This Agreement is between User and VSI.Video LLC (“VSI”), operator of the web site: www.visiblespectrum.com (“Site”). VSI directs all users (“User”) of this web site: read and understand this Agreement. The terms and conditions contained herein govern use of the Site.
By using the Site, User accepts and agrees to be bound by these Terms and Conditions of Use (the “Agreement”).
VSI may alter the terms of this Agreement from time to time with no prior notice. Unless expressly agreed in writing and signed by an authorized officer of VSI, any alteration of this Agreement by User is expressly rejected by VSI and no such alteration is binding on VSI nor does it modify User’s obligations hereunder.
1) Use of the Site
Use of and access to the Site is limited by the terms of this Agreement. User agrees:
a) Not to use any robot, spider, scraper or other automated means to access the Site for any purpose without VSI’s express written permission.
b) Not to take any action that imposes, or may in VSI’s sole discretion impose, an unreasonable or disproportionately large load on VSI’s servers or other infrastructure; or to interfere or attempt to interfere with the proper operation of the Site or any activities conducted on the Site.
c) Not to copy, reproduce, modify, create derivative works from, distribute or publicly display any content from the Site, including but not limited to “framing” Site content within another site, except that User may use Assets validly licensed by VSI to User under VSI’s Royalty Free License.
d) To use the Site only for lawful purposes, and to comply with all applicable laws and regulations in connection with your use of the Site.
e) Not to advertise products or services on the site; or solicit any user of the Site, whether or not such advertising or solicitation is in the form of unrequested bulk commercial email.
2) Site Content
a) VSI operates the Site as a means for creating finished digital compositions (“Finished Compositions”) suitable for playing on digital platforms. Finished Compositions typically include one or more of the following: templates, video, motion picture footage, photographs and/or other audio, audio-visual or visual works and other content. VSI provides storage of Assets on its network, accessible via the Site; and tools and procedures for Users to create Finished Compositions using these Assets.
b) The Site contains video, motion picture footage, photographs and/or other audio, audio-visual or visual works available for licensed use (“Assets”) under the terms of VSI’s Royalty Free License. The Assets are the property of VSI or its licensors. Submission of works to VSI for inclusion on the Site as Assets is subject to acceptance of VSI’s Contributor Agreement which includes Grant of License.
c) Other than Assets, content on the Site is property of VSI. VSI makes reasonable efforts to ensure the accuracy of this content, but makes no warranties or representations; nor shall VSI be liable for any damages arising from, any inaccuracy of content on the Site. D) Images, clips or audio that is uploaded (“Uploads”) by the user remains the user’s property and VSI has no ownership interest in these raw materials. This notwithstanding, when Uploads are used in a composition that also contains Assets, VSI does have an ownership interest in the derivative composition and use of that composition is controlled by the Royalty Free License agreement. User represents and warrants that he or she has the legal right to use all materials uploaded to VSI’s site and used in a composition.
3) Offsite Links
The Site may contain links to Internet-accessible content that is neither part of the Site nor controlled by VSI. You acknowledge and agree that VSI has neither obligation nor responsibility for such content.
4) Termination of Use
VSI may at its sole discretion terminate or limit your use of the Site for violation of any of the rules contained in this Agreement, or for any conduct, whether by act or omission, which in VSI’s sole opinion adversely impacts the operation of the Site. VSI may so terminate or limit your use of the Site without prior notice to you. If such termination or limitation is for reasonable cause, VSI will not be obligated to refund any fees paid by you.
VSI does not distribute, sell or rent your personal information to third parties, except as required by law, and uses such information only for the purpose of providing you with services you request. VSI will make its best efforts to maintain all user information securely. You agree to release and hold harmless VSI for any damages arising out of any failure of such efforts.
6) Intellectual Property
“Visible Spectrum” and www.Visible Spectrum.com are trademarks of VSI. Other than Assets, all content on the Site and Site layout are copyrighted by VSI. The visual appearance of the Site is protected trade dress of VSI under 15 U.S.C. § 1125 et seq. Copyrights on Assets are held by VSI’s licensors.
