Please read this usage agreement (‘Agreement’) carefully before checking the ‘I agree to VideoHelper’s Terms and Conditions’ box and before downloading VideoHelper Music. By checking the box and/or downloading VideoHelper Music, you are agreeing to be legally bound by the terms and conditions of this agreement (‘T&C’). If you do not agree to the T&C, do not check the box and do not download VideoHelper Music.
By using this Website, you hereby represent and warrant that you are over the age of 18 and have the legal authority to accept these terms. If you are using the Website on behalf of any entity, you further represent and warrant that you are authorized to accept these terms on such entity's behalf, and that such entity agrees to indemnify VideoHelper for any violations of these Website terms.
VideoHelper Usage Agreement
VIDEOHELPER, INC. ('VIDEOHELPER') is the owner and/or administrator of certain rights in and to all musical compositions and sound recordings (“VideoHelper Music”) that are organized into music libraries and made available for download at www.videohelper.com (the ‘Website”) for licensing to professional and/or private users for production purposes.
1. GRANT OF RIGHTS. User acknowledges that by signing this Agreement, User agrees to report and provide payment for all usage of VideoHelper Music in any media, now known or hereafter devised. In the event User is an independent producer or production company, or is in any way engaged on behalf of a third-party ('User's Client'), User agrees to report any music usage to VideoHelper as well as to User's Client. It is understood that User may be liable for payment if User's Client does not meet its obligations to VideoHelper.
2. MUSIC REPORTING. User agrees to not exhibit, duplicate, publicly perform, distribute, broadcast or otherwise transmit or exploit VideoHelper Music or authorize others to make such uses, without first obtaining a license from VideoHelper (‘License’). Applications for a synchronization license must be made online or via electronic communication (such as email or text) immediately following the completion of a production and prior to any exhibition or broadcast. User acknowledges that timely reporting is of the essence and that use of VideoHelper Music without such reporting could constitute an infringement of VideoHelper's rights.
The right and license to synchronize VideoHelper Music into Production(s) and the right and license to exploit VideoHelper Music in Production(s) are conditioned upon the timely payment by User or User's Client for its obligations associated with its licenses with VideoHelper. For productions exhibited on TV or radio, the license is also conditioned upon the accurate reporting of the music usage to the appropriate performing rights societies.
Any use of VideoHelper Music before the grant of a License will give VideoHelper the right to increase the applicable license fee to be paid by User, even if such a fee is higher than our publicly published rates.
3. ACCESS TO MUSIC. User acknowledges that VideoHelper retains the right to terminate this Agreement at any time during the Term. VideoHelper at all times retains the right to deny User electronic access to VideoHelper Music on this Website and/or any other media or distribution method containing VideoHelper Music.
4. LENGTH OF LICENSE. Provided User or User's Client has appropriately obtained a synchronization license under the terms of this Agreement, the licensee may continue to use and exploit the licensed production as it embodies VideoHelper Music for the length of that production’s copyright (including any extensions or renewals thereof).
5. LENGTH OF AGREEMENT. The term of this Agreement shall commence on the date hereof and continue for Twelve (12) Months ("The Term"). Providing that User submits at least one License Application to VideoHelper during the Term and User or User's Client has no outstanding balance in connection with the License, this Agreement will automatically renew in increments of additional 6 month terms.
6. LICENSE FEES. User agrees to pay VideoHelper the applicable fees per VideoHelper's License Application/Rate Sheet in effect at the time of licensing (‘Fee’). If the License Application is submitted after completion of the production and/or exhibition of such, the rates in effect at the time of submission will automatically be substituted. All rates/fees are subject to change without notice.
All Fees should be payable to the account of VideoHelper, Inc. Failure to remit the Fee(s) shall deem the broadcast or use of VideoHelper Music as unauthorized, subject to all rights and remedies allowable by law, whether pursuant to Copyright Act or otherwise.
7. INTELLECTUAL PROPERTY. User acknowledges VideoHelper's exclusive ownership to the copyright and all intellectual property rights within all VideoHelper Music and related metadata in all contents and contexts. VideoHelper retains these rights at all times.
