Accord de licence

Accord de licence

This License Agreement is between you and Stock Collections, operator of the website www.stockcollections.com (the “Site”).

STOCK COLLECTIONS IS WILLING TO LICENSE YOU THE LICENSED CONTENT (AS DEFINED HEREAFTER) subject TO THE TERMS AND CONDITIONS CONTAINED IN THIS STANDARD LICENSE AGREEMENT (THE “AGREEMENT”). 

YOU SHALL CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS OF THE AGREEMENT BEFORE DOWNLOADING AND USING THE LICENSED CONTENT. BY CLICKING THE “I ACCEPT” BUTTON, YOU ARE CONSENTING TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THE AGREEMENT. By clicking on the “I ACCEPT” button, you accept this Agreement either for yourself or on behalf of your employer, principal or entity that is identified in your member account, and you agree to be bound by the terms and conditions of this Agreement. If you are accepting on behalf of your employer, principal or entity, you represent and warrant that you have full legal authority to bind your employer, principal or such other entity.

IF YOU DO NOT AGREE WITH THIS AGREEMENT, OR DO NOT WANT THEM TO BE BINDING ON YOU, SELECT THE “I DO NOT ACCEPT” BUTTON, WHICH WILL CANCEL THE DOWNLOADING OF THE LICENSED CONTENT.

DOWNLOADING AND/OR USING THE LICENSED CONTENT MEANS THAT YOU ACCEPT THIS AGREEMENT AND UNDERSTAND THAT THEY WILL BE LEGALLY BINDING ON YOU.

