Terms of Service
Dear Shutterstock Music Customer:
The following is a legal agreement between you and Shutterstock, Inc. ("Shutterstock"). Please read this agreement carefully before downloading any Music. THIS IS A SINGLE SEAT LICENSE. IT AUTHORIZES ONE NATURAL PERSON TO LICENSE, DOWNLOAD AND USE MUSIC, ALL AS FURTHER PROVIDED BELOW.
The following terms shall have the meanings: i) "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, which is available for license from Shutterstock; and ii) "Production" means all versions of a single audio-visual project or all versions of a single audio-only project in which Music is synchronized to narration in the context of a podcast episode, radio documentary, radio ad, or other similar audio-only production.
Shutterstock reserves the right to change this agreement at any time, and you agree to be bound by such changes. If and when changes are made to this agreement, an announcement will appear on your login page. Please make sure that you read and understand all such changes. If you do not agree to this agreement as same may be amended from time to time, do not download or use any Music.
The agreement in effect at the time you are billed will control your rights and obligations with regard to Music downloaded during each billing cycle. If you selected a product with the "Auto Renewal Option", the effective date of each renewal will determine which agreement controls your use of Music. If the Auto Renewal Option is selected for your product, the product will automatically renew. You may disable Auto Renewal at any time using your account settings.
1. All Music on the Shutterstock website is protected by United States and international copyright laws and treaties. Shutterstock and/or the various artists and/or entities that provide Music to Shutterstock ("Contributors") have the necessary rights in and to the Music. As between the parties, Shutterstock and/or its Contributors reserve all rights in and to the Music not expressly granted to you by the terms of this license. Your rights to use any Music are subject to this license agreement and are conditioned upon your payment to Shutterstock for your use of the Music. If you fail to make any payment to Shutterstock when due, or if any check is dishonored or credit card charge refused or charged back, your account will be deemed delinquent and your right to use any Music downloaded at any time shall automatically terminate unless all payments together with any interest thereon and Shutterstock's costs of collection, bank charges and credit card processing fees are received by Shutterstock no later than fifteen (15) days from the date that Shutterstock notifies you that your account is delinquent.
. By this Agreement, Shutterstock grants you a non-exclusive, non-transferable right to synchronize Music in a Production pursuant to the license you purchase (from among the two license types set forth below), and subject to the restrictions set forth in Section 3 hereof.
a) Standard Commercial License: A Standard Commercial License grants you the non-exclusive right to synchronize Music in a Production (and in in-context trailers and promotions therefor), provided that you shall not use Music in: i) a television broadcast intended for an audience greater than one million (1,000,000) viewers in the aggregate; or ii) films having worldwide theatrical distribution. For the purposes of this agreement, "worldwide distribution" shall mean intentional distribution of the Production in more than one country.
b) Enhanced Commercial License: An Enhanced Commercial License grants you the non-exclusive right to synchronize Music in a Production (and in-context trailers and promotions therefor), solely subject to the restrictions set forth in Section 3 hereof.
c) Music Comp License: A Music Comp License grants you the right to synchronize watermarked Music solely in test, sample, comp, or rough cut evaluation materials related to a Production. The Music Comp 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 Shutterstock watermark from Music under any circumstances.
. Notwithstanding the foregoing (and without limitation), you may not:
a) Use Music as a musical theme in connection with a motion picture, television, radio or web production;
b) Use Music in an international television advertising campaign by or on behalf of an entity with annual revenues of more than One Billion Dollars ($1,000,000,000);
c) Sub-license, re-sell, rent, lend, assign, gift or otherwise transfer or distribute to any third-party the Music or the right to use the Music separate and apart from the Production in which (pursuant to this agreement) it is embodied;
d) Make Music available on any electronic bulletin board, in a downloadable form available through the internet or otherwise including make it available via FTP, IRC, peer-to-peer file sharing services or the like;
e) Manufacture, distribute, sell or otherwise exploit "records", CDs, mp3s or any other audio product embodying sound alone which incorporates Music, other than an audio-only Production expressly described in the definition of "Production" above. For the purpose of this subparagraph 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);
f) Use the 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);
g) Violate export laws, restrictions or regulations, by shipping, transferring or exporting Music into any country in violation of any export laws, restrictions or regulation;
h) Use, sell, sublicense, reproduce, distribute, display, incorporate into or otherwise make Music, in whole or in part, available as, or as part of, production library content, or downloadable files or include the Music or any derivative work incorporating the Music in any other stock product, library, or collection;
i) Remix, mashup, or otherwise alter the Music, except that you may engage in basic editing of the 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.
