LAST UPDATED: February 2025

THIS CONTENT LICENSE AGREEMENT – Entertainment, including the terms set forth on any Invoice (as defined below) (collectively, the “Agreement”) sets forth the terms and conditions between you as Licensee (“You,” “Your” or “Licensee”) and Veritone Digital, Inc. (“Veritone”) as licensor, in connection with the license and use of any Content (defined below) licensed from Veritone for the derivative works created by You that incorporates the Content as authorized by this Agreement and as expressly defined and identified in the final Quote and/or Invoice provided to You by Veritone (each identified work, a “Project”). You will be required to click to indicate acceptance of this Agreement below before You purchase a license to use any Content (defined below) from the Veritone website and such acceptance shall form a binding agreement between You and Veritone. You should also read our Privacy Policy which describes how we use Your personal data/information and our Terms and Conditions regarding Your use of our site. This Agreement, the Privacy Policy and Terms and Conditions may be amended by Veritone and posted on the Veritone website from time to time without advance notice to You. If You do not agree with this Agreement or our Terms and Conditions, please cease use of our website and do not continue with any license of Content. We encourage You to print a copy of the Agreement for Your records.

Definitions.
- 1.1 “Content” means all images, footage, films, videos or other audio/visual representations recorded in any format that are available for license as described on the Invoice. Content may have restrictions regarding a minimum seconds per clip that must be licensed or minimum seconds per individual Project that must be licensed and such restrictions shall be noted on the Invoice for such license.
- 1.2 “Invoice” means the form invoice generated by Veritone via the Veritone website that sets out the clip(s) of Content You agree to license and the various rights associated with such clip(s), including the Client Name, Project Name/Type, Distribution/Use, Territory, Term, and License Fee (each, as defined in an Invoice), as well as the method of delivery and format. Any Invoice shall be incorporated and made a part of this Agreement and all references to the Agreement shall include the Invoice.
- 1.3 “Licensee,” “You”or “Your”means the entity or individual purchasing the license under this Agreement or, if the purchaser is acting on behalf of another entity or individual, the entity or individual specifically named under Client Name on the Invoice.
Grant of License.
- 2.1 General: All licenses granted by Veritone are conditioned upon (i) Licensee’s compliance with the terms of this Agreement and (ii) Veritone’s receipt of full payment of the License Fee (as defined herein) identified in the applicable Invoice.
- 2.2 License Granted: Subject to the terms of this Agreement, and excluding the rights granted in Sections 2.3, Veritone grants You a non-exclusive, non-transferrable and non-sublicensable right and license to use, display, crop, and publish the Content identified and defined on the applicable Invoice in the Project (as defined in the applicable Invoice) solely pursuant to the Term, Territory, Distribution/Use and other rights and restrictions specified in the applicable Invoice and this Agreement
- 2.3 Who May Use the Content: Any license granted for Content pursuant to this Agreement is non-sublicensable and non-assignable unless otherwise specified in the applicable Invoice. Licensee may license and/or transfer ownership of the final Project in connection with the distribution of the final Project as may be necessary to effectuate the intended use set forth in the Project; provided, however, such right does not extend to distribution or transfer of the rights to the Content for any purpose other than the Project. The rights granted herein do not include the right to use or incorporate the Content in advertising, publicity and promotional materials for the Project (e.g., trailers, television spots, etc.) unless such rights are specifically permitted in the applicable Invoice. Any licensee or transferee of a Project shall be bound by the terms of this Agreement and Licensee shall be jointly and severally liable to Veritone for any breach of the terms of this Agreement due to Licensee’s license of or transfer of a Project and shall indemnify Veritone pursuant to Section 16.1 in connection therewith.
Restrictions.
