UPDATED March 5, 2020
This is a license agreement (“Agreement”) between Osmosis V.O.F. (“Osmosis”) and You (“Licensee”, “You” or “Your”). If you are entering into this Agreement on behalf of an entity, then you represent and warrant that you have the authority to bind such entity to the terms and conditions of this Agreement. By using our Site and/or downloading Digital Content (as defined below) from us, You agree to be bound by this Agreement. The terms of this agreement apply to any license You purchase from the Site.
1 – Definitions
“Digital Content” – means the Product(s), Music, and other digital material available for license through the Site. Digital Content does not include any product tutorials or promotional videos accessible through the Site.
“License” – means the rights granted by Osmosis to You to use the Digital Content as described in Section 2 of this Agreement and pursuant to the terms of this Agreement.
“Music” – means an individual piece of recorded music available for License through the Site.
“Product” – means the particular sound effects, audio products and/or color products available for License through the Site. This includes image files, video files, audio files, templates, project files, and data files that make up the products.
“Project” – means an audio/visual project to which Digital Content is added or synchronized.
“Site” – means the Osmosis website found at osmosis.pro.
“User” – means any person at Your company (employee or contractor) who will work with the Digital Content.
2 – Limited User License
Subject to, and in accordance with, the terms of this Agreement, by licensing a Product or piece of Music, Osmosis grants You the limited, non-exclusive, non-transferable, worldwide right and license, to modify (subject to related restrictions) and use the Digital Content in accordance with the terms and conditions of the Agreement, and the relevant Product License or Music License, as applicable.
The Digital Content is for Your own personal or organizational usage only. You may use the Digital Content for Your personal Projects and/or professional Projects You undertake for Your clients, subject to the terms of the specific License You purchase.
The Digital Content may only be downloaded onto computers, mobile devices, storage devices or cloud accounts owned by You personally or by the entity for whom You are entering this Agreement on behalf of.
You may not store the Digital Content anywhere that is accessible by third parties who have not purchased a license. Group buys, where multiple parties pool funds to purchase licenses to the Products, are expressly prohibited and void Your License.
You may temporarily furnish specific files from the Digital Content to specific third parties only in furtherance of a Project executed by You for which You have officially contracted them as a service provider (such as for Audio Mixing or Color Grading) and such third parties may not retain any Digital Content files for their own personal or professional use. You agree to disable access immediately upon completion of the Project and they shall have no license to use the Digital Content in any other projects, regardless of their relationship to You.
You may provide the Digital Content to Your clients only in the context of a completed Project in which the Digital Content is inextricably integrated and only for such client’s use as the completed Project.
With any of our licenses You may use the Digital Content in Projects that you distribute on online video platforms, but Osmosis retains full ownership of the Digital Content and all related files. You may not claim ownership of the Digital Content (or otherwise make it available) through any content detection and/or registration system (such as YouTube’s Content ID or Facebook Rights Manager), even if synchronized with Your own Project. Additionally, You may be required to provide proof of Your Osmosis License when uploading videos that utilize the Digital Content to online video platforms.
3 – Payment
In consideration of the License You purchase, You hereby agree to pay Osmosis a certain license fee according to our Site rates. Please see our individual Product pages for current pricing. All prices are subject to change.
Osmosis does not provide refunds for lack of usage or dissatisfaction. Once You have purchased a License and downloaded Digital Content from our Site, a sale is considered final. Without altering the foregoing, if you have any concerns regarding a purchase transaction or any of our Digital Products, please contact us at email@example.com to inform us of any issue you may be having with any of the Digital Content and how we can help address the same.
Music Previews – Previews of certain Music tracks are available for download on the Site for internal testing and client approval purposes only. These previews cannot be used for any other purpose including, but not limited to, any unlicensed use in social media posts, showreels, web video platforms (Youtube, Vimeo, etc.), advertisements, student films, etc.
Free Content – Osmosis may make some Digital Content available for free (the “Free Content”). Osmosis does not guarantee that any portion of the Digital Content will always be available for free and reserves the right to begin charging for any portion of the Free Content at any time.
Details of our Standard License
This License allows up to 5 Users in your organization to use Digital Content in an unlimited number of Projects in the following ways/places:
- Client, corporate, and personal projects
- All forms of advertising
- Monetized YouTube videos
- Websites and social media (YouTube, Facebook, etc.)
- Film festival submissions and TV pilots
- Can store assets on a company server or cloud account to share with up to 5 team members in your organization
- No VOD (Netflix, Hulu, Prime Video, etc.) or OTT
- No TV programming or theatrical releases
4 – Your Obligations
YOU MAY NOT
- sell, redistribute, transfer, sublicense, give away or otherwise assign the Digital Content or Your rights granted hereunder to any other party, except as otherwise expressly set forth herein.
- resell the Digital Content by itself or as part of a package except solely as embodied within Your Project.
- resell the Digital Content (or otherwise make it available) in any manner that would enable a third party to download the Product as a separate file, such as in e-card templates or website templates.
- resell the Digital Content (or otherwise make it available) as part of any competing product such as an instrument library, stock content, or digital product.