j) Use Music in an audio-only Production in which music is the primary content.
k) Share any Music by providing access to the Music on shared disk drives, computer networks, intranets of any nature or otherwise.
4. Without limitation, in the event that in connection with the use of the Music authorized under this agreement, any public performance licenses are required for the musical composition comprising the Music, you shall be responsible for obtaining such licenses at your sole expense; Notwithstanding anything to the contrary contained in this agreement: (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 agreement, 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.
5. Music downloaded hereunder may be accompanied by a unique license code, called a RADKey℠, which may be necessary for you to use the Music. Music with such code must be used in conjunction with such code on participating UGC networks.
6. Upon notice from Shutterstock or if you learn that any Music is subject to a threatened or actual claim of infringement, violation of another right, or any other claim for which Shutterstock may be liable, or if Shutterstock removes any Music for any reason, you will remove the Music from your computer systems and storage devices (electronic or physical) and, if possible, cease any future use of the removed Music at your own expense. Shutterstock shall provide you with comparable Music (which comparability will be determined by Shutterstock in its reasonable commercial judgment) free of charge, but subject to the other terms and conditions of this agreement.
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:
"<Name of Artist>, courtesy of Shutterstock, Inc."
8. You agree to indemnify and hold Shutterstock, Inc., its officers, employees, shareholders, directors and suppliers harmless against any damages or liability of any kind arising from any use of the Music other than the uses expressly permitted by this agreement. You further agree to indemnify Shutterstock for all costs and expenses that Shutterstock incurs in the event that you breach any of the terms of this or any other agreement between you and Shutterstock.
9. Except as specifically provided herein, neither Shutterstock nor any of its directors, officers, employees, partners, licensors, or agents shall be liable for any damages, whether direct, indirect, consequential, or incidental, arising out of the use of, or the inability to use, any Music.
10. This contract will be governed by and construed in accordance with the laws of the State of New York. The United Nations Convention on Contracts for the International Sale of Goods does not apply to or otherwise affect these TOS. You hereby consent to the personal jurisdiction of the state and federal courts located within such state. All actions, controversies and disputes arising from or relating to this agreement shall be heard and decided exclusively before the courts located within the State, County and City of New York and not elsewhere. You agree that service of process in any actions, controversies and disputes arising from or relating to this agreement may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the other party however, nothing herein shall limit the right to effect service of process in any other manner permitted by law. This agreement shall be construed neither against nor in favor of either of the parties, but rather in accordance with the fair meaning thereof.
11. Shutterstock warrants and represents that it has the right to grant the rights granted in this agreement.
12. While Shutterstock makes commercially reasonable efforts to ensure the accuracy of Music keywords and descriptions, as well as the integrity of our Music, Shutterstock makes no warranties and/or representations regarding such keywords, descriptions or integrity.
13. Subject to the terms hereof, and provided that you have not breached the terms of this or any other agreement with Shutterstock, Shutterstock shall defend, indemnify, and hold you harmless up to the "Limits of Liability" (as hereinafter defined). Such indemnification shall only apply to claims for direct damages directly attributable to Shutterstock's breach of the express warranties and representations made herein, together with the expenses (including reasonable attorneys' fees), arising out of or directly connected to any actual or threatened lawsuit, claim, or legal proceeding alleging that the possession, distribution, or use of Music downloaded and used by you pursuant to these TOS violate Shutterstock's warranties contained herein. This indemnification is conditioned upon you notifying Shutterstock, 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., Shutterstock Music ID Number, a link to the Music as used, name and contact information of person and/or entity making the claim, nature and date of alleged claim, copies of any correspondence received and/or sent in connection with the claim). The notification must be emailed or faxed to Shutterstock at firstname.lastname@example.org or 1-646-786-4782, with a hard copy to Shutterstock, 350 5th Avenue, 21st Floor, New York, New York, 10118, Attention: General Counsel, via Certified Mail, Return Receipt Requested, or overnight courier, recipient's signature required. Shutterstock 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 Shutterstock in the defense of any such claim and shall have the right to participate in any litigation at your own expense. Shutterstock shall not be liable for any legal fees and/or other costs incurred prior to receiving complete notification of the claim as provided herein.
