The following terms and conditions constitute a legally binding agreement (“Agreement”) between you (“Licensee”) and SHAPINGWAVES (“Licensor”). In consideration of the mutual covenants contained herein and for other good and valuable consideration (the receipt and sufficiency of which are acknowledged by each party hereto), the parties agree as follows:
1. Grant of License
Subject to Licensor receiving the license fee for the Library, Licensor grants to Licensee a non-exclusive, royalty-free license to use the Sounds in the Libraries, anywhere in the world, in perpetuity on the terms set forth in this Agreement.
2. Rights Granted
The license granted in this Agreement allows Licensee to:
– Synchronize the Sounds with moving images and/or other sounds in respect of any film, television, game, internet, or
other media production (“Projects”) and any trailers, advertising, and promotion related to any Project.
– Reproduce the Sounds for the purpose of the Projects and any trailers, advertising, and promotion related to the
Projects.
– Publicly perform, distribute, use, and otherwise exploit the Sounds in connection with the Projects and any trailers,
advertising, and promotion related to the Projects.
3. Restrictions
The license granted in this Agreement is limited to the Projects and any trailers, advertising, and promotion related to the Projects. Licensees are not permitted to:
– Claim ownership or authorship of the Sounds (Libraries).
– License or sell any Sound (Library) in its entirety, or adopt, modify, or repackage any Sound (Library).
– Use, reproduce, or license any Sounds other than in respect of a Project and any related trailers, advertising, and
promotion (i.e., Licensees must not act as a distributor of the Libraries or Sounds themselves).
– Training, improving, or developing any Neural Networks (NN), Artificial Intelligence (AI), or Machine Learning (ML)
models or algorithms, whether for commercial or non-commercial use. (separate license required)
4. Number of Users
Our default license covers a single user or workstation. Licensee agrees to:
Pay proper licensing fees for each workstation on which the Libraries will be used.
Use the Libraries only on the number of workstations covered by this Agreement.
If additional workstation use is required, Licensee must contact Licensor for updated licensing terms and agrees to pay any additional licensing fees required for such use.
5. Warranty and Indemnity
Licensor warrants, represents, and acknowledges that:
It owns and/or has secured all necessary rights related to the Libraries, including, without limitation, the Sounds.
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.
Licensee agrees that Licensor is the sole owner of the Sounds in the Libraries and that they shall remain the sole and exclusive property of Licensor at all times.
Licensee will indemnify Licensor from, and against any and all claims, demands, suits, damages, liabilities and all reasonable expenses, including legal fees incurred by Licensor with respect to any matter that arises as a result of a breach of this agreement by you.
6. Governing Law
This Agreement shall be governed in all respects by the laws of Germany.
7. Assignment
Neither party shall assign this Agreement or its entitlements or obligations hereunder without the prior written consent of the other party. Such consent shall not be unreasonably withheld, delayed, or conditioned. Any attempted assignment or transfer in violation of this section shall be null and void.
8. Termination
In the event of any breach by Licensee of the terms in this Agreement, Licensor reserves the right to terminate any and all licenses covered under this Agreement. Upon termination of the license, Licensee must immediately cease use of the Libraries, refrain from future use of said Libraries and destroy any and all copies of the Libraries in Licensee’s possession.
Licensor
SHAPINGWAVES
Postfach 580627
10415 Berlin / Germany support@shapingwaves.com