LICENSE AGREEMENT

TERMS AND CONDITIONS OF THE
LICENSE GRANTED WITH THE DOWNLOAD

VYSTOCK
INFORMS THAT THESE TERMS AND CONDITIONS ARE EXCLUSIVELY APPLICABLE TO THE
DOWNLOADING OF AUDIOVISUAL CONTENT. BY CHECKING THE BOX PROVIDED FOR THIS
PURPOSE, THE USER ACNLOWLEDGES AND ACCEPTS THE FOLLOWING LICENSING TERMS AND
CONDITIONS. IF YOU DO NOT AGREE WITH THEM, PLEASE DO NOT PURCHASE CONTENT ON
OUR PLATFORM.



The following
definitions shall apply hereinafter. In case a definition contains more
than one expression, all of them apply indistinctly. All definitions
shall apply in the plural or singular indistinctly, adjusted to the
context.



This website is the
property of Vystock, S.L. (hereinafter “VYSTOCK”),
with address in Castro-Urdiales, Calle los caseríos 8 –
C.P.: 39700 (Cantabria), and contact email address support@vystock.com
and with VAT Number B67802744.

 

THESE TERMS AND CONDITIONS CONSTITUTE A BINDING
CONTRACT BETWEEN THE USER AND VYSTOCK.

 

1.    
Definitions

 

«Web»;
«website»; «environment»; «page»;
«platform»; «Vystock».

Applies
to the set of web pages integrated in the website, including any subdomain of
the website, as well as any other website through which VYSTOCK makes its
services available.

«VYSTOCK»

Commercial
name under which the contents that the user will be able to
find on the platform are marketed.

Distinctive
Name under which Vystock, S.L. (hereinafter
«VYSTOCK») operates, with address in Castro-Urdiales, Calle los
caseríos 8 – C.P.: 39700 (Cantabria), and e-mail contact support@vystock.com
and with N.I.F.: B67802744.

«User»

A
natural person who personally or on behalf of a legal entity creates an
account on the platform or acquires some of the audiovisual content found on Vystock.

«account«; «profile«

Space
for each user to communicate the personal data by which he/she wishes to be
identified on the platform.

«Audiovisual content(s)«

Video,
film, clip, short film, image, photograph, photograph, music, musical
composition, melody, jingle, tune, or work that, regardless of its media and
type, is made available to users for download on an exclusive basis.

 

 

2. What is VYSTOCK?

2.1 Vystock is a platform for hosting audiovisual content, which
is made available to those users who are interested in acquiring the rights to
one or more of them. In short, Vystock is a bank of audiovisual content
in which users can download videos, photos, or music and use them exclusively,
since, once a user acquires a content it disappears from the public stock of Vystock’s
audiovisual content.

   


 

3. Agreement

3.1 The present terms and
conditions regulate a binding agreement between VYSTOCK and the users
which is composed of this contract for the acquisition of audiovisual content
in digital format without material support, as well as the agreement for the
assignment of exploitation rights on the audiovisual content that is acquired.

 

3.2 The moment in which the user,
having selected the content(s) to be acquired, pays the price established for
the same, shall be considered the moment of completion of the contract and
therefore the beginning of the validity of these conditions. To this effect,
the user, together with the content(s), will receive a copy of these
conditions.

 

3.3 The terms and conditions of use
of the website, the privacy policy and the cookies policy are also part of the
present conditions. The consent and acceptance of the two previous ones is done
separately, although for the download of the content it will be necessary to
process certain data. This is necessary for the execution of a contract to
which the user is a party or for the execution of the pre-contractual measures
necessary for the execution of the same.

 

3.4 The relationship between VYSTOCK
and the user shall at all times be that of independent parties and in no
event shall the collaboration agreement established herein imply any
employment, commercial or other type of dependence.

 



4. Price

4.1 The prices shown on the website
do not include the corresponding VAT or any other tax applicable at the time.
These will be added to the price in accordance with the provisions of the
legislation in force at the time the transfer of rights occurs.

 

4.2 Prices will always be shown in
EURO currency (€).

 

4.3 VYSTOCK reserves the right to alter
them at any time in accordance with clause 13below. Such alterations shall not
affect the audiovisual content that has already been downloaded or is in the
process of being purchased or downloaded.

 



5. Content ownership

5.1 Regardless of any licenses or assignments that may be granted through
this platform, all content hosted is the property of VYSTOCK or VYSTOCK
has obtained the relevant licenses to host such content and to license or
assign the rights derived therefrom.

 

5.2 Therefore, the user does not
receive at any time the ownership of the audiovisual contents, but an exclusive
and transferable assignment of all the exploitation rights of the audiovisual
contents downloaded, under the conditions established in clauses 6 and 7, as
well as in the rest of the general conditions contained in this document.

