CinemaStock - Terms of Service and Media Licensing Agreement
This legal agreement is entered between you or the employer or entity on whose behalf you are entering into this agreement ("you" or "Customer") and SuperstarMe, LLC, a Nevada company with its office at 875 S Eastern Ave, Suite 200, Las Vegas, NV 89123, United States (referred to hereafter as " SuperstarMe") or its assignee(s). CinemaStock (“CinemaStock” or “SuperstarMe/CinemaStock”) is a website distributing media files at http://cinemastock.com.
"Media files" means footage, video clips, audio clips, music, video project files, 3d assets, 3d animations, motion graphics, stop-motion graphics, and the like available for license from the CinemaStock website.
The following Terms of Service ("TOS") constitutes an agreement between Customer and CinemaStock setting forth the rights and obligations with respect to any media licensed by you. By agreeing to the TOS, you agree that these terms control your rights and obligations with respect to all media licenses set forth herein, notwithstanding the subscription or license you may be purchasing today. Please revisit these TOS when you purchase any media files.
THIS LICENSE IS A SINGLE SEAT SUBSCRIPTION LICENSE AUTHORIZING
ONE NATURAL PERSON TO LICENSE, DOWNLOAD AND USE MEDIA FILES FROM CINEMASTOCK.
IF YOU WORK FOR AN ORGANIZATION, YOU HAVE THE RIGHT TO LICENSE, DOWNLOAD AND USE media fileS LIMITED TO YOUR OWN NEEDS WITHIN YOUR ORGANIZATION, AND THIS LICENSE APPLIES TO THE EMPLOYER WHO DESIGNATED YOU AS THE LICENSE USER.
IF YOU PURCHASED TEAM SUBSCRIPTION LICENSE, YOU HAVE THE RIGHT TO LICENSE, DOWNLOAD AND USE MEDIA FILES LIMITED TO THE NUMBER OF USERS PERMITTED BY THAT TEAM SUBSCRIPTION LICENSE.
If you require a multi-user TEAM SUBSCRIPTION LICENSE, please contact Customer Service at email@example.com.
1 STANDARD ROYALTY FREE MEDIA LICENSE
CinemaStock hereby grants you a non-exclusive, non-transferable right to use, modify and reproduce its media worldwide, in perpetuity, as expressly permitted by the applicable license and subject to the limitations set forth herein.
1.1 This license grants you the right to use CinemaStock media files for following uses:
1.1.1 As a digital reproduction, including on websites, in film and video, in TV and internet advertising, in social media, in mobile advertising, blogs, in online media, etc; excluding redistributable products that bundle and/or repackage said media;
1.1.2 Printed in physical form as part of product packaging and labeling, letterhead and business cards, point of sale advertising, billboards, CD and DVD cover art, advertising, printed magazines, news publications, and other tangible media, including books, calendars, mugs, etc.
1.2 RESTRICTIONS ON USE OF CINEMASTOCK MEDIA
YOU MAY NOT:
1.2.1 Use CinemaStock media other than as expressly provided by the license you purchased with respect to such media files.
1.2.2 Use CinemaStock media for producing projects for clients found via internet freelance and classifieds websites like Fiverr.com, Freelancer.com, CraigsList.com, etc. unless you charge minimum $300 USD (or equivalent in other currency) for such work; or unless your work is at least 50% original and not utilizing majority of CinemaStock footage.
1.2.3 Portray any person depicted in media files (an actor, model or character) in a way that a reasonable person would find offensive, including but not limited to depicting an actor: a) in connection with pornography, "adult videos", adult entertainment venues, escort services, dating services, or the like; b) in connection with the advertisement or promotion of tobacco products; c) as endorsing a political party, candidate, elected official, or opinion; d) as suffering from, or medicating for, a physical or mental ailment; or e) engaging in immoral or criminal activities.
1.2.4 Use any media in a pornographic, defamatory, or deceptive context, or in a manner that could be considered libelous, obscene, or illegal.
1.2.5 Use media designated "Editorial Use Only" for commercial purposes or any purposes not designated as editorial use.
1.2.6 Use footage that features bystanders, pedestrians, toursists and other persons that are happened to be within a footage frame but are not model-released for commercial purposes or any purposes not designated as editorial use. Such footage is marked as "Editorial Use" footage. When unsure, please email firstname.lastname@example.org to confirm whether specific footage can be used for commercial purposes.
