END USER LICENSE AGREEMENT FOR SFXSOURCE AUDIO CONTENT (EULA)
IMPORTANT-READ CAREFULLY: This SFXSource 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 mixed 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.
AJI TERMS OF USE FOR SFXSOURCE.COM
Ownership
Welcome to the SFXSource web site at www.sfxsource.com (Site) which is owned by Adam Johnson, Inc. (AJI). This Site is operated by AJI and materials on the Site are owned, for the most part, by AJI. The Site may also include materials owned by third parties and posted on the Site by virtue of a license, grant or some other form of agreement between the third party and AJI.
AJI has created this Site for your personal enjoyment, entertainment and education. However, you are only authorized to access this Site or to use the materials contained in the Site (regardless of whether your access or use is intended) if you agree to abide by all applicable laws, and to these Terms of Use which constitute an Agreement between you and AJI. Please read these Terms of Use carefully and save them. If you do not agree with them, you should leave this Site immediately. Any questions or comments regarding, or problems with, this Site should be sent to the Site Administrator at contact@sfxsource.com
AJI reserves the right to modify or amend this Agreement without notice at any time. It is therefore important that you read this page regularly to ensure you are updated as to any changes.
If you become aware of misuse of this Site by any person, please contact the Site Administrator with your concerns.
Access and Use
All materials contained in this Site are protected by United States and international trademark and copyright laws and, except as otherwise permitted, must only be used for personal, non-commercial purposes. This means that you may only view or download material from this Site for your own use and you must keep all copyright, trademark and other proprietary notices attached to the downloaded material.
The reproduction, duplication, distribution (including by way of email, facsimile or other electronic means), posting, publication, modification, copying or transmission of material from this Site is strictly prohibited unless you have obtained the prior written consent of AJI or unless it is expressly permitted by this Site. The material covered by this prohibition includes, without limitation, any text, graphics, logos, photographs, sounds, music, audio or video material or stills from audiovisual material available on this Site. The use of materials from this Site on any other Web site or networked computer environment is similarly prohibited. Requests for permission to reproduce or distribute materials found on this Site can be made by contacting AJI in writing at contact@sfxsource.com
Except as expressly permitted herein, you are also strictly prohibited from creating works or materials that derive from or are based on the materials contained in this Site including, without limitation, sounds, musical compositions, scores, songs, fonts, icons, link buttons, wallpaper, desktop themes, online postcards and greeting cards and unlicensed merchandise. This prohibition applies regardless of whether the derivative materials are sold, bartered or given away.
Your Use of the Site
You may not use any “deep-link”, “page-scrape”, “robot”, “spider” or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the Site or any content thereon, or in any way reproduce or circumvent the navigational structure or presentation of the Site or any content, to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Site. AJI reserves the right to bar any such activity.
You may not attempt to gain unauthorized access to any portion or feature of the Site, or any other systems or networks connected to the Site or to any server, or to any of the services offered on or through the Site, by hacking, password “mining” or any other illegitimate means.
You may not probe, scan or test the vulnerability of the Site or any network connected to the Site, nor breach the security or authentication measures on the Site or any network connected to the Site. You may not reverse look-up, trace or seek to trace any information on any other user of or visitor to the Site, or any other customer of AJI, to its source, or exploit the Site or any service or information made available or offered by or through the Site, in any way where the purpose is to reveal any information, including but not limited to personal identification or information, other than your own information, as provided for by the Site.
You agree that you will not take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Site, or any systems or networks connected to the Site.
You agree not to use any device, software or routine to interfere or attempt to interfere with the proper working of the Site or any transaction being conducted on the Site, or with any other person’s use of the Site.
You may not forge headers or otherwise manipulate identifiers in order to disguise the origin of any message or transmittal you send to AJI on or through the Site or any service offered on or through the Site. You may not pretend that you are, or that you represent, someone else, or impersonate any other individual or entity.
Linked Sites and Advertising
In establishing hypertext links to this Site, you must not represent in any way, expressly or by implication, that you have received the endorsement, sponsorship or support of this Site or AJI, including its respective employees, agents, directors, officers and shareholders.
