Audiosocket Independent Filmmaker Small Business License Agreement

This License Agreement ("License") is made between you ("Licensee") and Leopona, Inc. d/b/a Audiosocket ("Licensor"). By clicking "I ACCEPT" or by downloading or using the Licensed Tracks (defined below), Licensee accepts the terms of this License. If Licensee does not agree to the terms of this License, click the "CANCEL" button and do not download or use the Licensed Tracks.

  1. 1. Information about Licensee and the Licensed Tracks.
    Your Name:  
    Mailing Address:  
    Email Address:  
    Audio Track Title(s) and Track Identification Numbers:  
    Artist:  
    Album (if any):  
    Name of video in which Licensed Track(s) will be used:  
    Owner of the Work (defined below):  
    Address of the owner:  
  2. 2. Who May Use the Licensed Track. This License is only available to individuals and organizations that earn less than $20 million (United States Dollars) per annum in gross revenue at the time the license is entered into. If you are creating a Work for a third party, that third party also may not make more than $20 million in gross annual revenue.
  3. 3. License Fee. Licensor hereby acknowledges and agrees that Licensee has paid a fee of US $98 for the licenses granted herein.
  4. 4. Grant of License. Subject to the terms of this License, Licensor hereby grants to Licensee a non-exclusive, worldwide, royalty-free (subject to Section 9), perpetual (subject to Section 7) right and license to use all or any part of the audio track(s) identified in Section 1 (collectively, the "Licensed Tracks") in the audiovisual work described above (the "Work") solely for the purpose of Synchronizing the Licensed Tracks with the Work for Permitted Purposes (defined below). This includes the right to:
    1. a. Edit, loop, enhance, or modify the sound recording embodied in the Licensed Tracks (or any part thereof) for use in the Work, provided that no such change shall alter the fundamental character of the portion of the Licensed Tracks.
    2. b. Make and distribute different versions of the Work that includes the Licensed Tracks (so long as the Work has the same name and is not a completely different video);
  5. 5. Permitted Purposes. The Work may be a video that is intended for educational or entertainment purposes. The Work may also be a video that advertises or promotes a brand, product, or service of the Licensee. Licensee may distribute the Work by:
    1. a. Distributing or hosting the Work online via Licensee's website(s) and mobile applications and/or Licensee's accounts on social media sites/platforms such as Vimeo, Facebook, and YouTube. However, you may not use the Work in direct media buys (see Section 5(b)).
    2. b. Publicly performing the Work both internally and externally (e.g., tradeshows).
    3. c. Distributing the Work in up to 1,000 DVD units that are provided for free (and not for sale or barter).
    4. d. Entering the Work in film festivals.
    5. e. Causing and permitting others to distribute and publicly perform the Work as set forth above.
  6. 6. Restrictions. Except as expressly permitted above, Licensee may not use the Licensed Tracks:
    1. a. In any work other than the Work.
    2. b. In any direct media buys (e.g., a paid ad such as a pre-roll, post-roll, or pop-up video ad). This means that you cannot use the Work in a direct advertising campaign on third party websites.
    3. c. In broadcast, cable, or web television, video games, mobile applications, or radio.
    4. d. In pornographic work.
    5. e. In theatrical releases (other than film festivals)
    6. f. For political purposes (including, but not limited to, supporting or opposing any government policy, government official, political action, or candidate for political office).
  7. 7. Termination. This License is perpetual. However, if Licensee breaches the License, Licensor reserves the right to terminate the License immediately.
  8. 8. Intellectual Property. As between the parties, Licensor owns all right, title, and interest in and to the Licensed Tracks. Except as expressly set forth in this License, nothing contained herein shall be deemed to convey or transfer to Licensee any interest, including copyright, in any Licensed Tracks hereunder. All rights not expressly granted by Licensor to Licensee pursuant to this License are specifically reserved by Licensor.
  9. 9. Royalties. Licensor provides the above license on a royalty-free basis for use on the Vimeo.com website ("Vimeo.com"). However, for performance or distribution of the Work other than on Vimeo.com, royalties and fees may be due to third party performing rights organizations, unions or guilds, and/or similar rights organizations or collection societies.
  10. 10. Licensee's Representations and Warranties. Licensee hereby represents and warrants that it is of legal age in its jurisdiction and that it has the power, capacity and authority to enter into this License. If Licensee is entering into this License on behalf of an organization, Licensee represents and warrants that it has the authority to bind that organization, in which case "Licensee" shall mean that organization.
  11. 11. Licensor's Representations and Warranties. Licensor hereby represents and warrants that: (a) Licensor has the power, capacity, and authority to enter into this License; (b) Licensor has all necessary rights (including consents, authorizations, licenses, and permissions) to license the Licensed Tracks (including all rights in the musical composition and master recording) to Licensee under the terms hereof; and (c) Licensee's exercise of rights hereunder will not infringe any third party's intellectual property rights.
  12. 12. Indemnification: Licensee agrees to indemnify and hold harmless Licensor from and against any claim, loss, damage, cost and expense (including reasonable attorneys' fees), arising out of any third party claim arising out of a breach of this License by Licensee.
  13. 13. Limitation of Liability. LICENSOR'S MAXIMUM LIABILITY TO LICENSEE UNDER ANY CIRCUMSTANCES IS LIMITED TO THE AMOUNT OF THE FEE LICENSEE PAID FOR THE LICENSE.
  14. 14. General. This License: (a) contains the entire agreement between Licensee and Licensor and supersedes any prior agreements relating to the subject matter hereof; (b) is severable; (c) is binding on permitted successors and assigns; and (d) is governed by the law of the State of Washington (without regard to conflicts of law principles). If Licensee is creating a Work on behalf of a third party, it may assign this License to that third party without Licensor's prior written consent. In all other cases, Licensee may assign this License only after consultation with Licensor, and the parties mutually agreeing on any additional terms relating to the assignment, including, without limitation, the payment of any additional fees. Any dispute arising out of or relating to this License shall be commenced in the federal or state courts located in King County, Washington. In any such dispute, the substantially prevailing party shall be entitled to its reasonable attorneys' fees. No modification or waiver of this License will be binding unless made in a writing signed by Licensee and one of Licensor's duly authorized representatives. No failure by Licensor to exercise a right or remedy shall be deemed a waiver of any further right or remedy.