Welcome, and thank you for your interest in IVOR and our website ivorofficial.com, 

PLEASE READ THE FOLLOWING TERMS CAREFULLY:

BY CLICKING “I ACCEPT,” OR BY DOWNLOADING, INSTALLING, OR OTHERWISE ACCESSING OR USING THE SERVICE, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION OF YOUR USE OF THE SERVICE, YOU ARE TO BE BOUND BY, THE FOLLOWING TERMS AND CONDITIONS, INCLUDING IVOR’S PRIVACY POLICY (TOGETHER, THESE “TERMS”). If you are not eligible, or do not agree to the Terms, then you do not have our permission to use the Service. YOUR USE OF THE SERVICE, AND IVOR’S PROVISION OF THE SERVICE TO YOU, CONSTITUTES AN AGREEMENT BY IVOR AND BY YOU TO BE BOUND BY THESE TERMS.

Please revisit this TOS when you purchase any Content licenses. IVOR reserves the right to modify the TOS at any time in its sole discretion. Prior to such changes becoming effective, IVOR will use reasonable efforts to notify you of any such change. Such notice may be made by email to the email address on file in your IVOR Official account, an announcement on this page, your login page, and/or by other means. Modifications to this TOS will only apply to prospective purchases (including any automated renewals). By licensing Content following any such modifications, you agree to be bound to the TOS as modified.

THIS IS A SINGLE SEAT LICENSE AUTHORIZING ONE NATURAL PERSON TO LICENSE, DOWNLOAD AND USE CONTENT. NO OTHER PERSONS (INCLUDING EMPLOYEES, CO-WORKERS OR INDEPENDENT CONTRACTORS) MAY ACCESS YOUR ACCOUNT OR USE CONTENT LICENSED THROUGH YOUR ACCOUNT.

If you require access and usage rights for more than one natural person, please contact us. For clarity, if a user is acting in an employment capacity, the employer will be deemed the licensee for the purposes of the license.

• “Content” means all content available for license from the IVOR website.
• “Video” means any moving images, animations, films, videos or other audio/visual representations, video elements, visual effects elements, templates, graphics packs, and motion design projects excluding still images, recorded in any format.
• “Image(s)” means still photographs, vectors, drawings, graphics, and the like.
• “Music” means any musical compositions, master recordings, and any other recordings containing sounds or a series of sounds, in all formats, now known and hereinafter developed.
• “Visual Content” shall refer collectively to Images, and Video.

 