8. USER RESTRICTIONS. The use of VideoHelper Music is for User's use only. User shall not, without VideoHelper's prior written consent, sell, lease, lend, give or otherwise transfer VideoHelper Music or online system passwords to any other persons or entities.
9. REPRESENTATIONS and WARRANTS. VideoHelper represents and warrants to User that VideoHelper has the full right, power and authority to enter into this Agreement and to grant the rights specified herein. Except as set forth in the immediately preceding sentence, VideoHelper makes no representations or warranties of any kind with respect to VideoHelper Music. User represents and warrants to VideoHelper that it has the full right, power and authority to enter into this Agreement and to perform all obligations on its part to be performed hereunder.
10. DISCLAIMER. VideoHelper uses its best efforts in determining the accuracy and safety of the content contained herein, but makes no representations or warranties, express or implied, and hereby disaffirms and expressly denies any liability relating hereto. Additionally, User hereby expressly and irrevocably waives VideoHelper, its successors, assigns, employees and representatives, from any and all liability, including but not limited to any and all damages of any kind arising from the use of this Website or any of the content contained herein, or the unavailability of the same, including but not limited to loss of data, usage and/or profits, or any other incidental, special, punitive and consequential damages whether directly or indirectly related hereto.
11. LIMITATION OF LIABILITY. To the maximum extent permitted by applicable law, in no event shall VideoHelper, or its affiliates, subsidiaries, agents, vendors, or licensors be liable to User, User’s Client, or any third party for any damages of any kind, including but not limited to punitive, exemplary, special, incidental, direct, indirect, or consequential damages (for example, damages for loss of business or personal profits, business interruption, loss of business information, or any other pecuniary loss) arising out of the use of or inability to use the Website or the provision of or failure to provide direct or indirect support services, even if VideoHelper has been advised of the possibility of such damages. In no event shall VideoHelper’s liability for any damages, regardless of kind or type, to User or any other person exceed the amount paid by User with respect to this Agreement.
12. TRANSFER. User may not assign or transfer control of this Agreement or any rights and/or obligations hereunder without VideoHelper's prior written approval.
13. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements or communications. This Agreement shall not be modified except by a written agreement signed by each of the parties. This Agreement shall be governed by the laws of the State of New York applicable to contracts to be wholly negotiated and performed therein and any claim, dispute or disagreement with respect to this Agreement shall be submitted to the courts of the State of New York, County of New York, or if appropriate, the Federal courts within the State of New York, which courts shall have the exclusive jurisdiction thereof.
14. CONFIDENTIALITY. User may not disclose to any person or entity without the prior written permission of VideoHelper:
a. The terms of any discussions or negotiations between User or User’s Client and VideoHelper; and
b. Any fees for licensing VideoHelper Music that are a result of these discussions and/or are not made publicly available on VideoHelper's License Application/Rate Sheet.
15. GENERAL TERMS.
a. VideoHelper may at its discretion grant User a License to use VideoHelper Music.
b. VideoHelper retains the right to alter its rates from time to time and it shall be User's responsibility to remain current with such changes.
c. The VideoHelper Music, and Website are provided "as is," with all faults and without warranty of any kind. All warranties are disclaimed, whether express, implied or statutory, including but not limited to warranties of merchantability, fitness for a particular purpose, title, and non-infringement of third party intellectual property rights, or that the Website functions, including User’s ability to download the VideoHelper Music, will meet User’s requirements or that its operation will be uninterrupted or error free or that the Website will be virus-free. The entire risk as to the quality and performance of the Website is with User. This disclaimer applies to and is for the benefit of VideoHelper, its subsidiaries, affiliates, agents, vendors, third parties, and licensors.
Website Content Ownership
VideoHelper is the owner and/or controller of all content contained on this Website, including, but not limited to any and all copyrights, trademarks, musical compositions, sound recordings, lyrics, photographs, graphics, text, etc.
No usage of the name, logo, trade/servicemark(s) of VideoHelper or other content providers contained herein shall be allowed without the prior express written consent of VideoHelper or the applicable owner(s) thereto.