Professional Documents
Culture Documents
16
1. Activation
Upon
purchase
of
the
Library,
You
will
be
provided
with
a
personal
customer
service
order
number
and,
depending
on
the
library,
a
serial
code
(“Key”)
that
is
unique
to
You.
The
Key
will
be
used
to
activate
Your
installation
application.
If
You
purchased
the
Library
in
boxed
form,
You
will
be
sent
your
Key
via
email
from
Cinesamples
shortly
after
completing
your
purchase.
The
Key
will
be
embedded
into
all
files
used
by
the
Library,
and
directly
traceable
to
You.
2. License
A. Subject
to
the
terms
and
conditions
set
forth
herein,
Cinesamples
grants
to
You
and
your
Authorized
Users
(as
defined
below)
a
non-‐exclusive,
non-‐
transferrable
license
to
incorporate
audio
elements
of
the
Library
into
one
or
more
musical
compositions
wholly
owned
or
controlled
by
You
(“Work(s)”),
and
to
reproduce,
distribute,
transmit,
synchronize
and
otherwise
exploit
the
Library
as
incorporated
in
such
Works
throughout
the
world
in
perpetuity.
All
other
rights
and
licenses
are
expressly
reserved.
B. The
license
set
forth
in
Section
2.A
extends
to
employees,
agents,
and
contractors
under
Your
direct
control
during
the
Term,
for
as
long
as
such
relationship
remains
in
effect
(“Authorized
Users”).
You
are
responsible
for
compliance
of
all
Authorized
Users
with
this
License.
3. Restrictions
A. Library
elements
comprised
of
phrases
and/or
loops
shall
only
be
used
in
connection
with
Work(s)
containing
additional
original
content,
and
shall
not
be
used
alone
or
represented
as
content
original
to
You
or
your
Authorized
Users.
B. Library
elements
comprised
of
single
sample
sounds
or
hits
may
not
be
used
in
a
sound
design
concept
solely
by
itself.
C. The
Library
shall
be
installed
on
no
more
than
two
(2)
computers
or
samplers
wholly
owned
or
controlled
by
You,
including
any
network
accessible
by
multiple
computers
at
the
same
time
other
than
a
slave-‐host
configuration
(i.e.,
Vienna
Ensemble
Pro).
D. You
may
make
one
copy
of
the
Library
in
machine-‐readable
form
for
backup
purposes
only;
provided
that
the
backup
copy
must
include
all
copyright
or
other
proprietary
notices
contained
on
the
original.
E. You
may
not
transfer,
rent,
lease,
lend,
sublicense,
repackage,
resell,
or
redistribute
the
Library
in
whole
or
part,
except
to
the
extent
embodied
within
one
or
more
Works.
F. The
rights
licensed
hereunder
do
not
extend
to
non-‐audio
elements
displayed
or
accessed
through
the
Library
(i.e.
content,
title,
images,
etc.)(“Visual
Content”),
ownership
of
which
may
belong
to
one
or
more
third
parties
and/or
subject
to
separate
license
agreements.
For
the
avoidance
of
doubt
use
of
the
Native
Instruments
Player
are
subject
to
a
separate
end
user
license,
which
can
be
found
at
http://www.native-‐
instruments.com/en/company/legal-‐information/end-‐user-‐license-‐
agreement/
4. Fees
The
license
granted
herein
is
subject
to
Your
timely
payment
of
the
purchase
price
and
all
applicable
taxes,
levies,
or
duties
imposed
or
assessed
by
any
jurisdiction
as
a
result
of
this
License
or
the
performance
thereof.
5. Termination
This
License
is
effective
until
terminated.
Your
rights
under
this
License
will
automatically
terminate
without
notice
from
Cinesamples
if
you
fail
to
comply
with
any
terms
of
this
License.
Upon
the
termination
of
this
License,
you
shall
cease
all
use
of
the
Library
and
delete
all
data
on
all
machines
or
devices
and
destroy
all
copies,
full
or
partial,
of
the
Library.
6. Ownership
A. As
between
You
and
Cinesamples,
Cinesamples
retains
exclusive
ownership
of
the
Library
and
any
third
party
software,
content,
and
documentation
accompanying
the
Library,
including
all
technology,
intellectual
property,
and
proprietary
information
embodied
therein,
and
You
hereby
waive
and
disclaim
any
ownership
of
the
same.
B. As
between
You
and
Cinesamples,
You
retain
exclusive
ownership
of
the
resulting
Work
and
all
copies,
modifications
and
derivatives
thereof.
C. The
Library
is
not
specifically
commissioned
by
You
and
does
not
result
in
a
Work
Made
for
Hire
as
that
term
is
defined
in
the
U.S.
Copyright
Act
of
1976
or
its
Berne
Convention
equivalent.
D. To
the
extent,
if
any,
the
waivers
and
disclaimers
in
this
Section
6.
do
not
fully
effect
the
intended
allocation
of
retained
ownership
reflected
therein,
the
Parties
agree
to
execute
such
assignments
and
documents
as
may
be
necessary
to
give
effect
to
said
allocation.
