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AudioSparx License Agreement Terms and Conditions
Licensing Options
= Premium track
= Available by subscription (sound effects, beats & loops only)
The following explains how you can use tracks licensed under each of our licensing options.
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License A
Personal and Student Non-Commercial Project Uses
The personal-use license fee varies by track and has a flat fee price
as configured by the owner of the track. Please note that not all tracks offer a personal-use rate.
License A may be used in the following situations:
- For personal enjoyment at home or on a portable music device such as an iPod
- For use in any type of in-class or student project that you will not sell, give away, distribute or broadcast
- For in-class uses by individual teachers in schools or colleges
Prohibited For License A: All Internet uses, including on social media sites such
as Facebook and YouTube is PROHIBITED. For this type of use, purchase License B, non-commercial Internet license option.
Prohibited For License A: All Corporate, Enterprise, Commercial, and Organizational
uses are PROHIBITED, including demos to clients (which is a form of commercial marketing).
License C: Ringtone Use
Our ringtone use license fee is a fixed fee
as configured by the owner of the track.
-
For transfer to a mobile phone for use as a
ringtone or ringback tone.
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License B
Commercial or Distribution or Broadcast Uses
A plus/minus sign next to a price indicates the price is variant.
Variant pricing scales up or down from the listed "base price" depending on the
term, territory, scope and/or units to be manufactured or distributed in the
context of your specific project. If there's no plus/minus sign, the price
is a flat fee structure. License B is required in the following scenarios:
- Enterprise and company uses, whether for-profit or non-profit
- For motion picture production, trailer, preview, intro, extro or header
- For TV show production, trailer, preview, intro, extro or header
- For TV and radio advertising content or effect (for ad, donut, intro or
content)
- For backing music or effect for a web site, webcast, podcast or other
Internet use
- Sound effects embedded in original music compositions to be sold or
given away
- For commercial video game, electronic game, and computer game
(whether distributed online, CD-ROM, DVD or any other media)
- For embedding in electronic devices such as phones or other hardware or
software
- For use in software for distribution via Internet, CD-ROM, DVD or any
other media (excludes audio-only CDs that resell the content as-is)
- Embedded in a toy or product for sound effect purposes
- Corporate, theatrical and competition use (live performances,
presentations, seminars, meetings)
- For use
in videos, films, trailers, games, or other multimedia projects that you
were hired to produce, intend to sell, distribute, or release to paid
audiences or clients
- Use in a public-voting film contest or festival
- For small business professional local use (massage, therapy, dance studios or similar)
- For embedding in any product for sale or for giveaway
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What You Can Not Do:
- Sell, resell, re-license, sub-license or give away tracks on their own
(includes physical goods and non-tangible items) - We can negotiate a custom license for such use, please contact
info@audiosparx.com with details of your intended use.
- Claim exclusive ownership of a track or digital media file
- Copy tracks and files on CD or other media apart from your multimedia project
- Sell Audio-Only CDs or Audio Downloads or Ringtones using the tracks without
synchronization with other media - We can negotiate a custom license for such use, please contact
info@audiosparx.com with details of your intended use.
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AUDIOSPARX LICENSE AGREEMENT TERMS AND CONDITIONS
BACKGROUND
This Agreement governs the terms by which clients of AudioSparx.com obtain the right to use sound effects, music tracks,
loops, ringtones, albums, soundpacks, musicpacks, composerpacks and all other media content available at the AudioSparx
marketplace through the web site located at www.AudioSparx.com (the "Site"). This is a fairly lengthy document, and it
contains many important provisions that affect your rights and obligations.
GENERAL TERMS
All stock music and sound effects, beats, loops, ringtones, albums, soundpacks, musicpacks and composerpacks (hereinafter
referred to as "Track" or "Tracks") purchased at AudioSparx.com come with a limited license for
commercial, personal or ringtone use. You choose the type of license you desire when you add Tracks to your shopping
cart. Commercial use includes use in television production, radio or audio production, commercials, film, theatre,
multimedia or other media projects. The Tracks can be used in virtually any type of commercial or personal project or
broadcast, including corporate projects, national and international broadcasts, television production, films, products for
sale or giveaway and large scale media distributions.
