Audiosocket Personal License Agreement

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

  1. 1. Information about You and the Track.
    Your Name:  
    Your Organization (if any):  
    Mailing Address:  
    Email Address:  
    Track Title:  
    Artist:  
    Album (if any):  
    Name of video in which song will be used:  
  2. 2. Grant of License. Subject to the terms of this License, we hereby grant you a non-exclusive, worldwide, royalty-free, perpetual (subject to Section 4) right and license to use all or part of the audio track listed above (the "Track") only in one (1) non-commercial audiovisual work (the "Video") that you may use for personal purposes and to upload to and distribute on one or more UGC Networks for non-commercial purposes only. A "UGC Network" means a website or online network that allows users to share user generated content. The foregoing license includes the right to:
    1. a. Re-edit your Video that includes the Track (so long as the re-edited Video has the same name and does not constitute a different video).
    2. b. Enter the Video only in the Vimeo Festival & Awards.
  3. 3. Restrictions. Except as expressly permitted above, you may not:
    1. a. Use the Track in a Video that advertises a good or service.
    2. b. Upload the Video to a UGC Network where a fee will be charged to watch the Video.
    3. c. Make money from your use of the Track or the Video (including, but not limited to, uploading the Video to a UGC Network where you will receive money from advertising displayed relative to the Video).
    4. d. Distribute the Track or the Video: on a physical device (e.g., CD, DVD, etc.); in a peer to peer (P2P) network (not including any bona fide UGC Network); on television (except to access a UCG Network); or in a public place (e.g., a theater).
    5. e. Submit the Video to a contest or online film festival (except for the Vimeo Festival & Awards) where winners may receive prizes having a monetary value.
    6. f. Produce a Video that contains pornographic, hateful, gratuitously violent, libelous, defamatory, fraudulent, infringing, or illegal content.
    7. g. Violate the terms and conditions of a UGC Network or applicable laws or regulations.
    8. h. Modify the Track (including, but not limited to, remixing it or mashing it up); however, you may use different parts of the Track in the Video and overlay sound on the Track (e.g., dialogue or sound effects in your Video).
    9. i. Use the artwork from the Track's album, creative from the artist's website, or the name or likeness of the artist.
    10. j. Publicly perform the Track, distribute the Track separately from your Video (e.g., on a soundtrack album), or make derivative works from the Track (except to include it in your Video).
    11. k. Use the Track in a Video for political purposes (including, but not limited to, supporting or opposing any government policy, government official, political action, or candidate for political office).
  4. 4. Termination. This License is perpetual. However, if you breach the License, we reserve the right to terminate the License immediately.
  5. 5. Intellectual Property. We or our licensor(s) own the Track. Except as set forth in Section 2, you obtain no right, title, or interest in or to the Track.
  6. 6. Your Representations to Us. You represent that you are of legal age in your jurisdiction and that you have the power, capacity, and authority to enter into this License. If you are entering into this License on behalf of an organization, you represent that you have the authority to bind that organization, in which case "you" shall mean that organization.
  7. 7. Our Representations to You. We represent that: (a) we have the power, capacity, and authority to enter into this License; (b) we have all necessary rights (including consents, authorizations, licenses, and permissions) to license the Track (including all rights in the musical composition and master recording) to you under the terms hereof; and (c) your exercise of rights hereunder will not infringe any third party's intellectual property rights.
  8. 8. Indemnification. You shall indemnify, defend, and hold us harmless from and against any third party claims arising out of a breach of this License by you.
  9. 9. Limitation of Liability. OUR MAXIMUM LIABILITY TO YOU UNDER ANY CIRCUMSTANCES IS LIMITED TO THE AMOUNT OF THE FEE YOU PAID FOR THE LICENSE. We have no liability or responsibility for any act or omission by a UGC Network, and we have no obligation to refund your fee if a UGC Network removes, blocks, mutes, flags, or otherwise takes action against you or your Video.
  10. 10. General. This License: (a) contains the entire agreement between you and us and supersedes any prior agreements relating to the subject matter hereof; (b) is severable; (c) may not be transferred or assigned by you; (d) is binding on permitted successors and assigns; and (e) is governed by the law of the State of Washington (without regard to conflicts of law principles). 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 you and one of our duly authorized representatives. No failure by us to exercise a right or remedy shall be deemed a waiver of any further right or remedy.