Terms of Service
Videorista License Agreement(s)
Dear Videorista customer:
The following is a legal agreement between you or the employer or other entity on whose behalf you are entering into this agreement ("you" or "Customer") and Iokanan Science, S.A. de C.V, incorporated under the laws of Mexico with its office at Granate 2569, Col. Verde Valle, Guadalajara, Jalisco, México (in either instance, referred to hereafter as "Videorista"). By entering into this agreement, you verify that your country of residence is the same as your billing address.
"Footage" means any moving images, animations, films, videos or other audio/visual representations, excluding still images, recorded in any format that are available for license from the Videorista website.
"Visual Content" shall refer to Footage.
The following Terms of Service ("TOS") constitutes an agreement between Customer and Videorista setting forth the rights and obligations with respect to any Visual Content licensed by you. By agreeing to the TOS, you agree that these terms control your rights and obligations with respect to all Visual Content licenses set forth herein, notwithstanding the subscription or license you may be purchasing today. Please revisit these TOS when you purchase any Visual Content.
Part I Visual Content Licenses
a. Footage Licenses
b. Restrictions on Use of Visual Content
c. Credit and Copyright Notices
Part II Warranties and Representations
Part III Additional Terms
PART I VISUAL CONTENT LICENSES
Videorista hereby grants you a non-exclusive, non-transferable right to use, modify and reproduce Visual Content worldwide, in perpetuity, as expressly permitted by the applicable license and subject to the limitations set forth herein:
a. FOOTAGE LICENSES
A FOOTAGE USE LICENSE grants you the right to use Footage:
1. in Productions (i.e., a film, video, television series, advertisement, or other multimedia production) displayed or distributed to the public by any means now known or hereafter devised;
2. in connection with a live performance;
3. on websites.
If the Footage Use License does not grant the rights you require, please contact Customer Service. (Email: Customer Support)
b. RESTRICTIONS ON USE OF VISUAL CONTENT
YOU MAY NOT:
i. Use Visual Content other than as expressly provided by the license you purchased with respect to such Visual Content.
ii. Portray any person depicted in Visual Content (a "Model") in a way that a reasonable person would find offensive, including but not limited to depicting a Model: a) in connection with pornography, "adult videos", adult entertainment venues, escort services, dating services, or the like; b) in connection with the advertisement or promotion of tobacco products; c) in a political context, such as the promotion, advertisement or endorsement of any party, candidate, or elected official, or in connection with any political policy or viewpoint; d) as suffering from, or medicating for, a physical or mental ailment; or e) engaging in immoral or criminal activities.
iii. Use any Visual Content in a pornographic, defamatory, or deceptive context, or in a manner that could be considered libelous, obscene, or illegal.
iv. Resell, redistribute, provide access to, share or transfer any Visual Content except as specifically provided herein. For example and not by way of limitation, the foregoing prohibits displaying Content as, or as part of, a "gallery" of content through which third parties may search and select from such content.
v. Use Visual Content in a manner that infringes upon any third party's trademark or other intellectual property, or would give rise to a claim of deceptive advertising or unfair competition.
vi. Use any Visual Content (in whole or in part) as a trademark, service mark, logo, or other indication of origin, or as part thereof.
vii. Use "stills" derived from Footage except solely in connection with the in-context marketing, promotion, and advertising of your derivative works incorporating Footage.
viii. Falsely represent, expressly or by way of reasonable implication, that any Visual Content was created by you or a person other than the copyright holder(s) of that Visual Content.
If you require any of the foregoing rights, please contact Customer Service. (Email: Customer Support)
c. CREDIT AND COPYRIGHT NOTICES
i. The use of Visual Content in an "editorial" context, shall be accompanied by an adjacent credit to the Videorista contributor and to Videorista in substantially the following form:
"Name of Artist/Videorista.com"
ii. If and where commercially reasonable, the use of Visual Content in Merchandise or a Production shall be accompanied by a credit to Videorista in substantially the following form:
"Image(s) or Footage (as applicable), used under license from Videorista.com"
iii. Credit attributions are not required in connection with any other use of Images unless another stock content provided is afforded credit in connection with the same use.
iv. In all cases the credit and attribution shall be of such size, color and prominence so as to be clearly and easily readable by the unaided eye.
