License Agreement

  1. Approval of the License Agreement. Please, read this Content License Agreement (hereafter the “License Agreement”) from Clipcanvas AS (hereafter “Clipcanvas”) thoroughly and save or print a copy for your own records. The License Agreement outlines the terms and conditions all licensees (hereafter the “Licensee”) agree to be bound by when viewing, retrieving, downloading, purchasing and/or otherwise using the footage, animations, motion imagery, sound and/or any other information or material (hereafter the “Content”) from Clipcanvas.com or other Clipcanvas web-sites under other top-level domains with corresponding web pages (hereafter the Web Site) with available services from Clipcanvas and its licensors, affiliate websites operated and owned by Clipcanvas and API affiliate websites operated by Clipcanvas API affiliate partners (the Web Site including its Content, available services, affiliates and API affiliates are hereafter referred to as the “Clipcanvas Service”). By registering as a Licensee at the Clipcanvas Service, the Licensee agrees to be bound by the terms set forth herein. In order to become a Licensee, the Licensee shall read and accept the Clipcanvas User Terms and Conditions (hereafter “User Terms”) and this License Agreement as well as fill out the necessary information as outlined in the registration procedure as a Licensee of the Clipcanvas Service. After such successful registration the Licensee will get its own user account (“Your Account”). If the Licensee wants to be a Content provider (hereafter “Submitter”), the Licensee must register and accept the Clipcanvas Submitter Agreement. Without retrospective effects for any licensed Content prior to the time of any amendment to this License Agreement, the Licensee agrees that this License Agreement may be amended by Clipcanvas at any time by posting the amendment or an amended License Agreement on the Web Site and/or the Licensee’s “Your Account”.
  2. Notices. The parties accept written notices sent by e-mail. Clipcanvas shall send such notices to the e-mail address registered by the Licensee, and the Licensee shall send such notices as well as other questions relating to this License Agreement to Clipcanvas to support[at]clipcanvas.com.
  3. Intellectual Property Rights. The Clipcanvas Service is owned and operated by Clipcanvas AS or its subsidiaries or affiliates. All of the Content featured or displayed on the Clipcanvas Service, including, but not limited to, text, graphics, photographs images, moving images, sound, illustrations and software, is owned by Clipcanvas AS, the Submitters and/or its licensors. The Clipcanvas Service, including, but not limited to, the general design and the Content and all elements on the Web Site, are protected by copyright, trademark, trade names, patent, design and/or other laws relating to intellectual property rights. Except as explicitly permitted under this License Agreement or in writing by Clipcanvas, the Submitter or its licensors, no portion or element of this Web Site or its Content may be copied or retransmitted by any means beyond viewing the Clipcanvas Service and the Content. The Clipcanvas Service, its Content and all related rights shall remain the exclusive property of Clipcanvas, the Submitter or its licensors unless otherwise expressly agreed.
  4. Grant of royalty-free license. The royalty-free license granted herein (hereafter the “License”) is subject to the terms of this License Agreement, including but not limited to the restrictions outlined below in this License Agreement. Provided that (i) the Licensee is a registered Licensee of the Clipcanvas Services or the Licensee holds a valid Clipcanvas Licensee Membership, AND (ii) the Licensee pays the license fee(s) as required by Clipcanvas for purchasing licenses to use any Content through the Clipcanvas Service AND (iii) unless otherwise and specifically stated, Clipcanvas grants to the Licensee a personal, perpetual, worldwide, non-exclusive and non-transferable right to use the Content in the Clipcanvas Service as described in this License Agreement. The following License will apply for the Content the Licensee pays for:
    1. The Licensee may use and display the Content as a standalone production and/or modify, reproduce and include the Content as a sequential or synchronized part in any production, for all media now known or hereafter devised, worldwide and in perpetuity. In terms of reuse, the Licensee may also reuse the Content in as many different productions and as many times as the Licensee wants. In terms of reproduction and distribution, the Licensee may reproduce and distribute such productions as many times as the Licensee wants on any broadcast medium, live, theatrical, performance, streaming, storage media or media now known or herafter devised, unless specifically stated herein. The license granted invokes no transfer of copyrights or ownership rights to the Content in question; AND
    2. Since the License is personal, the Licensee shall not share, sub-license, resell, transfer or otherwise make the Content available for public file-sharing or torrent downloads – except within Licensee’s office, legal organization or closed intranet – nor distribute the Content to any other parties as stock footage, stock music/audio or similar, on any method of delivery, with the intent of allowing multiple users – outside of your office, legal organization or closed intranet – to publicly access and download or create additional ‘derivative works’. If you want to allow multiple users – outside of your office, legal organization or closed intranet – to be able to publicly access Content and/or create their own ‘derivative works’ using the Content, like for use in publicly available online video editors, template editors, plugins or similar multiuser applications, you must contact us to secure an ‘extended multi-user license’. If available, such ‘extended multi-user licenses’ usually cost from 150% above the stated license fee for standard royalty free use to annually recurring license fees; AND