7) Rights Of Third Party Intellectual Property Owners
a) VSI respects the intellectual property rights of others and operates the Site in compliance with the Digital Millennium Copyright Act, 17 U.S.C. § 512 et seq.
b) Owners of intellectual property rights, including but not limited to rights in the nature of trademark or copyright (“Rights Owners”), who believes display or use of any Asset infringes their intellectual property rights may submit Notifications of Claimed Infringement pursuant to 17 U.S.C. § 512(c) to VSI:
VSI.Video, LLC, 1S450 Summit Ave., Suite 300, Oakbrook Terrace, IL 60181
a) VSI may provide services in connection with the Site, including but not limited to email notifications, image and content downloading and information publication. VSI will make its best efforts to ensure that such services are available, operate correctly and are free from malicious code (e.g., computer viruses). You agree to release and hold harmless VSI for any damages arising out of your use of the Site, including but not limited to malicious code introduced by others without VSI’s knowledge or consent; or the unavailability, failure or improper operation of services provided in connection with the Site.
b) You may incur fees for using certain services (“Fee-Based Services”) provided by VSI. The fees for Fee-Based Services will be conspicuously posted, and you will not be allowed to access any Fee-Based Service without first approving the fees for such service and establishing a credit account or submitting payment. You agree to pay VSI all fees charged by VSI for Fee-Based Services you elect to access.
9) Error Correction and Warranties
At no charge VSI will allow user to re-render to correct an error, either a system render error (e.g., corrupted file, pixilation) or a user error such as misspelling. To qualify for the free re-render, the following conditions must be met:
9.1 The project name may not be changed;
9.2 Re-render must occur within 24 hours of the original render;
9.3 Re-render must not involve a change of store, address, brand or logo relative to the original render;
9.4 User must certify, via check-box, that re-render is for error correction only.
9.5 VSI reserves the right to inspect any re-render to insure compliance with these terms.
9.6 Re-renders that occur for other than error correction incur VSI’s then published re-render charge.
VSI MAKES NO WARRANTIES EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR AN INTENDED USE, IN CONNECTION WITH THE SITE.
10) Dispute Resolution
This Agreement shall be construed in accordance with the laws of the State of Illinois 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 Illinois, County of Cook; and if a Federal matter, jurisdiction of the Federal Courts located therein.
1) Partiesa) Acceptance. Use of the web site: www.visiblespectrum.com (the “Site“) is conditioned upon User reading and accepting the terms of this Royalty Free License Agreement (“Agreement”). At the end of this Agreement User must check the box entitled “I accept this Agreement” to use the site. Checking this box creates a binding legal agreement between User and VSI.Video LLC (“VSI”).
b) Prohibition on Use. No visitor to the Site may use the composition tools contained on the Site, or visual, audio-visual, audio or any other content available for licensing from VSI without first agreeing to the terms of this Royalty Free License via checking the box at the end of the Agreement.
a) Assets. The term “Assets” refers to individual component segments of video, motion picture footage, photographic images, media project files, music, sound effects and/or other visual works or audio/visual works; one or more of which are contained in final rendered video files licensed under this Agreement.
b) Authorized User. An Authorized User (“User”) is any individual who, via acceptance of this Agreement, has been authorized by Licensee to use Assets, Templates and Tools in the creation of Finished Compositions for distribution by or on behalf of Licensee under the terms of this Agreement.
c) Finished Compositions. The term “Finished Compositions” refers to any end derivative product generated using Assets and Templates; and customized via tools provided on the Site. Users create and render Finished Compositions as video files; these files are the end product of use of the Site.
d) Licensed Content. The term Licensed Content applies to Assets, Templates or Finished Compositions downloaded to a User.
e) Templates. The term “Templates” refers to the many structured models of how various Assets and other components in a finished composition relate to one another both spatially and in timing sequence. Templates typically have been created either by VSI’s graphic designers, or third party graphic designers, using Adobe After Effects®, or other professional computerized design software.
3) Grant of License
In consideration of Licensee’s acceptance of the terms of this Agreement and payment of license fee as required, VSI grants Licensee a non-exclusive worldwide temporary right to use, display, modify, publish and create Licensed Content in any and all media an unlimited number of times. Licensee shall only pay the initial license fee to download Licensed Content, with no further fees payable to VSI provided such use conforms to the terms of this Agreement, including but not limited to the Restrictions on Use in section 4. This Agreement is a license, not an agreement of sale. Licensee does not acquire any copyright ownership or equivalent rights to any of the Licensed Content. All rights in and to Licensed Content not expressly granted in this agreement are retained by VSI or its suppliers, as the case may be.