7.
Acknowledgements,
Warranties
and
Representations
A. You
represent
and
warrant
that
(i)
You
have
the
legal
power
and
authority
to
enter
into
this
License;
(ii)
You
will
not:
(a)
reverse
engineer,
decompile,
decode,
decrypt,
disassemble,
or
in
any
way
derive
source
code
from,
the
Library,
Key
or
related
products
or
services;
(b)
modify,
translate,
adapt,
alter,
or
create
derivative
works
from
the
Library
except
as
permitted
hereunder;
(c)
copy,
distribute,
publicly
display,
transmit,
license,
assign,
provide
access
to
or
otherwise
exploit
the
Library
other
than
as
expressly
permitted
herein;
(d)
circumvent
any
security
or
access
restriction
component
of
the
Key,
Library
or
related
services
;
and
(iii)
You
will
use
commercially
reasonable
efforts
to
maintain
the
security
and
integrity
of
the
Library
and
Key
to
prevent
unauthorized
use
and
access,
and
will
notify
Cinesamples
immediately
of
any
known
or
suspected
unauthorized
uses
thereof.
B. Cinesamples
warrants
and
represents
that
(i)
it
has
all
necessary
authority
to
enter
into
this
License;
(ii)
that
the
rights
granted
hereunder
do
not
infringe
upon
the
rights
of
any
third
party.
8.
Disclaimers
THE
REPRESENTATIONS
AND
WARRANTIES
IN
SECTION
8
ARE
THE
COMPLETE
AND
EXCLUSIVE
REPRESENTATIONS
AND
WARRANTIES,
AND
THE
PARTIES
HEREBY
DISCLAIM
ALL
OTHER
REPRESENTATIONS,
WARRANTIES
AND
GUARANTIES
OF
ANY
KIND,
EXPRESS
OR
IMPLIED.
WITHOUT
LIMTING
THE
FOREGOING,
THE
LIBRARY
IS
PROVIDED
ON
AN
“AS-‐IS”
BASIS,
AND
CINESAMPLES
DISCLAIMS
(A)
ANY
IMPLIED
WARRANTY
OF
MERCHANTABILITY
OR
FITNESS
FOR
A
PARTICULAR
PURPOSE;
(B)
THAT
THE
USE
OF
THE
LIBRARY
OR
ASSOCIATED
PLAYERS
OR
SERVICES
WILL
BE
TIMELY,
UNINTERRUPTED
OR
ERROR-‐FREE
OR
OPERATE
IN
COMBINATION
WITH
ANY
OTHER
HARDWARE,
SOFTWARE,
SYSTEM
OR
DATA;
(C)
THAT
THE
LIBRARY,
PLAYERS
OR
SERVICES
WILL
MEET
YOUR
SPECIFIC
REQUIREMENTS
OR
EXPECTATIONS;
(C)
THAT
ERRORS
OR
DEFECTS
WILL
BE
CORRECTED;
OR
(D)
THAT
THE
LIBRARY
IS
FREE
OF
VIRUSES
OR
OTHER
HARMFUL
COMPONENTS.
CINESAMPLES
EXPRESSLY
DISCLAIMS
ANY
WARRANTY
OR
REPRESENTATION
RESPECTING
THE
WORK
INTO
WHICH
LIBRARY
ELEMENTS
ARE
EMBODIED,
ANY
THIRD
PARTY
SOFTWARE;
OR
ANY
VISUAL
CONTENT
DISPLAYED
OR
ACCESSED
IN
CONNECTION
WITH
THE
LIBRARY.
9.
Indemnity
Each
Party
hereto
(“Indemnitor”)
agrees
to
indemnify,
defend
and
hold
the
other
Party
and
its
parents,
subsidiaries,
affiliates,
officers,
directors,
employees,
attorneys
and
agents
(collectively,
the
“Indemnitees”)
harmless
from
and
against
any
and
all
claims,
costs,
damages,
losses,
liabilities
and
expenses
(including
attorneys'
fees
and
costs)
arising
out
of
or
in
connection
with:
(i)
a
claim
by
a
third
party
alleging
that
the
use
of
any
intellectual
property
licensed,
provided
or
supplied
by
the
Indemnitor
hereunder
infringes
upon
the
rights
of
a
third
party
or
violates
applicable
law;
and
(ii)
a
claim
by
a
third
party,
which
if
true,
would
constitute
a
violation
of
the
Indemnitor’s
representations
or
warranties.
Indemnification
hereunder
is
contingent
upon
the
Indemnitee’s
prompt
written
notice
of
any
actual
or
threatened
claim
for
which
indemnification
is
sought,
and
its
cooperation
and
assistance
at
the
Indemnitor’s
expense.
The
Indemnitor
shall
have
the
option
of
assuming
sole
control
of
the
defense
and
settlement
of
any
claim
for
which
indemnification
is
sought
at
its
sole
expense
provided,
however,
that
it
may
not
enter
into
any
settlement
unless
it
unconditionally
releases
the
Indemnitees
of
all
liability.
10.