    3. The Licensee may retain one (1) copy of the Content for back-up purposes during the term of this License Agreement, in which case the Licensee must make sure that the Content is assigned with the proper and corresponding proprietary information; AND
    4. The Licensee may transfer the rights to use and display the Content to clients and/or customers as a sequential or synchronized part in any derivative production, for all media now known or hereafter devised, worldwide and in perpetuity; AND
    5. Limitations for licensing Audio and Music tracks specifically: i) You may not print in excess of 10.000 DVDs or CDs, so you must contact us to secure an additional mechanical license for this purpose; AND ii) You may not add lyrical or vocal content with words or lyrics, sung or spoken in coordination with the harmony and rhythm of the music track, or in such or similar ways create a derivative copyright without the express written permission to do so. Note that normal narration, voice-over or any other word-based content that is supplied as a narrative to a production work itself and is independent of the music track and not related to it, shall not be considered lyrical or vocal content for the purposes of this clause.
  5. Obligations for the Licensee.
    1. The use of any Content is protected by international copyright laws and treaties. Any application of the Content or any other use of the Content by the Licensee must constitute permitted and legal use and comply with applicable national and international laws, treatises and practices. Any violation through such use is prohibited by this License Agreement and constitutes a breach with the License. Clipcanvas, the Submitter and/or its licensors reserve all rights in and to the Content not expressly granted to the Licensee. The Licensee obtains no intellectual property right or ownership rights to the Content other than a limited license as expressly stated herein. The Licensee acknowledges following all use terms stated in the License and any special condition(s) related to the Content as presented through the Clipcanvas Service at the time of the Licensee’s purchase of such Content.
    2. Any illicit, illegal, obscene, offensive or similar use of the Content is prohibited under this License Agreement. The Licensee agrees that any watermarked Content available for free download is for review purposes only, with the intention to buy, and such Content may not be publicly shared, sold, rented or otherwise distributed in any form. Furthermore, the Licensee is not allowed to remove any trademarks, copyright notices or other forms of identification embedded in Content retrieved from the Clipcanvas Service, or use automated robots, programs, applications or other means of automatically retrieving Content from the Clipcanvas Service.
    3. The Licensee agrees to take necessary precautions in order to avoid unauthorized access to the Clipcanvas Service. The Licensee shall keep all user ID’s and passwords confidential. The Licensee agrees to report to Clipcanvas of any attempt of unauthorized access.
    4. Limited use of the Online Video Editor: The online video editor (the “Editor”) made available on Clipcanvas is currently offered as a limited educational tool to test edit and try out Content made available for purchase via the Clipcanvas Service. Is is intended for normal use and as as described herein: i) you may use the Editor to personally create new compositions of the Content, like short video edits, mixes, cuts, short derivative works and new trial videos, adding effects, text and audio (the “Compositions”), to the effect of testing out free content or Content offered for sale on Clipcanvas. ii) The Editor is made available for free, non-commercial and personal use via the Clipcanvas Service only. iii) You agree that any Compositions created are only for your personal, non-commercial and educational purposes only, and always in conjunction with using the Clipcanvas Service. iv) Furthermore, you agree to only use one instance of the Editor at any one time, and not apply or attempt to apply any excessive or manipulative access to the Editor or Compositions. v) You are not allowed to replicate, extract, copy or abuse the Editor, Content applied or Compositions made thereof, nor use the Editor, Content or Compositions in any way contrary to this License Agreement, inappropriately or otherwise considered illegal by applicable law. vi) You are not allowed to use the Editor to infringe on any copyrights, trademarks, personal rights or author rights, nor use it in any abusive or offensive ways, deliberately or unintentionally. Any Content applied while using the Editor is subject to the full conditions of this License Agreement. You agree unreservedly to hold the full and legal responsibility for any Compositions you make using the Editor. The Editor is currently a limited early beta version, and as such should be considered a trial-only. Clipcanvas offers no guarantee that the Editor will be free of errors, or it’s service interrupted, changed, modified or even discontinued alltogether. As such, Clipcanvas reserves to full right to delete any and all Compositions made using the Editor without further notice.