4) Restriction on Use
a) Finished Compositions may not be deconstructed into their component pieces; the License granted relates solely to the Finished Composition and not component pieces separately. VSI expressly reserves the right to remove and replace certain component pieces upon the legal obligation to cease using such component piece or otherwise for reasonable business purposes. Neither the Finished Compositions nor its component Asset(s), Templates(s) or computer effects may be resold, sublicensed, assigned, transferred or otherwise made available to third parties except as Finished Content to be played on a media platform on behalf of User. Licensed Content may not be distributed to third parties as a standalone file.
b) Users agree to take reasonable precautions to insure the recipient does not extract the Licensed Content for use separate and apart from the Finished Composition.
c) Users may not violate any restriction on use indicated herein, or any restriction of which Licensee is notified of prior to or at the time Licensed Content is delivered to User. Restrictions may be included in the information provided with the Licensed Content or by notice from VSI. Any restriction with notice provided to Licensee shall be incorporated in this Agreement. If a new restriction is published to User between the time of creation and delivery of a Finished Composition, User may elect to void the order for that Finished Composition, in which case there will be no charge.
d) Licensee may not distribute the Licensed Content in any library or reusable template, electronic or otherwise, including but not limited to website templates, intended to allow reproduction by third parties via either electronic or printed means. Licensee may not distribute Licensed Content in a manner knowingly enabling third parties to create derivative works that incorporate Licensed Content.
e) Licensee may not sell or sublicense the Licensed Content or any derivative work even if modified, to any third party for use, consumption, reproduction or re-sale. A non-exhaustive list of prohibited examples would be resale of video content as a screensaver or desktop background; use of an audio track as “hold“ music or ringtones; extracting images to print them on tee-shirts or other physical product for resale.
f) Licensee shall not incorporate the Licensed Content into a logo, trademark or service mark without explicit written permission from VSI and the copyright owner.
g) Licensee shall not use the Licensed Content in a manner that violates the law of any jurisdiction in which the Licensed Content is displayed.
h) Licensee shall not use the Licensed Content in a pornographic or defamatory manner, whether directly or in context or juxtaposition with other materials.
i) If any Licensed Content features a human model, that Licensed Content may not be used:
in a manner leading a reasonable person to believe the model personally uses or endorses a product or service without first obtaining a separate release from VSI; unless such use includes a statement indicating that the person is a model and their likeness is being used for illustrative purposes only.
in any manner in which the depiction of the model is unflattering or unduly controversial to a reasonable person.
j) Where Licensed Content is video footage, any music, dialogue or other ambient audio contained in such footage is incidental only and may require additional clearances for a given usage.
5) Warranties and Limitation of Liability
a) VSI operates the Site as a venue for the licensing of visual, audio, audiovisual and other content and creation of Finished Compositions. VSI acts as a service provider providing storage of Assets and Templates on its systems or network as provided by its suppliers; and tools and systems for integrating these Assets into custom Finished Products as created by VSI’s Users and resellers. VSI warrants that it has all necessary rights and authority to enter into and perform the services it is required to provide under this agreement.
b) VSI receives Assets from third parties and relies upon those third parties to classify Assets, and upon third party representations regarding the legality of use. VSI itself makes no representation or warranty whatsoever regarding the existence or sufficiency for a specific use of any release for models or property. VSI shall not be liable for any damages resulting from use of any Licensed Content where a release may be inadequate. VSI does not grant any right nor make any warranty with regard to the use of names, people, trademarks, trade dress, logos, registered, unregistered or copyrighted audio, designs or works of art or architecture depicted in any Licensed Content. Licensee acknowledges that some jurisdictions provide legal protection against a person’s image, likeness or property being used for commercial purposes without their consent. Licensee shall be solely responsible for determining whether additional clearance or release is required in connection with any proposed use of Licensed Content. Upon request by Licensee VSI agrees to make reasonable efforts to assist Licensee in obtaining copies of any releases obtained by the third party supplier of the Asset. VSI reserves the right to charge a separate fee for such assistance.
c) VSI 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. VSI AND ITS AFFILIATES OR CONTENT PROVIDERS OR RESELLERS 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 VSI 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.
d) VSI has made reasonable efforts to ensure the correct labeling, categorization and keywording of the Licensed Content by its users; however, VSI does not warrant the accuracy of such information.
e) VSI’s and its resellers’ entire liability and Licensee’s exclusive remedy with respect to Licensee’s inability to use the Licensed Content as the result of material defects in the Licensed Content shall be limited so that (i) Licensee, upon request to VSI, shall be permitted to download the Licensed Content again to obtain a replacement copy of the Licensed Content; or (ii) if Licensee continues to be unable to download the Licensed Content, VSI will refund the fee actually paid by Licensee for such Licensed Content, provided VSI determines, in its sole discretion, that Licensee is unable to download such Licensed Content successfully.
f) VSI’s and its resellers’ liability shall 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.
