InstrumentsLicense Agreement
1. General
1.1 This is an Agreement between Audio Buzz (“Company”) and you, or the person on whose behalf you are entering this agreement (“you”).
By using our website, www.audiobuzz.com (“Website”) and/or purchasing a license to use works of music (“Recordings”) from us, you agree to be bound by the following terms and conditions (the “Agreement”) as same pertain to the license you purchase.
1.2 You hereby declare and confirm that: (1) you have read the Agreement herein, understood the stated therein and you hereby agree to engage in it; (2) your age does not limit you from lawfully engaging in the Agreement herein and there exists no other legal prevention for your engagement in the Agreement herein; (3) you are authorized to engage in the Agreement herein for yourself, personally, or for the organization the details of which were specified upon purchase of the license.
1.3 You hereby declare and confirm that the Company is the owner of all the rights in the Recordings, inclusive of all intellectual property rights and all copyrights, and that you do not and will not have any rights whatsoever in the Recordings, exclusive of the right of use as specified in the Agreement herein.
2. Definitions
2.1 Project: A media project to which a sound recording is synchronized.
2.2 Recording: A piece of recorded music available for license from the Company and/or the company’s Website (including a musical composition).
3. Opening an Account
3.1 To use the Company’s services and receive a license for using the Recordings as specified in the Agreement herein, you are required to open an account on Audio Buzz’s website, provide accurate and full details, and pay for the license. Providing an email address that does not exist or an email address which does not belong to you, impersonating another person or body, or misrepresenting your identity or your credit card details in any way is strictly forbidden. The License Agreement herein will come into force upon payment.
3.2 You are required to protect the confidentiality and safety of the account details (username and password), and you will bear full and exclusive liability for all activities in your account.
3.3 You are required to inform any unauthorized use of your account immediately through the contact page on the Website.
4. Audio Buzz Non-Exclusive Licenses
4.1 In consideration of the license you purchase, you hereby agree to pay the Company a certain license fee according to our website rates. Please see our licensing options page for current pricing.
4.2 Audio Buzz offers two nonexclusive license options:
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- A single-track license – allowing you to download a single Recording for use on your Projects as described herein.
- An annual Subscription license – allowing you full access to download Recordings in the Company’s catalog for use on your Projects as described herein.
4.3 Upon purchase of a single-track license or annual subscription license, and subject to fulfillment of all your undertakings according to the Agreement herein, you are hereby granted a non-exclusive License to download musical Recordings included in the Company’s catalog and to use them for integrating and/or synchronizing them in media Projects and productions combining sound, text, and images (in any language), such as: video clips, advertisements, presentations, applications, games, animations, multimedia projects, podcasts, audiobooks, software, films, various programs and so on.
4.4 A valid License includes the right to present and/or play in public (subject to P.R.O licensing where applicable) and/or distribute the Recordings being integrated and/or synchronized as part of the Projects, in all existing means of media, inclusive of smart phones, tablets, personal computers, Internet sites, social media networks, online stores (such as iTunes), video sharing sites (such as YouTube, Vimeo, etc.), on television and in any other known means, and inclusive of physical media such as CDs or any other data storage device.
4.5 A valid subscription License gives you the right to make reasonable use of the Website and the Repertoire in it, and does not limit the number of Projects in which you are entitled to integrate and/or synchronize the Recordings you download from the Website, in condition the daily number of downloads does not exceed 40 Recordings. It is hereby clarified that downloading contents from the Website by any automatic means such as software, bots, or any other technical mean will not be considered reasonable use and is prohibited according to the License conditions.
4.6 The License is personal and nontransferable. Licensee is the person whose name is specified in the License purchase form. To the extent the user is a legal entity which is not a private individual, its name will be specified in the License purchase form and it will be the Licensee.
4.7 The License to use is nonexclusive and all Recordings in the Website, inclusive of the Recordings you use, will be open for the use of others.
4.8 The Website will be entitled to add/remove Recordings from the Repertoire from time to time at its discretion, and you will bear no claim or demand in this regard.
4.9 The Agreement herein is not such as to limit the Company in any manner from selling and/or transferring and/or granting Licenses to use any of the Works, in whole or in part, to third-parties, at its discretion.
4.10 The License to use is valid in perpetuity if the Recordings have been downloaded with a valid subscription license, or through purchase of a single-track license.
The subscription grants access to the Recordings for one year and is automatically renewed every year unless you decide to cancel. Responsibility for cancelling the subscription is yours and you are required to take the necessary actions in order to cancel your automatic-recurring subscription payment in your account.
4.11 Preview versions of Recordings available for free download on the Website are for internal testing and client approval purposes only and cannot be used for any other purpose including, but not limited to, any unlicensed use in commercial materials, advertisements, digital media or video synchronization.
5. Limitations of Use
5.1 Under this license agreement, you may not:
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- Sell, transfer, sub-license, share, give away or otherwise assign the Recordings or your rights granted hereunder to any other party.
- Resell the Recording (or otherwise make it available) by itself or as part of a package except solely as embodied within your Project.
