PLEASE READ THIS AGREEMENT CAREFULLY. TO LICENSE, DOWNLOAD AND/OR USE ANY MATERIAL FOUND ON THIS SITE, YOU ARE BOUND TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. BY ELECTRONICALLY CLICKING ON THE BUTTON LABELED "ACCEPT" WHEN GOING THROUGH THE ORDER PROCESS, YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS. ALL TRANSACTIONS ARE FINAL.
By downloading any of the SoundSets or Extended Mixes or Tracks or Loops or Sound Effects ("audio material") available on this site, you ("the Licensee") agree to and are bound by the following terms and conditions set forth by KILL THE SILENCE Media Productions, Inc. ("the Licensor").
I. GRANT OF RIGHTS FOR ALL AUDIO MATERIAL: For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Licensor hereby grants the Licensee a nonexclusive, nontransferable right to use, publicly display, and distribute each licensed material in any production or project and solely as part of the project ("the Project"). This license shall not include the right to use the material, or a sample thereof, independently of the Project, or on a standalone basis, or as a foundation for other musical works to be sold and distributed commercially in any form. The license allows the use of the material as background audio for voice-over material. The rights granted herein shall not confer in Licensee any rights of ownership in the material, including, without limitation, the copyright thereto, sale, lending or redistribution of the material. Any and all modifications made to the material by Licensee shall not confer in the Licensee any ownership rights to the modified material. Any and all modifications are not to be used independently of the project in which the material shall be used. All material is protected by copyright and other intellectual property laws, and all intellectual property rights in the material belong to the Licensor. Failure to comply with the terms and conditions set forth in this Section I shall result in the violation of Licensor's worldwide rights. Any and all violators will be prosecuted.
II. CREDIT (Optional): If the Licensee wishes to give credit to Licensor for sound, and provided that the audio material is used in the Project, Licensee can display Licensor's logo by writing in the Project in substantially the following form:
music and sound design by www.killthesilence.com
If the Project is featured online, it is at the licensee's option to maintain a live link to the www.killthesilence.com website when displaying the CREDIT.
III. TERM: This license begins on the date that the sound files are received and is granted indefinitely for use solely in the Project or for the life of the Project.
IV. WARRANTIES: Licensor represents and warrants that:
a. the audio material was created solely by him/her, his/her full-time employees during the course of their employment, or independent contractors who assigned all right, title and interest worldwide in the audio material to Licensor or Licensor has obtained sufficient rights to grant the license stated in Section I.
b. Licensor is the owner of all right, title and interest in the tangible forms of the audio material and all intellectual property rights protecting them or has the right to grant the license in Section I. The audio material and the intellectual property rights protecting them are free and clear of all encumbrances, including, without limitation, security interests, licenses, liens, charges or other restrictions which conflict with the license in Section I;
c. The use, public display, or public performance of the audio material does not and will not violate the rights of any third parties in the audio material including, but not limited to, copyrights, publicity and privacy;
d. Licensor has full power and authority to make and enter into this Agreement.
V. DISCLAIMER OF CONSEQUENTIAL DAMAGES: Under no circumstances shall the Licensor be liable for any consequential or incidental damages whatsoever arising out of the use of the audio material or inability to use the audio material, including without limitation, computer failure, work stoppage or any other damages, even if Licensor has been advised of the possibility of such damages. Because some states and countries do not allow the exclusion for limitation of liability for consequential or incidental damages, the above limitation may not apply to you.
VI. LIMITATION ON LIABILITY: LICENSOR'S LIABILITY SHALL IN NO EVENT EXCEED THE ACTUAL PRICE PAID FOR THE LICENSE.
VII. EXPORT CONTROL: The United States controls the export of products and information. You agree to comply with such restrictions and not to export or re-export the audio material or audio material to countries or persons prohibited under the export control laws. By downloading the audio material, you are agreeing that you are not in a country where such export is prohibited or are a person or entity to which such export is prohibited. You are responsible for compliance with the laws of your local jurisdiction regarding the import, export or re-export, of the audio material.
VIII. EXCLUSIVE REMEDY: The exclusive remedy for breach of this Agreement shall be, at the Licensor's option, either (a) the repair or replacement of the audio material that does not meet the Licensor's Warranties (and is returned with proof of license); or (b) a refund of the fee, if any, which the Licensee paid to license the audio material.
IX. GENERAL PROVISIONS. This Agreement will be governed by and construed in accordance with the laws of the United States of America and the State of California. If any provision of this agreement is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this agreement, which shall remain in full force and effect. No waiver of any term of this agreement shall be deemed a further or continuing waiver of such term or any other term. This agreement constitutes the entire agreement between the Licensee and the Licensor with respect to this transaction. Any changes to this agreement must be made in writing, signed by an authorized representative of the Licensor.