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License Info
License Summary - License grants, non-exclusive use of Digital Audio Files, royalty free. END-USER LICENSE AGREEMENT
---IMPORTANT-- READ CAREFULLY BEFORE OPENING PACKET AND USING PRODUCT.
This License Agreement is a legal agreement (hereafter referred to as the "AGREEMENT") between AdultIndustryMusic.com. (hereafter referred to as "LICENSOR") and You, the End User (hereafter interchangeably referred to as "You" or "LICENSEE) for the use of digital audio files identified (cds sold:) (hereafter referred to as the "Digital Audio Product"). The Digital Audio Product is licensed, pursuant to the terms of this License Agreement, not sold. Please read this License Agreement carefully before opening the sealed package. If you do not agree with the terms and conditions of this License Agreement, promptly return the package unopened to the place you obtained it and your purchase price will be refunded. By opening the sealed package and installing, copying, or otherwise using the Digital Audio Product, you, as Licensee, agree to be bound by all the terms and conditions of this AGREEMENT.
1. GRANT OF NON-EXCLUSIVE LICENSE. This Digital Audio Product License is non-exclusive.
1.1 Notwithstanding any provision to the contrary in this Licensing Agreement, LICENSEE shall have the right to use, publish, broadcast, edit the Digital Audio Product. The use of the Digital Audio Product is royalty free, with the provision that AdultIndustryMusic.com shall be credited where applicable in this manor, "Music By: AdultIndustryMusic.com"
1.2 The grant of this license is strictly conditioned upon LICENSEE paying the LICENSE FEE of (Price): $.
1.3 COPYRIGHT. All title and copyright in and to the Digital Audio Product is owned by LICENSOR and is protected by United States copyright laws and international treaty provisions. United States copyright laws prohibit you from making any other copy of the Digital Audio Product for any reason without Licensor's permission. These federal copyright laws also prohibit you from copying any written materials accompanying the Digital Audio Product without first obtaining Licensor's permission.
2. LICENSE IS NON-TRANSFERABLE. The License granted herein to LICENSEE is a non-transferable license expressly conditioned upon LICENSEE'S acknowledgment and acceptance of and agreement to all the caveats, conditions and disclaimers contained herein.
3. AGREEMENT NOT TO REPRODUCE. LICENSEE agrees not to reproduce the Digital Audio Product except as expressly provided herewith and to prevent others from doing so unless otherwise expressly authorized in writing by LICENSOR. LICENSEE agrees that such acknowledgment, acceptance and agreement was made at the time LICENSEE opened the packet containing the Digital Audio Product and the accompanying materials.
4. OTHER RESTRICTIONS. The grant of rights under this AGREEMENT is limited by the following restrictions and the following warranties made by LICENSEE to LICENSOR and that a breach of any of these restrictions or of LICENSEE's warranties shall constitute a material breach under this Agreement:
4.1 LICENSEE may not sell, rent, lease, sublicense, give away, lend, transfer or distribute the Digital Audio Product or create derivative works based upon the Digital Audio Product in whole or part or in anyway transmit the Digital Audio Product to any third party without the express prior written consent of Licensor and the payment of a Licensing fee to Licensor or each said transfer or dissemination. Licensee may in is absolute discretion refuse to permit any transfer or distribution of the Digital Audio Product to third parties.
5. BREACHES BY LICENSEE/TERMINATION OF AGREEMENT
5.1 If LICENSEE breaches any material provision of this Agreement, LICENSOR may terminate and revoke this Agreement and all rights granted under this Agreement upon written notice to LICENSEE, the effective date of the termination and revocation shall be five (5) days after written notice of the breach unless the breach is cured to the satisfaction of LICENSOR, in LlCENSOR's absolute discretion and judgment, within that five (5) day period of time.
5.2 Upon termination of the Agreement by LICENSOR because of a material breach by LICENSEE, LICENSEE shall immediately cease using any of the Digital Audio Product.
6. WARRANTIES AND REPRESENTATIONS BY LICENSOR.
6.1 LICENSOR warrants that it either owns the copyright in the Digital Audio Product or possesses the necessary intellectual property rights to permit LICENSOR to grant the rights granted in this licensing Agreement.
6.3 LICENSEE acknowledges and agrees that except for the specific warranties and representations set forth in paragraphs 6.1 of this Agreement, LICENSOR makes no other representations, guaranties or warranties of any kind with respect to Digital Audio Product and all use of data therein is solely at the LICENSEE'S risk. LICENSOR disclaims all other warranties, either express or implied including, but not limited to, express or implied warranties of merchantability and fitness for a particular purpose, with regard to the Digital Audio Product and the accompanying written materials. No joint venture or relationship of any kind between the PARTIES exists or is intended by the PARTIES.
7. NO LIABILITY FOR CONSEQUENTIAL DAMAGES. TO THE MAXIMUM EXTENT PERMITTED
BY APPLICABLE LAW, IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OR INABILITY TO USE Digital Audio Product, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, LICENSOR'S ENTIRE LIABILITY UNDER ANY PROVISION OF THlS LICENSE AGREEMENT SHALL BE LIMITED TO THE GREATER OF THE AMOUNT ACTUALLY PAID BY LICENSOR FOR THE SOFTWARE PRODUCT OR U.S. S5.00. BECAUSE SOME STATES AND JURISDICTlONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
8. LICENSEE'S SOLE REMEDY. LICENSOR's entire liability and LICENSEE's exclusive remedy shall be a refund of the licensing fee(s) paid to LICENSOR.
9. WAIVER OF CONFLICT. LICENSEE hereby acknowledges and agrees that the terms of this LICENSE AGREEMENT are reasonable and fair, all terms have been fully disclosed in writing, LICENSEE has been given a reasonable chance to seek advice of independent counsel with respect to this AGREEMENT and all transactions associated therewith prior to LICENSEE'S opening of the sealed package, and installing, copying, or otherwise using the Digital Audio Product, and that LICENSEE'S acts of opening of the sealed package, and installing, copying, or otherwise using the Digital Audio Product hereby constitutes acceptance of and agreement to all of the terms and conditions of this AGREEMENT.
10. INTEGRATION: AMENDMENT; NONWAIVER. This Agreement constitutes the entire agreement of LICENSOR and LICENSEE with respect to the subject matter hereof, and supersedes and cancels all other prior Agreements, discussion, or representations, whether written or oral. No modification of this Agreement shall be enforceable unless reduced to writing and signed by duly authorized representatives of LICENSOR and LICENSEE. No officer, employee or representative of LICENSOR or LICENSEE has any authority to make any representation or promise in connection with this Agreement or the subject matter thereof which is not contained expressly in this Agreement. LICENSEE acknowledges and agrees that the failure of LICENSOR to enforce any of the specific provisions of this Agreement shall not preclude any other or further enforcement of such provision(s) or the exercise of any other right hereunder.
l 1. GOVERNING LAW: JURISDICTION. LICENSOR AND LICENSEE agree that this Agreement and all legal rights, obligations and duties arising by virtue of this AGREEMENT shall be governed by and construed according to the laws and judicial decisions of the State of California and the United States when applicable. In case of any litigation regarding this Agreement, LICENSEE agrees that the venue for such litigation shall be, depending on the subject matter of the dispute, either the state courts of California or the Federal District Court in California. |
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