• 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

LICENSING MODES
All Tracks listed on the Site are available for license on a Pay-Per-Track basis. Additionally, many of the sounds effects and loops on the Site are also available for license on a Subscription basis, which gives you download access to multiple Tracks without having to license each one individually.

All Tracks on the Site are available for commercial use on the basis of either a Needle-Drop license (i.e. a limited license with a specific term, territory, media, etc.) or a Buyout License (i.e. for use in all media, in perpetuity, throughout the world and Universe), or both.

Generally, Music Tracks are available by both Needle-Drop licensing and Buyout 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 copyright owner of such Tracks. Sound effects, beats, and loops are generally available on a Buyout license basis. 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.

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 generally available for Buyout 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 on a Buyout basis for use in all media, in perpetuity, throughout the world and Universe, 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 only to our sound effect download subscription option).

For any Track that is licensed through our download subscription option, you may use such tracks on a buyout basis (in all media, in perpetuity, throughout the universe).

All premium content tracks, labeled with (including music tracks), are excluded from download within the context of a subscription and must be licensed separately on a pay-per-track basis.

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.

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.

BACKGROUND
This License Agreement governs the terms by which you (hereinafter "you" or "Client"), as a client user of this website, obtain the right to use music tracks, sound effects, loops, soundpacks, musicpacks, composerpacks and all other media content available at this web site (the "Site"). This is a fairly lengthy document, and it contains many important provisions that affect Client's rights and obligations. Please read this License Agreement carefully prior to licensing any tracks here.

GENERAL TERMS
All music tracks and other types of audio content available for license here (hereafter "Tracks") are licensed on strictly a non-exclusive basis with either a limited license or with an unlimited license, depending on the type of license selected by Licensee during the purchase process.

For any music Tracks and MusicPacks (hereafter "Music") purchased by Licensee with a limited license, Licensee may use the Music strictly within context of a single project the Music was licensed for, under the license terms and parameters as selected by Licensee during the licensing process. For an unlimited Buyout license, Licensee may use the Music Tracks strictly in context of the single project that the Music was licensed for, within all media, in perpetuity, throughout the world and Universe.

For all other non-music content, such as sound effects and instrument sounds (hereafter "Non-Music Content"), purchased by Licensee with a limited license, Licensee may use the Non-Music Content strictly within context of the single project the Non-Music Content was licensed for. For an unlimited "Buyout" license, License may use the Non-Music Content in multiple projects, within all media, in perpetuity, throughout the world and Universe.

The copyrights in all Tracks available for license herein are either fully owned by AudioSparx, or AudioSparx is fully authorized by the copyright owner to sub-license the Tracks. For Music Tracks, this includes both the sound recording ("Master") and, for Music, the underlying musical composition ("Composition"). Licensor and/or its vendors shall at all times retain all copyrights and related intellectual property rights with regard to the marketing, sales and sub-licensing of the Tracks and any infringement by Licensee thereof shall become an actionable violation of this license. The license rights granted herein are conveyed to Licensee strictly on a non-exclusive basis.

GRANT OF RIGHTS
The rights granted for the use of the Tracks licensed herein are based upon the licensing options available on Licensor's web site as well as the licensing options and parameters as selected by Licensee. These rights may include one or all of the following, depending on the licensing options as selected by the Licensor:

1. Synchronization Rights
The right to use the Tracks "synced" with visual images as part of your project or production as specified in Schedule A below.

2. Mechanical Rights
The right to re-record, duplicate and release the Tracks as part of your production in the media you select (e.g. CD, DVD, etc).

3. Public Performance Rights

Direct License for Non-Broadcast, Non-Internet Uses - For use of music Tracks licensed herein within any media other than television, radio, and Internet, a limited direct license is provided by this license, meaning that no performance royalties shall be due from Licensee to Licensor nor to any Performing Rights Organizations (hereafter "PRO") such as ASCAP, BMI, PRS for Music, etc. for such non-broadcast uses of any music Tracks licensed herein.