1. Services
1.1. Nature of the Services
The Site offers royalty free music created by or on behalf of Stock Collections (the “Licensed Content”) which are intended to be used in new and traditional media, including television, videos and websites, during all kind of events, including weddings and corporate events, or within a work created by you or on your behalf, the whole pursuant to this Agreement (the “Services”). Stock Collections offers different types of license for the Licensed Content, the whole as specified below and on the Site.
1.2. Service Provider
Stock Collections operates the Site as a venue for the licensing of the Licensed Content. Stock Collection acts solely as a service provider providing storage of materials on its systems and networks at the direction of Stock Collections’ users. Stock Collections is not liable for the acts or omissions of the users of the Site and the Services.
2. License
2.1. Types of License
This License Agreement applies to the three following types of license: (i) Basic License (ii) Mass Market License (iii) Complete License
The parameters applicable to each of these types of license are more fully described in Schedule A of this License Agreement (the “Parameters”).
2.2. License Grant
Subject to the acceptance of the terms and conditions of this Agreement and the payment of the applicable License Fee (as defined hereafter), Stock Collections hereby grants you a limited, non-exclusive, perpetual and non-transferable license to use the Licensed Content as incorporated into a Work for Distribution (as defined hereafter) pursuant to the Parameters described in Schedule A applicable to the type(s) of license you have selected.
2.3. Exclusive Ownership
This Agreement is a license, not an agreement of sale. Any and all intellectual property rights (the “IP Rights”) in and to the Licensed Content are and shall remain the exclusive property of Stock Collections. Nothing in this Agreement intends to transfer to you any such IP Rights, or to vest in you any such IP Rights. You are only entitled to the limited use of the IP Rights granted to you in this Agreement. You will not take any action to jeopardize, limit or interfere with Stock Collections’ IP Rights. Any unauthorized use of Stock Collections’ IP Rights is a violation of this Agreement as well as a violation of intellectual property laws, including without limitation copyright laws and trade-mark laws.
2.4. No Removal of Notices
You agree that you will not remove, obscure, make illegible or alter any notices or indications of Stock Collections’ IP Rights and ownership thereof, whether such notice or indications are affixed on, contained in or otherwise connected to the Licensed Content or to any materials relating to the Site or the Services.
2.5. Inspection
Stock Collections and its duly authorized representatives will have the right, upon reasonable prior notice and during normal business hours, to examine the records and any other materials relating to the Licensed Content to ensure that the Licensed Content is being used in accordance with the terms and conditions of this Agreement. Upon Stock Collections' request, you shall provide a copy of all uses of the Licensed Content.
3. Consideration
3.1. License Fee
In consideration of the license granted herein, you agree to pay the license fee set forth on the Site for the type(s) of license you have selected (the “License Fee”). Except for material defects provided for in section 5.3 of this Agreement, the License Fee is not refundable. You have the full opportunity to preview the Licensed Content before your purchase.
3.2. Taxes
The License Fee is exclusive of any applicable sales, use, withholding or other transactional taxes, which are your sole responsibility.
4. Restrictions of Use
Licensed Content may not be resold, sublicensed, assigned, transferred or otherwise made available to third parties except as incorporated into a derivative work created by you or on your behalf under the terms of this Agreement (“Work for Distribution”).
Licensed Content may not be distributed to third parties as a stand alone file or in a way that unreasonably permits the recipient to extract the Licensed Content for use separate and apart from the Work for Distribution. For example, you are not authorized to resell Licensed Content as backgrounds, “hold” music, or ringtones.
You may not add lyrical or vocal content to the Licensed Content. Note that narration, voice-over or any other word based content that is supplied as a narrative to the Work for Distribution itself and is independent of the Licensed Content and not related to it, shall not be considered lyrical or vocal content for the purposes of this clause. You may however edit the Licensed Content to fit the needs of the Work for Distribution, including adjusting duration, volume, equalization, tempo or pitch.
In addition, Licensed Content may not be distributed to third parties as a stand alone file or in a way that unreasonably permits the recipient to extract the Licensed Content for use separate and apart from the Work for Distribution.
You may not use the Licensed Content for any purpose that is unlawful or that is prohibited by this Agreement. Without limiting the generality of the foregoing, your activities with the Licensed Content shall not:
(a) violate the rights of any third party;
(b) violate any law, statute or regulation, including, without limiting the generality of the foregoing, those relating to consumer protection and unfair competition;
(c) be defamatory, illegal, obscene, vulgar or infringing upon the privacy of a third party;
(d) engage Stock Collections’ liability;
(e) encourage, conspire, entice or promote the occurrence of any of the prohibited conduct stipulated herein.
5. Warranties and Limitation of Liability
5.1. Warranty
Stock Collections warrants that it has all necessary rights and authority to enter into this Agreement and grant the license herein.
5.2. Exclusion of Warranties
STOCK COLLECTIONS makes no other warranties, express or implied, regarding the licensed content, which is provided to you “as is” and without warranty or condition of any kind, whether express or implied. To the fullest extent permissible pursuant to applicable law, Stock Collections disclaims all warranties, express or implied, including, but not limited to, implied warranties or conditions of merchantability or fitness for a particular purpose, and freedom from computer virus arising from the access to and use of the licensed content.
Stock Collections had made reasonable efforts to ensure the correct labeling, categorization and keywording of the Licensed Content; however, Stock Collections does not warrant the accuracy of such information.
5.3. Limitation of Liability
In no event shall Stock Collections be liable for any damages whatsoever, including special, DIRECT, indirect, incidental or consequential damages, arising out of or in connection with the ACCESS TO or use OF the licensed content, even if advised of the possibility of such damages. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL STOCK COLLECTIONS’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION (WHETHER IN CONTRACT, OR NOT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE) OR OTHERWISE) EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING OR USING THE LICENSED CONTENT.
Stock Collections’ entire liability and your sole remedy with respect to your inability to use the Licensed Content as the result of material defects in the Licensed Content shall be limited so that (i) you, upon request to Stock Collections, shall be permitted to download the Licensed Content again to obtain a replacement copy of the Licensed Content; or (ii) if you continue to be unable to download the Licensed Content, Stock Collections will refund you the License Fee paid for such Licensed content.
6. Indemnification
