AudioMicro Content License Agreement

8/14/2019 AudioMicro Content License Agreement

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CONTENT LICENSE AGREEMENT

PRELIMINARY INFORMATION

This agreement is a contract between you or as applicable, your company, your employer

or your client (collectively "you" or your)), and AudioMicro, Inc. ("AUDIOMICRO")

(hereinafter a "Content License Agreement" or "Download Agreement").

IN ADDITION TO READING THIS CONTENT LICENSE AGREEMENT BEFORE

YOU LICENSE OR DOWNLOAD CONTENT FROM AUDIOMICRO, PLEASE

READ OUR TERMS OF SERVICE. YOUR ACCEPTANCE OF OUR TERMS OFSERVICE IS AN ABSOLUTE CONDITION TO YOUR ACCESS TO AND USE OF

ANY CONTENT. DOWNLOADING OR USING ANY CONTENT FROMAUDIOMICRO CONFIRMS YOUR ACCEPTANCE OF OUR TERMS OF SERVICEAND THE TERMS OF THIS CONTENT LICENSE AGREEMENT AND FORMS A

LEGAL CONTRACT BETWEEN YOU AND AUDIOMICRO.

AUDIOMICRO reserves the right to change any of the terms of this Content LicenseAgreement at any time, and you agree to be bound by such changes.

If you do not agree to the following terms and conditions, as may be amended or

modified from time to time, do not license any Content from AudioMicro.com.

Notice Regarding Copyright:

The Content is copyrighted and protected under the various laws of the United States,international treaties and other applicable laws. The Content shall remain the sole and

exclusive property of AUDIOMICRO and/or its licensors, as applicable. Use of the

Content is licensed, not sold, pursuant to the terms of this Content License Agreement.

Use of the Content without agreeing to this Content License Agreement, or a breach

of the terms and conditions of this Content License Agreement, is copyright

infringement.

DEFINITIONS

"Content" shall mean any Sound Recording available for download or preview throughthe Service, including but not limited to stock music, production music, music cues,

production elements, sound effects and the like (each one a "Sound Recording" and

together "Sound Recordings" as further defined below) regardless of whether suchContent is obtained via download from the AUDIOMICRO website, delivered via any

Storage Media that is now known or may become known in the future, or obtained from a


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third party authorized by AUDIOMICRO to distribute or perform the Content, together

with all accompanying material.

"Invoice" shall mean any computer-generated or printed form or document provided by

AUDIOMICRO, or any AUDIOMICRO authorized third parties, that sets forth, without

limitation, the specific parties contracting for use of the Content selected, the limitationson the license (as applicable) of the Content and the corresponding price(s) for the license

of such Content. The term "Invoice" includes any confirmation pages, or receipts

provided to you in connection with an on-line payment transaction that contain additionallicensing terms.

"Storage Media" shall mean USB Flash Drive, CD-ROM, digital video disc (DVD),

floppy disk, or any other storage device or media now known, or hereafter created.

"User" shall mean the individual, legal entity or agent entering into this Content License

Agreement or any employee or contractor of such individual, legal entity or agent that

edits, manipulates, performs, mechanically reproduces, synchronizes or modifies theContent or is otherwise directly involved in the creative process. All Users shall only use

the Content in accordance with the terms of this Content License Agreement.

"You" or "your" shall mean a single: (i) individual, (ii) legal entity (corporation,

partnership, LLC, sole proprietorship, etc.), or (iii) agent acting on behalf of a single

individual or entity.

SECTION I - LICENSE TERMS FOR CONTENT

(A) GRANT OF LICENSE

AUDIOMICRO grants you a perpetual, single use, non-exclusive, non-transferable user

direct license to use the Content only as provided in this Content License Agreement.

Licenses for multiple users and mass-market distribution are sold separately.

(B) PERMITTED USES FOR CONTENT

You MAY, subject to Section I(C) below:

(1) Use the Content for media projects including, but not limited to: internet streaming

and synchronization, video productions, audio productions, film productions, broadcast(video, audio, Internet), multi-media presentations and music within software packages.

(2) Use the Content in more than five (5) physical locations including, but not limited to:in-store and in-office background music and telephone on-hold.


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(3) Distribute up to two hundred and fifty thousand (250,000) units of an item (including

CD, DVD and software) that incorporates the Content.

(4) Back up, and store on a single server, a single copy of the Content, as necessary for

archival, tracking or asset management purposes only.

