Terms and Conditions - Soundtrack Composer

Terms and Conditions

Last updated: May 25, 2018

These Terms and Conditions (“Terms”, “Terms and Conditions”) govern your relationship with https://www.denis-delcroix.com website (the “Service”) operated by DENIS DELCROIX (“us”, “we”, or “our”).

Please read these Terms and Conditions carefully before using the Service.

Your access to and use of the Service is conditioned on your acceptance of and compliance with these Terms. These Terms apply to all visitors, users and others who access or use the Service.

By accessing or using the Service you agree to be bound by these Terms. If you disagree with any part of the terms then you may not access the Service.

Purchases

If you wish to purchase any product or service made available through the Service (“License”), you may be asked to supply certain information relevant to your Purchase including, without limitation, your credit card number, the expiration date of your credit card, your billing address, and your shipping information.

You represent and warrant that: (i) you have the legal right to use any credit card(s) or other payment method(s) in connection with any Purchase; and that (ii) the information you supply to us is true, correct and complete.

By submitting such information, you grant us the right to provide the information to third parties for purposes of facilitating the completion of Purchases.

Availability, Errors and Inaccuracies

We are constantly updating our offerings of products and services on the Service. The products or services available on our Service may be mispriced, described inaccurately, or unavailable, and we may experience delays in updating information on the Service and in our advertising on other web sites.

We cannot and do not guarantee the accuracy or completeness of any information, including prices, product images, specifications, availability, and services. We reserve the right to change or update information and to correct errors, inaccuracies, or omissions at any time without prior notice.

Accounts

When you create an account with us, you must provide us information that is accurate, complete, and current at all times. Failure to do so constitutes a breach of the Terms, which may result in immediate termination of your account on our Service.

You are responsible for safeguarding the password that you use to access the Service and for any activities or actions under your password, whether your password is with our Service or a third-party service.

You agree not to disclose your password to any third party. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your account.

You may not use as a username the name of another person or entity or that is not lawfully available for use, a name or trade mark that is subject to any rights of another person or entity other than you without appropriate authorization, or a name that is otherwise offensive, vulgar or obscene.

Intellectual Property

The Service and its original content, features and functionality are and will remain the exclusive property of DENIS DELCROIX and its licensors. The Service is protected by copyright, trademark, and other laws of both the France and foreign countries. Our trademarks and trade dress may not be used in connection with any product or service without the prior written consent of DENIS DELCROIX.

MUSIC LICENSE AGREEMENT

(THIS IS A LICENSE AND NOT A SALE)
IMPORTANT READ CAREFULLY

THIS IS A LICENSE AGREEMENT (“AGREEMENT”) BETWEEN THE DENIS DELCROIX IDENTIFIED ON EXHIBT A ATTACHED HERETO AND MADE A PART HEREOF AND YOU, THE BUYER IDENTIFIED ON EXHIBT A. PLEASE READ IT CAREFULLY AS IT GOVERNS YOUR USE OF THE INTELLECTUAL PROPERTY IDENTIFIED ON EXHIBT A (“INTELLECTUAL PROPERTY”). BY CLICKING ON THE “I AGREE” BUTTON FOLLOWING THIS AGREEMENT, YOU ARE CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT ON BEHALF OF YOURSELF PERSONALLY OR THE ENTITY BY WHICH YOU ARE EMPLOYED AND ARE REPRESENTING AND WARRANTING THAT YOU HAVE ADEQUATE LEGAL POWER THE ENTITY BY WHICH YOU ARE EMPLOYED. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS OR DO NOT UNDERSTAND. IS NEITHER A PARTY TO THIS AGREEMENT NOR A THIRD PARTY BENEFICIARY.

1. LICENSE. Subject to your payment of the License Fees, Denis Delcroix grants to you a non-exclusive, non-transferable, license to use the Intellectual Property as set forth in the order.

2. COPYRIGHT, TRADEMARK AND OWNERSHIP. The Intellectual Property is owned by Denis Delcroix and its licensors and is protected by French copyright laws and international treaty provisions. You acknowledge and agree that except for your limited right to use the Intellectual Property as granted in Section 1 above, Denis Delcroix and its licensors have and shall retain the entire right, title and interest in and to all intellectual property rights arising from or relating to the Intellectual Property and all copies thereof, partial or complete, and whether or not merged into other materials. You shall not use the trademarks, service marks, logos, brand source distinctions and trade names of Denis Delcroix without Denis Delcroix prior written consent.