- incorporate the Music into your own songs or musical works or add vocals to the Music.
- sell the Music (or otherwise make it available) as, or as part of, Your music or as Your song, even if it has been transformed or edited, or if You add other instruments or vocals to the Music.
- upload the Music to Spotify, Apple Music, YouTube music, or any other audio only streaming service.
- claim to be the creator or copyright holder of the Digital Content or of any derivative work created from the Digital Content.
- use the Digital Content in any way or for any purpose that would violate, or would have the effect of violating, any applicable local, state and federal laws, rules or regulations or any rights of any third-parties.
- use bots to download Digital Content from the Site.
- remove or modify any copyright or other notice contained or included on or with the Digital Content.
- attempt to view, read, modify, reverse compile, reverse assemble, disassemble or print the Digital Content’s source code or object code or other runtime objects or files distributed with the Digital Content.
- otherwise reverse engineer, modify or copy the look and feel, functionality or user interface of any portion of the Digital Content.
- You are solely responsible for obtaining any supporting software necessary to utilize the Digital Content (for example, Adobe Premiere or Final Cut Pro etc.) and You shall be solely responsible to determine the abilities and capabilities of such software, including, but not limited to, the compatibility of such supporting software with the Digital Content. Licensor shall have no obligation to provide supporting software necessary to operate the Digital Content. No purchase or obtaining of any supporting software shall be construed to guarantee Your ability to operate or utilize the Digital Content.
You represent and warrant that you are the owner of the computer or mobile device onto which you have downloaded and installed the Digital Content, or the owner of the computer or mobile device has authorized you to do so.
The Digital Content may not be used in any Project that (a) encourages or displays any types of hate-mongering (i.e., racial, political, ethnic, religious, gender-based, sexuality-based or personal, etc.), or (b) contains pornographic material, sexually explicit material with minors or other x-rated adult content.
You may only use the Digital Products to modify videos, or other works in which you own the copyright or you otherwise have the permission from the copyright owner to modify the work. You are solely responsible for ensuring that you have the proper permissions to use the Digital Products to modify a particular video, or other work. By using the Digital Content on a particular work, you are representing and warranting to Osmosis that you have all necessary permissions to modify that work. Do not use the Digital Content to infringe on another person or entity’s copyright.
5 – Ownership
You hereby acknowledge and agree that Osmosis is and remains the owner of all right, title and interest in the Digital Content, including without limitation any copyrights therein. The Digital Content is confidential and proprietary to Osmosis and is protected by and subject to Germany’s and international copyright laws. You agree to exercise good faith efforts to control the use and disclosure of the Digital Content. Any License purchased under this Agreement is non-exclusive and Osmosis retains the right to sell licenses for the Digital Content to third parties at its sole discretion. You shall not use the Digital Content for any purpose other than in furtherance of Your authorized use of such items as described in this Agreement. Any other use of the Digital Content is expressly prohibited.
You agree not to challenge Osmosis’ rights in and to the Digital Content, including, but not limited to, copyrights in the Digital Content.
You hereby acknowledge and agree that, in the event You breach or attempt to breach any of the provisions of this Section 5, Osmosis will not have an adequate remedy in money or damages and shall have the right, in addition to such other remedies that may be available, to injunctive relief enjoining such breach or attempt to breach.
6 – Term and Termination
Subject to the terms of this Section below, any individual License to use Digital Content under this Agreement will commence on the date You purchase or download the Digital Content, whichever is earlier, and continue indefinitely until Osmosis revokes the License or You delete the Digital Content and terminate Your License.
Termination of License
Any License purchased under this Agreement may be terminated by Osmosis, in its sole discretion, immediately upon notice to You if You materially breach any terms or conditions of this Agreement.
Upon termination under this Section 6, You will cease all further use of the relevant Digital Content. Upon request of Osmosis, You will certify in writing to Osmosis that You are no longer using any applicable Digital Content previously licensed hereunder, except for any completed, published Projects which are hereunder allowed to be used in accordance with the terms of this Agreement.
Suspension of Access. Osmosis makes all commercially reasonable efforts to make sure that all the Digital Content that comprise its online store are available at all times. However, Osmosis makes no representations or warranties that all Digital Content will be available at all times. Osmosis may suspend or terminate (where appropriate), as determined in Osmosis’ sole discretion, Your use, or any authorized user’s use, of the Digital Content at any time in order to: (a) prevent damages to, or degradation of the integrity of, Osmosis’ Internet network; (b) comply with any law, regulation, court order, or other governmental request or order which requires immediate action; or (c) otherwise protect Osmosis from potential legal liability or harm to its business. Osmosis will use commercially reasonable efforts to notify You of the reason(s) for such suspension or termination action as soon as reasonably practicable. In the event of a suspension, Osmosis will promptly restore use of the Digital Content to You as soon as the event giving rise to the suspension has been resolved as determined in Osmosis’ sole discretion. Nothing contained in this Agreement will be construed to limit Osmosis’ actions or remedies or act as a waiver of Osmosis’ rights in any way with respect to any of the foregoing activities.