Limited Direct License for Internet Uses - For use of music Tracks licensed herein on the Internet, a limited direct license is provided by this license, meaning that no performance royalties shall be due from Licensee to Licensor nor to any Performing Rights Organizations (hereafter "PRO") such as ASCAP, BMI, PRS for Music, etc. However, in the event that the hosting service provider pays performance royalties for any content that is hosted on its service (e.g. YouTube), then any media content that is deployed to that service provider's system by Licensee shall be eligible for, and shall earn its prorated share of any performance royalties, as paid by the hosting service provider, for the sole benefit of the composer(s), lyricist(s) and/or publisher(s) of the music Tracks licensed herein. Licensee shall not share in, nor be eligible to earn any performance royalties as paid through the PROs by the hosting service provider.

Internet Monetization Via Ad Revenue - For any use on the music Tracks licensed herein on video sharing sites such as YouTube, if the video site provides an opportunity for content uploaders to monetize content on the video site via ad revenue, Licensee is entitled to monetize their video(s) if they desire to do so, for their sole benefit. By virtue of this license, Licensee's right to monetize their video(s) supersedes any other competing monetization claims that may exist from any third parties, and any such claims from third parties should be revoked and eliminated by the video sites. To clarify, this license shall serve as legal notice to any such video sharing/video hosting sites to immediately remove any competing monetization claims from any third parties such that the Licensee named herein may monetize their video(s) for their sole and exclusive benefit.

Performance License Exclusion for TV and Radio Uses - For use of music Tracks licensed herein on television and radio, this Agreement does NOT include a performance license. Such so-called "broadcast" uses require the payment of performance royalties by the broadcaster of the production to the appropriate PRO in the country(s) of broadcast. This is true whether the production is a show, commercial, infomercial, film, video or audio-only program or any other type of production for television or radio use.

Broadcasters Obligated to Pay Performance Royalties - If Licensee is not a television or radio station, broadcaster, or network, and is not the actual broadcaster of the production, Licensee does NOT have to pay performance royalties to any PRO in relation to the license of Tracks herein. Otherwise, if Licensee is a television or radio station broadcaster or network, then performance royalties for use of music Tracks licensed herein within a television or radio production which Licensee broadcasts requires the payment of performance royalties to the applicable PRO(s) in the country(s) of broadcast, at standard rates as charged by the PRO(s) in such country(s), typically in the form of an annual blanket license for music performance rights. These PRO(s) shall then provide the public performance license, covering the public broadcast or transmission of Licensee's production which includes one or more music Tracks as licensed herein.

See details further below for the usage details and specific license rights granted for each type of licensing option available here at this Site.

PROHIBITED USES

1. Licensee may not re-record or creatively alter or modify any Tracks in any way without written consent of Licensor. Licensee may, however, edit the Tracks to fit the needs of their production, including adjusting duration, volume, equalization, tempo or pitch.

2. Licensee may not integrate any music Tracks, as found in the Music part of the AudioSparx web site and represented in this agreement, into Licensee's own music tracks or music compositions for the purpose of creating new copyrightable derivative music works or productions. Licensee may, however, integrate any Tracks from the Sound Effects and Instruments part of the AudioSparx web site into Licensee's own derivative music works and productions.

3. Licensee may not claim ownership or authorship of the Tracks licensed herein.

4. Licensee may not sell, give away or trade the Tracks licensed herein to any other individual or party, although the Tracks herein can be sold only if embedded within Licensee's derivative production which integrates the Tracks, as permitted with limitations identified in section 2 above. The stand-aline Tracks may not be resold, traded or given away as part of other music or audio-related collections, in part or in whole.

5. Licensee may not sell, rent, lend, give away or otherwise distribute the Tracks contained herein as cell phone ringtones.

6. Licensee may not resell, license or otherwise distribute the Tracks licensed herein "as is" (i.e. separate and apart from being embedded in a Derivative Work), either individually or in a collection, on audio-only CDs or other media or in any kind of audio-only format without first negotiating with and licensing the content on a per-CD or per-unit royalty rate from Licensor. For any Sound Effect Tracks and Instrument Tracks licensed herein, such tracks may be embedded into an audio-only song or other audio-only Derivative Work, and such audio-only Derivative Work may be freely sold and distributed without any requirement to pay residual royalties of any kind to Licensor for such use of the Tracks. Such permitted audio-only Derivative Works must not be simply a packaging or repackaging of the Tracks licensed here, for the purposes of reselling or redistributing the Tracks as is, but must be a transformative work that integrates or embeds the Tracks in a creative and transformational manner.