- 3.1 Licensee shall not sub-license, sub-distribute, re-record, transfer, assign, sell, resell, redistribute, reproduce or provide to others any portion of the Content in any manner except as required to effectuate the Project (including in advertising and promotion materials in connection with the Project and only when requested and pre-approved by Veritone). You may not store or share the Content in any format or configuration except as required to incorporate the Content in the Project as authorized herein and solely up to the time the Project is completed, or as otherwise set forth in the applicable Invoice. Licensee shall not permit the Content to be available in any medium in a manner that enables third parties to download, extract or access the Content as a standalone file. Subject to the Licensee Indemnification Obligations (as defined herein), Veritone hereby authorizes Licensee to edit the Content as follows: streaming various sections together, interlacing with other scenes in the Project, muting of sound, digitizing, timing, color correction and/or cropping. Except as incorporated in the Project, You may not directly or indirectly reproduce the Content in any secondary reproductions such as screen shots, or on file-sharing or social networking websites (such as YouTube, Facebook, Twitter, etc.), unless authorized by Veritone in writing or as set forth in the applicable Invoice.
- 3.2 Unless otherwise set forth in an Invoice, Licensee may not use the Content in multiple Projects or make multiple use of the Content in any individual Project. If Licensee requires multiple lifts and versions or multiple uses of the Content for a Project, a separate License Fee shall apply and be reflected in the applicable Invoice.
- 3.3 You may not use the Content in any way that might be considered defamatory, libelous, obscene, pornographic, immoral, illegal, or that infringes or violates the rights of any third party. You also may not use the Content in any manner that creates/arises to false light or inference or places the Content in a context that brings Veritone or any Content supplier of Veritone into public disrespect, scandal, ridicule, or detract from the public image of Veritone or any of its Content suppliers or affiliates, or any of their current or former employees or any person, firm or corporation appearing in the Content. You may not use any sports Content in connection with or in any way related to a lottery, sweepstakes, game of chance or any other type of gambling or wagering activity unless you comply with all applicable laws and regulations. Any determination regarding the appropriate use of Content pursuant to this Section 3.3 shall be at the sole discretion of Veritone; provided that Veritone shall meet and confer with Licensee prior to making such determination.
- 3.4 Licensee acknowledges and agrees that when licensing Content from the NCAA^®content library, it must adhere to the NCAA rules and advertising and promotional standards, as published on the NCAA’s website (as amended from time to time). All licenses of Content involving collegiate or professional sports require approval from Veritone prior to any use of Content for the intended Project, and any use by Licensee of Content in a Project without such approval via the rights granted in an Invoice or by separate writing from Veritone shall be unauthorized and in violation of this Agreement.
- 3.5 Content shall not be incorporated into a logo, trademark or service mark. If there are any incidental trademarks or logos contained in the Content, You may not alter or use such marks in any way which implies an association with or an endorsement by the owner(s) of such logos or trademarks, and the inclusion of these incidental trademarks in the Content does not in any way imply such association with or endorsement of the Content. Veritone does not grant any license or right under this Agreement to any trademark, service mark, trade dress or logo or to any third-party footage, photographs or copyrighted images that appear in the Content. Unless otherwise specified within this Agreement, no license or rights are granted to any broadcaster’s logos, watermarks, music and graphical inclusions, school trademarks and any other trademarks appearing in the Content or to any announcer’s calls contained in the Content (if applicable). Except as set forth in Section 7, Licensee is solely responsible for securing the necessary clearances associated with the Content.
- 3.6 Unless authorized under Section 3.1 above or approved in writing by Veritone, You shall not alter, edit or enhance the Content in any manner, and in particular You may not use any portion of the Content, including but not limited to, images or sound, to create new or different video, images, voices, or sounds.
License Fee. The license fee(s) charged for Content will depend upon Your particular use of the Content and will be set forth on the applicable Invoice (in each case, a “License Fee”). All Content licensed on a per second basis may be subject to minimum fees based upon the agreed per second rate, which is defined as the actual running time of the Content on-screen, including duplicate or slow-motion use of the Content.