3. COPY AND OTHER RESTRICTIONS. You shall not copy the Intellectual Property except to make one copy of the Intellectual Property exclusively for inactive backup or archival purposes. You shall not modify, reverse engineer, de-compile or disassemble the Intellectual Property, or create derivative works based upon the Intellectual Property. You shall not use the Intellectual Property in a timesharing arrangement not encumber, rent, lease, transmit, distribute or transfer the Intellectual Property to any third party for any purpose without Denis Delcroix prior written consent. Transfer of Intellectual Property outside the country in which it was originally delivered to you is not permitted without Denis Delcroix prior written consent and it subject to your compliance with all applicable export restrictions. You shall not remove any product identification, copyright notice or other notices or proprietary restrictions from the Intellectual Property. Upon reasonable notice to you, Denis Delcroix shall have the right to inspect your use of the Intellectual Property and audit your relevant records to verify your compliance with the terms of this Agreement.

4. FEES. The license fees for the Intellectual Property (“License Fees”) are as set forth in the order and are due and payable in full at the time of execution of this Agreement. You expressly agree that the license terms herein shall be valid only after you have made payment in full and such payment has cleared. Your use of the Intellectual Property without completing full payment of the License Fees shall constitute a material breach of this Agreement. You shall pay all applicable sales, use, personal property, or similar taxes, tariffs or governmental charges.

5. TERMINATION. Denis Delcroix shall have the right to terminate this Agreement and your right to use the Intellectual Property immediately upon your breach of this Agreement. Upon termination, you shall cease using the Intellectual Property and shall return to Denis Delcroix all copies of the Intellectual Property. Termination of this Agreement shall not limit Denis Delcroix from pursuing any other remedies available to it, including, but not limited to, injunctive relief, nor shall termination relieve you of your obligations to pay Denis Delcroix all License Fees and other sums accrued prior to the effective date of termination.

6. NO WARRANTY. DENIS DELCROIX MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED (EITHER IN FACT, STATUTORY OR BY OPERATION OF LAW) WITH RESPECT TO THE INTELLECTUAL PROPERTY, INCLUDING, BUT NOT LIMITED TO, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY AND SUITABILITY, ALL OF WHICH ARE EXPRESSLY DISCLAMIED.

7. LIMITATION OF LIABILITY AND EXCLUSION OF CONSEQUENTIAL DAMAGES. IN NO EVENT SHALL DENIS DELCROIX TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE INTELLECTUAL PROPERTY (INCLUDING, BUT NOT LIMITED TO, CLAIMS FOR NEGLIGENCE, STRICT LIABILITY, BREACH OF CONTRACT, MISREPRESENTATION, INFRINGEMENT OR OTHER CONTRACT OR TORT CLAIMS) EXCEED THE AMOUNT OF DAMAGES ACTUALLY INCURRED BY YOU UP TO THE AMOUNT OF THE TOTAL FEES PAID BY YOU TO DENIS DELCROIX FOR LICENSES DURING THE MOST RECENT 12 MONTH PERIOD. UNDER NO CIRCUMSTANCES SHALL DENIS DELCROIX BE LIABLE TO YOU, END USERS OR ANY OTHER ENTITY OR THIRD PARTY FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, RELIANCE OR COVER DAMAGES (INCLUDING LOST PROFITS, LOST SAVINGS AND STATUTORY DAMAGES) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, EVEN IF DENIS DELCROIX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. The foregoing limitations allocate the risks between Denis Delcroix and you and shall apply notwithstanding any failure of essential purpose of any limited remedy.