LICENSING MODES
All Tracks available from AudioSparx.com are licensed, not sold, to you by
AudioSparx. Each Track is available at the AudioSparx web site on a Pay-Per-Track
basis. Additionally, the majority of sounds effects and loops at AudioSparx.com are available
on a Subscription basis, which gives you download access to multiple Tracks without having
to license each one individually.
PAY-PER-TRACK LICENSING MODE
This option allows you to license just the individual sound effects, loops, ringtones
or music tracks you desire. Personal use pricing is indicated by "(A)", commercial use pricing is indicated by "(B)".
Ringtone use pricing is indicated by "(C)" which you can generally see by hovering your mouse over the pricing for
each track.
Personal-Use and Ringtone-Use Licensing
The price for personal use (License A) and ringtone use (License C) is always a fixed, set fee. For either option,
you pay a one-time fee and then can use the Track in perpetuity for personal use or ringtone use, depending on the
license you select.
Commercial-Use Licensing: Needle-Drop and Royalty-Free Licensing Options
AudioSparx licenses Tracks, Albums and Collections from many many different sources and each source has their own licensing requirements and
concerns, and we try to accomodate the various business needs of our artist and publisher base. Consequently, each track
on the site is available with either a Needle-Drop license (i.e. a limited license with a specific term, territory,
media, etc.) or a Royalty-Free License for a specific project (i.e. unlimited use, worldwide, for perpetuity, within
the context of a specific project), or both.
Generally, music tracks are available by both Needle-Drop licensing and Royalty-Free licensing, and you select which
license work best for you. Some music Tracks are available only by Need-Drop licensing due to restrictions from the
publishers (owners) of such Tracks. Sound effects, beats and loops are generally available with the Royalty-Free license.
There are exceptions for both types of content and ultimately you can see which licensing options are available
for each specific Track by looking at the details for each Track on the site itself.
The license available for each track can be seen by whether the price for each track is fixed (i.e. a set price) or variant.
Variant pricing is where the price for a license depends on how you intend to use the Track. For tracks with
 label next to the price, such tracks are available for
Needle-Drop licensing and also usually for Royalty-Free licensing as well. The price you pay for a license will vary
based on the specific licensing options you select for your commercial-use license. To determine the price, simply
add the Track to your shopping cart by clicking the 
icon. For tracks without the plus/minus sign, such tracks are always licensed Royalty-Free for worldwide use, in
perpetuity, for the lifetime of the project that you intend to use the track for.
SUBSCRIPTION LICENSING MODE
This option is available for clients wishing to have access to all of the content labeled with an
 without having to purchase those
tracks individually (this applies to both our download subscription and our ringtone subscription options).
For any Track that is licensed through our download subscription option, you may use
such tracks in a royalty-free manner, worldwide, in all media, for perpetuity.
Any premium content, labeled with  ,
is excluded from download within the context of a subscription and must be licensed separately.
Subscription Download Limits
- For Tracks available by Download Subscription, there is a download limit of 90 per hour,
360 per day and 720 per week, 1440 per month. For Ringtone Subscriptions, the download limit is 10
ringtones per day, 20 ringtones per week. These limits are in place to prevent theft of our database and to encourage
clients to re-license Tracks as necessary and for subscribers to re-subscribe when their subscription runs out.
Single-User Versus Multi-User Subscriptions
- Single-User download subscriptions are valid on only one PC and may not be
shared among multiple different computers or users. Failure to abide by this policy may result in immediate termination of subscription service
to the offending user account without refund. The exception to this is with our multi-user download subscription service for schools,
colleges, universities, libraries and other organizations, which are restricted for use on specific IP number ranges.
CUE SHEET FILING REQUIREMENT
For any music Tracks, MusicPacks or music Albums licensed by you which are embedded in a production that is to be broadcast on radio
or TV, you are required to provide cue sheet information to AudioSparx and the publishing agent for the related content so that
the cue sheet can be filed with ASCAP or BMI or other society in the country (or countries) where the music is to be used.
This is true whether such music tracks are licensed individually (i.e. pay-per-track) or licensed on one of our MusicPacks or
Albums. Please note that radio and TV broadcaster actually pay the performance royalties; you as our client do not ever have
to pay performance royalties. Each track has one or more composers and one or more publishers. We provide detailed information
for each track about that track's composer(s) and publisher(s), including their performing rights organization (PRO) affiliation
(e.g. ASCAP, BMI, etc.).
