Placing An Order

• How do I order video clips and still photo images, and what does your License Agreement look like?
• In what forms do you offer still photo images, and how are they priced?
• In what forms do you offer video clips, and how are they priced?

Getting Around

• How do I search the collection?

Getting Involved

• May I submit a correction or more information about a video clip?
• How do I participate in the Forum?

Technical Details

• What is the difference in quality between clips I view on the website and clips I order?
• What is the native resolution of your media? Can you deliver media in high resolution?
• Do purchased video clips and still images contain watermarks?
• How long will it take me to download a full resolution video clip, and what is FileCatalyst®?
• Are any still images available other than the ones seen under each video clip?

Policies

• What are your cancellation and return policies?
• What are your download and shipping policies?
• What are the sources for the CriticalPast collection?
• Do I own the rights to the video clips and images that I order?
• What are your Terms and Conditions?
• What is your Privacy Policy?
• What does your License Agreement look like?

How do I order video clips and still photo images, and what does your License Agreement look like?

With CriticalPast you can locate, order, and receive video footage and photo images easier and faster than ever before.  The entire experience is superior to typical stock footage providers.

1.  Use the Search or Browse feature to find the footage you are looking for.  Every clip in the vast CriticalPast collection has its own web page. 

2.  View the video and its still photo images.  Click the "View full size" link below any still image to see a larger, higher resolution version. 

3.  Click the "Details/Buy" button below any video or still image to view the available image formats and to add products to your Shopping Cart.  Choose from a variety of consumer formats and broadcast-ready professional video formats.  Still photo images are available as professionally-printed photos or as JPEG files.

4.  Choose your delivery method.  Want your images fast?  Choose immediate download!  Or, if you wish, we will load the files you order onto a USB flash drive, along with any photo prints you order in a rigid envelope, and ship your order worldwide.

5.  Checkout securely to complete your order.  We accept most major credit cards, as well as PayPal Checkout and Google Checkout.  A printable License Agreement is presented to you before you remit payment.  See a sample License Agreement here.

In what forms do you offer still photo images, and how are they priced?

We offer still images as photos, professionally printed at 3x5, 4X6, or 5X7 inches in size, starting at $4.99.  We also offer downloadable JPEG files 1382x960 pixels in size for just $2.97. Most of our images comply with a printing standard of 300 dpi at around 5x7 inches. Many also print well at up to 8X10 inches, and if you order a JPEG file, you may choose to print it on your own at that size.  However, because the perceived quality of some of the images may vary at larger sizes, we do not offer 8x10 printed photos as one of our standard products.

To judge the subjective quality of any still image, click the "View full size" link below the image thumbnail.  The "Full Size" images are presented on the website at 760x528 pixels.  That is a lower resolution than the 1382x960 pixel images we deliver in fulfilling your order, but it can help you judge the resolution and quality.  The subjective quality of archival footage can vary widely, so always choose carefully.  If the quality of the still image does not meet your needs when you view it at "Full Size" on CriticalPast.com, do not expect the subjective quality of the photo to be markedly improved when delivered to you in full resolution form.

In what forms do you offer video clips, and how are they priced?

Our full resolution media is instantly transcoded, on demand, to fill your order in minutes.  The formats we offer can be viewed at any time by selecting "Details/Buy" under any video clip player window.

For Consumers:
For just $3.97, we offer iPod / Mac clips as well as Microsoft Windows Media clips.  These are available for download only.  We do not offer DVDs.  The iPod clips (file extension .m4v) can be loaded and played on an iPod, iPhone, or iPad.  They can also be played on Apple/Mac computers, or on Windows computers that have Quicktime for Windows installed.  Our Windows Media clips (file extension .wmv) can be played on a Windows PC, or added to any Microsoft PowerPoint presentation.  They can also be played on Mac computers equipped with Windows Media Player for Mac.  