You acknowledge and expressly agree that your use of the Licensed Content is at your sole and own risk. You agree to defend, indemnify and hold Stock Collections and its affiliates as well as their respective directors, officers, trustees and employees harmless from any and all liabilities, costs and expenses, including reasonable attorneys’ fees, arising out of (i) your use of the Licensed Content or (ii) your breach of any provision of this Agreement.
We reserve the right to assume, at our sole expense, the exclusive defense and control of any matter subject to these indemnification obligations, in which case you will fully cooperate with us in asserting any available defenses.
7. Infringement
In the event that the Licensed Content or any part of it is subject to a threatened or actual claim of infringement (an “Infringement Claim”), Stock Collections may require that you immediately stop using the Licensed Content. Stock Collections may, at its entire expense and option:
(a) procure for you the right to continue any such enjoined activities; (b) replace the affected Licensed Content in your possession with content that will not so constitute an actionable infringement and that will substantially meet the specifications of such replaced Licensed Content; (c) modify the affected Licensed Content in your possession so that such Licensed Content will not so constitute an actionable infringement while substantially meeting the specifications of such modified Licensed Content; or (d) if any of paragraphs 7(a) to 7(c) is not, in Stock Collections’ judgment, reasonably practicable, terminate this Agreement and refund you the applicable License Fee paid in respect of the Licensed Content in question. The foregoing is your sole and exclusive remedy in such a case.
8. Termination
You agree that Stock Collections, in its sole discretion, has the right to terminate this Agreement, immediately and without notice, if:
(a) you are in breach of any provision of this Agreement; (b) you become bankrupt, make an arrangement with your creditors or go into liquidation; (c) we are unable to verify the information you provide to us or that such information is incorrect; (d) we believe that your actions or omissions are likely to cause financial loss or engage Stock Collections’ liability.
Upon terminate of this Agreement, the license granted herein shall immediately terminate and you must immediately: (i) stop using the Licensed Content; (ii) destroy or, upon Stock Collections’ request, return to Stock Collections the Licensed Content; and (iii) delete or remove the Licensed Content from your premises, computer systems and storage, either electronic or physical.
You further agree that Stock Collections shall not be liable to you or any third party for any termination of your access and use of the Licensed Content.
9. Miscellaneous
9.1. Eligibility Criteria
You represent that you have the legal capacity to contract and to enter into this Agreement.
9.2. Your member account
You need to create an account with Stock Collections when you make a purchase on the Site. You agree that the information you supply during that process will be accurate and complete, including without limitation, all credit card or other payment information, and you agree to update such information as necessary. You also agree not to (i) select, register, or attempt to register, or use the name or any other identifiable information of another person with the intention of impersonating that person; (ii) use the name of anyone else without authorization; (iii) use a name in violation of the intellectual property rights of any person; or (iv) use a name that Stock Collections considers to be offensive. You are responsible for preserving the confidentiality of your password and will notify Stock Collections of any known or suspected unauthorized use of your account. Further, you agree that you are responsible for all statements made and acts or omissions that occur on your account while your password is being used.
9.3. Notification Regarding Communications from Stock Collections
By registering with the Site and/or making a purchase from the Site, you understand that Stock Collections may send you communications or data from the Site, including but not limited to (i) notices about Licensed Content requested by you, including any notices regarding the terms of any purchase; (ii) updates; and (iii) information or materials regarding transactions, products, and/or services purchased or selected by you or in which you are involved via your use of the Site. By using and registering on the Site, you agree to receive such email messages from us.
Note, however, that some email messages may be more “commercial” in nature than others, as they may advertise a feature of the Site or our product or service in which we believe you may be interested, or may otherwise discuss a marketing campaign or promotion offered by Stock Collections or one of our partners or another third party. We will give you the opportunity to opt-out of receiving these commercial emails from us by following the opt-out instructions provided in section 9.4 of this Agreement.
9.4. Opting Out
Stock Collections wants to communicate with you only if you want to hear from us. If you prefer not to receive promotional information from us, or if you do not want us to use your information to enhance your experience with the Services, please let us know by contacting us via email at contact@stockcollections.com or by writing us at C.P. 51 Succ. Place D'Armes, Montreal (Quebec) H2Y 3E9. Please be sure to include your full name and the e-mail address you used when you registered with or made a purchase from us. It may take up to 10 days to process your postal mail request, during which period you may continue to receive communications from Stock Collections. You may also unsubscribe by using the unsubscribe link situated at the bottom of any promotional message you receive from Stock Collections.
9.5. Severability
Each provision of this Agreement is separate and distinct and, if a provision of this Agreement is determined to be invalid, illegal or unenforceable, all other provisions will remain in full force and effect.
9.6. Notices
Except as otherwise set forth herein, any notice, consent or other communication under this Agreement shall be given in writing and delivered by hand or by bailiff or sent by by email, and addressed as follows:
If to Stock Collections:
Attention: Sales Services Email address: contact@stockcollections.com
If to you:
At the contact information provided by you in your member account.
Such notice, consent or other communication will be deemed to have been given and received on the day it is actually delivered or sent (or if that day is not a business day, on the following business day), unless it is delivered or sent after 4:30 p.m. EST, in which case it will be deemed to have been given and received on the next business day.
9.7. Waivers
A failure by Stock Collections to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision.
9.8. Entire Agreement and Effect
The terms of this Agreement constitute the entire Agreement among the parties with respect to the subject matter hereof and this Agreement supersedes all prior agreements and undertakings.
9.9. Enurement
The provisions of this Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective successor, assigns, heirs, executors and administrators. This Agreement may be assigned by a party hereto to a third party upon prior written notice so long as such third party agrees to be bound by the terms and conditions of this Agreement.
9.10. Relationship
This Agreement is not intended to create and shall not create an employer-employee or partnership relationship between the parties.
9.11. Governing Law and Jurisdiction
This Agreement and their interpretation are subject to the laws that are in force in the province of Quebec and in Canada without giving effect to any principles of conflicts of laws. The courts of the district of Montreal, province of Quebec, have exclusive jurisdiction to hear any dispute related to this Agreement, including their interpretation and effects.
SCHEDULE A