If AJI has provided links or pointers to other Web sites, no inference or assumption should be made and no representation should be implied that AJI is connected with, operates or controls these Web sites.
AJI is not responsible for the content or practices of third party Web sites that may be linked to this Site. This Site may also be linked to other Web sites operated by companies affiliated or connected with AJI. When visiting other Web sites, however, you should refer to each such Web site's individual Terms of Use and not rely on this Agreement.
AJI takes no responsibility for third party advertisements that are posted on this Site, nor does it take any responsibility for the goods or services provided by its advertisers.
Disclaimer of Liability and Warranties
While AJI does its best to ensure the optimal performance of the Site, you agree that you use this Site and rely on material contained in this Site at your own risk.
Except as otherwise specifically set forth on The Site or in the End User License Agreement, the Site, and all materials in this Site, are provided "as is" and “as available” and, to the fullest extent permitted by law, are provided without warranties of any kind either express or implied. This means, without limitation, that AJI DOES NOT WARRANT that the Site is fit for any particular purpose; that the functions contained in the materials in the Site will be uninterrupted; that defects will be corrected; that the Site is free of viruses, contamination and other destructive and harmful components or that the Site is accurate, error-free or reliable.
You acknowledge that AJI, its parents and affiliates together with their respective employees, agents, directors, officers and shareholders, IS NOT LIABLE for any delays, inaccuracies, failures, errors, omissions, interruptions, deletions, defects, viruses, communication line failures or for the theft, destruction, damage or unauthorized access to your computer system or network.
This disclaimer applies to any damages, liability or injuries caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft or destruction of or unauthorized access to, alteration of, or use, whether for breach of contract, tort, negligence or any other cause of action.
You acknowledge that AJI is not liable for any defamatory, offensive or illegal conduct or material found in connection with this Site, including such conduct or material transmitted by any means by any other person.
You acknowledge that AJI is not liable for any damages, including, without limitation, direct, incidental, special, consequential or punitive damages, in connection with or arising from your use or from your inability to use the Site.
Indemnity
You agree to defend, indemnify and hold harmless AJI, its parents and affiliates together with their respective employees, agents, directors, officers and shareholders, from and against all the liabilities, claims, damages and expenses (including reasonable attorney's fees and costs) arising out of your use of this Site; your failure to use the Site; your breach or alleged breach of this Agreement or your breach or alleged breach of the copyright, trademark, proprietary or other rights of third parties.
Termination
AJI reserves the right to immediately terminate your use of, or access to, this Site at any time if AJI decides at its sole discretion that you have breached this Agreement or any relevant law, rule or regulation or you have engaged in conduct that AJI considers to be inappropriate or unacceptable.
Copyright Infringement
If you believe that any material contained in this Site infringes your copyright, you should notify AJI of your copyright infringement claim in accordance with the following procedure.
AJI will process notices of alleged infringement that it receives and will take appropriate action as required by the Digital Millennium Copyright Act (DMCA) and other applicable intellectual property laws. The DMCA requires that notifications of claimed copyright infringement should be sent to this Site's Designated Agent who is:
Michael D. Steger
Law Offices of Michael D. Steger, PC
Telephone: (845) 727-1750
Fax: (845) 689-2155
Email: info@steger-law.com
To be effective, the notification must be in writing and contain the following information (DMCA, 17 U.S.C. §512(c)(3)):
1. Physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
2. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
3. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the service provider to locate the material;
4. Information reasonably sufficient to permit the service provider to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;
5. A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law;
6. A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Other
This Agreement operates to the fullest extent permissible by law. If any provision of this Agreement is unlawful, void or unenforceable, that provision is deemed severable from this Agreement and does not affect the validity and enforceability of any remaining provisions.
This Agreement is governed by, and construed in accordance with, the laws of the Commonwealth of Virginia without giving effect to any principles of conflicts of law. You agree to submit to the exclusive jurisdiction of the state courts located in Arlington, Virginia or, if appropriate, the United States District Court for the Eastern District of Virginia, Alexandria Division, for resolution of any dispute, action or proceeding arising in connection with this Agreement or your use or non-use of the Site, and you further irrevocably waive any right you may have to trial by jury in any such dispute, action or proceeding.
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