Payment. Unless the Licensee is granted approval to pay by Invoice, all License Fees must be paid in advance by credit card. Acceptable credit cards are VISA, MasterCard, Discover and American Express. All Veritone invoices are due Net 30 from the date they are issued. License Fees are non-refundable. Except for material defects (see Section 13.1 below), there are no refunds on Content licenses. Failure to pay any License Fees (as defined on the applicable Invoice) will be considered a material breach of this Agreement and if payment is not made in accordance with this Agreement, Veritone shall have the right to revoke Your license and You must cease using any Content immediately. Veritone at its discretion may charge interest at the rate of one-and-one-half percent (1.5%) per month, or such lesser amount as is allowed by law for outstanding unpaid balances. You shall have no obligation to use the Content; provided, however, payment is still required for any Content, whether or not You use such Content.
Taxes and Duties. You are responsible for paying any and all applicable sales taxes, use taxes, value added taxes, customs and duties imposed by any jurisdiction as a result of the license granted to You, or Your use of the Content pursuant to this Agreement.
Releases and Clearances.
- 7.1 All Content may be subject to copyrights, trademarks, rights of publicity, moral rights or other rights of another party. You shall be solely responsible for determining whether a clearance or release is required in connection with Your proposed use of such Content, including but not limited to, rights from any trade union, organization or guild, rights with respect to names, images or likenesses, or if any master use, synchronization, performance or other rights are required with respect to any music in the Content.
- 7.2 Except by notice given specifically by Veritone to You, and except for the underlying copyright in the Content, Veritone does not make any representations or warranties that it owns or licenses, and also does not provide any copyright clearance or model or property releases, to the Content and grants no rights and makes no warranties that it owns or licenses any rights related to or in any names, images, likenesses, persons, places, property (real, personal or any other kind) or subject matter depicted in any Content or with regard to the use of names, people, trademarks, trade dress, registered, unregistered or copyrighted designs or works of art or architecture depicted in any Content.
- 7.3 In the event of a claim against Veritone relating to Your use of the Content, upon request by Veritone, You agree to provide all copies of consents and clearances obtained pursuant to this Section 7. If You fail to obtain any consents and/or clearances necessary for Your use of the Content in any Project pursuant to this Section 7, then without prejudice to any other rights and remedies of Veritone, Your use of the Content is at Your own risk and You agree to indemnify, defend and hold Veritone, its Content suppliers, licensors, and each of their respective officers, directors, employees, affiliates, successors, assigns, distributors and agents harmless from any claim that may arise relating to Your use of the Content. In addition to and without limiting the foregoing indemnification obligations, if an Invoice expressly states that consents and/or clearances are required for any specific Content licensed, in the event that You fail to obtain the required consents/clearances, the license of the Content for such Project as forth on the Invoice shall automatically terminate forthwith and any and all rights granted to You shall immediately revert to Veritone.
- 7.4 When requested and if available, Veritone will notify You in writing or on an Invoice where it has obtained a model release and/or a property release for any Content.
Unauthorized Use. Veritone agrees to license Content only on the condition that it is used in accordance with the terms of this Agreement. Any unauthorized use of Content by Licensee is a material breach of this Agreement and entitles Veritone to seek damages at law and/or equitable relief and immediately rescind the license granted with respect to such Content hereunder. Except with respect to the unauthorized use of Content, Veritone waives its right to seek or obtain injunctive or other equitable relief against the Project.
Termination of License. If you do not comply with the material terms and conditions of this Agreement, Veritone shall provide written notice of any alleged breach and you will have 15 days from receipt of such notice to cure such breach. If you fail to cure the breach, then this Agreement and the License granted for Content which is directly connected to such breach, will automatically terminate; provided, however, that such termination shall not invalidate or nullify the terms and conditions governing any Content previously licensed hereunder for which a License Fee was paid.
Protection of Content. You shall use Your best efforts to protect and secure the Content to ensure that it cannot be copied outside of the Project, that it retains its linear production for which it was licensed and cannot be searched and downloaded in broadcast or substantially comparable quality.
Copyright and Copyright Notice; Trademarks. All Content is copyrighted by Veritone or its Content suppliers and is protected by United States Copyright laws, international treaty provisions and other applicable laws. No title or intellectual property rights in the Content, except for the license granted herein, are transferred to You by this Agreement. Veritone and its Content suppliers retain all rights not expressly granted by this Agreement. Any trademarks, service marks, design marks, logos and/or trade dress included in the Content is subject to the exclusive owners of such marks and/or trade dress and no license to such marks is granted by this Agreement.
