VReel Terms and Conditions of Use
Effective as of 5th February 2020
VistaReel offers a single type of license model: this is, “royalty-free”. A royalty-free license does not imply that there is not a cost attached to this license. However, royalty-free means that a license is issued once a fee is paid, a royalty-free license is issued without a provision to pay extra royalties if the content is re-used. All royalty-free content is licensed for unlimited, perpetual use, and pricing is included in the VREEL platform membership subscription fee, or in the case of “one-off” purchase, the royalty-free license is covered in the cost of this transaction.2. In which ways can licensed content be used?
Licensed content may be used in any way that abides by the rights granted to you without limitations except for restricted use cases (Restricted Use Cases viewable below). Subject to those restrictions and the rest of the terms of this agreement, the rights granted to you by VistaReel AB & the VREEL platform are:
Perpetual, meaning there is no expiration or end date on your rights to use the content. Worldwide, meaning content can be used in any geographic territory. Unlimited, meaning content can be used an unlimited number of times. Any and all media, meaning content can be used in print, in digital or in any other medium or format. Non-Exclusive, meaning that you do not have exclusive rights to use the content. VistaReel AB can license the same content to other customers.
“Use” means to copy, reproduce, modify, edit, synchronize, perform, display, broadcast, publish, or otherwise make use of. Please make sure you read the Restricted Uses section below for exceptions.4. Restricted Uses.
- No Unlawful Use. You may not use content in a pornographic, defamatory or other unlawful manner, or in violation of any applicable regulations (including for sports content, any restrictions or credentials issued by a sports league or governing body) or industry codes.
- No Use to Replicate a Similar Service. You may not use content from VistaReel AB or the VREEL platform to replicate or recreate a service in competition with VistaReel AB.
- No ‘Original’ File Use. You may not use content in any way that allows others to download, extract, or redistribute content as a standalone file (meaning just the content file itself, separate from the project or end use), this includes sections and segments of the ‘original’ file in any arrangement and the full ‘original’ file itself. Without special agreement or the purchase of additional licenses. The following are prohibited without the formal written consent of VistaReel AB and/or payment of an additional license fee.
- No Digital Templates. Unless you purchase a custom license or a partnership agreement has been made before the fact, you may not use content in electronic or digital templates intended for resale or other distribution (for example, website templates).
Content is exclusively for use by the owner of the license. You may NOT transfer or ‘sub-license’ the content to anyone else. Exceptions may be made in certain cases:
- Employer or client. If you are purchasing on behalf of your employer or client, then your employer or client can use the content. In that case, you represent and warrant that you have full legal authority to bind your employer or client to the terms of this agreement. If you do not have that authority, then your employer or client may not use the content. The rights purchased may only belong to you or your employer/client, depending on who is named as the “Licensee” at the time of purchase. In other words, if you purchase a royalty-free video, only one of you (and not both) may reuse that image for multiple projects.
- Seat/User Restrictions for “Free-Lance” Memberships. Please note that seat/user restrictions apply for royalty-free content. You may store licensed royalty-free content in a digital library, network configuration or similar arrangement to allow the licensed royalty-free content to be viewed by your employees and clients, so long as there are no more than 10 users total (not at any given time). If you require content be available to more than 10 users, please contact VistaReel AB to purchase additional seat licenses.
- No Seat/User Restrictions for “Agency” memberships. If you purchase an Agency mebership, seat license restrictions do not apply and an unlimited number of users within the same organization may use licensed content.
- Subcontractors. You may allow subcontractors (for example, a video editor or production company) or distributors to usecontent in any production or distribution process related to your final project or end use. These subcontractors and distributors must agree to be bound by the terms of this agreement and may not use the content for any other purpose.
You will be responsible for tracking all activity for each user account, and you agree to: (a) maintain the security of all passwords and usernames; (b) notify VistaReel AB immediately in the case of any unauthorized use or other breach of security; and (c) accept all responsibility for activity that occurs under each user account. VistaReel AB reserves the right to monitor downloads and user activity to ensure compliance with the terms of this agreement. If VistaReel determines that you are in breach of this or any other term of this agreement, it may suspend access to your account without refund and seek further legal remedies.7. Intellectual Property Rights.
- Who owns the content?