Licensee assumes full responsibility for the use of the content. Licensee shall defend, indemnify and hold VSI and its parent, subsidiaries, commonly owned or controlled affiliates, resellers and their respective officers, directors and employees harmless from all damages, liabilities and expenses, including but not limited to reasonable attorneys’ fees and costs, arising out of or as a result of claims by third parties relating to Licensee’s use of any Licensed Content outside the scope of this Agreement, Licensee’s failure to obtain from third parties all permissions necessary to use the Licensed Content, or for any other breach by Licensee of this Agreement.
7) Term and Termination
a) The license contained in this Agreement will terminate automatically for cause without notice from VSI if Licensee fails to comply with any provision of this Agreement. Upon termination for cause, Licensee must immediately: (i) stop using the Licensed Content; (ii) destroy or, upon the request of VSI, return to VSI the Licensed Content; and (iii) delete or remove the Licensed Content from Licensee’s premises, computer systems and storage (electronic or physical).
b) In the event VSI notifies Licensee that the Licensed Content is subject to a threatened or actual claim, or that Licensee’s use may expose VSI or VSI users to any liability, Licensee will, on VSI’s request, promptly remove all affected Licensed Content from all physical and electronic storage media and take all reasonable steps to cease use of the affected Licensed Content and, where applicable, ensure its licensees do the same.
c) Licensee may terminate this Agreement by giving notice to VSI and destroying the Licensed Content and any derivative works, along with any copies or archives of it or accompanying materials (if applicable), and ceasing to use the Licensed Content for any purpose.
a) The price for each Finished Composition shall be quoted to User prior to user selecting the button to proceed to render the Finished Composition and post it to its distribution site. By the act of electing to proceed with rendering the Finished Composition, User agrees to pay the price quoted by credit card placed on file with VSI.
b) All sales of Licensed Content are final and cannot be returned. Except for material defects, provided for in the Warranties and Limitation of Liability described above, there are no refunds on sales of Licensed Content. Prices, offers and products are subject to availability and may change.
c) Licensee is responsible for paying any and all applicable sales taxes, use taxes, value added taxes, customs and duties imposed by any jurisdiction as a result of the license granted or of the use of the Licensed Content, pursuant to this Agreement, in addition to the price paid to VSI.
d) If the Licensed Content is music or a sound effect, then nothing herein shall be deemed a waiver of any performing rights fees. Licensee shall submit, and will instruct any third party acquiring rights to the Works for Distribution, to submit cue sheets to the relevant performing rights society and to VSI.
9) Miscellaneous Provisions
a) Credit. In works incorporating the Licensed Content where crediting is customary, or where other such credits are provided, VSI requests a credit line that reads “Stock footage provided by [Artist Name] / visiblespectrum.com“
b) 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.
c) Upon reasonable notice, VSI reserves the right to inspect any records relating to the use of any of the Licensed Content to ensure that the Licensed Content is being used in accordance with this Agreement. Upon VSI’s request therefore, Licensee shall provide a copy of all uses of the Licensed Content.
d) 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.
e) 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.
f) 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.
g) 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.
h) 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 Illinois, County of Cook and the Federal Courts located therein.
i) 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. It is the parties’ intent that VSI’s resellers shall be third party beneficiaries of this Agreement, including, without limitation, with respect to Sections 5 and 6 of this Agreement. 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.
j) 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 VSI at: Visible Spectrum, Inc., 820 W. Jackson Blvd., Suite 250, Chicago, IL USA, email: email@example.com; or to you at the email address or contact information provided by you in your VSI member account.
a) By clicking “I Agree“ or otherwise signifying acceptance, Licensee accepts this Agreement either for itself or on behalf of its employer, principal or the entity that is identified as the VSI member account holder, and agrees to be bound by its provisions. If Licensee is accepting on behalf of its employer, principal or the entity that is the VSI member account holder, Licensee represents and warrants it has full legal authority to bind its employer, principal or such other entity.
b) Licensee represents 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 VSI is accurate and true, including, without limitation, all credit card or other payment information, and Licensee agrees to update such information as necessary.
All sales are final. Before you complete your check out, you must preview and approve your final composition and the terms of sale and use. Satisfying customers is important to us. VSI guarantees your files to be free from processing defect. If your file is damaged due to corruption caused by a system failure of any kind, VSI will be happy to re-render your composition free of charge. If you wish to change text elements in a composition after rendering, VSI will re-render this modification at the copy fee of $15.