This license agreement ("the Agreement") is a legal agreement between you and ESU, LLC ("ESU") for the sound samples ("Sound Samples") and software licensed from this internet site ("Content") as well as other content owned by ESU and its third party licensors that also includes images, mixes and documentation. By installing or using the Content, you are agreeing to be bound by the terms of this Agreement. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU ARE GRANTED NO RIGHTS IN RESPECT OF THE CONTENT AND MUST PROMPTLY DELETE THE CONTENT YOU HAVE INSTALLED.
1. GRANT OF LICENSE
1.1 ESU grants you a non-transferable, limited, non-exclusive right to use the Content solely for your own personal purposes. You may load the Content into RAM, as well as installation on a hard disk or other storage device on a single computer, hardware product or mobile device owned by you or under your control. The installation process may result in a copy of the Content residing on your computer, in which case, you may retain one (1) copy of the Content on your computer, provided that you retain all copyright and other proprietary notices on the copy and the copy is kept in your possession with the original.
1.2 By using the Content, you shall not obtain any ownership, copyright, proprietary or other interest in or to the Content. The Content is licensed, not sold.
1.3 You are licensed to use, modify and combine the Sound Samples with sound samples provided by third parties, to create your own sound compositions which, subject to you complying with the terms of this Agreement, you are free to distribute as you wish provided that: (i) the Sound Samples have been mixed together to create an original work; (ii) individual Sound Samples are not used in isolation and (iii) the Sound Samples or derivatives are not used to create sound libraries for distribution to third parties.
2. PROHIBITED USES
Neither you, nor anyone at your direction, shall:
2.1 use the Content, or any part of it, for any public performance, live broadcast or time delayed live broadcast where the Content is used unattended for commercial purposes without ESU's prior written consent;
2.2 use the Content, or any part of it, in any competitive product;
2.3 sub-license, copy, reproduce, transmit, assign, rent, sell, lease, offer on a pay-per-play basis, distribute for money or any other consideration, or commercially exploit in any other manner or through any medium whatsoever or otherwise transfer in any way the Content or any part thereof;
2.4 manufacture and/or distribute for money or otherwise commercially exploit any product that incorporates any part of the Content. If you wish to use any part of the Content for manufacture, resale, sub-license or further distribution, you must contact ESU (and where relevant, its licensors) to enter into an appropriate agreement with ESU (and, where relevant, its licensors);
2.5 publish the results of any analysis or comparative evaluation of the Content or any part thereof without ESU's prior written consent;
2.6 reverse engineer, recompile or disassemble any part of the Content except to the extent and in the circumstances expressly permitted by ESU and its licensors in writing or by law;
3. INTELLECTUAL PROPERTY RIGHTS
You acknowledge that all intellectual property rights in the Content are and shall remain vested in ESU and its licensors. You undertake not to interfere with or diminish, whether by act or omission, the rights, title and interest in the Content of ESU and its licensors. You may be held responsible by ESU and/or any of its licensors for any infringement of any intellectual property rights in the Content. For the avoidance of doubt, provided that you comply with the terms of this Agreement, ESU shall not claim ownership of the intellectual property rights in any compositions created by your use of the Content.
4. TERM AND TERMINATION
This Agreement is effective from the first date you install the Content. The rights granted to you under this Agreement shall terminate if you fail to abide by its terms. Upon such termination you agree to destroy the Content including any Content stored on the hard disk of any computer under your control. You may terminate this Agreement at any time by destroying or erasing all your copies of the Content. Any termination of this Agreement (howsoever occasioned) shall not affect any accrued rights or liabilities of you or ESU nor shall it affect the coming into force or the continuance in force of the provisions of Clauses 2, 3, 5 and 6 and any provision hereof which is by implication intended to come into or continue in force on or after such termination.
5. NO WARRANTIES
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ESU AND ITS LICENSORS PROVIDE THE CONTENT "AS IS" AND ESU EXCLUDES ON BEHALF OF ITSELF AND ITS LICENSORS, ALL CONDITIONS, TERMS, REPRESENTATIONS (OTHER THAN FRAUDULENT REPRESENTATIONS) AND WARRANTIES RELATING TO THE CONTENT, WHETHER IMPOSED BY STATUTE OR BY OPERATION OF LAW OR OTHERWISE, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE. NEITHER ESU NOR ITS LICENSORS WARRANT THAT THE OPERATION OF THE CONTENT WILL BE UNINTERRUPTED, ERROR FREE, VIRUS FREE OR MEET YOUR SPECIFIC REQUIREMENTS. YOU MAY HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.
6. ESU's LIABILITY
Neither ESU nor its licensors shall have any liability to you for any loss or damage caused directly or indirectly in connection with the Content, any part thereof or this Agreement, except to the extent that such liability cannot be lawfully excluded. In any case, neither ESU nor its licensors shall be liable for any loss of business, data, profits, savings, or any other special, incidental, consequential, indirect or economic loss whatsoever even if such losses were contemplated at the date of this Agreement.
7. GENERAL
7.1 You acknowledge that damages alone might be insufficient remedy for any breach of the terms of this Agreement and that the remedies of injunction, specific performance or other equitable relief would be suitable remedies in the event of any breach or threatened breach of this Agreement.
7.2 You may not assign or otherwise transfer all or any part of this Agreement or the rights granted to you hereunder.
7.3 ESU is not obliged to provide any maintenance, technical support or upgrades to you.
7.4 You agree to comply with all applicable import and export regulations and acknowledge that you have the responsibility for obtaining all necessary licenses to export, re-export, transfer or import the Content.
7.5 This Agreement constitutes the entire agreement between you and ESU with respect to the subject matter hereof and supersedes all prior agreements, arrangements and understandings between the parties and constitutes the entire agreement between the parties relating to such subject matter hereof. No addition to or modification of any provision of this Agreement shall be binding upon ESU and you unless made by a written instrument signed by a duly authorized representative of ESU and you.
7.6 No forbearance, delay or indulgence by either party in enforcing the provisions of this Agreement shall prejudice or restrict the rights of that party nor shall any waiver of its rights operate as a waiver of any subsequent breach and no right, power or remedy herein conferred upon or reserved for either party is exclusive of any other right, power or remedy available to that party and each such right, power or remedy shall be cumulative.
7.7 Notwithstanding that the whole or any part of any provision of this Agreement may prove to be illegal or unenforceable the other provisions of this Agreement and the remainder of the provision in question shall remain in full force and effect.