All of the licensed content is owned by either VistaReel AB or its pilot contributors. All rights not expressly granted in this agreement are reserved by VistaReel AB and the content suppliers. You may not assert any right to revenue from a collecting society in respect of digital copying or other secondary uses of the licensed content.
No attribution is necessary or required with regards to content under any of the available licenses. Users are free to use the content without an inclusion of credit or acknowledgement to VistaReel AB or the contributing pilot/content provider.
- Termination. VistaReel AB may terminate this agreement at any time if you breach any of the terms of this or any other agreement with VistaReel AB, in which case you must immediately: cease using the content; delete or destroy any copies; and, if requested, confirm to VistaReel AB in writing that you have complied with these requirements.
- Social Media Termination. If you use the content on a social media platform or other third party website and the platform or website uses (or announces that it plans to use) the content for its own purpose or in a way that is contrary to this agreement, the rights granted for such use shall immediately terminate, and in that event, upon VistaReel AB’s request, you agree to remove any content from such platform or website.
- Refunds/Cancellation. All requests for refunds/cancellations must be made in writing or using the cancellation function on the VREEL Platform website. In the case of “one-off” purchases, provided that the request is made within 7 days of purchase and the licensed content has not been used, VistaReel AB may cancel the relevant order and issue a full refund to your account or credit card. No credits or refunds are available for cancellation requests received more than 7 days from your receipt of content, or for research, lab, service or subscription fees, all of which are non-refundable. In the event of cancellation, your rights to use the content terminate, and you must delete or destroy any copies of the content.
- Content Withdrawal. VistaReel AB may discontinue licensing any item of content at any time at its own discretion. Upon notice from VistaReel AB, or upon your knowledge, that any content may be subject to a claim of infringement of a third party’s right for which VistaReel AB may be liable, VistaReel AB may require you to immediately, and at your own expense: cease using the content, delete or destroy any copies; and ensure that your clients, distributors and/or employer/employees do likewise. VistaReel AB will provide you with replacement content (determined by VistaReel AB in its reasonable commercial judgment) free of charge, subject to the other terms of this agreement. VistaReel AB will not be held liable for any damages or costs arising to you from this withdrawal of content.
- Warranty of Non-Infringement.
For all licensed content, VistaReel AB warrants that your use of such content in accordance with this agreement and in the form delivered by VistaReel AB (that is, excluding any modifi cations, overlays or re-focusing done by you) will not infringe on any copyrights or moral rights of the content owner/creator.
- Additional Warranties for Certain Content.
Royalty-Free: For licensed royalty-free content, VistaReel AB warrants that your use of such content in accordance with this agreement and in the form delivered by VistaReel AB (that is, excluding any modifications, overlays or refocusing done by you) will not infringe on any trademark or other intellectual property right, and will not violate any right of privacy or right of publicity.
- Warranty Disclaimer.
Unless specifi cally warranted above, VistaReel AB does not grant any right or make any warranty with regard to the use of names, people, trademarks, trade dress, logos, registered, unregistered or copyrighted audio, designs, works of art or architecture depicted or contained in the content. In such cases, you are solely responsible for determining whether release(s) is/are required in connection with your proposed use of the content, and you are solely responsible for obtaining such release(s). You acknowledge that some jurisdictions provide legal protection against a person’s image, likeness or property being used for commercial purposes when they have not provided a release. You are also solely responsible for payment of any amounts that may be due under, and compliance with any other terms of, any applicable collective bargaining agreements as a result of your use of the licensed content.
- Caption/Metadata Disclaimer.
While VistaReel AB has made reasonable eff orts to correctly categorise, keyword, caption and title the content, VistaReel AB does not warrant the accuracy of such information, or of any metadata provided with the content.
- No Other Warranties.
Except as provided in this section above, the content is provided “as is” without representation, warranty or condition of any kind, either express or implied, including, but not limited to,implied representations, warranties or conditions of merchantability, or fi tness for a particular purpose. VistaReel AB does not represent or warrant that the content or its websites will meet your requirements or that use of the content or websites will be uninterrupted or error free.
- Indemnification of VistaReel AB by you. You agree to defend, indemnify and hold harmless VistaReel AB and its parent, subsidiaries, affiliates, and content suppliers, and each of their respective officers, directors and employees from all damages, liabilities and expenses (including reasonable outside legal fees) arising out of or in connection with (i) your use of any content outside the scope of this agreement; (ii) any breach or alleged breach by you (or anyone acting on your behalf) of any of the terms of this or any other agreement with VistaReel AB; and (iii) your failure to obtain any required release for your use of content.