COMMERCIAL USE RIGHTS
The Tracks at AudioSparx.com are owned or controlled by AudioSparx. This includes both the the sound
recording ("Master") and, for music tracks, the underlying musical composition ("Composition"), together known as the
"Track". The rights granted for the commercial use of a Track are based upon the licensing methods available on the
AudioSparx.com Web site, and the licensing option and licensing parameters selected by you. The rights associated with each specific type
of licenses includes one or all of the following, depending on the specific licensing option and parameters selected by you:
1. Master use license -
A master use license provides the right to use the sound recording as downloaded from AudioSparx for
the specific use selected in the licensing options.
2. Mechanical and Videogram licenses -
Mechanical and videogram licenses provide the right to re-record, duplicate and release the Track as part
of your production in whatever medium required (i.e. CD, DVD, record, mini-disc, or embedded in a hardware product, game or
similar product or production).
3. Synchronization license -
Also known as a "sync license", this provides the right to use the Track as a soundtrack
"synced" with visual images as part of your production.
4. Electrical transcription license -
This type of license provides the right to integrate the Track into productions for audio-only broadcast,
such as for radio advertisements and public announcements, as well as for background music purposes and for music on-hold.
5. Public Performance license -
This may take the form of a "Direct License", provided
by AudioSparx directly to the licensee providing public performance rights for the Track, eliminating the need to file cue sheets with any Performance
Rights Organizations. Or it may take the form of an "indirect license", requiring that, for US-based clients you will provide cue
sheet information to AudioSparx or, for non-US-based clients, that you will file a cue sheet with the appropriate Performance Rights Organization
in the country where you use the music tracks.
See details further below for the usage details and specific licenses granted for each type of licensing
option available at AudioSparx.
PAY-PER-TRACK LICENSING OPTIONS
PERSONAL LICENSING OPTION
Personal or Student Non-Commercial & Educational Use
The Personal Use license option permits for the following types of use:
- For personal enjoyment at home or on a portable music device such as an iPod
- For client demos that you do not sell, give away, distribute or broadcast
- For use in any type of school or student project that you will not sell, give away, distribute or broadcast
- For in-class use by individual teachers in schools or colleges
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COMMERCIAL DISTRIBUTION AND BROADCASTING LICENSING OPTIONS
Corporate, Theater and Competition Use
Licensee has the non-exclusive right to synchronize the Track in timed
relation with other audio and/or visual elements within a production, or to use the original sound
recording, for purposes of business-related viewing, business
meetings, corporate videos, employee orientation, in-house training, and instructional and training videos.
Depending on the "audience type" selected for this licensing option, the
production may be displayed, or the original sound recording may be played, within one of the following
settings:
- In-House: Meaning for an in-house audience such as Licensee's personnel, job seekers and
other types of on-site guests. This option provides a master use license, a synchronization
license, and a limited mechanical license for in-house use only. Licensee may make copies on any
media necessary for distribution, exhibition and exploitation solely as it pertains to the use of the
Track on an in-house basis.
- Business-to-Business: For a business-to-business environment, meaning for the display to or
performance for actual or potential business clients, whether in an internal setting or an external
non-public setting. This option provides a master use license, a synchronization license, a limited
mechanical license, and a right of non-public performance. Licensee may make copies on
any media necessary for distribution, exhibition and exploitation solely as it pertains to the use of
the Track on a business-to-business basis, NOT for use in products to be sold or given away (instead
use the "Products for Sale or Giveaway" licensing option such uses)
- Public: General public viewing of the created production, or performance
of the track, is permitted at trade shows, theatrical performances, competitive performances and for music-on-hold.
Licensee may make copies on any media necessary for distribution, exhibition and exploitation solely as it pertains to
the use of the Track on a public performance basis, NOT for use in products to be sold or given away (instead use the
"Products for Sale or Giveaway" licensing option for such uses). This licensing option provides a master
use license, a synchronization license, a limited mechanical license and a direct license for public performance.
Additionally for situations where music is to be used as phone system on-hold music, this option includes an electrical
transcription license. Licensee does not have to pay performance royalties to any Performance Rights Organizations.
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Product for Sale or Giveaway Use
Licensee has the right to synchronize the Track in timed relations with other audio and/or visual elements in a software or hardware
product, and reproduce this product up to the licensed number of units allowed in the User License
Agreement's "Per Project Reproduction Allowance", and make these units available
for sale or giveaway. Products for sale or giveaway include Videograms (Videos, CDs, DVDs or similar), Games, Kiosks, Toys,
hardware devices, as well as software or other productions that are available on CD, DVD or for download via the Internet.
