Terms of Service
PART I. Definitions
· "Content" means all content available for license from the biblimusic and Enable Find website, including Images, Footage, Editorial, and Music (as defined herein.)
· "Music" means any musical compositions, master recordings, and any other recordings containing sounds or a series of sounds, in all formats, now known and hereinafter developed.
· "Editorial" means still photographs and footage appearing under the Editorial tab/section.
· "Visual Content" shall refer collectively to Editorial, Images, and Footage.
PART II. MUSIC LICENSES
- "Production" means all versions of a single audio-visual project or all versions of a single audio-only project in which Music is synchronized to narration in the context of a podcast episode, radio documentary, radio advertisement, or other similar audio-only production.
- MUSIC LICENSES
Enable Find grants you a non-exclusive, non-transferable right to synchronize Music in a Production, which Production may be distributed worldwide, in perpetuity, pursuant to the license you purchase (from among the two license types set forth below), and subject to the restrictions set forth in Part II Section 3 hereof:
- STANDARD MUSIC LICENSE: A Standard Music License grants you the non-exclusive right to synchronize Music in a Production (and in in-context trailers and promotional materials), distributed via web based-viewing platforms or used in non-web based "industrial" contexts, which include trade shows, conferences, corporate Events, internal corporate Use, and point of sale.
- ENHANCED MUSIC LICENSE: An Enhanced Music License grants you the non-exclusive right to synchronize Music in a Production (and in-context trailers and promotions therefore), solely subject to the restrictions set forth in Part II Section 3 hereof.
2.3 RESTRICTIONS ON THE USE OF MUSIC.
2.4 YOU MAY NOT:
- Sub-license, re-sell, rent, lend, assign, gift or otherwise transfer or distribute to any third-party the Music or the right to use the Music separate and apart from the Production in which (pursuant to your license) it is embodied;
- Resell, redistribute, provide access to, share or transfer any Music except as specifically provided herein;
- Manufacture, distribute, sell or otherwise exploit "records", CDs, mp3s or any other audio product embodying sound alone which incorporates Music, other than an audio-only Production expressly described in the definition of "Production" above. For the purpose of this sub-section the term "records" means all forms of reproductions, whether now known or hereafter devised, manufacture or distributed primary for home use, school use, or juke box use, embodying sound alone (excluding synchronized material);
- Use the Music 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 Music into any country in violation of any export laws, restrictions or regulation;
- Use, sell, sublicense, reproduce, distribute, display, incorporate into or otherwise make Music, in whole or in part, available as, or as part of, production library content, or downloadable files or include the Music or any derivative work incorporating the Music in any other stock product, library, or collection;
- Remix, mashup, or otherwise alter the Music, except that you may engage in basic editing of the Music (e.g., setting start/stop points, determining fade-in/fade-out points, etc.) in connection with the exercise of the license granted under this agreement;
- Use Music in an audio-only Production in which music is the primary content.
- Except for that Music designated "PRO-free," in the event any public performance licenses are required in connection with your use of the Music authorized under this TOS, you shall be responsible for obtaining such licenses at your sole expense. Notwithstanding anything to the contrary contained in this TOS: (a) in the event the laws of any jurisdiction require that, in order to avoid infringement or the violation of any third party rights, licenses be obtained from collection societies or similar entities for or in connection with activities otherwise authorized under this TOS, you shall be responsible for obtaining and paying for such licenses at your sole expense; and (b) this agreement does not include any so-called "moral rights" or like rights. You will file complete and accurate “cue sheets” with the appropriate Performing Rights Organization(s) and furnish a copy of each such cue sheet to Enable Find via email to email@example.com. This obligation shall apply to all Music except that Music designated "PRO-free."
- You may publish Productions incorporating Music on third party "user-generated" content distribution platforms (e.g., YouTube) (each a "UGC Platform"). You may not claim ownership of the Music or otherwise register any Music with any UGC Platform even as synchronized with your own Production. If you become aware that any third party claims any ownership interests in any Music, you agree to promptly notify Enable Find of each such claim.
- When incorporating the Music in the type of Production in which copyright attribution is customary, you shall provide credit in substantially the following form:
"'[Music Title]' performed by [Artist], used under license from Enable Find"
PART III - WARRANTIES AND REPRESENTATIONS
- Enable Find warrants and represents that:
- Enable Find's contributors have granted Enable Find all necessary rights in and to the Content to grant the rights set forth in Part I or Part II as applicable.
- Footage and Images in its original unaltered form and used in full compliance with this TOS and applicable law, will not: i) infringe any copyright, trademark or other intellectual property right; ii) violate any third parties' rights of privacy or publicity; iii) violate any US law, statute, ordinance, or regulation; or iv) be defamatory, libelous, pornographic or obscene.
- Editorial content in the original unaltered form and used in full compliance with this TOS and applicable law, will not infringe a third party’s copyright, it being understood that the foregoing warranty does not apply to elements depicted in the Editorial content.