 

5.3 Notwithstanding the foregoing, you shall note that once the user pays
the marked price, in addition to transferring the exploitation rights on the audiovisual
content(s), VYSTOCK proceeds to remove them from the catalog to ensure
the exclusivity of the content purchased by the user.

 

 

 

6. Terms of licensing

6.1 By paying the amount
established in the platform for each content, the user will become the
exclusive licensee of the exploitation rights over the audiovisual content,
with the ability to sublicense them. To this purpose, the moment of payment is
considered as the moment in which these particular conditions are completed. In
this sense, the licensee will acquire a transferable exclusive license on the
following rights: (i) right of reproduction; (ii) communication to the public;
(iii) distribution, with the limitations set forth in clause 6.5; (iv) dubbing
and subtitling; (v) and the right to make sequels, adaptations or second
versions.

 

Moreover, the possibility of
translating, adapting or modifying the audiovisual content in order to obtain a
derivative work and to receive benefits from the exercise of the rights derived
therefrom is also a part of the licensed rights.

 

6.2 The assignment of rights is
made without a time or geographical limit.

 

6.3 The rights are transferable to third
parties, subject to the limitations set forth herein. In any case, any
subsequent transfer will be void if it does not impose on the new acquirer the
limitations set out in these general conditions, whether such limitations are
found in this clause or somewhere else in this agreement. These limitations affect
the sublicenses granted by the user, by his third party licensees and by the
successive licensees of the latter, covering all licensees and sublicensees of
the audiovisual content(s).

 

6.4 The purposes for which users
may use the audiovisual content are (i) communication, internal or external;
(ii) advertising; (ii) marketing; (iii) prospecting and promotion; and (iv) or
decorative purposes, as well as any other similar activities.

 

6.5 Limitations

 

The Users, notwithstanding
other potential limitations contained somewhere else in this agreement, shall
specifically not:

 

6.5.1 Use the audiovisual content in any way
that allows a third party to use, download, extract or obtain access to the audiovisual
content as an independent file, in particular the user may not upload the
content to download platforms/download links either via centralized or
decentralized servers or via P2P networks. In particular, the use of the
audiovisual content for inclusion in an online or physical catalog, whether in
the original format or in the form of the derivative work, is strictly
prohibited;

 

6.5.2 Take any action that implies or may imply
an infringement of the intellectual property rights or any other right of any
person or entity;

 

6.5.3 Register, or apply for registration of a distinctive sign that includes
audiovisual content;

 

6.5.4 Using the audiovisual content in a
pornographic, defamatory, or otherwise illegal manner, using the audiovisual
content in a manner that may be considered immoral, taking into account the
nature of the audiovisual content or using the audiovisual content for the
advertising and marketing of alcoholic beverages, harmful substances (such as
tobacco), weapons and gambling, adult entertainment clubs or analogous
establishments, the implicit or explicit support of trade union movements, political
parties or any explicit political opinion, and, additionally, for any other
purpose that may be considered illicit, illegal, degrading, obscene and, in
general, that contravenes the laws, morality or public order;

6.5.5 To the extent that this happens before the
price is paid, to remove, conceal or alter any distinctive sign relating to the
intellectual property of the audiovisual content, or that may give an image
that the user is the original owner or a legitimate licensee of such rights;

 

6.5.6 Assign its rights to a third party for uses that would
not be permitted to the user in accordance with the provisions of these general
conditions.

 

6.6 The user is warned that when
downloading the content, he/she will receive the original file of the work.

In this sense, once the content has been downloaded,
the user shall be solely and ultimately responsible for the conservation of the
content. The fraudulent, negligent breach, either by action or omission, of
this duty of conservation constitutes the breach of a basic duty established in
the Intellectual Property Law.

 

The user and/or third parties
who, where appropriate, receive a sublicense, may be responsible for
satisfying, if applicable, equitable remuneration for the persons determined by
law, and acknowledge that VYSTOCK is not affected by this responsibility. In
this sense, if the purported uses of the audiovisual content exceed those
described in clause 6.4, the user or the subsequent licensees, in accordance
with the provisions of the Spanish legislation on intellectual property rights,
may be obliged to pay to the corresponding collecting association or entity, in
accordance with the tariff in force at that time, the corresponding equitable
remuneration. This may accrue for each right exercised, whether it is the
public communication of the work or part of it, the making available of it or
part of it by means of rental, or any other type of act of communication to the
mass public, by any means (whether a film projection or a different means), which
exists or may exist in the future, whether for consideration or not. As an
illustrative example, the cinematographic projection of the work, or part of
it, is included within the above acts of communication to the public accruing
an equitable remuneration. Also, the reproduction and distribution of private
copies may accrue this remuneration, which should be paid through the
corresponding collective management association or entities.