8. INDEMNIFICATION. You shall indemnify, defend and hold Denis Delcroix harmless from and against any and all claims, losses, costs, damages and expenses (including reasonable legal expense), resulting from or arising out of: (a) your breach of this Agreement; (b) your unauthorized use of the Intellectual Property; (c) your activities after Denis Delcroix has notified you that such activities may result in the infringement of the intellectual property right of any third party; (d) your use of the Intellectual Property other than as set forth in written instructions supplied by Denis Delcroix with respect to the use, operation, or combination of the Intellectual Property on or with third party intellectual property, data, equipment, or documentation; or (e) any claim that the Intellectual Property or the use thereof infringes upon, misappropriates or violates any patents, copyrights, trade secret rights or other proprietary rights of a third party if such claim results from or relates to: (i) a modification of the Intellectual Property which modification is not authorized in writing by Denis Delcroix, (ii) in whole or in part results from or relates to the combination of the Intellectual Property with software, hardware or equipment or intellectual property not provided by Denis Delcroix if the Intellectual Property alone would not be the subject of such claim; or (iii) your use of the Intellectual Property other than as set forth in the written instructions supplied by Denis Delcroix, if any. Denis Delcroix may employ counsel, at its own expense, to assist it with respect to any such claim, provided that if you do not elect to control the defense of such claim, the reasonable costs and expenses of Denis Delcroix counsel shall be borne by you.

9. GOVERNING LAW; COMPLETE AGREEMENT. THIS AGREEMENT CONSTITUTES THE COMPLETE AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE INTELLECTUAL PROPERTY AND GOVERNED BY THE LAWS OF THE FRANCE, WITHOUT GIVING EFFECT TO PRINCIPLES GOVERNING CONFLICTS OF LAW. IT SHALL NOT BE GOVERNED BY THE UNITED NATIONS CONVENTION ON THE INTERNATIONAL SALE OF GOODS, THE APPLICATION OF WHICH IS EXPRESSLY EXCLUDED. You agree to submit to the exclusive jurisdiction of the French Court sitting in BORDEAUX, for any action; suits or proceedings arising out of or relating to this Agreement, waive the right to a jury trial with respect to any action or claim arising out of or relating to this Agreement and waive any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement in such courts. The terms of this Agreement supersede the terms of any purchase order, order letter or other document issued or signed by you to authorize your license of the Intellectual Property. Any preprinted terms on or attached to any purchase order or similar document produced by you shall be null and void. If any provision of this Agreement is held to be eliminate its unenforceability, and all other provisions shall remain unaffected. You shall not assign this Agreement nor any license granted hereunder without the prior written consent of Denis Delcroix.

Links To Other Web Sites

Our Service may contain links to third-party web sites or services that are not owned or controlled by DENIS DELCROIX.

DENIS DELCROIX has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party web sites or services. You further acknowledge and agree that DENIS DELCROIX shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such web sites or services.

We strongly advise you to read the terms and conditions and privacy policies of any third-party web sites or services that you visit.

Termination

We may terminate or suspend your account immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach the Terms.

Upon termination, your right to use the Service will immediately cease. If you wish to terminate your account, you may simply discontinue using the Service.

Limitation Of Liability

In no event shall DENIS DELCROIX, nor its directors, employees, partners, agents, suppliers, or affiliates, be liable for any indirect, incidental, special, consequential or punitive damages, including without limitation, loss of profits, data, use, goodwill, or other intangible losses, resulting from (i) your access to or use of or inability to access or use the Service; (ii) any conduct or content of any third party on the Service; (iii) any content obtained from the Service; and (iv) unauthorized access, use or alteration of your transmissions or content, whether based on warranty, contract, tort (including negligence) or any other legal theory, whether or not we have been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed of its essential purpose.

Disclaimer

Your use of the Service is at your sole risk. The Service is provided on an “AS IS” and “AS AVAILABLE” basis. The Service is provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement or course of performance.

DENIS DELCROIX its subsidiaries, affiliates, and its licensors do not warrant that a) the Service will function uninterrupted, secure or available at any particular time or location; b) any errors or defects will be corrected; c) the Service is free of viruses or other harmful components; or d) the results of using the Service will meet your requirements.

Governing Law

These Terms shall be governed and construed in accordance with the laws of France, without regard to its conflict of law provisions.

Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect. These Terms constitute the entire agreement between us regarding our Service, and supersede and replace any prior agreements we might have between us regarding the Service.

Changes

We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material we will try to provide at least 30 days notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.

By continuing to access or use our Service after those revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, please stop using the Service.

Contact Us

If you have any questions about these Terms, please contact us.