1.2.7 Use media containing or depicting any trademarks, recognizable logos, identifiable brands, names and properties for commercial purposes.
1.2.8 Resell, redistribute, provide access to, share or transfer any media files except as specifically provided herein.
1.2.9 Use media in a manner that infringes upon any third party's trademark or other intellectual property, or would give rise to a claim of deceptive advertising or unfair competition.
1.2.10 Use any media (in whole or in part) as a trademark, service mark, logo, or other indication of origin, or as part thereof.
1.2.11 Falsely represent, expressly or by way of reasonable implication, that any media was created by you or a person other than the copyright holder(s) of that media.
1.2.10 Include media in distributable products, bundles, software, templates, or applications in the way that would allow an end-user to utilize said media without purchasing them from CinemaStock.
If you require any of the foregoing rights, please contact CinemaStock Customer Service at email@example.com.
1.3 CREDIT AND COPYRIGHT NOTICES
1.3.1 The use of media marked as "Royalty-free" does not rquire any attribution
1.3.2 If and where commercially reasonable, the use of media in merchandise or a production shall be accompanied by a credit to CinemaStock in substantially the following form:
"footage used under license from CinemaStock.com"
1.3.3 The use of
media in an "editorial" context, shall be accompanied by an adjacent credit to
CinemaStock in substantially the following form:
"footage provided by CinemaStock.com"
1.4 SPECIAL CONDITIONS APPLYING TO THE USE OF CINEMASTOCK MUSIC
1.4.1 Music provided by CinemaStock can be used royalty-free in any films,
videos, social media posts and other productions, assuming you accept the
CinemaStock has contracted music production to 3rd parties (composers) and acquired or licensed certain music for inclusion in CinemaStock library for your use. Due to potential subjective similarities between variety of music sounds and melodies, subjective influences and other factors that influence how similarity of music may be perceived or evaluated, CinemaStock will not be responsible for any possible copyright violations.
Especially, CinemaStock cannot guaranatee that legitimate or rogue claims will not be made against CinemaStock music included in your videos. Be aware that this problem applies to all music licensed from any sources, due to:
a) False copyright claims (https://www.google.com/search?q=YouTube+music+false+copyright+claims).
b) Legally unclear claims by music producers who may believe they recognize similarity to their own music compositions (https://www.google.com/search?q=blurred+lines+lawsuit).
c) Other factors.
If you receive copyright infirngement notice from YouTube or otherwise, or you are a music producer who found similarity of your song to ours, please contact us at firstname.lastname@example.org so that we can investigate further. If we determine any possibility of copyright violation we will remove the music file from our library.
2. WARRANTIES AND REPRESENTATIONS
2.1 CinemaStock warrants and represents that its contributors have granted it all necessary rights in and to the media files to grant the rights set forth in Part I as applicable.
2.2 While CinemaStock makes commercially reasonable efforts to ensure the accuracy of keywords and descriptions, as well as the integrity of media designated "Editorial Use Only", CinemaStock MAKES NO WARRANTIES AND/OR REPRESENTATIONS REGARDING ANY: I) KEYWORD, TITLES OR DESCRIPTIONS; OR II) MEDIA DESIGNATED "EDITORIAL USE ONLY". For the sake of clarity, CinemaStock will not indemnify or have any liability in respect of any claims arising from inaccurate keyword, titles or descriptions, or the use of media files designated as Editorial Use Only.
2.3 CINEMASTOCK MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER OTHER THAN THOSE EXPRESSLY MADE IN THIS "WARRANTIES AND REPRESENTATIONS' SECTION.
3. INDEMNIFICATION AND LIABILITY
3.1 Subject to the terms hereof, and provided that you have not breached the terms of this or any other agreement with CinemaStock, CinemaStock will defend, indemnify, and hold you harmless up to the applicable "Limit of Liability" set forth below. Such indemnification is solely limited to Customer's direct damages arising from a third-party claim directly attributable to CinemaStock's breach of the express warranties and representations made in Part II hereof, together with associated expenses (including reasonable attorneys' fees). Indemnification is conditioned upon you notifying CinemaStock, in writing, of any such claim or threatened claim, no later than five (5) business days from the date you know or reasonably should have known of the claim or threatened claim. Such notification must include all details of the claim then known to you (e.g., the use of media files at issue, the name and contact information of the person and/or entity making the claim, copies of any correspondence received and/or sent in connection with the claim). The notification must be emailed to CinemaStock at email@example.com, with a hard copy to CinemaStock c/o SuperstarMe, LLC, 8275 S Eastern Ave Suite 200, Las Vegas, NV 89123, Attention: General Counsel, via certified mail, return receipt requested; or overnight courier, recipient's signature required. CinemaStock shall have the right to assume the handling, settlement or defense of any claim or litigation to which this indemnification applies. You agree to cooperate with CinemaStock in the defense of any such claim and shall have the right to participate in any litigation at your own expense. You agree that CinemaStock is not liable for any legal fees and/or other costs incurred by you or on your behalf prior to CinemaStock having a reasonable opportunity to analyze such claim's validity.