This licensing option provides a commercial master use license, a synchronization license, a mechanical license (for audio and
non-visual products) or a videogram license (for CDs and DVDs or similar) and the right to manufacture and distribute said product
up to the number of times (units to manufacture) selected during licensing. It does not express a right to
broadcast the production, nor any public performance rights. Since such products are not for public performance or broadcast,
Licensee does not have to pay performance royalties to any Performance Rights Organizations, nor filoe cue sheets for such uses.
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Television Show Production
Licensee has the right to synchronize the Track in timed relations with other audio and/or visual elements
within a production, as part of the soundtrack, for broadcast throughout the Licensed Territory. Licensee may make
copies on any media necessary for distribution, exhibition and exploitation solely as it pertains to the
use described in this paragraph. Licensee may utilize the Track as part of the soundtrack only for
non-theatrical broadcast viewing by the general public on the licensed form(s) of television (as selected during licensing),
including network TV, cable TV, pay TV, free TV or other television broadcast medium now known or hereafter devised.
This licensing option provides a master use license and a synchronization license only, and optionally a videogram license
if Licensee selects such option during the license configuration process, for the manufacturing of DVDs or other similar
mechanical media. If the videogram license option is not selected by Licensee, manufacturing and distribution of
physical media is prohibited with this license (use the "Product for sale or giveaway" license option instead
for such purposes). Any broadcast of the Track on television will have performance royalties collected by the
appropriate Performance Rights Organizations, typically paid by the TV network or Cable channel that broadcasts the
productionwork, and licensee SPECIFICALLY AGREES TO PROVIDE CUE SHEET INFORMATION to AudioSparx or
its designated agent to facilitate the collection of performance royalties for the composer and publisher of this Track.
Licensee must ensure that the TV network or cable channel broadcasting the production has a current active public performance
blanket license in place from ASCAP, BMI and SESAC, and if not, then Licensee must purchase an additional public performance
license from AudioSparx prior to the broadcast of the production.
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Short Film or Commercial Video
Licensee has the right to synchronize the Track in timed relations with other audio and/or visual elements for use
in a short film or video production less than 25 minutes in length. Commercial use of film/video is permitted
within the selected territory, or for display at film festivals, or for any other video use that is NOT a
feature-length film or major motion picture and is not intended for major theatrical release or television broadcasting.
Distribution (as in DVD distribution) and/or Internet use is also permitted if either of these options are selected
for this license. This licensing option provides a master use license, a synchronization license and a direct
license for public performance. Licensee does not have to provide cue sheet information unless the video is
broadcast on TV, in which case a completed cue sheet must be provided to AudioSparx.
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Film or Motion Picture Production
Licensee has the right to synchronize the Track in timed relation with other audio and/or visual elements in
order to create a feature-length film, documentary or similar long-tail video (hereinafter the "Film")
for display in the Licensed Territory. Licensee may make copies of the Film on any media
necessary for distribution, exhibition and exploitation solely as it pertains to use of the Track in
the Film within the Licensed Territory. Licensee may exhibit the Film in theatres or broadcast the
Film on television. This licensing option specifically provides a master use
license and a synchronization license only. A public performance
license is also required for the TV network or Cable channel that broadcasts the Film, and may be obtained
by the TV network or Cable channel by procuring a public performance blanket license from the appropriate
Performing Rights Organization such as ASCAP, BMI, PRS, or other society (hereinafter "PRO")
in the country in which the Film is exhibited or broadcast. Performance of the music
by virtue of a broadcast of the Film shall have, as applicable, performance royalties earned and collected
from the broadcaster by the appropriate PRO in the country of broadcast. Or if the
production is shown in a theatre outside the U.S., the performance royalties are typically
paid by the cinema company or theatre chain that actually renders the performances. Licensee
SPECIFICALLY AGREES TO PROVIDE CUE SHEET INFORMATION to AudioSparx or
the designated publishing administrator to facilitate this collection of performance royalties for
the composer(s) and publisher(s) of this Track.
