License Agreement

License Agreement(s)

Effective date: [Insert Date]
Last updated: [Insert Date]

Dear COMPANY Customer:

The following License Agreement (“LA”) is a legal agreement between you or the employer or other entity on whose behalf you are entering into this agreement (“you” or “Customer”) and ________ (hereinafter referred as “COMPANY”) and sets forth the rights and obligations with respect to any Content licensed by you.

Please revisit this LA when you purchase any Content licenses. COMPANY reserves the right to modify the LA at any time in its sole discretion. Prior to such changes becoming effective, COMPANY will use reasonable efforts to notify you of any such change. Such notice may be made by your email address, an announcement on this page, your login page, and/or by other means. Modifications to this LA will only apply to prospective purchases (including any automated renewals). By licensing Content following any such modifications, you agree to be bound to the LA as modified.

The Company establishes a special license for the right to use its products. Each purchase on the Company’s website is certified by a license document. By proceeding to place an order, our customers automatically accept the Company’s license agreement and comply with the rules for using our products and services.

This is a single seat license authorizing one natural person to license, buy and use content. Unless you buy Commercial License, no other persons (including employees, co-workers or independent contractors) may use your licensed content.

Our site provides you with two possible types of licenses to use musical products sold on the site in accordance with these Terms and Conditions issued by our company:

• LICENSE FOR NON-EXCLUSIVE PRIVATE USE
• LICENSE FOR NON-EXCLUSIVE COMMERCIAL USE

1. ALL LICENSES FOR USE

1.1. COMPANY grants you a non-exclusive right to use Musical products in a Production, which Production may be distributed worldwide, in perpetuity, pursuant to the license you purchase:

• • LICENSE FOR NON-EXCLUSIVE PRIVATE USE: A “Standard musical products License” grants you the following rights and entitlements:
    • For your own personal, non-commercial use (not for resale, download, distribution, or any commercial use of any kind).
  • LICENSE FOR NON-EXCLUSIVE COMMERCIAL USE grants you the right to use musical products (which rights are in addition to 1 above):
  • you are granted any rights (including resale) other than the Company’s exclusive right to resell to any number of people;

1.2. RESTRICTIONS ON THE USE OF MUSICAL PRODUCTS.

• • YOU MAY NOT:
  • Sub-license, re-sell, rent, lend, assign, gift or otherwise transfer or distribute to any third-party the Licensed Musical products unless you purchased Commercial License
  • Sub-license, re-sell, rent, lend, assign, gift Musical products separate components or the right to use the Licensed Musical products separate components;
  • Resell, redistribute, provide access to, share or transfer any Licensed Musical products except as specifically provided herein;
  • Use the Licensed Musical products in connection with other material that is pornographic, defamatory, libelous, obscene, immoral, illegal or that otherwise violates any right(s) of any third party(ies);
  • Violate export laws, restrictions or regulations, by shipping, transferring or exporting Musical products into any country in violation of any export laws, restrictions or regulation;
  • Remix, mashup, or otherwise alter the Licensed Musical products;
  • Use Licensed Musical products in an audio-only Production in which music is the primary content.

2. WARRANTIES AND REPRESENTATIONS

1. COMPANY warrants and represents that:
   1. COMPANY’s contributors have granted COMPANY all necessary rights in and to the Content to grant the rights set forth in Part I.
   2. Musical productss in its original unaltered form and used in full compliance with this LA and applicable law, will not:

• infringe any copyright, trademark or other intellectual property right;
• violate any third parties’ rights of privacy or publicity;
• violate any law of Estonia, statute, ordinance, or regulation;
• be defamatory, libelous, pornographic or obscene.

2. Company makes no representations or warranties whatsoever other than those expressly made in this “warranties and representations” section.

3. INDEMNIFICATION AND LIABILITY

1. COMPANY shall not be liable for any damages, costs or losses arising as a result of modifications made to the Content or due to the context in which you use the Content.
2. You will indemnify and hold COMPANY, its officers, employees, shareholders, directors, managers, members and suppliers, harmless against any damages or liability of any kind arising from any use of the Visual Content other than the uses expressly permitted by this LA. You further agree to indemnify COMPANY for all costs and expenses that COMPANY incurs in the event that you breach any of the terms of this or any other agreement with COMPANY.