3.2 CinemaStock shall not be liable for any damages, costs or losses arising as a result of modifications made to the media or due to the context in which the media is used by you.
3.3 Limits of Liability: CinemaStock's total maximum aggregate obligation and liability (the "Limit of Liability") arising out of each of Customer's shall be equal to your purchase price of your media subscription. If you have not paid CinemaStock any amounts in the subscription period during which you first assert any such claim, CinemaStock's sole and exclusive liability shall be limited to ten dollars ($10).
If you have questions about the foregoing, please contact Customer Service via email at firstname.lastname@example.org.
3.4 You will indemnify and hold CinemaStock, its officers, employees, shareholders, directors, managers, members, suppliers and actors, harmless against any damages or liability of any kind arising from any use of the media files other than the uses expressly permitted by these TOS. You further agree to indemnify CinemaStock for all costs and expenses that CinemaStock incurs in the event that you breach any of the terms of this or any other agreement with CinemaStock.
4. ADDITIONAL TERMS
4.1 Except when required by law, CinemaStock shall be under no obligation to issue refunds under any circumstances. In the event that CinemaStock determines that you are entitled to a refund of all or part of the fees you paid, such refund shall be made using the payment method originally used by you to make your purchase.
4.2 "Non-transferable" as used herein means that except as specifically provided in these TOS, you may not sell, rent, load, give, sublicense, or otherwise transfer to anyone, CinemaStock media or the right to use the media. You may however, make a one-time transfer of media to a third party for the sole purpose of causing such third party to manufacture your product(s) incorporating media subject to the terms and conditions herein. If you become aware of any unauthorized duplication of any CinemaStock media please notify us via email at email@example.com.
4.3 If you use any media as part of work product created for or delivered to a client or customer, you will disclose the identities of such clients or customers to CinemaStock, upon CinemaStock's reasonable request.
4.4 Arbitration - All controversies, disputes, demands, counts, claims, or
causes of action between CinemaStock and you, including disputes arising
shall exclusively be settled through binding arbitration. Arbitration shall be
subject to the Federal Arbitration Act and not state arbitration law. The
arbitration shall be conducted before one commercial arbitrator with substantial
experience in resolving similar disputes. The matter may be arbitrated either by
JAMS or the American Arbitration Association (“AAA”), as mutually agreed upon by
the parties or selected by the party filing the claim. As modified by these
arbitration shall be subject to the then current rules of JAMS or AAA (whichever
is arbitrating the dispute), for commercial arbitration and, if the arbitrator
deems it appropriate, consumer disputes. You are thus GIVING UP YOUR RIGHT TO GO
TO COURT to assert or defend your rights EXCEPT for matters that may be taken to
small claims court. Your rights will be determined by a NEUTRAL ARBITRATOR and
NOT a judge or jury. You are entitled to a FAIR HEARING, BUT the arbitration
procedures are SIMPLER AND MORE LIMITED THAN RULES APPLICABLE IN COURT.
Arbitrator decisions are as enforceable as any court order and are subject to
VERY LIMITED REVIEW BY A COURT.