PART II WARRANTIES AND REPRESENTATIONS
a. Videorista warrants and represents that:
i. Videorista's contributors have granted Videorista all necessary rights in and to the Visual Content to grant the rights set forth in Part I as applicable.
ii. Visual Content in its original unaltered form and used in full compliance with these TOS and applicable law, will not: i) infringe any copyright, trademark or other intellectual property right; ii) violate any third parties' rights of privacy or publicity; iii) violate any US law, statute, ordinance, or regulation; or iv) be defamatory, libelous, pornographic or obscene.
b. While Videorista makes commercially reasonable efforts to ensure the accuracy of keywords and descriptions, as well as the integrity of Visual Content designated "Editorial Use Only", VIDEORISTA MAKES NO WARRANTIES AND/OR REPRESENTATIONS REGARDING ANY: I) KEYWORD, TITLES OR DESCRIPTIONS; II) AUDIO IN FOOTAGE; OR III) VISUAL CONTENT DESIGNATED "EDITORIAL USE ONLY". For the sake of clarity, Videorista will not indemnify or have any liability in respect of any claims arising from inaccurate keyword, titles or descriptions, any audio in Footage, or the use of Visual Content designated Editorial Use Only.
c. VIDEORISTA MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER OTHER THAN THOSE EXPRESSLY MADE IN THIS "WARRANTIES AND REPRESENTATIONS" SECTION.
PART III ADDITIONAL TERMS
a. Except when required by law, Videorista shall be under no obligation to issue refunds under any circumstances. In the event that Videorista determines that you are entitled to a refund of all or part of the fees you paid, such refund shall be made using the payment method originally used by you to make your purchase.
b. "Non-transferable" as used herein means that except as specifically provided in these TOS, you may not sell, rent, load, give, sublicense, or otherwise transfer to anyone, Visual Content or the right to use Visual Content. You may however, make a one-time transfer of Visual Content to a third party for the sole purpose of causing such third party to print and/or manufacture your goods incorporating Visual Content subject to the terms and conditions herein. If you become aware that any Social Media Website uses any Visual Content in a manner that exceeds your license hereunder, you agree to remove all derivative works incorporating Visual Content from such Social Media Site, and to promptly notify Videorista of each such Social Media Website's use. You agree to take all commercially reasonable steps to prevent third parties from duplicating any Visual Content. If you become aware of any unauthorized duplication of any Visual Content please notify us via email at firstname.lastname@example.org.
c. If you use any Visual Content as part of work product created for or delivered to a client or customer, you will disclose the identities of such clients or customers to Videorista, upon Videorista's reasonable request.
d. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by binding arbitration, rather than in court, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof or having jurisdiction over the relevant party or its assets. The place of arbitration shall be the state Jalisco. The language of the arbitration shall be Spanish. There shall be one arbitrator. Each party shall bear its own costs in the arbitration. Videorista shall also have the right to commence and prosecute any legal or equitable action or proceeding before any court of competent jurisdiction to obtain injunctive or other relief against you in the event that, in the opinion of Videorista, such action is necessary or desirable.
e. These TOS shall be construed neither against nor in favor of any party, but rather in accordance with the fair meaning of the language hereof. These TOS are governed by and shall be construed in accordance with the laws of the State of New York, without respect to its conflict of laws principles.