For Professionals:
We offer video clips in both standard and high definition, in NTSC or PAL system, for Windows or Mac users.   We also offer low cost $5 "screener" versions of clips for use in evaluation and edit approval.  These screener clips have timecode burned into the image and also display our logo.   Broadcast-ready clips are priced between $40-$195 depending on clip duration and format.  Clips are offered in standard definition as either AVI or Quicktime DV files, with AVI most commonly used for PC applications, and Quicktime for Apple/Mac applications.  In high definition, we currently offer MPEG2 files in many various frame rates, useable in both PC and Apple/Mac systems (the inexpensive Apple MPEG2 plugin might be required to use these files in Mac systems).   Generally, the 1080x1920 60i and 30p files are used by those editing programs to be broadcast in the U.S., Canada, Japan, or Brazil, while the 1080x1920 50i and 25p files are used for broadcast in Europe and the rest of the world.   The "i" and "p" designations for these files denote either interlaced or progressive scanning of the image.   In the near future, we hope to add Sony XDCAM file format to our HD offerings.  We are open to hearing more suggestions on formats.   Choices of available formats are limited by download bandwidth constraints, so we generally avoid offering files with data rates higher than 35 Mbps.  All media is made available in file form only.  We do not offer media in videotape form.  You may choose to receive your files via download or shipping.  For shipped orders, we load your files onto a USB Flash Drive and ship them to you worldwide.

How do I search the collection?

You may browse or search the collection:

Browse:
Click a decade on the graph displayed on the  homepage, then click a year, and then click a location.

Search:
Enter your search term(s) in the search input field and click the "Search" button.  After your search results are displayed, you may further narrow the results by clicking one or more "Refine Your Search" parameters, located to the left of your search results.
You may access Advanced Search features by clicking on the "Advanced Search" link, located to the right of the main "Search" button.  To close the Advanced Search panel, click the "Advanced Search" link again.

Search Tips:
If your search term is a word with a common root, the search engine will provide you with results that span many uses of that root.  For example, the search word drum would produce results that include drum, drums, drummer, drumming, etc.  This practice is called "stemming."  Further, when you add more words in your search, you will generally get more results, as the system implicitly adds "OR" between each of your words.  To override stemming or the implicit "OR" between search terms, you may wish to apply some search operators to direct your search more precisely.  Here are some examples:

• Enclose your search terms in double quotation marks (") to search only for exact matches to those exact terms in that specific order.

• Enter the capitalized words AND, OR, NOT between search terms to expand or limit the scope of the search.

• The plus symbol (+), when preceded by a space, can be used to represent AND.

• The minus symbol (-), when preceded by a space, can be used to represent NOT.

• Enter the asterisk (*) as a wildcard, or one or more question marks (?) to find alternative spellings.

Examples:
patent* retrieves patent, patents, patented, patentable, etc.
behavi*r retrieves behavior as well as behaviour.
wom?n retrieves woman as well as women.
stan???? retrieves standard as well as stanford.

May I submit a correction or more information about a video clip?

Yes, please do!  You may submit corrections and additions to the information we display about any video clip. If you have specific interests or expertise that can help enrich the clip details, we welcome your improvements!  A small percentage of clips in the collection came to us with little or no historical records.  This has made some of them difficult to describe.  Your observations and contributions are always appreciated in making any clip's description as complete and accurate as possible. 

To submit an update, go to the clip's page on CriticalPast.com, and then click the "Edit Now" link. A window will appear where you can see and edit the clip details. We will review your changes and then post an updated version. Please understand that we may need to edit your submission for length, grammar, style, or content. When submitting an update, please provide details that pertain to that specific video clip only. No hyperlinks or advertising.  Thanks for contributing!

How do I participate in the Forum?

The Forum provides a place for registered users to discuss the videos and images on CriticalPast.com, and to discuss various history-oriented subjects. Anyone may view the discussions in the Forum, but only registered users may post in the Forum.  When posting in the Forum, please be courteous and remember that your posts must abide by the Terms & Conditions of CriticalPast.com.