You and CinemaStock must abide by the following rules: (a) at your election, any in-person arbitration hearing may take place in the federal judicial district of your residence; (b) if your claim is for $10,000 or less, instead of an in-person hearing, you may choose whether the arbitration will be conducted solely on the basis of documents or through a telephonic hearing; (c) the arbitrator’s ruling is binding and not merely advisory; (d) ANY CLAIMS BROUGHT BY YOU OR CINEMASTOCK MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF, PRIVATE ATTORNEY GENERAL OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING; (e) THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING, (f) THE ARBITRATOR SHALL NOT AWARD CLASS-WIDE RELIEF; (g) CinemaStock will pay the arbitration costs as required by the rules of JAMS or AAA (depending upon which is arbitrating the dispute), and in the event that you are able to demonstrate that the costs of arbitration will be prohibitive as compared to costs of litigation, CinemaStock will pay as much of your arbitration filing and hearing fees as the arbitrator deems is necessary to prevent the arbitration from being cost-prohibitive as compared to the cost of litigation, (h) the arbitrator may award any damages or other relief or remedies that are permitted by applicable law; and (i) each side pays his, her or its own attorneys’ fees and costs unless the claim(s) at-issue permit the prevailing party to be paid its fees’ and litigation costs, and in such instance any fees’ and costs awarded by the arbitrator shall be determined by applicable law, statute, regulation, or case law.
Notwithstanding the foregoing, either you or CinemaStock may bring an individual action in small claims court. Further, claims of infringement or misappropriation of the other party’s patent, copyright, trademark, or trade secret shall not be subject to this arbitration agreement. Such claims shall be exclusively brought in the state or federal courts located in the State of Nevada. With the exception of subparts (d) - (f) in the paragraph above (prohibiting arbitration on a class or collective basis), if any part of this arbitration provision is deemed to be invalid, unenforceable or illegal, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, or illegal provision were not contained. If, however, subparts (d) - (f) are found to be invalid, unenforceable or illegal, then the entirety of this arbitration provision shall be null and void, and neither you nor CinemaStock shall be entitled to arbitration. In the event this agreement to arbitrate is held unenforceable, or in the event both AAA and JAMS refuse to arbitrate the Dispute, all controversies, disputes, demands, counts, claims, or causes of action between CinemaStock and you shall be exclusively brought in the state or federal courts located in the State of Nevada.
For more information on AAA, its rules and procedures, and how to file an arbitration claim, you may call AAA at 800-778-7879 or visit the AAA website at http://www.adr.org. For more information on JAMS, its rules and procedures, and how to file an arbitration claim, you may call JAMS at 800.352.5267 or visit the JAMS website at http://www.jamsadr.com/.
4.5 If you are entering into these TOS 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 CinemaStock for any breaches of the terms of these TOS.
4.5 The number of media files downloads available to you is determined by the product you purchase. For the purposes of these TOS, a month is defined as thirty (30) consecutive days beginning on and including the date that you purchase your product; a year is defined as three hundred sixty five (365) consecutive days beginning on and including the date that you purchase your product.
4.6 If any individual term of these TOS 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 the TOS, so that these TOS shall otherwise remain in full force and effect.
4.7 It is expressly understood and agreed that this TOS is entered into solely for the mutual benefit of the parties herein and that no benefits, rights, duties, or obligations are intended by this TOS as to third parties.
4.8 In the event that you breach any of the terms of this or any other agreement with CinemaStock, CinemaStock shall have the right to terminate your account without further notice, in addition to CinemaStock's other rights at law and/or equity. CinemaStock shall be under no obligation to refund any fees paid by you in the event that your account is terminated by reason of a breach.
4.9 Except as expressly set forth herein, CinemaStock grants no rights and makes no warranties, with regard to the use of personally identifiable information that may be visible in the media files, music or other audio in footage, trademarks, trade dress or copyrighted designs or works of art or architecture depicted in any media files. CinemaStock only has model or property releases where expressly indicated on the CinemaStock website.
4.10 CinemaStock's liability under any individual license purchased hereunder shall not exceed the "Limit of Liability" applicable to the license in effect at the time customer knows or should have known of the claim, and is without regard to the number of times the subject media files is licensed or used by you.
4.11 Except as specifically provided in Part III hereof, in no event, will CinemaStock'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 CinemaStock websites and/or media contained thereon (whether in contract, tort or otherwise) exceed the monetary amount actually received by CinemaStock from you for the applicable media license.
4.12 Neither CinemaStock 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 media, CinemaStock's breach of this agreement, or otherwise, unless expressly provided for herein, even if CinemaStock has been advised of the possibility of such damages, costs or losses.
4.13 Except as expressly set forth in Part II, all media 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 media files may contain elements that require additional clearance if the media files is modified or used in a particular context. If you make such modification or use media in such context, you are solely responsible for obtaining any additional clearances thereby required.
4.14 CinemaStock does not warrant that the media, CinemaStock 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 website and the media is solely with you.
Effective May 1, 2017