License Agreement

Last updated on May 25 2019.

This license agreement is between IP Konstantinov Nikolay Andreevich (hereinafter, for the purpose of this agreement, referred to

as “Soundexter.com”) and you, or the entity (your client, employer, company, etc.) on whose behalf you are becoming a party to this agreement (hereinafter referred to as “you”), and describes the Soundexter.com license terms.

 

1. General Provisions

 

1.1. Soundexter.com provides pieces of musical work and/or sound effects available for listening and licensing on this website (hereinafter referred to as “Soundtracks”).

1.2. Soundexter.com will provide you with a link to a downloadable version of a Soundtrack after you purchase a license to use the Soundtrack from Soundexter.com. You will need to give us your email address which we will send such a link to upon your purchase.

Please read our privacy policy available on this website to learn how we handle your personal information.

1.2. You may use the downloaded Soundtrack you have purchased a license for in accordance with the terms of the license you have purchased, subject to the terms of this agreement.

1.3. The Soundtracks available on this website may be listened to free of charge, if not broadcasted, used as playback or publicly performed with use of any elements of this website.

2. Licenses

2.1. Upon purchasing a license from Soundexter.com, you are granted a non-exclusive, non-sublicenseable, perpetual,

non-transferable, worldwide license to use and modify (edit) the Soundtrack you have purchased the license for, in accordance with

the terms of this agreement and the respective license described in it. Soundexter.com remains the owner of any and all Soundtracks you purchase licenses for in any event, and nothing in this agreement means that the ownership of any track is or will be transferred

to you.

2.2. To purchase a license from Soundexter.com, you shall pay the license fee set by Soundexter.com for the respective license.

All the information about Soundexter.com’s current fees is provided on this website. You are not granted any rights to use a Soundtrack before the respective license fee is paid.

2.3. Should you want to purchase a particular license granting you any specific rights, which is not currently offered on this website,

you shall contact us, so we are able to negotiate and may agree additionally on granting such a license to you. Purchasing a license

of a different type which is offered on this website at the moment of purchase does not grant you any right or license to use the licensed Soundtrack in any manner different than described in the terms of the purchased license, subject to this license agreement.

2.4. A Soundexter.com license allows you to use any Soundtrack you have purchased a license for as part of one media project (i.e. one or several facts of application in media, connected in a set, for example, one YouTube channel, a series of tutorials for one software product or several advertisements of a single product, depending on the type of license you purchase), or many media projects, which include other creative elements along with the purchased Soundtrack (for clarification, when you do not use the Soundtrack alone, but make it part of your video or software), except when the Soundtrack is used for direct playback as described in the terms of licenses in this agreement.

2.5. A Soundexter.com license also allows you to display, modify, distribute, publicly perform and otherwise use your derivative works which a Soundtrack is part of (but not the Soundtrack alone or any part of it as a separate file, except when the Soundtrack is used for direct playback as described in the terms of the licenses in this agreement), provided that such a type of use is allowed in terms of the respective license in this agreement. A Soundexter.com license also allows you to transfer the rights which you hold for such your creative works which a Soundtrack is part of (but not the Soundtrack alone or any part of it as a separate file) to a third party, provided that the nature and the name of the media project which the Soundtrack has been used in remain unchanged, and such a type of use remains allowed in terms of the respective license, as described in this agreement.

2.6. The Soundtracks are available for licensing under this agreement on this website only. In case you purchase any Soundtrack or a license for a Soundtrack from a different platform, the Soundtrack downloaded from such a platform must be used in terms of the license granted to you by that platform, provided that Soundexter.com or the author or the copyright holder of the Soundtrack has granted the platform the right to sublicense the Soundtrack by the moment of your purchase of the Soundtrack. Purchasing a Soundtrack from another website or platform makes neither you nor Soundexter.com bound by this agreement.

2.7. In event Soundexter.com exclusively licenses to a third party a Soundtrack which you have purchased a license for under this agreement, or enters in a joint venture or a partnership with a third party, or transfers its business to a third party, or changes its business name or organization structure, you shall retain all of the rights you were granted under this agreement at the moment of

your purchase of the license.