Limitation
of
Liability
EXCEPT
FOR
CLAIMS
ARISING
UNDER
A
PARTY’S
INDEMNITY
OBLIGATIONS
IN
THIS
LICENSE,
NEITHER
PARTY'S
AGGREGATE
LIABILITY
WILL
EXCEED
THE
LIBRARY
PURCHASE
PRICE,
AND
NEITHER
PARTY
NOR
THEIR
LICENSORS
WILL
BE
LIABLE
FOR
ANY
INDIRECT,
PUNITIVE,
SPECIAL,
EXEMPLARY,
INCIDENTAL,
CONSEQUENTIAL
OR
OTHER
DAMAGES
OF
SIMILAR
TYPE
OR
KIND
(INCLUDING
LOSS
OF
DATA,
REVENUE,
PROFITS,
USE
OR
OTHER
ECONOMIC
ADVANTAGE),
REGARDLESS
OF
THEORY
OF
LIABILITY,
EVEN
IF
THE
PARTY
FROM
WHICH
DAMAGES
ARE
SOUGHT
HAS
PREVIOUSLY
BEEN
ADVISED
OF
THE
POSSIBILITY
OF
SUCH
DAMAGES.
11.
Returns
Your
exclusive
remedy
with
respect
to
any
technical
defects
in
the
Library
shall
be,
at
Cinesamples’
sole
option,
a
refund
of
the
purchase
price
of
the
Library
or
replacement
of
the
Library
which
is
returned
to
Cinesamples
or
its
authorized
representative
with
a
copy
of
the
receipt.
No
refunds
shall
be
made
following
(1)
digital/electronic
download
of
the
Library
or
(2)
14
calendar
days
following
receipt
of
physical
purchase.
12.
Miscellaneous
A. Export
Control.
Each
Party
represents
that
it
is
not
named
on
any
U.S.
government
denied-‐party
list,
and
You
will
not
access
or
use
the
Library
or
related
services
or
products
in
a
U.S.-‐embargoed
country
or
in
violation
of
any
U.S.
export
law
or
regulation.
You
represent
that
you
have
not
received
or
been
offered
any
illegal
or
improper
bribe,
kickback,
payment,
gift,
or
thing
of
value
from
any
Cinesamples
employees
or
agents
in
connection
with
this
License.
You
are
solely
responsible
for
compliance
with
all
applicable
laws,
including
without
limitation
export
and
import
regulations
of
other
countries.
B. Notices.
Cinesamples
may
give
notice
by
means
of
electronic
mail
to
your
e-‐mail
address
on
record,
or
by
written
communication
sent
to
your
address
on
record
by
first
class
mail
or
reputable
overnight
delivery
service
and
such
notice
will
be
deemed
to
have
been
given
upon
receipt
(if
sent
by
overnight
delivery
service),
five
(5)
business
days
after
mailing
(if
sent
by
first
class
mail)
or
12
hours
after
sending
(if
sent
by
e-‐mail).
Notice
to
Cinesamples
will
be
addressed
the
CEO
at
its
principal
place
of
business.
C. Assignment.
This
License
may
not
be
assigned
by
You
without
the
prior
written
consent
of
Cinesamples.
Any
purported
assignment
in
violation
of
this
section
will
be
deemed
null
and
void.
Any
change
in
control
of
You
that
results
or
would
result
in
a
direct
competitor
of
Cinesamples
directly
or
indirectly
owning
or
controlling
50%
or
more
of
You
will
entitle
Cinesamples
to
terminate
this
License
for
cause
immediately
upon
written
notice.
D. General.
This
License
is
governed
by
California
law
and
controlling
United
States
federal
law,
without
regard
to
the
choice
or
conflicts
of
law
provisions
of
any
jurisdiction,
and
any
disputes,
actions,
claims
or
causes
of
action
arising
out
of
or
in
connection
with
this
License
will
be
subject
to
the
exclusive
jurisdiction
of
the
state
and
federal
courts
located
in
Los
Angeles,
California.
If
any
provision
of
these
terms
or
conditions
are
held
by
a
court
of
competent
jurisdiction
to
be
invalid
or
unenforceable,
then
such
provision(s)
will
be
construed,
as
nearly
as
possible,
to
reflect
the
intentions
of
the
invalid
or
unenforceable
provision(s),
with
all
other
provisions
remaining
in
full
force
and
effect.
No
joint
venture,
partnership,
employment,
or
agency
relationship
exists
between
You
and
Cinesamples
as
a
result
of
this
License.
The
failure
of
a
Party
to
enforce
any
right
or
provision
in
this
License
will
not
constitute
a
waiver
of
such
right
or
provision.
This
License
comprises
the
entire
agreement
between
the
Parties
and
supersedes
all
prior
or
contemporaneous
negotiations,
discussions
or
agreements,
whether
written
or
oral,
between
the
parties
regarding
the
subject
matter
contained
herein,
and
any
modification
or
amendment
must
be
evidenced
in
writing
signed
by
both
Parties.
E. Survivability.
Sections
5
through
12
will
survive
the
termination
or
expiration
of
this
License.