Credit. In the event any attribution credits are provided to any similar third parties in connection with any Project, You agree to include a credit line that reads “Footage provided by Veritone,” or such other credit as separately identified in each Invoice for the Project. Such attribution credit shall be equal in all respects to any credit accorded to any other third party of comparable services. You further agree to provide attribution credits as may be required by specific Content suppliers.
LIMITED WARRANTY AND DISCLAIMERS.
- 13.1 Veritone warrants (a) it has all necessary rights and authority to enter into and perform under this Agreement; (b) subject to Section 7, Your authorized use of the Content will not violate any third party copyrights to the underlying Content, and (c) the Content shall be free from defects in material and workmanship.
- 13.2 EXCEPT AS PROVIDED IN THE LIMITED WARRANTY SET FORTH ABOVE, VERITONE, ITS CONTENT SUPPLIERS AND LICENSORS EXPRESSLY DISCLAIM ANY AND ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS OF ANY KIND OR NATURE, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION, PERFORMANCE, MERCHANTABILITY, DURABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR FROM A COURSE OF DEALING OR USE IN TRADE.
- 13.3 THE SOLE AND EXCLUSIVE REMEDY FOR A BREACH OF SECTION 13.1(c) OF THE LIMITED WARRANTY IS THE REPLACEMENT OF THE CONTENT OR REFUND OF THE LICENSE FEE, AT LICENSEE’S OPTION.
LIMITATION OF LIABILITY. EXCEPT FOR ANY LIABILITY WHICH CANNOT BY LAW BE EXCLUDED OR LIMITED, NEITHER VERITONE NOR ANY VERITONE SUBSIDIARY, SUCCESSOR, PARENT, AFFILIATE, OFFICER, DIRECTOR, EMPLOYEE, CONTRACTOR, CONTENT SUPPLIER, OR LICENSOR SHALL BE LIABLE TO YOU OR ANY OTHER THIRD PARTY CLAIMING THROUGH YOU FOR SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES, PUNITIVE, STATUTORY, OR LOST PROFITS OR ANY OTHER DAMAGES ARISING OUT OF, OR RELATING TO THIS AGREEMENT AND/OR YOUR USE OR INABILITY TO USE THE CONTENT, WHETHER FRAMED AS A BREACH OF WARRANTY OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE, IN TORT, CONTRACT, FAILURE OF ESSENTIAL PURPOSE OR OTHERWISE. IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF VERITONE OR ANY OF ITS SUBSIDIARIES, SUCCESSORS, PREDECESSORS, PARENTS, AFFILIATES, OR CONTENT SUPPLIERS, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, OR LICENSORS OWED TO YOU OR ANY THIRD PARTY CLAIMING THROUGH YOU ARISING FROM THIS AGREEMENT, ITS TERMINATION OR EXPIRATION, AND/OR YOUR USE OF ANY CONTENT PROVIDED BY VERITONE, EXCEED THREE (3) TIMES THE MONETARY AMOUNT ACTUALLY RECEIVED BY VERITONE FOR THE USE OF THE APPLICABLE CONTENT.
Licensee Warranties. You represent and warrant that (a) You are at least eighteen years of age and have the full right and authority to enter into this Agreement on behalf of Yourself and/or the entity listed under Client Name on the Invoice, (b) Licensee’s use of the Content will comply with the terms and conditions herein and those set forth in the Invoice, and (c) You are responsible for determining whether Your use of any Content in the Project requires the consent of any other party or the license of any additional rights and obtaining such consents/licenses if required. You further represent and warrant that the information that You provide to Veritone is accurate and true, including, without limitation, all credit card or other payment information and You shall update such information as necessary.
Indemnification.