 

3. License Types

The following license types are available for purchase with use of the interface of the website:

3.1. Basic License

3.1.1. When a Basic License for a Soundtrack is purchased from Soundexter.com, you are granted the license to use the Soundtrack in multiple media projects (as described in this agreement), as follows:

- on the Internet (web), e.g. in video or audio streaming services or in podcasts;

- as playback or background music for an on-hold (IVR) system;

- on a website or in a social network;

- as part of an Internet (web) advertisement;

- in a corporate video or any video not used commercially (however, including those sold or sublicensed by you to third parties, for example, your clients if you are a wedding film maker);

- non-theatrically performed films (including student-made or festival films);

- at points of sale (e.g. in a store, mall, showroom, restaurant, etc.);

- as playback at an event (corporate presentation, wedding, etc.), or

- as playback in an offline game (escape room, reenactment game, etc.);

- in a video game (including, but not limited to virtual reality games).

 

3.2. Extended License

3.2.1. When an Extended License for a Soundtrack is purchased from Soundexter.com, you are granted the license to use the Soundtrack in one media project (as described in this agreement), in any of the ways the Basic License allows you to use it, and also as follows:

- in a large-scale and/or revenue-generating media project (such as a theatrically released film or theater production);

- in a broadcast project (including, but not limited to TV or radio advertisements).

3.2.2. In case a Soundtrack is a sound effect, and not a musical composition, the Extended license allows it to be used in multiple media projects, as part of complex creative works (i.e. not as a standalone file).

3.3. Extended License for sound effects

3.3.1. By purchasing the Unlimited License for a Soundtrack that is a sound effect, and not a musical composition, you are granted the same rights as by purchasing the Extended License as in the provision 3.2 of this Agreement, however, in addition to those, you may use the Soundtrack the license is purchased for in multiple projects.

3.4. Soundexter.com reserves the right to grant you a custom license upon request, in a certain situation, for example, when

the planned use of a Soundtrack is not covered by any of the terms of the abovemetioned licenses, or when a Soundtrack is planned

to be used for charity purposes. The terms of such a custom license and the fees payable shall be negotiated by Soundexter.com

and you additionally. In case a right to resell or sublicense a Soundtrack or an exclusive license for a Soundtrack has been given by Soundexter.com or the author or the copyright holder to a third party, such a Soundtrack may not be licenced to you exclusively. 

3.5. No type of Soundexter.com license grants you a right to use any elements of this website other than the Soundtrack you have purchased the license for. For clarification, you may not use any images, texts, descriptions, code or other elements of this website other than the Soundtrack you have purchased a license for.  No license described in this agreement grants you any rights for such public performance as broadcasting a separate Soundtrack without any your creative work synchronized with it on TV, radio or with use of an online streaming service.

3.6. In case you license or sell your creative work which a Soundtrack is part of to a third party, it is your responsibility to ensure that the third party observes the terms of this agreement in relation to any Sountrack(s) being part of it. For example, if you purchased the Basic license for a Soundtrack, included it in a video and sold the video to your client, and your client intends to broadcast it on TV,

the Extended license for the Soundtrack must be purchased by you or your client from Soundexter.com before this can be done.

4. Right of Ownership

4.1. All the contents of this website, including, but not limited to texts, images, trademarks and Soundtracks, are and shall remain owned by or licensed to Soundexter.com, and, in either case, Soundexter.com has the full right to grant you a license to use Soundtracks in terms of this agreement.

4.2. In no event are you granted any right to:

- sublicense or sell any Soundtrack or a part of it to a third party, if that Soundtrack is not included in your creative work (for example, selling a Soundtrack as a standalone file). Any license you purchase from Soundexter is non-transferable and non-sublicenseable, whether commercially or non-commercially;

- sublicense, distribute or resell any Soundtrack, a part or a modification of it as a musical work;

- make any Soundtrack or a part of it downloadable or otherwise available to a third party as a separate file, including on physical media;

- make derivative works of a Soundtrack or a part of it in the way of adding different instrument parts or vocals to the Soundtrack, or using separate parts/instruments from a Soundtrack in your own music production;

- publish or register a Soundtrack or a part of it under your or another entity’s name as its author, composer, owner, etc. or otherwise claim any right of ownership of a Soundtrack or a part of it, separately or as part of your creative work or product (for example, you cannot register a trademark containing a Soundtrack or its part under this agreement);

- include a Soundtrack or a part of it in your software’s or website’s media library available to their users for creation of their own products or works.

