BOOBOOCOUSINS.COM CONTENT LICENSE AGREEMENT
PLEASE READ THIS AGREEMENT CAREFULLY.
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This Content License Agreement (this “Contract”) governs the terms by which you the "Licensee" (“You” or “Your”) may have the right to use and download the instrumental music files and tracks, sound effects, art design, illustrations, graphic design, photography, and other material from “Licensor” located at http://booboocousins.com . To clarify, these downloaded materials will be cited collectively as "General Content" and music instrumental/track will be cited as "Music". The term "Content" will refer to all the material available for download and will be made up of General Content and Music.
This Contract is in addition to the booboocousins.com Terms and Conditions of Service ("Terms and Conditions") which are incorporated herein by reference and to which you will be contractually bound upon your signature to this Contract. In the event of any inconsistency between this Contract Agreement and the Terms and Conditions, this Contract shall govern. Any capitalized term that is not defined in this Contract shall have the same meaning as set out in the Terms and Conditions.
GENERAL INFORMATION IN RESPECT OF THIS AGREEMENT
By selecting the correct box at the end of this Contract and typing "I Agree" or otherwise signifying your acceptance, your acceptance of this Contract Agreement either for yourself or on behalf of your company or employer or chief principal, and agree to be bound by its terms. If you are accepting on behalf of your company or employer, you represent and warrant that you have full legal authority to bind your company or employer. If you do not have such authority or you do not accept or agree with these contract terms, cease use of this website and do not continue with any license purchase.
You the Licensee represent that, if an individual, he or she is at least 18 years of age and has the full right and authority to enter into this Agreement. Licensee represents that information provided to http://booboocousins.com is correct and true, including, without limitation, all credit card or other payment data, and Licensee agrees to bring up to date such data as necessary.
LICENSE TERMS
Upon your acceptance of this Contract Agreement and our receipt of payment from you, booboocousins.com grants to you a perpetual, non-exclusive, non-transferable worldwide license to use the Content for the Permitted Uses (as described below). The use intended by you must be a Permitted Use. If it is not, it is prohibited by this Contract Agreement. All other rights in and to the Content, including, without limitation, all copyright and other intellectual property rights relating to the Content, are retained by the producer of the Content.
GENERAL CONTENT LICENSE (This does not feature Music. Please look below this section for Music License.)
Permitted Uses for General Content:
These are subject to the restrictions described under "GENERAL CONTENT AND MUSIC LICENSE RESTRICTIONS: PROHIBITED USES" seen below.
The following are "Permitted Uses" of "The Content":
1. educational, non-profit and in-house corporate videos
2. online productions including websites, podcasts, vlogs and videocasts;
3. video, films, movies, broadcast and theatrical presentations;
4. advertising and promotional projects, offline or used on the world wide web, film and video presentations, commercials, catalogues and brochures.
5. For any other uses you will need approval in writing, in advance by Licensor. If you have any questions as to whether your proposed use is a Permitted Use, please contact Licensor by email at music@booboocousins.com
You may only use the Content for those purposes which are Permitted Uses.
For clarity, you may not use the Content in products for resale, license or other distribution, unless:
(i) the proposed use is approved in writing, in advance by Licensor; or
(ii) the Content is being used as a part of a larger work, in which the Content itself does not account for 25% or more of the finished product; or
(iii) the original Content has been modified or transformed sufficiently so that it constitutes an original work entitling the producer to copyright protection under applicable law ("Permitted Derivative Work"), and the primary value of the Permitted Derivative Work is not recognizable as the Content itself.
In order to be considered a Permitted Derivative Work the Content contained in the derivative work, cannot be downloadable, extractable or accessible by a third party as a stand-alone file. The work will be a "Permitted Derivative Work" for the purposes of this Contract only if you meet these criteria. Mere modification of the Content, and subsequent reproduction will not constitute a Permitted Derivative Work. If you have any question of whether a work is a Permitted Derivative Work or a Permitted Use, please contact Licensor by email at music@booboocousins.com Any use of the Content that is not a Permitted Use shall constitute infringement of copyright and is a breach of this Contract.
MUSIC LICENSE
Permitted Uses for Music Content
Subject to the restrictions described under "General Content and Music License Restrictions: Prohibited Uses." below and the exceptions described under "Music License, Additional Rules, Restrictions And Acknowledgements Related To Performance Rights Organizations this agreement must adhere to”. The following are "Permitted Uses" of the Music:
BooBooCousins.com offers 3 Music licenses. Please purchase the appropriate license based upon your intended usage of the Music.