4. ADDITIONAL TERMS

1. The fees charged by COMPANY are exclusive of taxes, and all such taxes, direct or indirect, shall be in addition to any fees related to the products you are buying. If COMPANY is required to collect indirect and/or transactional taxes (such as sales tax, value-added tax, goods and services tax, et al) under the laws of your state or country of residence, you shall be liable for payment of any such indirect tax. Where COMPANY or you are required to collect or remit direct or indirect taxes, you may be required to self-assess said tax under the applicable laws of your country of residence.
2. • Any controversy or claim arising out of or relating to this LA, or the breach thereof, shall be settled by binding individual (not class) arbitration administered under the Commercial Arbitration Rules of Estonia, rather than in court, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof or having jurisdiction over the relevant party or its assets. The language of the arbitration shall be English. There shall be one arbitrator to be mutually agreed by the parties. Each party shall bear its own costs in the arbitration. Both parties agree that the following claims are exceptions to the Arbitration Agreement and will be brought in a judicial proceeding in a court of competent jurisdiction:
   • any claim related to actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights;
   • any claim seeking emergency injunctive relief based on exigent circumstances (e.g., imminent danger or commission of a crime, hacking, cyber-attack)
   • any claim arising solely from Customer’s alleged failure to pay fees due to COMPANY. This arbitration provision will survive termination of this LA.
3. Neither party may assign this agreement, without the prior written approval of the other party, except that COMPANY may assign this agreement to a subsidiary, an affiliated company within the COMPANY group, the entity that results from a merger or other corporate reorganization involving COMPANY, or an entity that acquires all or substantially all of COMPANY’s assets or capital stock.
4. This LA shall be construed neither against nor in favor of any party, but rather in accordance with the fair meaning of the language hereof. This LA is governed by and shall be construed in accordance with the laws of the applicable jurisdiction of Estonia.
5. If you are entering into this LA on behalf of your employer or other entity, you warrant and represent that you have the full right and authority to do so. In the event that you do not have such authority, you agree that you will be personally liable to COMPANY for any breaches of the terms of this LA.
6. If any individual term of this LA is found to be invalid or unenforceable by any legal or regulatory body of competent jurisdiction, such finding will be limited solely to such invalid or unenforceable part, without affecting the remaining parts of such individual term, or any other part of this LA, so that this LA shall otherwise remain in full force and effect.
7. You expressly agree that any feedback provided to you by COMPANY or its representatives regarding any questions you may have about this LA or your use of Content licensed hereunder, is solely for the purpose of interpreting this LA and is not legal advice. COMPANY cannot render legal advice to you and expressly disclaims any liability of any kind related to any feedback provided by COMPANY or its representatives.
8. It is expressly understood and agreed that this LA is entered into solely for the mutual benefit of the parties herein and that no benefits, rights, duties, or obligations are intended by this LA as to third parties.
9. Except as expressly set forth in the applicable license and warranties sections herein, COMPANY grants no rights and makes no further warranties. COMPANY only has model or property releases where expressly indicated on the COMPANY website.
10. COMPANY’s liability under any individual license purchased hereunder shall not exceed the “Limit of Liability” applicable to the license in effect at the time you know or should have known of the claim, and is without regard to the number of times the subject Content is licensed or used by you.
11. Except as specifically provided in Part III hereof, in no event, will COMPANY’s total aggregate liability to you or any third party claiming through you, arising out of or in connection with your use of or inability to use the COMPANY websites and/or Content contained thereon (whether in contract, tort or otherwise) exceed the monetary amount actually received by COMPANY from you for the applicable Content license.
12. Neither COMPANY nor any of its officers, employees, managers, members, shareholders, directors or suppliers shall be liable to you or to any other person or entity for any general, punitive, special, indirect, consequential or incidental damages, or lost profits or any other damages, costs or losses arising out of your use of the Content, COMPANY’s breach of this agreement, or otherwise, unless expressly provided for herein, even if COMPANY has been advised of the possibility of such damages, costs or losses.
13. Except as expressly set forth in Part II, all Content is provided “as is” without warranty of any kind, either express or implied, including, but not limited to the implied warranties of non-infringement, merchantability, or fitness for a particular purpose. Some Content may contain elements that require additional clearance if the Content is modified or used in a particular context. If you make such modification or use Content in such context, you are solely responsible for obtaining any additional clearances thereby required.
14. COMPANY does not warrant that the Content, COMPANY websites, or other materials will meet your requirements or that use will be uninterrupted or error free. The entire risk as to the quality, performance and use of the Content is solely with you.