Filmopixel Brand Kit License

Filmopixel ("Licensor") hereby grants to the Licensee a limited, non-exclusive, non-transferable, revocable license to use the Filmopixel Brand Kit (as defined herein, including logos, wordmarks, color palettes, typefaces, and other brand elements provided by Licensor) solely for the approved purposes outlined in this Agreement. This license is provided free of charge / subject to be paid as per separate terms and does not transfer any right, title, or interest in or to the intellectual property of Filmopixel to the Licensee.

Permitted Uses Include (but are not limited to):

• Use of logos and brand elements in co-branded promotional materials or campaigns where Filmopixel is a recognized partner, producer, or otherwise officially involved, subject to prior written approval from Filmopixel for each such use.
• Inclusion in media press releases, articles, or interviews specifically concerning Filmopixel or a collaborative project involving Filmopixel, provided the representation is accurate and approved.
• Display on promotional materials for events, film screenings, workshops, or casting calls where Filmopixel’s official participation or production role is confirmed in writing.
• Use within digital or physical presentations, pitch decks, or internal team communications directly related to a project involving Filmopixel.
• Inclusion in a portfolio showcasing collaborative work completed with Filmopixel, provided that Filmopixel is clearly and accurately credited.

The Brand Kit may be used only in contexts that present Filmopixel in a professional, respectful, positive, and accurate manner, consistent with Filmopixel's brand image and reputation.

The Licensee agrees to strictly adhere to Filmopixel's official brand identity standards and guidelines as may be provided and updated by Filmopixel from time to time (collectively, the "Brand Manual"). These include, but are not limited to, logo placement, clear space requirements, color usage, and typographic hierarchy.

Specifically, the Licensee must:

• Use only the latest, unaltered versions of the logos and assets provided in the official Filmopixel Brand Kit.
• Maintain the original proportions, orientation, and integrity of the logos. A minimum clear space, as defined in the Brand Manual, must be maintained around the logo at all times.
• Display the logo only against backgrounds approved in the Brand Manual or otherwise approved in writing by Filmopixel.
• Utilize the approved typefaces and colors in all applications as specified in the Filmopixel Brand Manual.
• Seek prior written consultation and approval from Filmopixel’s designated brand team for any use cases not explicitly covered or clearly defined in the Brand Manual or this Agreement.

Any misuse, distortion, alteration, or unauthentic representation of the brand elements shall be considered a material breach of this Agreement and may result in immediate termination of the license.

The Licensee acknowledges that the Filmopixel Brand Kit and all elements thereof are protected trademarks and intellectual property of Filmopixel. Under this license, the Licensee is expressly prohibited from:

• Using the Brand Assets on any merchandise for sale or distribution (e.g., t-shirts, mugs, apparel, physical goods) unless explicitly authorized under a separate written merchandise license agreement with Filmopixel.
• Altering, modifying, disassembling, deconstructing, recoloring, animating, or combining the logo or other Brand Assets with unapproved text, graphics, or other elements not expressly permitted in writing by Filmopixel.
• Using the Brand Assets in any manner that implies an affiliation, partnership, sponsorship, or endorsement by Filmopixel beyond the scope of the permitted uses, or without specific prior written consent from Filmopixel.
• Using the Brand Assets in connection with any content or material that is illegal, unethical, pornographic, obscene, defamatory, libelous, threatening, harassing, hateful, racially or ethnically offensive, political in nature, or that promotes or incites discrimination or violence, or is otherwise objectionable in Filmopixel’s sole discretion.
• Redistributing, sub-licensing, selling, leasing, or otherwise making the Brand Assets available to any third party (including vendors or collaborators) without Filmopixel’s express prior written permission. Any approved use by third-party vendors on behalf of the Licensee must also comply with this Agreement.
• Incorporating or associating the Brand Assets with Non-Fungible Tokens (NFTs), blockchain-related products, cryptocurrencies, or similar digital assets without express prior written consent from Filmopixel.
• Using the Brand Assets in a manner that disparages Filmopixel, its products, services, or reputation.
• Registering or attempting to register any trademarks, domain names, social media handles, or other identifiers that are identical or confusingly similar to Filmopixel’s Brand Assets.

Any breach of these restrictions constitutes a material violation of this Agreement and will lead to its immediate termination.

The Licensee acknowledges and agrees that the Filmopixel Brand Kit, including all associated designs, logos, wordmarks, typefaces, color systems, and all other intellectual property rights therein (collectively, "Brand Assets"), are and shall remain the sole and exclusive property of Filmopixel.

This Agreement does not grant or transfer to the Licensee:

• Any ownership rights, title, or interest in or to the Brand Assets.
• Any right to register the Brand Assets or any confusingly similar marks in its own name.
• Any right to challenge Filmopixel’s ownership or the validity of Filmopixel’s rights in the Brand Assets.

The Licensee agrees that any goodwill derived from its use of the Brand Assets under this Agreement shall inure solely to the benefit of Filmopixel. Upon request from Filmopixel, Licensee shall execute any documents reasonably required to confirm Filmopixel's ownership of the Brand Assets and the goodwill associated therewith.

This license is granted for the duration of the specific project, campaign, or affiliation for which the Brand Kit is required, as mutually agreed between the parties in writing, or if no such duration is specified, it shall remain in effect until terminated as provided herein.