The featured Forum on the Forum home page is "Video Clips on CriticalPast.com".  It offers a way to discuss specific video clips with other users, with a link to the video and its title and description displayed as part of the discussion.
To discuss a specific video clip, go to that clip's page on CriticalPast.com, then click the "Update/Discuss" link.  If other users are already discussing that clip, you can join the discussion. If discussion has not yet started for that clip, you may enter the first post.  To view all of the clip-specific discussions that are underway, go to the Forum home page and click on the featured Forum: "Video Clips on CriticalPast.com".

Below the featured Forum is a list of other Forums.  These are more traditional Forums, not tied to specific video clips.  Broad subjects such as World War II, American Presidents, Civil Rights, and more are listed.  Click on any one of these Forums and you will see a list of current Topics in that Forum.  You may join in the discussion or create a new Topic.

If the historical subject you want to discuss with other users is not listed on the Forums home page, please Contact Us and give us your new forum idea.

Across all of the forums, you will receive e-mail updates if anyone replies to one of your posts. If you wish to turn off e-mail notification for any discussion, just sign-in, go to that discussion in the Forum, and click the "E-mail notification" link. You may also subscribe to RSS feeds in the Forum to keep track of specific discussions using any RSS reader.

So that other users can get to know you, you may wish to enter details about yourself in your Forum Profile.  This is completely optional.  You may access your Forum Profile from the "My Account" area, or by clicking "My Forum Profile" in the upper right of any Forum page.

What is the difference in quality between clips I view on the website and clips I order?

Full resolution professional clips that you order from CriticalPast will always look better than the same clips viewed on CriticalPast.com, because our "online" clips are optimized for quick and easy playback at a variety of connection speeds; not for high resolution viewing.

The following two video clips can help explain the difference between the reference-quality clips you see on the CriticalPast.com website, and the higher resolution media that we deliver in fulfilling paid, professional orders.  You may wish to view each of these at full-screen (click the icon in the lower right corner of the player) to better evaluate the differences in quality.  The first clip shows the basic reference quality that plays on the CriticalPast.com website.  The second clip shows the same video clip, but at higher resolution.  Its quality is closer (but still a bit lower) to what you would receive if you placed an order for that clip in standard definition format (a Professional option).   If you are attempting to discern the absolute quality of a given clip, the best way to make a final judgement is to order an inexpensive "screener" version of the clip, for just $5.   Screening clips are rendered at full resolution.  They are different from full price clips only in that they they have timecode and our logo burned into the image.

Sample clip as shown on CriticalPast.com:

Same clip at standard definition, full resolution:
(Note:  This clip shows the CriticalPast logo.  But clips you order contain no marks, except for consumer iPod & Windows Media clips, and professional "screener" clips, which also display the logo.)

What is the native resolution of your media? Can you deliver media in high resolution?

We offer PAL and HD resolution via our proprietary software upconversion process.   This process yields excellent results for those seeking the best quality.  We offer HD media at a pixel dimension of 1920x1080 in both interlaced and progressive with a data rate of 30 Mbps in MPEG2.  We will also be offering HD at 35 Mpbs / XDCAM in the near future.   Because the original image aspect ratio of most all archival material is 4:3, we offer HD with the image stretched horizontally to fill the width of the HD screen.   This allows for maximum formatting options for final edited productions without cutting height from the image.  We do not offer clips with data rates of more than 35 Mbps because the resulting files are generally too large to download.  As the Internet continues to evolve and connection speeds increase throughout the world, we will consider offering files with data rates at 50 Mbps and higher.   If there is sufficient early demand, we might also offer such files as shipped items only.    