TYPES OF LICENSE

You will find below the parameters applicable to each type of license:

 

A. BASIC LICENSE (Non-Commercial Basis)

This license grants you the following rights: 

The rights to reproduce and adapt the Licensed Content into Works for Distribution and to present, display, communicate to the public or otherwise use on a non-commercial and personal basis the Licensed Content as incorporated in the following Works for Distribution :

Corporate Video and film

Corporative TV & radio

Broadcast television*

Multimedia production

FREE game, software & apps

Website

This license does not authorize you to:

- use the Licensed Content on a commercial basis;

- Sell, trade in, give away or distribute the Licensed Content itself;

- Use/include the Licensed Content in different types of music compilations, like music compilation CDs/DVDs, where the music tracks are stand-alone elements;

- Redistribute the Licensed Content as part of a Website template;

- Redistribute the Licensed Content as part of telephone or mobile phone ringtones;

- Create/produce/distribute new musical works based on the Licensed Content (for example add lyrical or vocal content to the Licensed Content and distribute it).

*cue sheet is obligatory because this diffusion is framed by PRO (performing rights organizations)

 

B. MASS MARKET LICENSE (National Coverage)

This license grants you the following rights:

The rights to reproduce and adapt the Licensed Content into Works for Distribution and to present, display, communicate to the public, or otherwise use the Licensed Content for commercial purposes in a specific country as incorporated in the following Works for Distribution :

Advertising (radio, TV, in-theatre)

Theatrical presentation or play*

Games, software & apps (for up to 10 000 copies / units / downloads of the Work for Distribution)

This license is limited to a country and does not authorize you to:

- Sell, trade in, give away or distribute the Licensed Content itself;

- Use/include the Licensed Content in different types of music compilations, like music compilation CDs/DVDs, where the music tracks are stand-alone elements;

- Redistribute the Licensed Content as apart of a Website template;

- Redistribute the Licensed Content as part of telephone or mobile phone ringtones;

- Create/produce/distribute new musical works based on the Licensed Content (for example add lyrical or vocal content and distribute it).

*cue sheet is obligatory because this diffusion is framed by PRO (performing rights organizations)

 

C. COMPLETE LICENSE (Worldwide Coverage)

This license grants you the following rights:

The rights to reproduce and adapt the Licensed Content into Works for Distribution and to, present, display, communicate to the public or otherwise use the Licensed Content for commercial purposes and on a worldwide basis as incorporated in the following Works for Distribution :

Commercially released films and theatrical releases*

Game, software & apps (unlimited number of copies / units / downloads of the Work for Distribution)

Worldwide TV / radio advertising

Music On Hold

This license is worldwide and does not authorize you to:

- Sell, trade in, give away or distribute the Licensed Content itself;

- Use/include the Licensed Content in different types of music compilations, like music compilation CDs/DVDs, where the music tracks are stand-alone elements;

- Redistribute the Licensed Content as part of a Website template;

- Redistribute the Licensed Content as part of telephone or mobile phone ringtones;

- Create/produce/distribute new musical works based on the Licensed Content (for example add lyrical or vocal content and distribute it).

*cue sheet is obligatory because this diffusion is framed by PRO (performing rights organizations)