This Agreement and the license granted hereunder may be terminated as follows:

• By either party, with or without cause, upon providing fifteen (15) days' written notice to the other party.
• By Filmopixel, immediately and without notice, if the Licensee breaches any term or condition of this Agreement, including but not limited to the Usage Guidelines or Restrictions on Use.
• By Filmopixel, at its sole discretion, at any time, with or without cause, by providing written notice to the Licensee.

Upon termination or expiration of this Agreement for any reason:

• The Licensee shall immediately cease all use of the Filmopixel Brand Kit and any Brand Assets.
• The Licensee shall promptly remove the Brand Assets from all its materials, digital or physical, including websites, social media, presentations, and printed matter. If removal is not feasible for certain printed materials already in circulation, Licensee shall cease further distribution.
• Within seven (7) business days of termination, the Licensee shall confirm in writing (e.g., via email) to Filmopixel that it has complied with these cessation and removal obligations.
• Sections 3, 4, 6, 7, and 8 shall survive the termination or expiration of this Agreement.

The Filmopixel Brand Assets are provided to the Licensee "AS IS" and "AS AVAILABLE," without any warranties of any kind, whether express, implied, statutory, or otherwise. Filmopixel expressly disclaims all warranties, including but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement, and any warranties arising out of course of dealing or usage of trade. Filmopixel does not warrant that the Brand Assets will be error-free or that their use will be uninterrupted.

To the maximum extent permitted by applicable law, under no circumstances shall Filmopixel, its affiliates, directors, officers, employees, agents, or licensors be liable for any:

• Indirect, incidental, special, consequential, punitive, or exemplary damages, including but not limited to, damages for loss of profits, revenue, goodwill, data, business opportunities, or reputation, or other intangible losses, arising out of or relating to this Agreement or the Licensee’s use of or inability to use the Brand Assets, even if Filmopixel has been advised of the possibility of such damages.
• Any claims, damages, or losses arising from the Licensee’s misuse, misrepresentation, or unauthorized use of the Brand Assets, or any breach of this Agreement by the Licensee.

Filmopixel's total aggregate liability to the Licensee under this Agreement for any and all claims shall not exceed INR 1000 (Indian Rupees One Thousand only).

The Licensee assumes full responsibility for its use of the Brand Assets and for ensuring compliance with all applicable laws, regulations, and third-party rights. Licensee agrees to indemnify, defend, and hold harmless Filmopixel and its affiliates, officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with (i) Licensee's use of the Brand Assets, (ii) Licensee's breach of this Agreement, or (iii) Licensee's violation of any applicable law or any third-party right.

This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of India, without regard to its conflict of laws principles.

The parties shall first attempt to resolve any dispute, controversy, or claim arising out of or relating to this Agreement, including its interpretation, validity, performance, breach, or termination (a "Dispute") amicably through good faith negotiations. Such negotiations shall commence within fifteen (15) days of one party providing written notice of the Dispute to the other, and the parties shall endeavor to resolve the Dispute within thirty (30) days from the commencement of such negotiations.

If the Dispute is not resolved through negotiation as set forth above, it shall be referred to and finally resolved by binding arbitration administered in accordance with the Arbitration and Conciliation Act, 1996 of India, and any statutory modifications or re-enactments thereof.

1. The arbitral tribunal shall consist of a sole arbitrator mutually appointed by the Parties. If the Parties fail to agree on the appointment of the sole arbitrator within thirty (30) days from the date the arbitration is invoked (i.e., from the expiry of the negotiation period or earlier if negotiations are deemed to have failed), the arbitrator shall be appointed in accordance with the provisions of the Arbitration and Conciliation Act, 1996.
2. The seat (or legal place) of arbitration shall be Ranaghat, Nadia, West Bengal, India. The venue of the arbitration hearings may be conducted in Ranaghat, or at any other location, or virtually (through video-conferencing), as mutually agreed by the parties or determined by the arbitrator for convenience, provided the seat legally remains Ranaghat.
3. The language of the arbitration proceedings shall be English.
4. The arbitral award shall be in writing, state the reasons for the award, and be final and binding on the Parties. The Parties undertake to carry out any award without delay.

Subject to the arbitration provisions above, the Parties irrevocably agree that the competent courts located in Ranaghat, Nadia, West Bengal, India shall have exclusive jurisdiction for any court proceedings ancillary to the arbitration (such as applications for interim relief, challenging an arbitral award, or enforcing an arbitral award) and for any Dispute which, by express provision of Indian law, cannot be submitted to arbitration or if the arbitration agreement is found to be null, void, or inoperative. The choice of courts in Ranaghat, Nadia, West Bengal for such specific actions is a choice of forum by the parties and does not limit: (i) the application of the laws of India as the governing substantive law for this Agreement, or (ii) the enforceability of an arbitral award made hereunder across all of India in accordance with the Arbitration and Conciliation Act, 1996.

This Agreement, together with any Brand Manual or written guidelines provided by Filmopixel and explicitly incorporated herein by reference, constitutes the entire understanding and agreement between Filmopixel and the Licensee with respect to the subject matter hereof and supersedes all prior or contemporaneous oral or written communications, proposals, representations, or agreements.