(5) Modify or alter the Content as necessary for your use, subject to the terms of Section

II(D)(2), and provided that if such modification or alteration constitutes a derivative workyou do not acquire any copyright ownership or equivalent rights in or to any of the

Content or any other property of AUDIOMICRO or its licensors and you shall only use

such derivative work in accordance with the limited terms of this Content License

Agreement. If requested by AUDIOMICRO, you agree to execute a written assignmentof any such rights, including copyrights, without payment of additional consideration by

AUDIOMICRO.

(6) Mechanically reproduce, record and/or duplicate the Content for private use andperform electrical transcription of the Content for private use.

(7) Synchronize the Content with visual images.

(8) Publicly perform the Content in a place open to or generally available to the public or

transmit the Content by means of any device (internet, broadcast, telephone, wire,

wireless phone, etc.) to the public.

(9) Use the Content for any other uses approved in writing by AUDIOMICRO prior to

such use.

(C) PROHIBITED USES FOR CONTENT

You may NOT:

(1) Use Content in more than five (5) physical locations without written permission.

(2) Distribute more than two hundred and fifty thousand (250,000) units of an item that

incorporates the Content without written permission from AUDIOMICRO.

(3) Sublicense, sub-distribute, resell, re-record, transfer, or assign the Content or rights to

the Content for any purpose.

(4) Use the title or subtitle of the Content as the title of an item that incorporates the

Content.

(5) Copy or reproduce the Content, except as specifically provided for in Section I (B)above.


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(6) Use the Content, including titles or subtitles, or any other part of the Content, as part

of a trademark, service mark, or logo. AUDIOMICRO or its licensors retain the full

rights to the Content, and therefore you cannot establish your own rights.

(7) Use the Content in any downloadable format intended for multiple distribution

including, without limitation, in a product that enables any end-user to create their ownsoundtrack using the Content, in a template-based system that resells products including

the Content, in a "build-it-yourself" media tool. Contact Licensing[at]AudioMicro.com to

find out about a special license for such use.

(8) Resell, assign, transfer, convey or otherwise transfer the Content for use in mobile or

wireless devices, including but not limited to mobile telephones, handheld game

consoles, and PDAs. Such usage is subject to additional licensing fees. Please contactLicensing[at]AudioMicro.com for information on these reseller licenses.

(9) Use the Content to compete with AUDIOMICRO. AUDIOMICRO is in the business

of licensing music and sounds to its customers. It is the specific intent of this provision toprohibit you from using the Content to enter, either directly or indirectly, a similar or

competing business.

(10) Use the Content in a way that would likely be considered pornographic, defamatory,

libelous, obscene, fraudulent or illegal.

(11) Use the Content in a broadcast medium without the proper filing of a cue sheet.

(12) For questions regarding use the Content for any of the above prohibited uses please

contact Licensing[at]AudioMicro.com.

SECTION II - ADDITIONAL LICENSE TERMS

(A) GENERAL

(1) AUDIOMICRO reserves the right to (i) not permit use of any Content for any reason

whatsoever; and (ii) notify you that certain Content is no longer available for use. Upon

such notice, the license to use such Content in the future shall automatically andimmediately terminate. Notice will be affected via email to the email address designated

in your AudioMicro Account or if no such email address has been provided to any

address provided by you to AUDIOMICRO in connection with your use of the Service orin the course of your dealings with AUDIOMICRO.

(2) AUDIOMICRO reserves the right to replace Content with alternative Content for anyreason. Upon notice of such replacement, the license for the replaced Content


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immediately, and automatically, terminates for any use of the Content that does not

already exist, and this Content License Agreement shall automatically apply to any

replacement Content. You agree not to use any replaced Content with future products orservices and you should take all reasonable steps to discontinue use of the replaced

Content in existing products or services.

(3) All other rights not expressly granted to you are explicitly reserved solely for

AUDIOMICRO.

(4) AUDIOMICRO requests, where technically feasible and in accordance with

customary industry practice, the music credit "[insert Artist name] / AudioMicro.com" to

appear adjacent to the Content or on a credit page, where practicable.

(5) You agree that you will not collude with other AUDIOMICRO Content Providers orcustomers to either license your own Content (except infrequently and then only for

legitimate creative purposes) or predominately license the content of only a few Content

Providers and/or customers. You acknowledge that genuine customers typically licensefiles from numerous Content Providers and you agree that your subscription licensingbehavior will conform to this typical conduct. In addition to any other available

remedies, if you breach this paragraph AUDIOMICRO may immediately terminate this

Content License Agreement and/or, if applicable, cancel and/or rescind any otherarrangement between you and AUDIOMICRO without any refund to you. You further

agree to forfeit any royalties earned by you in connection with your misconduct.

