Standard Agreement Between Customer and Studio
Last Updated: July 16, 2021
This standard agreement between the Customer and the Studio sets out the terms that govern each transaction between a Customer and a Studio on Clips4Sale.
1. Definitions.
In this agreement, the following definitions will apply:
1.1 “C4S Fee” means the fee charged by Tropical Sun Ltd./Tropical Sun Corp. to Studios under the Studio Agreement.
1.2 “Clips4Sale” means the websites located at www.clips4sale.com, www.images4sale.com, www.videos4sale.com, and www.c4slive.com.
1.3 “Content” means any material uploaded to Clips4Sale or made available for sale on Clips4Sale in DVD, CD, or VHS format by any User (whether a Studio or a Customer), including any photos, videos, audio (for example, music and other sounds), data, text (such as comments and hashtags), metadata, images, interactive features, emojis, GIFs, memes, and any other material.
1.4 “Customer” means a User who buys Content from a Studio or subscribes to a Studio.
1.5 “Customer/Studio Transaction” means any transaction between a Customer and a Studio on Clips4Sale by which access is granted to the Studio’s Content in any of the following ways: (a) payments made by a Customer to view a Studio’s pay-per-clip or pay-per-image Content; (b) payments made by a Customer to a Studio to create custom Content; (c) a Membership; (d) payments made by a Customer to a Studio to buy Content in DVD, CD, or VHS format; and (e) payments made by a Customer to a Studio for any other paid feature available now or in the future.
1.6 “Customer Payment” means (a) all payments made by a Customer for any Customer/Studio Transaction and (b) all tips/tributes.
1.7 “Membership” means a Customer’s 30-day nonrecurring membership to a Studio’s account.
1.8 “Relevant Content” has the meaning set out in section 5.
1.9 “Studio” means a User who has set up their Clips4Sale account as a Studio account to post Content on Clips4Sale to be viewed or bought by other Users.
1.10 “Tax” includes all forms of tax and statutory, governmental, state, federal, provincial, local government, or municipal charges, duties, imposts, contributions, levies, withholdings, or liabilities, including value-added tax, sales, tax, and use tax, wherever chargeable.
1.11 “User” means any user of Clips4Sale, whether a Studio or a Customer or both (also referred to as “you” or “your”).
2. Parties.
The only parties to this agreement are the Customer and Studio participating in the Customer/Studio Transaction. Tropical Sun Ltd./Tropical Sun Corp. is not a party to this agreement, and neither grants any rights in respect of, nor participates in, any Customer/Studio Transaction, except for acting as a payment intermediary under the Studio’s and Customer’s instructions set out in section 4 of this agreement.
3. Applicability.
Each time a Customer/Studio Transaction is initiated on Clips4Sale, this agreement will apply to the exclusion of any other terms that the Customer or Studio may propose, and this agreement legally binds the Customer and Studio participating in the Customer/Studio Transaction.
4. Pricing and Payment.
By entering into a Customer/Studio Transaction, the Customer will pay the Customer Payment applicable to the relevant Customer/Studio Transaction according to the pricing published in the Studio’s store plus any applicable Tax. The Customer and Studio participating in the Customer/Studio Transaction authorize Tropical Sun Ltd./Tropical Sun Corp. or any of its subsidiaries to act as a payment intermediary and to collect, hold, and process the Customer Payment and any applicable Tax, to deduct the C4S Fee, and to pay out the sums due to Studios, as described in the Clips4Sale Studio Agreement.
5. Content License.
Once the Customer has made the Customer Payment for a Customer/Studio Transaction, the Studio hereby grants the Customer a limited license to access the applicable Content of that Studio to which the Customer/Studio Transaction relates (“Relevant Content”). This license is non-transferable, non sub-licensable, and non-exclusive, and allows the Customer to access, view, and download (if enabled by the Studio for that Content) the Relevant Content on the Customer’s personal device and via a web browser (and to make a temporary copy of that Content only to the extent that this is an incidental and technical process forming part of the Customer’s accessing the Content (i.e., caching)), according to the Terms of Service Agreement. Content bought in DVD, CD, or VHS format are licensed for personal use only. It is not licensed for public screenings or for any other use. This license specifically excludes the right to make any copy of the DVD, CD, or VHS or encode it for streaming.
6. Ownership of Content.
The Customer participating in the Customer/Studio Transaction acknowledges that the license of the Relevant Content provided in section 5 of this agreement does not result in the Customer acquiring any rights in or to the Relevant Content, which rights will be retained by the Studio.
