VSCRL End User License Agreement
This VSCRL FX (“VSCRL”) End-User License Agreement (the “Agreement”) is a legal agreement between you and VSCRL that explains how you can use content that you license from VSCRL. By downloading content from VSCRL, you accept the terms of this Agreement. If you do not agree to the terms of this Agreement, do not use the content.
1. Definitions. The following terms have the stated meanings:
a. "Audio Products" means any product in any format or media now known or hereafter devised, embodying the Licensed Material alone or only with other music, including, without limitation, compact discs (CDs), cassettes, phonograph records and digital downloads.
b. "Breach" means any breach of, or failure to comply with, any representation, warranty, covenant or agreement made or undertaken in this Agreement.
c. "Broadcast" means to cause or permit others to cause the performance, telecast, broadcast, transmission, streaming, exhibition or distribution of the Licensed Material.
d. "Copy" means to duplicate or otherwise make copies of the Work solely for the purpose of Broadcasting the Work.
e. "Edit" means use by Licensee of less than an entire sound effect or sound file, including the editing, looping, enhancing or modifying of the sound effect or sound file, provided that any such change shall not give rise to any ownership rights or claims, including copyright, on the part of Licensee in or to the resultant edited recording or composition.
f. "Licensed Material" means the (i) edited and mastered sound effects, (ii) source sound files, (iii) source video files, and (iv) any printed, "online" or electronic documentation offered for licensing by VSCRL and selected for use by Licensee (collectively the "Licensed Material"). Any reference in this Agreement to the Licensed Material shall be to each part of the Licensed Material and also to the Licensed Material as a whole.
g. "Licensee" means the person or entity purchasing a license hereunder and, if specifically identified during the purchase process or set forth in the invoice, also means the person or entity on whose behalf the license is purchased.
h. "Licensee Work" means the production, program or other project embodying the Licensed Material.
i. "Media" means, unless otherwise stated in the Rights and Restrictions, any and all media, now known or hereafter devised.
j. "Rights and Restrictions" means the information available to Licensee at the time of the Licensed Material selection, either: (i) accompanying the Licensed Material on any website where the Licensed Material is offered for licensing (including all areas of the purchase process); (ii) in any invoice or order receipt; and (iii) in any other written communication accompanying the Licensed Material. Such Rights and Restrictions may include, without limitation, a description of the Licensed Material, the permitted scope of use, any territory or other use restrictions applicable to the Licensed Material selected, and the corresponding price for the license of such Licensed Material (the "License Fee"). The Rights and Restrictions shall be incorporated into this Agreement and all references to the Agreement shall include the Rights and Restrictions.
k. "Synchronize" means to couple and/or synchronize, arrange, record, re-record, transcribe, modify or edit the Licensed Material solely in timed relation with a permitted use.
2. License Grants. Subject to the terms of this Agreement:
a. VSCRL grants to Licensee a direct, perpetual, worldwide, non-exclusive, non-sublicensable and non-transferable right, inclusive of mechanical and performing rights, to use, Edit and Synchronize the Licensed Material identified in the invoice, and to Copy and Broadcast Licensed Material, an unlimited number of times, for all purposes other than those explicitly prohibited in Section 3 below.
b. The License for this product is granted only to a single user. If Licensee wishes to purchase a multi-user license, please contact VSCRL directly.
3. License Restrictions.
a. Licensee may not: (i) make the Licensed Material available, or sell, license or distribute the Licensee Work, in a way that is intended to allow or invite a third party to download, extract, redistribute or access the Licensed Material as a standalone file; (ii) include the Licensed Material in an electronic template intended to be Copied by third parties, including, without limitation, in a product, service, or system that resells products that include the Licensed Material, or in any “build-it-yourself” media tools; or (iii) use or display the Licensed Material on websites or in any other medium designed to induce or involving the sale, license or other distribution of “on demand” products (e.g., products in which Licensed Material is selected by a third party for customization of such product on a made-to-order basis), including, without limitation, electronic greeting cards, voicemail greetings, ringtones, multi-media albums or presentations, or similar items.