14. Notwithstanding anything to the contrary contained herein, Shutterstock shall not be liable for any damages, costs or losses arising as a result of modifications made to Music or the context in which the Music is used by you.
15. Shutterstock's total maximum aggregate obligation and liability to any one Customer for all claims shall be limited to Ten Thousand United States Dollars - US$10,000.00 - (the "Limits of Liability").
16. IN THE EVENT THAT YOU BREACH ANY OF THE TERMS OF THIS OR ANY OTHER AGREEMENT WITH SHUTTERSTOCK, SHUTTERSTOCK SHALL HAVE THE RIGHT TO TERMINATE YOUR ACCOUNT WITHOUT FURTHER NOTICE. SUCH TERMINATION SHALL BE IN ADDITION TO SHUTTERSTOCK'S OTHER RIGHTS AT LAW AND/OR EQUITY. CONTRIBUTORS ARE INTENDED THIRD PARTY BENEFICIARIES OF THIS AGREEMENT, AND HAVE RIGHTS AND REMEDIES UNDER THIS AGREEMENT. YOUR RIGHTS UNDER THIS AGREEMENT SHALL IMMEDIATELY TERMINATE UPON YOUR CESSATION OF BUSINESS, INSOLVENCY, ASSIGNMENT OF ASSETS FOR THE BENEFIT OF CREDITORS, BANKRUPTCY OR APPOINTMENT OF A TRUSTEE FOR ALL OR A PORTION OF YOUR ASSETS. UPON TERMINATION OF THIS AGREEMENT FOR ANY REASON, YOU SHALL IMMEDIATELY CEASE ALL USE OF THE MUSIC IN ANY FORM AND IMMEDIATELY RETURN OR DESTROY ALL COPIES OF MUSIC IN YOUR POSSESSION OR UNDER YOUR CONTROL. ANY PROVISIONS IN THIS AGREEMENT THAT BY THEIR SENSE AND CONTEXT ARE INTENDED TO SURVIVE THE TERMINATION OF THIS AGREEMENT SHALL SURVIVE SUCH TERMINATION. ANY CAUSE OF ACTION THAT SHUTTERSTOCK MAY HAVE AGAINST YOU FOR BREACH OF THIS AGREEMENT PRIOR TO THE DATE OF TERMINATION SHALL SURVIVE SUCH TERMINATION.
17. THE STORAGE MEDIA AND ACCOMPANYING MATERIALS (IF APPLICABLE) ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. YOUR RIGHTS UNDER THIS AGREEMENT MAY VARY FROM STATE TO STATE.
18. SHUTTERSTOCK DOES NOT WARRANT THAT THE SHUTTERSTOCK WEBSITES WILL MEET YOUR REQUIREMENTS OR THAT USE WILL BE UNINTERRUPTED OR ERROR FREE.
19. EXCEPT AS SPECIFICALLY SET FORTH HEREIN, SHUTTERSTOCK SHALL NOT BE LIABLE TO YOU OR TO ANY OTHER 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 MUSIC, OR OTHERWISE, EVEN IF SHUTTERSTOCK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES. IN NO EVENT, SHALL SHUTTERSTOCK'S TOTAL AGGREGATE LIABILITY TO YOU, OR TO ANY THIRD PARTY CLAIMING THROUGH YOU, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE SHUTTERSTOCK WEBSITE AND/OR MUSIC CONTAINED THEREON (WHETHER IN CONTRACT, TORT OR OTHERWISE) EXCEED THE LIMITS OF LIABILITY.