(6) Taxes: You agree to pay and be solely responsible for any and all sales taxes, use

taxes, value added taxes and duties imposed by any jurisdiction as a result of the License

granted to you, or your use of the Content, pursuant to this Content License Agreement.

(7) You permit AudioMicro to use your company name and company logo as a clientreference within marketing collateral both online and offline, including but not limited to,

placement on the AudioMicro.com homepage.

(B) PAYMENT TERMS

You agree to pay all Content license fees with the understanding that no rights are

granted under this Content License Agreement until all payments are made in full. Aservice charge of two percent (2%) per month, or the amount allowed by law, will be

charged on any unpaid balance. Any claims for adjustments must be made to

AUDIOMICRO within five (5) days of billing. You shall be liable for all past dueamounts, interest and costs of collection, including credit card company fees and

attorneys' fees. Refunds are governed by the terms of the individual service used. Please

see Section II(F)(I) below for terms applicable to refunds in the event of cancellation.The license granted hereunder shall be of no force or effect until such time as

AUDIOMICRO has received payment.

(C) TERMINATION


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(1) Subject to your compliance with the terms and conditions set forth herein, this

Content License Agreement shall be in effect for the term provided for in Section I (A) orSection II (A) unless terminated by either party in accordance with this Content License

Agreement.

(2) This Content License Agreement will terminate automatically, without notice from

AUDIOMICRO, if AUDIOMICRO determines that you have failed to comply with any

provision of this Content License Agreement.

(3) You can terminate this Content License Agreement by destroying the Content, along

with any copies or archives, any Storage Media or accompanying materials (if

applicable), and ceasing all use of the Content for any purpose. Such termination shall notaffect payment obligations.

(4) AUDIOMICRO may, in its sole discretion: (i) monitor, as frequently as

AUDIOMICRO determines, anything you download from our AudioMicro.com or ourother web sites, (ii) limit downloads to a fixed amount of downloads per 24 hour period

so as to ensure the best possible service to all subscribers to our Web sites, (iii) track anyabuse of your username and password, (iv) suspend or terminate your account, without

notice, if AUDIOMICRO believes there is a violation of this Content License Agreement

or any abuse of your username and password.

(5) Upon termination of this Content License Agreement, you agree to (i) destroy all

copies and archives of the Content, (ii) cease using the Content for any purpose, and (iii)

confirm to AUDIOMICRO in writing that you have complied with the requirements ofthis clause.

(D) WARRANTY AND LIMITATION OF LIABILITY

(1) AUDIOMICRO represent and warrants that:

(i) it has the right to enter into this Content License Agreement and to grant the rights

hereunder;

(ii) the Content or other Storage Media provided by AUDIOMICRO (if applicable) willbe free from defects in materials and workmanship under normal use for a period of 30

days from the date of license; and

(iii) the Content as provided hereunder, and used as permitted herein, will not infringe

any intellectual property right of any third party.

(2) EXCEPT AS EXPRESSLY PROVIDED ABOVE, THE CONTENT, STORAGE

MEDIA AND ACCOMPANYING MATERIALS (IF APPLICABLE) ARE PROVIDED

"AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED,

INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF


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MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.

AUDIOMICRO MAKES NO WARRANTIES FOR ANY CONTENT THAT HAVE

BEEN MODIFIED OR ALTERED BY YOU AND YOU SHALL BE SOLELYRESPONSIBLE FOR ANY CLAIMS RELATING TO OR ARISING OUT OF YOUR

MODIFICATION AND USE OF THE CONTENT. AUDIOMICRO DOES NOT

WARRANT THAT THE CONTENT, WEB SITES OR OTHER MATERIALS, WILLMEET YOUR REQUIREMENTS OR THAT USE WILL BE UNINTERRUPTED OR

ERROR FREE. THE ENTIRE RISK AS TO THE QUALITY, PERFORMANCE AND

USE OF THE CONTENT IS SOLELY WITH YOU.

YOU UNDERSTAND THAT YOU SHOULD SEEK COMPETENT LEGAL

COUNSEL BEFORE USING CONTENT ON OR IN CONNECTION WITH ANY

GOODS OR SERVICES OR FOR ANY OTHER COMMERCIAL PURPOSES.