b.For the avoidance of doubt, this Agreement forbids any re-distribution method of the Licensed Material, through any means, including but not limited to, re-selling, trading, sharing, resampling, mixing, processing, isolating, or embedding into software or hardware of any kind, for the purpose of re-recording or reproduction as part of any free or commercial library of musical and/or sound effect samples and/or articulations, or any form of musical sample or sound effect sample playback system or device.
c. Licensee shall not use, Edit, Synchronize, Copy, and/or Broadcast any source video files included within the Licensed Material.
d. Defamatory or otherwise unlawful use of Licensed Material is strictly prohibited, whether directly or in context or juxtaposition with other material or subject matter. Licensee shall also comply with any applicable regulations and/or industry codes.
e. Licensed Material shall not be used contrary to the Rights and Restrictions.
f. In connection with any permitted Copying or Broadcast of a Licensee Work on a website(s), Licensee shall post terms and conditions on such website(s) that prohibit downloading, republication, retransmission, reproduction or other use of the Licensed Material as a stand-alone file.
g. In connection with any permitted use on any social media platform or other third party website, Licensee's rights to such permitted uses shall automatically be revoked in the event that the third party website seeks to exploit purported rights to the Licensed Material contrary to the terms of this Agreement; and in such event, upon VSCRL’ request, Licensee shall remove any Licensed Material from such platform or website.
4. Warranty and Limitation of Liability.
a. VSCRL warrants that: (i) it has all necessary rights and authority to enter into and perform this Agreement; and (ii) Licensee's use of the Licensed Material in its original form, and when used in accordance with this Agreement, will not infringe upon the rights of any third party.
b. VSCRL DOES NOT MAKE ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE LICENSED MATERIAL OR ITS DELIVERY SYSTEMS, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. VSCRL SHALL NOT BE LIABLE TO LICENSEE OR ANY OTHER PERSON OR ENTITY FOR ANY PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR OTHER SIMILAR DAMAGES, COSTS OR LOSSES ARISING OUT OF THIS AGREEMENT, EVEN IF VSCRL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES. SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES OR LIABILITY FOR CERTAIN CATEGORIES OF DAMAGES. VSCRL SHALL NOT BE LIABLE FOR ANY DAMAGES, COSTS OR LOSSES ARISING OUT OF OR AS A RESULT OF MODIFICATIONS MADE TO THE LICENSED MATERIAL BY LICENSEE OR THE CONTEXT IN WHICH LICENSED MATERIAL IS USED IN A LICENSEE WORK.
5. Indemnification.
a. Provided Licensed Material is only used in accordance with this Agreement and Licensee is not otherwise in breach of this Agreement, and as Licensee's sole and exclusive remedy for any alleged or actual breach of the representations and warranties set forth in Section 4 above, VSCRL shall defend, indemnify, and hold harmless Licensee from all damages, liabilities and expenses (including reasonable outside attorneys' fees) arising out of or as a result of claims by third parties ("Claims") relating to any actual or alleged breach by VSCRL of its warranties set forth in Section 4. VSCRL shall have no obligation for any Claims that arise out of or are a result of: (i) Licensee's modification of the Licensed Material, where the Claim would not have arisen but for the modification made by Licensee; (ii) the context in which License Material is used in a Licensee Work, where the Claim would not have arisen but for such context; (iii) Licensee's failure to comply with the terms of this Agreement; (iv) fees or charges assessed on Licensee (or a Broadcaster of a Licensee Work) pursuant to the terms of a union or collective bargaining agreement to which Licensee (or such Broadcaster) is a signatory, or (v) Licensee's continued use of Licensed Material following notice from VSCRL, or upon Licensee's knowledge, that Licensed Material is subject to a claim of infringement of another's right. The foregoing states VSCRL' entire indemnification obligation under this Agreement.