- While Enable Find makes commercially reasonable efforts to ensure the accuracy of keywords and descriptions, as well as the integrity of Visual Content designated "Editorial Use Only", ENABLE FIND MAKES NO WARRANTIES AND/OR REPRESENTATIONS REGARDING ANY: I) KEYWORD, TITLES OR DESCRIPTIONS; OR II) AUDIO IN FOOTAGE. For the sake of clarity, Enable Find will not indemnify or have any liability in respect of any claims arising from inaccurate keyword, titles or descriptions, any audio in Footage.
- ENABLE FIND MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER OTHER THAN THOSE EXPRESSLY MADE IN THIS "WARRANTIES AND REPRESENTATIONS" SECTION.
PART IV - INDEMNIFICATION AND LIABILITY
- Subject to the terms hereof, and provided that you have not breached the terms of this or any other agreement with Enable Find, Enable Find 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 Enable Find’s breach of the express warranties and representations made in Part III hereof, together with associated expenses (including reasonable attorneys’ fees). Indemnification is conditioned upon you notifying Enable Find, 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 Content 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 Enable Find at firstname.lastname@example.org.) overnight courier, recipient’s signature required. Enable Find 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 Enable Find in the defense of any such claim and shall have the right to participate in any litigation at your own expense. You agree that Enable Find is not liable for any legal fees and/or other costs incurred by you or on your behalf prior to Enable Find having a reasonable opportunity to analyze such claim’s validity.
- Enable Find 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.
- Limits of Liability: Enable Find’s total maximum aggregate obligation and liability (the "Limit of Liability") arising out of each of Customer’s:
- Standard or Enhanced Music Licenses shall be USD $10,000.
If you have questions about the foregoing, please contact Customer Service. (Email: email@example.com.)
- You will indemnify and hold Enable Find, 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 TOS. You further agree to indemnify Enable Find for all costs and expenses that Enable Find incurs in the event that you breach any of the terms of this or any other agreement with Enable Find.
PART V - ADDITIONAL TERMS
- Except when required by law, Enable Find shall be under no obligation to issue refunds under any circumstances. All fees are non-refundable, even if your subscription is terminated before its expiration. You authorize Enable Find to charge you all subscription fees for the duration of the term agreed to at the time of purchase. In the event that Enable Find 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. If you reside in the European Union and you cancel your account within fourteen (14) days of making payment to Enable Find, provided that you have not yet downloaded or licensed any Visual Content, Enable Find, will refund the payment made by you in connection with such cancelled account. To cancel your account, please contact Customer Service. (Email: firstname.lastname@example.org.)
- Following the expiration of your subscription plan, such plan will automatically renew on the same terms as your original plan purchase. You can disable automatic renewal at any time prior to renewal using your account settings. You expressly grant Enable Find the right to charge you for each automatic renewal until you timely disable automatic renewal.
- If Enable Find 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 Enable Find 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.
- "Non-transferable" as used herein means that except as specifically provided in this TOS, you may not sell, rent, load, give, sublicense, or otherwise transfer to anyone, Content or the right to use Content. You may however, make a one-time transfer of Content to a third party for the sole purpose of causing such third party to print and/or manufacture your goods incorporating Content subject to the terms and conditions herein. If you become aware that any social media website uses any Content in a manner that exceeds your license hereunder, you agree to remove all derivative works incorporating Content from such Social Media Site, and to promptly notify Enable Find of each such social media website's use. You agree to take all commercially reasonable steps to prevent third parties from duplicating any Content. If you become aware of any unauthorized duplication of any Content please notify us via email at email@example.com.)
- Upon notice from Enable Find or if you learn that any Content is subject to a threatened or actual claim of infringement, violation of another right, or any other claim for which Enable Find may be liable, or if Enable Find removes any Content due to perceived business risk as determined in Enable Find's reasonable discretion and gives you notice of such removal, you will remove the Content from your computer systems and storage devices (electronic or physical) and, if possible, cease any future use of the removed Content at your own expense. Enable Find shall provide you with comparable Content (which comparability will be determined by Enable Find in its reasonable commercial judgment) free of charge, but subject to the terms and conditions of this TOS.
- If you use any Content 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 Enable Find, upon Enable Find’s reasonable request.
- Any controversy or claim arising out of or relating to this TOS, or the breach thereof, shall be settled by binding individual (not class) arbitration administered under the Commercial Arbitration Rules of the American Arbitration Association or of the International Centre for Dispute Resolution in effect on the date of the commencement of arbitration, 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 place of arbitration shall be the state and county of New York. 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: (i) 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; (ii) any claim seeking emergency injunctive relief based on exigent circumstances (e.g., imminent danger or commission of a crime, hacking, cyber-attack) (iii) any claim arising solely from Customer’s alleged failure to pay fees due to Enable Find. This arbitration provision will survive termination of this TOS.