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ADVERTISING AND INTERNET LICENSING OPTIONS
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Internet Non-Commercial Use
Licensee has the right to synchronize the Track in timed relations with other audio and/or visual elements
in video, HTML, Javascript, Flash, Real Audio, Shockwave, Quicktime and other similar presentation formats for use on the
Internet. The Track may be embedded in an internet presentation file, synchronized
with other audio and/or visual elements, or be embedded directly into a web page as a stand alone audio
file. This licensing option provides both a master use license and a synchronization license,
as well as a direct license for public performance and Licensee does not have to pay performance royalties
to any performing rights organizations such as ASCAP or BMI. This license is strictly for personal,
student, non-profit, educational or informational uses only. Commercial Internet uses such as advertising,
marketing, selling and other commercial for-profit use is prohibited (instead use the license option for
Internet Advertising or Internet Commercial Use).
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Internet Commercial or Advertising
Licensee has the right to synchronize the Track in timed relations with other audio and/or visual elements
in Flash, Real Audio, Shockwave, Quicktime or other similar internet presentation formats for use on the
World Wide Web (Internet): The Track may be embedded in an internet presentation file, synchronized
with other audio and/or visual elements, or the embedded directly into a web page for background music or
sound purposes. This licensing option provides a master use license, a synchronization license and a direct
license for public performance. Licensee does not have to pay performance royalties to any Performance
Rights Organizations. Note: Mechanical License Excluded - All Internet commercial uses permitted except
for download of product with track embedded in product, which requires a mechanical license. Select the
Product For Sale or Give-Away licensing option for such use.
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Radio Advertising and Production Use
Licensee has the right to synchronize the Track in timed relation with other
audio elements in order to create and broadcast commercial advertisements or promotional
announcements on radio within the Licensed Territory. Licensee may make
copies on any media necessary for distribution, exhibition and exploitation solely as it pertains to use of the
Track in a radio commercial, radio production or promotional announcement within the Licensed Territory.
This includes broadcast radio, cable radio and satellite radio. This licensing option provides a master use
license and an electrical transcription license only. Any broadcast of the Track as part of a radio ad,
announcement or production will have performance royalties collected by the appropriate Performance Rights
Organizations, paid by the company that broadcasts or transmits the production, and licensee agrees to provide
cue sheet information to AudioSparx or its designated agent to facilitate this collection of performance royalties.
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Television Advertising Use
Licensee has the right to synchronize the Track in timed relation with other
audio and/or visual elements in order to create and broadcast commercial advertisements and/or promotional
announcements on television within the Licensed Territory. Licensee may make
copies on any media necessary for distribution, exhibition and exploitation solely as it pertains to the use of the
Track in a television commercial or promotional announcement in the Licensed Territory. This licensing option
provides a master use license and a synchronization license. Any broadcast of the music as part of a television
commercial will have performance royalties collected by the appropriate Performance Rights
Organizations, typically paid by the company that broadcasts or transmits the production, and licensee agrees to
provide cue sheet information to AudioSparx or its designated agent to facilitate
the collection of performance royalties as applicable.
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Motion Picture Trailer Use
Licensee has the right to synchronize the Track in timed relation with
other audio and/or visual elements in order to create a Motion Picture Trailer for
display in the Licensed Territory. Licensee may make copies on any media
necessary for distribution, exhibition and exploitation solely as it pertains to use of the Track in a
Motion Picture Trailer for display in the Licensed Territory. This license option provides a
master use license and a synchronization license only. Public performances of the music as part of a
Motion Picture Trailer will have performance royalties collected by the appropriate Performing Rights Organizations,
typically paid by the cinema company or theatre chain that actual renders the performances. Licensee agrees to
provide cue sheet information to AudioSparx or its designated agent to facilitate
this collection of performance royalties.
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CONTENT USE LIMITATIONS
Track(s) available at AudioSparx may not be used or resold as part of a music or audio-related collection, in part or in whole, or
as a standalone commodity, and may only be utilized within a derivative production or product that integrates
the Track(s) and that is clearly unique and distinct from the Track or Tracks themself. Track(s) may not be copied or duplicated except
for use in the licensee's productions and must only be used by the person or organization to whom the Track(s) are licensed.
Licensee may not distribute, sell, rent, lease, sub-lease, sub-license, assign, share or otherwise transfer any of the Track(s) except as
incorporated in a derivative product or production. The Track(s) may not be transfered, shared, assigned, sublicensed, leased, rented or sold among
independent or different companies or operating divisions or companies owned or controlled by a common parent company.