b. Licensee shall defend, indemnify and hold harmless VSCRL and its parent, subsidiaries commonly owned or controlled affiliates, and content providers, and their respective officers, directors and employees, from all damages, liabilities and expenses (including reasonable outside attorneys' fees) arising out of or as a result of claims by third parties relating to: (i) Licensee's use of any Licensed Material outside the scope of this Agreement; or (ii) any other actual or alleged breach by Licensee of this Agreement.
c. The party seeking indemnification pursuant to this Section 7 shall promptly notify the other party of such claim. At indemnifying party's option, indemnifying party may assume the handling, settlement or defense of any claim or litigation, in which event indemnified party shall cooperate in the defense of any such claim or litigation as may reasonably be requested by indemnifying party. Indemnified party shall have the right to participate in such litigation, at its expense, through counsel selected by indemnified party. Indemnifying party will not be liable for legal fees and other costs incurred prior to the other party giving notice of the claim for which indemnity is sought.
6. Condition of Licensed Material. Licensee should examine all Licensed Material for possible defects (whether digital or otherwise) before sending any Licensed Material for Copying. VSCRL shall not be liable for any loss or damage suffered by Licensee or any third party, whether directly or indirectly, arising from any alleged or actual defect in any Licensed Material or its caption of in any way from its Copying.
7. Payment and Refunds. After payment has been received, Licensee will automatically get an email with download links to the Licensed Material. The download links are valid for thirty (30) days after the date of purchase. Licensee’s credit card will be debited immediately after the order has been fully placed. No refunds shall be provided by VSCRL after Licensee’s receipt of the Licensed Material.
8. Reservation of Rights. All rights which are not expressly granted by VSCRL to Licensee pursuant to this Agreement, including all promotional materials or any other property owned or controlled by VSCRL, are specifically reserved by VSCRL. Except as expressly set forth in this Agreement, nothing contained herein shall be deemed to convey or transfer to Licensee any ownership interest, including copyright, in or to the Licensed Material.
9. Miscellaneous Terms.
a. Unauthorized Use and Termination. Any use of Licensed Material in a manner not expressly authorized by this Agreement or in breach of a term of this Agreement constitutes copyright infringement, entitling VSCRL to exercise all rights and remedies available to it under copyright laws around the world. In addition, and without prejudice to VSCRL's other remedies under this Agreement, VSCRL reserves the right to charge and Licensee agrees to pay a fee equal to up to five (5) times VSCRL's standard license fee for the unauthorized use of the Licensed Material. VSCRL reserves the right to terminate this Agreement in the event Licensee: (i) enters the Agreement after having received notice of unauthorized use from VSCRL relating to the Licensed Material; (ii) provides inaccurate information regarding its proposed use of the Licensed Material at the time of entering the Agreement; (iii) fails to pay the License Fee; or (iv) otherwise breaches the terms of this Agreement. Upon termination, Licensee must immediately (I) stop using the Licensed Material; and (II) destroy or, upon the request of VSCRL, return to VSCRL the Licensed Material and, in the case of termination by VSCRL for cause, the Licensee Work in the Possession or control of Licensee.
b. Withdrawal. Upon notice from VSCRL, or upon Licensee's knowledge that any Licensed Material may be subject to a claim of another's right for which VSCRL may be liable, VSCRL may require Licensee to immediately and at its own expense (i) stop using the Licensed Material; (ii) delete or remove the Licensed Material from its premises, computer systems and storage (electronic and physical); and (iii) ensure that its clients do likewise. VSCRL shall provide Licensee with comparable Licensed Material (which comparability will be determined by VSCRL in its reasonable commercial judgment), free of charge, but subject to the other terms and conditions of this Agreement.
