20140801 21193 Pro Sound Effects Legal

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Pro Sound Effects

A Division of Mediaspora LLC

195 Chrystie Street

Room 303-O

New York, NY 10002

[email protected]

V: 646 706 7728

F: 718 228 6820

INDIVIDUAL END USER LICENSE AGREEMENT

IMPORTANT READ CAREFULLY: This Pro Sound Effects Individual End-User Licensing Agreement

(IEULA) is a legal agreement between YOU (as an individual or single-user entity) and Pro Sound Effects

(PSE) for the PSE Audio Content you have licensed, which includes the following: (a) sound effects and sound

elements (b) sound recordings embodying sound effects and/or sounds elements, and (c) any printed, online or

downloadable documentation, database information or other electronic documentation. BY USING THE PRO

SOUND EFFECTS WEBSITE AND LICENSING, COPYING OR OTHERWISE UTILIZING ANY PSEAUDIO CONTENT, YOU AGREE TO BE BOUND BY THE FOLLOWING TERMS AND CONDITIONS

OF THE IEULA.

Copyright laws, international copyright treaties, and intellectual property laws protect the PSE Audio Content.

Copyright infringement is a serious offense. Pro Sound Effects protects its copyrights by all necessary means,

including legal action.

The PSE Audio Content is licensed, not sold, and the rights granted herein are validated by proof of payment of

associated licensing fees. The term of the rights granted in this IEULA is in perpetuity. This license is granted

specifically for individual or single-user entity use only and except to the extent necessary to effectuate the

specific uses contemplated and contracted for with PSE herein, the rights granted are non-transferable, and allrights not expressly granted to YOU hereunder are reserved by PSE.

1. Use of Sounds.All sound effects, sound elements and sound recordings available from PSE (Sounds)

are licensed, not sold, to YOU by PSE. Pro Sound Effects is either the owner or licensee of the Sounds. The

license payment YOU make to access the Sounds gives YOU, as an individual or single (1 person) user entity, the limited, non-exclusive worldwide right to incorporate these Sounds in any audiovisual production

(Production), such as a film or videogram, television broadcast, radio broadcast, advertisement, website,

videogame, software, ring tone, podcasts, or other media production, without paying additional royalties, license

fees, or other fees to Pro Sound Effects or third parties. In simplest terms, YOUR payment grants YOU, as

an individual or single (1 person) user entity, a royalty-free, perpetual license to use the Sounds in a

synchronized manner.

Any use of the sound effects, sound elements and sound recordings included in this IEULA by multiple

individuals (two [2] persons or more) or multiple person (two [2] persons or more) entities in the same

location and/or different locations, without receiving proper consent and license by virtue of obtaining

the necessary Multi-User End License issued by Pro Sound Effects, is strictly prohibited. For information

on obtaining a Multi-User End License, call Pro Sound Effects at (646) 706-7728 x7 or contact us at

[email protected].

This IEULA only applies to synchronous or synchronized uses of the sound effects, sound elements and sound


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recordings. Any use of the sound effects, sound elements and sound recordings included in this IEULA in

a asynchronous or non-synchronized format without receiving proper consent and license by virtue of

obtaining the necessary Custom Application License issued by Pro Sound Effects, is strictly prohibited.

Examples of asynchronous and non-synchronized usage include, but are not limited to, toys, ringtones, greeting

cards, smart chips, applications such as soundboards, relaxation, IM, SMS and VoIP software applications,

hardware devices, media authoring tools, and all devices known or hereafter devised. For inquiries on specific

usages of this nature and more information on obtaining a Custom Application License, call Pro Sound Effects

at (646) 706-7728 x7 or contact us at [email protected].

In context of the permitted uses listed in 1. Use of Soundsabove, YOU may excerpt portions of the PSE Audio

Content 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.

