IMPORTANT-READ CAREFULLY: This SXFSource End-User License
Agreement (“EULA”) is a legal agreement between you (either an individual or a
single entity) and Adam Johnson, Inc. dba SFXSource (“SFXS”) for the SFXS Audio
Content you have licensed which includes the following: (i) sound effects, (ii)
music, (iii) songs, (iv) any sound recording embodying (i), (ii), or (iii); and
(v) any printed, online or electronic documentation (“SAC”). By licensing,
copying or otherwise using the SAC, you agree to be bound by the terms of this
EULA. If you do not agree to the terms of this EULA, do not use the SAC.
Copyright laws and international copyright treaties, as well as other
intellectual property laws and treaties protect the SAC. The SAC is licensed,
not sold, and the rights granted here are validated by proof of purchase.
Except to the extent necessary to effectuate the specific uses for which you
have contracted with SFXS, the rights granted herein are non-transferable, and
all rights not expressly granted to you hereunder are reserved by SFXS.
1. GRANT OF
LICENSE. In consideration of your payment of the license fee, which is a
portion of the price, if any, you paid, SFXS grants to you and your assigns (subject
to the transfer limitations herein), those limited, non-exclusive world wide
rights listed below for which you have contracted with SFXS and paid the
appropriate license fee.
(a) Web. The right
to use SAC as part of a personal or commercial web site or webcast but only
together with images, text, or other visual/audio content, in such a way that
SAC is used in a supporting/secondary role, and is not the main content of web
site (hereinafter “Web Site Element”); provided, however, that neither SAC nor
any portion thereof may be resold or redistributed, except to the extent
permitted under U.S. copyright law.
(b) Television Broadcast (Laser Drop Sync). The right to
include SAC in local, regional, national, and international terrestrial, cable
and satellite television broadcast productions, including commercials,
programs, promos, intros, extras, headers, PSA's, infomercials, and jingles,
but only in timed relation or synchronization with sequences, intermissions and
visuals contained within the broadcast production in question. This license
does not include performance rights. BMI licenses and administers the
performance rights to SAC. As a licensee of SAC, you must abide by all
applicable BMI regulations regarding timely cues sheet submissions, including
proper logging of stations, networks and air dates. If SAC is used in a
commercial television spot, you shall send a copy of the final spot to SFXS for
proper submission to the applicable performing rights society. Musical
compositions licensed by SFXS may not be used together with other musical
elements to create a separate derivative musical composition on which you claim
a separate copyright (i.e., you are not permitted to combine SAC with other
musical elements and claim copyright to a new and distinct music composition on
which you would licenses separate performance rights, etc.)
(c) Radio Broadcast (Laser Drop). The right to include SAC in terrestrial,
cable and satellite radio broadcast productions, programs, PSA’s, infomercials,
commercials, and jingles, but only in timed relation to other audio production
elements (e.g., SAC can serve as a jingle underscore or background music laser
drop but it cannot be used alone as a featured element in a radio broadcast).
This license does not include performance rights. BMI licenses and administers
the performance rights to SAC. As a licensee of SFXS, you must abide by all
BMI rules and regulations regarding timely cue sheet submissions, including
proper logging of stations, networks and air dates. If SAC is used in a
commercial radio, you shall send a copy of the final spot to SFXS for proper
submission to the applicable performing rights society. Musical compositions
licensed by SFXS may not be used together with other musical elements to create
a separate derivative musical composition on which you claim a separate
copyright (i.e., you are not permitted to combine SAC with other musical
elements and claim copyright to a new and distinct music composition on which
you would licenses separate performance rights, etc.)
(d) Film and Video (Non-Television). The right to include
SAC in film and other video production, including trailers, previews, intros,
extras, headers, student films, project films or other short video productions,
either for commercial or personal use. This film and video use shall include
home video, including videocassettes, DVD’s, and CD-ROMs, but only in timed
relation or synchronization with sequences, intermissions and visuals contained
within the videocassette, DVD or CD-ROM (including console, PC, and handheld
games) in question.