7. License Termination.
Except for Content that the Customer has downloaded or bought in DVD, CD, or VHS format, the license granted to a Customer for the Relevant Content will terminate automatically without notice under the following circumstances:
7.1 if the Customer Payment related to the Customer/Studio Transaction was unsuccessful or is charged back or reversed for any reason;
7.2 with respect to Memberships, at the end of the membership period;
7.3 if the Customer’s User account is suspended or terminated for any reason;
7.4 if the Customer is in breach of the Terms of Service Agreement (whether with respect to the Relevant Content or at all);
7.5 if the Studio removes the Content from the Studio’s store; or
7.6 if the Customer closes their Clips4Sale User account.
8. Refunds
8.1 All sales and transactions are final. Customer Payments are nonrefundable and fully earned on receipt. The Studio may approve a refund in the form of a credit on request if exceptional circumstances exist. Customers may contact the Studio through the Studio’s store message function to request a refund if a Customer believes exceptional circumstances exist for a refund. If a refund is approved by a Studio, Clips4Sale will process that refund under the Refund Policy outlined in section 16.6 of the Terms of Service Agreement.
8.2 The Customer acknowledges that the Customer/Studio Transaction will result in a supply of the Relevant Content to the Customer before the end of the period of 14 days from the date when the Customer/Studio Transaction is entered into and the Customer gives his or her express consent to this and confirms to the Studio that he or she is aware that any statutory right to cancel the Customer/Studio Transaction that the Customer has under the Consumer Rights Act of 2015 or any other applicable law will therefore be lost.
8.3 This agreement does not affect any statutory right to receive a refund from the Studio that a Customer may have under the Consumer Rights Act of 2015 or any other applicable law.
9. Obligations between Studio and Customer.
For each Customer/Studio Transaction:
9.1 The Customer and the Studio participating in the Customer/Studio Transaction will comply at all times with the Terms of Service Agreement for the Relevant Content, including when accessing, viewing, downloading (where enabled), and interacting with it.
9.2 The Customer participating in the Customer/Studio Transaction will make the Customer Payment required to access, view, download (where enabled), or interact with the Relevant Content, and will not initiate a chargeback other than if the Customer disputes the Customer/Studio Transaction in good faith.
9.3 The Studio participating in the Customer/Studio Transaction will make the Relevant Content available to the Customer once the Customer has made the Customer Payment applicable to the Relevant Content, including by shipping any Content bought in DVD, CD, or VHS format directly to the Customer according to the terms agreed to by the parties at checkout.
9.4 The Studio states that it has all necessary rights in and to the Relevant Content sufficient to license it to the Customer in the territory in which the Customer will be accessing, viewing, or downloading (where enabled) the Relevant Content, and has obtained all permissions and consents needed to grant the license in section 5 of this agreement.
9.5 The Studio is solely responsible for creating and uploading (or shipping to the Customer in the case of Content bought in DVD, CD, or VHS format) the Relevant Content. The Studio provides no guarantees that it will continue creating and uploading Relevant Content on an ongoing basis.
9.6 Unless there has been negligence or another breach of duty by the Studio, the Customer’s accessing and downloading (where enabled) of the Studio’s Content is entirely at the Customer’s own risk.
10. No Guarantees.
The Customer participating in the Customer/Studio Transaction acknowledges that Studios may add and remove Content at any time from their Studio account, and that Studios have discretion to decide what sort of Content to make available on their account. In addition, the Customer participating in the Customer/Studio Transaction acknowledges that there may be circumstances where it is not possible for the Customer to access the Relevant Content to be provided under the Customer/Studio Transaction, including:
10.1 if the Studio’s account is suspended or deleted;
10.2 if the Customer’s account is suspended or deleted;
10.3 if the availability of the Clips4Sale site is suspended or inaccessible; or
10.4 if the Studio is unable to create or upload Relevant Content in the future.
11. Governing Law and Dispute Resolution
11.1 Delaware law governs all matters arising out of or relating to this agreement without giving effect to any conflicts of law principles. The Customer will also be able to rely on mandatory rules of the law of the country where he or she lives. This agreement’s predominant purpose is providing services and licensing access to intellectual property and not a “sale of goods.” The United Nations Convention on Contracts for the International Sale of Goods will not govern this agreement, the application of which is expressly excluded.
11.2 If this agreement is with a Customer resident in the European Union, any claim under this agreement may be brought in the courts of Cyprus or the courts of the country where the Customer lives.
11.3 If this agreement is with a Customer resident outside of the European Union, any claim under this agreement must be brought in the federal or state courts of competent jurisdiction located in the State of Delaware, unless the Customer and Studio otherwise agree.