), which may arise out of or derive in any way from Authorized User’s own use of the Footage. If You shall defend Indemnitee in connection with any claim, You shall not agree to a settlement of such claim without the prior written consent of the Indemnitee.
   
   
9. Licensor hereby reserves all rights not specifically granted herein in and to the Footage. Your use is not exclusive. Licensor shall at all times, anywhere in the world, have the right to use and/or authorize the use of the Footage in any way it may desire.
   
   
10. You hereby releases, discharges, and hold harmless the GTB Agency, LLC, and each of their respective parent companies, subsidiaries and/or affiliated companies, and the officers, directors, employees, agents, representatives, successors, assigns and licensees of each of the foregoing (collectively, the “Released Parties”), from any and all liability, claims or demands that Authorized User has or might have by virtue of or arising out of the use of the Footage.
    
    
11. Any and all issues arising out of or related the use of GTB Studio Footage shall be governed by and construed in accordance with the laws of the State of Michigan applicable to agreements made and wholly performed therein. Any action initiated by either party hereto based on or arising out of this agreement shall be brought in the federal or state courts located in the State of Michigan, and Authorized User hereby expressly consents and submits to the personal jurisdiction and venue of the aforesaid courts.
    
    
12. You represent and warrant that you are authorized to enter into this agreement on behalf of Yourself, Your organization, and as the Authorized User.
    
    
13. All Terms & Conditions which by their nature would survive termination of this agreement, including but not limited to sections 6 through 10 above, shall continue in full force and effective despite the Termination of this agreement or cancellation of the GTB Studios service.