Our still image captures were also accomplished using powerful upconversion technology.  As a result, the subjective absolute quality of a given clip can be evaluated by clicking the "View full size" button below any still image thumbnail. The subjective quality of archival footage can vary widely, so always choose carefully. If the quality of the image does not meet your needs when you view a clip's still images using the "View full size" option, do not expect the subjective quality of that clip or photo to be visibly improved when delivered to you in HD or in large printed size.

While we have some items on film or in native HD, the vast majority of our collection is derived from NTSC Digital Betacam film transfers from both 35mm and 16mm. The original transfers were accomplished using Rank Cintel telecine machines outputting to 4:2:2 digital. Generically, this would mean a pixel dimension of 720x486, but at the very pinnacle in quality for this pixel size. Some material from the 1970´s was never shot in film and is derived from the original video formats used at the time, such as 2" Quad and U-Matic videotape. Similarly, a few items from the 1950´s and 1960´s were originally shot as kinescopes, where a film camera was literally pointed at a video monitor. Some of our best material comes from 35mm nitrate films from the 1920´s.

Do purchased video clips and still images contain watermarks?

No, with the following exceptions:

Consumer:
iPod / iPhone/ iPad videos display our logo.
Windows Media / PowerPoint videos display our logo.

Professional:
Low cost  "screener" formats have timecode burned in and display our logo.

How long will it take me to download a full resolution video clip, and what is FileCatalyst®?

Your download speed is highly dependent on the speed of your internet connection. With an average DSL or cable modem connection, a 1 GB video file (approximately 4 minutes running time) might take 30 minutes to an hour to download.  Customers in Europe and parts of Asia, where prevailing bandwidth is higher, may experience faster speeds.

CriticalPast delivers your files with the aid of FileCatalyst^®, from Unlimi-Tech Software Inc., which accelerates the download of large files.  All software for this process resides on our servers.  However, FileCatalyst requires that Java be present on your computer.  (It is present on 95% of computers worldwide -- it is likely that you already have it installed).  If you encounter any problems with the download process (Examples:  Download button does not appear, or you see error messages), please first confirm that the version of Java running on your computer is up to date.  (Visit Java.com).

Firewall settings:
The first time you download from CriticalPast, your browser and/or firewall may prompt you asking for your consent to run FileCatalyst.  Click "yes", "always", "allow", "unblock", or "trust" if prompted.
Not all firewalls will prompt you.  Some hardware firewalls (usually part of your router that you use to connect to the Internet), may not allow FileCatalyst to run because of how FileCatalyst uses the UDP protocol to transmit files in the dataport range 8000-8999.  If you are using a firewall integrated with your router, or if you use other computer protection software that governs UDP and P2P downloads, you may need to adjust the settings to open ports 8000-8999 to TCP and UDP traffic, or temporarily disable them in order to download from CriticalPast.
You can read more about FileCatalyst^® here.

An alternate download method is available:
If no version of Java is installed on your computer, our system will automatically provide you with an alternative http download method.  You may also choose this method at the time of download if you have difficulty with our FileCatalyst download method.  Please note that the alternate http method is slower than the FileCatalyst® method.

Are any still images available other than the ones seen under each video clip?

The still images shown on the website were pre-rendered at a cadence of one for every second of footage run time. No other still images are available at this time.

What are your cancellation and return policies?

Cancellations:
Our systems begin processing your order, automatically, as soon as it is received.  Items for download are typically delivered in minutes, whereas items for shipment require handling and take longer.  If you need to cancel your order, please Contact Us as soon as possible.  Staff are available 9:00am - 5:30pm Eastern Time USA (GMT-5:00), Monday through Friday, to receive your requests.  If your order has not yet been fulfilled when our staff receives your cancellation request, then we will cancel your order.  We cannot cancel your order if it contains downloadable items that have already been fulfilled, or if your order for shipped items has already been shipped.

Returns:
Due to the nature of our product, all sales must be final except in the case of defective media, such as a corrupt file, or broken or damaged file storage media that we ship to you.  We will accept returns for a 100% refund or exchange -- your choice -- in the unlikely case of defective media.