 

6.6.1 Only and exclusively in the case that this is done with respect to the
audiovisual content that the user has acquired from others to create the
derivative work, the user must credit VYSTOCK, pari passu with the
rest of the suppliers, as
the supplier of the relevant audiovisual content.
This shall be made in its communication to the public, or as reproduction or
distribution, either in its original form or included in the derivative work;
failure to do so will constitute an infringement of intellectual property
rights of VYSTOCK with respect to which it reserves any action or claim
that may be promoted by law.

 



7. Warranty

7.1 Except as provided in these terms and conditions, the audiovisual
content is provided on an «as is» basis, and therefore VYSTOCK does
not warrant or guarantee the accuracy and correlation between the content, its
title and the accompanying description.

 

7.2 Without prejudice to the
provisions of clauses 5.3 and 6.6, VYSTOCK shall retain the audiovisual
content(s) on its servers for a maximum period of 6 months. This is made for
the sole purpose of ensuring the enjoyment by the user of the rights acquired
over the audiovisual content, and in order to be able to replace the file in
case of loss, destruction, deletion, suppression, or misappropriation by a
third party.

 

7.3 VYSTOCK guarantees that in no case will the content be used
for the resale to third parties other than the user.

 



8. Obligations of users

8.1 The user acknowledges that it
understands and accepts these terms and conditions as well as any other legally
binding document that regulates the service such as (i) the terms and
conditions of use; (ii) the privacy policy; and (iii) the cookies policy.

 

8.2 The user shall at all times
refrain from failing to comply with, or to comply deficiently with, any of the
obligations, terms or conditions set forth herein.

 

8.3 Strictly adhere without
omission to all limitations on the exercise of the assigned rights referred to
in clause 6.5 above.

 

8.4 In the event of non-compliance,
we reserve the right to take any legal action or claim at any time within the
legal deadlines.

 

8.5 If, for any reason or by any
means, the user becomes aware of the existence of any content that is illicit,
illegal, contrary to the law or that could involve an infringement of
intellectual or industrial property rights, or of any other kind, for third
parties or for the user, the user must immediately notify VYSTOCK by
e-mail -as indicated above- or by post -to the address indicated above- so that
it can proceed to take the appropriate measures, at its sole discretion. In the
event that it is an owner or assignee whose rights are affected, he/she must
send a communication with at least the following information:

 

a. identification data and means of contact;

b. documentation that accredits its condition
of holder or assignee;

c. the fact of the violation or infringement
and the exact location within the website of such act;

d. express declaration that the use of the contents has been made without
the owner’s consent.

 

 


9. Assignment of industrial property rights

9.1 Both VYSTOCK and the
user acknowledge that they are the legitimate owners or beneficiaries of all
applicable rights over the trademarks, trade names and any other distinctive
signs, drawings, caricatures, designs or similar elements.

 

9.2 Except as expressly provided in
these terms and conditions, nothing in these terms and conditions shall be
construed to imply that VYSTOCK or the user shall at any time receive
any ownership or right to use or exploit any of the rights associated with the
distinctive signs, trademarks, trade names, drawings, caricatures, designs or
similar elements.

 

9.3 Notwithstanding the foregoing,
upon acceptance of these terms and conditions, the user hereby revocably,
unlimitedly, temporarily and geographically assigns, free of charge and non-exclusively,
the right to use the user’s trademark or trade name, as well as any trademarks
associated with the user’s products, for the exclusive and sole purpose of
using such distinctive element for the promotion of VYSTOCK’s services
and to create a section of «accreditations» and/or «testimonials
and opinions» of users.

 

In the event that the user does
not wish to make this transfer, he/she may contact VYSTOCK by the means
indicated in these terms and conditions.

 

 

 

10. Our responsibility

10.1 VYSTOCK shall not be liable for any loss, damage, moral –
including reputational – or economic – both in terms of loss of earnings and
actual damage suffered – in relation to productions modified by users,
especially those in which the modifications consist of the attachment of
materials, works, productions, or any other type of element protectable by
intellectual or industrial property whose rights are owned by third parties;
neither will it assume responsibility in cases in which the productions have been
used in contravention of any of the present terms and conditions or especially
infringe the limitations reflected in clause 6.5.

 

10.2 Likewise, VYSTOCK disclaims
any liability for any loss, damage, moral – including reputational – or
economic – both for the loss of income and the actual damage suffered – for any
claim arising or likely to arise from the use of any content subject to
intellectual or industrial property rights that are integrated into the
audiovisual content, especially those that refer to script, music or effects,
since VYSTOCK has no human or technical capacity to monitor compliance,
breach or infringement of rights that the collaborators may commit in the
exercise of their activity. To this end, VYSTOCK assures that it has
obtained all relevant rights or licenses for the use of the elements that make
up the audiovisual content.