Tracks may not be directly traded or exploited for profit or any other reason. Licensor maintains all intellectual property rights
with regard to the marketing and sales of all Tracks and any infringement thereof is punishable by law.
To clarify, you may not distribute, sell, rent, lease, sublicense, assign, or otherwise transfer
any of the Tracks except as incorporated in a derivative Project or Production. You may not distribute the Tracks independently
of a Production, or with any directions or instructions as to how the Tracks may be extracted from a
Production, or with any invitation, suggestion or authorization that the Tracks may be extracted
from a Production.
You may not alter or delete any "watermark" or other ordinarily imperceptible identifier embedded within the Tracks.
You may not distribute the Tracks in native format or reformatted, filtered, re-synthesized or otherwise edited, for use as sounds,
multi-sounds, samples, multi-samples, programs or patches in a sampler, sample playback unit, or on a Web site, CD, DVD,
software or mobile phones. In other words, you can't resell our Tracks as "sounds" and "music"; they must be
incorporated into some kind of Production to provide audio content for the Production for the end-user. For exceptions to
this licensing restriction please contact info@audiosparx.com and we can
discuss your desired sound or music usage on a case-by-case basis.
YOU THE PURCHASER MAY NOT
1. You may not re-record or artistically or creatively change or alter any music Tracks represented in this agreement in any way without our written
consent. You may not integrate any music Tracks represented in this agreement into your own music tracks or compositions for the purpose of creating
a new derivative music production. You may, however, edit the Tracks to fit the needs of your production, including adjusting duration, volume,
equalization, tempo or pitch.
2. You may not claim ownership or authorship of the Tracks represented under this agreement.
3. You may not transfer, share or sub-lease this license agreement with any other party.
4. You may not sell the Tracks contained herein outright to any other individual or party. (Although
the music or sound effect can be sold as part of your production.)
5. You may not sell the Tracks contained herein as a cellphone ringtone. Ringtone sub-licensing
deals are handled on a case-by-case basis. For more information regarding licensing of our content
for mobile phone platforms, please contact info@audiosparx.com.
6. You may not download Tracks with automated downloads via software control, robots, spiders or crawlers.
This activity is strictly prohibited and will result in termination of the offending user's subscription as well
as immediate blockage of your IP number by firewall.
WARRANTY AND LIMITATION OF LIABILITY
Licensor warrants that it has all necessary rights and authority to enter
into and perform this Agreement; Licensee's use of the Licensed Material in accordance with this Agreement and in the
form delivered by AudioSparx will not infringe on any copyright, moral right, trademark or other intellectual property right
and will not violate any right of privacy or right of publicity nor give rise to any claim of copyright infringement.
However, Licensee agrees that Licensor's cumulative liability with respect to any such claims made in relation to or arising out of this
agreement on any theory or basis will not exceed the license fee paid by Licensee for the licensed Track(s), Albums, SoundPacks
or other audio content. Licensor is not liable for any loss, damage, claim or liability arising from or related to any
software program, data errors, digital transmission errors, failures, interruptions or delays, regardless of cause.
INDEMNIFICATION
Licensee and Licensor agree to indemnify and hold each other harmless from and against any and all claims, costs, losses, expenses,
damages, judgments and liability (including reasonable attorney's fees) which may arise as a result of or in connection with any
breach of either party's representations and warranties. Each party's obligations hereunder are conditioned upon the indemnified party
giving prompt written notice of any claim, action, suit or proceeding provided such breach has been reduced to final adverse
judgment by a court of competent jurisdiction or settled with the indemnifying party's prior written consent, which consent shall
not be unreasonably withheld. Each party shall give the other party prompt written notice of any claim which, if proven, would
give rise to indemnification obligation hereunder, and the notified party shall have the opportunity to participate in the defense
of such claim, at such party's sole expense, with counsel of such party's choice.
REMEDIES
Licensor's rights and remedies in the event of a breach or an alleged breach of this agreement by Licensee shall be limited to Licensor's right, if any, to
recover damages in an action at law and in no event shall Licensor be entitled by reason of any breach or alleged breach to enjoin, restrain, or seek to
enjoin or restrain the production, distribution, exploitation, advertising, promotion, or publicity of Licensee's project or projects, or elements thereof,
which integrate the audio content licensed herein.