License A - Standard Music License
Permitted Uses for the "License A - Standard" Music License:
License B - Wide Music License
Permitted Uses for "License B - Wide" Music License:
License C - Broad Music License
Permitted Uses for "License C - Broad" Music License:
If you have any questions as to whether your proposed use is a Permitted Use, please contact us by email at music@booboocousins.com You may only use the Content for those purposes which are Permitted Uses.
GENERAL CONTENT AND MUSIC LICENSE RESTRICTIONS: PROHIBITED USES
You may not do anything with the Content that is not expressly permitted in the following section or permitted by a separate modified Content license approved by Licensor. By way of example and not limitation, the following are "Prohibited Uses":
General Content Marked as "Editorial"
Content marked as "Editorial Use Only" includes images or video of cultural, political, newsworthy, events, social and various scenes. Content marked as "Editorial Use Only" may be downloaded and used in an editorial context on the condition that the following terms are satisfied.
Content marked as "Editorial" may be used in honest news broadcasts and productions. Content marked as Editorial could include logos or identifiable persons and may not include a signed model or property release. You are solely responsible for the use of any Editorial Content. Editorial Content is NOT meant for commercial use and using aforementioned Content in any commercial production is prohibited.
Music License, Additional Rules, Restrictions And Acknowledgements Related To Performance Rights Organizations this agreement must adhere to: (please find additional information about Performance Rights Organization ASCAP at http://ASCAP.com )
Sample CUE SHEET at links below.
cue sheet - filled out (an example)
cue sheet - blank form
Here is our cue sheet information that you will need to complete the forms.
Song Name: SONG NAME
Composer: Boo Boo Cousins
Composer’s Performance Rights Organization: ASCAP
Publisher: JON NATH MUSIC PUBLISHING
Publisher’s Performance Rights Organization: ASCAP
Seat Restrictions:
Only you the Licensee are permitted to use the Content, although you may transfer files containing the Content or Permitted Derivative Works to your clients, for the purpose of reproduction for Permitted Uses, provided that such parties shall have no further or additional rights to use the Content and cannot access or extract it from any file you provide. You may use the Content in only one production project. So long as that one production is a Permitted Use, you may reproduce the item containing the Content an unlimited number of times. You may physically transfer the Content and its archives from one location to another. If you require the Content to be in more than one location or accessible by more than one person, you must purchase the Content from booboocousins.com for each such use or contact us to obtain a Multi-Seat License. You may make one copy of the Content solely for back-up intentions, and you must reproduce all proprietary notices on this single back-up copy.
Term of Contract
This Contract is effective until it is terminated. If you terminate this Contract you must destroy or delete the Content and any Permitted Derivative Works, along with any copies or archives of it or accompanying materials (if applicable), and cease using the Content for any purpose. This Contract and all of your rights under it terminates automatically without notice if at any time you breach any of its terms. You must, if requested, confirm to us in writing that you have complied with these requirements and provide any proof thereof requested by us.
Amendment
This Contract can be amended by us at any time by posting an amended contract on the website. Your only recourse, if you are not agreeable to the amended contract is to terminate this Contract and cease use of the Content. Otherwise, you will be bound by the terms of the amended contract.
Replacement of the Content
We may revoke the license granted by this Contract and replace the Content with an alternative for any reason. We may inform you of replacement of the Content by sending notice of same, along with the replacement the Content to the address or contact information provided to us by you or such other address as you may advise us in writing to use. In the event of a replacement, the license for the replaced Content immediately terminates for any products that do not already exist, and this Contract (or the then-current version of this Contract) automatically applies to the replacement Content. You agree not to use the replaced Content, or any Permitted Derivative Works, for future products and to take all reasonable steps to discontinue use of the replaced Content, or any Permitted Derivative Works, in products that already exist.
Limitation of Warranties and Liability
THE CONTENT IS PROVIDED "AS IS" WITHOUT REPRESENTATION, WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. WE DO NOT REPRESENT OR WARRANT THAT THE CONTENT WILL MEET YOUR REQUIREMENTS OR THAT IT WILL BE ERROR FREE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE CONTENT IS WITH YOU. SHOULD THE CONTENT PROVE DEFECTIVE, YOU ASSUME THE ENTIRE RISK AND COST OF ALL NECESSARY CORRECTIONS.
Certain jurisdictions do not allow the exclusion of implied warranties, so portions of the above exclusion may not apply to you.
Licensors entire liability and Licensee's exclusive remedy with respect to Licensee's inability to use the Licensed Content and/or Music as the result of material defects in the Content and/or Music will be limited so that (1) Licensee, upon request to Licensor, will be permitted to download the Content and/or Music again to obtain a replacement copy of the Content and/or Music; or (2) if Licensee continues to be unable to download the Content and/or Music Licensor will send Content and/or Music by email to Licensee’s desired email address, or (3) if Licensee cannot receive email Licensor will send Content and/or Music by postal delivery to Licensee’s desired address. Licensor will refund the fee actually paid by Licensee for such Content and/or Music, provided Licensor determines, in its sole discretion, that Licensee was unable to receive any of the above 3 methods successfully.