  6. Credits and acknowledgement. With regards to credits and copyright acknowledgement, and when possible, the Licensee should strive to credit and provide copyright information on both the copyright owner (as informed by the Producer of the relevant Content) and Clipcanvas in the manner required by proper usage (in example in conjunction with any production distributed on DVD’s, other types of storage media or through broadcasting or web-TV channels that are open to public viewing). Credits and acknowledgements is not mandatory as such, but shows good style. Where credits and acknowledgements would interfere with the production or derivative work’s intended application, such credits are not required. Crediting and acknowledging the copyright owner and Clipcanvas could follow the style of other screen credits given in you derivative work or production, or contain the year of license granted, name of rights owner/artist (as informed by the Producer of the relevant Content) or ClipID-number, and reference to the License granted through the Clipcanvas Service: Examples: “Copyright Artist, ClipID, Clipcanvas.com, Year” or “Copyright Artist, Clipcanvas, Year” or “Copyright, ClipID, Clipcanvas, Year” or “Footage: Clipcanvas” or similar and suitable style or annotation.
  7. Payment (purchase of License regarding Content).
    1. The Licensee shall pay the full amount of the stated license fee including VAT and other relevant taxes for each Content purchased through the Clipcanvas Service. The stated license fee shall be paid directly to Clipcanvas in the available currency options and at the same time as the purchase of the Content takes place, if Clipcanvas has not stated otherwise on the Licensee’s “Your Account” (in example that the payment may be done through the Clipcanvas’ approved account payment or other approved forms of payment like prepayments made to ´Your account´). Payments may also be made by vay of prepaid downloads through bundle purchases and clip packs or by charging prepayments made to the Licensee´s user account or through direct billing if the Licensee and Clipcanvas have agreed to this directly. Prepayments may be made directly through the Clipcanvas Service and contact Clipcanvas if you require a Billing Account Agreement (“BAA”). The Licensee acknowledges that the Content may not be available for use by the Licensee as described in this License Agreement before Clipcanvas has received such payment in full. In the event of overdue License fee payments, Clipcanvas shall be entitled to claim the current statutory overdue interest rate on any overdue payments from the due date until payment in full is received by Clipcanvas, and the Licensee shall reimburse Clipcanvas for all costs of collection incurred.
    2. From time to time, Clipcanvas may offer Promotion Offers such as discounts, rebates, subscriptions and other Content licensing incentive schemes. In such cases, the Licensee must accept the said offer to be eligible for license fee reductions and any such discounts, rebates, subscriptions and incentive schemes.
    3. Clipcanvas shall not under any circumstances be under any obligation to refund any fees paid by the Licensee for Content licensed. In case Clipcanvas in its sole discretion determines that the Licensee is eligible for a refund, and to the extent possible, such amendments shall be made by way of the payment method applied for the case in question. Prepayments made to the Licensee´s account are non-refundable, unless otherwise agreed in writing, and must be charged within 18 months. In the event that an account is inactive for more than 18 months and the prepayment account balance is positive, Clipcanvas reserves the right to close and terminate the account without providing a refund for the remaining account balance.
    4. The Content for which the License is granted must in each individual case be downloaded within 96 hours upon validated purchase. Failure to do so may result in the Licensee having to purchase another License for the Content in question. Clipcanvas takes no responsibility for storage of the Content for which the Licensee purchases a License.