4.3. A Soundexter.com license does not grant you any right to use any contents of this website, other than the Soundtracks you have purchased a license/licenses for. This website’s contents are provided for informational purposes and interaction with users only; none of its elements may be copied, redistributed, decoded, re-encrypted or otherwise used without prior written consent of Soundexter.com.

 

5. Payments and Pricing

5.1. A license for a Soundtrack from Soundexter.com is granted to you only upon a full up front payment of the respective fee.

5.2. You hereby agree that the billing information and address you provide Soundexter.com with are yours or of the entity you are legally entering this agreement on behalf of, accurate and valid, and that you can legally purchase such licenses, in compliance with

all applicable national or international laws.

5.3. All prices on this website are in US dollars. You hereby agree that you understand that, in case a payment is processed via

a third party payment processor (for example, PayPal), currency conversion may be carried out, which may incur your bank's or

such a processor's fees charged additionally.

5.4. In case you are purchasing a Soundexter.com license not using a direct payment method or with a payment processor through this website, you agree to be contacted by Soundexter.com at the email address you provide us with, with the purpose of determining available payment methods and/or sending you a respective invoice.

5.5. The price of a license for a Soundtracks is shown on the respective Product Page of a Soundtrack and on the cart page. The license type of an item available for purchasing is indicated in the Soundtrack's name. If you know a Soundexter.com coupon code, you may enter it in the respective field prior to checkout. In case of a sale or if you use a coupon code, the price shown at checkout (for example, after you submit the code) shall be final, even if it is different from those shown on our Licenses page or the price that was shown on the product page initially.

5.6. You can add a Soundtrack to cart and proceed to checkout by clicking the cover art of the Soundtrack right above the player which lets you listen to that Soundtrack. Please make sure the image on the cover art matches the name of the Soundtrack, otherwise you may be directed to the details page of another Soundtrack, and receive a link to that different Soundtrack upon purchase. All purchases are non-refundable. In case you have carried out the payment for a particular Soundtrack, following all the instruction, and the name on the cover art matched the name of the track in the player right below it, but received a link to a different Soundtrack, you may request

a new link to the Soundtrack you have purchased a license for by contacting us. In this case, you will only be granted the purchased license to use the Soundtrack you have requested, and agree to delete and not use the Soundtrack the link to which was sent to you initially.

5.7. After the checkout, a link to the downloadable Soundtrack you have purchased a license for will be sent to your email address. The link will be available for at least 15 days. Should you fail to download the track using that link, you can request a new link by contacting us, as long as you do it not later than 15 days after the purchase.

6. Limitation of Liability

6.1. Each Soundtrack on this website is provided “as is”. By purchasing a Soundexter.com license for a Soundtrack, you confirm your intention to use the Soundtrack, as permitted by this agreement, and be bound by the terms of this agreement.

6.2. Any payments of the Soundexter.com license fees are non-refundable. In any event, the total liability of Soundexter.com resulting from your use of any Soundtrack or this website shall be limited to the license fee which you have paid for the Soundtrack. Soundexter.com makes no warranties except for those described in this agreement.

6.3. You shall only use Soundtracks when such use is permitted by all applicable laws. Soundexter.com shall not be liable for any consequences of your use of any Soundtrack, including, but not limited to any use of a Soundtrack in projects which are determined

to be illegal in terms of any applicable law, or improper modification of a Soundtrack, etc.

6.4. Soundexter.com shall not be liable for removing, modifying or revising any contents of this website, provided that any and all purchases of such content have been completed and the download links to the contents purchased have been sent to the buyer thereof, or Soundexter.com has provided the buyer with the purchased Soundtrack in any other way. In case the Soundtrack you have purchased a license for differs from the one available for download by following the active link that you have received, please contact us so we can provide you with the version of the track which was available at the moment of purchase. Soundexter.com reserves

the right to cease, interrupt or continue providing any Soundtrack for further licensing without notice, however, in such a case,

all the licenses for such a Soundtrack purchased previously shall be retained by the purchasers in terms of this agreement.

