Fidel.com.pl
TERMS OF SALE JAMENDO PRO is a service for the online distribution of musical works provided by: JAMENDO S.A 76, Avenue de la Liberté L1930 LUXEMBOURG LUXEMBOURG Phone: +352 26 53 421 Email: licensing@jamendo.com RCS No.: B0104301 VAT No.: LU22234927 The Works available in JAMENDO PRO have been previously published under a Creative Commons license on the JAMENDO platform (http://www.jamendo.com). Uses not covered by the Creative Commons licenses chosen by the Artists (commercial uses, creation of derivative works, etc.) require the User to purchase a license on JAMENDO PRO (http://pro.jamendo.com). These Terms of Sale govern the use of JAMENDO PRO Services. By using these Services, you agree to be bound by these Terms of Sale. Particular Terms and Conditions, which will be communicated to you at the time of the license purchase, complete and prevail over these Terms of Sale in case of a contradiction. CLAUSE 1. DEFINITIONS ARTIST: shall mean a member who published Works on JAMENDO and JAMENDO PRO and who is the sole owner of the rights, or represents all owners of rights, on Works published. CONTRACT: shall mean the document that contains these Terms of Sale and the Particular Terms and Conditions considered as an indivisible whole. DISTRIBUTION AGREEMENT: shall mean the agreement accepted by the Artists at the time they publish their works on JAMENDO PRO. FEE: shall mean the fee paid by the User to JAMENDO in consideration of the license granted in this Contract. PROJECT: shall mean the use of the Work, specified by the User at the time of the purchase, for which the license is granted. The Project characteristics are mentioned in the Particular Terms and Conditions. SERVICES: shall mean the JAMENDO PRO services available at http://pro.jamendo.com. TERRITORY: refers to the geographical area of the license hereby granted, which is selected by the User at the time of the purchase and mentioned in the Particular Terms and Conditions. USER: shall mean the client or final user, either natural or legal person, designated in the Contract, to whom this license is given. USER ACCOUNT: shall mean the interface to which the User can access using a user name and a
Fidel.com.pl
password after registering on JAMENDO PRO, and containing information related to his registration and his purchases. WORK: shall mean the musical works available in the JAMENDO PRO catalog. CLAUSE 2. PURPOSE This Contract aim is to grant a license for the use of one or more Works according to the selected Project at the time of the purchase, of which the characteristics, extent and, notably, nature are indicated in the Particular Terms and Conditions. CLAUSE 3. REGISTRATION TO JAMENDO PRO The use of the JAMENDO PRO Services requires one to register and provide information by filling out a form to allow User identification. The User commits to provide JAMENDO with correct and comprehensive information and maintain uptodate information by using the User Account, to which registration gives access. The User Account interface also gives access to Works selected at the time of the purchase and to the corresponding contracts and invoices. A username and password give access to Services restricted to Users, as well as to the User Account. The username and password are strictly personal, and should not under any circumstances be shared with or disclosed to third parties. Users are personally responsible for their identification details and must use them in accordance with the provisions of this Contract. Each User shall hold JAMENDO harmless from and against any wrongful use of the User’s identification details and/or resulting in a loss arising from said identification details, whether or not fraudulent, caused by the User’s own acts or omissions, or those of a third party. Please note that JAMENDO is not required and does not have the necessary technical resources to verify the real identity of persons registering for its Services. JAMENDO may not be held liable in the event of a theft of identification details and/or the identity of one of its Users. If a User notices or suspects any fraudulent use of his User Account, said User must immediately inform JAMENDO by email. CLAUSE 4. GRANT OF LICENSE JAMENDO grants to the User a nonexclusive license to use the Work for the Territory, the duration, the Fee, the extent and the purpose indicated in the Particular Terms and Conditions. The license is neither transferable nor sublicensable unless there is express permission from JAMENDO. However, the rights hereby granted may be exercised by subcontractors for the sole purpose of making the Project or transferred to a final client, agreeing that they undertake to be bound by the terms of this Contract. All rights which are not explicitly subject to a license in this Contract remain the entire property of JAMENDO and the Artists. CLAUSE 5. TERRITORY
Fidel.com.pl