 

10.3 VYSTOCK is not responsible for the great similarity, or
similarity that the contents may have to each other. We strive at all times to
offer a catalog with the greatest possible diversity, however, in certain cases
there may be content that is similar or very similar to each other. Therefore, VYSTOCK
disclaims all liability for any damages arising from a third party’s claim
for enjoying content that is similar to other content.

 

10.4 VYSTOCK disclaims any liability arising from:

 

10.4.1 The accuracy of the productions, their
descriptions, categories, subtitles, titles and related metadata.

 

10.4.2 The information, comments or answers that
we or our representatives may have given you about the operation of the site,
our activity, the productions, or about the conditions that form the present
contract.

 

10.5 In any case, and up to the
limit of the price paid by the user, VYSTOCK shall be liable in an
amount proportional to the price paid by the user with reference to the content
that is the subject of the dispute or claim for damages, unless VYSTOCK is
proven to have committed fraud in a judicial or arbitration proceeding that expressly
declares both the existence of the damage and the fraud.

 

10.6 You shall defend, indemnify and hold VYSTOCK harmless from and
against any and all losses, damages, moral – including reputational – or
economic – both for loss of earnings and actual damages suffered – liability,
deficiencies, claims, actions, suits, judgments, settlements, interest, fines,
penalties, costs, or expenses of any kind, including justified fees of notaries
public, attorneys, solicitors and experts and any other expenses or costs
related to the exercise of a right of indemnity incurred by VYSTOCK resulting
from or arising out of the claim, proceeding, action brought by a third party
in connection directly or indirectly with: (i) the User’s lack of diligence in
failing to comply with its respective obligations in relation to these Terms
and Conditions and any other legally binding documents governing the VYSTOCK-User
relationship; (ii) breaching, infringing or violating any third party or VYSTOCK‘s
industrial and intellectual property rights, as well as any other rights
related to the ownership of intangible goods and productions offered through
the Website; (iii) breach, disregard or contravene any other regulation
applicable to your activity in the use of the materials, productions made
available to you through the website; (iv) any unreasonable exercise of the
rights granted to you, as well as any use of the contents that contravenes the
provisions herein, and that may cause any kind of damage or harm to third
parties, especially when they claim such damages from the user.

 

 


11. Data protection

11.1 The personal data of users are
processed for the purpose of providing the supply of stock of audiovisual
content, based on the need to execute this contract, without providing for data
communications to third parties other than administrations and bodies, and
whose conservation is limited to its necessity and which in case of being
carried out beyond what is necessary will be done using pseudonymization
measures and only based on the fulfillment of obligations applicable to VYSTOCK.
To learn more about the data processing carried out by VYSTOCK, please refer
to the privacy policy.

 

 


12. Immediate termination

12.1 With respect to the contents VYSTOCK
reserves the right to claim before any competent body the termination of the
licensing contract, as well as to take any precautionary measures necessary for
the user to cease its activity, specifically in the reproduction, modification,
exhibition, distribution and even possession of the audiovisual content that
has been made with infringement of the rights of Vystock and/or third parties
or in breach of the conditions and limitations set forth herein.

 

12.2 In such cases VYSTOCK disclaims
any liability or obligation arising from any loss, damage, moral – including
reputational – or economic – both in terms of loss of earnings and actual
damage suffered – that may or may occur as a result of the injunctive relief
requested or the cessation of the infringing activity by the user.

 

 


13. Modification of conditions

We reserve the right at all
times to make any changes and modifications we deem appropriate to these
conditions.

 



14. Miscellaneous

14.1 The partial or total
cancellation of any of the clauses of the present conditions will not affect
the validity of the rest, so that it will remain in force until the moment of
expiration of its validity.

 

14.2 In case of questions of
interpretation related to the present conditions, the meaning of the rest of
the conditions shall be considered in such a way that the integration of new
solutions is as similar as possible to the replaced text.

 

14.3 These terms and conditions, and
any documents expressly referred to herein, constitute the entire agreement
between you and VYSTOCK and supersede any prior agreements,
understandings or promises.

 

14.4 The headings of the various
clauses are for informational purposes only, and shall not affect, qualify or
expand the interpretation of this contract.

 

 


15. Applicable law and competent
jurisdiction

Whenever the regulations in force for this purpose provide for the
possibility for the parties to submit to a specific jurisdiction, for any
litigious matter arising from or related to the web site, the Spanish
legislation in force at the time of the dispute shall apply, and any dispute
submitted to arbitration shall be administered by the Court of Arbitration of
the Chamber of Commerce, Industry and Navigation of Cantabria, in accordance
with its Regulations and Statutes, which is entrusted with the administration
of the Arbitration and, where appropriate, the appointment of the arbitrator or
arbitrators.