Zevo Royalty-Free License Agreement

October 10, 2018

OVERVIEW

Zevo (zevo.io) is an international video creation website.  Zevo’s customers select pre-animated modules, called scenes, and order them along with a video script.  Customers can then purchase Zevo’s production service to customize the scenes according to the customer’s script and style choices.

DEFINITIONS

For the purposes of this agreement, the following terms are defined as such:

  1. “Visual Content” means any type of visual media or portion of visual media that can be considered as intellectual property and includes any and all animated or motion graphic scenes and the parts therein:  design, layouts, incorporated assets, illustrations, icons, images, vectors, graphics, moving images, animations, videos, and computer-generated effects.
  2. “Audio Content” means any type of audio media or portion of audio media that can be considered as intellectual property and includes any and all voiceover, music and sound effects.
  3. “Scene” or “Scenes” refer to any animated or motion graphic modules that serve as templates to be customized by Zevo in order for Zevo to produce videos for its customers.  Scenes include the design, layouts, incorporated assets, illustrations, icons, images, vectors, graphics, moving images, animations, videos, and computer-generated effects.
  4. “Video” or “Videos” refers to the larger work which incorporated multiple scenes and the end product of combining all visual content and audio content and which also includes customized work for Zevo’s customers.
  5. “Customize” or “Customization” refers to the work that Zevo does to customize a scene for the purpose of producing a video for a customer.  The Customization may entail, but is not limited to:  editing, modifying, adding, deleting any part, asset or aspect of the scene as may be requested by the customer or needed, in Zevo’s own discretion, for the video production.
  6. “Voiceover” refers to the audio narration as read by a third-party voice talent.
  7. “Content Creators” refer to individuals who create scenes to be included on the Zevo website and are paid on a royalty basis.
  8. “Contributor” or “Contributors” refer to all designers, illustrators, animators, Content Creators, voice talent, music composers, sound effects artists or anyone who contributes media or services to Zevo.
  9. “You” and “Your” refer to the customer who uses Zevo’s platform, purchases Zevo’s services and licenses Zevo’s royalty-free content.
  10. “We” refers to Zevo.

The following Royalty-Free License Agreement (“RFLA”) is a legally binding, non-exclusive agreement between you and Zevo which controls and describes the following:

  1. The rights Zevo is granting to you in regard to videos made through the Zevo website and service.
  2. The uses you may make of the videos.
  3. Your legal relationship with Zevo.

COPYRIGHT & OWNERSHIP

All ownership and copyrights are as follows:

  1. Scenes marked (in the description area under the scene preview) with the display name of a Content Creator are fully owned by said Content Creator.
  2. Scenes that are not marked with the display name of a Content Creator are fully owned by Zevo.
  3. Voiceovers are owned by individual voice talent.
  4. Music is owned by individual music composers.
  5. Sound effects are owned by a third-party service.
  6. Icons are owned by Zevo.
  7. All customization is owned by Zevo.

The owners listed above retain all copyrights to the respective works.  Nothing in this agreement shall constitute any assignment or transfer of said copyrights to you.

LICENSING

By purchasing a video through the Zevo website, we hereby grant to you a worldwide license to use the video for any and all commercial marketing, promotional, training or similar activities, or personal use.  The video may be used in perpetuity and without any royalties due to Zevo or Zevo’s contributors with the exception of voiceover which is governed by a separate agreement.

Voice talent maintain their own agreements.  In most cases, they are royalty-free.  Please refer to the agreement for the voice talent you choose in order to understand licensing restrictions.

You may not use any visual content, audio content or video purchased from Zevo in any of the following ways:

  1. pornography
  2. in any illegal activity
  3. in any manner that could be considered defamatory, libelous, or obscene
  4. in any deceptive context, including deceptive advertising
  5. in any manner that infringes upon the intellectual property of any other party

INFORMATION & ACCOUNTS

When you register for an account, you agree to the Zevo Privacy Policy, and that you are providing true information, including, but not limited to, your full name and email address.

Zevo has the right to refuse to establish an account to anyone for any reason.

Zevo has the right to close any existing account and terminate this agreement for any reason, including, without limitation, breach of this agreement, any breach of any other agreement you have with Zevo, violation of any third party rights, fraud, intellectual property infringement, or for convenience.

