License

Last updated: January 31, 2023

Please read LICENSE carefully. LICENSE AGREEMENT FOR FILES HOSTED ON TOPSHELFVIDEOASSETS.COM.

Interpretation and Definitions

Interpretation

The words of which the initial letter is capitalized have meanings defined under the following conditions. The following definitions shall have the same meaning regardless of whether they appear in singular or in plural.

Definitions

For the purposes of this license.

Company (referred to as either "the Company", "We", "Us" or "Our" in this Agreement) refers to Top Shelf Video Assets a Subsidiary of Top Shelf VA Services, Charlotte, NC 28105.

Service refers to the Website.

License means this License that forms the entire Agreement between You and the Company regarding the use of the Service and Products.

Website refers to Top Shelf Video Assets a Subsidiary of Top Shelf VA Services, accessible from https://topshelfvideoassets.com

You or Your means the individual accessing or using the Service, or the company, or other legal entity on behalf of which such individual is accessing or using the Service or Products, as applicable.

Synopsis of License Agreement

This is only a synopsis of the License Agreement, which is provided in detail below.

If You download any files from TopShelfVideoAssets.com (Company), You agree to the full License Agreement provided below.

All files provided by Company are Royalty-Free, which only allows You to use for Your personal use as well as Your commercial projects.

What is not allowed, nor permitted: These files cannot be given away nor resold. They cannot be repackaged or resold unless reworked in a major, substantial manner that adds a significantly substantial value. Example: Putting together video, music, sound, template, and library assets, and repackaging as a new product for sale by You, would be a violation of this License Agreement.

Only one user, per file, on one computer. You are not allowed to share files with others, even within Your organization. Each user will need to purchase their own files or membership.

Special conditions apply for Sound files used in Television Broadcast, which are covered in the extended License Agreement details below.

License Agreement

You agree to be bound by the following License Agreement when You download and use the Royalty Free files from TopShelfVirtualAssets.com (Company).

License

This License Agreement is a legal contract between You and the Company for the use of the digital files made available for download by the Company (all templates, assets, graphics, videos, music, sound files). By downloading and using the Files, You agree to be bound by the terms and conditions of this License Agreement. Please read this Agreement carefully. This License is not a sale of the Files or any portion thereof. The Files are licensed to You, not sold. The Company retains ownership of the Files and all intellectual property rights in the Files. This License grants You the right to use the Files in accordance with the terms and conditions of this Agreement, but You do not acquire any ownership rights in the Files.

Refer to Limitations for Sound files special conditions usage.

Limitations

This License grants You the right to use the Files for the purpose they were intended, but You do not acquire any ownership rights in the Files. You are not allowed to claim proprietary rights over the Files or use them in a manner that suggests You own them. Furthermore, You are not permitted to use the Files in any way that would infringe on the trademark or service mark rights of the Company or any third party.

The Files are licensed for use on one computer only and for use by one user at a time. You may not make copies of the Files or distribute them to any other person or entity. If You need to use the Files on multiple computers or by multiple users, You must purchase additional licenses.

SOUND FILES FOR TELEVISION BROADCAST: In order to use the Sound Files for television broadcast, a cue sheet must be completed and submitted to the appropriate performance rights society. The cue sheet must include the track title, composer, and duration, and royalties must be paid by the broadcaster to the performance rights society. As the licensee, You are solely responsible for filing the cue sheet and ensuring the appropriate royalties are paid. Any use of the Files in a manner not specifically authorized by this Agreement is a violation of the Company's intellectual property rights and may result in legal action.

Fees and Payments

The use of the files provided by the Company is subject to fees and payments as outlined in this License Agreement. In order to download and use the files, You must have either paid for the files or have an active membership with the Company. This applies to all files provided under this License Agreement, regardless of the type or format of the files. Any use of the files without having paid the required fees, or without having an active membership, will be considered a violation of this Agreement and may result in legal action. It is Your responsibility to ensure that all fees and payments are up to date and that You are in compliance with this section of the Agreement.

This License Agreement allows You to continue using the downloaded files even after Your account with the Company is cancelled or expires, as long as You are in compliance with the terms and conditions of this License Agreement. The License granted to You for the use of the files is perpetual and You may use the files for the intended purpose indefinitely. However, You will not have access to any updates, upgrades, or customer support upon cancellation of Your account or the expiration of Your membership. Furthermore, any violation of the terms and conditions of this License Agreement, including but not limited to unauthorized distribution or alteration of the files, will result in termination of the License and You will no longer be permitted to use the files.