7 – Representations, Warranties, or Disclaimers
Osmosis represents and warrants that it holds all right, title and interest in and to the Digital Content offered for License on the Site and is the sole right holder in respect of such Digital Content (including without limitation in the copyright in the compositions, the sound recordings and the performing rights in the Music) and that the exercise by You of the rights granted hereunder shall not infringe the copyright of any third party copyright holder.
If a third party claims that the Digital Content infringes its patent, copyright or trade secret, or any similar intellectual property right, Osmosis will defend You against that claim at Osmosis’ expense and pay all damages that a court finally awards, provided that You promptly notify Osmosis in writing of the claim, and You allow Osmosis to control, and You cooperate with Osmosis in, the defense of any related settlement negotiations. If such a claim is made or appears possible, You agree to permit Osmosis to modify the Digital Content in order to attempt to avoid such claims. If Osmosis determines that this alternative is not reasonably available, You agree to return the Digital Content on Osmosis’ written request, and without any further liability or obligation of Osmosis. Further, Osmosis shall have no obligation whatsoever for any claim based on Your modification of the Digital Content or Your combination, operation, or use with any product, data or apparatus not specified or provided by Osmosis. THIS PARAGRAPH STATES OSMOSIS ENTIRE OBLIGATION TO YOU WITH RESPECT TO ANY CLAIM OF INFRINGEMENT.
Osmosis does not represent or warrant and expressly disclaims any warranty that (i) any information provided by the Digital Content will be accurate, (ii) the Digital Content will be error-free or accessible at all times, (iii) defects will be corrected, (iv) the Digital Content or the server that makes the Digital Content available, are free of viruses or other harmful component, (v) the use or the results of the use of the Digital Content will be correct, accurate, timely, or otherwise reliable, or (vi) that the Digital Content will be supported on all computer or software systems. It is expressly understood by all users that the Digital Content may from time to time be inaccessible, inoperable, or may not provide all features as a result of multiple factors which may or may not be within Osmosis’ control. It is further acknowledged and agreed by You that Osmosis may add, subtract, amend, modify and remove Digital Content available on the Site at any time, and from time to time, in its sole discretion, without any notice to You. Osmosis disclaims any liability as a result of any user’s inability to access or use the Digital Content at a particular time, location, on a particular device, or using a particular wireless provider.
EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE DIGITAL CONTENT ARE LICENSED “AS IS” AND THERE ARE NO WARRANTIES, CLAIMS, OR REPRESENTATIONS MADE BY Osmosis EITHER EXPRESS, IMPLIED, OR STATUTORY, WITH RESPECT TO THE DIGITAL CONTENT, INCLUDING WARRANTIES OF QUALITY, PERFORMANCE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, NOR ARE THERE ANY WARRANTIES CREATED BY COURSE OF DEALING, COURSE OF PERFORMANCE, OR TRADE USAGE. Osmosis DOES NOT WARRANT THAT THE DIGITAL CONTENT AND DELIVERABLES WILL MEET YOUR NEEDS OR BE FREE FROM ERRORS, THAT THE OPERATION OF THE DIGITAL CONTENT WILL BE UNINTERRUPTED, AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE DIGITAL CONTENT, OR AS TO THE ACCURACY, RELIABILITY, OR CONTENT OF ANY INFORMATION OR PRODUCTS PROVIDED THROUGH THE DIGITAL CONTENT. THE FOREGOING EXCLUSIONS AND DISCLAIMERS ARE AN ESSENTIAL PART OF THIS AGREEMENT AND FORMED THE BASIS FOR DETERMINING THE PRICE CHARGED FOR THE DIGITAL CONTENT.
8 – Limitation of Liability
You accept sole and complete responsibility for: (i) the selection of the Digital Content to achieve Your intended results; (ii) Your use; (iii) the use of any work product or materials produced using the Digital Content, and (iv) the results obtained from the Digital Content. OSMOSIS WILL NOT BE LIABLE TO YOU OR ANY THIRD-PARTY FOR ANY (A) INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, (B) LOSS OF PROFITS, (C) LOSS OF DATA OR INFORMATION, OR (D) REPUTATIONAL HARM, WHETHER BASED ON A CLAIM OR ACTION OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR OTHER TORT, BREACH OF ANY STATUTORY DUTY, INDEMNITY OR CONTRIBUTION, OR OTHERWISE, EVEN IF OSMOSIS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING SET FORTH HEREIN TO THE CONTRARY, The total liability of Osmosis under this Agreement arising from Your use of any Digital Content shall be limited to the license fee paid by You for such Digital Content. You hereby agree that this license is granted to You without any other warranty or recourse.
9 – Governing Law
This Agreement shall be governed exclusively by German law to the exclusion of the UN
Convention on Contract for the International Sale of Goods and international private law. Place of jurisdiction is Cologne, Germany.
10 – Assignment
You shall not assign, transfer, or sublicense this Agreement or any License to Digital Content granted herein, directly or indirectly, by operation of law or otherwise, without the express written consent of Osmosis. Any assignee shall continue to retain services and assume all rights and obligations under this Agreement.
11 – Complete Terms and Conditions