- Resell the Recording (or otherwise make it available) in any manner that would enable a third-party to download the Recording as a separate file, such as (but not limited to) in e-card templates or website templates.
- Resell the Recording (or otherwise make it available) as part of any competing product such as music compilation or music library.
- Resell the Recording (or otherwise make it available) as, or as part of, your music or as your song, even if it has been transformed or edited, or if you add other instruments or vocals to the music.
- Claim to be the creator or copyright holder of the Recording or of any derivative work created from the Recording.
5.2 You hereby confirm that it is known to you that the License granted to you according to the Agreement herein is nontransferable and it is not possible to grant sublicenses by its virtue.
5.3 You hereby undertake not to claim ownership of any of the Recordings, inclusive of by YouTube content identification.
6. Prohibited Usage
6.1 It is prohibited to use Recordings in any manner which is illegal and/or in any other manner which may damage the artist, the Company’s reputation, or third-parties, and inclusive of in any manner which violates the rights of third-parties.
6.2 It is prohibited to use the Recordings, inclusive of as part of Projects, in context of violence, or encouragement of violence, pornography and abomination, racism, hate and discrimination against any person or based on race, religion, sex, sexual orientation, community or nationality, threats, hurting the helpless, violating privacy, slander and any other insulting contents.
The Company reserves its full right to determine at its discretion whether a use of a Recording constitutes a violation of this article and you hereby undertake to accept the Company’s decision in this matter.
6.3 It is prohibited to use the Recordings in any manner contrary to court orders and/or which was forbidden by the provisions of any law.
6.4 It is prohibited to use the Website or the Recordings in a manner which might damage, block, cause an overload or harm the Website, the communication networks and any communication equipment, or to interrupt any other body’s use of the Website. You are not entitled to try and obtain unauthorized access to the Website, the contents, other people’s accounts or computer systems or to networks connected to the Website by any means whatsoever.
6.5 It is known to you that the Company may demand that you immediately cease using any of the Recordings in case the Company receives a notice according to which the Recording might be violating any third-party rights. To the extent you are notified by the Company that it is forbidden to use any of the Recordings, you hereby undertake to cease using the same and to take all the actions required in order to make anyone on your behalf cease the use mentioned.
7. Ownership
7.1 You hereby acknowledge that the Company is and remains the owner of all right, title and interest in the Recording, including without limitation any copyrights therein. The Recording is protected by and subject to American and international copyright laws. This license is non-exclusive and Audio Buzz retains the right to sell licenses of the Recording to third-parties at its sole discretion.
8. Limitation of Liability
8.1 The Recordings and the services provided on the Website are provided for use AS IS and AS AVAILABLE and you will bear no argument, claim, or demand toward the Company for their suitability for your needs or for their properties.
8.2 The Company does not warrant that the Website’s services will not be interrupted or will be immune to damage, malfunctions, defects or failures and all in the hardware, software, communication systems and lines, at the Website or at any of its suppliers.
8.3 The Company will bear no liability in case any of the Recordings are not available on the Website, for any reason whatsoever, during the term of the Agreement.
8.4 The Company will bear no liability in any manner to the use of any other additional contents which you may integrate in the Projects and you will solely bear full and exclusive liability for using them.
8.5 The Company reserves its right to remove and/or add Recordings to the Catalog at any time at its exclusive discretion and you will bear no claims or arguments in this regard.
8.6 The Company will bear no liability for any direct or indirect damage, monetary or other, which you might incur consequent upon: (1) changes the Company may make to the Services, all or any of them; (2) ceasing, temporarily or permanently, the provision of the Services, all or any of them; (3) changing, adding or removing any of the Services’ characters or properties, all or any of them; (4) changing, adding or removing any contents from the Site and/or recordings from the Catalog, all or any of them.
9. Intellectual Property Rights
9.1 All the information, the Recordings and contents included in the Website and the services offered therein, inclusive of text, illustrations, graphics, sound, graphic segments, software applications, graphs and photos are protected by copyrights and intellectual property rights of the Company or of other suppliers.
9.2 The Agreement herein grants you an authorization to use the Website and the Recordings in accordance with the provisions of the Agreement herein only and is conditioned by your undertaking not to make or be involved in the making of any activities which breach the Agreement herein, and specifically in activities which cause the violation of intellectual property rights and/or deviation from the provisions of the License.
9.3 You are prohibited from using the Website’s name, trademarks and logos which are on the Website.
9.4 You hereby declare and confirm that you do not and will not have any ownership and/or intellectual property rights in the Recordings and/or the contents of the Website and/or the Website’s trademarks and its design, and that your right is restricted to the limited Right of Use granted to you in the Agreement herein.
10. Company’s Rights in Case of Breach
10.1 You hereby agree that any unauthorized use by you and/or by anyone on your behalf of any of the Recordings or in a manner deviating from the conditions of the License herein, constitute a breach of the Agreement as well as a violation of the copyright laws, and the Company and anyone on its behalf have the full right to exercise all rights and remedies available to it by law in such case. To the extent the violation is done by a person other than you but who is under your control, then you are required to take any possible action to immediately cease the violation.