If your account is terminated for any reason, this agreement will remain in full force and effect for any and all videos you purchased from Zevo prior to account termination.

REFUNDS

We are not obligated to offer refunds of any kind.  However, Zevo will, at its own discretion, offer refunds in a fair and reasonable context.

REPRESENTATIONS AND WARRANTIES

You represent and warrant all of the following:

  1. you are at least 18 years of age;
  2. you have the full right, power and authority to enter into this agreement and to fully perform all of your obligations hereunder;
  3. you are under no legal disability or contractual restriction that prevents you from entering into this agreement.

Zevo represents and warrants all of the following:

  1. Zevo has the full right, power and authority to enter into this agreement and to fully perform all of its obligations hereunder;
  2. Zevo is under no legal disability or contractual restriction that prevents it from entering into this agreement.

Zevo makes no warranties with respect to the visual content, audio content, scenes, videos or customization.  You accept the visual content, audio content or video you receive “as is.”  Zevo does not warrant that the visual content, audio content, video or website will be uninterrupted and/or without error.  You agree that the risk as to the performance and quality of any visual content, audio content, video or website is entirely with you.

INDEMNIFICATION

Each party shall indemnify and hold the other harmless for any losses, claims, damages, awards, penalties, or injuries incurred by any third party, including reasonable attorney's fees and disbursements, which arise from any alleged breach of such indemnifying party's representations and warranties made under this agreement, or any obligation under this agreement. The indemnifying party shall have the sole right to defend such claims at its own expense. The other party shall provide, at the indemnifying party's expense, such assistance in investigating and defending such claims as the indemnifying party may reasonably request. This indemnity shall survive the termination of this agreement.

When indemnification is sought due to a legal claim by a third party, the indemnified party shall:

  1. promptly notify the indemnifying party of the claim. If the indemnified party does not notify the indemnifying party, the indemnifying party must still meet its indemnification obligations under this agreement, unless the failure to notify causes material prejudice to the indemnifying party; and
  2. give the indemnifying party the opportunity to defend the claim with counsel reasonably acceptable to the indemnified party. Counsel that is acceptable to indemnifying party's errors and omissions insurance carrier shall be deemed to be acceptable to the indemnified party. The indemnified party agrees to cooperate with the indemnifying party in the defense of any claim, at the indemnified party's expense. If for any reason the indemnifying party does not elect to or fails to defend a claim, the indemnified party may do so at the indemnifying party's sole expense.

MISCELLANEOUS

This agreement shall be binding on any successors of the parties.

You do not have the right to assign your interests in this agreement to any other party, unless the prior written consent of Zevo is obtained.

This agreement shall be governed by the laws of the State of California. Any legal action or proceeding concerning the validity, interpretation and enforcement of this agreement, matters arising out of or related to this agreement or its making, performance or breach, or related matters shall be brought exclusively in the courts of the State of California in the County of Ventura or of the United States of America, and all parties consent to the exclusive jurisdiction of those courts, waiving any objection to the propriety or convenience of such venues.

If any provision of this agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this agreement is invalid or unenforceable, but that by limiting such provision it would become valid or enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.  This agreement shall be binding upon and shall inure to the benefit of each party and their respective legal representatives, successors in interest and permitted assigns.

You agree that Zevo will not be liable for any damages, including actual, indirect, special, or consequential damages arising from the use of the Zevo website, the use or purchase of any visual content, audio content or video obtained from Zevo, or the termination of your account.

Zevo reserves the right to modify this agreement at any time.  Please refer to this agreement at the time of purchase.

The failure of either party to enforce any provision of this agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this agreement.

If you breach any of the terms of this agreement or any other agreement with Zevo, Zevo shall have the right, in addition to Zevo's other rights at law and/or equity, to terminate your account, without further notice.

You understand and agree that this agreement is entered into solely for the mutual benefit of you and Zevo and that no benefits, rights, duties, or obligations are intended by this agreement for the benefit of any third parties.

By making a purchase through the Zevo website, you verify that your country of residence is the same as the country listed on your billing address.

By any purchase made through the Zevo website, you agree to be bound by this agreement, and Zevo's Terms of Service and Zevo's Privacy Policy, both of which are deemed incorporated herein by this reference.

Effective as of October 10, 2018