RABBIT EARS AUDIO, L.L.C. SOUND FX LIBRARY LICENSE
License Agreement for Users of RABBIT EARS AUDIO, L.L.C. Sound FX Libraries
The following terms and conditions constitute a legally binding Agreement (“Agreement”) between you. (“Licensee”) and RABBIT EARS AUDIO, L.L.C. (“Licensor”). By purchasing a Library you acknowledge that you have read the terms of this Agreement, understand it and agree to be bound by its terms.
1. Grant of License
In consideration for receiving the Libraries from the Site, Licensor grants Licensee a non- exclusive royalty free license to use the sounds in the Libraries (“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:
- 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;
- synchronize the Sounds with moving images in respect to any film, television, video game, software, internet or other media production related to Licensee Projects;
- reproduce or modify the Sounds for integrating them into Licensee Projects;
- publicly perform the Sounds in respect of those Licensee Projects.
3. Restrictions on Uses
The license granted in this Agreement is specific to Licensee and limited to the Projects and as such does not permit Licensee to make copies of any of the unsynchronized recordings contained in the Library(ies) or within Licensor’s royalty free products, except as may be designated to the specific number of workstations Licensee has paid for, for the sole purpose of specific audio and /or visual synchronization into Licensee’s Products; does not permit Licensee to license or sell any Library in its entirety or adapt, modify, or repackage any Library; does not permit Licensee to sell the Sounds contained in the Library outright to any other individual or party (although, the Sounds may be sold as part of Licensee’s Products); does not permit Licensee to re-record or change the Sounds in any way not authorized under this Agreement without the written consent of Licensor; does not permit Licensee to claim ownership or authorship of the Sounds represented under this Agreement; or permit Licensee to transfer, share or sub-lease this Agreement with any other party.
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.
Licensee must not assign the Sounds to any other party except as necessary for the use of the
Sounds in an Licensee Project.
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 and Warranties. Licensor represents and warrants that:
- Licensor has and will have the necessary rights and authority to execute and deliver this Agreement, to perform Licensor’s obligations under this Agreement and to grant Licensee all rights purported to be granted in this Agreement;
- Nothing in the Library or Sounds violates or infringes any right of any third party, and the Library and Sounds are and will be free of third-party ownership;
- Licensor has not sold, assigned, licensed or in any other way disposed of or encumbered the rights granted to Licensee under this Agreement, and Licensor will not sell, assign, license or in any other way dispose of or encumber those rights;
- No demand, claim, suit, action or other proceeding pending or threatened exists that questions or challenges the ability or right of Licensor to enter into this Agreement or to perform any of Licensor’s obligations under this agreement, nor does any reasonable basis exist for any such demand, claim, suit, action or other proceeding.
8. Licensee’s Representations and Warranties. Licensee represents and warrants that:
- Licensee has and will have the necessary rights and authority to execute and deliver this Agreement, to perform its obligations under this Agreement and that nothing contained in this Agreement will place Licensee in breach of any other contract or obligations; and
- No demand, claim, suit, action or other proceeding pending or threatened exists that questions or challenges the ability or right of Licensee to enter into this Agreement or to perform any of Licensee’s obligations under this Agreement, nor does any reasonable basis exist for any such demand, claim, suit, action or other proceeding.
- That the person executing this Agreement on behalf of Licensee has full authority to enter into this Agreement on behalf of Licensee.
- That Licensee will not use the Libraries on a greater number of workstations than Licensor has paid for.
a..Licensor’s Indemnification. Licensor shall indemnify Licensee and its affiliates, officers and employees for any third-party claim, demand, proceedings, liability, damages, loss or expenses (collectively, “Third Party Claim”) resulting from a breach of this Agreement’s terms or related to the Library or Sounds or anyone acting under Licensor’s direction or control or on its behalf. Licensee shall give prompt notice to Licensor of the assertion of an Third Party Claim for which Licensee seeks indemnity under this section. The parties shall mutually agree upon counsel to answer and defend any Third Party Claim, and Licensor shall pay counsel’s fees and related expenses to defend any Third Party Claim. Licensee may employ separate counsel and participate in the defense of any Third Party Claim at its own expense. Licensor shall not settle or resolve any Third Party Claim without Licensee’s prior written approval which approval shall not unreasonably be withheld. Licensor’s obligations under this indemnification shall not exceed the amount paid by Licensee pursuant to this agreement.
b. Licensee’s Indemnification. Licensee shall indemnify Licensor for any third-party claim, demand, proceeding, liability or damages resulting from Licensee’s breach of this Agreement’s terms or a third party claim against Licensee’s Projects not based on Licensor’s Library. Licensor shall give prompt written notice to Licensee of the assertion of any third party claim against Licensee Projects for which Licensor seeks indemnity. Licensee shall engage counsel to answer and defend any such claim. Licensor may employ separate counsel and participate in the defense of any such claim at its own expense. Licensor shall provide Licensee reasonable assistance and cooperation concerning any such claim.
Licensor accepts no responsibility for any loss of business or business profits resulting directly or indirectly from the performance of any of Library or Sound. Licensor’s liability is limited and restricted solely to replacement of the Library or Sounds at no charge to Licensee.
This Agreement shall be governed by and construed in accordance with the laws of the State of New York, excluding that body of law relating to choice of law. Licensee agrees that any dispute arising out of this agreement or the Library shall be resolved solely by the federal and state Courts in the State of New York.