  8. Privacy. In terms of respecting the Licensee’s right to privacy, Clipcanvas has a set of practices with regards to personal information Clipcanvas make use of about the users of the Clipcanvas Service. In order to conduct transactions and for the Licensee to gain access to the Clipcanvas Service, the Licensee is required to provide certain personal information. Such information may include, but is not limited to, the Licensee’s name, address, e-mail address, phone number and credit card information. By providing this information, the Licensee agrees to allow Clipcanvas to apply this information in order to conduct the necessary transactions related to the offered Clipcanvas Service and to provide information about the Clipcanvas Service, maintenance notices and support. The Licensee also agrees that this information may be shared with necessary payment processors and necessary third parties required by law. Clipcanvas will never sell, trade or otherwise share your personal information in any other way.
  9. Confidentiality. Information that a party becomes aware of in connection with the entry into or performance of the License Agreement and which concerns the other party’s operations, employees, products, services or confidential information about a third party shall be dealt with confidentially and not made available to unauthorized third parties without the written consent of the other party.
  10. Term and termination. This License Agreement will become effective the day when Clipcanvas, following the registration as a Licensee, either sets up the Licensee’s “Your Account” or Clipcanvas sends the Licensee a written confirmation that the Licensee holds a valid Clipcanvas Licensee Membership. In addition, this License Agreement governs downloading with any subsequent use of any Content from the Clipcanvas Service. This License Agreement is thereafter in effect in perpetuity unless otherwise stated. Clipcanvas may terminate this License Agreement immediately by written notice if the Licensee knowingly and deliberately violates the terms of this License Agreement or the User Terms as such. If this License Agreement is terminated, the Licensee’s Clipcanvas Licensee Membership is also terminated and Clipcanvas may delete or otherwise remove the Licensee’s “User Account” and other materials or information related to the Licensee. In the event of termination of this License Agreement, the Licensee is required to delete any Content and copies for such Content retrieved from Clipcanvas, and may no longer use any such Content or information.
  11. Limitation of warranties, liability, disclaimer. Clipcanvas provides a link between suppliers (the Submitter) and buyers (the Licensee) of Content. Clipcanvas facilitates the licensing of such Content on behalf of the Submitter, and the Submitter is responsible for all rights management related to the Content. Clipcanvas does not warrant the accuracy of information revealed and supplied by the Submitter. Clipcanvas strives to secure a high and professional level in terms of the quality of Content delivered through the Clipcanvas Service, but Clipcanvas does not warrant that the quality of the Clipcanvas Service, including any Content, services, information or other material purchased or obtained by the Licensee through the Clipcanvas Service, will meet the Licensee’s requirements or that it will be free from errors, uninterrupted, timely, secure, or that the results that may be obtained from the use of the Clipcanvas Service will be accurate or reliable, that the quality of any Content, Clipcanvas Service, information, or other material purchased or obtained by the Licensee through the Clipcanvas Service will meet the Licensee’s expectations, and that any errors will be corrected. Risk related to the quality and performance of the Content is entirely with the