End User License Agreement for Undertone Custom Sound Libraries

The following terms and conditions constitute a legally binding Agreement (“Agreement”) between you (“Licensee”) and Undertone Music, Inc. (“Licensor”). By purchasing a Library you acknowledge that you have read and understood the terms of this Agreement, and perforce, agree to be bound by its terms.

1.    Grant of License

In consideration for receiving the fee necessary for obtaining the Library(ies) from this Site, Licensor grants Licensee a non-exclusive royalty free license to use the sounds in the Library(ies) (“Sounds”) anywhere in the world for the life of copyright on the terms set out in this Agreement.

2.    Rights Granted

The license granted in this Agreement allows Licensee to:

  1. Use the Sounds (as part of Licensee’s product/production) for Licensee’s lifetime, within different or various Licensee works or projects (“Projects”) as Licensee sees fit;
  2. Synchronize the Sounds with moving images, be they any film, television, trailers, advertising, promotion, video game, software, interactive, internet or other media production related to Licensee Projects;
  3. Reproduce or otherwise modify the Sounds for the purpose of integrating them into Licensee Project(s);
  4. Perform (or reproduce) publicly the Sounds as part of the Licensee Project(s).
  5. Licensee may grant the Synchronization Rights of their work that may contain the Sounds in a new composition (or “Mix”) to the Producing Partners of their Projects so that the Producing Partner may exploit their program throughout the world.

3.    Restrictions on Uses:

  1. The license granted in this Agreement is specific to Licensee and limited to its Projects and as such does not permit Licensee to make copies of any or any part of the unsynchronized recordings contained in the Library(ies) for purpose of any kind of distribution or sharing.
  2. This Agreement does not permit Licensee to license, re-license, transfer or sell any Library in its entirety or otherwise adapt, edit, modify, or repackage any Library for the purpose of re-licensing or re-selling to any other individual or party.
  3.      Furthermore, it does not permit Licensee to claim ownership or authorship of any of the Sounds represented under this Agreement nor permit Licensee to share or sub-lease this Agreement with any other party.
  4. Number of Users. Licensee agrees to pay proper licensing fees for each workstation that the Libraries will be used on and will only use the Libraries on the number of workstations covered by this agreement.  In the event that use on additional workstations is required, License agrees to contact Licensor for updated licensing terms and agrees to pay any reasonable additional licensing fees.

4.    Copyright

Copyright in the Sounds and Library is owned by Licensor and, other than the license rights granted in this Agreement, all rights in the Sounds and Library remain the property of Licensor.

5.    Assignment

Neither party shall be entitled to assign this Agreement or its entitlements or obligations hereunder, without the prior written consent of the other.  Any attempted assignment or transfer in violation of this section shall be null and void.

6.    Termination

The license granted under this Agreement, and Licensee’s right to use the Library will automatically terminate in the event of any breach by Licensee of the terms of this Agreement and Licensee will be required to destroy all copies of the Libraries in Licensee’s possession. Notwithstanding the foregoing, Licensee shall have no duty to destroy, recall, modify, or halt the sale of any Projects that were created prior to termination of this Agreement, even if these Projects contain Licensor’s Sounds.

7.    Licensor’s Representations, Warranties and Indemnification

Licensor warrants, represents and acknowledges that it owns and/or has secured all necessary rights related to the Libraries, including without limitation the Sounds. Licensor further warrants that Licensee’s use of the Libraries as contemplated by this Agreement shall not violate any patent, copyright, trademark or any other rights of any person or entity whether statutory, contractual, common law or otherwise. Licensor agrees to indemnify, defend and hold harmless licensee, against any third-party claim, demand, action, suit, loss, liability, damage or expense resulting from a breach or alleged breach of the foregoing representations and warranties.

8.    Liability

Licensor accepts no responsibility for any loss of business or business profits resulting directly or indirectly from the performance of any of Library(ies) or Sound(s). Licensor’s liability is limited and restricted solely to replacement of the Library or Sounds at no charge to Licensee.

9.    Governing Law

This Agreement shall be governed in all respects by the laws of the State of Minnesota, U.S.A