- 16.1 Licensee Indemnification Obligations. You agree to defend, indemnify and hold harmless Veritone, its Content suppliers, licensors, and each of their respective officers, directors, employees, affiliates, successors, assigns, distributors and agents against all third party claims, lawsuits, demands, damages, judgments, costs and expenses (including reasonable attorneys’ fees) arising out of or related to (i) Your breach of the terms, restrictions, conditions, and/or warranties of this Agreement (including the terms, conditions, and restrictions identified on the applicable Invoice), (ii) Your use, editing, or modification of any Content or combination of any Content, with any text or other content, (iii) Your failure to obtain any required or necessary releases or clearances or other permissions for Your use of the Content, (iv) except as set forth in Section 13 regarding Veritone’s warranties, any violation of any intellectual property right or violation of any privacy or publicity right, or (v) the negligent conduct of You or any of Your employees, contractors, agents, clients, principals, or users. Notwithstanding the foregoing, You shall have no obligation under this section unless Veritone provides You with written notice within 015 days of Veritone’s receipt of any written claim subject to this indemnity and the right to defend or control the defense of such claim and shall not, in any case, have any obligation with respect to any claims covered under Section 16.2 below.
- 16.2 Veritone’s Indemnification Obligations. Provided that the Content is used in accordance with this Agreement, including the terms in the Invoice, Veritone shall defend, indemnify and hold You harmless against all third-party claims, lawsuits, demands, damages, judgments, costs and expenses (including reasonable attorneys’ fees), arising out of or related to Veritone’s breach of the warranties in Section 13 above. Notwithstanding the foregoing Veritone shall have no obligation under this section unless You provide Veritone with written notice within 15 days of Your receipt of any written claim subject to this indemnity and the right to defend or control the defense of such claim and shall not, in any case, have any obligation with respect to any claims covered under Section 16.1 above.
Marketing and Promotion. By using any Content, You grant Veritone the right to display or reference Your derivative work using or incorporating such Content, in any reasonable marketing, educational, and/or promotional purpose as an example of customer usage.
Confidentiality. During the term of this Agreement, Veritone may provide You with certain pricing, technical, marketing and other confidential information. You acknowledge that such confidential information encompasses valuable trade secrets which are proprietary to Veritone or its Content suppliers. You agree that You will maintain the confidentiality of any confidential information that Veritone may provide You, and You shall not use or disclose such confidential information without the prior written consent of Veritone or its Content suppliers, as the case may be.
Notice. Any notice, approval, request, authorization, direction or other communication under this Agreement will be given in writing by electronic mail. Notices to Veritone shall be sent to your Veritone contact with a copy to legaldept@veritone.com. Notices to Licensee shall be sent to the address set forth in the Invoice.
Governing Law. This Agreement will be governed in all respects by the laws of the State of California, without reference to its laws relating to conflicts of law. The parties hereto agree that all actions or proceedings arising in connection with this Agreement shall be tried and litigated exclusively in the State and Federal courts located in the State of California.
Assignment. Except as otherwise set forth herein, Licensee may not assign, transfer or convey all or any part of this Agreement, or the License hereunder, without the prior written consent of Veritone. For avoidance of doubt, the foregoing shall not limit Licensee’s rights to assignment of the Project in its entirety in connection with distribution, exhibition, broadcast or other exploitation, advertising and/or promotion of the Project.
Amendment and Waiver. Except as otherwise expressly provided herein, any provision of this Agreement may be amended and the observance of any provision this Agreement may be waived (either generally or any particular instance and either retroactively or proactively) only with the written consent of both parties.
Third Party Beneficiary. For all purposes of this Agreement, each of Veritone’s Content suppliers shall be expressly deemed intended third party beneficiaries of this Agreement and shall have the right to enforce the terms and conditions of this Agreement.
Miscellaneous. This Agreement, as well as agreements and other documents referred to in this Agreement constitute the entire agreement between the parties with regard to the subject matter hereof and thereof. This Agreement supersedes all previous agreements, both oral and written, between or among the parties. If any provision of this Agreement is determined by a court to be invalid or unenforceable, such determination shall not affect any other provision of this Agreement, each of which shall be construed and enforced as if such invalid or unenforceable provision were not contained herein.

Content License Agreement - Entertainment