Archival content varies widely in subjective quality, so always choose carefully.  A good way to judge the visual quality of a video clip or its still images is by clicking the "View full size" button below any of its thumbnail images.  "View full size" displays a higher resolution image.  If the visual quality of a particular still image does not meet your needs when you view it at "Full Size", do not expect the video or photo image to be markedly improved when delivered to you in full resolution form.
See also:  What is the difference in quality between clips I view on the website and clips I order?

Please make sure you have requested the correct clip or still image when ordering. The exact media file name is displayed whenever you select "Details/Buy" under each video clip or still photo thumbnail display, and it is also displayed in the Shopping Cart.

What are your download and shipping policies?

You may choose to receive your items via download or shipping.  The available delivery options are presented to you when you click the "Details/Buy" button below any item.

For Downloaded Media:
If you have ordered items for download, you will receive two e-mails at the e-mail address you specified during Checkout.  The first e-mail is your Order Confirmation.  The second email will include Download Instructions, and will be sent as soon as your items are ready for download.  Most items are ready for download less than 20 minutes after you complete your order.  If you are a registered customer you can track your order status at any time by visiting the "My Account" area.

For Shipped Media:
If your order contains video or JPEG files, we will ship them on a USB Flash Drive. For printed photos, we use rigid packaging to limit bending. We ship most orders within 24 hours of receiving payment, Monday-Friday.  If we anticipate a delay of more than 48 hours we will contact you using the e-mail or phone number you provided during the checkout process.  If you have ordered items for shipment, you will receive two e-mails at the e-mail address you specified during Checkout.  The first e-mail is your Order Confirmation.  The second email notifies you of shipment and includes a carrier tracking number.  If you are a registered customer you may also track your order status at any time by visiting the "My Account" area. 

For shipped items, we offer a choice of carriers and classes, as follows: 

Domestic USA:
USPS Priority Mail --  2-3 business days.  (FREE for orders of $30 or more!)
FedEx Priority Overnight -- By 10:30am next business day. Orders must be received by 1:00pm Eastern Time-USA (GMT-5:00).
FedEx Standard Overnight -- By 3:00pm next business day. Orders must be received by 1:00pm Eastern Time-USA (GMT-5:00).

International:
USPS Priority Mail International -- Usually 5-10 business days.
FedEx International Priority -- 1-3 business days. Orders must be received by 1:00pm Eastern Time-USA (GMT-5:00).
FedEx International First -- 1-2 business days. Orders must be received by 1:00pm Eastern Time-USA (GMT-5:00).

What are the sources for the CriticalPast collection?

The CriticalPast collection is drawn primarily from declassified U.S. government films of many different departments and agencies, including the U.S. Army, Air Force, and Navy, the Department of Defense, Department of Agriculture, and many others. Films and collections specifically gifted to the U.S. government and people, such as the Ford and Universal Newsreels collections, are also represented. When films are declassified or willed to the American people, they are sent to central repositories, most notably the U.S. National Archives, for storage. Our researchers are experts at acquiring pertinent footage from within these repositories.

U.S. government films are a favored source of material for productions because they are generally free from complex rights issues.  At CriticalPast.com, the exact U.S. government ID source number from which a clip originated can be seen within each clip's description, and you can enter a whole or partial US government ID number as a search term, if you already know the ID number of the footage you are seeking.  In some cases, usually with more recent material, clips may originate from sources wholly owned by CriticalPast. When this is the case, a private identification source is cited. Clips are created from sources of the highest quality available, usually original films.

Do I own the rights to the video clips and images that I order?

When you place an order, the video clips and images provided by CriticalPast.com are licensed to you, royalty-free, in perpetuity.  The License Agreement is made available to you for review during the Checkout process (before your order is submitted), and it remains available to you after you complete your order, as long as you are a registered user.  Visit the My Account - Order History area any time to review or print it.  Unlike most stock footage providers, Critical Past LLC welcomes professionals, non-professionals, and enthusiasts worldwide to search our site and license our media.
Please click here for more information and to see a sample License Agreement.