- YOU AND ENABLE FIND AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION. Unless both you and Enable Find agree, no arbitrator or judge may consolidate more than one person’s claims or otherwise preside over any form of a representative or class proceeding. The arbitrator may award injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. You and Enable Find acknowledge and agree that we are each waiving the right to a trial by jury as to all arbitrable disputes under this TOS.
- If a court decides that applicable law precludes enforcement of any of the limitations in this Part V, Section 7 as to a particular claim for relief, then that claim (and only that claim) must be severed from the arbitration and may be brought in court.
- Neither party may assign this agreement, without the prior written approval of the other party, except that Enable Find may assign this agreement to a subsidiary, an affiliated company within the Enable Find group, the entity that results from a merger or other corporate reorganization involving Enable Find, or an entity that acquires all or substantially all of Enable Find’s assets or capital stock.
- This TOS shall be construed neither against nor in favor of any party, but rather in accordance with the fair meaning of the language hereof. This TOS is governed by and shall be construed in accordance with the laws of the applicable jurisdiction set forth in Section 5.24, without respect to its conflict of laws principles.
- If you are entering into this 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 Enable Find for any breaches of the terms of this TOS. You hereby grant Enable Find a worldwide, non-exclusive, limited license to use your trademarks in Enable Find's promotional materials, including a public customer list. Enable Find's use of your trademarks shall at all times conform to your then-current trademark use policies as made available to Enable Find and shall at all times inure to your benefit. Enable Find further agrees that it will use commercially reasonable efforts to terminate any particular use of your trademark no later than thirty (30) days from the date of receipt by Enable Find of your email request to firstname.lastname@example.org.
- he number of Content downloads available to you is determined by the product you purchase. For the purposes of this TOS, a day is defined as the twenty four (24) hour period beginning at the time your product is purchased. A month is defined as a calendar month beginning on and including the date that you purchase your product and ending on that date which is the earlier of (i) the same date as your purchase in the following month or (ii) the last day of the following month. By way of example, if you purchase a monthly subscription on March 5, it will renew on April 5. If you purchase a monthly subscription on August 31, your subscription will renew on September 30.
- Unless otherwise specified in the coupon, any coupon or discount code applied to a purchase hereunder shall apply only to the first payment made in connection with such purchase.
- If any individual term of this 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 this TOS, so that this TOS shall otherwise remain in full force and effect.
- You expressly agree that any feedback provided to you by Enable Find or its representatives regarding any questions you may have about this TOS or your use of Content licensed hereunder, is solely for the purpose of interpreting this TOS and is not legal advice. Enable Find cannot render legal advice to you and expressly disclaims any liability of any kind related to any feedback provided by Enable Find or its representatives.
- 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.
- In the event that you breach any of the terms of this or any other agreement with Enable Find, Enable Find shall have the right to terminate your account without further notice, in addition to Enable Find's other rights at law and/or equity. Enable Find 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.
- Except as expressly set forth in the applicable license and warranties sections herein, Enable Find grants no rights and makes no further warranties. Enable Find only has model or property releases where expressly indicated on the Enable Find website.
- Enable Find'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.
- Except as specifically provided in Part IV hereof, in no event, will Enable Find'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 Enable Find websites and/or Content contained thereon (whether in contract, tort or otherwise) exceed the monetary amount actually received by Enable Find from you for the applicable Content license.
- Neither Enable Find 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, Enable Find's breach of this agreement, or otherwise, unless expressly provided for herein, even if Enable Find has been advised of the possibility of such damages, costs or losses.
- Except as expressly set forth in Part III, 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.
- Enable Find does not warrant that the Content, Enable Find 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.
- In the event of any circumstance which is both unforeseeable and unavoidable, and which prevent Vendor from fulfilling its obligation of delivery under this contract, Vendor shall immediately advise Buyer of it with evidence by fax, confirmed by registered letter, giving full particulars thereof including its date of first occurrence and of the cause or event giving rise to it. The statement of the Chamber of Commerce shall include evidence of such particulars. Buyer has the right to check the circumstance of the force majeure and the period of time affected by the circumstance and Buyer shall approve the extension of the contract delivery date(s) by period affected by such circumstance. For the purpose hereto "FORCE MAJEURE" shall mean all causes or events beyond the control of the contracting parties which occur after the signature of the contract and which prevent its implementation and without limiting the generality of the foregoing such causes or events shall for example include : 1) State of war or hostility 2) Rebellions or civil riots 3) Earthquakes, floods, fires and other natural disasters. A shortage or lack of labor, material, water, electric power or gas and any failure of Sub-Vendors to perform its obligation will not be considered as a cause or an event of force majeure unless it is a consequence of force majeure as defined in the preceding sentence.
All disputes, controversies, or difference which may arise between the parties, out of or in relation to or in connection with the Order, or for the breach thereof, shall be finally settled by Arbitration in Seattle, Washington, U.S.A in accordance with the rules of American Arbitration Association or in Seoul, the Republic of Korea in accordance with the Korean Commercial Arbitration Rules. The Award rendered by the Arbitrator(s) shall be final and binding upon both parties concerned.