Licensors liability will not exceed the return of the amount of the purchase price paid by licensee. No action, regardless of form, arising out of the transactions under this Agreement may be brought by Licensee more than one year after the cause of the action has accrued.
Licensor warrants that it has all necessary rights and authority to enter into and perform under this agreement.
LICENSOR MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE LICENSED CONTENT, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. LICENSOR AND ITS AFFILIATES OR CONTENT PROVIDERS OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, PARTNERS OR AGENTS SHALL NOT BE LIABLE TO LICENSEE OR ANY OTHER PERSON OR ENTITY FOR ANY GENERAL, PUNITIVE, SPECIAL, INDIRECT, EXEMPLARY, CONSEQUENTIAL OR INCIDENTAL DAMAGES, OR LOST PROFITS OR ANY OTHER DAMAGES, COSTS OR LOSSES OR PROCEEDING ARISING UNDER THIS AGREEMENT OR ARISING OUT OF LICENSEE'S USE OF THE LICENSED CONTENT OR OTHERWISE, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES, WHETHER THE ACTION IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR OTHERWISE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR FOR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, THE LIABILITY OF LICENSOR OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, PARTNERS, AGENTS OR PRODUCERS SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
Licensor operates the Site as a venue for the licensing of visual, audio, audiovisual, illustration, graphic design and other content. Licensor acts solely as a service provider providing storage of materials on its systems or networks at the direction of Licensor's users.
Licensor has made reasonable efforts to ensure the correct labeling, categorization and keywords of the Instrumental/Track; however, Licensor does not warrant the accuracy of such information.
Indemnity
Licensee agrees to compensate, hold harmless and defend Licensor from and against any and all claims, demands, suits, damages, liabilities and all reasonable expenses connected thereto, including attorneys’ fees, against or suffered by Licensor with respect to any matter that arises from or is a result of a breach or attempted breach of this agreement by Licensee.
General Provisions
The parties to this Agreement are independent contractors, and nothing in this Agreement shall create a joint venture, partnership, employment relationship, franchise relationship or taxable entity between the parties.
Upon reasonable notice, Licensor reserves the right to inspect any records relating to the use of any of the Content and/or Music to ensure that the Content and/or Music is being used in accordance with this Agreement. Upon Licensor's request therefore, Licensee shall provide a copy of all uses of the Content and/or Music.
This Agreement embodies the parties' entire agreement and supersedes and cancels any prior agreement, express or implied, written or oral, with respect to its subject matter. No modification, deletion, amendment of any provision is binding unless in writing signed by each party's authorized representative.
No waiver of any default under this Agreement will apply to any subsequent default, whether of a similar nature or not, nor will any such waiver be construed as a waiver of any other provision of this Agreement.
If any provision, or portion thereof, of this Agreement, or its application to any person or circumstance, shall be invalid, illegal or unenforceable to any extent, the remainder of this Agreement, such provision and their application shall not be affected thereby, but shall be interpreted without such unenforceable provision or portion thereof so as to give effect, insofar as is possible, to the original intent of the parties, and shall otherwise be enforceable to the fullest extent permitted by law.
Whenever the singular number is used in this Agreement and when required by the context, the same shall include the plural and vice versa, and the neuter gender shall include the feminine and masculine genders and vice versa. The headings in this Agreement are for convenience only and are in no way intended to describe, interpret, define or limit the scope, extent or intent of this Agreement or any of its provisions.
This Agreement shall be construed in accordance with the laws of the State of New York
without regard to its choice of law provisions. The United Nations Convention on Contracts for the International Sale of Goods does not govern this Agreement. The parties hereby consent to the jurisdiction of the courts of the State of New York, County of New York and the Federal Courts located therein.
All of the covenants, terms, provisions and agreements contained in this Agreement shall be binding upon, and inure to the benefit of, the parties hereto and, to the extent permitted by this Agreement, their respective heirs, legal representatives, successors and assigns. This Agreement may be assigned by either party to another party upon prior written notice so long as such party agrees to be bound by its terms.
Except as otherwise set forth herein, any notice required or permitted to be given under this Agreement shall be in writing, delivered by hand, nationally recognized overnight courier service, email or registered or certified mail, addressed to Licensor at address provided or email provided; or to you at the email address or contact information provided by you.
If you have questions regarding this Contract, please contact booboocousins.com at music@booboocousins.com