(e) Compact Disc. The right to include SAC as part of a
sound recording and to mechanically reproduce copies of said sound recording in
compact disc format or any other similar configuration no known or hereinafter
invented; provided, however, that SAC may only be used in timed relation to
other production elements, and may never be used as a feature element (e.g.,
SAC can be used as an “underscore” or “bed” for a narration on a yoga CD, but
it cannot be its own separate music or sound effect track on a compact disc or
collected together and exploited on a compact disc with other music tracks or
sound effects).
(f) Software. The right to use SAC as part of a software
program (including a software based game); provided, that (i) SAC must be
synchronized within the software package; and (ii) without an additional
license from SFXS, SAC cannot be used (A) in commercial software whose primary
purpose is to play back sound effects in a standalone manner that is not
time-synchronized with a moving visual image, and where the sole intent of the
sounds is to create an audible “notification” for the end user (e.g., ring tone
software, alarm clock software, etc), (B) as part of an instant messaging
application, (C) automated html template authoring service or application, (D)
flash authoring service or application, or (E) other media authoring service or
application library. Notwithstanding the foregoing, personal, noncommercial use
of the sort described in 1 (f)(ii)(A) above is permitted and does not require
an additional license.
(g) Ring Tones. The right to
use SAC as a personal ring tone. SAC may be downloaded as a ring tone for one
mobile device per download. The right to use SAC as a ring tone is not transferable
among or between devices. Notwithstanding the foregoing, SAC cannot be used as
a commercial ring tone or ring back without an additional license agreement
with SFXS. Please contact SFXS for more details.
(h) Podcast. The right to include SAC as part of a sound recording and to
mechanically reproduce copies of said sound recording in a downloadable digital
audio file format (e.g., mp3, .wav, WMA) or any other similar configuration now
known or hereinafter invented; provided, however, that SAC may only be used in
timed relation to other production elements, and may never be used as a
featured element (e.g., SAC can serve as a “bumper,” “underscore,” or “bed” for
a narration of a Podcast, but it cannot be its own separate music or sound
effect track on a Podcast or collected together and exploited on a Podcast with
other music tracks or sound effects).
(i)Live Use. The right to use SAC for corporate, theatre and competition
use, such as live performances, presentations, seminars and meetings, as well
as for small business professional uses of a local nature (i.e., may be used in
one location per license). However, because the public performance rights to
SAC music may be governed by BMI, you must submit records of all applicable
performances to BMI and abide by all applicable BMI rules and regulations.
2. TERM. The
term of the rights granted in this EULA is ninety-nine (99) years from the date
you contracted with SFXS.
3. EDITING
AND LOOPING. In the context of the permitted uses listed in Section 1 above,
you may excerpt portions of the SAC and edit and/or loop each such portion to
extend its length for creative, technical, or timing purposes, subject to the
terms, conditions, and limitations set forth herein.
4. SAC
OWNERSHIP. As the licensee, you own any tangible object (e.g., a CD) on which
the SAC is recorded or fixed. Notwithstanding the foregoing, SFXS retains full
and complete title to the SAC and all subsequent copies of the SAC, regardless
of the media or form on or in which the original copies may exist. The License
is not a sale of the original SAC or any of the underlying material.
5. COPYRIGHT. Copyright laws and international treaty
provisions protect the SAC (including, but not limited to, any images,
photographs, animations, video, audio, music, text, and “applets” incorporated
into the SAC). Any copies of the SAC are owned by SFXS. You must treat the SAC
like any other copyrighted material, except that you may make copies as
provided in this EULA. You may not copy any printed materials accompanying the
SAC.
6.RESTRICTIONS ON USE.