7. Licensor may not record lyrics over the top of any of the Music Tracks available at AudioSparx and copyright such new work nor release the new song as an audio-only release on CD or any other media. Adding vocals to a Music Track can create a new copyrightable derivative song and, as such, uses of the music available at AudioSparx in this manner is STRICTLY PROHIBITED. Licensee may, however, add dialog or in-context singing (vocals) on top of the Music Tracks licensed herein for uses in scenes within film and TV productions, provided that such vocal overlays or enhancements do not give rise to a separate copyrightable audio work and Licensee does not intend to create such a new copyrightable audio work.

8. Licensee may not distribute the Tracks independently of a derivative product or 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.

9. Licensee may not alter or delete any "watermark" or other ordinarily imperceptible identifier embedded within the Tracks.

10. Licensee may not distribute the Tracks in native format or reformatted, filtered, re-synthesized or otherwise edited, for use by any third party as sounds, music, multi-sounds, samples, multi-samples, programs or patches in a sampler, sample playback unit, website, compact disc (CD), DVD, computer, software or mobile phone.

11. Licensee may not utilize the Tracks for any type of Generative AI uses or Machine Learnings uses in general. Such licensing is always conducted on a custom-licensed basis. Please contact us via the CONTACT option at the top of the website to inquire about a license for this type of intended usage and let us know some details of your desired use and we will respond quickly.

For questions about these licensing restrictions please contact Licensor to discuss your desired use of the Tracks.

PRODUCTION CREDIT REQUIREMENTS
If any music Tracks licensed herein are used in an audio/visual production where credits are accorded to other providers of licensed material, then for such Tracks a production credit shall be accorded in equal size and comparable placement to other such music credit(s), substantially in the form "Music provided by AudioSparx" with additional credits for the composer(s) and publisher(s) of each Track. Failure to provide the production credit as required herein shall render this agreement null and void and Licensee's use of the Tracks licensed herein shall immediately become an infringing use, subject to legal claim for copyright infringement. For sound effects and instrument sounds, a production credit is optional and shall be provided at Licensee's sole discretion in the format of Licensee's choosing.

CUE SHEET INFO
For any uses of music Tracks licensed herein within a production that is broadcast on television or radio, Licensee is strictly required to provide to Licensor a completed cue sheet detailing the use of all music tracks utilized in Licensee's production, including each music Track licensed herein that is used within the production, so that Licensor may file the cue sheet with the appropriate PRO(s). For the avoidance of doubt, no such cue sheet is required in connection with in-theater showings or via internet streaming for any and all purposes including, without limitation, educational uses.

By licensing and downloading music Tracks herein, Licensee hereby agrees to provide required cue sheet information to Licensor. Any failure to provide required cue sheet information to Licensor within not more than two months after Licensee's production work has been completed and the production has been released for broadcast in any country shall render this agreement null and void and Licensee's use of the Tracks licensed herein shall immediately become an infringing use, subject to legal claim for copyright infringement.

The relevant track-specific composer and publisher information for music Tracks licensed herein is listed to facilitate Licensee's inclusion of this information within their production's cue sheet. If the Tracks licensed herein are contained within a MusicPack, please contact Licensor to obtain the cue sheet information for the tracks within the MusicPack.

REPRESENTATIONS AND WARRANTIES
Licensor represents and warrants that (1) Licensor has all necessary rights, title and authority to enter into and perform this Agreement; and (2) Licensee's use of the Tracks in accordance with this Agreement and in the form delivered by Licensor will not infringe, violate or misappropriate any copyright, moral right, trademark and/or other intellectual property right of any third party and will not violate any right of privacy or right of publicity, nor give rise to any claim of copyright infringement. 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 defend, 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 and costs) which may arise as a result of or in connection with or that result from any breach of either party's representations and warranties. Each party's obligations hereunder are conditioned upon the indemnified party giving prompt written notice to the indemnifying party of any claim, action, suit or proceeding. 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 or lead in the defense of such claim, at the notified party's sole expense, with counsel of the notified party's choice. Licensor will have full authority to resolve any claim on terms that (a) it deems acceptable and (b) do not impose upon Licensee any financial or other obligation without Licensee’s consent.