What are your Terms and Conditions?

Our Terms and Conditions agreement can be seen here:  Terms & Conditions

What is your Privacy Policy?

Our Privacy Policy can be seen here:  Privacy Policy

What does your License Agreement look like?

A printable License Agreement is presented to you for review during the Checkout process, before you submit your order.  It is customized with your transaction details.  After ordering, if you are a registered user, you may access the License Agreement for each of your orders any time in the My Account - Order History area.   The CriticalPast collection is compiled from declassified U.S. goverment sources, and the License Agreement includes a listing of the exact original sources from which the clip(s) in your order were acquired.  This serves as a detailed assurance that the content is  U.S. government derived, and thus free from the rights issues that are associated with some archival stock media.

Following is the text of a sample CriticalPast license agreement:

LICENSE AGREEMENT

Date: [CURRDATE]

Licensor: Critical Past LLC
Licensor address: 73 Greentree Drive, # 503, Dover, DE 19904 U.S.A

Licensee: [Licensee]
Licensee address: [ADDRESS]

1. MEDIA INVOLVED (including U.S. Government Archive Number, where applicable):
[MEDIA]

2. DEFINITIONS:
 A. "Media" means a video clip, associated sound recording, still image, or other media items.
 B. "Production" means a work based upon the Media or upon the Media and other preexisting works, such as a translation, musical arrangement, dramatization, fictionalization, motion picture version, sound recording, art reproduction, abridgment, condensation, or any other form in which the Media may be recast, transformed, or adapted.
 C.  “U.S. Government Archive Number” means the identifying number assigned to media by the U.S. National Archives and Records Administration, Library of Congress, NASA, or other federal agency.

3. PERMITTED USE OF MEDIA:
The Media in Licensor's collection were obtained without access restrictions from the U.S. National Archives and Records Administration, Library of Congress, NASA, or other federal agency. Every item in the Licensor's collection is identified by a U.S. Government Archive Number, if such number exists.  The Licensor is unaware of any claims of rights infringement having arisen from use of the Media in this collection.
Licensor hereby grants the Licensee a worldwide, non-exclusive, perpetual license to employ for any purpose Media that does not contain Licensor's logo, including incorporation into any form of production, but not for the purposes of selling, re-licensing, or redistribution as stock media.
Licensor's logo is a copyrighted element, and lower-resolution Media supplied by Licensor that contains Licensor's logo shall not be broadcast or displayed for mass consumption via the Internet without the express written consent of Licensor.

4. LICENSEE'S ACKNOWLEDGMENTS
Licensee expressly represents and acknowledges that:
 A. The Media will not be used or edited in any way which will or is likely to tarnish the reputation of the Licensor or bring the Licensor into disrepute or which may be detrimental to or disparaging of the Licensor. It shall be the sole responsibility of the Licensee to ensure that, in its use of the Media, it does not
  (i) defame, libel or slander any person;
  (ii) infringe any moral rights or rights of privacy, confidentiality or publicity of any person (or any similar, analogous or related personal rights);
  (iii) infringe any trademarks or other rights of any person; or
  (iv) breach any relevant laws, rules, codes or guidelines.
The Licensee accordingly accepts that the Licensor shall have no responsibility or liability of any nature whatsoever with respect to the foregoing matters.

 B. Licensor has not knowingly included any copyrighted material in its collection and will immediately remove any that is determined to be.  Nevertheless, in the event that any substantiated third-party claims for infringement of any copyright arising from the contemplated use of the Media are made against the Licensee, the Licensee must immediately notify the Licensor in writing regarding the details of such claims and indemnify the Licensor, its directors, officers, agents, employees, representatives, affiliates, parent and subsidiary corporations, against any and all actions, claims, costs (including reasonable attorneys’ fees), damages, demands and expenses brought against, suffered or incurred by the Licensee as a result of such claims.