6.5. In case a Soundtrack you have purchased a license for is suspected of copyright infringement by any service (for example, for a technical reason or in case of a third party’s fraudulently made copyright infringement claim), Soundexter.com may require you to cease using the Soundtrack in any way and remove any copies of the Soundtrack and its parts from any carriers, computers and servers you store them on. In such a case, you will be provided with the respective license for a similar track by Soundexter.com free of charge, provided that all the other provisions of this agreement are observed and in full force.

6.6. You hereby confirm that your age or any applicable laws do not prevent you from becoming a party to this agreement. Soundexter.com expressly waives any Soundexter.com’s liability with regards to this agreement if it has been entered into by you unlawfully, or the data you provided were inaccurate or someone else’s. It is your responsibility to comply with the applicable laws of your country and international laws, so please ask a parent or a legal guardian to assist you in using our website and/or services or purchasing a license from us if you are younger than the legal age, as it is determined by you country’s laws. In any event, our services or licenses are not intended for persons under the age of 14.

6.7. In case of any unlicensed or unlawful use of a Soundtrack or any other breach of this agreement committed by you, Soundexter.com has the right to revoke the granted license(s) immediately, of which you are given a notice by us (including by email

or phone), and the right to prevent the use of the Soundtrack or any its part used in any your derivative materials created therefrom, as well as demand that you ensure that any persons/entities which one or several unlawfully used Soundtracks have been shared with by you cease using those Soundtracks in any way, unless they have purchased the respective licenses for those Soundtracks from us. Note that if you choose to have all your contact information we store deleted in terms of our privacy policy, you will not be given any notice of such a revocation which will come into effect immediately in such a case. In case such your unlicensed or unlawful use

causes a financial loss or any reputational risk to Soundexter.com, you agree to provide Soundexter.com with a compensation for such a loss or damage.

 

7. Taxation and Additional Fees

7.1. Any and all taxes charged from Soundexter.com for selling a license to you are already included in the amount of the fee for the license, as shown on the website. It is your responsibility to pay any taxes charged in your country, if applicable.

7.2. Additional fees may be charged by your credit card processing service, payment system, etc. Soundexter.com does not charge

any fees except for the license fees. The additional fees mentioned above may depend on the payment methods and the currency you use and/or your country of residence.

7.3. The Soundtracks are not registered with any Performing Rights Organization, and we have not entered into any agreement with such organizations, including any agreement allowing such organizations to collecting any fees from you on our behalf. If in your country such fees are collected by state authorities in any situation, you hereby agree to pay any such fees and acknowledge that such fees are not collected by Soundexter.

 

8. Applicable Law

8.1. This agreement between you and Soundexter.com (IP Konstantinov Nikolay Andreevich, Russian State Registration Number 316965800045874, Individual Taxpayer Index 667220031121) and any additional document executed in accordance with the provisions hereof shall be governed by the law of the Russian Federation, the jurisdiction being the court of Yekaterinburg, Russia.

8.2. It is agreed by the parties that this agreement and any additional documents executed in accordance with the provisions hereof shall be in the English language.

9. Indemnification

9.1. You hereby agree to indemnify and hold harmless Soundexter.com and its officers, employees, licensees and partners against any

and all claims of any other entities or any other expenses incurred by your breach of this agreement or any your unlawful use of

a Soundtrack.

 

10. Additional provisions

10.1. The headings in this agreement are added to it for informational purposes and shall solely help the reading and understanding hereof.

10.2. The relationship between parties under this agreement is solely such of a licensor (Soundexter.com) and a licensee (you), and nothing in this agreement constitutes any partnership of the parties, agency, joint venture, employment or transfer of ownership of Soundtracks or any contents of this website.

10.3. The force and effect of this agreement remain the same for the parties’ heirs or other entities in certain situations, as required by this agreement or applicable laws.

10.4. In event any of the provisions of this agreement becomes unenforceable, the other provisions shall remain in effect, as they were before such an event.

10.5. Soundexter.com may edit or revise any provision of this agreement at any time, and the latest version will be available on this page, along with the date of the latest material changes made.

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