Licensing Agreement

SCOREWEAVER LICENSING AGREEMENT

Licensing Agreement between buyers of audio content (“Audio Content”) made available for licensing at ScoreWeaver.com, hereafter referred to as “Buyer” and ScoreWeaver.com, hereafter referred to as “Seller”. By using any Audio Content from the ScoreWeaver.com Website, you (the “Buyer”) hereby agree to and are bound by the Terms and Conditions of this End User Licensing Agreement.

1. Grant of License

1. Seller hereby grants you a non-exclusive, worldwide, perpetual, revocable license (“License“) on the terms and subject to the conditions and limitations set out in this Agreement and solely for purpose of synchronization of the Audio Content in timed relation with other audio/visual and/or audio-visual content (“Project”).
2. Seller hereby grants you a direct license, which includes the nonexclusive right to publicly perform, transmit to the public and distribute the Audio Content, as contained in such Project and when used as permitted under the other provisions of this Agreement.
3. The granted License is non-transferable. The term “non-transferable” as used herein means that except as specifically provided herein, you should not sell, rent, load, give, sublicense, or otherwise transfer to anyone, any Audio Content or the right to use any Content.
4. This Agreement is a license, not an agreement of sale. Buyer will not acquire, and Seller will retain all right, title, and interest in and to all of the copyrights, trademarks, trade secrets, and all other proprietary rights in the Audio Content that are not expressly granted to Buyer by the terms of this Agreement. The License does not include the right to record a new version of the Audio Content or the composition reflected thereby.

2. Restrictions on Use

Buyer may not do any of the following regarding any Audio Content:

1. use, modify, resell, sublicense, assign, transfer, otherwise make available or permit access by any third Person to any Audio Content, except as expressly authorized in this Agreement.
2. use it in whole or part to manufacture, distribute or sell records, CDs, mp3s or any other predominantly audio product embodying it, in whole or in part, that is not synchronized or combined with other audio or musical content to create a derivative work as permitted in this Agreement (for example: Buyer cannot use it to create a CD or other music compilation to give away or sell);
3. place it on or in any product or platform that makes it available in a manner such that a person can without extraordinary effort extract or access or reproduce it as an electronic file;
4. use or display it in whole or part in an electronic format that enables it to be downloaded or distributed via mobile devices or shared in any peer-to-peer or similar file sharing arrangement;
5. resell it in whole or part as backgrounds, “on hold music” or ringtones;
6. use it in a design template application intended for resale, whether on-line or not, including a website template or electronic greeting card template;
7. incorporate it in whole or part in any product or platform that results in its re-distribution or re-sale (such as music download sites, stock music CDs, electronic greeting card web sites, web templates and the like);
8. edit, modify, or alter it (a) beyond basic editing (for example: setting fade-in/fade-out points, setting start and end points, or using only a portion of it), (b) in a way that alters its fundamental character, harmonic structure, lyrics and/or melody;
9. use it in whole or part without synchronization or other combination with other original work(s) of authorship so that the combination constitutes a derivative work;
10. use it, in whole or in part, as an element of a new musical work (e.g., by combining the Audio Content with other work(s) so that a copyright can be claimed in the resulting song); or
11. modify it, in whole or in part, (so that a copyright can be claimed in the resulting song) other than as part of a Project that consists of an audio visual work, computer or mobile device application or an internet page.

3. Warranties, Indemnity and Limitations of Liability

Accuracy of information. All information provided by the Buyer herein and during the Term hereof shall be accurate, complete and not misleading in any material respect.

Limited Use of Audio Content. The Buyer shall only use the Tracks and the Materials for and only in connection with the Project and shall not use, exploit or in any way attempt to obtain any benefit there from, except in strict accordance with the terms of this Agreement.

Safeguards for Use of Audio Content. The Buyer shall maintain strict controls and safeguards in connection with the Audio Content to prevent any unauthorized use or distribution thereof and shall use its best efforts to ensure that any transmission thereof is undertaken in a safe manner so as to prevent unauthorized copying or retransmission by any third party.

No Duplication. The Buyer shall not, except to the extent allowed by the Seller hereunder and solely in connection with its authorized use of the Site, copy or otherwise duplicate directly or indirectly any portion of the Site including without limitation, any of the media, information, trademarks, logos, designs, graphics, systems, Audio Content or otherwise contained therein for any purpose and shall not use any software that enables the copying or duplication of Seller’s materials for later off line viewing.

Warranties. Seller warrants that it has the right to grant the License. Seller agrees to indemnify and hold harmless the Buyer from and against any and all claims, costs, losses, expenses, damages, judgments and liability (including reasonable attorney’s fees) which may arise as a result of or in connection with a breach of Seller’s warranty herein provided, however, that in no event shall Seller’s total liability exceed the License Fee paid by Licensee (Buyer) hereunder.

Indemnity. Buyer shall indemnify, hold harmless and defend the Seller, its officers, directors, employees, agents and third parties from and against any and all claims, demands, suits, damages, liabilities and all reasonable expenses connected thereto, including attorneys’ fees, against or suffered by the Seller with respect to any matter that arises from or is a result of a breach or attempted breach of this Agreement, violation of any rights of a third party, or of any applicable laws, rules or regulations by the Buyer or any matter arising out of Buyers use of or inability to use the Site or services.

Limitation of Liability. Seller shall not be liable for any indirect, special or consequential damages including but not limited to loss of anticipated profits, in connection with or arising from this Agreement and shall not be liable for any loss, damage, claim or liability arising from or related to any software program, data errors, digital transmission errors, failures, interruptions or delays, regardless of cause.

Applicable Law and Jurisdiction. This Agreement shall be governed by and construed under the law and judicial decisions of the State of New York applicable to agreements to be wholly performed within said State. Should any paragraph or provision hereof be void, invalid or inoperative, the remainder of this Agreement will remain in effect as if such void, invalid or inoperative paragraph or provision had not been contained therein.

Changes to Terms. ScoreWeaver.com reserves the right, in its sole discretion, to change the Terms under which www.scoreweaver.com is offered at any point in time. The most current version of the Terms will supersede all previous versions.

Privacy. Your use of ScoreWeaver.com is subject to our Privacy Policy, which also governs the Website. Please review our Privacy Policy here: Privacy Policy

We welcome any questions you might have.
Please don’t hesitate to contact us: Contact ScoreWeaver