AUDIOMICRO SHALL NOT BE LIABLE TO YOU OR TO ANY OTHER ENTITY

FOR ANY GENERAL, PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL OR

INCIDENTAL DAMAGES, OR LOST PROFITS OR ANY OTHER DAMAGES,COSTS OR LOSSES ARISING OUT OF YOUR USE OF THE CONTENT,

AUDIOMICRO'S BREACH OF THIS CONTENT LICENSE AGREEMENT OROTHERWISE, EVEN IF AUDIOMICRO HAS BEEN ADVISED OF THE

POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES. IN NO EVENT, SHALL

AUDIOMICRO'S TOTAL AGGREGATE LIABILITY TO YOU, OR TO ANY THIRD

PARTY CLAIMING THROUGH YOU, ARISING OUT OF OR IN CONNECTIONWITH YOUR USE OF OR INABILITY TO USE THE CONTENT (WHETHER IN

CONTRACT, TORT OR OTHERWISE) EXCEED THE MONETARY AMOUNT

ACTUALLY RECEIVED BY AUDIOMICRO FOR YOUR USE OF THEAPPLICABLE CONTENT.

(3) You represent, warrant and covenant that:

(i) You are at least eighteen years of age and have the full right and authority to enter into

this License on behalf of you and/or your company, employer or principal;

(ii) You do not reside in any country to which export of U.S. products are prohibited or

restricted and you may not ship, transfer or export any of the Content into any country or

use any of the Content in any manner prohibited by any laws, restrictions or regulations;

(iii) You will not use the Content in any way that is not permitted by this License;

(iv) Your use of the Content will not violate any applicable law or regulation of any

country, state, or other governmental entity;

(v) The information that you provide to AUDIOMICRO is accurate and true, including,

without limitation, all credit card or other payment information and you shall update such

information as necessary; and


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(vi) You are solely responsible for determining whether your use of any Content requires

the consent of any other party or the license of any additional rights. If you are unsure

whether additional rights are needed for your use of the Content, you are responsible forconsulting with competent legal counsel

(vii) If you are acting as an agent, you must obtain your client/principal's agreement tothe terms of this License.

(viii) If you provide the Content, or any portion thereof, for broadcast on televisionnetworks or stations (including free, pay, cable, subscription) or via terrestrial, satellite

and/or internet radio, in any manner whatsoever, you may send a completed cue sheet via

email to CueSheets[at]AudioMicro.com or via fax to (320) 451-3838, to facilitate the

collection of applicable fees, if any, from third party broadcasters.

(E) LIMITATION OF REMEDIES

Your remedies are limited to replacement or refund:

AUDIOMICRO's entire liability and your exclusive remedy, with respect to any claimsarising out of this Content License Agreement, except as set out in Section II (G) below,

shall be at AUDIOMICRO's sole discretion, either: (i) replacement of Content; or (ii)

refund of any fee paid for the specific Content. Any claims must be brought within

twelve (12) months of the date that you discovered such claim, or reasonably should havediscovered such claim, or shall be waived.

You agree that if AUDIOMICRO breaches this Content License Agreement, the damage,if any, caused to you thereby will not be irreparable or otherwise sufficient to entitle you

to injunctive or other equitable relief. You agree that no breach by AUDIOMICRO shall

entitle you to rescind this Content License Agreement (except as may be providedhereunder), to restrain AUDIOMICRO's exercise of any rights hereunder, or to enjoin

AUDIOMICRO's use of the Content. In the event of any breach hereof by

AUDIOMICRO, your sole remedies are limited to replacement or refund.

(F) INDEMNIFICATION

You agree to indemnify and hold AUDIOMICRO, its affiliates, parents, subsidiaries,employees, directors, officers, successors, assigns, distributors, investors, lenders and

anyone else associated with AUDIOMICRO, harmless from, and against, any and all

claims, liabilities, costs, damages, or expenses, (including attorneys' fees) asserted againstAUDIOMICRO arising out of your use of the Content or in connection with any breach

of any of the terms of this Content License Agreement. Provided that the Content is used

only in accordance with this Content License Agreement and you are not otherwise inbreach of this Content License Agreement, AUDIOMICRO shall defend, indemnify and

hold you harmless from all damages (excluding punitive damages), liabilities and

expenses (including reasonable attorney's fees and authorized costs), arising out of or in

connection with any actual or threatened lawsuit, legal proceeding or claim alleging that


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AUDIOMICRO is in breach of its warranties set out in Section II (D) above. The

foregoing states AUDIOMICRO's entire indemnification obligation under this Content

License Agreement and your sole and exclusive remedy for any actual breach ofAUDIOMICRO's representations and warranties set forth herein. AUDIOMICRO shall

have no obligation under this Section F unless you promptly provide AUDIOMICRO

with timely written notice of such claim. At the indemnifying party's option, theindemnifying party may assume the handling, settlement or defense of any claim or

litigation and the indemnified party shall reasonably cooperate in the defense thereof. The

indemnified party shall have the right to participate in the litigation, at its own expense,through counsel selected by the indemnified party. The indemnifying party will not be

liable for legal fees or other costs incurred prior to the indemnified party giving notice of

the claim for which indemnity is sought.