(a)
Other than in the context of the specific uses listed in Paragraph 1,
above, and in Paragraph 6(b), below, you may not do the following: (i)
electronically transfer the SAC or make the SAC available to multiple computers
over a network system; (ii) distribute copies of the SAC or accompanying
materials to others; (iii) embed SAC in any standalone element without an
additional license from SFXS; or (iv) modify, adapt, translate, reverse
engineer, decompile, disassemble, or create derivative works based on the SRA
or its accompanying printed or written materials (e.g., you are not permitted
to combine musical elements and claim copyright to a new and distinct musical
composition to which you would license separate performance rights, etc.);
(b) Notwithstanding Paragraph 6(a)(iv), above, sounds
effects licensed by SFXS may be used together with other elements to create a
separate derivative musical composition to which you claim a separate
copyright; however, one of more of SFXS’s sound effects may not be mixes with
another SFXS sound effect or third party sounds effects to create a derivative
sound effect to which you claim a separate copyright (i.e., you cannot make a
new sound effects using SFXS sound effects as building blocks and then exploit
them as part of a third party sound effect library, compilation or otherwise).
7. TRANSFER RESTRICTIONS. Except to the extent necessary
to effectuate the specific uses for which you have contracted with SFXS, you
shall not assign, rent, lease, sell, sublicense, or otherwise transfer the SAC
to another party without prior written consent of SFXS. Any party authorized
by SFXS to receive the SAC must agree to be bound by the terms and conditions
of this Agreement.
8. TERMINATION. SFXS may terminate this EULA if you fail
to comply with the terms and conditions herein. Any such termination shall be
without prejudice to any of SFXS’s other rights, and, in the event of such
termination, you must destroy all copies of the SAC and all of its component
parts.
9. WARRANTY. SFXS warrants that it is permitted to grant
the rights set forth herein. SFXS expressly disclaims any other warranty on
the SAC. The SAC and any related documentation is provided “as is” without
warranty or condition of any kind, either express or implied, including,
without limitation, the implied warranties and conditions of merchantability,
or fitness for a particular purpose, and except to the extent of the specific
warranty herein, the entire risk arising out of use of performance of the SAC
remains with you.
10. INDEMNIFICATION.
SFXS shall indemnify, hold harmless and defend you against any third party
action brought against you to the extent that such action is based on a claim
that the unmodified SAC, when used in accordance with this agreement, infringes
a United States copyright. SFXS shall pay all costs, settlements and damages
finally awarded on such a claim; provided that you (a) notify SFXS in writing
promptly but in no event later than 30 working days after receipt of notice of
the injury or claim of suit, with same identified so as to advise SFXS that it
is related to the SAC; (b) give SFXS sole control of the defense and settlement
thereof; and (c) provide all reasonable assistance in connection therewith. If
any SAC is finally adjudged to so infringe, or in SFXS’s opinion is likely to
become the subject of such a claim, SFXS may, at its option, either: (i)
procure for you the right to continue using the SAC, (ii) modify or replace the
SAC to make it noninfringing, or (iii) refund the fee paid, less reasonable
depreciation, upon return of the SAC. SFXS has no liability regarding any claim
arising out of: (y) use of the SAC in combination with non-SFXS software, data
or equipment if the infringement was caused by such use or combination, or (z)
any modification or derivation of the SAC not specifically authorized in
writing by SFXS. The foregoing states the entire liability of SFXS and your
exclusive remedy relating to infringement or claims of infringement of any
copyright or other proprietary right by the SAC.
11. LIABILITY FOR
DAMAGES. Except as provided in Paragraphs 9 and 10 above, neither SFXS nor its
suppliers are liable for any damages whatsoever (including, without limitation,
damages for loss of business profits, business interruption, loss of business
information, or any other pecuniary loss) arising out of the use of or
inability to use any SFXS product, even if SFXS has been advised of the
possibility of such damages. Except as provided in Paragraph 9 above, SFXS’
entire liability under any provision of this License is limited to the greater
of the amount you actually paid for the SAC or U.S. $5.00. Because some
states/jurisdictions do not allow the exclusion or limitation of liability for
consequential or incidental damages, the above limitation may not apply to you.
12. GOVERNING LAW. The
laws of the Commonwealth of Virginia govern this EULA, and exclusive
jurisdiction for any suit hereunder is in the state courts located in Arlington,
Virginia or in the United States District Court for the Eastern District of
Virginia, Alexandria Division.