10.2 The Company will be entitled, at its discretion and without any prior notice, to block your access to the Website, temporarily or permanently, in case you violate the law or any of the Website’s terms of use, or if there exists any other interruption to the Website’s regular activity, and you will bear no claim or demand in this regard.
10.3 Without derogating from the above mentioned, to the extent you breach the Agreement herein, the Company will be entitled to disclose your name and details known to it about you in any legal proceeding, even without the awarding or a judicial order so instructing. You hereby undertake to indemnify the Website and anyone on its behalf for any argument, claim, damage, loss, loss of profit, payment or expense it may incur (inclusive of lawyer’s fee and legal expenses) due to your breach of the provisions of the Agreement.
10.4 The Company reserves the right to disclose personal information about you or about your use of the Website, inclusive of the content used without obtaining your permission, if such as act is essential in order to: (1) obey legal requirements or comply with orders issued in a legal proceeding or by a competent authority by any law; (2) enforce the Agreement herein.
11. Availability
11.1 The Company makes all possible efforts to make sure that all the Recordings that comprise its online library are available at all times. However, Company makes no representations or warranties that all Recordings will be available at all times. The Company may discontinue licensing certain Recordings at its sole discretion.
In the event that the Company gets a notice or otherwise concludes that any Recording may be subject to a claim of infringement of another’s right for which the Company may be liable, Company may require you to immediately stop using the Recording, delete or remove the Recording from its premises, computer systems and storage (electronic or physical); and ensure that its clients do likewise.
The Company shall provide you with comparable content (which comparability will be determined by the Company in its reasonable commercial judgment) free of charge, but subject to the other terms and conditions of this Agreement.
12. Nature of Engagement
12.1 You hereby confirm and declare that the engagement between you and the Company is an engagement between the provider of a license and a licensee and the parties are not bound in any employee-employer relations and/or in any partnership relations.
12.2 You will not be able to cancel the engagement in the Agreement herein and as from the moment of engagement you will not be entitled to any refund whatsoever, unless in accordance with the Company’s exclusive discretion.
12.3 The Company reserves the right to change the conditions of the Agreement herein from time to time at its exclusive discretion. Upon making the changes, the new agreement will be published on the Website and a notice will be sent to you. If you do not agree to the changes in the Agreement, you must cease using the Website and downloading Recordings, for otherwise your continuing the use of the Website and downloading Recordings will be considered as accepting the changes mentioned and they will apply to you in their entirety.
12.4 The Company is entitled to assign and/or transfer and/or deliver its rights and/or its undertakings according to the Agreement herein, in whole or in part, to third-parties as it may see fit and at its exclusive discretion, and any transferee as mentioned will be entitled to make a transfer as mentioned to third-parties as it may see fit without having to obtain your consent.
12.5 Upon termination of the Agreement for any cause whatsoever, the License to Use granted to you by its virtue will expire and you hereby undertake to immediately cease downloading Recordings and using them.
12.6 The Agreement herein forms and summarizes all the provisions agreed between the parties with all that relates thereto and any agreement and/or undertaking and/or declaration not specifically included in the Agreement herein will not be valid. You hereby waive in advance any claim according to which the Agreement was changed and/or amended and/or canceled by conduct or by any correspondence between you and the Company or anyone on its behalf.
12.7 You hereby undertake to indemnify the Company for any damage and/or expense it may incur consequent upon any use a Licensee may do with a Recording in a manner contradicting the provisions of the Agreement herein.
12.8 If and to the extent any provision of the Agreement herein is decided by court to be illegal or unenforceable, it will not be such as to derogate from the validity of the other provisions of the Agreement herein.
12.9 The Agreement herein complements the Website’s terms of use and is not such as to derogate therefrom. In case of any discrepancy between the Agreement herein and the terms of use in the Site, the provisions of the Agreement herein will prevail.
12.10 Notices according to the Agreement herein will be given in writing and delivered by hand or be sent by email according to the email address you specified in the registration form. Any delivery of a notice by email as stated in the article herein will be considered a lawful delivery.
13. Taxes
13.1 You bear responsibility for payment of all taxes and expenses applying to you consequent upon the Agreement herein, to the extent such may apply.
14. General Provisions
14.1 This Agreement shall be governed by and construed according to the laws of California, U.S.A, and the Parties hereby acquiesce to the jurisdiction of the courts of the judicial district of California. The parties hereto have expressly requested that this Agreement and all ancillary documents be drafted in the English language.
14.2 Nothing in the present Agreement shall be interpreted as constituting or creating a joint venture or partnership between the Parties. This Agreement shall be to the benefit of and bind the respective heirs, executors, administrators and assigns of the Parties hereto. If any part of this Agreement shall be determined to be invalid or unenforceable by a court of competent jurisdiction or any other legally constituted body having jurisdiction to make such determination, the remainder of this Agreement shall remain in full force and effect.
Last Revised: June 2019
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