REMEDIES
Parties' rights and remedies in the event of a breach or an alleged breach of this agreement by defaulting party shall be limited to affected party's right, if any, to recover damages in an action at law. Notwithstanding the foregoing, no failure by either party to perform any of its obligations herein shall be deemed to be a breach hereof, unless the other party has given written notice of the alleged breach and allowed 30 days for the breaching party to cure said breach following such notice. 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.

RESOLUTION OF OUT-OF-LICENSE SCOPE USES
For variant-priced Tracks, for any such Tracks licensed herein, if it then comes to the attention of Licensor that the licensing options you have chosen are not appropriate for your intended or actual use of the Tracks, Licensor reserves the right to adjust your license, as described below, to correct it for your intended or actual use of the Tracks. You agree that Licensor has the right to correct your license in this situation and if additional monies are due and owing to Licensor, that you agree to pay the difference in order to obtain the correct license for your intended or actual use of the Tracks. Since you will have already downloaded the Tracks and Licensor cannot take back the Tracks, you agree that this is the only equitable solution and you will not dispute the Additional Fee Charged to correct your license fee for the Tracks. Failure to compensate Licensor for the Additional Fee Charged shall render this agreement null and void and Licensee's use of the Tracks shall immediately become an actionable infringing use, subject to legal claim for copyright infringement.

NON-PAYMENT
Should Licensee receive and use the Tracks licensed herein in advance of making payment for this license (i.e. a purchase on credit, or via Licensor's Studio Download Privileges program), if payment is not disbursed by Licensee and received by Licensor within ninety (90) days after Licensee's production or project integrating the Tracks licensed herein has been completed and released for broadcast, distribution or other live production use, in any country, this shall render this agreement null and void and Licensee's use of the Tracks licensed herein shall immediately become an actionable infringing use, subject to legal claim for copyright infringement.

NO REFUNDS
Licensor generally does not provide refunds. You have the full opportunity to preview all Tracks before you license them or commence a paid subscription. Once you have subscribed or made a pay-per-track purchase and downloaded any track, we have no way to take back or remove the Tracks that you may have downloaded. Consequently, all sales are considered to be final. Any request for a refund, in part or in full, must be submitted in writing via the CONTACT option at the top of the Site. All refund requests 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. Please note that changing your mind about utilizing a track, or deciding that you can't afford the purchase after the fact, are not grounds for Licensor to issue a refund.

ETHICAL UNDERTAKING
Acceptance and execution of this license agreement shall deemed to be a confirmation by the Parties to each other that no benefit, either in cash or kind, has been provided by either Party to any officer or employee, or any relative or associate of any officer or employee, of the other party or any of its associate companies, in order to secure this license agreement, and; an undertaking that will not provide any benefit, either in cash or kind to any such officer, employee, relative, or associate as reward or consideration either for securing this contract or any other matter relating to this contract.

ACCURATE INFORMATION & INFORMATION SECURITY
You agree that all information that You provide to Licensor 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 Licensor's 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 Licensor to prevent unauthorized use or distribution thereof.

JURISDICTION
This License Agreement is made in Florida, and shall be governed by and construed in accordance with the laws of the United States of America and of the State of Florida. Any cause of action of Licensee with respect to this agreement must be instituted within one year after the claim or cause of action has arisen or further action is barred.

BINDING AGREEMENT
This is a legal binding agreement between Navarr Enterprises, Inc. (dba AudioSparx) and Licensee (or Alternate Licensee if this license is assigned to an Alternate Licensee) and shall inure to the benefit of the respective successors and/or assigns of the parties hereto, provided, however, that Licensee (or Alternate Licensee) shall remain liable for the performance of all terms and conditions of this Agreement. Download of any Track or Tracks from Licensor's web site by Licensee constitutes acceptance of these terms. This agreement represents the full and complete understanding between the parties. AudioSparx reserves the right to modify the Terms & Conditions agreement, as well as the AudioSparx Content License Agreement, as necessary at any time. For vendors participating in the AudioSparx Content License Agreement, vendor agrees to periodically review both agreements on at least an annual basis and, should vendor disagree with any changes, in either agreement, AudioSparx shall release vendor from the Content License Agreement. If any clause of this agreement is held to be invalid, the agreement continues in effect with all other clauses in effect.