2. PSE Audio Content Ownership. As a licensee, YOU own any tangible object (e.g. CD or hard drive) on

which the PSE Audio Content is recorded or fixed. The foregoing notwithstanding, PSE retains full and

complete title to the PSE Audio Content and all subsequent copies of the PSE Audio Content, regardless of the

media or form on, or in which, the original copies may exist. This license is not a sale of the original PSE Audio

Content or any of the underlying material. As such, YOU are strictly prohibited from distributing, selling,

renting, leasing, sublicensing, assigning, or otherwise transferring any of the Sounds, except as incorporated in a

Production and granted herein. YOU may not distribute the Sounds independent of a Production, or with any

directions or instructions as to how the Sounds may be extracted from a Production, or with any invitation,

suggestion or authorization that the Sounds may be extracted from a Production. YOU may not alter or delete

any "watermark" or other ordinarily imperceptible identifier embedded within the Sounds.

YOU may not distribute the Sounds, either in native format or reformatted, filtered, re-synthesized or otherwise

edited, for use as sounds, multi-sounds, samples, multi-samples, programs or patches in a sampler, sample

playback unit, website, software application, compact disc, DVD, mobile device, computer, computer server or

equivalent. The Sounds cannot be used as source playback from ROM or chip sets or embedded in any chip set.

Copyright laws and international treaties protect the PSE Audio Content (including, but not limited to, any andall sound effects, sound elements, and sound recordings, any images, photographs, animatics or animation,

video, audio, text, and applets incorporated into the PSE Audio Content). Any copies of the PSE Audio Content

are owned by PSE. YOU must treat the PSE Audio Content like any other copyrighted material and are solely

responsible for ensuring compliance with all terms and conditions outlined in the IEULA.

You agree that all information that You provide to Pro Sound Effects, 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 the Pro Sound Effects 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 Sounds received by YOU

from Pro Sound Effects to prevent unauthorized use or distribution thereof. If YOU become aware of any

unauthorized use or distribution of the Sounds, YOU shall immediately notify Pro Sound Effects via email [email protected].

3. Indemnification. YOU will indemnify, save, hold harmless and defend Pro Sound Effects from and against

any and all claims, demands, suits, damages, liabilities and all reasonable expenses, including attorneys' fees,

against or suffered by Pro Sound Effects with respect to any matter that arises as a result of a breach of this

Agreement by YOU.

4. Injunctive Relief. YOU acknowledge that Pro Sound Effects has a proprietary interest in the Sounds and that

any use by YOU that circumvents the purpose and intention of this Agreement, including but not limited to


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selling, renting, or otherwise distributing the Sounds independently of a Production would cause irreparable

injury to Pro Sound Effects in way that could not be adequately compensated by damages. YOU agree that, in

the event of such improper use, Pro Sound Effects shall be entitled to an immediate injunction without the

requirement of posting a bond (to the fullest extent permissible by law).

5. Disclaimer of Warranties. Pro Sound Effects expressly disclaims all warranties of conditions of any kind,

express or implied, including without limitation, the implied warranty of title, non-infringement,

merchantability and fitness for a particular purpose.

6. Limitation of Liability. You agree that Pro Sound Effects' cumulative liability with respect to any claims

made in relation to or arising out of this agreement on any theory or basis will not exceed the license fee paid by

YOU for the Sounds.

7. Choice of Laws; Jurisdiction. This License Agreement will be governed by and construed in accordance

with the laws of the State of New York without regard to its conflicts of laws provisions. You agree that the

exclusive jurisdiction for any action relating to this License Agreement will be in the federal or state courts with

jurisdiction encompassing New York City, New York and YOU hereby consent to such jurisdiction.

8. Entire Agreement. This License Agreement constitutes the entire agreement between Pro Sound Effects and

YOU with respect to the Sounds.

Contact:

Pro Sound Effects

Licensing Department

19 Chrystie Street

Room 303-0

New York, NY 10002

(646) 706-7728 x4

[email protected]

20140801 21193 Pro Sound Effects Legal

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