PART I – MUSIC LICENSES

1. For the purposes of Part I of this TOS, the terms below shall have the following meanings:
   1. “Advertising” means a Production of not more than three-minutes in duration, that conveys an openly-sponsored, non-personal message to promote or sell a product and/or service.
   2. “Entertainment Production” means a Production that is not Advertising and intended for entertainment purposes.
   3. “DVD” means any tangible device now or hereafter devised, including without limitation, DVDs and Blu-ray discs, on which is recorded the Production and which can be accessed through a DVD or Blu-ray player or other hardware capable of playing such tangible devices.
   4. “Production” means: (i) one (1) audio-visual project in which Licensed Music is synchronized in timed relation with moving or still images; or (ii) one (1) audio-only project in which Licensed Music is synchronized to narration in the context of a podcast episode, radio documentary, or radio advertisement (each such permitted use inclusive of so-called ‘cut down’ versions thereof).
   5. “Personal Use” means, in respect of a Production distributed via a Video Sharing Platform, a Production in respect of which not more than USD$4,999 has been spent (in aggregate) promoting, advertising, and/or marketing such Production.
   6. “PRO-free Music” means those selections of Licensed Music tagged as “PRO-free”.
   7. “Websites” means all online use (accessed via a web-browser, and not, for clarity, via an application), excluding Social Media Platforms (and similar or analogous platforms not expressly mentioned herein) and Video Sharing Platforms (and similar or analogous platforms not expressly mentioned herein);
   8. “Social Media Platforms” means Instagram, Facebook, Twitter, Twitch, TikTok, and such additional platforms as IVOR shall determine in its sole and absolute discretion.
   9. “Television” means linear television programming distributed via broadcast, satellite, so-called ‘IPTV’, and/or cable television, but specifically excludes OTT video services (e.g. Netflix, Hulu, Amazon, Disney+, Apple+, and similar or analogous services);
   10. “Video Sharing Platform” means YouTube (www.youtube.com), Vimeo (www.vimeo.com), and such additional web-based video-sharing platforms as IVOR shall determine in its sole and absolute discretion.
   11. “Pilot” means a Production, not to exceed 44 minutes in duration, which constitutes an initial episode of a potential series;
   12. “Public Broadcaster” means a broadcast television undertaking funded predominantly by government and/or viewer support, on a not-for-profit basis, including without limitation, PBS in the United States;
   13. “Podcast Distribution Platform” means any online portal through which podcasts may be accessed, streamed, and/or downloaded.
   14. “Student Project” means, in respect of any Production, or other permitted use herein (other than Advertising), one that is non-commercial, and undertaken by a student as part of a course of study with an accredited educational institution.
   15. “Theatrical Use” means exhibition in commercial cinemas;
2. MUSIC LICENSES
   IVOR grants you a non-exclusive, non-transferable right to synchronize Licensed Music in a Production, which Production may be distributed worldwide, in perpetuity, pursuant to the license you purchase (from among the two license types set forth below), and subject to the restrictions set forth in Part II hereof:
   1. STANDARD MUSIC LICENSE: A “Standard Music License” grants you the following rights and entitlements (for clarity, all rights and entitlements detailed in the Exclusive License are expressly excluded from the Standard Music License):
      1. the non-exclusive right to distributed sales up to 10,000 copies
         1. a 50% publishing split 
      2. the non-exclusive right to synchronize Licensed Music in timed relation with a Production distributed via, or otherwise made available, or hosted via:
         1. Websites;
         2. Social Media Platforms;
         3. Video Sharing Platforms provided such distribution is for Personal Use only; and
         4. Podcast Distribution Platforms, but solely in respect of audio-only Productions, in the nature of a podcast.
         5. Theatrical Use, but solely in respect of Student Projects
      3. the non-exclusive right to reproduce and perform Licensed Music in, and in connection with, plays and similar live performances, but solely to the extent the same are Student Projects.
   2. EXCLUSIVE MUSIC LICENSE: An “Exclusive Music License” grants you the more rights as under a Standard Music License together with:
      1. The non-exclusive right to unlimited distributed sales
         1. Including negotiable publishing split
      2. Grants the non-exclusive right to synchronize Licensed Music in timed relation with a Production, including all forms of Advertising, distributed via:
         1. Television, Radio (details listed on Services page);
         2. physical point of sale locations, trade shows, in-store displays, and industrial events, provided in all cases such use is restricted to a single country;
         3. DVD, but not to exceed 1000 copies or downloads;
         4. computer software applications (including mobile applications, or “apps”, and video games), but not to exceed 1000 copies or downloads (in aggregate).
         5. Further details listed on (Services page)
   3. COMP MUSIC LICENSE: A Comp Music License grants you the right to synchronize watermarked Music solely in test, sample, comp, or rough cut evaluation materials related to a Production. The Comp Music License expressly prohibits distributing Music to the public in any form or incorporating Music into any final materials. You may not remove or alter the IVOR watermark from Music under any circumstances
3. RESTRICTIONS ON THE USE OF MUSIC.
   YOU MAY NOT:
   1. Sub-license, re-sell, rent, lend, assign, gift or otherwise transfer or distribute to any third-party the Licensed Music or the right to use the Licensed Music separate and apart from the Production in which (pursuant to your license) it is embodied;
   2. Resell, redistribute, provide access to, share or transfer any Licensed Music except as specifically provided herein;
   3. Manufacture, distribute, sell or otherwise exploit “records”, CDs, mp3s or any other audio product embodying sound alone which incorporates Licensed Music, other than an audio-only Production expressly described in the definition of “Production” above. For the purpose of this sub-section the term “records” means all forms of reproductions, whether now known or hereafter devised, manufacture or distributed primary for home use, school use, or juke box use, embodying sound alone (excluding synchronized material);
   4. Use the Licensed Music in connection with other material that is pornographic, defamatory, libelous, obscene, immoral, illegal or that otherwise violates any right(s) of any third party(ies);
   5. Violate export laws, restrictions or regulations, by shipping, transferring or exporting Music into any country in violation of any export laws, restrictions or regulation;
   6. Use, sell, sublicense, reproduce, distribute, display, incorporate into or otherwise make Licensed Music, in whole or in part, available as, or as part of, production library content, or downloadable files or include the Licensed Music or any derivative work incorporating the Licensed Music in any other stock product, library, or collection;
   7. Remix, mashup, or otherwise alter the Licensed Music, except that you may engage in basic editing of the Licensed Music (e.g., setting start/stop points, determining fade-in/fade-out points, etc.) in connection with the exercise of the license granted under this agreement;
   8. Use Licensed Music in an audio-only Production in which music is the primary content.
4. Except for the PRO-free Music in the event any public performance licenses are required in connection with your use of the Licensed Music as authorized under this TOS, you shall be responsible for obtaining such licenses at your sole expense. Notwithstanding anything to the contrary contained in this TOS: (a) in the event the laws of any jurisdiction require that, in order to avoid infringement or the violation of any third party rights, licenses be obtained from collection societies or similar entities for or in connection with activities otherwise authorized under this TOS, you shall be responsible for obtaining and paying for such licenses at your sole expense; and (b) this agreement does not include any so-called “moral rights” or like rights. You will file complete and accurate “cue sheets” with the appropriate Performing Rights Organization(s) and furnish a copy of each such cue sheet to IVOR via email to ivor@ivorofficial.com. This obligation shall apply to all Licensed Music other than the PRO-free Music.
5. Notwithstanding the foregoing or anything to the contrary herein, and in respect of the PRO-free Music, you acknowledge and agree that nothing herein shall preclude IVOR from making a claim for a share of any so-called “black box” funds or any funds paid, or payable, by any collection society or otherwise by way of general distribution on a country by country basis. In addition, in the event that any PRO-free Music is publicly performed (or made available for performance) by any entity engaged in the exhibition or other transmission of programming (each a “Downstream Distributor”), and such exhibition gives rise to the payment by such Downstream Distributor of fees or royalties to a performing rights organization in any jurisdiction, nothing herein shall be preclude IVOR from making a claim for a share of such monies, it being acknowledged that where a Downstream Distributor is not licensed for the performance of Music through licenses with performing rights organizations, then the use of the PRO-free Music as incorporated into a Production distributed, exhibited, and/or transmitted by such *Downstream Distributor shall be deemed to be direct and there shall be no obligation (created herein) upon such Downstream Distributor to obtain any license from any performing rights organization in respect of such use.
6. You may publish Productions incorporating Music on third party “user-generated” content distribution platforms (e.g., YouTube) (each a “UGC Platform”). You may not claim ownership of the Music or otherwise register any Music with any UGC Platform even as synchronized with your own Production. If you become aware that any third party claims any ownership interests in any Music, you agree to promptly notify IVOR of each such claim.
7. When incorporating the Music in the type of Production in which copyright attribution is customary, you shall provide credit in substantially the following form:
   “‘[Music Title]’ performed by [Artist], used under license from IVOR”