f. If you are entering into these TOS on behalf of your employer or other entity, you warrant and represent that you have the full right and authority to do so. In the event that you do not have such authority, you agree that you will be personally liable to Videorista for any breaches of the terms of these TOS. You hereby grant Videorista a worldwide, non-exclusive, limited license to use your trademarks in Videorista's promotional materials, including a public customer list. Videorista's use of your trademarks shall at all times conform to your then-current trademark use policies as made available to Videorista and shall at all times inure to your benefit. Videorista further agrees that it will use commercially reasonable efforts to terminate any particular use of your trademark no later than thirty (30) days from the date of receipt by Videorista of your email request to email@example.com.
g. The number of Visual Content downloads available to you is determined by the product you purchase. For the purposes of these TOS, a day is defined as the twenty four (24) hour period beginning at the time your product is purchased. A month is defined as a calendar month beginning on and including the date that you purchase your product and ending on that date which is the earlier of (i) the same date as your purchase in the following month or (ii) the last day of the following month. By way of example, if you purchase a monthly subscription on March 5, it will renew on April 5. If you purchase a monthly subscription on August 31, your Subscription will renew on September 30.
h. Unless otherwise specified in the coupon, any coupon or discount code applied to a purchase of any automatically renewing, installment payment or recurring subscription product shall apply only to the first installment thereof.
i. If any individual term of these TOS is found to be invalid or unenforceable by any legal or regulatory body of competent jurisdiction, such finding will be limited solely to such invalid or unenforceable part, without affecting the remaining parts of such individual term, or any other part of the TOS, so that these TOS shall otherwise remain in full force and effect.
j. It is expressly understood and agreed that this TOS is entered into solely for the mutual benefit of the parties herein and that no benefits, rights, duties, or obligations are intended by this TOS as to third parties.
k. In the event that you breach any of the terms of this or any other agreement with Videorista, Videorista shall have the right to terminate your account without further notice, in addition to Videorista's other rights at law and/or equity. Videorista shall be under no obligation to refund any fees paid by you in the event that your account is terminated by reason of a breach.
l. Except as expressly set forth herein, Videorista grants no rights and makes no warranties, with regard to the use of personally identifiable information that may be visible in the Visual Content, music or other audio in footage, trademarks, trade dress or copyrighted designs or works of art or architecture depicted in any Visual Content. Videorista only has model or property releases where expressly indicated on the Videorista website.
m. Videorista's liability under any individual license purchased hereunder shall not exceed the "Limit of Liability" applicable to the license in effect at the time customer knows or should have known of the claim, and is without regard to the number of times the subject Visual Content is licensed or used by you.
n. In no event, will Videorista's total aggregate liability to you or any third party claiming through you, arising out of or in connection with your use of or inability to use the Videorista websites and/or Visual Content contained thereon (whether in contract, tort or otherwise) exceed the monetary amount actually received by Videorista from you for the applicable Visual Content license.
o. Neither Videorista nor any of its officers, employees, managers, members, shareholders, directors or suppliers shall be liable to you or to any other person or entity for any general, punitive, special, indirect, consequential or incidental damages, or lost profits or any other damages, costs or losses arising out of your use of the Visual Content, Videorista's breach of this agreement, or otherwise, unless expressly provided for herein, even if Videorista has been advised of the possibility of such damages, costs or losses.
p. Except as expressly set forth in Part II, all Visual Content is provided "as is" without warranty of any kind, either express or implied, including, but not limited to the implied warranties of non-infringement, merchantability, or fitness for a particular purpose. Some Visual Content may contain elements that require additional clearance if the Visual Content is modified or used in a particular context. If you make such modification or use Visual Content in such context, you are solely responsible for obtaining any additional clearances thereby required.
q. Videorista does not warrant that the Visual Content, Videorista websites, or other materials will meet your requirements or that use will be uninterrupted or error free. The entire risk as to the quality, performance and use of the Visual Content is solely with you.
r. In the event that you use fraudulent credit card information to open an account or otherwise engage in any criminal activity affecting Videorista, Videorista will promptly file a complaint with www.fge.jalisco.gob.mx, the internet crime complaint prosecution of the State of Jalisco.
Effective September 16, 2016