Sample Library End User Licence Agreement
This End User Licence Agreement (“Agreement”) is made between you, the end user (the “Licensee”) and Unorthodox Audio LLP (“Unorthodox Audio”).
Unorthodox Audio develops music technology products (“Sample Libraries”), each consisting of pre-recorded sounds (the “Samples”), software files, imagery and supporting documentation. Licenses to use the Sample Libraries (the “Products”) are made available for purchase via Unorthodox Audio’s website, www.unorthdoxaudio.com (the “Website”).
By downloading any Sample Library, the Licensee agrees to be bound by the terms of this Agreement.
a) By purchasing a Product, Unorthodox Audio grants to the Licensee a non-exclusive, non-transferable licence (the “Licence”) to download and use the related Sample Library to create finished musical works and performances, provided always that the Samples are presented in a way that sounds substantially dissimilar to their original form.
b) The Licensee may only install the Sample Library on two computers at the same time.
c) The Licensee may not transfer, modify, lease, loan, resell, distribute or electronically transmit the Sample Library.
d) The Licensee can only be an individual. If a company purchases a Sample Library, then it is the individual making or actioning the purchase that is considered to be the Licensee and granted the Licence. For the avoidance of doubt, the Licence does not extend to any other directors of the company, employees, owners or third parties connected to the company.
The copyright and all other rights in the Sample Library not expressly granted to the Licensee under this Agreement shall belong absolutely and be reserved to Unorthodox Audio or their assignee.
3. Disclaimer of Warranty
The Sample Library is provided “as is” and without warranty of any kind. The entire risk arising out of the use or performance of the Sample Library remains with the Licensee. Unorthodox Audio disclaims all warranties, either express or implied with regard to the Sample Library, including any warranties of fitness for a particular purposes. In no event shall Unorthodox Audio, it’s partners or affiliates be liable for any consequential, incidental, indirect, special or punitive damages whatsoever (including, without limitation, damages for loss of profits, opportunities, business interruption or other pecuniary loss) arising out of or in connection with this Agreement or the use of or inability to use the Sample Library, even if Unorthodox Audio has been advised of the possibility of such damages.
Given the nature of the Products, any refunds will be solely at the discretion of Unorthodox Audio and any decision made by Unorthodox Audio will be final.
The Licensee agrees to indemnify and hold harmless Unorthodox Audio from any third party claims, damages, liabilities, costs and fees (including without limitation legal fees) arising from the Licensee’s use of the Sample Library, as well as from their failure to comply with the terms of this Agreement.
6. Limitation of Liability
The Licensee agrees that any liability of Unorthodox Audio to the Licensee arising out of or in connection with this Agreement shall be limited to the amount the Licensee has paid to Unorthodox Audio for any Products purchased under this Agreement.
Unorthodox Audio may terminate this Agreement, in their sole discretion and without giving notice, at any time if the Licensee has breached any term of this Agreement or Unorthodox Audio believes that the Licensee intends to do so or if Unorthodox Audio is required to by law or if continuation is no longer commercially viable. Any termination of this Agreement will also terminate the Licence to use the Sample Library.
Unorthodox Audio may assign their interest under this Agreement to a third party, without needing to give any notice to the Licensee. The Licensee may not assign their interest under this Agreement.
9. No Partnership
Nothing in this Agreement will give rise to a partnership, joint venture or other similar relationship between Unorthodox Audio and the Licensee.
10. Entire Agreement
This Agreement constitutes the entire agreement between Unorthodox Audio and the Licensee. Any prior understanding or representation of any kind will not be binding on either party except to the extent incorporated into this Agreement.
Each of the provisions in this Agreement are separate and severable and, in the event of any such provision being determined as being unenforceable in whole or in part for any reason, such unenforceability shall not affect the enforceability of the remaining provisions or, in the case of a part of a provision being unenforceable, the remainder of that provision.
This Agreement may be varied from time to time by Unorthodox Audio posting the revised agreement on the Website and any such revision will be enforceable from the date and time that it is posted on the Website.The Licensee’s continued use of the Sample Library shall constitute acceptance of any revised agreement.
13. Third Parties
No term of this Agreement is enforceable under the Contract (Rights of Third Parties) Act 1999 by a person who is not a party to this Agreement.
14. Governing Law
This Agreement and any non-contractual obligations arising out of or in connection with this Agreement, shall be governed by and construed in accordance with English law and the parties submit to the exclusive jurisdiction of the English courts.