 

PART II – WARRANTIES AND REPRESENTATIONS

1. IVOR warrants and represents that:
   1. IVOR has granted all necessary rights in and to the Content to grant the rights set forth in Part I as applicable.
   2. Video and Images in its original unaltered form and used in full compliance with this 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.
2. IVOR MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER OTHER THAN THOSE EXPRESSLY MADE IN THIS “WARRANTIES AND REPRESENTATIONS” SECTION.

 

PART III – INDEMNIFICATION AND LIABILITY

1. Subject to the terms hereof, and provided that you have not breached the terms of this or any other agreement with IVOR, IVOR will defend, indemnify, and hold you harmless up to the applicable “Limit of Liability” set forth below. Such indemnification is solely limited to Customer’s direct damages arising from a third-party claim directly attributable to IVOR’s breach of the express warranties and representations made in Part II hereof, together with associated expenses (including reasonable attorneys’ fees). Indemnification is conditioned upon you notifying IVOR, in writing, of any such claim or threatened claim, no later than five (5) business days from the date you know or reasonably should have known of the claim or threatened claim. Such notification must include all details of the claim then known to you (e.g., the use of Content at issue, the name and contact information of the person and/or entity making the claim, copies of any correspondence received and/or sent in connection with the claim). The notification must be emailed to IVOR at ivor@ivorofficial.com. IVOR shall have the right to assume the handling, settlement or defense of any claim or litigation to which this indemnification applies. You agree to cooperate with IVOR in the defense of any such claim and shall have the right to participate in any litigation at your own expense. You agree that IVOR is not liable for any legal fees and/or other costs incurred by you or on your behalf prior to IVOR having a reasonable opportunity to analyze such claim’s validity.
2. IVOR shall not be liable for any damages, costs or losses arising as a result of modifications made to the Content or due to the context in which you use the Content.
3. Limits of Liability: IVOR’s total maximum aggregate obligation and liability (the “Limit of Liability”) arising out of each of Customer’s:
   1. Standard or Exclusive Music Licenses shall be limited to the license fee paid by you for the applicable Music asset.
4. If you have questions about the foregoing, please contact us. 
5. You will indemnify and hold IVOR, its officers, employees, shareholders, directors, managers, members and suppliers, harmless against any damages or liability of any kind arising from any use of the Visual Content other than the uses expressly permitted by this TOS. You further agree to indemnify IVOR for all costs and expenses that IVOR incurs in the event that you breach any of the terms of this or any other agreement with IVOR.