Licensee. THE CONTENT IS PROVIDED “AS IS” WITHOUT ANY CONDITION, WARRANTY OR REPRESENTATION OF ANY KIND. THIS INCLUDES, BUT IS NOT LIMITED TO, COMMERCIAL APPLICATION OF CONTENT, SUITABILITY FOR PARTICULAR PURPOSES, VARIATIONS OF EDITORIAL USE AND OTHER MERCANTILE APPLICATIONS. FURTHERMORE, CLIPCANVAS DOES NOT WARRANT THE USE OF NAMES, PEOPLE, LOGOS, TRADEMARKS, PATENTED DESIGNS OR COPYRIGHTS OR OTHER FORMS OF INTELLECTUAL PROPERTY ON OR IN ANY CONTENT DISPLAYED ON THE WEB SITE. CLIPCANVAS DOES NOT WARRANT OR MAKE REPRESENTATIONS AS TO THE VALIDITY OR LEGALITY OF ANY RELEASE OR INFORMATION THEREOF ASSOCIATED WITH ANY CONTENT DISTRIBUTED THROUGH THE CLIPCANVAS SERVICE. IF THE LICENSEE IS IN DOUBT, THE LICENSEE SHALL SEEK OUT COMPETENT COUNSELING FOR THE INDIVIDUAL CASE IN QUESTION. THE LICENSEE SHALL INDEMNIFY CLIPCANVAS, ITS SUBSIDIARIES, ITS AFFILIATES AND SUBMITTERS AGAINST ANY LOSSES, EXPENSES, COSTS OR DAMAGES INCURRED BY ANY OR ALL OF THEM AS A RESULT OF THE LICENSEE’S BREACH OF THE TERMS OF THIS LICENSE AGREEMENT. THE FAILURE OF CLIPCANVAS TO EXERCISE OR ENFORCE ANY RIGHT OR PROVISION OF THE LICENSE AGREEMENT SHALL NOT CONSTITUTE A WAIVER OF SUCH RIGHTS OR PROVISIONS. IN NO EVENT SHALL CLIPCANVAS OR ANY OF ITS PARTNERS, SHAREHOLDERS, EMPLOYEES, SUBMITTERS, DIRECTORS OR AGENTS BE LIABLE FOR ANY KIND OF INDIRECT, CONSEQUENTIAL, PUNITIVE OR INCIDENTAL DAMAGES WHATSOEVER IN CONNECTION WITH ANY CLAIM, LOSS, DAMAGE, ACTION OR SUIT ARISING UNDER OR OUT OF THIS LICENSE AGREEMENT. THE LICENSEE EXPRESSLY UNDERSTANDS AND AGREES THAT CLIPCANVAS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, EVEN IF CLIPCANVAS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM THE USE OR THE INABILITY TO USE THE CLIPCANVAS SERVICE, THE COST OF PROCUREMENT OF SUBSTITUTE CONTENT AND SERVICES RESULTING FROM ANY CONTENT, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE CLIPCANVAS SERVICE, UNAUTHORIZED ACCESS TO OR ALTERATION OF THE LICENSEE’S TRANSMISSIONS OR DATA, STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE CLIPCANVAS SERVICE, OR ANY OTHER MATTER RELATING TO THE CLIPCANVAS SERVICE. IN ANY EVENT, CLIPCANVAS’ MAXIMUM TOTAL AGGREGATE LIABILITY TO THE LICENSEE OR ANY OTHER PARTY CLAIMING THROUGH THE LICENSEE, ARISING IN CONNECTION WITH USING THE CLIPCANVAS SERVICE OR SUBSEQUENT CONTENT FROM THE CLIPCANVAS SERVICE, SHALL NOT EXCEED THE AMOUNT ACTUALLY RECEIVED BY CLIPCANVAS FOR THE LICENSEE’S USE OF THE CONTENT IN QUESTION. SOME US STATES AND FOREIGN COUNTRIES DO NOT PERMIT THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES OR LIABILITY FOR CERTAIN CATEGORIES OF DAMAGES. THUS, SOME OR ALL OF THE LIMITATIONS ABOVE MAY NOT APPLY TO YOU TO THE EXTENT THEY ARE PROHIBITED OR SUPERSEDED BY STATE OR NATIONAL PROVISIONS. CLIPCANVAS IS NOT A SELLER OF COPYRIGHTS, BUT FACILITATES THE TRANSFER OF LICENSES FOR USAGE BETWEEN BUYERS AND SELLERS THROUGH THE CLIPCANVAS SERVICE. THUS CLIPCANVAS ASSUMES NO LIABILITY WHATSOEVER REGARDING OBLIGATIONS THAT ORIGINATE FROM SUCH COPYRIGHT ISSUES AND RELATIONSHIPS BETWEEN BUYERS AND SELLERS USING THE CLIPCANVAS SERVICE FROM WHICH SUCH ISSUES MAY ARISE. THE LICENSEE ACKNOWLEDGES THAT THE LICENSEE HAS READ THIS LICENSE AGREEMENT AND HAD THE OPPORTUNITY TO SEEK OUT LEGAL COUNSEL BEFORE ACCEPTING THIS LICENSE AGREEMENT. FURTHERMORE, THE LICENSEE AGREES TO BE BOUND BY THE TERMS AND CONDITIONS AS SET OUT IN THIS LICENSE AGREEMENT, AND THAT THIS LICENSE AGREEMENT CONSTITUTES THE CONTRACTUAL AND LEGALLY BINDING AGREEMENT FOR THE GRANT OF LICENSES THROUGH THE USE OF THE CLIPCANVAS SERVICE.
  12. Dispute resolution. This License Agreement and all licensed Content shall be governed by and construed in accordance with Norwegian law. The Licensee acknowledges that Oslo city court in Norway shall be the exclusive venue for any legal actions or proceedings arising as a result of this License Agreement.