c. Governing Law/Arbitration. This Agreement will be governed by and construed in accordance with the laws of the State of California and the federal laws of the United States of America (as applicable), without giving effect to any choice of law principles that would require the application of the laws of a different jurisdiction. Any and all controversies, claims or disputes arising out of or related to this Agreement or the interpretation, performance or breach thereof, including, but not limited to, alleged violations of state or federal statutory or common law rights or duties, and the determination of the scope or applicability of this agreement to arbitrate (“Dispute”), except as set forth in Subsections (ii) and (iii), below, will be resolved according to the procedures set forth in Subsection (i), below, which will constitute the sole dispute resolution mechanism hereunder. The parties further agree that any dispute over the enforceability or validity of this agreement to arbitrate shall be resolved by the arbitrator to the extent permitted by law.
i. Arbitration. In the event that the parties are unable to resolve any Dispute informally, then such Dispute will be submitted to final and binding arbitration pursuant to the substantive and procedural provisions of the Federal Arbitration Act ("FAA"). The arbitration will be initiated and conducted according to either the JAMS Streamlined (for claims under $250,000) or the JAMS Comprehensive (for claims over $250,000) Arbitration Rules and Procedures, except as modified herein, including the Optional Appeal Procedure, at the Los Angeles office of JAMS, or its successor (“JAMS”) in effect at the time the request for arbitration is made (the “Arbitration Rules”). The parties agree that the costs of the arbitration will be shared pro rata to the extent permitted by law. The arbitration will be conducted in Los Angeles County before a single neutral arbitrator appointed in accordance with the Arbitration Rules. The arbitrator will follow California substantive law and the Federal Rules of Evidence in adjudicating the Dispute. The arbitrator will provide a detailed written statement of decision, which will be part of the arbitration award and admissible in any judicial proceeding to confirm, correct or vacate the award. Unless the parties agree otherwise, the neutral arbitrator and the members of any appeal panel will be former or retired judges or justices of any California state or federal court with experience in matters involving the entertainment industry. If either party refuses to perform any or all of its obligations under the final arbitration award (following appeal, if applicable) within thirty (30) days of such award being rendered, then the other party may enforce the final award in any court of competent jurisdiction in Los Angeles County. The party seeking enforcement will be entitled to an award of all costs, fees and expenses, including attorneys’ fees, incurred in enforcing the award, to be paid by the party against whom enforcement is ordered. The parties shall maintain the confidential nature of the arbitration proceeding and the Award, including the arbitration hearing, except as may be necessary to prepare for or conduct the arbitration hearing on the merits, or except as may be necessary in connection with a court application for a preliminary remedy, a judicial challenge to an Award or its enforcement, or unless otherwise required by law or judicial decision.
ii. Injunctive Relief. Notwithstanding the foregoing, either party will be entitled to seek injunctive relief (unless otherwise precluded by any other provision of this Agreement) in the state and federal courts of Los Angeles County.
iii. Other Matters. Any Dispute or portion thereof, or any claim for a particular form of relief (not otherwise precluded by any other provision of this Agreement), that may not be arbitrated pursuant to applicable state or federal law may be heard only in a court of competent jurisdiction in Los Angeles County.
d. Severability. If one or more of the provisions contained in this Agreement is found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected. Such provisions shall be revised only to the extent necessary to make them enforceable.
e. Waiver. No action of either party, other than express written waiver, may be construed as a waiver of any provision of this Agreement. A delay on the part of either party in the exercise of its rights or remedies will not operate as a waiver of such rights or remedies, and a single or partial exercise by either party of any such rights or remedies will not preclude other or further exercise of that right or remedy. A waiver of a right or remedy on one occasion will not be construed as a bar to or waiver of rights or remedies on any other occasion.
f. Entire Agreement. This Agreement is intended for business customers of VSCRL and contains all the terms of the license agreement. No terms or conditions may be added or deleted unless made in writing and either accepted in writing by an authorized representative of both parties or issued electronically by VSCRL and accepted in writing by an authorized representative of Licensee. In the event of any inconsistency between the terms contained herein and the terms contained on any purchase order sent by Licensee, the terms of this Agreement shall govern.