 C. The Licensee's contemplated use of the Media may require other consents, clearances, releases or licenses from parties other than the Licensor, and the Licensee hereby agrees to be solely responsible for obtaining all such necessary consents, clearances, releases or licenses and for making all payments required thereunder to any union, guild, actor, writer, composer, musician, producer, director or any other person or entity whose performances have been recorded in or who have performed services in connection with the Media;

 D. The Licensee is aware that some Media obtained from the Licensor are derived from historical works of the National Socialist (NSDAP/Nazi) government of Germany or an organization closely associated to it, or another party which has been banned by the Federal Constitutional Court of Germany. The use of insignia of organizations that have been banned in Germany (like the Nazi swastika or the arrow cross) may also be illegal in Austria, Hungary, Poland, Czech Republic, France, Brazil, Russia and other countries, depending on context. In Germany, the applicable law is paragraph 86a of the criminal code (StGB), in Poland – Art. 256 of the criminal code (Dz.U. 1997 nr 88 poz. 553). Licensor makes these Media available due to their historic nature ONLY, and in no way, shape, or form condones or tolerates any affiliations with the Nazi government or any associated organizations.

5.  INDEMNIFICATION:
The Licensee is solely responsible for the matters set forth in section 4, above, and hereby agrees to indemnify and to hold Licensor, its agents, employees, representatives, affiliates, parent and subsidiary corporations, harmless against any and all actions, claims, costs (including reasonable attorneys' fees), damages, demands and expenses brought against, suffered or incurred by Licensee as the result of any breach or non-observance of any of the obligations set forth in section 4, above. The terms of the indemnification set forth, herein, shall apply to all loss, cost, damage, liability or expense of any kind arising from claims of defamation, commercial disparagement or other actionable wrongs committed by the Licensee in connection with use of the Media.

6. LICENSE TERMINATION:
Upon termination resulting from any breach by the Licensee of the terms and conditions of this agreement, all of the Licensee's rights and entitlements granted hereunder shall immediately cease and the License granted hereunder shall immediately be revoked and revert back to the Licensor.

7. MISCELLANEOUS:
 A. Licensee shall allow the Licensor a courtesy credit for the use of the Media on the title cards of the Production in a manner equal in all respects to any other courtesy credits which licensee may accord to others in the Production;
 B. Nothing in this Agreement or in the License conveyed herein shall be deemed to constitute a partnership or joint venture between the parties, and neither party shall do or permit any act to be done whereby it may be represented as agent or partner of the other;
 C. This Agreement is personal to and for the sole benefit of the Licensee and the Licensee shall not be entitled to assign, transfer, license, sell or dispose of in any way of any of its rights, interests or obligations under this Agreement to any third party, with the following exception:  The utilization rights to the Media may be transferred to one single third party, if such transfer is carried out in the fulfillment of a customer project, e.g. by an advertising agency. The repeated utilization of the Media in projects for different customers is not permitted.  In such cases, additional licenses must be obtained for each individual customer;
 D. No waiver whether express or implied by the Licensor of any breach by the Licensee of any of its obligations herein shall be deemed to constitute a waiver or consent to any subsequent or continuing breach by the Licensee of any such obligations;
 E. Licensee expressly acknowledges that its failure to comply with any of the terms and conditions of this Agreement will render this Agreement and the License conveyed thereunder null and void ab initio;
 F. This Agreement shall be interpreted in accordance with the laws of the State of Delaware and will be subject to the exclusive jurisdiction of the courts, state and federal, located within the State of Delaware to which the parties hereby submit in relation to any dispute arising hereunder;
 G. This Agreement constitutes the entire understanding of the parties with respect to the subject matter hereof, and any amendments, changes or modifications shall have legal effect and be binding only if made in writing and signed by both parties.

(Revised 02 September 2010)