(G) ENFORCEABILITY AND WAIVER

(1) Enforceability: If any provision of this Content License Agreement is held to be not

enforceable, such provision shall be revised only to the extent to make it enforceable,consistent with the parties' intent.

(2) Waiver:

(i) No action of AUDIOMICRO, other than an express written signed waiver may be

construed as a waiver of any part of this Content License Agreement, and no employee ofAUDIOMICRO is authorized to make an oral waiver. In the event that AUDIOMICRO

waives a specific part of this Content License Agreement, it does not mean that

AUDIOMICRO waives any other part.

(ii) Nothing contained herein shall be deemed to constitute a waiver of any fee which

shall become due and payable as a result of the use of any Content as contemplated bythis Content License Agreement to the relevant performing rights or collection society,

such as ASCAP or BMI, or other performing rights society or organization with

jurisdiction in one or more foreign countries. You/User hereby agree to submit, and toinstruct any third party to submit, to all relevant performing rights and collection societies

anywhere in which the Content is to be broadcast or distributed through television, radio,

internet, or cable media, such information as requested in the cue sheet as provided in

Section II(D)(3)(viii) such that the performing rights and other societies can monitor andadminister those performing rights and similar fees payable to the copyright owners of

the Content embodied in the use.

(H) JURISDICTION

This Agreement, its validity and effect, shall be solely interpreted, and solely governedby, the laws of the State of California, United States. Any claims shall be brought solely

in the Federal District Court of the District of California and you expressly consent to the

exclusive jurisdiction of the federal courts of the State of California, United States. You

consent to the service of any required notice or process upon you by registered mail or


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overnight courier with proof of delivery.

(I) LEGAL FEES

You agree to reimburse AUDIOMICRO for its legal fees, costs and disbursements if

AUDIOMICRO is successful in enforcing any of its rights under this Content LicenseAgreement including, without limitation, in connection with any action to collect

payment.

(J) ASSIGNABILITY

You may not assign or transfer to anyone else the rights granted to you in this Content

License Agreement, without our prior written consent. AUDIOMICRO may assign ortransfer this Content License Agreement without your consent and shall provide you

email notice of any assignment of this Content License Agreement.

(K) ENTIRE CONTRACT

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS CONTENT LICENSEAGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS

AND CONDITIONS. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND

EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND

AUDIOMICRO, WHICH SUPERSEDES ANY PROPOSAL OR PRIORAGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION

BETWEEN YOU AND AUDIOMICRO RELATING TO THE SUBJECT OF THIS

CONTENT LICENSE AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANYPURCHASE ORDER TERMS (EVEN IF SUCH TERMS ARE SUBSEQUENT TO

THE DATE OF THIS CONTENT LICENSE AGREEMENT). FAQ'S, OTHER

EXPLANATIONS, AND TEXT PROVIDED AT AUDIOMICRO.COM ARE FORYOUR INFORMATION ONLY AND ARE NOT, AND SHALL NOT BE

CONSTRUED AS, PART OF THIS CONTENT LICENSE AGREEMENT UNLESS

SPECIFIED OTHERWISE IN THIS CONTENT LICENSE AGREEMENT.

SECTION III ACKNOWLEDGEMENT, ACCEPTANCE AND AGREEMENT

BY LICENSING CONTENT FROM AUDIOMICRO AND/OR USING AND/OR

PREVIEWING CONTENT THROUGH THE SERVICE, YOU EXPRESSLY

ACKNOWLEDGE, ACCEPT AND AGREE TO BOUND BY THE TERMS AND

CONDITIONS OF THIS CONTENT LICENSE AGREEMENT AND OUR

TERMS OF SERVICE, AS APPLICABLE.


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YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE READ AND

UNDERSTAND THE TERMS AND CONDITIONS OF THIS CONTENT

LICENSE AGREEMENT AND AUDIOMICROS TERMS OF SERVICE AND

UNDERSTAND THAT YOU ARE AGREEING TO BE BOUND BY THIS

CONTENT LICENSE AGREEMENT AND AUDIOMICROS TERMS OF

SERVICE, AS MAY BE AMEDED OR MODIFIED BY AUDIOMICRO FROMTIME TO TIME.

Documents

AudioMicro Content License Agreement