 

PART IV – ADDITIONAL TERMS

1. 1. Except when required by law, IVOR shall be under no obligation to issue refunds under any circumstances. All fees are non-refundable, even if your subscription is terminated before its expiration. You authorize IVOR to charge you all subscription fees for the duration of the term agreed to at the time of purchase. In the event that IVOR 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. If you reside in the European Union and you cancel your account within fourteen (14) days of making payment to IVOR, provided that you have not yet downloaded or licensed any Visual Content, IVOR will refund the payment made by you in connection with such a canceled account. To cancel your account, please contact us.
   2. Following the expiration of your subscription plan, such plan will automatically renew on the same terms as your original plan purchase. You can disable automatic renewal at any time prior to renewal using your account settings. You expressly grant IVOR the right to charge you for each automatic renewal until you timely disable automatic renewal.
   3. The fees charged by IVOR are exclusive of taxes, and all such taxes, direct or indirect, shall be in addition to any fees related to the products you are buying. If IVOR is required to collect indirect and/or transactional taxes (such as sales tax, value-added tax, goods and services tax, et al) under the laws of your state or country of residence, you shall be liable for payment of any such indirect tax. Where IVOR or you are required to collect or remit direct or indirect taxes, you may be required to self-assess said tax under the applicable laws of your country of residence.
   4. “Non-transferable” as used herein means that except as specifically provided in this TOS, you may not sell, rent, load, give, sublicense, or otherwise transfer to anyone, Content or the right to use Content. You may however, make a one-time transfer of Content to a third party for the sole purpose of causing such third party to print and/or manufacture your goods incorporating Content subject to the terms and conditions herein. If you become aware that any social media website uses any Content in a manner that exceeds your license hereunder, you agree to remove all derivative works incorporating Content from such Social Media Site, and to promptly notify IVOR of each such social media website’s use. You agree to take all commercially reasonable steps to prevent third parties from duplicating any Content. If you become aware of any unauthorized duplication of any Content please contact us.
   5. Upon notice from IVOR or if you learn that any Content is subject to a threatened or actual claim of infringement, violation of another right, or any other claim for which IVOR may be liable, or if IVOR removes any Content due to perceived business risk as determined in IVOR’s reasonable discretion and gives you notice of such removal, you will remove the Content from your computer systems and storage devices (electronic or physical) and, if possible, cease any future use of the removed Content at your own expense. IVOR shall provide you with comparable Content (which comparability will be determined by IVOR in its reasonable commercial judgment) free of charge, but subject to the terms and conditions of this TOS.
   6. If you use any Content as part of a work product created for or delivered to a client or customer, you will disclose the identities of such clients or customers to IVOR, upon IVOR’s reasonable request.
   7. Arbitration.
      1. Any controversy or claim arising out of or relating to this TOS, or the breach thereof, shall be settled by binding individual (not class) arbitration administered under the Commercial Arbitration Rules of the American Arbitration Association or of the International Center for Dispute Resolution in effect on the date of the commencement of 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 of Florida. The language of the arbitration shall be English. There shall be one arbitrator to be mutually agreed by the parties. Each party shall bear its own costs in the arbitration. Both parties agree that the following claims are exceptions to the Arbitration Agreement and will be brought in a judicial proceeding in a court of competent jurisdiction: (i) any claim related to actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights; (ii) any claim seeking emergency injunctive relief based on exigent circumstances (e.g., imminent danger or commission of a crime, hacking, cyber-attack) (iii) any claim arising solely from Customer’s alleged failure to pay fees due to IVOR. This arbitration provision will survive termination of this TOS.
      2. YOU AND IVOR AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION. Unless both you and IVOR agree, no arbitrator or judge may consolidate more than one person’s claims or otherwise preside over any form of a representative or class proceeding. The arbitrator may award injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. You and IVOR acknowledge and agree that we are each waiving the right to a trial by jury as to all arbitrable disputes under this TOS.
      3. If a court decides that applicable law precludes enforcement of any of the limitations in this Part V, Section 7 as to a particular claim for relief, then that claim (and only that claim) must be severed from the arbitration and may be brought in court.
   8. Neither party may assign this agreement, without the prior written approval of the other party, except that IVOR may assign this agreement to a subsidiary, an affiliated company within the IVOR group, the entity that results from a merger or other corporate reorganization involving IVOR, or an entity that acquires all or substantially all of IVOR’s assets or capital stock.
   9. This TOS shall be construed neither against nor in favor of any party, but rather in accordance with the fair meaning of the language hereof. This TOS is governed by and shall be construed in accordance with the laws of the applicable jurisdiction set forth in Section 5.24, without respect to its conflict of laws principles.
   10. If you are entering into this 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 IVOR for any breaches of the terms of this TOS. You hereby grant IVOR a worldwide, non-exclusive, limited license to use your trademarks in IVOR’s promotional materials, including a public customer list. IVOR’s use of your trademarks shall at all times conform to your then-current trademark use policies as made available to IVOR and shall at all times inure to your benefit. IVOR 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 IVOR of your email request to ivor@ivorofficial.com.
   11. The number of Content downloads available to you is determined by the product you purchase. For the purposes of this 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.
   12. Unless otherwise specified in the coupon, any coupon or discount code applied to a purchase hereunder shall apply only to the first payment made in connection with such purchase.
   13. If any individual term of this 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 this TOS, so that this TOS shall otherwise remain in full force and effect.

