AudioBlocks.com Royalty Free License Agreement
Your license does not restrict your right of public performance, such as broadcasting the Stock Files in whole or in part in television or radio broadcasts, but a cue sheet may be required to satisfy the requirements of Performance Rights Organizations (“PROs”), which govern obligations of, for example, network broadcasters. Footage Firm makes no warranty as to what conditions will satisfy the PROs, and you must satisfy yourself that these conditions are met if you engage in public performance. 3. YouTube Infringement Complaints. This license contemplates that you may upload a video Derivative Work incorporating a Stock File on YouTube. Footage Firm is not associated with YouTube and does not control its process for identifying copyright-infringing content. However, in the event you receive a notice of copyright infringement for incorporation of a Stock File, you may contact the Customer Service department of Footage Firm for assistance in resolving the infringement complaint, and Footage Firm will make best efforts to use its resources to intercede on your behalf to resolve the complaint if practical to do so. Footage Firm’s efforts in this regard are a benefit for you as a license-holder and are not guaranteed to be successful given YouTube’s policies are not under the control of Footage Firm. Footage Firm is not liable to you for any period in which your content is blocked by YouTube or any similar online forum. 4. Fees and Payments. In exchange for your usage of Footage Firm’s Stock Files as provided hereunder, you must have a registered AudioBlocks.com account (with either free trial or paid status) at the time of downloading. This license applies to all files you downloaded during your subscription (regardless of whether it was a paid or free trial account), and remains in effect even after you cancel your account. (You may continue to use the clips you downloaded even after account cancellation, as described in this Agreement, in perpetuity.) You agree to pay and be responsible for any and all sales taxes, use taxes, value added taxes and duties imposed by any jurisdiction as a result of the license granted to you, or of your use of the Stock Files, pursuant to this Agreement. 5. Copyright. Footage Firm, its licensors and contributors retain all right, title, and interest in and to the Stock Files not expressly granted by the License Grant above. Such rights are protected by the United States and International Copyright laws and international treaty provisions. You may be held legally responsible for any copyright infringement that is caused or encouraged by your failure to abide by the terms of this Agreement. 6. No Warranty. Footage Firm makes no representation or warranty with respect to any Stock File or the use of names, trademarks, logos, registered or copyrighted designs or works of art depicted in any Stock File, and you must satisfy yourself that all necessary rights, model releases, consents or permissions as may be required for your intended usage are secured. All Footage Firm’s Stock Files are provided “as is.” Footage Firm makes no representation or warranty either express or implied including but not limited to any implied warranties of merchantability, fitness for any particular use, quality of image, noninfringement, or compatibility with any computer hardware or other equipment, operating system or software program. Neither Footage Firm nor any of its directors, officers, employees, subsidiaries, affiliates, or agents shall be liable for any damages, whether direct, incidental, or consequential, or other damages arising out of the use of, or the inability to use, the Stock Files. You acknowledge that Footage Firm has no obligation to review, monitor or screen Stock Files, although Footage Firm it reserves the right in its sole discretion to do so, and Footage Firm does not approve, endorse or make any representations or warranties with respect to Stock Files. Footage Firm does not warrant the accuracy of any categorization, keyword, caption or title of the Stock File or the metadata that may be provided therewith. ANY STOCK FILES DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH THE SITE IS ACCESSED AT YOUR OWN RISK, AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY OR PERSON, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND ANY DEVICE YOU USE TO ACCESS THE SITE OR THE SERVICES, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING OR DOWNLOADING SUCH CONTENT. 7. Indemnity and Release. You will indemnify and hold Footage Firm, and its subsidiaries, affiliates, officers, directors, agents, partners and employees (collectively, the “Footage Firm Parties”), harmless from any claim or demand, including reasonable attorney’s fees, arising out of your use of Stock Files. You hereby release the Footage Firm Parties and their successors from claims, demands, any and all losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage that is either directly or indirectly related to or arises from any Stock Files or use thereof. If you are a California resident, you waive California Civil Code 1542, which says: “A general release does not extend
the cost of litigation, (h) the arbitrator may award any damages or other relief or remedies (including attorneys’ fees and costs) that are permitted by applicable law; and (i) each side pays his, her or its own attorneys’ fees and costs unless the claim(s) at-issue permit the prevailing party to be paid its fees’ and litigation costs, and in such instance any fees’ and costs awarded by the arbitrator shall be determined by applicable law, statute, regulation, or case law. Notwithstanding the foregoing, either you or Footage Firm may bring an individual action in small claims court. Further, claims of infringement or misappropriation of the other party’s patent, copyright, trademark, or trade secret shall not be subject to this arbitration agreement. Such claims shall be exclusively brought in the state or federal courts located in the State of Delaware. With the exception of subparts (d) – (f) in the paragraph above (prohibiting arbitration on a class or collective basis), if any part of this arbitration provision is deemed to be invalid, unenforceable or illegal, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, or illegal provision were not contained. If, however, subparts (d) – (f) are found to be invalid, unenforceable or illegal, then the entirety of this arbitration provision shall be null and void, and neither you nor Footage Firm shall be entitled to arbitration. In the event this agreement to arbitrate is held unenforceable, or in the event both AAA and JAMS refuse to arbitrate the Dispute, all controversies, disputes, demands, counts, claims, or causes of action between Footage Firm and you shall be exclusively brought in the state or federal courts located in the State of Delaware. For more information on AAA, its rules and procedures, and how to file an arbitration claim, you may call AAA at 800-778-7879 or visit the AAA website at http://www.adr.org. For more information on JAMS, its rules and procedures, and how to file an arbitration claim, you may call JAMS at 800.352.5267 or visit the JAMS website at http://www.jamsadr.com.