When the Territory indicated in the Particular Terms and Conditions is “international”, the licence hereby granted shall be considered as worldwide. When the Territory indicated in the Particular Terms and Conditions is “national”, the licence hereby granted is limited to the country of User’s residence indicated in the Particular Terms and Conditions. When the Territory indicated in the Particular Terms and Conditions is “regional”, the licence hereby granted is limited to the widest geographical administrative subdivision of the country of User’s residence indicated in the Particular Terms and Conditions. When no Territory has been defined in the Particular Terms and Conditions, the license is granted for the national Territory (as defined above) when the Contract concerns background music in a public place, and international in any other case. CLAUSE 6. DURATION This Contract is concluded for the duration mentioned in the Particular Terms and Conditions. However, the licensing of the rights will only take effect upon full payment of the Fee specified in article 7 of this Contract. If the duration mentioned is “unlimited”, the licence granted under this Contract is perpetual (for the duration of the applicable copyright in the Work). Contract renewal conditions are mentioned in the Particular Terms and Conditions. In case of a renewal by tacit agreement, both parties may terminate this Contract by sending a notice by mail or email at least fifteen (15) days before its end. CLAUSE 7. FEE In consideration of this license, the User will pay a Fee in the amount set pursuant to the Particular Terms and Conditions, on the basis of the chosen Project and information declared by the User at the time of the purchase. This Fee does not include the eventual taxes and commissions, which the User may be required to pay. The Fee shall entirely be paid at the time of the purchase by one of the paying methods proposed by JAMENDO. Any delay in the payment may result in additional charges equal to twenty percent (20%) per year. Upon validation of the payment by the User, the order is considered as definitive and shall not be subject to any reimbursement. The User guarantees to JAMENDO the accuracy of the information declared and the Project chosen at the time of the purchase. In case of modification, the User shall inform JAMENDO without any delay by sending an email to licensing@jamendo.com. JAMENDO may unilaterally adapt the amount of the Fee to the effective use of the Work and ask for the payment of the corresponding complementary Fee. In the case of a false declaration having an impact on the Fee’s amount, JAMENDO reserves the right to request at any time the payment of a complementary Fee corresponding to the effective use of the Work together with a penalty up to one hundred percent (100%) of this Fee.
Fidel.com.pl
CLAUSE 8. USER’S OBLIGATIONS The User commits to reproduce in a legibly and accessible way, for each use of Work, the following reference: “Artist’s Name – Work’s Title – Provided by Jamendo”. In case of an omission of this mention, JAMENDO reserves the rights to apply a penalty up to one hundred percent (100%) of the Fee. The User commits to use the Work in accordance to this Contract and not harm the Work’s integrity. The User commits to not use the Work in a way that is fraudulent, illegal, libellous, defamatory, offensive, discriminatory or in any way that promotes, solicits or encourages the infringement of intellectual property rights, including Artists’ moral rights, or otherwise brings JAMENDO into disrepute. Therefore, the Work shall not be used, notably, in a political, pornographic, obscene, defamatory or injurious context. The User commits to inform JAMENDO of any fraudulent use of the Work that is brought to his knowledge. The User commits to transmit to JAMENDO, when possible, a copy of the Project in which the Work is incorporated, and authorizes JAMENDO to transmit this copy to the Artist for informational purposes only. The User also authorizes JAMENDO to use the copy of the Project for the promotion of its Services. The User hereby agrees and authorizes JAMENDO to use its name, logo, and/or trademark in order to promote JAMENDO Services. The User further authorizes JAMENDO to use these elements in any presentation, report, case study, marketing materials and similar documentation. If the User is hired by a third person to realize the Project, he commits to mention the amount of the Fee paid to JAMENDO and the origin of the current license in the contract between the User and the third party and not to transmit the license at a higher price than the price paid by the User to JAMENDO. At the end of this Contract, or in case of termination, the User commits to cease any use of the Work and to delete all copies in his possession. The User commits to cease any use of a Work for which JAMENDO has informed the User that it is violating third party’s rights