This agreement is the end user license agreement (this “Agreement”) between Authentic Soundware LLC (“Licensor”, “us”, “we” and “our”) and the individual end user who purchased or received the Sounds (as defined below) from Licensor (“Licensee” and “you”). This Agreement governs your use of our Sounds.
- The content, audio files, audio loops, software, samples, midi files, virtual instruments, and patches of the Licensor provided by us and downloaded by you (collectively, “Sounds”) are licensed, not sold, to Licensee by Licensor. Subject to the terms of this Agreement, Licensor grants to you a non-exclusive, non-transferable, revocable license to use the Sounds as permitted by this Agreement. This non-exclusive, non-transferable, revocable license is granted only to the individual end user (i) who has lawfully purchased the Sounds directly from Licensor or a distributor authorized by Licensor or (ii) to whom Licensor delivered the Sounds. Licensor may terminate this license at any time and with immediate effect by giving written notice to you by e-mail (at your current address on file with us) if you fail to comply with any terms or conditions of this Agreement. Once this license is terminated, you must stop using the Sounds immediately.
- All Sounds (and any and all copies thereof) are and remain the property of Licensor and are licensed only for use in the creation of a live or recorded performance that includes the licensed Sounds as part of a musical work created by Licensee (a “Musical Work”). The Sounds cannot be used for any other purpose. Licensee may not sell, rent, lease, sublicense, lend, gift, distribute or otherwise transfer all or any part of any of the Sounds in any format or via any medium, except as part of a Musical Work as permitted by this Agreement.
- Licensee may modify and use the Sounds as part of a Musical Work in combination with other sounds for personal or commercial purposes, such as film & tv soundtracks, video productions, radio/TV programs, podcasts, commercials, video games, multimedia presentations, public performances, and other similar musical contexts as permitted by this Agreement. For certainty, the Sounds may be used in the creation of original music for production music libraries, subject to sections 4 & 5 below. The Sounds may not be included, whether unmodified or as part of a Musical Work, in any sample library product (such as virtual instruments, sample packs, sound kits, loop packs, etc).
- Licensee may use Sounds that are virtual instruments (i.e. playable, multi-sample instruments, such as Kontakt and Ableton sampler patches), as distinct from audio loops (see section 5), to create original music for a production music library, also known as “stock music” or “library music,” provided such virtual instruments are used in a Musical Work.
- Licensee may use Sounds that are audio loops (a grouping of Sounds that can be repeated to create a continuous composition), including Sounds that are audio loops delivered in Kontakt format, for the creation of original music for a production music library, also known as a "stock music library" or "library music," if the following terms and conditions are met: (1) the audio loops must be used in combination with other musical elements that contribute significantly to the composition; (2) the entire audio loop cannot be used in isolation at any point in the composition; and (3) for loop libraries delivered in construction kit format, the “full version” or “demo track” cannot be used for the creation of production music.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN WARRANTIES, SO THE FOLLOWING DISCLAIMERS MAY NOT APPLY TO YOU AND YOU MAY HAVE ADDITIONAL RIGHTS.The Sounds are licensed 'as is' without representations or warranties of any kind, express or implied. To the fullest extent permissible under applicable law, Licensor does not make and hereby disclaims any and all guarantees, representations or warranties, of any kind, whether express, implied, statutory or collateral, including, without limitation, as to (i) the suitability of the Sounds for the particular purpose of Licensee and (ii) non-infringement of third party rights. You assume all responsibility and risk for selecting the Sounds to achieve your intended results and for the use of and results obtained from the Sounds.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY, INCLUDING LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE FOLLOWING LIMITATION MAY NOT APPLY TO YOU AND YOU MAY HAVE ADDITIONAL RIGHTS.TO THE FULLEST EXTENT OF APPLICABLE LAW, LICENSOR AND OUR DIRECTORS, OFFICERS, PARENTS, SUBSIDIARIES, AFFILIATES, MEMBERS, EMPLOYEES, AGENTS, SUCCESSORS AND ASSIGNS SHALL NOT BE LIABLE TO YOU, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR ANY OTHER LEGAL THEORY, FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOST SAVINGS, PROFITS, OR GOODWILL, WHETHER OR NOT WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM OR ARISING OUT OF USE OF THE SOUNDS. FOR ANY OTHER DAMAGES, OR TO THE EXTENT THAT THE FOREGOING LIMITATION IS NOT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF LICENSOR AND OUR DIRECTORS, OFFICERS, PARENTS, SUBSIDIARIES, AFFILIATES, MEMBERS, EMPLOYEES, AGENTS, SUCCESSORS AND ASSIGNS IN CONNECTION WITH OR UNDER THIS AGREEMENT OR YOUR USE OF THE SOUNDS, OR FOR ANY OTHER CLAIM, EXCEED THE ACTUAL PRICE PAID BY YOU FOR USE OF THE SOUNDS. FOR CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THIS AGREEMENT WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT.
- Licensee will indemnify and hold harmless Licensor, its parents, subsidiaries, affiliates, directors, officers, employees, agents, contractors, successors and assigns with respect to any claim, demand, cause of action, damages, losses, interest, penalties, debt or liability, including, without limitation, attorneys’ fees or other costs or expenses of any kind or nature, arising from: (i) the use by Licensee of the Sounds in whatever form; (ii) your breach of any provision of this Agreement; or (iii) your violation of any law or the rights of a third party (including without limitation intellectual property rights).
- Downloading, copying or otherwise using any of the Sounds constitutes acceptance of the terms of this Agreement.
- This Agreement will be governed by the laws of the State of New York. Except as restricted by applicable law, you hereby consent to the exclusive jurisdiction and venue of courts in the State of New York in all disputes arising out of or relating to this Agreement or the use of the Sounds.
- Either party’s failure to insist upon or enforce strict performance of any provision of this Agreement will not be construed as a waiver of any provisions or right.
- If any of the provisions contained in this Agreement are determined to be void, invalid or otherwise unenforceable by a court of competent jurisdiction, such provision will be severed from this Agreement and all other provisions of this Agreement will remain in full force and effect.
- If you have any questions about these terms, you may contact us by email.