• You expressly agree that any feedback provided to you by IVOR or its representatives regarding any questions you may have about this TOS or your use of Content licensed hereunder, is solely for the purpose of interpreting this TOS and is not legal advice. IVOR cannot render legal advice to you and expressly disclaims any liability of any kind related to any feedback provided by IVOR or its representatives.

• 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.

• In the event that you breach any of the terms of this or any other agreement with IVOR, IVOR shall have the right to terminate your account without further notice, in addition to IVOR’s other rights at law and/or equity. IVOR 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.

• Except as expressly set forth in the applicable license and warranties sections herein, IVOR grants no rights and makes no further warranties. IVOR only has model or property releases where expressly indicated on the IVOR website.

• IVOR’s liability under any individual license purchased hereunder shall not exceed the “Limit of Liability” applicable to the license in effect at the time you know or should have known of the claim, and is without regard to the number of times the subject Content is licensed or used by you.

• Except as specifically provided in Part IV hereof, in no event, will IVOR’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 IVOR websites and/or Content contained thereon (whether in contract, tort or otherwise) exceed the monetary amount actually received by IVOR from you for the applicable Content license.

• Neither IVOR 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 Content, IVOR’s breach of this agreement, or otherwise, unless expressly provided for herein, even if IVOR has been advised of the possibility of such damages, costs or losses.

• Except as expressly set forth in Part II, all 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 Content may contain elements that require additional clearance if the Content is modified or used in a particular context. If you make such modification or use Content in such a context, you are solely responsible for obtaining any additional clearances thereby required.

• IVOR does not warrant that the Content, IVOR 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 Content is solely with you.

• In the event that you use fraudulent credit card information to open an account or otherwise engage in any criminal activity affecting IVOR, IVOR will promptly file a complaint with www.ic3.gov, the internet crime complaint center, a partnership between the Federal Bureau of Investigation (FBI) and the National White Collar Crime Center.

• IVOR contracting party and choice of law. Subscriptions and purchases initiated before March 15, 2021 are contracted with IVOR, LLC, including all subsequent installment payments and automatic renewals until canceled. Subscriptions from March 15, 2021 but before May 17, 2022, are contracted with the IVOR entity identified in the TOS in effect at the time of your initial purchase, including all subsequent installment payments and automatic renewals until canceled. For new subscriptions and purchases initiated from May 17, 2022, your country of residence is the same as your billing address, as the same is provided by you to IVOR in connection with your account.