INADVERTENT ERRORS
If you license a Track from AudioSparx and choose various licensing options to arrive at a price for the Track
and proceed to purchase the Track, if it then becomes apparent to AudioSparx that the licensing options that you
have chosen are not appropriate for your intended use of the Track, AudioSparx reserves the right to adjust
your license to correct it for your intended use of the Track. You agree that AudioSparx has the right to
correct your license in this situation and if additional monies are due and owing to AudioSparx, that you
agree to pay the difference in order to obtain the correct license for your intended or actual
use of the Track. Since you will have already downloaded the Track and AudioSparx can't "take back" the
Track, you agree that this is the only equitable solution and you will not dispute the additional fee charged
to correct your license of the Track.
NO REFUNDS
AudioSparx does not generally provide refunds. You have the full opportunity to preview all
Tracks before you license them individually or subscribe to the site. Once you have
subscribed or made a pay-per-track purchase and downloaded various Tracks, we have no way to "take back"
or remove the Tracks that you may have downloaded. Consequently, all sales are
final. Any requests for partial or full refunds are reviewed on a case by case basis, and
certainly, if there is some problem on our end, we will work with you to resolve the problem. We
strive to be fair to our clients.
In regard to the purchase of ringtones from AudioSparx, before our site will permit you to purchase a ringtone,
you must test your phone's compatibility by downloading one or more of the free ringtones we provide from our
mobile site audiosparx.net. You must then acknowledge that you have tested your phone and that you understand
that if you proceed with the purchase that no refund will be provided after the fact. Consequently, we do not
provide refunds for ringtone purchases under any circumstances whatsoever.
ACCURATE INFORMATION
You agree that all information that You provide to AudioSparx at any and
all times is accurate, complete and not misleading in any material respect. You will not disclose access codes or
passwords used in accessing any area of the AudioSparx website to any other party and will maintain such codes or
words as confidential. You will exercise due diligence and maintain strict safeguards on all Tracks received by you
from AudioSparx to prevent unauthorized use or distribution thereof.
CHOICE OF JURISDICTION
This License Agreement will be governed by and construed
in accordance with the laws of the State of California without regard to its conflicts of laws provisions. You agree that
the exclusive jurisdiction for any action relating to this License Agreement will
be in the federal or state courts of California.
DEFINITIONS
The Definitions presented below are for general information only,
and do NOT grant any additional rights not specifically defined elsewhere in this User License Agreement.
Cue Sheet: Used by performance rights organizations for distribution of
royalties collected from licensed TV networks and Cable channels. These royalties are paid by the TV networks and Cable
channels and are generally not paid by the producers of video programs. For both creative and commercial broadcast
productions, cue sheets information should always be provided to AudioSparx or its designated publishing agent.
Performance Rights Organizations: An organization (ASCAP, BMI, SESAC, SOUNDEXCHANGE, SOCAN, PRS,
etc.) that represents its members (composers and publishers) by licensing, collecting and distributing
performance royalties for certain types of public and broadcast performances of copyrighted works.
Motion Picture: As it is used in this User License Agreement, a motion picture is
defined as a production whose primary function is non-broadcast theatrical presentations where showings of
the project occur on the same day(s) in multiple theaters and a fee for viewing is charged to the general
public.
Motion Picture Trailer: As it is used in this User License Agreement, a motion picture
trailer is defined as a film advertisement. They are typically shown before the screening of another movie, at
a cinema where the films will be exhibited, and/or in the lobby, and/or on the Internet. They are commonly
known as "previews of coming attractions", although they could be any type of advertisement.
Per Project Reproduction Allowance: This represents the number of units that may be replicated or duplicated for any
one project containing the music. For example, a piece of music may be used in a single production/project and
reproduced up to the number of units allowed. The same piece of music may NOT be used in other different
productions/projects, nor can reproductions of the production/project exceed the maximum allowance.
License Territory: Licensee may utilize the licensed content in their
project or production strictly in the geographical territory if any limited territory is specified in the License
purchased by Licensee
License Term: Licensee may utilize the licensed content in their project or production for the limited time
period if any such limited time period is specified in the License purchased by Licensee.
Direct License: For some licensing options, AudioSparx provides a direct license to the
Licensee for the right to perform licensed track in a public performance. Except where stated specifically for a specified use,
AudioSparx does not convey a direct license.
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