License Agreement
1. Definitions
1.1 «Agreement» refers to this License Agreement.
1.2 «Business Day» signifies any day except Saturdays, Sundays, or recognized public holidays in Switzerland.
1.3 «Commencement Date» is the date assigned by the Company, provided that the Customer has paid the License Fee. Should the Customer fail to pay by the Commencement Date, this date is automatically postponed to the Delivery Date.
1.4 «Customer» represents you and/or any entity authorized by the Company in writing to license the Product.
1.5 «Delivery Date» refers to the date or time period outlined for delivering the Product as described in section 4.1.
1.6 «Force Majeure» denotes an event or condition cited by a party to this Agreement as beyond their reasonable control and justifying non-performance.
1.7 «License» is the authorization granted by the Company to the Customer under this Agreement.
1.8 «License Fee» is the payment required by the Company from the Customer, as specified by the Company.
1.9 «Product» includes all synth presets, audio samples, and associated MIDI licensed to the Customer in exchange for the License Fee.
1.10 «Reproduce» or «Reproduction» means incorporating the Product into the Customer’s original musical or audio works, such as demos, songs, albums, remixes, game soundtracks, advertisements, post-productions, commissioned projects, and soundtracks for films, plays, and live events. The Product cannot be used alone in any form.
2. Interpretation
2.1 Terms in singular include plural forms and vice versa, and words indicating gender include all genders.
2.2 References to a party include that party’s executors, administrators, successors, assigns, guardians, and trustees in bankruptcy, bound by this Agreement.
2.3 Headings are for guidance only and do not influence the meaning or interpretation of this Agreement.
2.4 Currency amounts are in US Dollar (USD) unless stated otherwise.
2.5 References to people encompass entities like companies, trusts, partnerships, and corporations.
2.6 Words given specific meanings in this Agreement apply to all grammatical forms of that word.
2.7 When more than one person is a party, obligations apply to each of them jointly and individually.
2.8 References to statutes include all amendments as enforced from time to time.
2.9 Parties to this Agreement include partners, affiliates, subsidiaries, and related companies, regardless of existence, responsible for obligations arising under this Agreement.
2.10 This Agreement may exist in email or electronic format, and parties may execute it through email.
2.11 This Agreement may consist of multiple signed copies, which collectively constitute one document.
3. License Terms
3.1 Regardless of other clauses, the Customer confirms that by making an offer to the Company to license the Product or by using or reproducing the Product, they unconditionally accept and are bound by this Agreement.
3.2 Upon payment of the License Fee, the Company grants the Customer a non-exclusive, non-transferable license to reproduce the Product as per this Agreement, starting on the Commencement Date.
3.3 The Customer agrees not to:
- Copy, sell, lend, rent, upload, or distribute the Product via any public or private medium.
- Share full-song previews of the Product.
- Sell the Product as a standalone music file or as part of media collections for distribution or resale.
- Use the Product for resale items, like digital or physical products, websites, applications, video games, or stock media.
3.4 The Customer must combine the Product with other sounds in music production, such as songs, albums, or film soundtracks, and only use isolated sequences in ways that don’t compete with the Product’s commercial purpose.
4. Duration
4.1 This Agreement begins on the Commencement Date and continues until terminated per this Agreement, contingent on the Customer’s adherence to Part 4.
5. Delivery
5.1 The Company will deliver the Product on the later of:
- The next Business Day after receiving cleared payment of the License Fee.
- The Commencement Date.
6. Security
6.1 The Customer is responsible for securing the Product and preventing unauthorized access or use.
7. Confidentiality
7.1 The Company will keep confidential all information acquired through this Agreement regarding the Customer’s business.
7.2 The Company cannot disclose confidential information without written Customer consent.
7.3 This confidentiality obligation remains after Agreement termination.
8. Intellectual Property Rights
8.1 The Customer must inform the Company of any intellectual property rights violations related to the Product.
8.2 The Customer will assist the Company if requested, in defending against such claims.
8.3 If infringement is confirmed, the Company may recall the Product or ask the Customer to delete all copies, terminating this Agreement without further liability beyond reimbursing the License Fee.
9. Warranties
9.1 Both parties acknowledge that:
- The Product is provided «as is.»
- The Customer assumes the risk of quality and performance.
- Only the specific warranties in this Agreement apply.
- The Company is not liable for losses or damages related to the Product or its reproduction.
10. Force Majeure
10.1 Neither party is liable for delays or non-performance due to force majeure.
10.2 Obligations delayed by force majeure will be postponed until resolved.
10.3 If force majeure exceeds 60 days, either party may terminate the Agreement, and the Company will refund any payments for unprovided goods or services.
11. Assignment
11.1 The Customer cannot transfer Agreement rights without prior written Company approval.
11.2 For company Customers, any share transfer resulting in a 51% ownership change requires Company consent.
11.3 The Company may impose conditions on its consent.
12. Waiver
12.1 Rights under this Agreement are only waived in writing.
12.2 A waiver does not affect rights regarding future Agreement breaches.
12.3 Delays or indulgences do not waive rights under this Agreement.
13. General
13.1 Time is essential under this Agreement.
13.2 The Customer assumes the risk of Product loss or damage from the Delivery Date.
13.3 This Agreement is governed by Queensland law.
13.4 Notices can be delivered by hand, registered mail, or facsimile.
13.5 Disputes unresolved by negotiation will go to arbitration.
14. Liability
14.1 The Company’s maximum liability is limited to the License Fee paid by the Customer.
14.2 Under no circumstances is the Company liable for indirect or consequential damages.
15. Release and Indemnity
15.1 The Customer releases the Company from all claims relating to loss or damage arising under this Agreement.
15.2 The Customer indemnifies the Company, its employees, and agents from claims related to Agreement performance, even after termination.