Copyright

This License Agreement acknowledges the copyright for the files provided by the Company and all related intellectual property rights are retained by the Company, its Licensors, and Contributors. All rights, titles, and interests in the files are protected by the United States of America and international copyright laws and treaty provisions. You are granted a License to use the files in accordance with the terms and conditions of this agreement, but You do not acquire any ownership rights in the files. By using the files, You agree to respect the intellectual property rights of the Company, its Licensors, and Contributors. Any unauthorized use or infringement of the files may result in legal action against You, and You may be held legally responsible for any copyright infringement.

No Warranty

This Agreement explicitly states the files provided by the Company are provided on an "as is" basis, without warranty of any kind, either express or implied. The Company makes no representation or warranty as to the names, trademarks, logos, registered or copyrighted designs, or any other intellectual property rights associated with the files. The Company also makes no representation or warranty regarding the merchantability, fitness for use, quality of image, or compatibility of the files with any computer hardware or other equipment. The Company shall not be liable for any damages arising out of or in connection with the use or inability to use the files, including but not limited to any direct, indirect, incidental, special, or consequential damages, loss of profits or loss of data, even if the Company has been advised of the possibility of such damages.

Remedy

The remedy limitation of liability and the sole remedy under the foregoing warranty is the replacement of the files. If You have any issues with the files that are covered under the warranty, Your sole remedy is the replacement of the files. The Company maximum liability to You shall not exceed the amount You paid for the files under this License agreement.

Limitation of Liability

Under no circumstances shall the Company be liable for any damages whatsoever, including without limitation, loss of profits, interruption, loss of information or any other pecuniary loss arising out of the use or inability to use the files or the inability to obtain additional rights. The limit of liability of the Company shall be the fee paid by You for the files under this License agreement. You acknowledge and agree the fees paid are based on the limitations of liability set forth in this Agreement.

Termination

The License granted to You for the use of the files will terminate immediately, without notice, in the event You fail to comply with any provision of this Agreement. Upon termination of the License, You shall immediately discontinue all use of the files and return or destroy any copies of the files in Your possession. You shall indemnify and hold the Company harmless from any and all claims, damages, losses, costs, and expenses, including reasonable attorneys' fees, arising out of or in connection with Your breach of any provision of this Agreement. Your indemnity and payment obligations and the Company's rights in conjunction with those obligations will survive termination or expiration of this Agreement. Neither party shall be entitled to damages because of termination of this Agreement.

Integration

This License constitutes the entire Agreement between the parties and supersedes all prior agreements and understandings, whether oral or written, with respect to the subject matter hereof. The Company reserves the right to pursue any claim or controversy relating to intellectual property rights in connection with the files provided under this Agreement, not by arbitration but by court located in Charlotte, North Carolina, United States of America. In the event a court of competent jurisdiction directs the matter proceed to court or the matter involves a copyright dispute, You fully agree to reimburse the Company for all reasonable legal fees, costs and disbursements if the Company is successful in the suit. The Company also has the right to seek an injunction to prevent a breach of Your obligations to the Company’s intellectual property rights and the right to withdraw the files from use at any time for any reason.

General Provisions

Under this Agreement, if any provision of this Agreement is found to be illegal or unenforceable, the remaining provisions will not be affected and will remain in full force and effect. Your use of the files provided under this Agreement must be in compliance with all applicable laws, including but not limited to laws and regulations related to export, currency, and moral rights. This License Agreement is not governed by the United Nations Convention on Contracts for the International Sales of Goods. No License of usage is granted until payment in full has been received by the Company. No failure of either party to exercise or enforce any rights under this Agreement shall be deemed to be a waiver of such rights. This Agreement shall be governed by the laws of the United States of America, excluding its body of law relating to conflicts of law and excluding issues of copyright. All disputes arising under this Agreement, with the above exceptions, shall be settled by arbitration. The Company reserves the right to pursue any claim or controversy relating to intellectual property rights in connection with the files provided under this Agreement, not by arbitration but by a court located in Charlotte, North Carolina, United States of America. You agree to fully reimburse the Company for all reasonable legal fees, costs and disbursements if the Company is successful in the suit. The Company also has the right to seek an injunction to prevent a breach of Your obligations to the Company's intellectual property rights and the right to withdraw the files from TopShelfVideoAssets.com at any time, for any reason.

Contact Us

If You have any questions about this License Agreement, You can contact Us by visiting this page on our website: https://topshelfvideoassets.com/contact.