and notably intellectual property rights. The User is responsible to ensure that the Project is compliant with the laws of the country where the User wants to implement it. JAMENDO may not be held liable in the event of the impossibility to implement due to the lack of compliance with the laws of said country. The User commits, and commits to make any third party involved in the Project realization, to comply with all the obligations of this Contract. The User also commits to hold JAMENDO and the Artists harmless from and against any claim, costs, demands, expenses and liabilities which may result from a violation of the obligations of this Contract by the User or one of the third parties involved in the Project realization. Users must not use the word “Jamendo” or any other element, including but not limited to, JAMENDO design, colors, trademarks, domain name or logo in a way that suggests that the Project originates from or is endorsed by JAMENDO in any way. Users shall also ensure that the Project user experience and appearance are not confusingly similar to the user experience and appearance of any part of the JAMENDO Services. CLAUSE 9. JAMENDO’S OBLIGATIONS JAMENDO certifies that the Artists, by joining JAMENDO PRO and accepting the Distribution Agreement,
guarantee that they hold sufficient rights on the Works to grant to JAMENDO and its clients the required licenses for the exploitation of the Works on JAMENDO PRO. JAMENDO certifies having obtained from the Artists all the required rights to grant the license described in this Contract and that, to the best of their knowledge, all the Artists in JAMENDO PRO are in compliance with the Distribution Agreement. Accordingly, JAMENDO commits to keep indemnified and hold the User harmless from and against any cost or liability which may result from a false declaration or a breach of the Distribution Agreement by an Artist. However, any compensation due to the User which may arise from this obligation is limited to the compensation JAMENDO can get from the Artist. Unless when explicitly mentioned in this Contract, JAMENDO shall not be liable to the User or any third party for any costs, claims, damages or loss of profits, direct or indirect, tangible or intangible, resulting from the execution of this Contract, including but not limited to, loss of data, loss of profits and loss of opportunity. The Works are provided on an “as is” basis, JAMENDO disclaims all warranties of any kind on the Work, including but not limited to, warranty concerning the quality of the Work or the fitness of the Work for a particular purpose or for the User’s needs. JAMENDO does not warrant that the Services will operate without interruption or error, nor that access to the Services will be granted at all times, in particular in the following situations: faulty use of the Services owing to unsuitable equipment, malfunctions caused by User’s Internet service provider or Internet network congestion. JAMENDO may temporarily suspend the operation of the Services in order to implement improvements or perform maintenance and will use best endeavours to give the User advance notice of any suspension. CLAUSE 10. TERMINATION Should the User fail to meet any of its obligations hereunder, JAMENDO may, at its rights, terminate this agreement fifteen (15) days after a notice served on the User by mail or by email has remained fruitless. The Fee will remain fully owed to JAMENDO and shall not be subject to any reimbursement. JAMENDO reserves the right to demand compensation of the damages incurred or assist the Artist in this view. CLAUSE 11. INTELLECTUAL PROPERTY Apart from the intellectual property rights regarding the Works, JAMENDO is the sole holder of the intellectual property rights relating to the trademarks, patents, software, logos, graphics, photographs and animations contained on the Services. They may not be reproduced without JAMENDO's express consent. JAMENDO hereby grants the User a license to use them, strictly limited to accessing, downloading, reproducing on any digital media and use them, for private and personal purposes only, within the framework of the use of the Services by the User and for such time as the User is registered for the Services. Any use of the “Jamendo” trademark or logo, alone or associated with other contents requires JAMENDO's express consent unless in the virtue of an obligation of this Contract. CLAUSE 12. SEVERABILITY In the event that one of the Clauses of this Contract is held to be invalid, the parties hereby agree that the
other Clauses of the Contract shall remain valid and that the Contract will remain in full force and effect. CLAUSE 13. APPLICABLE LAW This Contract is governed by the laws of Luxembourg. Any dispute relating to its interpretation shall be referred to the Luxembourgish jurisdictions excluding any other competent jurisdiction.
Fidel.com.pl tel:+48 660-66-77-03 POLSKA