- Indemnification of you by VistaReel AB. Provided that you are not in breach of this or any other agreement with VistaReel AB, and as your sole and exclusive remedy for any breach of the warranties set forth in Section above, VistaReel AB agrees, subject to the terms of this Section 9, to defend, indemnify and hold harmless you, your corporate parent, subsidiaries and affiliates, and each of your respective officers, directors and employees from all damages, liabilities and expenses (including reasonable outside legal fees) arising out of or in connection with any breach or alleged breach by VistaReel AB of its warranties in Section 4 above. This indemnification does not apply to the extent any damages, costs or losses arise out of or are a result of modifications made by you to the content or the context in which the content is used by you. This indemnification also does not apply to your continued use of content following notice from VistaReel AB, or upon your knowledge, that the content is subject to a claim of infringement of a third party’s right.
- The party seeking indemnification must promptly notify in writing the other party about the claim. The indemnifying party (the one covering the costs) has the right to assume thehandling, settlement or defense of any claim or litigation. The indemnified party (the one not covering the costs) has to cooperate in any way reasonably requested by the indemnifying party. The 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.
- Limitation of Liability. VISTAREEL AB WILL NOT BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY LOST PROFITS, PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR OTHER SIMILAR DAMAGES, COSTS OR LOSSES ARISING OUT OF THIS AGREEMENT, EVEN IF VISTAREEL AB 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.
- Assignment. This agreement is personal to you and is not assignable by you without VistaReel AB’s prior written consent. VistaReel AB may assign this agreement, without notice or consent, to any corporate affiliate or to any successor in interest, provided that such entity agrees to be bound by these terms.
- Audit. Upon reasonable notice, you agree to provide to VistaReel AB sample copies of projects or end uses that contain licensed content, including by providing VistaReel AB with free of charge access to any pay-walled or otherwise restricted access website or platform where content is reproduced. In addition, upon reasonable notice, VistaReel AB may, at its discretion, either through its own employees or through a third party, audit your records directly related to this agreement and your use of licensed content in order to verify compliance with the terms of this agreement.
- Electronic storage. You agree to retain the copyright symbol, the name of VistaReel AB, the content’s identification number and any other information or metadata that may be embedded in the electronic file containing the original content, and to maintain appropriate security to protect the content from unauthorised use by third parties. You may make up to 3 copies of the content for back-up purposes.
- Governing Law/Arbitration. This agreement will be governed by the laws of the United Kingdom, without reference to its laws relating to conflicts of law. Any disputes arising from or related to this agreement shall be finally settled by binding, confidential arbitration by a single arbitrator selected using the rules and procedures for arbitrator selection under the JAMS' Expedited Procedures of the International Centre for Dispute Resolution ("ICDR") or JAMS (the applicable rules to be at your discretion), in effect on the date of the commencement of arbitration to be held in one of the following jurisdictions (whichever is closest to you): Stockholm, Sweden; London, England. The arbitration proceedings shall be conducted in English and all documentation shall be presented and filed in English. The decision of the arbitrator shall be final and binding on the parties, and judgment may be entered on the arbitration award and enforced by any court of competent jurisdiction.
- Severability. If one or more of the provisions in this agreement is found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions should not be affected. Such provisions should be revised only to the extent necessary to make them enforceable.
- Waiver. No action of either party, other than express written waiver, may be construed as a waiver of any provision of this agreement.
- Entire Agreement. No terms of conditions of this agreement may be added or deleted unless made in writing and accepted in writing by both parties, or issued electronically by VistaReel AB and accepted by you. In the event of any inconsistency between the terms of this agreement and the terms contained on any purchase order sent by you, the terms of this agreement will apply.
- Notice. All notices required to be sent to VistaReel AB under this agreement should be sent via email to email@example.com All notices to you will be sent via email to the email set out in your account.
- Taxes. You agree to pay and be responsible for any and all sales taxes, use taxes, value added taxes, withholding taxes, and duties imposed by any jurisdiction as a result of the license granted to you, or of your use of the licensed content.
- Interest on Overdue Invoices. If you fail to pay an invoice in full within the time specified, VistaReel AB may add a service charge of 1.5% per month, or such lesser amount as is allowed by law, on any unpaid balance until payment is received.