End User License Agreement
PLEASE READ CAREFULLY BEFORE INSTALLING AND USING THE SOFTWARE AND DIGITAL CONTENT FROM THIS WEBSITE:
This licence agreement (“Licence”) is a legal agreement between you (“you”) and Mammoth Audio Limited of Platform 2, Village Underground, 54 Holywell Lane, London, EC2A 3PQ (“Licensor”, “us”, “our” or “we”) for a) the use of our music sampling software (“Software”) and b) the use of the samples made available by us via the Software and our website (“Sounds”) in each case as downloaded or purchased by you.
1. GRANT AND SCOPE OF LICENCE
Use of the Software
1.1 Subject to the other terms of this Licence, we hereby grant to you a non-exclusive, non-transferable, non-sub licensable licence to use the Software. If you are a consumer, you may download, install and use the Software on up to four (4) end user devices. If you are a business user, you may download, install and use the Software on only one (1) end user device.
1.2 For the avoidance of doubt, if you are a business customer and you wish to use the Software on more than one end user device, you will need to purchase additional licences for each end user device.
1.3 Except as expressly set out in this Licence or as permitted by any local law, you undertake:
(a) not to copy the Software except where such copying is incidental to normal use of the Software, or where it is necessary for the purpose of back-up or operational security;
(b) not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the Software;
(c) not to make alterations to, or modifications of, the whole or any part of the Software, nor permit the Software or any part of it to be combined with, or become incorporated in, any other programs;
(d) if you are a business, to supervise and control use of the Software and ensure that the Software is used by your employees and representatives in accordance with the terms of this Licence;
(e) not to use the Software via any communications network or by means of remote access.
Use of the Sounds
1.4 Subject to the other terms of this Licence, we grant you non-exclusive, non-transferable, non-sub licensable licence to:
(a) use the Sounds in combination with other sounds in sound recordings and other reasonable musical purposes within musical compositions (“Your Music”)
(b) modify the Sounds to use in Your Music; and
(C) use the Sounds in Your Music for commercial purposes (including publically performing Your Music)
All other rights are expressly reserved.
1.5 The Licence granted under clause 1.4 applies to Sounds created by the Licensor or Sounds created using the Software (See clause 2.2)
1.6 You MAY NOT use the Sounds in isolation as sound effects or as loops (i.e. a sequence of musical events) or any competitive products that are sold or relicensed to multiple third parties. This License expressly forbids resale, relicensing or other distribution of the Sounds, either as they exist or any modification thereof. You cannot sell, loan, rent, lease, assign, upload to or download from any server, or transfer all or any of the enclosed sounds to another user, or for use in any competitive product. Licensor may revoke a licence granted to you in respect of Sounds if you breach any terms of this Licence.
2. INTELLECTUAL PROPERTY RIGHTS
2.1 You acknowledge that all intellectual property rights in the Software and Sounds anywhere in the world belong to us and our licensors, that rights in the Software and Sounds are licensed (not sold) to you, and that you have no rights in, or to, the Software and Sounds other than the right to use them in accordance with the terms of this Licence.
2.2 Any Sounds created by the Software shall vest immediately in the Licensor. To the extent that any Sounds vest in you upon creation, you hereby assign by way of present assignment of future copyright, all copyright and rights of a similar nature to the Licensor absolutely and waive any so called “moral rights” in such Sounds. You undertake to execute such documents which we shall reasonably request to give effect to the assignment in this clause 2.2.
3.1 The price to access our Software and Sounds will be displayed on our website as well as the payment methods we accept.
3.2 When you complete a purchase on our website, you will have immediate access to the Software and Sounds and you acknowledge that by downloading the Software or accessing the Sounds, you will lose your right to cancel the contract between you and us.
4. OUR RESPONSIBILITY FOR LOSS OR DAMAGE SUFFERED BY YOU IF YOU ARE A CONSUMER
4.1 We are responsible to you for foreseeable loss and damage caused by us. If we fail to comply with this Licence, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking this contract or our failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the contract was made, both we and you knew it might happen, for example, if you discussed it with us during the sales process.
4.2 We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors; for fraud or fraudulent misrepresentation; for breach of your legal rights in relation to the products.
4.3 If defective digital content which we have supplied damages a device or digital content belonging to you and this is caused by our failure to use reasonable care and skill we will either repair the damage or pay you compensation, at our election. However, we will not be liable for damage which you could have avoided by following our advice to apply an update offered to you free of charge or for damage which was caused by you failing to correctly follow installation instructions or to have in place the minimum system requirements advised by us.
4.4 If you are a consumer we only supply the products for to you for domestic and private use. If you use the products for any commercial, business or re-sale purpose our liability to you will be limited as set out in clause 5.
5. OUR RESPONSIBILITY FOR LOSS OR DAMAGE SUFFERED BY YOU IF YOU ARE A BUSINESS
5.1 Nothing in these terms shall limit or exclude our liability for:
(a) death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors;
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or
(d) defective products under the Consumer Protection Act 1987; or
(e) any matter in respect of which it would be unlawful for us to exclude or restrict liability.
5.2 Except to the extent expressly stated in this agreement all terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3 to 5 of the Supply of Goods and Services Act 1982 are excluded.
5.3 Subject to clause 5.1:
(a) we shall not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with any contract between us; and
(b) our total liability to you for all other losses arising under or in connection with any contract between us, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to £500.
6.1 We may terminate this Licence immediately by written notice to you if you commit a breach of this Licence.
6.2 Upon termination for any reason:
(a) all rights granted to you under this Licence shall cease;
(b) you must immediately cease all activities authorised by this Licence;
(c) you must immediately pay to us any outstanding sums due to us under this Licence; and
(d) you must immediately delete or remove the Software and Sounds from all computer equipment in your possession.
7. COMMUNICATIONS BETWEEN US
7.1 If you wish to contact us in writing you can send this to us by e-mail to Mammoth Audio at email@example.com.
8. EVENTS OUTSIDE OUR CONTROL
8.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under this Licence that is caused by an Event Outside Our Control. An “Event Outside Our Control” means any act or event beyond our reasonable control, including without limitation failure of public or private telecommunications networks.
8.2 If an Event Outside Our Control takes place that affects the performance of our obligations under this Licence:
(a) our obligations under this Licence will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control; and
(b) we will use our reasonable endeavours to find a solution by which our obligations under this Licence may be performed despite the Event Outside Our Control.
9. OTHER IMPORTANT TERMS
9.1 We may transfer our rights and obligations under this Licence to another organisation, but this will not affect your rights or our obligations under this Licence.
9.2 You may only transfer your rights or your obligations under this Licence to another person if we agree in writing.
9.3 If you are a business customer, this Licence and any document expressly referred to in it constitutes the entire agreement between you and us. You acknowledge that you have not relied on any statement, promise or representation made or given by or on behalf of us which is not set out in this Licence or any document expressly referred to in it.
9.4 If we fail to insist that you perform any of your obligations under this Licence, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
9.5 Each of the clauses of this Licence operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining clauses will remain in full force and effect.
10.6 We do not offer any support for the Software or Sounds other than as set out in this Licence.
9.7 If you are a consumer please note that this Licence, its subject matter and its formation, are governed by English law. You and we both agree to that the courts of England and Wales will have non-exclusive jurisdiction. However, if you are a resident of Northern Ireland you may also bring proceedings in Northern Ireland, and if you are resident of Scotland, you may also bring proceedings in Scotland.
9.8 If you are a business customer, this Licence, its subject matter and its formation (and any non-contractual disputes or claims) are governed by English law. We both agree to the exclusive jurisdiction of the courts of England and Wales.